<PAGE>   1


================================================================================


                       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 March 31, 2001

                                       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>
<CAPTION>
<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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 44,764,915 shares of common
stock as of May 11, 2001.

                                 ---------------


<PAGE>   2

                             STUDENT ADVANTAGE, INC.
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2000

                                 ---------------

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                                             PAGE(S)
                                                                                                                             -------
<S>                 <C>                                                                                                      <C>
  PART I.           FINANCIAL INFORMATION

  ITEM 1.           FINANCIAL STATEMENTS

                    Consolidated Balance Sheets at March 31, 2001 (Unaudited) and December 31, 2000                              3

                    Consolidated Statement of Operations for the three months ended March 31, 2001 and 2000 (Unaudited)          4

                    Consolidated Statement of Cash Flows for the three months ended March 31, 2001 and 2000 (Unaudited)          5

                    Notes to Consolidated Financial Statements (Unaudited)                                                       6

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

                    Factors That May Affect Results of Operations and Financial Condition                                        15

  ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                                    24

  PART II.          OTHER INFORMATION                                                                                            24

  ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K                                                                             24

  SIGNATURES                                                                                                                     25
</TABLE>

                                       2
<PAGE>   3



PART 1.   FINANCIAL INFORMATION.

ITEM 1.      FINANCIAL STATEMENTS.


                             STUDENT ADVANTAGE, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                                            MARCH 31,    DECEMBER 31,
                                                                                              2001           2000
                                                                                            ---------    ------------
                                                                                           (unaudited)

                                     ASSETS
<S>                                                                                        <C>            <C>
Current assets
  Cash and cash equivalents ..........................................................     $   5,004      $  12,762
  Accounts and note receivable (net of reserves of $945 and $815 at March 31, 2001,
   and December 31, 2000, respectively) ..............................................         9,323          5,982
  Prepaid advertising ................................................................         3,350          3,350
  Prepaid expenses and other current assets ..........................................         2,059          1,329
                                                                                           ---------      ---------
   Total current assets ..............................................................        19,736         23,423
  Property and equipment, net ........................................................        12,419         13,343
  Investment .........................................................................         5,263          5,263
  Intangible and other assets, net ...................................................        12,055         13,633
                                                                                           ---------      ---------
   Total assets ......................................................................     $  49,473      $  55,662
                                                                                           =========      =========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable .....................................................................     $   4,832      $   3,564
Accrued compensation .................................................................         2,000          2,840
Other accrued expenses ...............................................................         7,800          7,541
Deferred revenue .....................................................................         5,944          4,013
Current obligation under capital lease ...............................................         1,081          1,208
                                                                                           ---------      ---------
   Total current liabilities .........................................................        21,657         19,166
                                                                                           ---------      ---------

Long-term obligation under capital lease .............................................         1,543          1,861
                                                                                           ---------      ---------
   Total liabilities .................................................................        23,200         21,027
                                                                                           ---------      ---------
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized, 0 shares issued
  and outstanding Common stock, $0.01 par value; Authorized: 150,000,000 shares;
  Issued and Outstanding: 39,674,915 and 39,621,244 at March 31, 2001 and
    December 31, 2000, respectively ..................................................           396            396
  Additional paid-in capital .........................................................       104,076        104,058
  Accumulated deficit ................................................................       (77,524)       (69,004)
  Notes receivable from stockholders .................................................           (50)           (50)
  Deferred compensation ..............................................................          (625)          (765)
                                                                                           ---------      ---------
     Total stockholders' equity ......................................................        26,273         34,635
                                                                                           ---------      ---------
     Total liabilities and stockholders' equity ......................................     $  49,473      $  55,662
                                                                                           =========      =========
</TABLE>

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

                                       3

<PAGE>   4




                             STUDENT ADVANTAGE, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                           THREE MONTHS ENDED
                                                                                MARCH 31,
                                                                                      Restated
                                                                          2001          2000
                                                                      -----------    -----------
                                                                       (unaudited)   (unaudited)
<S>                                                                      <C>          <C>
Revenue
  Student services .................................................     $  9,038      $  6,963
  Corporate and university solutions................................        4,170         4,179
                                                                         --------      --------

     Total revenue .................................................       13,208        11,142
                                                                         --------      --------
Costs and expenses
  Cost of student services revenue (including  stock-based
    compensation of $5 and $11 for the three months ended
    March 31, 2001 and 2000, respectively) .........................        1,810         2,883
  Cost of corporate and university solutions revenue (including
    stock-based compensation of $5 and $7 for the three months
    ended March 31, 2001 and 2000, respectively) ...................        2,437         2,229
  Product development (including stock-based compensation of $23
    and $76 for the three months ended March 31, 2001 and 2000,
    respectively) ..................................................        5,821         3,823
  Sales and marketing (including stock-based compensation of $79
    and $110 for the three months ended March 31, 2001 and 2000,
    respectively) ..................................................        6,049         4,786
  General and administrative (including stock-based compensation
    of $28 and $37 for the three months ended March 31, 2001 and
    2000, respectively) ............................................        2,830         2,341

  Depreciation and amortization ....................................        2,711         1,007
                                                                         --------      --------

     Total costs and expenses ......................................       21,658        17,069
                                                                         --------      --------

Loss from operations ...............................................       (8,450)       (5,927)

Interest income (expense), net .....................................          (70)          473
                                                                         --------      --------
Net loss ...........................................................     $ (8,520)     $ (5,454)
                                                                         ========      ========

Basic and diluted net loss per share ...............................     $  (0.21)     $  (0.15)
                                                                         ========      ========

Shares used in computing basic and diluted net loss per share ......       39,663        35,590
                                                                         ========      ========

</TABLE>


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

                                       4
<PAGE>   5



                             STUDENT ADVANTAGE, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                                FOR THE THREE MONTHS
                                                                                                    ENDED MARCH 31,
                                                                                                 2001           2000
                                                                                               ---------      ---------
                                                                                              (unaudited)    (unaudited)
<S>                                                                                             <C>           <C>
Cash flows from operating activities:
  Net loss ................................................................................     $ (8,520)     $ (5,454)
  Adjustments to reconcile net loss to net cash
     used for operating activities:
     Depreciation .........................................................................        1,356           471
     Amortization .........................................................................        1,355           536
     Reserve for allowances and bad debts .................................................          130           125
     Compensation expense relating to issuance of equity ..................................          140           241
     Amortization of marketing expense associated with common stock warrant ...............          222           222
     Changes in current assets and liabilities, net of effects of acquisitions:
       Accounts and note receivable .......................................................       (3,471)       (2,251)
       Prepaid expenses, other current assets .............................................         (730)          (86)
       Accounts payable ...................................................................        1,269          (606)
       Accrued compensation ...............................................................         (840)         (479)
       Other accrued expenses .............................................................          259         1,034
       Deferred revenue ...................................................................        1,931          (363)
                                                                                                --------      --------
       Net cash used in operating activities ..............................................       (6,899)       (6,610)
                                                                                                ========      ========
Cash flows from investing activities:
  Purchases of fixed assets ...............................................................         (432)         (730)
  Acquisitions of businesses for cash and common stock ....................................           --           (31)
  Purchases of marketable securities ......................................................           --        (5,866)
  Proceeds from sale of marketable securities .............................................           --        14,523
  Purchase of investment ..................................................................           --        (1,000)
                                                                                                --------      --------
       Net cash provided by (used in) investing activities ................................         (432)        6,896
                                                                                                ========      ========
Cash flows from financing activities:
  Repayment of note from stockholder ......................................................           --            29
  Repayment of capital lease obligation ...................................................         (445)           --
  Proceeds from exercise of common stock options, warrants and employee stock purchase
    plan ..................................................................................           18           107
                                                                                                --------      --------
       Net cash provided by (used in) financing activities ................................         (427)          136
                                                                                                ========      ========
Net increase (decrease) in cash and cash equivalents ......................................       (7,758)          422
Cash and cash equivalents, beginning of year ..............................................       12,762        15,370
                                                                                                --------      --------
Cash and cash equivalents, end of year ....................................................     $  5,004      $ 15,792
                                                                                                ========      ========

</TABLE>

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


                                       5
<PAGE>   6



                             STUDENT ADVANTAGE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
NOTE 1 - THE COMPANY

BASIS OF PRESENTATION

         Student Advantage is a media and commerce connection for college
students and the businesses and universities that serve them. We reach students
online through our network of web sites, including collegeclub.com and
studentadvantage.com, and offline through the Student Advantage Membership and
SA Cash Programs. The Student Advantage Membership Program is a national
fee-based membership program, with a current community of approximately
1,780,000 student members who receive benefits including ongoing discounts on
products and services currently offered by over 45 national sponsors and 15,000
participating locations in 125 local markets. Discounts are made available to
students both through our studentadvantage.com web site and at sponsors' retail
locations. The SA Cash Program enables students to use their college ID cards as
a method of payment (stored-value card) for off-campus dining, shopping and
other purchasing needs. We also offer business-to-business marketing and events
and promotion services through SA Marketing Group and we offer information
services, internet content and data management services to colleges and
universities. 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, our revenue was derived primarily from annual
membership fees. Since that time, we have expanded our product and service
offerings through internal growth as well as acquisitions.

         In June 1999, we completed an initial public offering ("IPO") of
6,000,000 shares of our common stock resulting in proceeds of $44.6 million net
of underwriters discounts and commissions. Upon closing of the IPO, each
outstanding share of redeemable convertible preferred stock converted into
shares of common stock at a three to one ratio. On July 21, 1999, we issued an
additional 900,000 shares of common stock as a result of the full exercise of
the underwriters' over-allotment option. We received additional net proceeds of
$6.7 million as a result of the exercise.

         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 for the year ended December 31, 2000.

Unaudited Interim Financial Information

         The unaudited interim consolidated financial statements of Student
Advantage for the three months ended March 31, 2001 and 2000, respectively,
included herein have been prepared in accordance with generally accepted
accounting principals for interim financial information and with the
instructions for 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 generally accepted accounting
principles have been condensed or omitted pursuant to such rules and regulations
relating to interim financial statements.

         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 March 31, 2001, and the results of its operations and
its cash flows for the three months ended March 31, 2001 and 2000, respectively.
The results for the three months ended March 31, 2001 are not necessarily
indicative of the expected results for the full fiscal year or any future
period. Certain prior period balances have been reclassified to conform to the
current period presentation.

NOTE 2 - COMPUTATION OF UNAUDITED NET LOSS PER SHARE (1)

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                         2001           2000
                                                     -----------    -----------
  BASIC AND DILUTED NET LOSS PER SHARE:              (UNAUDITED)    (UNAUDITED)

  Net loss                                              $(8,520)      $(5,454)
                                                        =======       =======

  Basic and diluted weighted average common shares
     outstanding  (2), (3)                               39,663        35,590
                                                        =======       =======


                                       6

<PAGE>   7

  Basic and diluted net loss per share                 $ (0.21)       $ (0.15)
                                                       =======        =======


(1)  Net loss per share is computed under SFAS No. 128, "Earnings Per Share".
     Basic net loss per share is computed using the weighted average number of
     shares. Diluted loss per share does not differ from basic loss per share
     since potential common shares from exercise of stock options and warrants
     are anti-dilutive for all periods presented.

(2)  All outstanding options and warrants to purchase common stock (totaling
     7,966,873 and 4,126,115 at March 31, 2001 and 2000, respectively) were
     excluded from the calculation of diluted earnings per share for all periods
     presented because their inclusion would have been anti-dilutive.

(3)  As of March 31, 2001, Student Advantage had reserved 1,550,000 shares of
     its common stock for the exercise of various warrants with exercise prices
     ranging from $5.00 to $10.87.


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivatives and Hedging Activities" ("SFAS No. 133"). The new
standard establishes accounting and reporting standards for derivative
instruments, including derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. On July 7,
1999, the FASB issued SFAS 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133
-- an amendment to FASB Statement No. 133." SFAS 133, as amended by SFAS 137, is
effective for Student Advantage's fiscal year ending December 31, 2001. On June
19, 2000, certain provisions of SFAS 133 were amended by SFAS 138, "Accounting
for Certain Derivative Instruments - an amendment to FASB Statement No. 133."
The adoption of SFAS No. 133 will not have a material effect on Student
Advantage's financial position or results of operations.

    In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements." This
bulletin summarizes certain views of the staff on applying generally accepted
accounting principles to revenue recognition in financial statements. The staff
believes that revenue is realized or realizable and earned when all of the
following criteria are met: persuasive evidence of an arrangement exists;
delivery has occurred or services have been rendered; the seller's price to the
buyer is fixed or determinable; and collectibility is reasonably assured.
Student Advantage was required to adopt SAB 101 in the fourth quarter of 2000.
The application of this bulletin has not had a material impact on the Company's
financial positions or results of operation as its existing revenue recognition
policies were consistent with SAB 101.

    In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation -- an Interpretation of APB No. 25 ("FIN 44"). FIN 44 clarifies the
application of APB 25 and, among other issues clarifies the following: the
definition of an employee for purposes of applying APB 25; the criteria for
determining whether a plan qualifies as a non-compensatory plan; the accounting
consequence of various modifications to the terms of the previously fixed stock
options or awards; and the accounting for an exchange of stock compensation
awards in a business combination. FIN 44 was effective July 1, 2000, but certain
conclusions in FIN 44 cover specific events that occurred at earlier dates. The
application of FIN 44 has not had a material impact on the Company's financial
position or results of operations.

    In October 2000, the Emerging Issues Task Force (EITF) issued No. 00-14,
"Accounting for Certain Sales Incentives." This Issue addresses the recognition,
measurement, and income statement classification for sales incentives offered
voluntarily by a vendor without charge to customers that can be used in, or that
are exercisable by a customer as a result of, a single exchange transaction. The
EITF also issued No. 99-19, "Reporting Gross as a Principal versus Net as an
Agent." The issue addresses whether a company should report revenue based on (a)
the gross amount billed to a customer because it has earned revenue from the
sale of the goods or services or (b) the net amount retained (that is, the
amount billed to the customer less the amount paid to a supplier) because it has
earned a commission or fee. Both were effective in connection with the
implementation of Staff Accounting Bulletin 101. The application of this
bulletin has not had a material impact on Student Advantage's financial
positions or results of operations.

    In October 2000, the EITF issued 00-16, "Recognition and Measurement of
Employer Payroll Taxes on Employee Stock-Based Compensation". The issue
addresses when a liability for employee payroll taxes on employee stock
compensation should be recognized, which is on the date of the event triggering
the measurement and payment of the tax to the taxing authority (for a
nonqualified option in the United States, generally the exercise date). The
application of this issue has not had a material impact on Student Advantage's
financial position or results of operations.

    In February 2001, the EITF issued 00-19, "Determination of Whether Share
Settlement Is within the Control of the Issuer for Purposes of Applying Issue
No. 96-13". The issue addresses the accounting for contracts that are indexed
to, and potentially settled in,

                                       7
<PAGE>   8

a company's own stock. The issue was effective for all new contracts and
contract modifications entered into after September 20, 2000. For contracts that
exist on September 20, 2000, the issue should be applied on June 30, 2001, to
those contracts that remain outstanding at that date. The application of this
issue has not had a material impact on Student Advantage's financial position or
results of operations.


NOTE 4 - RELATED PARTY TRANSACTIONS

    On November 12, 1999, Student Advantage made an equity investment in
edu.com, Inc. ("edu.com"), a privately held e-commerce company. Student
Advantage paid approximately $4.3 million in cash for approximately 922,000
shares of Series B preferred stock of edu.com. On January 14, 2000, the Company
made an additional investment of approximately $1.0 million in cash for
approximately 217,000 shares of Series B preferred stock of edu.com. The
investment is being carried at cost as we do not believe that a permanent
impairment has occurred as of March 31, 2001.

    Effective with the initial investment, Student Advantage entered into a
two-year marketing and distribution agreement with edu.com, expiring on November
11, 2001. The agreement provides, among other things, that edu.com will become
Student Advantage's exclusive technology e-commerce partner and rewards program
provider, that the parties will pursue certain promotional initiatives on each
other's behalf and that edu.com will make certain payments to Student Advantage,
including $2.0 million payable over the term of the agreement. At December 31,
2000, $1.0 million remained payable under the agreement. Student Advantage
accepted a secured promissory note, which is payable on December 31, 2001, from
edu.com in satisfaction of this obligation. Subsequent to year end, Student
Advantage restructured its agreement with edu.com. The restructured agreement,
which expires December 31, 2001, provides that Student Advantage and edu.com
will pursue certain promotional initiatives on each other's behalf. The Company
recorded revenue of $989,000 and $225,000 related to this agreement during the
three months ended March 31, 2001 and 2000, respectively.

    Effective May 15, 2000, Student Advantage entered into an Affiliate and
E-Commerce Agreement with Princeton Review Publishing, LLC, and The Princeton
Review Management, LLC ("TPR"). Princeton Review Publishing, LLC is a
stockholder of Student Advantage and one of its officers and equity holders is a
member of the Company's Board of Directors. Under the agreement, TPR will pay
the Company a fee to participate in the Student Advantage network by placing the
Student Advantage logo and content on The Princeton Review's review.com web
site. In addition, under the agreement, TPR will provide discounts as part of
the Student Advantage Membership Program and market the discount to high school,
college and university students. Additionally, under the agreement the Company
will pay TPR a fee in exchange for exclusive advertising sales responsibilities
for the review.com web site. The agreement expires on June 15, 2002. The Company
recorded revenue of $292,499 and expense of $516,000 related to this agreement
during the three months ended March 31, 2001. Subsequent to quarter end, Student
Advantage amended and restructured its agreement with TPR. The amendment called
for the termination of the original Affiliate and E-Commerce Agreement effective
March 31, 2001. In conjunction with the amendment, the parties also entered into
a Co-Marketing and Membership agreement expiring on December 31, 2001. Under
this agreement TPR will pay the Company a fee to be the premier test partner on
the Company's collegeclub.com web site. The Company will pay TPR a fee to
promote Student Advantage and the Student Advantage Membership Program on its
review.com web site. In addition, the parties agreed to integrate content onto
each other's respective web sites.


NOTE 5 - OTHER EVENTS

         On May 1, 2001 Student Advantage issued 5 million shares of Common
Stock to five investors, for an aggregate purchase price of $10.0 million. We
also issued to these investors warrants to purchase an additional 2.3 million
shares of common stock, including warrants to purchase 1.5 million shares of
common stock with an exercise price of $3.00 per share and warrants to purchase
800,000 shares of common stock with an exercise price of $3.50 per share. The
warrants to purchase 800,000 shares with an exercise price of $3.50 per share
are subject to certain exercise price adjustments on certain dates based upon
volume-weighted average sales prices. An adjustment described in the preceding
sentence to the exercise price of the warrants shall not result in an adjustment
to the number of shares of Common Stock issuable upon exercise of the warrants.

         On May 10, 2001, Student Advantage acquired certain assets of
edu.com, a privately held e-commerce company specializing in sales of consumer
electronics, hardware and software to students. In connection with the
acquisition, we issued 90,000 shares of Student Advantage common stock and
450,000 warrants for common stock, half of which were issued at market price and
half of which were issued at a premium to market price and assumed certain
liabilities. In addition, we canceled the $1.0 million secured promissory note
from edu.com in exchange for assets collateralizing the secured note. edu.com
will also be entitled to additional warrants if certain financial goals are met
by the end of the year. This consideration and Student Advantage's previous
investment in edu.com will be accounted for under the purchase method of
accounting.


                                       8
<PAGE>   9



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

         Student Advantage, Inc. 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 is a media and commerce connection for college students
and the businesses and universities that serve them, primarily through our
leading membership program and network of web sites. We report our revenue in
two categories: student services revenue and corporate and university solutions
revenue.

    Student services revenue is attributable to the parts of our business which
are focused primarily on providing goods and services to students. Student
services revenue includes commerce, subscription and advertising revenue.
Commerce revenue includes primarily transaction-based revenues earned for
reselling products and services and acquiring student customers on behalf of
other businesses. To date, commerce revenue has included primarily revenue that
we receive from AT&T for obtaining completed calling card applications on their
behalf, revenue from the resale of Eurail passes and e-commerce revenue from the
our network of web sites. Subscription revenue is derived from membership sales.
Subscription revenue is recognized ratably from the date of subscription to the
end of the annual membership period, which ends on August 31 of each year.
Memberships are distributed in several ways. We distribute memberships at no
cost to certain qualified students. Of the membership sold, historically almost
all have been sold to AT&T and distributed in conjunction with an AT&T calling
card. The membership cards associated with these membership sales are co-branded
and serve as both a Student Advantage membership identification card and an AT&T
calling card. We earn a fee from AT&T for these memberships, with a current
commitment by AT&T to purchase 900,000 memberships for the 2000-2001 academic
year. During 1998, 1999, 2000 and the first quarter of 2001, AT&T accounted for
approximately 95%, 94%, 87% and 58% of subscription revenue, respectively. In
June 2000, we restructured our agreements with AT&T (See: Certain Factors that
May Affect Future Results - "We are Dependent Upon AT&T for a Large Percentage
of Our Revenue and We Expect that Revenue to Decline"). Also, during the
1999-2000 academic year, we sold memberships to Capital One for distribution to
their existing and prospective student customer base. We also sell memberships
to certain of our corporate partners for resale to students at their retail
locations. In addition, we sell memberships directly to students for a
membership fee that is currently $20 per year. Advertising revenue consists
primarily of fees for banner advertisements and sponsorships on our network of
web sites.

    Corporate and university solutions revenue is attributable to the parts of
our business which are focused primarily on providing goods and services to
corporations and universities. It includes marketing services and commerce
revenue. Marketing services revenue is derived primarily from providing tailored
marketing services to businesses seeking to market their products and services
to college students. These services include organizing and executing marketing
tours that travel to college campuses, staffing tables in college locations on
behalf of businesses and providing media planning and placement. Commerce
revenue includes primarily transaction-based revenues earned in connection with
acquiring customers on behalf of our corporate clients.

    We 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, our revenue was
derived primarily from annual membership fees. Since that time, we have expanded
our product and service offerings through internal growth as well as
acquisitions.

    We recorded deferred compensation of $4.2 million in the year ended December
31, 1998 and $228,000 in the first quarter of 1999, representing the difference
between the exercise price of stock options granted and the fair market value of
the underlying common stock at the date of grant. The difference is recorded as
a reduction of stockholders' equity and is being amortized over the vesting
period of the applicable stock options, typically four years. Of the total
deferred compensation amount, $808,000, $1.1 million, $771,000 and $140,000 had
been amortized during 1998, 1999, 2000 and the first quarter of 2001,
respectively. During 1999 and


                                       9
<PAGE>   10

2000, we reduced the amount of deferred compensation by approximately $259,000
and $677,000 respectively as a result of cancellation of certain stock options
due to the termination of certain employees' employment with Student Advantage.
The amortization of deferred compensation is recorded as an operating expense.
We currently expect to amortize the following remaining amounts of deferred
compensation as of March 31, 2001 in the periods indicated:

April 1, 2001-- December 31, 2001.................................    $421,000
January 1, 2002-- December 31, 2002...............................    $202,000
January 1, 2003-- December 31, 2003...............................      $2,000

RESULTS OF OPERATIONS

    The financial statements for the interim periods ended March 31, 2001 and
2000 reflect a change in the classification of revenue categories and the
associated cost of sales. The classifications have been changed from
"Subscription" and "Other" to "Student Services" and "Corporate and University
Solutions." In addition, the financial statements for these periods reflect a
change in the presentation of stock based compensation charges. The charges have
been included in each of the operating expense line items rather than as a
separate line item. Prior year amounts have been restated to be consistent with
the current year presentation.

    Comparison of Quarter Ended March 31, 2001 with Quarter Ended March 31, 2000

    Revenue. Total revenues increased to $13.2 million for the first quarter of
2001 from $11.1 million for the first quarter of 2000, due to an increase in
student services revenue of $2.1 million.

    Student Services Revenue. Student services revenue increased to $9.0 million
in the first quarter of 2001 from $6.9 million in the first quarter of 2000. The
increase in student services revenue was primarily due to an increase in online
advertising on our network of web sites. Online advertising increased primarily
as a result of our acquisition of CollegeClub in the fourth quarter of 2000 and
online campaigns provided to AT&T under the restructured agreement.
Transaction-based commerce revenues also contributed to the increase. These
increases were offset, in part, by significant decreases in fees from AT&T for
acquisitions of calling card customers and for membership fees as a result of
the restructuring of the AT&T agreement in June 2000. We do not expect to earn
any fees for the acquisition of AT&T calling card customers in future periods
or from membership fees beyond the current academic year. In addition, we
expect subscription revenue to decline as a percentage of overall student
services revenue in future periods as it is supplanted by an increase in
transaction-based commerce revenue.

    Corporate and University Solutions Revenue. Corporate and university
solutions revenue was virtually unchanged at $4.2 million in the first quarter
of 2001 and in the first quarter of 2000. Increases in marketing services
revenues related to several contracts not in effect in the first quarter of 2000
were offset by decreases in commerce revenue related to our Voice FX business,
and, to a lesser extent, decreases in event staffing, management and execution
provided under the restructured AT&T agreement.

    AT&T accounted for approximately 8% and 39% of total revenue in the first
quarter of 2001 and the first quarter of 2000, respectively. Additionally, AT&T
accounted for approximately 9% and 57% of student services revenue and 5% and 8%
of corporate and university solutions revenue in the first quarter of 2001 and
the first quarter of 2000, respectively. Revenue from AT&T in the first quarter
of 2001 decreased on both an absolute dollar value basis over revenue in the
first quarter of 2000, and on a percentage of revenue basis over revenue in the
first quarter of 2000. We expect that revenue from AT&T will continue to decline
in both absolute terms and as a percentage of revenue in future periods. See
Certain Factors that May Affect Future Results - "We are Dependent Upon AT&T for
a Large Percentage of Our Revenue and We Expect that Revenue to Decline".
General Motors accounted for 15% of total revenue and 21% of student services
revenue in the quarter ended March 31, 2001. One other customer, Capital One,
accounted for approximately 10% and 20% of total revenue, 0% and 3% of student
services revenue, and 33% and 47% of corporate and university solutions revenue
in the first quarter of 2001 and the first quarter of 2000, respectively.

     Cost of Student Services Revenue. Cost of student services revenue consists
of the costs associated with subscriptions, commerce and advertising revenue.
Cost of subscription revenue consists of the costs associated with the
fulfillment of membership subscriptions and customer service. Commerce costs
include costs of goods sold owed to third parties in connection with selling
their products, and personnel-related costs associated with acquiring customers
for AT&T. Advertising costs consist primarily of production and mailing costs
for SAM, Student Advantage Magazine, royalties paid to colleges for the use of
organizational names and logos and for supplying sports activity content for our
network of web sites and fees paid to partners in exchange for the right to
place media inventory on such partners' web sites. Cost of student services
revenue decreased to $1.8 million in 2001 from $2.9 million in 2000. This
decrease was primarily due to a significant decrease in costs consistent with
the decrease in commerce revenue related to the restructuring of the AT&T
agreement in June 2000. Also contributing to the decrease were lower costs
incurred for the production of SAM, Student Advantage Magazine, of which no
issues were published in the first quarter of 2001 and one issue was published
in the first quarter of 2000. These decreases were partially offset by an
increase in costs of goods sold owed to third parties in connection with selling
their products.


                                       10
<PAGE>   11

     Cost of Corporate and University Solutions Revenue. Cost of corporate and
university solutions revenue consists of the costs of marketing services and
commerce. Marketing services costs include the direct and indirect costs
associated with planning and implementing events and promotions, media placement
and other marketing services. Commerce costs include costs incurred primarily in
connection with acquiring customers on behalf of our corporate clients. Cost of
corporate and university solutions revenue increased to $2.4 million in the
first quarter of 2001 from $2.2 million in the first quarter of 2000 primarily a
result of an increase in costs related to marketing services contracts not in
effect in the first quarter of 2000. This increase was partially offset by a
decrease in costs, consistent with the decrease in revenues, related to the
Voice FX business acquired in 1999.

     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 includes the Student Advantage
Membership Program, our network of web sites and the SA Cash Program. Product
development expenses increased to $5.8 million in the first quarter of 2001 from
$3.8 million in the first quarter of 2000. The increase is primarily due to
costs incurred in connection with the acquisition of CollegeClub in the fourth
quarter of 2000, the enhancement of our membership program, the continued
development of studentadvantage.com as a site focused on commerce and the
development of new product offerings.

     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 increased to $6.0 million in the first quarter of 2001 from
$4.8 million in the first quarter of 2000. The increase in sales and marketing
expenses was due, in large part, to increased expenditures related to the
acquisition of CollegeClub in the fourth quarter of 2000. This increase was
partially offset by non-recurring affiliate fees of $1.0 million incurred in the
first quarter of 2000. In connection with the Lycos, Inc. marketing agreement
entered into in the third quarter of 1999, we recorded a warrant valued at $2.2
million. Of this amount, $1.6 million has been expensed to date, of which
$222,000 was amortized to sales and marketing expense in each of the first
quarter of 2001 and the first quarter of 2000. The remainder is being amortized
on a straight line basis over the remaining term of the agreement.

     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 increased to $2.8 million in the first quarter of
2001 from $2.3 million in the first quarter of 2000. The increase in general and
administrative expenses is primarily due to higher facilities, legal, accounting
and personnel related costs related to the acquisition of CollegeClub in the
fourth quarter of 2000.

     Depreciation and Amortization. Depreciation expense increased to $1.4
million in the first quarter of 2001 from $471,000 in the first quarter of 2000
primarily as a result of $8.8 million in fixed assets acquired as a result of
our acquisition of CollegeClub in 2000, and, to a lesser extent, fixed asset
purchases during 2000. Amortization expense increased to $1.4 million in the
first quarter of 2001 from $536,000 in the first quarter of 2000, primarily as a
result of the acquisitions of ScholarAid and College411 and substantially all of
the assets of eStudentLoan and CollegeClub in 2000.

     Stock-Based Compensation. We recorded deferred compensation of $4.2 million
in 1998, an additional $228,000 in 1999, offset by reductions of $259,000 and
$677,000 due to option cancellations as a result of employee terminations in
1999 and 2000, respectively. Of this amount, $2.8 million has been amortized to
expense to date, of which $140,000 was recorded as an expense in the first
quarter of 2001. The remainder is being amortized over the remaining vesting
period of the individual options.

     Interest Income (Expense), Net. Interest income (expense), net includes
interest income from cash balances and interest expense related to Student
Advantage's financing obligations. Interest income (expense), net decreased to
an expense of $70,000 in the first quarter of 2001 from revenue of $473,000 in
the first quarter of 2000. The decrease is a result of interest income earned on
lower average cash and cash equivalents balances during the first quarter of
2001 compared to that of the first quarter of 2000, as well as interest expense
resulting from the assumption of certain capital leases of ScholarAid and
CollegeClub in 2000.

LIQUIDITY AND CAPITAL RESOURCES

    Student Advantage has financed its operations primarily through the private
and public placement of securities, cash from operations, borrowings under its
credit facilities and loans from equity holders. In October 1998, Student
Advantage completed a private placement of equity securities to new investors
and received $9.9 million in net proceeds. In June 1999 the Company completed
its initial public offering selling 6.0 million shares and raising $44.6
million, net of offering costs. On July 21, 1999 an additional 900,000 shares
were issued by Student Advantage as a result of the full exercise of the
underwriters' over-allotment option, resulting in additional net proceeds of
$6.7 million. In October 2000, Student Advantage completed a private placement
of equity securities to investors and received $10.0 million in gross proceeds.
Also in October 2000, we completed our acquisition of substantially all of the
assets of CollegeClub and certain of its subsidiaries and paid $8.3 million in
cash, assumed certain liabilities and issued approximately 1.3 million shares of
our common stock in connection with the acquisition. As of March 31, 2001,
Student


                                       11
<PAGE>   12

Advantage had $5.0 million in cash and cash equivalents.

    On May 1, 2001 Student Advantage completed a private placement of equity
securities to new and existing investors and received $10.0 million in gross
proceeds.

    Net cash used for operating activities was $6.9 million for the first
quarter of 2001 and $6.6 million for the first quarter of 2000. The net cash
used in the first quarter of 2001 was primarily a result of a net loss of $8.5
million, an increase in accounts and note receivable of $3.5 million, and a
decrease in accrued compensation of $840,000, offset by depreciation and
amortization of $2.7 million, an increase in deferred revenue of $1.9 million
and an increase in accounts payable of $1.3 million. The net cash used in the
first quarter of 2000 was primarily a result of a net loss of $5.5 million, an
increase in accounts receivable of $2.3 million, a decrease in accounts payable
of $606,000 and a decrease in accrued compensation of $479,000, offset by an
increase in accrued expenses of $1.0 million and depreciation and amortization
of $1.0 million.

    Net cash used by investing activities of $432,000 in the first quarter of
2001 resulted from the purchase of fixed assets. Net cash provided by investing
activities was $6.9 million in the first quarter of 2000. The cash provided by
investing activities was due to $8.7 million from the sale of marketable
securities, net of purchases of marketable securities. The increase was
partially offset by cash used for an additional investment in edu.com of $1.0
million and the purchase of fixed assets of $730,000 during the first quarter of
2000.

    Net cash used by financing activities in the first quarter of 2001 of
$427,000 was primarily related to repayments of the Student Advantage's capital
lease obligations. Net cash provided by financing activities in the first
quarter of 2000 of $136,000 was primarily the result of the exercise of common
stock options by employees.

    Student Advantage has experienced substantial increases in its expenditures
consistent with growth in operations and staffing, and anticipates that this
will continue for the foreseeable future. Additionally, Student Advantage will
continue to evaluate possible investments in businesses, products and
technologies and plans to expand its web infrastructure, sales and marketing
programs and aggressively promote its brands. While Student Advantage expects to
continue to incur negative cash flows into the third quarter of fiscal 2001, the
Company currently anticipates that its available cash resources, together with
cash expected to be provided from operations, will be sufficient to meet its
anticipated needs for working capital and capital expenditures for at least the
next 12 months. Projections for 2001 include significant growth in revenues. If
revenue projections do not materialize as anticipated, the Company may be
required to obtain additional financing. If additional financing is not obtained
then management will take appropriate action to manage cash resources that would
include the implementation of cost reduction measures. Management estimates that
these cost reductions would provide the necessary funding for operations at such
reduced revenue levels. In addition, any significant acquisitions by us may
require additional equity or debt financing to fund the purchase price, if paid
in cash. There can be no assurance that additional funding will be available
when required or that it will be available on terms acceptable to us.


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. We incurred net losses of $19.6 million in 1999, $24.9 million in 2000
and $8.5 million in the first quarter of 2001. As of March 31, 2001, our
accumulated deficit was $77.5 million. We expect to continue to incur
significant operating and capital expenditures and, as a result, we will need to
generate significant revenue to achieve and maintain profitability.

    We cannot assure you that we will achieve sufficient revenue for
profitability. 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 A LIMITED OPERATING HISTORY AND MAY FACE DIFFICULTIES ENCOUNTERED BY
EARLY STAGE COMPANIES IMPLEMENTING AN ONLINE AND OFFLINE STRATEGY

    We have a limited operating history on which an investor can evaluate our
business. Our operations began in 1992. 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:


                                       12
<PAGE>   13

   -        sustain historical revenue growth rates,

   -        generate sufficient revenue to achieve and maintain profitability,

   -        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

   -        respond to competitive developments.

    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.

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

    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 through the use of our
membership card programs, 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 web sites that sell
online advertising. It is difficult for us to project future levels of
transaction-related and advertising revenues and profits.

TO EXPAND OUR BUSINESS, WE MAY NEED ADDITIONAL CAPITAL, AND THE FUTURE FUNDING
OF THESE CAPITAL NEEDS IS UNCERTAIN

    We require substantial working capital to fund our business. We may require
additional financing if capital requirements vary materially from those
currently planned.

    Additional funds raised through the issuance of equity securities may have
the following negative effects on the then current common stockholders:

    -    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.

    Additional financing may not be available when needed on terms favorable to
us or at all. Our failure to raise additional funds, if needed, or secure a
credit facility may result in our inability to:

    -    develop or enhance our services,

    -    take advantage of future opportunities, or

    -    respond to competitive pressures.

     In addition, significant acquisitions by us will require additional
equity or debt financing to fund the purchase price, if paid in cash. There can
be no assurance that additional funding will be available when required or that
it will be available on terms acceptable to us.


WE ARE DEPENDENT UPON AT&T FOR A LARGE PERCENTAGE OF OUR REVENUE AND WE EXPECT
THAT REVENUE TO DECLINE

    Since February 1, 1997, we have had a relationship with AT&T through which
AT&T has paid us for a variety of goods and services, including memberships
provided free to students with an AT&T calling card and marketing services. In
June 2000, we restructured the agreements with AT&T, through which AT&T will pay
us for a variety of goods and services, including those under the old
agreements, as well as online and offline media placements and new marketing
services.

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<PAGE>   14

    In 1998, we derived $11.8 million, or 61%, of our total revenue from AT&T.
In 1999, we derived $15.2 million, or 55%, of our total revenue from AT&T. In
2000, we derived $16.2 million, or 34%, of our total revenue from AT&T. In the
first quarter of 2001 we derived $1.1 million or 8% of our total revenue from
AT&T. During both the 1998-1999 academic year and the 1999-2000 academic year,
almost all of our members received their Student Advantage memberships at no
charge from AT&T by either electing to apply for an AT&T calling card in
connection with their Student Advantage membership or by receiving a free
Student Advantage membership from AT&T by enrolling for an AT&T
telecommunications service. Under the restructured agreement, AT&T has a
commitment to purchase 900,000 memberships for the 2000-2001 academic year, of
which approximately 607,000 had been purchased as of March 31, 2001. However,
AT&T is not required to purchase a minimum number of memberships under the
restructured agreement after the 2000-2001 academic year. In addition, to date a
significant portion of our commerce revenue has been attributable to fees that
we earned from AT&T for obtaining completed calling card applications from
students. We do not expect to earn any fees for the acquisition of AT&T calling
card customers in future periods. Under the restructured AT&T agreement, there
can be no assurance that we will be successful in maintaining or expanding our
membership base and/or the level of our commerce revenue, and we expect that
revenue from AT&T will decline in both absolute terms and as a percentage of
revenue in future periods.

    Our new agreement with AT&T expires in June 2003; however, AT&T may
terminate the agreement effective June 1, 2001. There are no guaranteed revenues
or membership commitments after September 30, 2001. A decrease in the revenues
derived from AT&T may have a material adverse effect on our business.

A LIMITED NUMBER OF CUSTOMERS REPRESENT A SIGNIFICANT PERCENTAGE OF OUR REVENUE

    A limited number of customers currently account for a significant percentage
of our total revenues. In 2000, two customers, in the aggregate, accounted for
50% of total revenues. In the first quarter of 2001, three customers, in the
aggregate, accounted for 33% of total revenue. We expect a limited number of
customers to continue to account for a significant percentage of total revenues
in the future and we believe that we must continue to acquire additional
customers to be successful. The loss of any one of these customers could have a
material adverse effect on our business.

    While we anticipate that revenues from this limited number of customers will
decline as a percentage of total revenues, we expect that a limited number of
customers will continue to represent a significant percentage of our total
revenues.

OUR OPERATING RESULTS DEPEND ON OUR ABILITY TO MAINTAIN AND INCREASE BUSINESS
ALLIANCES AND UNIVERSITY RELATIONSHIPS

    We are dependent upon our sponsors, both national and local, to provide our
members and SA Cash participants with discounts on their products and services.
We are also 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 and our SA Cash university
partners. A failure to acquire or maintain alliances and relationships with
colleges and universities could have a material adverse effect on our business.
In addition, 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.

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. 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. We are sometimes mistaken for a credit card company
because we give students a plastic card and a unique identification number to
represent their membership, and because we participate in the issuance by
universities of a stored-value card used in conjunction with student ID cards
(SA Cash). This sometimes makes it difficult for us to gain access to college
and university students, and we have been denied access to certain college and
university campuses. To date, we have not maintained sufficient data to
determine the specific number of colleges and universities that have denied us
access to their campuses. Any inability to directly contact students on campus
could have a material adverse effect on our business.

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

    In addition to the seasonal fluctuations described below, 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.

                                       14
<PAGE>   15

    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 program.
Members must join our program each year. A significant percentage of our members
graduate each year and, therefore, do not renew their memberships. Our revenue
growth is highly dependent upon our ability to market the value of our
membership 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 or renew
current members could have a material adverse effect on our business.

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 the fall and
winter academic terms. All of these memberships expire on August 31 of each
year. Because the aggregate number of memberships within a school year increases
as new members are added beginning on September 1, and 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. Our limited operating history and rapid
growth make it difficult for us to more fully assess the impact of seasonal
factors on our business.

WE MAY NOT SUCCESSFULLY IMPLEMENT OUR INTERNET STRATEGY

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

    -   establish our network of web sites as the primary vehicle for delivery
        of our internet products and services, including member registration and
        renewal, information regarding national and local sponsors, and customer
        service,

    -   expand our network of web sites to include more content and services for
        students and encourage our members to use the sites so that they become
        more attractive for advertisers, and

    -   establish our network of web sites as an effective e-commerce platform.

    In addition, with respect to collegeclub.com, we rely mostly on our users to
generate content that is attractive and pertinent to develop and maintain the
web site. A decline in engaging member-generated content could make
collegeclub.com and our other web sites less attractive.

    Moreover, the current market conditions have decreased the demand for online
advertising, have put downward pressure on the cost per thousand impressions
("CPM") which we can charge for such advertising and have increased the
likelihood that despite our best efforts and written agreements supporting such
efforts that certain of our customers may be unable to pay for such advertising
received by them. Finally, we cannot guarantee that internet users will maintain
interest in our network of web sites. A decline in membership or usage of our
network of web sites would decrease revenue. Our failure to successfully
implement our internet strategy could have a material adverse effect on our
business.

WE FACE SIGNIFICANT COMPETITION, WHICH COULD ADVERSELY AFFECT OUR BUSINESS

    The market for online users and advertisers on the internet is rapidly
evolving. Competition for members, visitors, sponsors and merchants is intense
and is expected to increase over time. 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 web sites dedicated to college students as well as high-traffic web
sites sponsored by companies such as AOL Time Warner, CBS, Disney, Excite@Home,
Terra Lycos, Microsoft, MTV and Yahoo!

    We also 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;

    -  providers of payment platforms such as stored-value cards and credit
       cards, including Visa and Mastercard; and


                                       15
<PAGE>   16

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

    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.

    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 web sites. 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.

    We believe that our ability to compete depends upon many factors, including
the following:

    -    the market acceptance of our web sites and online services,

    -    the success of our brand building and sales and marketing efforts,

    -    the performance, price and reliability of services developed by us or
         our competitors,

    -    the effectiveness of our customer service efforts,

    -    user affinity and loyalty,

    -    demographic focus,

    -    critical mass of users,

    -    the ability of our competitors to maintain or establish cooperative
         relationships among themselves or with strategically aligned third
         parties, and

    -    the emergence of new competitors.

    We believe that the principal competitive factors in attracting and
retaining sponsors and advertisers are:

    -    the amount of traffic on a web site,

    -    brand recognition,

    -    the demographics of a site's users,

    -    the ability to offer targeted audiences,

    -    the average duration of user visits, and

    -    cost-effectiveness.

OUR MEMBERSHIP PROGRAM EXPERIENCES SIGNIFICANT COMPETITION FROM OTHER MARKETING
ACTIVITIES

    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 significantly in the
foreseeable future. To the extent such proliferation occurs, it could have a
material adverse effect on the demand for membership programs.

GENERAL MARKET CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS

    Our customers may cancel or delay spending on marketing initiatives because
of the current economic climate. Recently, many companies have experienced
financial difficulties or uncertainty, and have begun to delay spending on
marketing as a result. Furthermore, the financial difficulties that many
companies have experienced have further reduced the perceived urgency by
companies to begin or to continue marketing initiatives. A decrease in
marketing initiatives may result in a decrease of the demand for our services.
If companies continue to delay 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.

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<PAGE>   17

OUR RELATIONSHIP WITH AT&T COULD HINDER OUR ABILITY TO ATTRACT ADDITIONAL
SPONSORS

    Our agreement with AT&T prevents us from including companies that promote
goods and services competitive to AT&T in our AT&T/Student Advantage Membership
Program. Our agreement with AT&T also provides that AT&T will be the sole
provider of free Student Advantage Program memberships to college students in
connection with the promotion of a telecommunications product competitive with
AT&T. Our relationship with AT&T could hinder our ability to attract additional
national sponsors for the Student Advantage Membership Program, particularly
sponsors who distribute or promote telecommunications products.

WE MAY BE UNABLE TO MAKE ATTRACTIVE ACQUISITIONS OR INTEGRATE ACQUIRED COMPANIES

    As part of our business strategy, we plan to continue to acquire or make
investments in complementary businesses, products, services or technologies to
increase our online traffic and obtain new technologies. However, we cannot
assure you that we will be able to identify suitable acquisition or investment
candidates. Even if we do identify suitable candidates, we cannot assure you
that we will be able to make such acquisitions or investments on commercially
acceptable terms. If we buy a business, we could have difficulty in assimilating
that company's personnel, operations, products, services or technologies into
our operations. These difficulties could disrupt our ongoing business, distract
our management and employees, increase our expenses and adversely affect our
results of operations.

    We have acquired several businesses. Recently we acquired substantially
all of the assets of CollegeClub and certain of its subsidiaries and certain
assets of edu.com. Achieving the anticipated benefits of these acquisitions
will depend in part upon whether the integration of these businesses is
accomplished in an efficient, effective and timely manner. In some cases, the
difficulty associated with integrating these businesses may be increased by the
necessity of coordinating geographically separated organizations. There can be
no assurance that the anticipated benefits of these acquisitions will be
achieved.

WE MAY BE UNABLE TO SUCCESSFULLY MANAGE CHANGES IN OUR BUSINESS

    We have experienced a period of significant growth. This growth has placed
significant demands on our management and strains on our resources. Revenue has
increased from approximately $1.8 million in 1996 to $48.0 million in 2000 and
to $13.2 in the first quarter of 2001, as compared to $11.1 million in the first
quarter of 2000. During that same time period, we increased from fewer than 50
to more than 445 employees.

    Our ability to manage changes in our business will depend on our ability to
continue to enhance our operating, financial and management information systems.
We cannot assure you that our personnel, systems and controls will be adequate
to support our growth, if any. If we are unable to manage change effectively,
maintain the quality of our products and services and retain key personnel, our
operating results and financial condition could be significantly 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 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 intense. We have experienced, and we expect to continue to
experience in the future, difficulty in hiring highly skilled employees with the
appropriate qualifications. If we do not succeed in attracting new personnel or
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 Exodus
Communications, Inc. in Waltham, Massachusetts and Navisite in San Jose,
California. Fire, floods, earthquakes, power loss, telecommunications failures,
break-ins and similar events could damage these systems. Computer viruses,
electronic break-ins or other similar disruptive problems could also adversely
affect our web site. 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

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<PAGE>   18

a formal disaster recovery plan, however we are developing a formal disaster
recovery program that we expect to complete in the fourth quarter of 2001.

    Our network of web sites must accommodate a high volume of traffic and
deliver frequently updated information. Our web sites 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
web sites as not functioning properly and therefore cause them to use another
web site or other methods to obtain information.

    In addition, our users depend on internet service providers, online service
providers and other web site operators for access to our network of web sites.
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 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. 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 ARE DEPENDENT ON THIRD PARTIES FOR SOFTWARE, SYSTEMS AND RELATED SERVICES

    We are dependent on various third parties for software, systems and related
services. For example, a third party provides warehousing, distribution,
fulfillment, mail and data processing services for us. As a result, our ability
to deliver various services to our users may be adversely affected by the
failure of these third parties to provide reliable software, systems and related
services to us.

    We have in the past and may in the future experience slower response times
or delays in the processing of applications for students and the delivery of
membership identification cards to our members. Many of these delays have been
caused by third parties upon which we rely for fulfillment services. If we are
unsuccessful in providing our members with membership identification cards or
delivering products and services on a timely basis, our business may be
adversely affected.

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 web sites or
in our publications or the use of our academic search engine 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. We could also be subjected to claims based upon the content that is
accessible from our network of web sites through links to other web sites or
through content and materials that may be posted by members in chat rooms or
bulletin boards including those located on the collegeclub.com web site acquired
through our recent acquisition. 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
E-MAIL 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 spam-blocking efforts 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
web sites, including collegeclub.com.

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

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<PAGE>   19

    Our network of web sites captures information regarding our members and
users in order to provide information to them, enable them to access the
services offered on our web sites, 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 web sites.

    Our network of web sites 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.
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. We may also be subject to additional state and Federal banking
regulations (Federal Reserve) in connection with the introduction of some of our
new products such as SA Cash, eStudentLoan, and ScholarAid.

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

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

    Our industry has been the subject of substantial amounts 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,
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 advertising/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 MAY BE UNABLE TO RESPOND TO THE RAPID TECHNOLOGICAL CHANGE IN OUR INDUSTRY

    Our market is characterized by rapidly changing technologies, frequent new
product and service introductions and evolving industry standards. The recent
growth of the internet and intense competition in our industry exacerbates these
market characteristics. 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.


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<PAGE>   20

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 proceedings or claims could have a material adverse effect on
our business, financial condition and results of operations.

CERTAIN CURRENT STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR VOTING STOCK

    As of May 11, 2001, our executive officers, directors and affiliated
entities, together own approximately 40% 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

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


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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<PAGE>   21

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


PART II. OTHER INFORMATION.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

         None.

(b)      REPORTS ON FORM 8-K

         The company filed Amendment No. 1 to Current Report on Form 8-K/A dated
         October 31, 2000 with the Securities and Exchange Commission on January
         16, 2001.


                                   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.


                                            (Registrant)





         Dated: May 15, 2001                 By: /s/ Kenneth S. Goldman
                                                 -------------------------------
                                                 Kenneth S. Goldman, Executive
                                                 Vice President, Chief
                                                 Financial Officer and Treasurer
                                                 (Principal Financial and
                                                 Accounting Officer)


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