<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the Quarterly Period Ended September 30, 2003

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from _______ to ___________


                          Commission File No. 0 - 26173


                             STUDENT ADVANTAGE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<S>                                   <C>                                 <C>
            DELAWARE                               8699                         04-3263743
(STATE OR OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL          (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)        CLASSIFICATION CODE NUMBER)        IDENTIFICATION NUMBER)
</TABLE>

                                   ----------

                                280 SUMMER STREET
                           BOSTON, MASSACHUSETTS 02210
               (Address of Principal Executive Offices) (Zip Code)

                                 (617) 912-2000
              (Registrant's telephone number, including area code)

                                   ----------

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ]  No [X].

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 537,309 shares of common stock
as of November 10, 2003.

                                   ----------


<PAGE>




                             STUDENT ADVANTAGE, INC.
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2003

                                   ----------

                                      INDEX

                                                                        PAGE (S)
                                                                        --------
PART I.        FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS

               Consolidated Balance Sheets as of September 30, 2003
               (Unaudited) and December 31, 2002                             3

               Consolidated Statements of Operations for the three and
               nine months ended September 30, 2003 and 2002 (Unaudited)     4

               Consolidated Statements of Cash Flows for the nine
               months ended September 30, 2003 and 2002 (Unaudited)          5

               Notes to Consolidated Financial Statements (Unaudited)        6

ITEM 2.        MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                          11

ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
               MARKET RISK                                                  26

ITEM 4.        CONTROLS AND PROCEDURES                                      26

PART II.       OTHER INFORMATION                                            26

ITEM 6.        EXHIBITS AND REPORTS ON FORMS 8-K                            26

SIGNATURES                                                                  27

EXHIBIT INDEX                                                               28




                                  2
<PAGE>



PART 1.   FINANCIAL INFORMATION.

ITEM 1.      FINANCIAL STATEMENTS.


                                  CONSOLIDATED BALANCE SHEETS
                               (in thousands, except share data)


<TABLE>
<CAPTION>

                                                                                    SEPTEMBER 30,   DECEMBER 31,
                                                                                        2003           2002
                                                                                    ------------    -----------
                                                                                     (unaudited)
<S>                                                                                   <C>            <C>

                                            ASSETS
Current assets
    Cash and cash equivalents ...................................................     $   2,075      $   1,468
    Restricted cash .............................................................           350            515
    Accounts receivable (net of reserves of $178 and $207 at
        September 30, 2003, and December 31, 2002, respectively
    Inventory (finished goods) ..................................................            --             11
    Prepaid expenses ............................................................           790          1,204
    Notes receivable ............................................................           290             --
    Other current assets ........................................................           571            557
    Current assets of discontinued operations ...................................            --          4,537
                                                                                      ---------      ---------
      Total current assets ......................................................         5,991         10,193
    Notes receivable ............................................................         3,420          4,156
    Long term restricted cash ...................................................           133             --
    Property and equipment, net .................................................         1,249          4,296
    Intangible and other assets, net ............................................            --            758
    Noncurrent assets of discontinued operations ................................            --         19,086
                                                                                      ---------      ---------
      Total assets ..............................................................     $  10,793      $  38,489
                                                                                      =========      =========

                             LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
    Accounts payable ............................................................     $   1,299      $   4,717
    Other accrued expenses ......................................................         3,326          4,950
    Accrued compensation ........................................................           122            691
    Deferred revenue and other advances .........................................         2,489          8,280
    Obligation under capital lease ..............................................             2             14
    Notes payable ...............................................................            --         12,500
    Related party note payable ..................................................            --          3,500
    Current liabilities of discontinued operations ..............................            --          3,895
                                                                                      ---------      ---------
      Total current liabilities .................................................         7,238         38,547
                                                                                      ---------      ---------

    Deferred gain ...............................................................           534            534
    Other long-term accrued expenses ............................................            --            153
    Notes payable ...............................................................         5,250             --
    Related party note payable ..................................................         2,250             --
    Long-term obligations of discontinued operations ............................            --            108
                                                                                      ---------      ---------
      Total long-term obligations ...............................................         8,034            795
                                                                                      ---------      ---------
      Total liabilities .........................................................        15,272         39,342
                                                                                      ---------      ---------
Commitments and Contingencies (see Note 7)

Stockholders' deficit
    Preferred stock, $0.01 par value, 100,000 and 5,000,000 shares
       authorized at September 30, 2003 and December 31, 2002,
       respectively, no shares issued and outstanding ...........................            --             --
    Common stock, $0.01 par value; authorized: 1,000,000 and
       150,000,000 shares at September 30, 2003 and December 31, 2002,
       respectively; issued and outstanding: 536,261 and 536,261 at
       September 30, 2003 and December 31, 2002, respectively ...................             5              5
    Additional paid-in capital ..................................................       124,006        124,006
    Accumulated deficit .........................................................      (128,440)      (124,814)
    Note receivable from stockholder ............................................           (50)           (50)
                                                                                      ---------      ---------
      Total stockholders' deficit ...............................................        (4,479)          (853)
                                                                                      ---------      ---------
      Total liabilities and stockholders' deficit ...............................     $  10,793      $  38,489
                                                                                      =========      =========

</TABLE>

--------
*  All share and per share items have been adjusted to reflect the one-for-ten
   reverse split of the common stock effected on June 30, 2003


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





                                       3
<PAGE>

                             STUDENT ADVANTAGE, INC.
                      Consolidated Statements of Operations
                      (in thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                           SEPTEMBER 30,             SEPTEMBER 30,
                                                                         2003        2002         2003        2002
                                                                       -------     -------      -------     --------
<S>                                                                    <C>         <C>          <C>         <C>

Revenue
   Student services ...............................................    $ 3,958     $ 4,792      $11,331     $ 17,219
   Corporate and university solutions .............................        782         844        2,083        3,673
                                                                       -------     -------      -------     --------
       Total revenue ..............................................      4,740       5,636       13,414       20,892

Costs and expenses
   Cost of student services revenue ...............................      1,726       2,012        4,534        5,834
   Cost of corporate and university solutions revenue .............         --         236           --        2,092
   Product development ............................................      1,355       1,825        4,411        5,405
   Sales and marketing ............................................      1,185       3,249        3,922       10,475
   General and administrative .....................................        830       1,281        2,580        5,484
   Depreciation and amortization ..................................        911       2,105        3,861        5,904
                                                                       -------     -------      -------     --------

       Total costs and expenses ...................................      6,007      10,708       19,308       35,194
                                                                       -------     -------      -------     --------

Operating loss from continuing operations .........................     (1,267)     (5,072)      (5,894)     (14,302)

Realized gain (loss) on sale of assets ............................         --        (421)       5,838        6,532
Interest and other income (expense) ...............................       (164)     (1,213)         279       (2,383)
                                                                       -------     -------      -------     --------
Income (loss) from continuing operations ..........................     (1,431)     (6,706)         223      (10,153)
                                                                       -------     -------      -------     --------

Discontinued operations:
   Income (loss) from operations of discontinued operations........         --       3,376       (3,159)         814
   Loss on disposal of discontinued operations ....................         --          --         (690)          --
                                                                       -------     -------      -------     --------
Net loss ..........................................................    $(1,431)    $(3,330)     $(3,626)    $ (9,339)
                                                                       =======     =======      =======     ========

Earnings per share - Basic and Diluted:
Income (loss) from continuing operations ..........................    $ (2.67)    $(12.53)     $  0.42     $ (20.14)
Income (loss) from discontinued operations ........................         --        6.31        (7.18)        1.62
                                                                       -------     -------      -------     --------
Net loss ..........................................................    $ (2.67)    $ (6.22)     $ (6.76)    $ (18.52)
                                                                       =======     =======      =======     ========
Weighted-average number of shares .................................        536         535          536          504
                                                                       =======     =======      =======     ========

</TABLE>

----------
*  All share and per share items have been adjusted to reflect the one-for-ten
   reverse split of the common stock effected on June 30, 2003.



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




                                       4
<PAGE>



                           STUDENT ADVANTAGE, INC.
                    Consolidated Statements of Cash Flows
                                (in thousands)
                                 (unaudited)


<TABLE>
<CAPTION>
                                                                                       FOR THE NINE MONTHS
                                                                                        ENDED SEPTEMBER 30,
                                                                                        2003          2002
                                                                                      --------      --------
<S>                                                                                   <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS:
    Income (loss) from continuing operations .......................................  $    223      $(10,153)
    Adjustments to reconcile income (loss) from continuing operations to
          net cash used in operating activities:
      Depreciation .................................................................     3,103         4,766
      Amortization of intangible assets ............................................       758         1,137
      Gain on sale of assets .......................................................    (5,838)       (6,532)
      Deferred financing amortization ..............................................        --           900
      Reserve for allowances and bad debts .........................................        --           295
      Compensation expense relating to issuance of equity ..........................        --            49
      Changes in current assets and liabilities, net of effects
          of acquisitions:
        Accounts and notes receivable ..............................................       (14)        3,497
        Prepaid expenses and other current assets ..................................       350        (1,483)
        Inventory ..................................................................       (34)           47
        Accounts payable ...........................................................    (3,409)         (675)
        Accrued compensation .......................................................      (808)         (817)
        Other accrued expenses .....................................................    (1,379)       (4,865)
        Deferred revenue ...........................................................    (4,791)        5,284
                                                                                      --------      --------
Net cash used in operating activities of continuing operations .....................   (11,839)       (8,550)
                                                                                      --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS:
    Purchases of fixed assets ......................................................      (236)       (1,198)
    Proceeds from sale of fixed assets .............................................       117           170
    Proceeds from notes receivable .................................................       394           100
    Proceeds from sale of assets, net of $1,002 cash sold ..........................    21,409         6,500
                                                                                      --------      --------
Net cash provided by investing activities of continuing operations .................    21,684         5,572
                                                                                      --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS:
    Decrease in restricted cash ....................................................        32           153
    Proceeds from issuance of stock ................................................        --         2,725
    Proceeds from exercise of common stock options and employee
        stock purchase plan ........................................................        --            61
    Repayment of capital lease obligations .........................................       (12)         (708)
    Repayment of note payable ......................................................   (10,500)       (5,200)
    Proceeds of notes payable ......................................................     2,000         3,400
                                                                                      --------      --------
Net cash (used in) provided by financing activities of continuing operations........    (8,480)          431
                                                                                      --------      --------
Net cash (used in) provided by discontinued operations .............................    (2,048)        2,677
                                                                                      --------      --------
Increase (decrease) in cash and cash equivalents ...................................      (683)          130
Cash and cash equivalents, beginning of period, including cash related to
   discontinue operations ..........................................................     2,758         5,093
                                                                                      --------      --------
Cash and cash equivalents, end of period ...........................................  $  2,075      $  5,223
                                                                                      ========      ========
</TABLE>





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



                                       5
<PAGE>





                             STUDENT ADVANTAGE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - THE COMPANY

   Student Advantage, Inc. is an integrated media and commerce company focused
on the higher education market. The Company works with hundreds of colleges,
universities and campus organizations, and more than 15,000 participating
national and local business locations to develop products and services that
enable students to make purchases less expensively and more conveniently on and
around campus.

   Student Advantage, Inc. was incorporated in the State of Delaware on October
20, 1998. The Company began operations in 1992 as a sole proprietorship,
converted to a general partnership in 1995, converted to a limited liability
company in 1996 and became a C corporation in 1998. From inception through
December 1997, the Company's revenue was derived primarily from annual
membership fees. From 1998 through June 2001 the Company expanded its product
and service offerings through internal growth as well as acquisitions. However,
despite the expansion of products and service offerings, the Company operates as
one reporting segment. From November 2001 through the present, the Company has
sold various assets as it has refocused its market strategy and as a result of
debt repayment obligations.

   The Company has experienced substantial net losses since its inception and,
as of September 30, 2003, had an accumulated deficit of $128.4 million. Such
losses and accumulated deficit resulted primarily from significant costs
incurred in the development of the Company's products and services and the
establishment of the Company's infrastructure. As of the filing of the Company's
annual report on Form 10-K, as amended, for the year ended December 31, 2002,
certain factors raised concerns about the Company's ability to continue as a
going concern. The Company has taken significant steps through the sale of its
SA Cash product line in February 2003 for proceeds of $4.5 million, the sale of
the assets to Alloy of its OCM Direct subsidiary in early May 2003 for cash
proceeds of $15.6 million, $1.8 million in settlement of intercompany
obligations and the assumption by Alloy of OCM Direct's outstanding indebtedness
to Bank of America, enabling the Company to significantly reduce its outstanding
debt obligations and to restructure the remainder of its debt obligations. The
Company's operating and financing plan for the remainder of 2003 assumes that
it will be able to achieve significant reduction in net cash loss for the
remainder of 2003 and into 2004. However, if the Company's revenue and expense
projections do not materialize as anticipated, the Company will be required to
obtain additional financing or sell additional assets. Failure to generate
sufficient revenues, reduce certain discretionary spending and obtain additional
capital or financing, if needed, would have a material adverse effect on the
Company's ability to achieve its intended business objectives. With the proceeds
of the sales of its SA Cash product line and the assets of its OCM Direct
subsidiary, the related reduction of its debt obligations and restructuring of
its remaining debt, the Company believes that it has sufficient cash resources
for at least the next 12 months.

   All share and per share items in these Notes to the Consolidated Financial
Statements have been adjusted to reflect the one-for-ten reverse split of the
Company's Common Stock effected on June 30, 2003.

   These financial statements should be read in conjunction with the
consolidated financial statements and related footnotes included in our Annual
Report on Form 10-K, as amended, for the year ended December 31, 2002.

UNAUDITED INTERIM FINANCIAL INFORMATION

   The unaudited interim consolidated financial statements of Student Advantage
for the three and nine months ended September 30, 2003 and 2002, respectively,
included herein have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with the instructions from Form 10-Q under the Securities Exchange Act of 1934,
as amended, and Article 10 of Regulation S-X under the Securities Act of 1933,
as amended. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to such
rules and regulations relating to interim financial statements.



                                       6
<PAGE>

   In the opinion of management, the accompanying unaudited interim consolidated
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of
Student Advantage at September 30, 2003, and the results of its operations for
the three and nine months ended September 30, 2003 and 2002, respectively, and
its cash flows for the nine months ended September 30, 2003 and 2002,
respectively. The results for the three and nine months ended September 30, 2003
are not necessarily indicative of the expected results for the full fiscal year
or any future period due, in part, to the seasonal nature of the Company's
Student Advantage Membership Program revenue cycle.


         NOTE 2 - COMPUTATION OF UNAUDITED NET INCOME (LOSS) PER SHARE

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                   SEPTEMBER 30,               SEPTEMBER 30,
                                                                2003         2002           2003          2002
                                                               -------     -------         -------      --------
<S>                                                            <C>         <C>             <C>          <C>

Basic and fully diluted net income (loss) per share:

Income (loss) from continuing operations .................     $(1,431)    $(6,706)        $   223      $(10,153)
                                                               =======     =======         =======      ========
Net loss .................................................     $(1,431)    $(3,330)        $(3,626)     $ (9,339)
                                                               =======     =======         =======      ========
Basic and diluted weighted average common
   shares outstanding (2), (3) ...........................         536         535             536           504
                                                               =======     =======         =======      ========
Basic and diluted income (loss) from continuing
   operations per share ..................................     $ (2.67)    $(12.53)        $  0.42      $ (20.14)
                                                               =======     =======         =======      ========
Basic and diluted net loss per share .....................     $ (2.67)    $ (6.22)        $ (6.76)     $ (18.53)
                                                               =======     =======         =======      ========

</TABLE>

(1)  Net income (loss) per share is computed under SFAS No. 128, "Earnings Per
     Share." Basic net income (loss) per share is computed using the weighted
     average number of common shares outstanding during the period. Diluted net
     income (loss) per share is computed by using the weighted average number of
     common shares and dilutive potential common shares and warrants outstanding
     during the period.

(2)  For all periods, diluted net income (loss) per share does not differ from
     basic net income (loss) per share since potential common shares from the
     exercise of stock options and warrants are anti-dilutive.

(3)  As of September 30, 2003, Student Advantage had reserved 23,007 shares of
     its common stock for the exercise of various options with exercise prices
     ranging from $0.40 to $1,587.50 per share. As of September 30, 2003,
     Student Advantage had reserved 32,675 shares of its common stock for the
     exercise of various warrants with exercise prices ranging from $100.00 to
     $1,108.00 per share.

NOTE 3 - STOCK COMPENSATION

     In December 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation- Transition and Disclosure - amendment of SFAS 123," ("SFAS 148",
SFAS 148 amends Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation,") "SFAS 123", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based compensation. In addition, SFAS 148 amends the disclosure
requirements for SFAS 123, to require prominent disclosure in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The
Company has elected to continue to account for stock-based compensation using
the intrinsic value method prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," "APB 25," and related
interpretations. Accordingly, compensation cost for stock options and restricted
stock awards is measured as the excess, if any, of the quoted market price of
our stock at the date of the grant over the exercise price an employee must pay
to acquire the stock. The Company has adopted the annual disclosure provisions
of SFAS 148 in our financial statements for the year ended December 31, 2002 and
has adopted the interim disclosure provisions in our financial statements for
the quarter ended September 30, 2003. Had compensation cost for the Company's
option grants been determined based on the fair value at the date of grant
consistent with the




                                       7
<PAGE>

method prescribed by SFAS No. 123, the Company's net loss and net loss per share
would have increased to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
                                                                   FOR THE THREE MONTHS ENDED       FOR THE NINE MONTHS ENDED
                                                                          SEPTEMBER 30,                   SEPTEMBER 30,
                                                                       2003            2002            2003            2002
                                                                   -----------     ----------       ----------       --------
                                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                          (UNAUDITED)
<S>                                                                  <C>           <C>           <C>           <C>
Net loss:
      As reported .................................................  $ (1,431)     $ (3,330)     $ (3,626)     $ (9,339)
      Add:    Stock-based employee compensation expense
              included in reported net loss, net of related tax
              effects .............................................        --            49            --            49

      Deduct: Total stock-based employee compensation
              determined under fair value based method for all
              awards, net of related tax effects ..................      (534)         (735)       (1,810)       (2,190)
                                                                     --------      --------      --------      --------
      Pro forma net loss ..........................................  $ (1,965)     $ (4,016)     $ (5,436)     $(11,480)
                                                                     ========      ========      ========      ========
Basic and diluted net loss per share:
      As reported .................................................  $  (2.67)     $  (6.22)     $  (6.76)     $ (18.52)
      Pro forma ...................................................  $  (3.67)     $  (7.51)     $ (10.14)     $ (21.42)

</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS

     Effective May 15, 2000, the Company entered into an Affiliate and
E-Commerce Agreement with Princeton Review Publishing, LLC, and The Princeton
Review Management, LLC ("TPR"). One of the officers and equity holders of
Princeton Review Publishing was a member of the Company's Board of Directors
until December 30, 2002 and is currently a guarantor of the Company's debt
obligation to Reservoir Capital. The agreement expired on March 31, 2002. The
Company recorded revenues of $0.2 million and expenses of $0.2 million related
to this agreement during the nine months ended September 30, 2002. Additionally,
the Company recorded revenue and expenses of approximately $0.4 million and $0.5
million, respectively, related to additional work performed by both parties for
the nine months ended September 30, 2002. No revenue or expenses were recorded
related to this agreement for the nine months ended September 30, 2003.

     On September 30, 2002, the Company entered into a $3.5 million loan
agreement with Scholar, Inc., an entity formed by Raymond V. Sozzi, Jr., the
Company's President and Chief Executive Officer, an affiliate of Atlas II, L.P.
and certain otherstockholders. The loan is referred to as the Scholar Loan, has
an interest rate of 10% per annum and a maturity date of January 31, 2005, and
otherwise has the same terms as the Reservoir Capital credit facility (See Note
5). As of September 30, 2003, the outstanding principle and interest amount
under the Scholar Loan was $2.5 million.

NOTE 5 - BORROWINGS

     On June 25, 2001, the Company entered into a loan agreement (the "Loan
Agreement") by and among the Company, the subsidiaries of the Company and
Reservoir Capital Partners, L.P., Reservoir Capital Associates, L.P. and
Reservoir Capital Master Fund, L.P. (collectively the "Reservoir Lenders")
providing for the establishment of credit facility in the aggregate principal
amount of up to $15.0 million, consisting of a $10.0 million term loan and a
$5.0 million revolving loan. The Company borrowed $10.0 million in the form of a
term loan and $5.0 million in the form of a revolving loan, and used
substantially all of these proceeds to pay the cash portion of the purchase
price for the acquisition and existing debt of OCM Direct, Inc. The remainder of
the proceeds from the credit facility was used for working capital and general
corporate purposes of the Company. The credit facility is secured by a lien
against substantially all of the assets of the Company, and is guaranteed by all
the Company's subsidiaries, which guarantees are also secured. From time to time
the terms of the credit facility have been amended as described below.



                                       8
<PAGE>
     As noted above, on September 30, 2002, the Company borrowed $3.5 million
from Scholar, Inc., an entity formed by the Company's President and Chief
Executive Officer, an affiliate of Atlas II, L.P. and certain other
stockholders. The Scholar Loan had an annual interest rate of 8% through April
30, 2003 and otherwise has the same terms as the Reservoir credit facility. On
May 6, 2003, pursuant to an amendment to the Scholar Loan, the Company made a
payment of $1.3 million of the principal amount outstanding. Scholar agreed to
extend the maturity date of the loan from July 1, 2003 to January 31, 2005, to
set the interest rate at 10% per annum beginning May 1, 2003 and to require
quarterly payments of interest beginning September 30, 2003. In addition, the
Company agreed to pay a fee of $0.1 million on December 31, 2003 and June 30,
2004 if any amount of the loan is outstanding as of such date. As of September
30, 2003, the outstanding principal and interest amount under the Scholar loan
was $2.5 million.

     On December 30, 2002, the Reservoir Lenders agreed to reduce the total
indebtedness to them from approximately $15.7 million to $9.5 million in
exchange for a guarantee by Mr. John Katzman, a member of the Company's Board of
Directors who resigned at the time the amendment was consummated. In addition,
the Reservoir Lenders agreed to lend the Company an additional $2.0 million. In
exchange for his guarantee, the Company agreed to pay Mr. Katzman a $1.0 million
fee payable at the time of certain loan repayments. As of December 31, 2002, the
debt obligations to the Reservoir Lenders and Mr. Katzman carried an annual
interest rate of 12% and required payments of $3.5 million on January 31, 2003,
$4.0 million on March 31, 2003 and the remaining balance on the July 1, 2003
loan maturity date.

     On each of January 31, 2003, March 14, 2003, April 14, 2003 and April 28,
2003, the terms of the Loan Agreement were further amended. On January 31, 2003,
the Reservoir Lenders agreed to reduce the $3.5 million payment due on January
31, 2003 to $1.5 million, which payment was made on that date. On March 14,
2003, the Reservoir Lenders agreed to lend the Company an additional $0.5
million. On March 31, 2003, the Reservoir Lenders agreed to lend the Company an
additional $1.5 million and agreed to change the date on which the Company is
required to repay $4.0 million of borrowings under the Loan Agreement from March
31, 2003 to April 14, 2003. On April 14, 2003, the repayment date for the $4.0
million was amended to become April 28, 2003. On April 28, 2003, the repayment
date for the $4.0 million was amended to become May 2, 2003.

     Effective May 1, 2003, the Company amended its Loan Agreement with the
Reservoir Lenders and John Katzman, to provide for a payment of $7.8 million of
the principal amount outstanding under the Reservoir credit facility upon the
consummation of the sale of the assets of the Company's OCM Direct subsidiary to
Alloy, Inc. The payment was made on May 6, 2003. In addition, the Reservoir
Lenders and Mr. Katzman agreed to extend the maturity date of their loans from
July 1, 2003 to January 31, 2005, to set the interest rate at 10% per annum
beginning May 1, 2003 and require quarterly payments of interest beginning on
September 30, 2003. The Reservoir Lenders and Mr. Katzman also agreed to waive
all accrued and unpaid interest under the loan through April 30, 2003. In
addition, the Company agreed to pay a fee of $0.1 million on December 31, 2003
and June 30, 2004 if any of the loans are outstanding as of such date. As of
September 30, 2003, the outstanding principal and interest amount under the
Reservoir credit facility was $5.5 million.

     As of November 12, 2003, the Company had accrued but not made the required
interest payments of $0.3 million due under the loan agreement with the
Reservoir Lenders and Scholar on September 30, 2002. The Company is currently
engaged in discussions with the lenders regarding an extension of the interest
payment loan.

     As of September 30, 2003 and December 31, 2002, the Company had total
borrowings outstanding of $8.0 million and $18.2 million, respectively. The
total borrowings as of December 31, 2002 under the OCM Loan of $1.7 million are
included as current liabilities of discontinued operations on the Company's
Consolidated Balance Sheets.




                                       9
<PAGE>

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

     The Company is from time to time subject to legal proceedings and claims
that arise in the normal course of its business. In the opinion of management,
the amount of ultimate liability with respect to these actions will not have a
material adverse effect on the Company's financial position or results of
operations.

     In November 2002, the Company was named as a defendant in a lawsuit filed
against it and General Motors by Richard M. Kipperman, Liquidating Trustee of
the bankruptcy estate of CollegeClub.com, Inc., Campus24, Inc. and
CollegeStudent.com, Inc., in the U.S. Bankruptcy Court for the Southern District
of California. The suit sought damages of $2.25 million and interest and costs
relating to payments received by the Company under an agreement with General
Motors that the Company acquired from CollegeClub.com. The trustee alleged that
the payments were earned by CollegeClub.com prior to the Company's acquisition
of the agreement and were not sold to the Company as part of the agreement. On
October 8, 2003, the Company entered into a settlement agreement with the
Liquidating Trustee, whereby the Company agreed to pay $250,000 in cash and
issued a promissory note for $150,000, which accrues interest at a rate of five
percent per year and is due on August 31, 2004 to the bankruptcy estate. If the
Company elects to pay the promissory note by March 15, 2004, the Liquidating
Trustee has agreed to accept $100,000 as full payment for the note. The Company
has reserved for the full amount of the settlement as of September 30, 2003.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     Student Advantage has included in this filing certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 concerning Student Advantage's business, operations and financial
condition. The words or phrases "can be," "expects," "may affect," "may depend,"
"believes," "estimate," "project" and similar words and phrases are intended to
identify such forward-looking statements. Such forward-looking statements are
subject to various known and unknown risks and uncertainties and Student
Advantage cautions you that any forward-looking information provided by or on
behalf of Student Advantage is not a guarantee of future performance. Actual
results could differ materially from those anticipated in such forward-looking
statements due to a number of factors, some of which are beyond Student
Advantage's control, in addition to those discussed in Student Advantage's other
public filings, press releases and statements by Student Advantage's management,
including those set forth below under "Factors That May Affect Future Results".
All such forward-looking statements are current only as of the date on which
such statements were made. Student Advantage does not undertake any obligation
to publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to reflect
the occurrence of unanticipated events.

OVERVIEW

     Student Advantage, Inc. is an integrated media and commerce company focused
on the higher education market. We work in partnership with colleges and
universities and in cooperation with businesses to develop products and services
that enable students to make less expensive and more convenient purchases on and
around campus. We report our revenue in two categories: student services revenue
and corporate and university solutions revenue.

     We reach consumers offline through our Student Advantage Membership
Program, and online through our highly trafficked websites studentadvantage.com,
CollegeClub.com and our Official College Sports Network ("OCSN"). The Student
Advantage Membership Program is a national fee-based membership program that
provides its student members with exclusive benefits including ongoing discounts
on products and services currently offered by more than 15,000 participating
national and local business locations. Discounts are made available to students
both through our studentadvantage.com website and at sponsors' retail and online
locations. OCSN is the largest, most trafficked network on the web devoted
exclusively to college sports, providing online brand management and content
delivery to more than 135 schools and athletic conferences. Until January 2003,
we also reached our consumers through



                                       10
<PAGE>
our SA Cash programs. The SA Cash programs enabled students to use their college
ID cards as a method of payment (stored-value card) for off-campus dining,
shopping and other purchase needs. In January 2003, we sold the portion of our
assets relating to our SA Cash brand to Blackboard, Inc. In connection with the
sale, we entered into a limited licensing agreement with Blackboard under which
we will continue to offer the SA Cash product line to a set of designated
colleges and universities, but otherwise will not compete with Blackboard in the
SA Cash business other than in connection with schools operating on the Diebold
payments platform until January 2010. We do not anticipate that the SA Cash
product will be a significant source of revenue in the future. Effective May 1,
2003, OCM Direct, Inc ("OCM"), a wholly owned subsidiary of ours, and OCM's
subsidiaries, Collegiate Carpets, Inc. and CarePackages, Inc. (which
subsidiaries are together referred to as the "OCM Subsidiaries"), sold
substantially all of their assets to Alloy Acquisition Subsidiary, LLC, a
subsidiary of Alloy, Inc. OCM Direct was our direct mail marketing business and
provided college and university-endorsed products to students and their parents.
In connection with the sale, we agreed not to compete with Alloy in the business
of selling diploma frames, carpets, residence halls linens and related dorm
accessories as well as care packages and related sampling programs except as
currently done through the Company's websites and membership program until May
2007.

CRITICAL ACCOUNTING POLICIES

     The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amount of assets, liabilities,
revenues and expenses.

     On an on-going basis management evaluates its estimates and judgments,
including those related to revenue recognition, bad debts, intangible assets,
contingencies and litigation. Management bases its estimates on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources. However, results may differ from these estimates
under different assumptions or conditions. Critical accounting policies are
those that are reflective of significant judgments and uncertainties, and could
potentially result in materially different results under different assumptions
and conditions. Our most critical accounting polices are described below.

Accounts Receivable

     We evaluate the collectibility of our accounts receivable based on a
combination of factors. In circumstances where we become aware of a specific
customer's inability to meet its financial obligations to us, such as a
bankruptcy filing or a substantial down-grading of a customer's credit rating,
we record a specific reserve to reduce our net receivable to the amount we
reasonably expect to collect. We also record reserves for bad debts based on the
length of time our receivables are past due, the payment history of our
individual customers and the current financial condition of our customers based
on obtainable data and historical payment and loss trends. Our allowance for
doubtful accounts was $0.2 million and $0.2 million at September 30, 2003 and
December 31, 2002, respectively. Uncertainties affecting our estimates include
future industry and economic trends and the related impact on the financial
condition of our customers, as well as the ability of our customers to generate
cash flows sufficient to pay the amounts due. If circumstances change, such as
higher than expected defaults or an unexpected material adverse change in a
customer's ability to meet its financial obligations to us, our estimates of the
recoverability of the receivables due us could be reduced by a material amount.

Revenue Recognition

     We report revenues in two categories: student services revenue and
corporate and university solutions revenue. Student services revenue is
attributable to the parts of our business focused primarily on providing goods
and services to students, their parents and alumni. We derive student services
revenue from commerce, subscription and advertising. Commerce revenue from
continuing operations is derived primarily from transaction-based revenue earned
for reselling products and services and processing stored value transactions. To
date, commerce revenue has primarily included revenue that we receive from the
sale of residence hall linens and related accessories care packages and diploma
frames through direct mail marketing, fees from SA Cash transactions and
e-commerce revenue from our network of websites. After the February 2003 sale of
our SA Cash product line, fees from SA Cash transactions were not a significant
part of our revenue stream. As a result of the May 2003 sale of the assets of
our OCM Direct subsidiary, revenue from the sale of residence hall linens and
related accessories, care packages and diploma frames will be presented in the
results of discontinued operations on our Consolidated Statements of Operations.
Commerce revenue is recognized upon the completion of the related contractual
obligations. Subscription revenue is derived from membership fees related to
enrolling students in the Student Advantage Membership Program. Subscription
revenue is recognized ratably from the date of subscription to the end of the
annual membership period. Advertising revenue consists primarily of fees for
banner advertisements and sponsorships on our network of websites. Website
advertising revenue is recognized as the related impressions are displayed,
provided that no significant obligations remain and collection of the related
receivable is assured. Certain advertising arrangements include guarantees of a
minimum number of impressions. For arrangements with guarantees, revenue is
recognized based upon the lesser of: (1) ratable recognition over the period the
advertising is displayed, provided that no significant Company obligations
remain and collection of the

                                       11
<PAGE>

receivable is assured, or (2) a pro-rata portion of contract revenue based upon
impressions delivered relative to minimum guaranteed impressions to be
delivered.

     Corporate and university solutions revenue is attributable to the parts of
our business focused primarily on providing goods and services to universities
and consists of licensing, management and consulting fees from universities.
This revenue is recognized upon the completion of the related contractual
obligations. Payments received in advance of revenue being earned are recorded
as deferred revenue.

     In accordance with the EITF Issue No. 99-17, "Accounting for Advertising
Barter Transactions," we have recorded barter revenue and expense based upon the
fair value of the advertising surrendered in the transaction. Fair value is
established by reference to comparable cash transactions during the six-month
period preceding the barter transaction. Generally, barter transactions involve
exchanges of banner advertising. For the nine months ended September 30, 2003
and 2002, we recorded $19,000 and $2.5 million of barter revenue and $19,000 and
$2.5 million of barter expense as sales and marketing expense, respectively.

     In accordance with Staff Accounting Bulletin No. 101, "Revenue Recognition
in Financial Statements" and EITF Issue No. 99-19 "Reporting Revenue Gross as a
Principal versus Net," we have evaluated our revenue and determined that it is
being reported in accordance with the guidance. We have recorded certain of our
commerce revenue at gross, as we are considered the primary obligor in the
transaction.

     In November 2001, the Emerging Issues Task Force concluded its discussions
on EITF Issue 01-9, "Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor's Products)". This guidance
requires that an entity account for consideration given to a customer as a
reduction of revenue unless it can demonstrate an identifiable benefit that can
be sufficiently separable from the sale of the products or services to the
customer, and can reasonably estimate the fair value of the benefit identified.
We adopted EITF Issue 01-9 effective January 1, 2002. In accordance with EITF
01-9, we have offset amortization of consideration given to certain vendors
against revenue (for the nine months ended September 30, 2003, this approximated
$0.9 million). While consideration given and received by us are carried at the
gross value of the amounts on the balance sheet, any revenue recognized is
reflected on a net basis in the accompanying statement of operations.

Goodwill and other intangible assets

     Intangible assets include the excess of the purchase price over
identifiable tangible net assets acquired in acquisitions. Such assets include
goodwill, completed technology, workforce, customer lists, non-compete
agreements, websites and other intangible assets, which are being amortized on a
straight-line basis over their estimated economic lives ranging from two to
fifteen years. As a result of the application of SFAS 142 in 2002, we stopped
amortizing the remaining goodwill related to the acquisition of OCM Direct in
the first quarter of 2002. We continued to amortize the remaining value of our
intangible assets related to completed technology, workforce, customer lists,
non-compete agreements and contracts related to our acquisitions of OCM Direct
and CollegeClub. The Company completed an analysis to assess the carrying value
of the remaining goodwill amounts, as of December 31, 2002, and determined there
was no impairment. As of May 1, 2003, in relation to our sale of the assets of
OCM Direct, we removed $17.8 million of net goodwill and intangible assets as
part of the overall loss on sale calculation. As of September 30, 2003, the
remaining intangible asset related to our acquisition of CollegeClub has been
fully amortized. Amortization expense from continuing operations for the
nine-month period ended September 30, 2003 and 2002 was $0.8 million and $1.1
million, respectively.

RESULTS OF CONTINUING OPERATIONS

     The Results of Continuing Operations described herein reflect the exclusion
of our OCM Direct subsidiary, which was sold in May 2003 and is included in the
Results of Discontinued Operations.

Comparison of Quarter Ended September 30, 2003 with Quarter Ended September 30,
2002

     Student Services Revenue. Student services revenue decreased to $4.0
million in the third quarter of 2003 from $4.8 million in the third quarter of
2002. The decrease was primarily due to a reduction in barter revenue of $0.7
million and the sale of substantially all of the assets of our SA Cash brand in
February 2003. These decreases were partially offset by increases in advertising
revenue from our network of web sites primarily as a result of an increase in
online advertising on CollegeClub.com.

     Corporate and University Solutions Revenue. Corporate and university
solutions revenue remained at $0.8 million in the third quarter of 2003 in
relation to $0.8 million in the third quarter of 2002. Decreases in corporate an
university solutions resulting from



                                       12
<PAGE>


the sale of substantially all of the assets of our SA Cash brand in February
2003 were partially offset by increases in website production fees from our
Official College Sports Network.

     For the three-month period ended September 30, 2003 and 2002, there was no
individual customer that accounted for more than 10% of total revenue.

     Cost of Student Services Revenue. Cost of student services revenue consists
of the costs associated with subscription, commerce and advertising revenue.
Subscription costs consists of the costs associated with the fulfillment of
membership subscriptions and customer service. Commerce costs include costs of
goods paid to partners in connection with selling products and personnel-related
costs associated with acquiring customers for the Company. Advertising costs
consist primarily of royalties paid to colleges and universities and fees paid
to partners' in exchange for the right to place media inventory on such parties'
web sites. Cost of student services revenue decreased to $1.7 million in the
third quarter of 2003 from $2.0 million in the third quarter of 2002. The
decrease was due the sale of substantially all of the assets of our SA Cash
brand on February 1, 2003, consistent with the decrease in the related revenue.

     Cost of Corporate and University Solutions Revenue. Cost of corporate and
university solutions revenue consists primarily of the costs of marketing
services and the costs of acquiring customers on behalf of our corporate
clients. Marketing services costs primarily include the direct and indirect
costs associated with planning and implementing events and promotions provided
through our SA Marketing Group brand. There were no cost of corporate and
university solutions revenue in the third quarter of 2003 as compared to $0.2
million in the third quarter of 2002, consistent with the sale of our SA
Marketing Group assets in 2002, which constituted our only cost of corporate and
university solutions revenue.

     Product Development. Product development expenses consist primarily of
personnel-related and consulting costs associated with the development and
enhancement of our suite of products, which include the Student Advantage
Membership Program and our network of web sites. Product development expenses
decreased to $1.3 million in the third quarter of 2003 from $1.8 million in the
third quarter of 2002. The decrease was a result of continued reductions in
technology spending, including the reduction in number of employees engaged in
product development.

     Sales and Marketing. Sales and marketing expenses consist primarily of
personnel and other costs related to our sales and marketing programs. Sales and
marketing expenses decreased to $1.2 million in the third quarter of 2003 from
$3.2 million in the third quarter of 2002. The decrease was primarily related to
a reduction in barter expense of $0.7 million, the sale of substantially all of
the assets of our SA Cash brand in February 2003 and continued reductions in the
number of employees engaged in sales and marketing activities.

     General and Administrative. General and administrative expenses consist
primarily of costs related to general corporate functions, including executive
management, finance, human resources, facilities, accounting and legal. General
and administrative expenses decreased to $0.8 million in the third quarter of
2003 from $1.3 million in the third quarter of 2002. The decrease was primarily
due to a significant reduction in the number of employees engaged in general and
administrative functions.

     Depreciation and Amortization. Depreciation expense decreased to $0.9
million in the third quarter of 2003 from $1.5 million in the quarter of 2002,
primarily due to decreased capital expenditures throughout 2002 and the first
three quarters of 2003. There was no amortization expense in the third quarter
of as compared to $0.6 million in the third quarter of 2002. In accordance with
SFAS 142, we amortized the value of an acquired contract related to CollegeClub,
which was fully amortized as of April 2003.

     Realized Gain (loss) on Sale of Assets. Realized gain (loss) on sale of
assets for the third quarter of 2002 was a loss of $0.4 million related to the
sale of certain fixed assets at a price lower than their net book value.

     Interest and Other Income (Expense), Net. Interest and other income, net,
includes interest income from cash balances and notes receivable and interest
expense related to the Company's financing obligations. Interest expense, net,
was $0.2 million in the third quarter of 2003 compared to $1.2 million of
interest expense, net, in the third quarter of 2002. The decrease in interest
expense resulted primarily from the December 31, 2002 amendment to our Reservoir
credit facility, which resulted in an overall decrease in outstanding
indebtedness of approximately $6.2 million and subsequent payments on our debt
balance of approximately $9.1 million from the proceeds of the sale of our OCM
Direct subsidiary in May 2003.

Comparison of Nine Months Ended September 30, 2003 with Nine Months Ended
September 30, 2002




                                       13
<PAGE>

     Student Services Revenue. Student services revenue decreased to $11.3
million in the first nine months of from $17.2 million in the first nine months
of 2002. The decrease in student services revenue was primarily due to a
reduction in barter revenue of $2.5 million, a $1.5 million reduction in the
amount of revenue related to our contract with General Motors, which expired in
May 2003, and the sale of substantially all of the assets of our SA Cash brand
in February 2003.

     Corporate and University Solutions Revenue. Corporate and university
solutions revenue decreased to $2.1 million in the first nine months of 2003
from $3.7 million in the first nine months of 2002. The decrease in revenue was
due to the sale of the assets of our SA Marketing Group brand on May 8, 2002,
and partially offset by increases in our licensing fees from universities.

     For the nine month period ended September 30, 2003 and 2002 there was no
individual customer that accounted for more than 10% of total revenue.

     Cost of Student Services Revenue. Cost of student services revenue
decreased to $4.5 million in the first nine months of 2003 from $5.8 million in
the first nine months of 2002. The decrease was primarily due to the sale of
substantially all the assets of our SA Cash brand in February 2003, consistent
with the decrease in the related revenue.

     Cost of Corporate and University Solutions Revenue. There was no cost of
corporate and university solutions revenue in the first nine months of 2003
compared to $2.1 million in the first nine months of 2002, consistent with the
sale of our SA Marketing Group assets on May 8, 2002, which constituted our only
cost against our corporate and university solutions revenue.

     Product Development. Product development expenses decreased to $4.4 million
in the first nine months of 2003 from $5.4 million in the first nine months of
2002. The decrease was primarily due to the sale of substantially all of the
assets of our SA Cash brand in February 2003, the reduction in number of
employees engaged in product development in the first nine months of 2003 and a
general reduction in technology spending.

     Sales and Marketing. Sales and marketing expenses decreased to $3.9 million
in the first nine months of 2003 from $10.5 million in the first nine months of
2002. The decrease was primarily related to a reduction in barter expense of
$2.5 million, the sale of our SA Marketing Group assets in May 2002, and the
sale of substantially all of the assets of our SA Cash brand in February 2003.

     General and Administrative. General and administrative expenses decreased
to $2.6 million in the first nine months of 2003 from $5.5 million in the first
nine months of 2002. The decrease was primarily due to a significant reduction
in the number of employees engaged in general and administrative functions.

     Depreciation and Amortization. Depreciation expense decreased to
$3.1 million in the first nine months of 2003 from $4.8 million in the first
nine months of 2002, primarily due to decreased capital expenditures in 2002 and
2003. Amortization expense decreased to $0.8 million in the first nine months of
2003 from $1.1 million in the first nine months of 2002 resulting from the full
amortization of our intangible assets in April 2003 relating to our acquisition
of CollegeClub.

     Realized Gain (Loss) on Sale of Assets. On February 3, 2003, we completed
the sale of certain assets of our SA Cash brand to Blackboard Inc. for a cash
payment of $4.5 million and recorded a net gain of $4.3 million. In May 2002, we
sold the assets of our SA Marketing Group brand to Triple Dot, Inc., for a cash
payment of $6.5 million and an opportunity to earn up to an additional $1.5
million based on the performance of certain pending proposals. For the
nine-month period ended September 30, 2002, we recorded a gain of $7.0 million.
Effective May 5, 2003, we amended the purchase agreement with Triple Dot, Inc.,
to provide that all obligations had been met by both parties in relation to the
$1.5 million earn-out in the original agreement. The Company recorded the $1.5
million as additional gain on sale during the nine-month period ended September
30, 2003. For the nine-month period ended September 30, 2002, the gain was
partially offset by the sale of certain fixed assets at a price lower than the
net book value.

     Interest and Other Income (Expense), Net. Interest and other income, net,
includes interest income, net, of $0.3 million in the first nine months of 2003
compared to $(2.4) million of interest expense, net, in the first nine months of
2002. The decrease in interest expense was mainly a result of December 31, 2002
debt restructuring with our lenders. In accordance with SFAS 15 "Accounting by
Debtors and Creditors Regarding Troubled Debt Restructuring", we recorded the
anticipated total interest expense over the remaining term of the debt as of
December 31, 2002. Accordingly, no interest expense was recorded for the
three-month period ended March 31, 2003. The decrease in interest expense was
also a result of the May 1, 2003 amendment to our Reservoir credit facility. The
Reservoir Lenders agreed to waive $0.5 million of accrued and unpaid interest
under the loan through April 30, 2003 and we made payments on our principal debt
balance of approximately $9.1 million from the proceeds of the sale of our OCM
Direct subsidiary in May 2003.

RESULTS OF DISCONTINUED OPERATIONS



                                       14
<PAGE>

     On May 5, 2003, we sold substantially all of the assets of our OCM Direct
subsidiary to Alloy, Inc., for a cash payment of $15.6 million and $1.8 million
in settlement of the intercompany balance between OCM Direct and us.

     OCM Direct is accounted for as a discontinued operation in the accompanying
financial statements in accordance with Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." OCM's direct results of operations and cash flows have been
removed from our results of continuing operations for all periods presented. All
related disclosures have also been adjusted to reflect the discontinued
operation. Summarized selected financial information from discontinued
operations for the periods indicated is as follows:

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED         NINE MONTHS ENDED
                                   SEPTEMBER 30,             SEPTEMBER 30,
                                      2002               2003              2002
                                      ----               ----              ----
                                                  (IN THOUSANDS)
                                                   (UNAUDITED)

<S>                              <C>                    <C>               <C>
Revenue ......................     $14,461              $ 4,187           $23,632
                                   -------              -------           -------
Income (loss) ................     $ 3,376              $(3,159)          $   814
                                   =======              =======           =======

</TABLE>


The assets and liabilities of the discontinued operation are stated separately
in the balance sheet. The following is a summary of the primary asset and
liability categories as of December 31, 2002 and as finally reported on the
closing date of May 5, 2003:

<TABLE>
<CAPTION>
                                                            (IN THOUSANDS)
                                                              (UNAUDITED)
                                                             DECEMBER 31,
                                                                 2002
                                                             -----------
<S>                                                        <C>

Cash ..................................................        $ 1,290
Accounts receivable, net ..............................          1,047
Prepaid Expenses and other current assets..............            787
Inventories (finished goods) ..........................          1,413
Property and equipment, net ...........................          1,049
Goodwill ..............................................         16,843
Intangible assets .....................................          1,194
                                                               -------
  Total assets ........................................        $23,623
                                                               =======

Accounts payable ......................................        $   553
Accrued liabilities ...................................          1,345
Borrowings under line of credit .......................          1,670
Other liabilities .....................................            196
                                                               -------
  Total Liabilities ...................................        $ 3,764
                                                               =======
</TABLE>



LIQUIDITY AND CAPITAL RESOURCES

     Since our inception, we have financed our operations primarily through the
private placement and public offering of securities, cash from operations,
borrowings under our term loan, credit facilities, loans from equity holders,
sales of accounts receivable and dispositions of businesses. Our liquidity needs
arise primarily from our operating losses, our working capital requirements,
debt service on the indebtedness to the Reservoir Lenders, which we refer to as
the Reservoir Capital credit facility and debt service on the Scholar Loan. In
addition, we expect to have additional liquidity needs as a result of required
repayments of the Reservoir Capital credit facility, the Scholar Loan and the
guarantee fee to Mr. Katzman. As of September 30, 2003 and December 31, 2002, we
had $8.0 million and $16.5 million of total indebtedness, consisting of $5.5
million and $13.0 million in principal borrowings and interest under the
Reservoir Capital credit facility and $2.5 million and $3.5 million in principal
borrowings and interest under the Scholar loan, respectively. The debt
obligations to the Reservoir Lenders, Scholar and Mr. Katzman require payments
of interest accrued at a rate of 10% per annum beginning September 30, 2003, and
have a maturity date of January 31, 2005. As of November 12, 2003, the required
interest payment of $0.3 million has not been made. We are currently engaged in
discussions with the lenders regarding an extension of the interest payment
date.



                                       15
<PAGE>

     As of September 30, 2003, we had cash and cash equivalents of $2.1 million.
In addition, we had current restricted cash of $0.4 million, which represents
amounts held by our third party credit card processor, and long-term restricted
cash of $0.1 million held in escrow pursuant to the terms of the acquisition
agreement we entered into relating to the sale of OCM Direct.

     Net cash used in operating activities from continuing operations was $11.8
million for the nine months ended September 30, 2003, an increase of $3.2
million compared to net cash used for operating activities of $8.6 million for
the nine months ended September 30, 2002. Net cash used in operating activities
from continued operations in the nine months ended September 30, 2003 was
primarily a result of a net gain on sale of assets of $5.8 million, a decrease
in accounts payable of $3.4 million, a decrease in deferred revenue of $4.8
million and a decrease in other accrued expenses of $1.0 million, partially
offset by depreciation and amortization of $3.9 million.

     Net cash provided by investing activities from continuing operations was
$21.7 million for the nine months ended September 30, 2003. Net cash provided by
investing activities was $5.6 million for the nine months ended September 30,
2002. Net cash provided by investing activities in the nine months ended
September 30, 2003 was primarily a result of the proceeds received for the sale
of the assets of OCM Direct in May 2003 and SA Cash in February 2003, which was
partially offset by purchases of fixed assets. Net cash provided by investing
activities the first nine months of 2002 was a result of the proceeds received
for the sale of the assets of our SA Marketing Group brand in May 2002, offset
by purchases of fixed assets.

     Net cash (used in) provided by financing activities from continuing
operations was $(8.5) million and $0.4 million for the nine months ended
September 30, 2003 and 2002, respectively. The net cash used in financing
activities in the nine months ended September 30, 2003 was primarily the result
of net repayment of $8.5 million under the Reservoir Capital credit facility.
The net cash provided by financing activities in the nine months ended September
30, 2002 was primarily the result of the net proceeds of $2.7 million from the
sale of 36,000 shares of common stock in a private placement in May 2002,
partially offset by the net repayment of $1.8 million of our obligations to
Reservoir Capital.

On September 30, 2002, we agreed to borrow $3.5 million from Scholar, Inc., an
entity formed by Raymond V. Sozzi, Jr., our President and Chief Executive
Officer, an affiliate of Atlas II, L.P. and certain other of our stockholders.
The loan is referred to as the Scholar loan, has an interest rate of 10% per
annum and a maturity date of January 31, 2005 and otherwise has the same terms
as the Reservoir Capital credit facility.

     On December 30, 2002, Reservoir Capital agreed to reduce our total
indebtedness to them from approximately $15.7 million to $9.5 million in
exchange for a guarantee from Mr. John Katzman, a member of our Board of
Directors who resigned at the time the amendment was consummated. In exchange
for his guarantee, we agreed to pay Mr. Katzman a $1.0 million fee payable at
the time of certain loan repayments. In addition, Reservoir Capital agreed to
lend us an additional $2.0 million, which was not secured by Mr. Katzman's
guarantee. On January 31, 2003, Reservoir Capital agreed to reduce the $3.5
million payment due on January 31, 2003 to $1.5 million.

     On May 1, 2003, we amended our loan agreements with the Reservoir Lenders,
Scholar, Inc. and John Katzman, (together with Scholar, Inc. and the Reservoir
Lenders, the "Lenders") to provide for payments of $7.8 million of the principal
amount outstanding under the Reservoir credit facility and $1.2 million of the
principal outstanding under the Scholar loan upon the consummation of the sale
of substantially all the assets of the our OCM Direct subsidiary to Alloy, Inc.
In addition, the Reservoir Lenders agreed to extend the maturity date of the
loan from July 1, 2003 to January 31, 2005, to set the interest rate at 10% per
annum beginning May 1, 2003 and require quarterly payments of interest beginning
on September 30, 2003. The Reservoir Lenders and Mr. Katzman also agreed to
waive all accrued and unpaid interest under the loan through April 30, 2003. In
addition, we agreed to pay a fee of $0.1 million on December 31, 2003 and June
30, 2004 if any of the loans are outstanding as of such date. After payment of
an aggregate of $9.0 million on May 6, 2003 in accordance with the terms of the
amendments, the outstanding principal amounts under the Reservoir credit
facility and the Scholar loan were $5.3 million and $2.3 million, respectively.
In connection with the Company's sale of substantially all of the assets of OCM
Direct to Alloy, Inc., Alloy assumed substantially all of the liabilities of OCM
Direct and its subsidiaries, including its obligations under the OCM loan with
Bank of America.

     The following table summarizes our future minimum lease payments under
noncancelable operating and capital leases as of December 31, 2002.Other than
the reduction in operating and capital lease commitments as a result of the OCM
Direct divestiture described in footnote (1) below, since December 31, 2002,
there has been no material change in our future obligations for these
commitments.




                                       16
<PAGE>

YEAR ENDING DECEMBER 31,            CAPITAL LEASES     OPERATING LEASES
------------------------            --------------     ----------------

2003                                           117                1,780
2004                                            46                1,471
2005                                            35                1,355
2006                                            23                  749
2007                                            16                  481
Thereafter                                       3                   --
                                             -----              -------
Total minimum lease payments                 $ 240              $ 5,836
                                             =====              =======


(1) The capital and operating lease commitments shown above include the
following amounts related to the OCM Direct business, which was divested on May
5, 2003:

YEAR ENDING DECEMBER 31,            CAPITAL LEASES     OPERATING LEASES
------------------------            --------------     ----------------

2003                                           103                1,011
2004                                            46                1,035
2005                                            35                1,066
2006                                            23                  749
2007                                            16                  481
Thereafter                                       3                   --
                                             -----              -------
Total minimum lease payments                 $ 226              $ 4,342
                                             =====              =======

     We have experienced substantial net losses since our inception and, as of
September 30, 2003, had an accumulated deficit of $128.8 million. Such losses
and accumulated deficit resulted primarily from significant costs incurred in
the development of our products and services and the establishment of our
infrastructure. We have also experienced a reduction in revenue and an increase
in net losses as a result of the economic downturn, in particular, the downturn
in the media and advertising sector, and as a result of the sale of various
assets, including the OCM Direct business. During 2003, we have continued to
reduce our operating costs and plan to further reduce operating costs over the
remainder of 2003. However, our cash requirements for debt service, primarily
the repayment of debt and continued operations are substantial and our available
resources may not be sufficient to fund such obligations, requiring us to obtain
additional financing.

     We believe that our available cash resources are sufficient to meet our
current obligations under the Reservoir Capital credit facility and Scholar
Loan, which consist of quarterly interest payments beginning on September 30,
2003. However, if we are unable to realize an anticipated increase in revenue
for the remainder of 2003 and cost savings through significant reductions in our
net cash loss, we may be required to obtain additional financing or sell
additional assets. In addition, based on our current expectations, we will be
required to raise additional financing in order to repay our outstanding
indebtedness when it becomes due beginning on January 31, 2005. There can be no
assurance that new or additional sources of financing will be available or will
be available upon terms acceptable to us. To the extent that we finance our
requirements through the issuance of additional equity securities, any such
issuance would result in dilution to the interests of our stockholders.
Furthermore, to the extent that we incur indebtedness in connection with
financing activities, we will be subject to all of the risks associated with
incurring substantial indebtedness, including the risk that interest rates may
fluctuate and cash flow may be insufficient to pay principal and interest on any
such indebtedness. Our Loan Agreement with the Reservoir Lenders imposes
significant restrictions on our ability to raise funds through the sale of
equity, make investments and acquisitions, restructure our operations, obtain
other financing and realize proceeds from sales of assets or equity financings.
As of the filing of our annual report on Form 10-K, as amended, for the year
ended December 31, 2002, these and other factors raised concerns about our
ability to continue as a going concern. With the proceeds of the sales of our SA
Cash product line and substantially all of the assets of our OCM Direct
subsidiary, the related reduction of our debt obligations and restructuring of
our remaining debt, we believe that we have sufficient cash resources for at
least the next 12 months.


    CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

WE HAVE EXPERIENCED LOSSES IN THE PAST AND EXPECT FUTURE LOSSES.

     We have not achieved profitability and have incurred significant operating
losses to date. As of September 30, 2003, our accumulated deficit was $128.4
million. We expect to continue to incur significant operating and capital
expenditures and, as a result,



                                       17
<PAGE>

we will need to generate significant revenue to achieve and maintain
profitability. We may need to further reduce our expenses in order to achieve
and maintain profitability. We may not be able to reduce our expenses without
affecting our ability to generate revenues, consummate transactions or achieve
and sustain profitability. We cannot assure you that we will achieve sufficient
revenue for profitability. We have experienced a reduction in revenue and an
increase in net losses in connection with the economic downturn and, in
particular, the downturn in the media and advertising sector and due to the
sales of various assets. Even if we do achieve profitability, we cannot assure
you that we can sustain or increase profitability on a quarterly or annual basis
in the future. If revenue grows more slowly than we anticipate, or if operating
expenses exceed our expectations or cannot be adjusted accordingly, our
business, results of operations and financial condition will be materially and
adversely affected.

WE HAVE INCURRED A SUBSTANTIAL AMOUNT OF DEBT AND NEED ADDITIONAL CAPITAL, AND
THE FUTURE FUNDING OF OUR CAPITAL NEEDS IS UNCERTAIN.

     We require substantial working capital to fund our business and service our
outstanding debt obligation. As of September 30, 2003, we had $8.0 million of
total indebtedness, consisting of $5.5 million in principal borrowings and
interest under the Reservoir Capital credit facility, and $2.5 million in
principal borrowings and interest under the Scholar loan. The Reservoir Lenders
agreed to extend the maturity date of the loan from July 1, 2003 to January 31,
2005, to set the interest rate at 10% per annum beginning May 1, 2003 and
require quarterly payments of interest beginning September 30, 2003. As of
November 12, 2003, the required interest payment of $0.3 million has not been
made. We are currently engaged in discussions with the lenders regarding an
extension of the interest payment.

     Our ability to continue as a going concern is dependent on our ability to
make required payments on our loans in a timely manner and to fund our
operations until we can generate sufficient revenue to sustain our operations.
If we are not able to do so, our business will be materially adversely affected
and we may not be able to continue as a going concern.

     Due in part to the spending patterns of students and universities, we
experience seasonal variations in our receipts and expenditures of cash. Failure
to generate sufficient revenues, obtain additional capital or financing, and
reduce certain discretionary spending would have a material adverse effect on
our assets, properties, operations and our ability to achieve our intended
business objectives.

     Based on our current expectations, we will be required to raise additional
financing or sell additional assets in order to repay our outstanding
indebtedness as it comes due beginning on January 31, 2005 and we cannot assure
you that we will be able to do so. Our loan agreement with the Reservoir Lenders
imposes significant restrictions on our ability to raise funds through the sale
of equity, make investments and acquisitions, restructure our operations, obtain
other financing and realize proceeds from sales of assets or equity financings.
In addition, funds raised through the issuance of equity securities or
securities convertible into stock may have negative effects on our stockholders,
such as a dilution in percentage of ownership in Student Advantage, and the
rights, preferences or privileges of the new security holders may be senior to
those of the common stockholders.

     Our total debt may have important consequences to us, including but not
limited to the following:

     -    our ability to obtain additional financing for any working capital,
          repayment of debt, capital expenditures, future acquisitions or other
          purposes may be impaired or any such financing may not be on terms
          favorable to us;

     -    we will remain subject to covenants imposed by our lenders which
          restrict our ability to make investments and acquisitions, obtain
          other financing, and realize proceeds from sales of assets;

     -    a substantial decrease in net operating cash flows or increase in
          expenses could make it difficult for us to meet our debt service
          requirements or force us to modify our operations or sell assets; and

     -    our debt structure may place us at a competitive disadvantage and
          affect our ability to adjust rapidly to market conditions or may make
          us vulnerable to a downturn in our business or the economy generally
          or changing market conditions and regulations.

     Our ability to repay or to refinance our obligations with respect to our
indebtedness will depend on our future financial and operating performance,
which, in turn, may be subject to prevailing economic and competitive conditions
and other factors, many of which are beyond our control. We have experienced a
reduction in revenue and increase in net losses as a result of the economic
downturn and, in particular, the downturn in the media and advertising sector.
Our ability to meet our debt service and other





                                       18
<PAGE>


obligations may depend in significant part on the extent to which we can
successfully implement our business and growth strategy. There can be no
assurance that we will be able to successfully implement our strategy or that
the anticipated results of our strategy will be realized.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED A GOING CONCERN MODIFICATION IN THEIR
AUDIT REPORT.

     The report of Ernst & Young LLP, our current independent auditors, with
respect to our financial statements and the related notes for the year ended
December 31, 2002, indicates that, at the date of their report, we had suffered
recurring losses from operations and that our current cash position raised
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments that might result from this
uncertainty.

OUR COMMON STOCK HAS BEEN DELISTED FROM THE NASDAQ NATIONAL MARKET.

     On February 12, 2003, we received notification from the Nasdaq Listing
Qualifications Panel stating that the Panel determined to delist our common
stock from The Nasdaq National Market. The Panel based its decision on our
inability to meet the requirements for continued listing on the Nasdaq National
Market or the Nasdaq SmallCap Market. Our common stock commenced trading on the
OTC Bulletin Board on February 13, 2003.

     The delisting could result in a number of negative implications, including
reduced liquidity in our common stock as a result of the loss of market
efficiencies associated with the Nasdaq National Market as well as the potential
loss of confidence by suppliers, customers and employees, the loss of
institutional investor interest, fewer business development opportunities and
greater difficulty in obtaining financing.

     In addition, the delisting may make it more difficult for an investor to
dispose of, or obtain accurate quotations as to the market value of our stock.
This delisting may negatively impact the value of our stock as stocks trading on
the over-the-counter market are typically less liquid and trade with larger
variations between the bid and ask price. In addition, there are additional
sales practice requirements on broker-dealers who sell such securities, such as
determining the suitability of the purchaser and receiving the purchaser's
written consent to the transaction prior to sale. While the trading price of our
stock is below $5.00 per share, trading in the common stock is also subject to
certain other securities laws requirements, which require additional disclosure
by broker-dealers in connection with any trades involving a stock defined as a
"penny stock," such as delivery of a disclosure schedule explaining the penny
stock market and the risks associated with it. The additional burdens imposed
upon broker-dealers by such requirements may discourage broker-dealers from
effecting transactions in our stock, which could severely limit the market price
and liquidity of our stock.

GENERAL MARKET CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS.

     We believe that general economic conditions and the financial difficulties
that many companies have experienced have caused a slowdown in consumer and
business spending and in companies' budgets for marketing services and have
reduced the perceived urgency by companies to begin or to continue marketing
initiatives. In addition, recent acts of terrorism and subsequent geopolitical
uncertainties have materially and adversely affected travel and tourism
spending, and as a result our revenues for student-related travel services have
been adversely affected. As a result, our current customers may cancel or delay
spending on marketing and other initiatives and there may be a decrease in
demand for our services from potential customers. If companies continue to delay
or reduce their marketing initiatives because of the current economic climate,
or for other reasons, our business, financial condition and results of
operations could be materially adversely affected. Moreover, the current market
conditions have decreased the demand for online advertising, and have put
downward pressure on the cost per thousand impressions which we can charge for
such advertising and have increased the likelihood that, despite our best
efforts and written agreements supporting such efforts, certain of our customers
may be unable to pay for such advertising services we have provided to them.

WE MAY BE SUBJECT TO LITIGATION WHICH COULD HAVE A MATERIAL ADVERSE EFFECT UPON
OUR BUSINESS.

     Our industry has been the subject of litigation regarding intellectual
property and contractual rights. Consequently, there can be no assurance that
third parties will not allege claims against us with respect to current or
future trademarks, advertising or marketing strategies, our syndication of
content to third parties offering archived database service, business processes
or other proprietary rights, or that we will counterclaim against any such
parties in such actions. Any such claims or counterclaims could be time
consuming, result in costly litigation, diversion of management's attention,
require us to redesign our products or marketing strategies or require us to
enter into royalty or licensing agreements, any of which could have a material
adverse effect upon our business, results of operations and financial condition.
Such royalty or licensing agreements, if required, may not be available on terms
acceptable to us or at all.

WE HAVE A LIMITED OPERATING HISTORY AND MAY FACE DIFFICULTIES ENCOUNTERED BY
EARLY STAGE COMPANIES IMPLEMENTING AN ONLINE



                                       19
<PAGE>

AND OFFLINE STRATEGY.

     We have a limited operating history on which an investor can evaluate our
business. An investor in our common stock must consider the risks and
difficulties frequently encountered by early stage companies implementing an
online and offline strategy. These risks include, without limitation, our
possible inability to:

     -    sustain historical revenue growth rates,

     -    generate sufficient revenue to achieve and maintain profitability,

     -    generate or raise sufficient capital to operate and expand our
          business,

     -    implement our business model,

     -    maintain the satisfaction of our members and users, and our university
          and corporate partners,

     -    introduce new and enhanced web and offline products, content, and
          services and avail ourselves of current opportunities, and

     -    respond to current opportunities, competitive developments and market
          conditions.

If we do not successfully manage these risks, our business, results of
operations and financial condition will be materially adversely affected. We
cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

WE MAY NOT SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGY.

     In order to successfully implement our business strategy, we must:

     -    maintain our network of university-endorsed relationships as our
          primary access point to students, their parents and alumni for
          delivery of our Membership program and our online Official College
          Sports Network website,

     -    maintain our network of corporate sponsors,

     -    continue to aggressively build the Student Advantage brand,

     -    continue to increase our student reach and grow the number of paid
          participants in our Membership Program through online membership
          sales, corporate sponsored distributions, and university and college
          sales, and

     -    continue to establish our network of websites as part of our
          integrated approach for delivering our products and services,
          including licensed college sports products, member registration and
          renewal, information regarding national and local sponsors, and
          customer service.

     We are dependent on maintaining college and university relationships to
market and sell our products and services. Our ability to maintain these
alliances and relationships and to develop new alliances and relationships is
critical to our ability to maintain our members, our direct mail customers, our
remaining SA Cash university partners and our Official College Sports Network
university partners. A failure to acquire or maintain alliances and
relationships with colleges and universities could have a material adverse
effect on our business. We are also dependent upon our sponsors, both national
and local, to provide our members and SA Cash participants with discounts on
their products and services. However, our agreements with a number of our
sponsors preclude us from entering into similar arrangements with their
competitors. This restriction may prevent us in some cases from offering
attractive additional discounts to our members. We may encounter difficulties in
establishing or maintaining our network of web sites. Several companies that
provide content to our web sites have discontinued operations or filed for
bankruptcy protection. We may be forced to procure services from other
suppliers, and cannot assure you that we will be able to do so in a timely and
cost-effective manner, and may be required to alter certain of our offerings to
reflect such events. In addition, our members and customers may perceive our web
sites to be lacking certain content or attributes due to the failure of certain
business partners. Finally, we cannot guarantee that Internet users will
maintain interest in our network of websites. A decline in membership or usage
of our network of websites would decrease revenue.

OUR ABILITY TO GENERATE SIGNIFICANT REVENUES AND PROFITS FROM CERTAIN
ESTABLISHED AND NEW PRODUCTS AND SERVICES IS UNCERTAIN.



                                       20
<PAGE>

     Our business model depends, in part, on increasing the amount of revenues
and profits derived from certain established and new products and services. Our
ability to generate significant revenues and profits from these products and
services will depend, in part, on the implementation of our strategy to generate
significant transaction commerce and user traffic. Our strategy includes using
our membership card program to achieve a significant presence in university and
college communities, and to develop and expand on sponsor relationships to
include revenue sharing agreements based on transaction volume. There is intense
competition among offerors of alternative payment methods, including
stored-value cards, debit card and credit cards, and among websites that sell
online advertising. Prior to the second quarter of 2001, the majority of student
memberships were obtained through AT&T or other corporate partners' promotional
offers of Student Advantage memberships. These promotional offers typically
included a free one-year membership in the Student Advantage Membership Program.
Our corporate partners purchased Student Advantage memberships in bulk to
fulfill these promotional offers. We have focused our efforts to change the
marketing model for the sale of memberships from a primarily bulk sale model to
a more balanced model which includes the sale of memberships to both corporate
partners in bulk and direct sales to individuals. We expect to sell memberships
under this model through our corporate partners, the Student Advantage network
of websites, and other related marketing channels. We have experienced and
anticipate continuing to experience a decline in the overall number of
memberships sold through bulk sale arrangements, although we expect that this
decline will be partially offset by an increase in the number of individual
memberships sold at a higher per unit price. The inability to successfully
develop this marketing model or the related sales channels could have a
materially adverse effect on the business and our ability to attract and retain
corporate partners. It is difficult for us to project future levels of
subscription, transaction-related and advertising revenues and profits.

COLLEGES AND UNIVERSITIES ARE INCREASINGLY RELUCTANT TO PERMIT BUSINESSES TO
MARKET PRODUCTS AND SERVICES ON CAMPUS.

     Colleges and universities are becoming increasingly wary of businesses that
market products and services to their students. Recent proposed and enacted laws
may restrict how companies can market products and services to students. Many
colleges and universities are seeking to decrease or eliminate such marketing.
In particular, colleges and universities are concerned that many students have
incurred substantial levels of credit card debt. As a result, colleges and
universities often attempt to prevent credit card companies and other companies
that offer credit from marketing to their students. In the past, we have been
mistaken for a credit card company because we give students a plastic card and a
unique identification number to represent their membership. This sometimes makes
it difficult for us to gain access to college and university students, as we
have been denied access to certain college and university campuses in the past.

OUR STATUS UNDER STATE AND FEDERAL FINANCIAL SERVICES REGULATION IS UNCLEAR.
VIOLATION OF ANY PRESENT OR FUTURE REGULATION COULD EXPOSE US TO LIABILITY,
FORCE US TO CHANGE OUR BUSINESS PRACTICE OR FORCE US TO CEASE OR ALTER OUR
OFFERINGS.

     Our remaining SA Cash offerings involve an industry potentially subject to
government regulation. In the future, we might be subjected to federal or state
banking laws or regulations. If we are deemed to be in violation of any current
or future regulations, we could be exposed to financial liability or forced to
change our business practices or offerings. As a result, we could face
significant legal fees, delays in extending our product offerings, a curtailing
of current or contemplated offerings and damage to our reputation that could
adversely affect our financial results. One or more governmental agencies that
regulate or monitor banks or other types of providers of electronic commerce
services, including the Office of the Comptroller of the Currency and the
Federal Reserve Board, may conclude that, under its statutes and licensing
requirements, we are engaged in an unauthorized banking business. In that event,
we might be subject to monetary penalties and adverse publicity and might be
required to cease doing business with residents of those states. A number of
states have enacted legislation regulating check sellers, money transmitters or
service providers as banks. This uncertainty regarding the scope and application
of these regulations has slowed our ability to market our offerings. Such
liability or changes could have a material adverse effect on our business,
results of operations and financial condition. Even if we are not forced to
change our business practices, we could be required to obtain licenses or
regulatory approvals that could cause us to incur substantial costs.

OUR BUSINESS IS SUBJECT TO SEASONAL FLUCTUATIONS, WHICH MAY AFFECT OUR REVENUES
AND OPERATING RESULTS.

     We tend to sell most of our memberships in the beginning of each academic
term. Starting in May 2003, all memberships expire on the thirteenth month after
issuance. Because the aggregate number of memberships within a school year
increases as new members are added and because we recognize revenue from
memberships ratably over the period from the time of subscription until the end
of our membership year, our subscription revenue will typically be higher in the
first and second quarters than in the fourth quarter of each fiscal year. It is
difficult to determine how the third quarter will typically compare, since it
includes two calendar months from the end of a membership year and the first
month of the subsequent membership year. These seasonal factors could have a
material adverse effect on our business, financial condition and results of
operations.

OUR QUARTERLY REVENUES AND OPERATING RESULTS ARE NOT INDICATIVE OF FUTURE
PERFORMANCE AND ARE DIFFICULT TO FORECAST.



                                       21
<PAGE>

     In addition to the seasonal fluctuations described above, our revenues and
operating results may vary from quarter to quarter for a variety of other
reasons, such as the timing of revenues from corporate sponsors or non-recurring
revenues or charges. You should not rely on quarter-to-quarter comparisons of
our operating results or our operating results for any particular quarter as
indicative of our future performance. It is possible that in some future periods
our operating results may be below the expectations of public market analysts
and investors. In this event, the price of our common stock might fall. A
significant portion of our revenue is derived from our membership business. A
significant percentage of our members graduate each year and, therefore, do not
renew their memberships. Furthermore, substantially all of our memberships
expire annually and require our members to renew the membership subscription.
Our revenue growth is highly dependent upon our ability to market the value of
our Membership Program to college students and to retain members on a yearly
basis. To date, we have not maintained sufficient data to determine the specific
number of members who renew on a yearly basis. A failure to acquire new members,
renew current members or to predict customer demand in our direct mail business
could have a material adverse effect on our business.

WE FACE SIGNIFICANT COMPETITION, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

     We compete with other companies targeting the student population, such as:

     -    publishers and distributors of traditional offline media, particularly
          those targeting college students, such as campus newspapers, other
          print media, television and radio;

     -    vendors of college student information, merchandise, products and
          services distributed through online and offline means, including
          retail stores, direct mail and schools.

     We compete for client marketing budget dollars with other marketing
activities and, in particular, other forms of direct marketing activities, such
as direct mail. In recent years, there have been significant advances in new
forms of direct marketing, such as the development of interactive shopping and
data collection through television, the Internet and other media. Many industry
experts predict that electronic interactive commerce, such as shopping and
information exchange through the Internet will proliferate in the foreseeable
future. To the extent such proliferation occurs, it could have a material
adverse effect on the demand for membership programs.

     Competition for online users and advertisers is intense and is expected to
increase over time as barriers to entry are relatively low. We compete for
visitors, traffic, sponsors and online merchants with web directories, search
engines, content sites, online service providers and traditional media
companies. We also face competition from other companies maintaining websites
dedicated to college students as well as high-traffic websites sponsored by
companies such as AOL Time Warner, CBS, Disney, Terra Lycos, Microsoft, MTV and
Yahoo!

     Many of our competitors have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than we do. In addition, substantially all of
our current advertising customers have established collaborative relationships
with other high-traffic websites. As a result, our advertising customers might
conclude that other Internet businesses, such as search engines, commercial
online services and sites that offer professional editorial content are more
effective sites for advertising than we are. Moreover, we may be unable to
maintain either the level of traffic on our web sites or a stable membership
base, which would make our sites less attractive than those of our competitors.
Increased competition from these and other sources could require us to respond
to competitive pressures by establishing pricing, marketing and other programs
or seeking out additional strategic alliances or acquisitions that may be less
favorable to us than we could otherwise establish or obtain.

WE MAY UNDERTAKE ADDITIONAL ACQUISITIONS OR DIVESTITURES THAT MAY LIMIT OUR
ABILITY TO MANAGE AND MAINTAIN OUR BUSINESS AND MAY BE DIFFICULT TO INTEGRATE
INTO OUR BUSINESS.

     Since 1999, we have acquired and disposed of a number of businesses. In the
future, we may undertake additional acquisitions and sales of certain businesses
or operations. These transactions involve a number of risks, including:

     -    diversion of management attention and transaction costs associated in
          negotiating and closing the transaction;

     -    under-performance of an acquired business relative to our
          expectations;

     -    inability to retain the customers, management, key personnel and other
          employees of the acquired business;

     -    inability to establish uniform standards, controls, procedures and
          policies;

     -    inability to fully utilize all intellectual property of the acquired
          company;




                                       22
<PAGE>

     -    exposure to legal claims for activities and obligations of the
          acquired business arising from events occurring prior to the
          acquisition; and

     -    inability to realize the benefits of divestitures and collect monies
          owed to us.

     Integrating the operations of an acquired business can be a complex process
that requires integration of service personnel, sales and marketing groups,
technological infrastructure and service offerings, and coordination of our
development efforts. Customer satisfaction or performance problems with an
acquired business could affect our reputation as a whole. If we are unable to
effectively fully manage these risks in connection with our acquisitions or
dispositions, our business, operating results and financial condition could be
adversely affected.

WE MUST MANAGE OUR GROWTH AND CONSOLIDATION SUCCESSFULLY, INCLUDING THE
INTEGRATION OF ACQUIRED COMPANIES, IN ORDER TO ACHIEVE OUR DESIRED RESULTS.

     In previous years we experienced dramatic growth in personnel and expect to
continue to hire additional personnel in selected areas. We reduced our
workforce in 2001, 2002 and 2003 to decrease our costs and create greater
operational efficiency. Ongoing growth and consolidation requires significant
time and resource commitments. Further, as a result in part of our acquisitions,
approximately 65% of our employees are based outside of our Boston headquarters.
If we are unable to effectively manage a large and geographically dispersed
group of employees, anticipate our future growth or manage our consolidations
effectively, our business will be adversely affected.

OUR MANAGEMENT TEAM HAS LIMITED EXPERIENCE IN RUNNING A PUBLIC COMPANY.

     Our management team has had limited significant experience in a leadership
role in a public company. We have recently experienced losses in or changes in
our management team, including in information technology, human resources,
legal, marketing and finance and our chief operating officer. We cannot assure
you that the management team as currently configured will be able to continue to
successfully lead a public company. The failure of the management team to
continue to adequately handle this challenge could have a material adverse
effect on our business.

WE MUST ATTRACT AND RETAIN KEY MANAGEMENT AND OTHER HIGHLY QUALIFIED PERSONNEL
IN A COMPETITIVE LABOR MARKET.

     Our success depends largely upon the continued service of our executive
officers, including Raymond V. Sozzi, Jr., our President and Chief Executive
Officer, and other key management and technical personnel, and our ability to
continue to attract, retain and motivate other qualified personnel. Competition
for such personnel is high. We have experienced, and we expect to continue to
experience in the future, difficulty in hiring highly skilled employees with the
appropriate qualifications. Furthermore, our business is labor intensive. If our
ability to assemble a qualified work force were impaired, or if we do not
succeed in attracting new personnel and retaining and motivating our current
personnel, our business could be adversely affected.

OUR SYSTEMS MAY FAIL OR EXPERIENCE A SLOWDOWN.

     Substantially all of our communications hardware and certain of our other
computer hardware operations are located at third-party locations such as
Navisite, Inc. in Andover, Massachusetts and Cable & Wireless in Irvine,
California. Fire, floods, earthquakes, power loss (whether through brown-outs or
the like) or distribution issues, telecommunications failures, break-ins, acts
of terrorism, and similar events could damage these systems. Computer viruses,
electronic break-ins or other similar disruptive problems could also adversely
affect our websites. Our business could be adversely affected if our systems
were affected by any of these occurrences. Our insurance policies may not
adequately compensate us for any losses that may occur due to any failures or
interruptions in our systems. We do not presently have any secondary "off-site"
systems or a formal disaster recovery plan. Our network of websites must
accommodate a high volume of traffic and deliver frequently updated information.
Our websites have in the past and may in the future experience slower response
times or decreased traffic for a variety of reasons. These types of occurrences
could cause users to perceive our websites as not functioning properly and
therefore cause them to use another website or other methods to obtain
information. In addition, our users depend on Internet service providers, online
service providers and other website operators for access to our network of
websites. Many of them have experienced significant outages in the past, and
could experience outages, delays and other difficulties due to system failures
unrelated to our systems.

OUR NETWORKS MAY BE VULNERABLE TO UNAUTHORIZED ACCESS, COMPUTER VIRUSES AND
OTHER DISRUPTIVE PROBLEMS.

     A party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in our operations.
Internet and online service providers have in the past experienced, and may in
the future experience, interruptions in service as a result of the accidental or
intentional actions of Internet users, current and former employees or others.
Moreover, any




                                       23
<PAGE>


well-publicized compromise of security could deter people from using the
Internet or from using it to conduct transactions that involve transmitting
confidential information. We may be required to expend significant capital or
other resources to protect against the threat of security breaches or to
alleviate problems caused by such breaches. Although we intend to continue to
implement industry-standard security measures, there can be no assurance that
the measures we implement will not be circumvented in the future. Our recent
reductions in our technology staff may make it more difficult for us to react to
these threats in the future. Eliminating computer viruses and alleviating other
security problems may require interruptions, delays or cessation of service to
users accessing web pages that deliver our content and services, any of which
could harm our business, our financial condition and the results of our
operations.

WE MAY BE SUED FOR INFORMATION RETRIEVED FROM THE INTERNET.

     We may be subjected to claims for defamation, invasion of privacy,
negligence, copyright or trademark infringement, personal injury or other legal
theories relating to the information we publish on our network of websites or in
our publications or in the form of web crawling or framing. These types of
claims have been brought, sometimes successfully, against online services as
well as other print publications in the past, particularly in connection with
archive services. Our syndication of content, including U-WIRE content, to such
archive services could expose us to indemnification claims in the event
copyright holders assert their rights, and a request for indemnification for
legal fees incurred is pending. We could also be subjected to claims based upon
the content that is accessible from our network of websites through links to
other websites or through content and materials that may be posted by members in
chat rooms or bulletin boards including those located on the CollegeClub.com
website. Our insurance may not adequately protect us against these types of
claims.

WE MAY LOSE MEMBERS AND OUR REPUTATION MAY SUFFER BECAUSE OF UNSOLICITED BULK
EMAIL OR SPAM.

     Unsolicited bulk e-mail, or Spam (including the dissemination of
pornographic links), and our attempts and others' attempts to control such Spam
could harm our business and our reputation, particularly with respect to
CollegeClub.com. To the extent our efforts to block Spam are not effective, our
systems may become unavailable or may suffer from reduced performance.
Spam-blocking efforts by others may also result in others blocking our members'
legitimate messages. Additionally, our reputation may be harmed if e-mail
addresses with our domain names are used in this manner. Any of these events may
cause members to become dissatisfied and discontinue their use of our network of
websites, including CollegeClub.com.

CONSUMER PROTECTION, PRIVACY CONCERNS AND REGULATIONS COULD IMPAIR OUR ABILITY
TO OBTAIN AND USE INFORMATION ABOUT OUR MEMBERS AND USERS AND MAY SUBJECT US TO
LITIGATION.

     We collect and our network of websites captures information regarding our
members and users in order to provide information to them, enable them to access
the services offered on our websites, tailor content to them or assist
advertisers in targeting their advertising campaigns to particular demographic
groups. However, privacy concerns may cause users to resist providing the
personal data necessary to support this tailoring capability. Even the
perception of security and privacy concerns, whether or not valid, may
indirectly inhibit market acceptance of our network of websites. Our network of
websites currently uses "cookies" to track demographic information and user
preferences. A cookie is information keyed to a specific server, file pathway or
directory location that is stored on a user's hard drive, possibly without the
user's knowledge, but is generally removable by the user. Germany has imposed
laws limiting the use of cookies, and a number of internet commentators,
advocates and governmental bodies in the United States and other countries have
urged the passage of laws limiting or abolishing the use of cookies. If these
laws are passed, our business, financial condition and results of operations
could be materially harmed. Legislative or regulatory requirements may heighten
privacy concerns if businesses must notify Internet users that the data may be
used by marketing entities to direct product promotion and advertising to the
user. The Federal Trade Commission and state agencies have been investigating
various Internet companies regarding their use of personal information. In 1998,
the United States Congress enacted the Children's On-line Privacy Protection Act
of 1998. In addition, the Gramm-Leach-Bliley Act ("GLB"), which governs privacy
issues related to financial institutions, went into effect on July 1, 2001. If
our programs are determined to be of a nature covered by the GLB, we may be
required to undertake certain notices to our members and users and/or modify the
membership program and other services. We depend upon collecting personal
information from our customers, and the regulations promulgated under this act
have made it more difficult for us to collect personal information from some of
our customers. If third parties are able to penetrate our network security or
otherwise misappropriate our users' personal information, we could be subject to
liability. We could also be liable for claims based on unauthorized purchases
with credit card information, impersonation or other similar fraud claims. We
could also be held responsible for disclosing personal information or images,
such as our disclosing such information for unauthorized marketing purposes or
for including it in our photo gallery and web cam section on CollegeClub.com.
These claims could result in litigation. In addition, we could incur additional
expenses if new regulations regarding the use of personal information are
introduced or if our privacy practices are investigated. Other countries and
political entities, such as the European Economic Community, have adopted such
legislation or regulatory requirements. If consumer privacy concerns are not
adequately addressed, our business, financial condition and results of
operations could be materially harmed. Although we carry general liability
insurance, this insurance may not be available to cover a particular claim or
may be insufficient. Additionally, our user community on CollegeClub.com exists
in part because of our members' willingness to provide information about
themselves. If claims, litigation, regulation or the acts of third parties
reduce our members'





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<PAGE>


willingness to share this information or our ability to use it, the
attractiveness of the website will decline, which would reduce our ability to
generate revenue through the affected website.

WE MAY BE UNABLE TO RESPOND TO THE RAPID TECHNOLOGICAL CHANGE IN OUR INDUSTRIES.

     Rapidly changing technologies, frequent new product and service
introductions and evolving industry standards characterize our market. To
achieve our goals, we need to integrate effectively the various software
programs and tools required to enhance and improve our product offerings and
manage our business. Our future success will depend on our ability to adapt to
rapidly changing technologies by continually improving the performance features
and reliability of our products and services. We may experience difficulties
that could delay or prevent the successful development, introduction or
marketing of new products and services. In addition, our new enhancements must
meet the requirements of our current and prospective members and must achieve
significant market acceptance. We could also incur substantial costs if we need
to modify our service or infrastructures to adapt to these changes or comply
with new regulations and our recent reductions in our technology staff may make
it more difficult to respond to these challenges.

OUR INTELLECTUAL PROPERTY RIGHTS MAY BE VIOLATED OR SUBJECT TO LITIGATION AND WE
MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

     We believe that protection of our patents, copyrights, service marks,
trademarks, trade secrets, proprietary technology and similar intellectual
property is important to the success of some of our services. We rely on the
following mechanisms to protect such intellectual property:

     -    patent, trademark and copyright law,

     -    trade secret protection, and

     -    confidentiality agreements with employees, customers, independent
          contractors, sponsors and others.

     Despite our best efforts, we cannot assure you that our intellectual
property rights will not be infringed, violated or legally imitated. Failure to
protect our intellectual property could have a material adverse effect on our
business. We have been, and may be, sued or named as a defendant in the future
for infringement of the trademark and other intellectual property rights of
third parties. Any such claims or counterclaims could be time-consuming, result
in costly litigation, diversion of management's attention, require us to
redesign our products or marketing strategies or require us to enter into
royalty or licensing agreements, any of which could have a material adverse
effect on upon our business, results of operations and financial condition. Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us or at all.

CERTAIN CURRENT STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR VOTING STOCK.

     As of August 12, 2003, our executive officers, directors and affiliated
entities, together own approximately 49% of our outstanding common stock.
Therefore, these stockholders are able to significantly influence all matters
requiring stockholder approval and, thereby, our management and affairs. Matters
that typically require stockholder approval include: election of directors,
merger or consolidation, and sale of substantially all of our assets. This
concentration of ownership may delay, deter or prevent acts that would result in
a change of control, which in turn could reduce the market price of our common
stock.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE AND MAY RESULT IN LITIGATION AGAINST
US.

     The stock market has experienced significant price and volume fluctuations,
and our market price has been in the past and could continue to be volatile. In
the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted.
Litigation could result in substantial costs and a diversion of management's
attention and resources.

OUR CHARTER DOCUMENTS MAY INHIBIT A TAKEOVER.

     Provisions in our charter and bylaws may have the effect of delaying or
preventing a change of control or changes in our management that a stockholder
might consider favorable. These provisions include, among others:

     -    the division of the Board of Directors into three separate classes,

     -    the right of the Board to elect a director to fill a vacancy created
          by the expansion of the Board, and



                                       25
<PAGE>

     -    the requirement that a special meeting of stockholders be called by
          the Chairman of the Board, President or Board of Directors.

     This concentration of ownership may delay, deter or prevent acts that would
result in a change of control, which in turn could reduce the market price of
our common stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company does not believe that it has any material market risk exposure
with respect to derivative or other financial instruments.

ITEM 4.  CONTROLS AND PROCEDURES

     The Company's management, with the participation of the Company's chief
executive officer and chief financial officer, evaluated the effectiveness of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of September 30, 2003. Based on this
evaluation, the Company's chief executive officer and chief financial officer
concluded that, as of September 30, 2003, the Company's disclosure controls and
procedures were (i) designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the Company's
chief executive officer and chief financial officer by others within those
entities, particularly during the period in which this report was being prepared
and (ii) effective, in that they provide reasonable assurance that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and regulations and forms.

     No change in the Company's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during
the fiscal quarter ended September 30, 2003 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

PART II. OTHER INFORMATION.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a)  Exhibits

31.1     Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executiv
         Officer.

31.2     Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1     Section 1350 Certification of President and Chief Executive Officer.

32.2     Section 1350 Certification of Chief Financial Officer.


     b)  Reports on Form 8-K

         None


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<PAGE>



SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                    Student Advantage, Inc.



Dated: November 13, 2003            By: /s/ Sevim M. Perry
                                        ---------------------------------------
                                        Sevim M. Perry
                                        Chief Financial Officer and Assistant
                                        Treasurer (Principal Financial and
                                        Accounting Officer)




                                       27
<PAGE>



                                  EXHIBIT INDEX


Exhibit No.   Exhibit
-----------   -------

1.1           Rule 13a-14(a)/15d-14(a) Certification of President and Chief
              Executive Officer.

31.2          Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1          Section 1350 Certification of President and Chief Executive
              Officer.

32.2          Section 1350 Certification of Chief Financial Officer.



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