<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 June 30, 2000

                                       OR

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

For the transition period from _______ to ___________


                          Commission File No. 0 - 26173


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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 36,114,337 shares of common
stock as of July 31, 2000.

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

<PAGE>   2


                             STUDENT ADVANTAGE, INC.
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2000

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

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

  ITEM 1.        FINANCIAL STATEMENTS
                 Consolidated Balance Sheets at June 30, 2000 (Unaudited) and December 31, 1999                             3

                 Consolidated Statement of Operations for the three and six months ended June 30, 2000 and 1999             4
                 (Unaudited)

                 Consolidated Statement of Cash Flows for the six months ended June 30, 2000 and 1999 (Unaudited)           5

                 Notes to Consolidated Financial Statements (Unaudited)                                                     6

  ITEM 2.        MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        10

  ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                                  24

  PART II.       OTHER INFORMATION                                                                                          24


  ITEM 2.        CHANGES IN SECURITIES AND USE OF PROCEEDS                                                                  24

  ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                        24

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

  SIGNATURES                                                                                                                25

  EXHIBIT INDEX                                                                                                             26
</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>

                                                                                                      JUNE 30,       DECEMBER 31,
                                                                                                       2000             1999
                                                                                                    -----------      -----------
                                                                                                    (unaudited)
<S>                                                                                                   <C>              <C>
                                        ASSETS
Current assets
  Cash and cash equivalents .....................................................................    $ 15,427         $ 15,370
  Marketable securities .........................................................................       8,813           20,546
  Accounts  receivable (net of reserves of $648 and $328 at June 30, 2000, and December 31, 1999,
    respectively) ...............................................................................       6,964            4,527
  Prepaid expenses and other current assets .....................................................       2,032            2,698
                                                                                                     --------         --------
   Total current assets .........................................................................      33,236           43,141
  Property and equipment, net ...................................................................       4,611            4,038
  Investment ....................................................................................       5,263            4,262
  Intangible and other assets, net ..............................................................      10,405            9,355
                                                                                                     --------         --------
   Total assets .................................................................................    $ 53,515         $ 60,796
                                                                                                     ========         ========
                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Borrowing under line of credit ..................................................................      $2,000         $   --
Accounts payable ................................................................................       3,502            3,329
Accrued compensation ............................................................................       2,029            1,523
Other accrued expenses ..........................................................................       6,805            4,574
Deferred revenue ................................................................................       6,001            9,576
                                                                                                     --------         --------
   Total current liabilities ....................................................................      20,337           19,002
                                                                                                     --------         --------
Notes payable ...................................................................................        --                100
                                                                                                     --------         --------
   Total liabilities ............................................................................      20,337           19,102
                                                                                                     --------         --------
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:
  36,212,362 and 35,435,398 at June 30, 2000 and December 31, 1999, respectively ................         362              354
  Additional paid-in capital ....................................................................      89,242           87,690
  Accumulated deficit ...........................................................................     (55,071)         (44,058)
  Notes receivable from stockholders ............................................................         (50)             (79)
  Deferred compensation .........................................................................      (1,305)          (2,213)
                                                                                                     --------         --------
     Total stockholders' equity .................................................................      33,178           41,694
                                                                                                     --------         --------
     Total liabilities, redeemable convertible preferred stock and stockholders' equity .........    $ 53,515         $ 60,796
                                                                                                     ========         ========
</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         SIX MONTHS ENDED
                                                                                           JUNE 30,                  JUNE 30,
                                                                                     2000          1999         2000         1999
                                                                                 -----------   -----------  -----------  -----------
                                                                                 (unaudited)   (unaudited)  (unaudited)  (unaudited)
<S>                                                                                  <C>          <C>         <C>           <C>
Revenue
  Student Services ..............................................................  $  7,391     $  4,202     $ 14,354     $  8,278
  Corporate and University Solutions ............................................     4,172          590        8,351        1,421
                                                                                   --------     --------     --------     --------

     Total revenue ..............................................................    11,563        4,792       22,705        9,699
                                                                                   --------     --------     --------     --------
Costs and expenses
  Cost of student services revenue (excluding stock-based
     compensation of $8 and $14 for the three months ended June
     30, 2000 and 1999, respectively, and $19 and $29 for the
     six months ended June 30, 2000 and 1999, respectively.) ....................     2,716        1,947        5,586        4,390
  Cost of corporate and university solutions revenue (excluding
    stock-based  compensation of $7 and $8 for the three months
    ended June 30, 2000 and 1999, respectively, and $14
    and $16 for the six months ended June 30, 2000 and 1999,
    respectively.) ..............................................................     2,170          684        4,394        1,236
  Product development (excluding stock-based compensation of
    $35 and $80 for the three months ended June 30, 2000 and 1999,
    respectively, and $107 and $159 for the six months
    ended June 30, 2000 and 1999, respectively.) ................................     3,976        1,553        7,723        2,810
  Sales and marketing (excluding stock-based compensation
    of $104 and $140 for the three months ended June 30, 2000
    and 1999, respectively, and $217 and $270 for the six
    months ended June 30, 2000 and 1999, respectively.) .........................     4,420        2,837        9,096        4,957
  General and administrative (excluding stock-based
    compensation of $34 and $40 for the three months
    ended June 30, 2000 and 1999, respectively, and
    $73 and $80 for the six months ended June 30, 2000
    and 1999, respectively.) ....................................................     2,612        2,616        4,915        4,503
  Depreciation and amortization .................................................     1,436          300        2,443          605
  Stock-based compensation ......................................................       188          282          430          554
                                                                                   --------     --------     --------     --------

     Total costs and expenses ...................................................    17,518       10,219       34,587       19,055
                                                                                   --------     --------     --------     --------

Loss from operations ............................................................    (5,955)      (5,427)     (11,882)      (9,356)

Interest income (expense), net ..................................................       396           50          869          124
                                                                                   --------     --------     --------     --------

Net loss ........................................................................  $ (5,559)    $ (5,377)    $(11,013)    $ (9,232)
                                                                                   ========     ========     ========     ========

Basic and diluted net loss per share ............................................  $ (0.15)     $ (0.26)     $ (0.31)     $  (0.47)
                                                                                   ========     ========     ========     ========

Shares used in computing basic and diluted net loss per share ...................    35,980       21,027       35,784       19,792
                                                                                   ========     ========     ========     ========

Unaudited pro forma basic and diluted net loss per share ........................    $(0.15)    $  (0.19)    $  (0.31)     $ (0.34)
                                                                                   ========     ========     ========     ========

Shares used in computing unaudited pro forma basic and diluted net loss
    per share ...................................................................    35,980       28,169       35,784       27,484
                                                                                   ========     ========     ========     ========
</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 SIX MONTHS
                                                                                                         ENDED JUNE 30,
                                                                                                      2000             1999
                                                                                                  -----------      ----------
                                                                                                  (unaudited)      (unaudited)
<S>                                                                                                <C>               <C>
Cash flows from operating activities:
  Net loss ................................................................................        $(11,013)         $(9,232)
  Adjustments to reconcile net loss to net cash
     used for operating activities:
     Depreciation and amortization ........................................................           2,443              559
     Reserve for allowances and bad debts .................................................             320
                                                                                                                           4
     Compensation expense relating to issuance of equity ..................................             430              554
     Issuance of stock in exchange for services ...........................................              --               65
     Amortization of marketing expense associated with common stock warrant ...............             444               --
     Changes in assets and liabilities, net of effects of acquisitions:
       Accounts receivable ................................................................          (2,756)           1,015
       Prepaid expenses, other current assets and other assets ............................             682             (436)
       Accounts payable ...................................................................              67            1,291
       Accrued compensation ...............................................................             506              (16)
       Accrued expenses ...................................................................           1,892            2,193
       Deferred revenue ...................................................................          (3,575)           1,468
                                                                                                   --------          -------
       Net cash used for operating activities .............................................         (10,560)          (2,535)
                                                                                                   --------          -------
Cash flows from investing activities:
  Purchases of fixed assets ...............................................................          (1,323)          (1,088)
  Acquisitions of businesses for cash, net of cash acquired ...............................          (1,146)          (1,190)
  Purchases of marketable securities ......................................................          (8,813)         (20,582)
  Proceeds from sale of marketable securities .............................................          20,546               --
  Purchase of investment ..................................................................          (1,001)              --
  Proceeds from sale of fixed assets ......................................................              --               16
                                                                                                   --------          -------
       Net cash provided by (used for) investing activities ...............................           8,263          (22,844)
                                                                                                   --------          -------
Cash flows from financing activities:
  Repayment of note from stockholder ......................................................              29               --
  Proceeds from issuance of common stock, net of issuance costs ...........................              --           43,255
  Proceeds from exercise of common stock options, warrants and employee stock purchase plan             325              512
  Borrowings under line of credit .........................................................           2,000               60
                                                                                                   --------          -------
       Net cash provided by financing activities ..........................................           2,354           43,827
                                                                                                   --------          -------
Adjustment to conform fiscal period of University Netcasting, Inc. ........................              --            1,647
Net increase in cash and cash equivalents .................................................              57           20,095
Cash and cash equivalents, beginning of year ..............................................          15,370            6,140
                                                                                                   --------          -------
Cash and cash equivalents, end of year ....................................................        $ 15,427          $26,235
                                                                                                   ========          =======
</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, Inc. and its subsidiaries ("Student Advantage" or the
"Company") are dedicated to serving the needs of college students through our
leading membership program and network of web sites. We provide college students
with discounts on a broad range of products and services nationwide through the
Student Advantage membership program, as well as our network of web sites
(Student Advantage Network) and magazine. We also offer marketing services to
corporations seeking to communicate effectively with the college student market.
Through our FANSonly Network, FANSonly.com, we provide sports fans with
comprehensive on-line information and analysis on college sports. Student
Advantage, Inc. was incorporated in the State of Delaware on October 20, 1998.
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.

     In June 1999, we completed an initial public offering ("IPO") of 6,000,000
shares of common stock resulting in $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.

     The financial statements for the three and six months ended June 30, 1999,
have been restated to reflect the acquisition of University Netcasting, Inc.
("UNI") in June 1999, which was accounted for as a pooling of interests and,
accordingly, the historical consolidated financial statements of Student
Advantage prior to the acquisition have been restated to include UNI's financial
position, results of operations and cash flows.

     The financial statements for the three and six months ended June 30, 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." Student
services revenue is that revenue which is attributable to the parts of our
business that are focused primarily on providing goods and services to
students. Corporate and university solutions revenue includes those revenues
that are attributable to the parts of our business that are focused primarily
on providing goods and services to corporations and universities. As we
continue to expand the products and services that we offer, the change in
reporting categories better represents the types of products and services and
their associated costs. Certain prior period balances have been reclassified to
conform to the current period presentation. We continue to operate as a single
segment since the financial information reviewed by the chief decision maker
reflects one segment.

     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, 1999.

UNAUDITED INTERIM FINANCIAL INFORMATION

     The unaudited interim consolidated financial statements of Student
Advantage for the three and six months ended June 30, 2000 and 1999,
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 the Student Advantage at June 30, 2000, and the results of its operations and
its cash flows for the three and six months ended June 30, 2000 and 1999,
respectively. The results for the three and six months ended June 30, 2000 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 - ACQUISITIONS

     THE TRAVEL HOLDING GROUP, LLC AND THE CAMPUS AGENCY, LLC. On April 1, 1999,
Student Advantage completed its acquisitions of substantially all the assets of
The Travel Holding Group, LLC and The Campus Agency, LLC in exchange for a
promissory note in the amount of $330,000 which has been paid in full. The
Campus Agency provides media planning and strategy consulting services to the
U.S. student travel market. The Travel Holding Group is a reseller of Eurail
passes. The acquisitions have been accounted for under the purchase method of
accounting and the results of operations of each company have been included in
Student Advantage's results beginning on the acquisition date. Goodwill and
other intangible assets in the aggregate amount of $305,000 were recorded in
connection with these acquisitions and are being amortized over three years.

                                       6

<PAGE>   7


     MENTOR INTERACTIVE CORP. On May 27, 1999, Student Advantage acquired
substantially all of the assets of Mentor Interactive Corp., a provider of
Internet-based research tools and related materials in exchange for 18,056
shares of common stock and a warrant to purchase 24,000 shares of common stock
at a purchase price of $11.08 per share with an aggregate estimated fair value
of approximately $300,000. The warrant expired in May of 2000. This acquisition
has been accounted for under the purchase method of accounting and the results
of Mentor Interactive Corp. have been included in Student Advantage's results
beginning on the acquisition date. Goodwill and other intangible assets in the
aggregate amount of $312,000 were recorded in connection with the acquisition.
Due to a change in estimated useful life, the remaining balance of approximately
$226,000 was amortized to expense during the quarter ended June 30, 2000.

     TRANSACTION SERVICE PROVIDERS, INC. On June 11, 1999, Student Advantage
acquired Transaction Service Providers, Inc. ("TSP"), a provider of stored value
card services to universities, students and local merchants, in a transaction
accounted for as a pooling of interests. Because the historical results of
operations and financial position of Transaction Services Providers were
immaterial to Student Advantage, prior period financial statements have not been
restated and TSP's results of operations have been included in Student
Advantage's results as of April 1, 1999. In connection with the acquisition,
Student Advantage issued 195,000 shares of common stock to the stockholders of
Transaction Service Providers.

     UNIVERSITY NETCASTING, INC. On June 18, 1999, Student Advantage acquired
all of the outstanding capital stock of UNI in exchange for 2,425,610 shares of
Student Advantage common stock and the assumption of all UNI outstanding common
stock options, which were converted into options to purchase a total of 66,634
shares of our common stock. Through our FANSonly Network, FANSonly.com, we
provide sports fans with comprehensive on-line information and analysis on
college sports. This acquisition was accounted for using the
pooling-of-interests method and, accordingly, the historic consolidated
financial statements of Student Advantage prior to the acquisition have been
restated to reflect the financial position, results of operations and cash flows
of UNI.

     Effective, June 18, 1999, UNI's fiscal year end was changed from March 31
to December 31 to conform to Student Advantage's year end. UNI's results of
operations for the three and nine months ended December 31, 1998 have been
included in Student Advantage's three and nine months ended September 30, 1998
results, respectively. Accordingly, UNI's operations for the three months ended
March 31, 1999 have been included in Student Advantage's results for both of the
years ended December 31, 1998 and 1999. Revenue and net loss for UNI for the
three months ended March 31, 1999 were $682,000 and $1.6 million, respectively.
This net loss amount has been reported as an adjustment to the consolidated
accumulated deficit.

     VOICE FX CORPORATION. On October 7, 1999, Student Advantage acquired Voice
FX Corporation ("Voice FX"), a provider of Internet and Interactive Voice
Response (IVR) services to college and university registrars. In connection with
the acquisition, Student Advantage paid approximately $1.1 million in cash,
issued 430,082 shares of common stock and assumed all of Voice FX's outstanding
common stock options, which were converted into options to purchase a total of
59,687 shares of common stock. The acquisition was accounted for under the
purchase method of accounting and the results of operations have been included
in Student Advantage's results of operations beginning on the acquisition date.
Goodwill and other intangible assets in the aggregate amount of $6.3 million
were recorded in connection with the acquisition and are being amortized on a
straight-line basis over expected useful lives of between three and five years.


     COLLEGE411.COM, INC. On May 17, 2000, Student Advantage acquired
College411.com, Inc. ("College411"), a provider of web-based college and
university student-focused content. In connection with the acquisition, Student
Advantage issued 193,837 shares of common stock, assumed all of College411's
outstanding common stock options, which were converted into options to purchase
a total of 36,162 shares of our common stock, and forgave a loan of
approximately $250,000. The acquisition has been accounted for under the
purchase method of accounting and the results of operations have been included
in Student Advantage's results of operations beginning on the acquisition date.
Goodwill and other intangible assets in the aggregate amount of $1.4 million
have been recorded in connection with the acquisition and are being amortized on
a straight-line basis over two years.


     SCHOLARAID.COM INC. On May 18, 2000, Student Advantage acquired
Scholaraid.com, Inc. ("Scholaraid"), a provider of web-based scholarship and
educational research tools. In connection with the acquisition, Student
Advantage issued 131,638 shares of common stock, assumed all of Scholaraid's
outstanding common stock options, which were converted into options to purchase
a total of 21,302 shares of our common stock, and forgave a loan of
approximately $493,000.  The acquisition has been accounted for under the
purchase method of accounting and the results of operations have been included
in Student Advantage's results of operations beginning on the acquisition date.
Goodwill and other intangible assets in the aggregate amount of $1.4 million
have been recorded in connection with the acquisition and are being amortized on
a straight-line basis over three years.


                                       7

<PAGE>   8

NOTE 3 - COMPUTATION OF UNAUDITED NET LOSS PER SHARE AND PRO FORMA NET LOSS PER
         SHARE (2)

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                                     JUNE 30,                     JUNE 30,
                                                                               2000          1999           2000           1999
                                                                           -----------    ----------     -----------    -----------
             BASIC AND DILUTED NET LOSS PER SHARE:                         (UNAUDITED)    (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
<S>                                                                          <C>            <C>           <C>            <C>
Net loss                                                                     $(5,559)       $(5,377)      $(11,013)      $(9,232)
                                                                             =======        =======       ========       =======

Basic and diluted weighted average common shares  outstanding (1), (3)        35,980         21,027         35,784        19,792
                                                                             =======        =======       ========       =======

Basic and diluted net loss per share                                         $ (0.15)       $ (0.26)        $(0.31)       $(0.47)
                                                                             =======        =======       ========       =======

PRO FORMA BASIC AND DILUTED NET LOSS PER SHARE:
Net loss                                                                     $(5,559)       $(5,377)      $(11,013)      $(9,232)
                                                                             =======        =======       ========       =======
Shares attributable to common stock, excluding effects of
   preferred stock conversion (1), (3)                                                       19,928                       19,243
Shares attributable to the conversion of convertible
   preferred stock upon closing of the initial public
   offering                                                                                   8,241                        8,241
                                                                                            -------                      -------

Pro forma basic and diluted weighted average shares outstanding                              28,169                       27,484
                                                                                            =======                      =======

Pro forma basic and diluted net loss per share                                              $ (0.19)                     $ (0.34)
                                                                                            =======                      =======
</TABLE>

(1)  The financial results for the three and six month periods ended June 30,
     1999 have been restated to reflect the acquisition of University
     Netcasting, Inc. in June 1999, which was accounted for as a pooling of
     interests.

(2)  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 conversion of preferred stock and
     exercise of stock options are anti-dilutive for all periods presented. Pro
     forma basic and diluted net loss per share have been calculated assuming
     the conversion of all outstanding shares of Series A preferred stock into
     common shares, as if the shares had converted immediately upon their
     issuance.

(3)  All outstanding options and warrants to purchase common stock (totaling
     5,747,529 and 3,534,945 at June 30, 2000 and 1999, respectively) were
     excluded from the calculation of diluted earnings per share for all periods
     presented because their inclusion would have been anti-dilutive.

NOTE 4 - WARRANT

     On July 21, 1999, Student Advantage entered into a marketing agreement with
Lycos, Inc. In connection with the transaction, Lycos was granted a warrant (the
"Lycos warrant") to purchase 550,000 shares of Student Advantage common stock at
a price of $10.875 per share. The Lycos warrant terminates on July 21, 2002 and
is exercisable on or after July 21, 2000. We valued the Lycos warrant at $2.2
million, which is being recognized as a sales and marketing expense on a
straight-line basis over the term of the marketing agreement, which is thirty
months.

                                       8

<PAGE>   9

NOTE 5 - EQUITY INVESTMENTS

     edu.com, Inc. On November 12, 1999, Student Advantage made an investment in
edu.com, a privately held e-commerce company. Student Advantage paid
approximately $4.3 million in exchange for approximately 922,000 shares of
Series B preferred stock of edu.com. In January 2000, Student Advantage invested
an additional $1.0 million in exchange for approximately 217,000 shares of
Series B preferred stock. This investment is being recorded at the lower of cost
or market.

NOTE 6 - 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." Student Advantage does not expect the adoption of SFAS No. 133 to have
a material effect on its 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. We are
required to adopt SAB 101 in the fourth quarter of 2000. We do not expect the
application of this bulletin to have a material impact on our financial
positions or results of operation.

NOTE 7 - RELATED PARTY TRANSACTIONS

     Effective May 15, 2000, we entered into an Affiliate and E-Commerce
Agreement with The Princeton Review LLC, an affiliate of Princeton Review
Publishing LLC, which is a significant stockholder of Student Advantage, and of
which one of the members of our Board of Directors is an officer. Under the
agreement, The Princeton Review will pay a us a fee to be a participant in the
Student Advantage Network through placements of the Student Advantage logo and
content on The Princeton Review review.com web site. In addition, under the
agreement, The Princeton Review 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 we will assume
advertising sales responsibilities for the review.com web site and pay The
Princeton Review a fee in exchange for this exclusive right. The agreement
expires on June 15, 2002.

NOTE 8 - SUBSEQUENT EVENTS

     On July 28, 2000, Student Advantage completed its acquisition of certain of
the assets of eStudentloan, LLC, in exchange for approximately $910,000 in cash.
eStudentloan, LLC is an on-line student loan search engine. The acquisition has
been accounted for under the purchase method of accounting and the results of
operations of eStudentloan will be included in Student Advantage's results
beginning on the acquisition date. Goodwill and other intangible assets in the
approximate amount of $1.0 million will be recorded in connection with this
acquisition and will be amortized over expected useful lives of three to five
years. The eStudentloan assets are subject to a repurchase right held by the
Seller that expires on September 26, 2000.


                                       9

<PAGE>   10

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 "Risk
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 dedicated to serving the needs of college students
through our leading membership program and network of web sites. Our revenue is
generated from student services revenue, and corporate and university solutions
revenue.

     Student services revenue is that revenue that is attributable to the parts
of Student Advantage's business that are focused primarily on providing goods
and services to students. Student services revenue includes subscription,
commerce and advertising revenue. Subscription revenue is derived from
membership sales. Memberships are sold in several different ways. To date,
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 the 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, and the six months ended June 30,
2000, AT&T accounted for approximately 95%, 94%, and 89% of subscription
revenue, respectively. In June 2000, we restructured our agreements with AT&T
(See: Risk Factors that May Affect Future Results - "We are Dependent Upon AT&T
for a Large Percentage of Our Revenue and a Decline in Revenue from AT&T would
Adversely Effect Our Results".) Also, during the 1999-2000 academic year, we
sold memberships to Capital One for distribution to their existing and
prospective student customer base. In addition, Student Advantage sells
memberships directly to students for a membership fee that is currently $20 per
year. Finally, during the 1999-2000 academic year we launched our retail program
whereby Student Advantage memberships are sold by certain of our corporate
partners in their retail locations. 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. Commerce revenue includes primarily
transaction-based fees earned for reselling products and services and acquiring
student customers on behalf of other businesses. To date, commerce revenue has
included primarily fees that we receive from AT&T for obtaining completed
calling card applications on their behalf, and the resale of Eurail passes. In
connection with each application accepted by AT&T, we have also earned
membership fees that are included in subscription revenue. Under the
restructured agreement, we will have the opportunity to earn fees for acquiring
customers for certain new products, other than calling cards. Advertising
revenue consists primarily of fees for banner advertisements and sponsorships on
our network of web sites, and advertisements placed in SAM, Student Advantage
Magazine.

     Corporate and university solutions revenue includes those revenues that are
attributable to the parts of Student Advantage's business that are focused
primarily on providing goods and services to corporations and universities. It
includes commerce and marketing services revenue. Commerce revenue includes
primarily transaction-based fees earned in connection with acquiring customers
on behalf of our corporate clients. 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.

     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.

     On May 17, 2000, Student Advantage acquired College411.com, Inc.
("College411"), a provider of web-based college and university student-focused
content. In connection with the acquisition, Student Advantage issued 193,837
shares of common stock, assumed all of College411's outstanding common stock
options, which were converted into options to purchase a total of 36,162 shares
of our common stock, and forgave a loan of approximately $250,000. The
acquisition has been accounted for under the purchase method of accounting and
the results of operations have been included in Student Advantage's results of
operations beginning on the acquisition date. Goodwill and other intangible
assets in the aggregate amount of $1.4 million have been recorded in connection
with the acquisition and are being amortized on a straight-line basis over two
years.

     On May 18, 2000, Student Advantage acquired ScholarAid.com, Inc.
("ScholarAid"), a provider of web-based scholarship and educational research
tools. In connection with the acquisition, Student Advantage issued 131,638
shares of common stock, assumed all of ScholarAid's outstanding common stock
options, which were converted into options to purchase a total of 21,302 shares
of our common stock, and forgave a loan of approximately $493,000. The
acquisition has been accounted for under the purchase method of accounting and
the results of operations have been included in Student Advantage's results of
operations beginning on the acquisition date. Goodwill and other intangible
assets in the aggregate amount of $1.4 million have been recorded in connection
with the acquisition and are being amortized on a straight-line basis over
three years.

                                       10
<PAGE>   11
     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 and $1.1 million had been amortized
during 1998 and 1999, respectively, and an additional $188,000 and $430,000 has
been amortized during the three and six months ended June 30, 2000,
respectively. During 1999 and the six month period ended June 30, 2000, we
reduced the amount of deferred compensation by approximately $259,000 and
$479,000 as a result of cancellation of certain stock options due to the
termination of the employment with Student Advantage of certain employees. 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 June 30, 2000 in the periods indicated:

   July 1, 2000 -- December 31, 2000...............................  $ 373,000
January 1, 2001 -- December 31, 2001...............................    689,000
January 1, 2002 -- December 31, 2002...............................    239,000
January 1, 2003 -- December 31, 2003...............................      4,000

     Student Advantage has experienced substantial net losses since its
inception, and as of December 31, 1999 and June 30, 2000, Student Advantage had
an accumulated deficit of $44.1 million and $55.1 million, respectively. Student
Advantage expects to increase its expenditures in all areas in order to execute
its business plan. As a result, Student Advantage believes that it will continue
to incur operating losses and negative cash flows from operations for the
foreseeable future and that the rate at which such losses will be incurred may
increase from current levels.

RESULTS OF OPERATIONS

     COMPARISON OF QUARTER ENDED JUNE 30, 2000 WITH QUARTER ENDED JUNE 30, 1999

     Revenue. Total revenues increased to $11.6 million for the second quarter
of 2000 from $4.8 million for the second quarter of 1999, due both to an
increase in corporate and university solutions revenue of $3.6 million, and an
increase in student services revenue of $3.2 million. The increase in corporate
and university solutions revenue was primarily due to increases in commerce
revenue related to our acquisition of Voice FX in the fourth quarter of 1999,
and marketing services revenues related to several contracts not in effect in
the second quarter of 1999. The increase in student services revenue was
primarily due to increases in both subscription revenue, due to an increase in
the number of card members to 2.1 million at the end of the second quarter of
2000 from 1.3 million at the end of the second quarter of 1999, and
transaction-based commerce fees. Other increases were attributable to both
on-line advertising on our network of web sites, and print advertising in SAM,
Student Advantage Magazine, of which one issue was published in the second
quarter of 2000 and no issues were published in the second quarter of 1999.

     AT&T accounted for approximately 31% and 56% of total revenue in the second
quarter of 2000 and the second quarter of 1999, respectively. Additionally, AT&T
accounted for approximately 47% and 59% of student services revenue and 4% and
32% of corporate and university solutions revenue in the second quarter of 2000
and the second quarter of 1999, respectively. One other customer, Capital One,
accounted for approximately 20% of total revenue (3% of student services revenue
and 51% of corporate and university solutions revenue) in the second quarter of
2000.

     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 fees 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 increased to $2.7 million in the second quarter of 2000 from $1.9
million in the second quarter of 1999. This increase was due primarily to costs
incurred for SAM, Student Advantage Magazine, of which one issue was published
in the second quarter of 2000 and no issues were published in the second quarter
of 1999, and an increase in fees owed to third parties in connection with
selling their products.

     Cost of Corporate and University Solutions Revenue. Cost of corporate and
university solutions revenue consists of the costs of commerce and marketing
services. Commerce costs include costs incurred primarily in connection with
acquiring customers on behalf of our corporate clients. Marketing services costs
include the direct and indirect costs associated with planning and implementing
events and promotions, media placement and other marketing services. Cost of
corporate and university solutions revenue increased to $2.2 million in the
second quarter of 2000 from $700,000 in the second quarter of 1999. This
increase is due in


                                       11

<PAGE>   12


large part to the acquisition in the fourth quarter of 1999 of Voice FX, which
incurred $1.1 million in cost of corporate and university solutions revenue in
the second quarter of 2000. Costs related to new marketing services contracts
entered into in the second quarter of 2000 also contributed to the increase.

     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, SAM, Student Advantage Magazine, the SA Cash program, our
network of web sites, and the Academic Research Engine. Product development
expenses increased to $4.0 million in the second quarter of 2000 from $1.6
million in the second quarter of 1999. The increase is primarily due to costs
incurred in connection with the enhancement of our network of web sites, the
development of our customer database, development of new product offerings such
as SA Cash and our Academic Research Engine, and the purchases of ScholarAid and
College411 during the second quarter of 2000.

     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 $4.4 million in the second quarter of 2000 from
$2.8 million in the second quarter of 1999. The increase in sales and marketing
expenses was due, in large part, to increased expenditures related to the
launching of affiliate programs, which contributed $893,000 in sales and
marketing expenses, the expansion of our sales force, expanding and servicing
our corporate and university base of partners, building brand awareness, and
supporting the marketing services business. 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, $222,000 was amortized to sales
and marketing expense in the second 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 were $2.6 million in each of the second quarter of
2000 and the second quarter of 1999. Increases in general and administrative
expenses which were primarily due to higher facilities, legal, accounting and
personnel related costs, were offset by savings of non-recurring acquisition
costs of $1.3 million related to the acquisitions of University Netcasting, Inc.
and Transaction Service Providers, which were incurred in the second quarter of
1999.

     Depreciation and Amortization. Depreciation expense increased to $576,000
in the second quarter of 2000 from $162,000 in the second quarter of 1999
primarily as a result of fixed asset purchases during the latter part of 1999
and the first six months of 2000. Amortization expense increased to $860,000 in
the second quarter of 2000 from $138,000 in the second quarter of 1999,
primarily as a result of the acquisition of Voice FX in the fourth quarter of
1999, the write-off of the remainder of Mentor Interactive's goodwill
in the second quarter of 2000 and, to a lesser extent, the acquisitions of
ScholarAid and College411 during the second quarter of 2000.

     Stock-Based Compensation. We recorded deferred compensation of $4.2 million
in 1998 and an additional $228,000 in 1999, which were offset by reductions of
$259,000 and $479,000 due to stock option cancellations as a result of employee
terminations during 1999 and the six month period ended June 30, 2000,
respectively. Of this amount, $2.4 million has been amortized to expense as of
June 30, 2000, of which $188,000 was recorded as an expense in the second
quarter of 2000. The remainder is being amortized over the remaining vesting
period of the individual stock 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, increased to
$396,000 in the second quarter of 2000 from $50,000 in the second quarter of
1999. The increase is a result of interest income earned on higher average cash
and cash equivalents balances during the second quarter of 2000 compared to that
of the second quarter of 1999. Borrowings under a line of credit were $2.0
million at June 30, 2000 and $60,000 at June 30, 1999.

     COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 WITH SIX MONTHS ENDED JUNE 30,
1999

     Revenue. Total revenues increased to $22.7 million for the first six months
of 2000 from $9.7 million for the first six months of 1999 due both to an
increase in corporate and university solutions revenue of $6.9 million, and an
increase in student services revenue of $6.1 million. The increase in corporate
and university solutions revenue was primarily due to increases in commerce
revenue related to our acquisition of Voice FX in the fourth quarter of 1999,
and, to a lesser extent, marketing services revenues related to several
contracts not in effect in the first six months of 1999. The increase in student
services revenue was primarily due to (1) increases in subscription revenue due
to an increase in the number of card members to 2.1 million at the end of the
second quarter of 2000 from 1.3 million at the end of the second quarter of
1999, (2) revenues related to the AT&T marketing agreement in effect prior to
June 8, 2000, the date the AT&T Agreements were restructured, and (3)
transaction-based commerce fees. Other increases were attributable to both
on-line advertising on our network of web sites, and print advertising in SAM,
Student Advantage Magazine.


                                       12

<PAGE>   13


     AT&T accounted for approximately 35% and 58% of total revenue in the first
six months of 2000 and the first six months of 1999, respectively. Additionally,
AT&T accounted for approximately 52% and 63% of student services revenue and 6%
and 26% of corporate and university solutions revenue in the second quarter of
2000 and the second quarter of 1999, respectively. One other customer, Capital
One, accounted for approximately 20% of total revenue (3% of student services
revenue and 49% of corporate and university solutions revenue) in the first six
months of 2000.

     Cost of Student Services Revenue. Cost of student services revenue
increased to $5.6 million in the first six months of 2000 from $4.4 million in
the first six months of 1999. This increase was due primarily to fees owed to
third parties in connection with selling their products, and royalties and costs
associated with on-line advertising.

     Cost of Corporate and University Solutions Revenue. Cost of corporate and
university solutions revenue increased to $4.4 million in the first six months
of 2000 from $1.2 million in the first six months of 1999. This increase is
primarily due to the acquisition of Voice FX, which was acquired in the fourth
quarter of 1999, and incurred $1.9 million in cost in the first six months of
2000. Costs related to new marketing services contracts entered into in the
first six months of 2000, and the acquisition of The Campus Agency, LLC, in
1999, also contributed to the increase.

     Product Development. Product development expenses increased to $7.7 million
in the first six months of 2000 from $2.8 million in the first six months of
1999. The increase is primarily due to costs incurred in connection with the
enhancement of our network of web sites, the development of our customer
database, development of new product offerings such as SA Cash and our Academic
Research Engine, and the purchases of Scholaraid and College411 during the
second quarter of 2000.

     Sales and Marketing. Sales and marketing expenses increased to $9.1 million
in the first six months of 2000 from $5.0 million in the first six months of
1999. The increase in sales and marketing expenses was due, in large part, to
increased expenditures related to the launching of affiliate programs, which
contributed $1.9 million in cost, the expansion of our sales force, expanding
and servicing our corporate and university base of partners, building brand
awareness, and supporting the marketing services business. 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, $444,000 was
amortized to sales and marketing expense in the first six months 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 increased
to $4.9 million in the first six months of 2000 from $4.5 million in the first
six months of 1999. Increases in general and administrative expenses primarily
due to higher facilities, legal, accounting and personnel related costs, were
offset in part by savings of non-recurring acquisition costs of $1.3 million
related to the acquisitions of University Netcasting, and Transaction Service
Providers which were incurred in the first six months of 1999.

     Depreciation and Amortization. Depreciation expense increased to $1.0
million in the first six months of 2000 from $292,000 in the first six months of
1999 primarily as a result of fixed asset purchases during the latter part of
1999 and the first six months of 2000. Amortization expense increased to $1.4
million in the first six months of 2000 from $313,000 in the first six months of
1999, primarily as a result of the acquisition of Voice FX in the fourth quarter
of 1999, the write-off of the remainder of Mentor Interactive's goodwill in the
second quarter of 2000, and, to a lesser extent, the acquisitions of ScholarAid
and College411 during the first six months of 2000.


                                       13

<PAGE>   14


     Stock-Based Compensation. We recorded deferred compensation of $4.2 million
in 1998 and an additional $228,000 in 1999, which were offset by reductions of
$259,000 and $479,000 due to stock option cancellations as a result of employee
terminations during 1999 and the six month period ended June 30, 2000,
respectively. Of this amount, $2.4 million has been amortized to expense as of
June 30, 2000, of which $430,000 was recorded as an expense in the first six
months of 2000. The remainder is being amortized over the remaining vesting
period of the individual stock options.

     Interest Income (Expense), Net. Interest income (expense), net, increased
to $869,000 in the first six months of 2000 from $124,000 in the first six
months of 1999. The increase is a result of interest income earned on higher
average cash and cash equivalents balances during the first six months of 2000
compared to that of the first six months of 1999. Borrowings under a line of
credit were $2.0 million at June 30, 2000 and $60,000 at June 30, 1999.


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 LLC members. 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, we completed an 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. As of June 30,
2000, Student Advantage had $24.2 million in cash and cash equivalents and
marketable securities.

     Net cash used for operating activities was $10.6 million for the first six
months of 2000 and $2.5 million for the first six months of 1999. The net cash
used in the first six months of 2000 was primarily a result of a net loss of
$11.0 million, an increase in accounts receivable of $2.8 million, and a
decrease in deferred revenue and advanced payments of $3.6 million, offset by
increases in accounts payable and accrued expenses of $2.5 million. Net cash
used for operations in 1999 resulted primarily from a net loss of $9.2 million,
partially offset by a decrease in accounts receivable of $1.0 million, increases
in accounts payable and accrued expenses of $3.5 million and an increase in
deferred revenue and advanced payments of $1.5 million. Deferred revenue
represents primarily payments for membership fees not yet recognized as revenue
and advance payments for purchases of memberships and other services.

     Net cash provided by investing activities was $8.3 million in the first six
months of 2000 and net cash used in investing activities was $22.8 million in
the first six months of 1999. The cash provided by investing activities was due
to the sale of marketable securities of $20.5 million. The increase was
partially offset by cash used for investing activities related to the purchase
of marketable securities of $8.8 million, the purchase of fixed assets of $1.3
million, an additional investment in edu.com of $1.0 million, and the purchases
of ScholarAid and College411 during the first six months of 2000. Net cash used
for investing activities during the first six months of 1999 was primarily due
to the purchase of marketable securities of $20.6 million, the acquisitions of
The Travel Holdings Group, The Campus Agency, and Mentor Interactive, and the
settlement of a purchase contingency related to the acquisition of Collegiate
Advantage.

     Net cash provided by financing activities was $2.4 million in the first six
months of 2000 and $43.8 million in the first six months of 1999. The net cash
provided by financing activities in the first six months of 2000 was primarily
the result of borrowings of $2.0 million under our line of credit. The increase
in 1999 was primarily the result of net cash proceeds of $43.3 million from the
sale of shares of Student Advantage common stock related to the initial public
offering.

     Student Advantage has a $2.75 million bank line of credit and equipment
lease credit facility, which expires on August 31, 2000. The line of credit
bears interest at a rate of LIBOR plus 2% or the bank's base rate. The line of
credit and equipment lease credit facility are secured by all of the assets of
Student Advantage. We are currently seeking a renewal of our bank line of credit
and equipment lease facility. Borrowings under the line of credit were $2.0
million at June 30, 2000.

     Student Advantage has experienced a substantial increase 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 acquisitions, investments in
businesses, products and technologies, and plans to expand its web
infrastructure, sales and marketing programs and aggressively promote its brand.
Student Advantage currently anticipates that its available cash resources will
be sufficient to meet its anticipated needs for working capital and capital
expenditures for at least the next 12 months.


                                       14

<PAGE>   15


YEAR 2000 ISSUES

     Student Advantage does not internally develop a significant amount of
software, and to date, has not experienced significant disruptions to its
operating or administrative systems. Student Advantage believes that its
significant vendors and service providers are Year 2000 compliant and has not,
to date, been made aware that any of its significant vendors or service
providers have suffered Year 2000 disruptions in their systems.

     Accordingly, Student Advantage does not anticipate incurring material
expenses or experiencing any material operational disruptions as a result of any
Year 2000 problems. Student Advantage spent an immaterial amount on Year 2000
testing and compliance during the year ended December 31, 1999. Most of Student
Advantage's expenses related to the operating costs associated with time spent
by its employees in the evaluation and planning process and Year 2000 compliance
matters.


                                       15

<PAGE>   16


RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

WE HAVE EXPERIENCED LOSSES IN THE PAST AND EXPECT FUTURE LOSSES

     We have not achieved profitability and expect to continue to incur
operating losses for the foreseeable future. We incurred net losses of $10.5
million in 1998, $19.6 million in 1999, and $11.0 million in the first six
months of 2000. As of June 30, 2000, our accumulated deficit was $55.1 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 ARE DEPENDENT UPON AT&T FOR A LARGE PERCENTAGE OF OUR REVENUE AND A DECLINE
IN REVENUE FROM AT&T WOULD ADVERSELY AFFECT OUR RESULTS

     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 of 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 on-line and off-line media placements and new marketing
services.

     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
the first six months of 2000, we derived $7.9 million, or 35%, of our total
revenue from AT&T. Under the agreements in effect prior to June 2000, almost all
of our members have 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. We obtained these members as a result of AT&T's
distribution of free Student Advantage memberships to students who enrolled for
an AT&T telecommunications service. 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. Under the
restructured agreement, AT&T has a commitment to purchase 900,000 memberships
for the 2000-2001 academic year. AT&T is not required to purchase a minimum
number of memberships under the restructured agreement after the 2000-2001
academic year. However, we will have the opportunity to earn fees for acquiring
customers for certain new products, other than calling cards. 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.

     Our new agreement with AT&T is due to expire in June 2003; however, AT&T
may terminate the agreement effective June 1, 2001. There are no guaranteed
revenues or membership commitments after June 30, 2001. The termination or
restructuring of our relationship with AT&T could have a material adverse effect
on our business.

WE HAVE A LIMITED OPERATING HISTORY AND MAY FACE DIFFICULTIES ENCOUNTERED BY
EARLY STAGE COMPANIES IMPLEMENTING AN ON-LINE AND OFF-LINE 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 on-line and off-line strategy. These risks include our
possible inability to:

     *    sustain historical revenue growth rates,

     *    generate sufficient revenue to achieve and maintain profitability,

     *    implement our business model,

     *    maintain the satisfaction of our members, and our university and
          corporate partners,

     *    introduce new and enhanced web and off-line content, products and
          services, and


                                       16

<PAGE>   17


     *    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 BUSINESS IS HIGHLY DEPENDENT UPON OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

     We are highly dependent on our president and chief executive officer,
Raymond V. Sozzi, Jr., the loss of whom would adversely affect our future
success.

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 card program, in particular sponsors who distribute or
promote telecommunications products.

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 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.

     Our failure to successfully implement our internet strategy could have a
material adverse effect on our business.

OUR ABILITY TO GENERATE SIGNIFICANT REVENUES FROM ON-LINE ACTIVITIES AND
INTERNET ADVERTISING IS UNCERTAIN

     Our business model depends in part on increasing the amount of revenue
derived from internet advertising and other internet-related activities. Our
ability to generate significant revenues from advertisers, sponsors and other
businesses in connection with on-line activities will depend, in part, on our
ability to generate sufficient user traffic with demographic characteristics
attractive to our advertisers. The intense competition among web sites that sell
on-line advertising has led to the creation of a number of pricing alternatives
for on-line advertising. These alternatives make it difficult for us to project
future levels of advertising and other internet-related revenue and applicable
gross margins related to our on-line offerings that can be sustained by us or
the on-line advertising industry in general.

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.

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 the first six months of 2000, two customers
accounted for 55% of total revenues. We expect a limited number of customers to
continue to account for a significant


                                       17

<PAGE>   18


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

     In addition to the seasonal fluctuations described above, our revenues and
operating results may vary from quarter to quarter for a variety of other
reasons, such as the timing of revenues from corporate sponsors or non-recurring
charges incurred in connection with acquisitions.

     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.

OUR OPERATING RESULTS DEPEND ON SELLING NEW MEMBERSHIPS EVERY YEAR

     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 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 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. 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
which 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 market 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 which have denied us access to their campuses. Any inability to
directly contact students on campus could have a material adverse effect on our
business.


                                       18

<PAGE>   19


WE FACE SIGNIFICANT COMPETITION ON THE INTERNET, WHICH COULD ADVERSELY AFFECT
OUR BUSINESS

     Many web sites compete for consumers' and advertisers' attention and
spending. We believe that our ability to compete depends upon many factors,
including the following:

     *    the market acceptance of our web sites and on-line 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,

     *    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 compete for members and advertisers on-line with the following types of
companies:

     *    on-line services or web sites targeted at college students, and

     *    web search and retrieval and other on-line service companies, commonly
          referred to as portals, such as AltaVista, Excite, Infoseek, Lycos and
          Yahoo!.

     The number of web sites competing for the attention and spending of
advertisers and consumers, including college students, has increased and we
expect it to continue to increase. This market is rapidly evolving and barriers
to entry are low, enabling newcomers to launch competing sites at relatively low
cost.

     Increased competition could result in price reductions, reduced margins or
loss of market share, any of which could adversely affect our business.

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 via 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.

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 on-line 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 recently acquired several businesses. 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.

                                       19

<PAGE>   20


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
increased from approximately $1.8 million in 1996 to $27.6 million in 1999, and
to $22.7 million in the first six months of 2000, as compared to $9.7 million in
the first six months of 1999. During that same time period we increased from
fewer than 50 to more than 350 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 HIGHLY-QUALIFIED PERSONNEL IN A COMPETITIVE LABOR
MARKET

     We will continue to need to hire key employees. 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.

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, may result in
our inability to:

     *    develop or enhance our services,

     *    take advantage of future opportunities, or

     *    respond to competitive pressures.

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 USWeb Corporation's facilities in
New York and Exodus Communications, Inc. in Waltham, Massachusetts. 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 a
formal disaster recovery plan, however we are developing a formal disaster
recovery program.

     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


                                       20

<PAGE>   21


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, on-line
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.

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 on-line 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. Our insurance may not adequately protect us against these types
of claims.

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

     Our network of web sites captures information regarding our members in
order to provide information to them, 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. We may be liable for
claims based on unauthorized purchases with credit card information,
impersonation or other similar fraud claims. 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.


                                       21

<PAGE>   22


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.

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 patent, 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 July 31, 2000, our executive officers, directors and affiliated
entities, together own approximately 60% of our outstanding common stock.
Therefore, these stockholders are able to control 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.

                                       22

<PAGE>   23


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.


                                       23

<PAGE>   24



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

     The effective date of our first registration statement, filed on Form S-1
under the Securities Act of 1933 (File No. 333-75807) relating to the initial
public offering of our Common Stock, was June 17, 1999. A total of 6,000,000
shares of our Common Stock were sold to an underwriting syndicate. The managing
underwriters were BancBoston Robertson Stephens, Prudential Securities, Volpe
Brown Whelan & Company and Wit Capital Corporation. The offering commenced and
completed on June 17, 1999, at an initial public offering price of $8.00 per
share. The initial public offering resulted in gross proceeds of $48.0 million,
$3.4 million of which was applied to the underwriting discount and $1.4 million
of which was applied to related expenses. As a result, net proceeds of the
offering to us were approximately $43.0 million. From the date of receipt
through June 30, 2000, approximately $5.2 million of the net proceeds of the
initial public offering was used to make an investment in edu.com, $3.4 million
was used to purchase fixed assets, $2.5 million was used to pay off our line of
credit, $1.3 million was used to pay acquisition expenses related to the
acquisition of University Netcasting, Inc., $1.3 million was used as partial
consideration and professional fees for the acquisition of Voice FX Corporation
in October 1999, $1.1 million was used as partial consideration for the
acquisition of ScholarAid and College411 in May 2000, and to pay other expenses
related to our public offering. None of the net proceeds of the offering were
paid by us, directly or indirectly, to any director, officer or general partner
of Student Advantage or any of their associates, or to any persons owning ten
percent or more of any class of the Company's equity securities, or any
affiliates of the Company.

     On May 17, 2000, the Company issued 193,837 shares of common stock in
connection with the acquisition of College411.com, Inc. In addition,
College411.com optionholders received equivalent options for shares of Student
Advantage common stock in exchange for their outstanding options for common
stock. These securities were issued to the stockholders of College411.com under
the exemptions from registration set forth in Section 4(2) of the Securities
Act of 1933, as amended. No underwriters were involved in such transaction.

     On May 18, 2000, the Company issued 131,638 shares of common stock in
connection with the acquisition of ScholarAid.com, Inc. In addition,
ScholarAid.com optionholders received equivalent options for shares of Student
Advantage common stock in exchange for their outstanding options for common
stock. These securities were issued to the stockholders of ScholarAid.com under
the exemptions from registration set forth in Section 4(2) of the Securities
Act of 1933, as amended. No underwriters were involved in such transaction.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On May 19, 2000, the following proposals were voted on at the Annual
Meeting of Stockholders:

Proposal                                   For         Against/Withheld  Abstain

1. To elect John S. Katzman as a Class I   23,115,095       305,195       N/A
   director to serve for a three year
   term expiring at the Annual Meeting
   following the fiscal year ended
   December 31, 2002.

2. To elect Charles E. Young as a Class I  23,115,095       305,195       N/A
   director to serve for a three year
   term expiring at the Annual Meeting
   following the fiscal year ended
   December 31, 2002.

3. To approve an amendment to the          19,787,326     3,359,795       7,143
   Company's 1998 Stock Incentive Plan
   increasing the number of shares of
   Common Stock issuable under the Plan
   from 7,500,000 shares to 9,500,000
   shares and the continuance of the
   Plan, as amended.

     In addition to the two directors listed above who were elected at the
meeting, the terms of the following directors continued after the meeting:
Raymond V. Sozzi, Jr., John M. Connolly, William S. Kaiser and Marc J.
Turtletaub.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) EXHIBITS

        10.22       Marketing and Membership Agreement between AT&T Corp. and
                    Student Advantage, Inc., effective June 8, 2000.+

        10.23       Letter Agreement, dated April 14, 2000, between Student
                    Advantage, Inc. and Ronald J. Kos.

        27.1        Financial Data Schedule

+ Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.



                                       24

<PAGE>   25


                                   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: August 14, 2000            By: /s/ Kenneth S. Goldman
                                  -------------------------------------------
                                  Kenneth S. Goldman, Executive Vice
                                  President and Chief Financial Officer
                                  (Principal Financial and Accounting Officer)




                                       25


<PAGE>   26


                                  EXHIBIT INDEX


Exhibits
--------

10.22     Membership and Marketing Agreement between AT&T Corp. and Student
          Advantage, Inc., effective June 8, 2000.+

10.23     Letter Agreement, dated April 14, 2000, between Student Advantage,
          Inc. and Ronald J. Kos.

27.1      Financial Data Schedule

+ Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission.



                                       26