U.S. 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, 1999
                                       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 NUMBER: 000-25525

                                 ABOUT.COM, INC.
             (Exact Name of Registrant as Specified in its Charter)

                  DELAWARE
       (State or other jurisdiction of         13-4034015
              incorporation or              (I.R.S. Employer
                organization)            Identification Number)

                        220 EAST 42ND STREET, 24TH FLOOR
                            NEW YORK, NEW YORK 10017
              (Address of Principal Executive Officer and Zip Code)

                                 (212) 849-2000
              (Registrant's Telephone Number, Including Area Code)

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

      As of August 13, 1999, there were 12,151,735 shares of the registrant's
common stock outstanding.
<PAGE>

                               ABOUT.COM, INC.

                                  FORM 10-Q

                                    INDEX
                                                                           Page
                                                                          Number
                                                                          ------

PART I      FINANCIAL INFORMATION

ITEM 1:     Condensed Consolidated Financial Statements:

            Condensed Consolidated Balance Sheets as of June 30, 1999
            (unaudited) and December 31, 1998...........................    3

            Unaudited Condensed Consolidated Statements of Operations
            for the three and six months ended June 30, 1999 and 1998 ..    4

            Unaudited Condensed Consolidated Statements of Cash Flows
            for the six months ended June 30, 1999 and 1998.............    5

            Notes to Unaudited Condensed Consolidated Interim Financial
            Statements..................................................    6

ITEM 2:     Management's Discussion and Analysis of Financial Condition
            and Results of Operations...................................   14

ITEM 3:     Quantitative and Qualitative Disclosures About Market Risk..   31

PART II     OTHER INFORMATION

ITEM 1:     Legal Proceedings...........................................   31

ITEM 2:     Changes in Securities and Use of Proceeds...................   31

ITEM 3:     Defaults Upon Senior Securities.............................   32

ITEM 4:     Submission of Matters to a Vote of Security Holders.........   32

ITEM 5:     Other Information...........................................   32

ITEM 6:     Exhibits and Reports on Form 8-K............................   32

ITEM 7:     Signatures..................................................   32


                                       2
<PAGE>

PART I: FINANCIAL INFORMATION

ITEM 1: Condensed Consolidated Financial Statements:

                                 About.com, Inc.
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                       June 30, 1999     December 31, 1998
                                                                       -------------     -----------------
                                     Assets                             (Unaudited)
<S>                                                                    <C>                 <C>
Current assets:
  Cash and cash equivalents                                            $  61,506,300       $  10,644,300
  Accounts receivable, net                                                 3,036,600             917,300
  Prepaid assets                                                             121,700             100,000
                                                                       -------------       -------------

    Total current assets                                                  64,664,600          11,661,600
                                                                       -------------       -------------

Property and equipment, net                                                7,066,700           3,302,000
Goodwill, net                                                              2,442,200                  --
Deferred offering costs                                                           --             568,700
Other assets, net                                                            795,200             125,400
                                                                       -------------       -------------

    Total assets                                                       $  74,968,700       $  15,657,700
                                                                       =============       =============

                 Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
  Accounts payable and accrued expenses                                $   9,348,800       $   6,413,200
  Accrued compensation                                                       722,900             181,700
  Guide fees payable                                                         606,800             462,400
  Deferred revenue                                                           160,200                  --
  ESPP deductions withheld                                                   322,700                  --
  Current portion of notes payable                                           385,600             154,000
  Current installments of obligations under capital leases                   206,800             219,000
                                                                       -------------       -------------

    Total current liabilities                                             11,753,800           7,430,300
                                                                       -------------       -------------

Notes payable, excluding current portion                                     666,900             620,600
Deferred rent                                                                 34,700              47,700
Obligations under capital leases, excluding current installments              59,300             149,400

Redeemable convertible preferred stock                                            --          32,071,700

Stockholders' equity (deficit):
  Preferred stock, $0.001 par value; 5,000,000 shares authorized,
    no shares issued and outstanding                                              --                  --
  Common stock, $0.001 par value; 50,000,000 shares authorized,
    12,144,155 and 2,202,558 shares isssued and outstanding at
    June 30, 1999 and December 31, 1998, respectively                         12,100               2,200
  Additional paid-in capital                                             125,102,100           3,231,000
  Deferred compensation                                                   (3,389,300)         (1,238,900)
  Accumulated deficit                                                    (59,270,900)        (26,656,300)
                                                                       -------------       -------------

    Total stockholders' equity (deficit)                                  62,454,000         (24,662,000)
                                                                       -------------       -------------

  Commitments and contingencies                                                   --                  --

    Total liabilities and stockholders' equity (deficit)               $  74,968,700       $  15,657,700
                                                                       =============       =============
</TABLE>

See accompanying notes to interim condensed consolidated financial statements.


                                       3
<PAGE>


                                 About.com, Inc.
                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                    Three months ended June 30,           Six months ended June 30,
                                                  -------------------------------      -------------------------------
                                                      1999               1998              1999               1998
                                                  ------------       ------------      ------------       ------------
                                                   (Unaudited)        (Unaudited)       (Unaudited)        (Unaudited)
<S>                                               <C>                <C>               <C>                <C>
Revenues                                          $  3,706,600       $    396,000      $  6,074,000       $    548,000

Cost of revenues                                     2,922,800            742,000         5,245,600          1,287,000
Non-cash compensation                                    4,700              2,000         3,621,300             20,000
                                                  ------------       ------------      ------------       ------------

  Gross profit (loss)                                  779,100           (348,000)       (2,792,900)          (759,000)
                                                  ------------       ------------      ------------       ------------

Operating expenses:
  Sales and marketing                               18,346,200          1,059,000        23,783,800          1,377,000
  General and administrative                         1,870,000            633,000         3,273,600          1,103,000
  Product development                                1,780,500            635,000         2,933,700          1,183,000
  Amortization of goodwill                              33,700                 --            33,700                 --
  Non-cash compensation                                241,600             31,000           615,600            231,000
                                                  ------------       ------------      ------------       ------------

Total operating expenses                            22,272,000          2,358,000        30,640,400          3,894,000
                                                  ------------       ------------      ------------       ------------

  Loss from operations                             (21,492,900)        (2,706,000)      (33,433,300)        (4,653,000)
                                                  ------------       ------------      ------------       ------------

Other income (expense), net                            800,200            (93,000)          818,700           (571,000)
                                                  ------------       ------------      ------------       ------------

Net loss                                           (20,692,700)        (2,799,000)      (32,614,600)        (5,224,000)
                                                  ------------       ------------      ------------       ------------

Cummulative dividends and accretion                         --                 --          (659,600)                --
                                                  ------------       ------------      ------------       ------------

Net loss attributable to common stockholders      $(20,692,700)      $ (2,799,000)     $(33,274,200)      $ (5,224,000)
                                                  ============       ============      ============       ============

Net loss per common share                         $      (1.71)      $      (1.65)     $      (4.38)      $      (3.08)
                                                  ============       ============      ============       ============

Weighted average shares outstanding                 12,083,097          1,700,481         7,589,028          1,698,188
                                                  ============       ============      ============       ============
</TABLE>

See accompanying notes to interim condensed consolidated financial statements.


                                       4
<PAGE>

                                 About.com, Inc.
                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                      Six months ended June 30,
                                                                                    -------------------------------
                                                                                        1999                1998
                                                                                    ------------       ------------
                                                                                     (Unaudited)         (Unaudited)
<S>                                                                                 <C>                <C>
Cash flows from operating activities:
  Net Loss                                                                          $(32,614,700)      $ (5,224,000)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                      1,137,100            197,400
    Amortization of debt discount and issuance costs                                          --            236,400
    Non-cash compensation expense                                                      4,237,000            251,000
    Deferred interest on debt                                                                 --            333,300
    Other                                                                                (13,200)             1,000
    Changes in operating assets and liabilities, net of effect of acquisition:
      Accounts receivable, net                                                        (2,119,300)          (151,200)
      Other assets                                                                      (216,100)           (11,800)
      Accounts payable and accrued expenses                                            2,935,700             80,400
      Accrued compensation                                                               541,200             15,000
      Guide fees payable                                                                 144,400             76,200
      Deferred revenue                                                                   160,200            (70,000)
      ESPP deductions withheld                                                           322,700                 --
                                                                                    ------------       ------------

        Net cash used in operating activities                                        (25,485,000)        (4,266,300)
                                                                                    ------------       ------------

Cash flows used in investing activities:
  VantageNet acquisition, net                                                           (586,600)                --
  Purchase of intangible assets                                                         (487,600)                --
  Capital expenditures                                                                (4,845,900)          (243,300)
                                                                                    ------------       ------------

        Net cash used in investing activities                                         (5,920,100)          (243,300)
                                                                                    ------------       ------------

Cash flows from financing activities:
  Proceeds from issuance of common stock related to initial
    public offering and concurrent placement, net                                     81,049,000                 --
  Proceeds from issuance of redeemable preferred stock                                        --          6,854,500
  Proceeds from issuance of loans payable                                                     --          1,800,000
  Proceeds from issuance of common stock in connection with
    the exercise of  options                                                             132,300              4,200
  Proceeds from secured credit facility                                                  781,300            268,700
  Principal payments under secured credit facility                                      (161,900)           (25,900)
  Principal payments under capital leases                                               (102,300)           (86,700)
  Deferred offering/financing costs                                                      568,700            (34,800)
                                                                                    ------------       ------------

        Net cash provided by financing activities                                     82,267,100          8,780,000
                                                                                    ------------       ------------

        Net increase in cash and cash equivalents                                     50,862,000          4,270,400

    Cash and cash equivalents at beginning of period                                  10,644,300            303,200
                                                                                    ------------       ------------

    Cash and cash equivalents at end of period                                      $ 61,506,300       $  4,573,600
                                                                                    ============       ============
</TABLE>

See accompanying notes to interim condensed consolidated financial statements.


                                       5
<PAGE>

                                 ABOUT.COM, INC.

     NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(1) Organization and Business

      About.com, Inc. ("About.com") was incorporated in New York on June 27,
1996 (inception) as General Internet Inc. and commenced operations on that date.
In December 1998, General Internet Inc. changed its corporate name to
MiningCo.com, Inc. and reincorporated in Delaware. In May 1999, MiningCo.com,
Inc. changed its corporate name to About.com, Inc. About.com's Internet service,
About.com, is an Internet news, information and entertainment service comprised
of a network of niche vertical sites for users and marketers. The Company
conducts its business within one industry segment.

      The Company's unaudited interim financial statements as of June 30, 1999
and for the three and six month periods ended June 30, 1999 include the
consolidated accounts of About.com and its wholly-owned subsidiary, VantageNet,
Inc., from June 14, 1999 (date of acquisition). All significant intercompany
balances and transactions have been eliminated in consolidation.

(2) Summary of Operations and Significant Accounting Policies

      (a) Initial Public Offering and Concurrent Placement

      On February 23, 1999, About.com and Comcast Interactive Investments, Inc.
("Comcast") entered into a common stock purchase agreement pursuant to which
About.com agreed to sell $2,500,000 of common stock to Comcast. These common
shares were purchased directly from About.com in a private placement transaction
at a price of 93% of the initial public offering price per share (or $23.25 per
share). The underwriters did not receive any discount or commission related to
this transaction. The closing of the concurrent placement was contingent upon
the closing of About.com's initial public offering ("IPO").

      On March 24, 1999, About.com completed its IPO which resulted in the
issuance of 3,450,000 shares of common stock at $25.00 per share (which included
450,000 shares in connection with the exercise of the underwriters'
over-allotment option) and the concurrent placement of 107,527 shares to Comcast
at $23.25 per share. In addition, upon the closing of the IPO, 3,346,715,
6,597,596 and 7,301,811 shares of Series A, B and C convertible preferred stock,
respectively, converted into 6,139,640 shares of common stock and $341,300 in
unsecured promissory notes payable was forgiven. Net proceeds from the offering
and concurrent placement, after underwriting and placement agent fees of $6.0
million and offering costs of $1.7 million were approximately $81.0 million.


                                       6
<PAGE>

                                 ABOUT.COM, INC.

     NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Continued)

      (b) Unaudited Interim Financial Information

      The accompanying interim unaudited condensed consolidated balance sheets
and statements of operations and cash flows reflect all normal recurring
adjustments that are, in the opinion of management, necessary for a fair
presentation of the financial position of About.com at June 30, 1999, and the
results of operations and cash flows for the interim periods ended June 30, 1999
and 1998. The results of operations for any interim period are not necessarily
indicative of About.com's results of operations for any other future interim
period or for a full fiscal year.

      Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the Securities and Exchange
Commission's rules and regulations. It is suggested that these unaudited interim
condensed financial statements be read in conjunction with About.com's audited
financial statements and notes thereto for the year ended December 31, 1998 as
included in About.com's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission in March 1999.

      About.com has made certain reclassifications within its financial
statements to more accurately present the financial results of the Company.
Accordingly, certain prior period balances have been reclassified to conform to
the current period presentation.

      (c) Use of Estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

      (d) Cash and Cash Equivalents

      About.com considers all highly liquid securities with original maturities
of three months or less to be cash equivalents, which principally consist of
money market accounts.


                                       7
<PAGE>

                                 ABOUT.COM, INC.

     NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Continued)

      (e) Revenue and Expense Recognition

            Revenue Recognition

      To date, substantially all of About.com's revenues have been derived from
the sale of advertisements on About.com. About.com offers numerous sizes and
types of advertising placement, including banner advertisements, button
advertisements, text links and sponsorship programs. Advertising revenues are
derived principally from short-term advertising contracts in which About.com
typically guarantees a minimum number of impressions to advertisers over a
specified period of time for a fixed fee. Revenues from advertising sales are
recognized ratably in the period in which the advertisement is displayed,
provided that no significant About.com obligations remain, at the lesser of the
ratio of impressions delivered over total guaranteed impressions or the straight
line basis over the term of the contract, and collection of the resulting
receivable is probable. Payments received from advertisers prior to displaying
their advertisements on About.com are recorded as deferred revenue and are
recognized as revenue ratably as the advertisements are displayed. Pursuant to
its agreements with advertisers, About.com generally guarantees a minimum number
of impressions (times that an advertisement appears in pages viewed by the users
of About.com) to be delivered over a specified period of time for a fixed fee.
To the extent minimum guaranteed impression levels are not met ratably over the
contract period, About.com defers recognition of the corresponding pro-rata
portion of the revenues relating to such unfulfilled obligations until the
guaranteed impression levels are achieved. When there is no guarantee of a
minimum number of impressions, About.com recognizes revenues in the period in
which the advertisement is displayed. About.com's short-term advertising
agreements are generally terminable by either party upon relatively short
notice. About.com's agreements with its electronic commerce partners are
typically longer in length, and in certain cases, entitle About.com to a share
of revenues generated by sales over a particular threshold resulting from direct
links from About.com. To date, About.com has recognized minimal revenue from
these revenue sharing agreements. About.com's revenue derived from these revenue
sharing agreements will be recognized by About.com upon notification from its
advertisers and electronic commerce partners of sales attributable to About.com.

      A portion of About.com's revenues are from production and development
fees. Production and development fees represent HTML design services, graphic
services, engineering and database development and related services. About.com
charges clients for these services on either a fixed price or time and materials
basis. Revenue is recognized as these services are performed. These revenues
fluctuate based on the number of new programs initiated, types of services and
scope and complexity of each program.

      A portion of About.com's revenues are from barter advertisements
(agreements whereby About.com trades advertisements on About.com in exchange for
advertisements on third-party web sites). Barter advertising revenues and
expenses are recorded at the fair market value of services provided or received,
whichever is more determinable in the circumstances. Revenue from barter
advertising transactions is recognized as income when advertisements are
delivered on About.com. Barter expense is recognized when About.com's
advertisements are run on third-party web sites, which is typically in the same
period when barter revenue is recognized. Barter expense is included as a
component of cost of revenues. Barter advertising revenues and expenses were
$215,200 and $35,800 for the three months ended June 30, 1999 and 1998,
respectively, and $452,000 and $49,200 for the six months ended June 30, 1999
and 1998, respectively.


                                       8
<PAGE>

                                 ABOUT.COM, INC.

     NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Continued)

      At June 30, 1999, accounts receivable included approximately $1,420,900 of
unbilled receivables, $712,000 of which have been subsequently billed. Such
unbilled receivables represent the recognized sales value of short term
advertising contracts that were earned but not billable to customers at June 30,
1999. The terms of the related advertising contracts typically require billing
at the end of 30, 60 or 90 days from the signing of the contract.

      (f) Basic and Diluted Net Loss Per Common Share

      About.com adopted SFAS No. 128, "Computation of Earnings Per Share,"
during the year ended December 31, 1997. In accordance with SFAS No. 128 and the
SEC Staff Accounting Bulletin No. 98, basic earnings (loss) per share is
computed using the weighted average number of common and dilutive common
equivalent shares outstanding during the period. Common equivalent shares
consist of the incremental common shares issuable upon the conversion of the
convertible preferred stock (using the if-converted method) and shares issuable
upon the exercise of stock options and warrants (using the Treasury Stock
method); common equivalent shares are excluded from the calculation if their
effect is anti-dilutive. Pursuant to SEC Staff Accounting Bulletin No. 98, all
options, warrants or other potentially dilutive instruments issued for nominal
consideration, prior to the anticipated effective date of an initial public
offering (including the IPO), are required to be included in the calculation of
basic and diluted net loss per share, as if they were outstanding for all
periods presented. As a result, About.com has included 218,890 shares of common
stock in the calculation of basic and diluted net loss per common share for the
three and six month periods ended June 30, 1998 which relate to certain investor
warrants issued for nominal consideration, all of which were exercised in
December 1998 when About.com exercised its right to call those warrants.

      Diluted net loss per common share for the periods ended June 30, 1999 and
1998, does not include the effect of options to purchase 2,821,811 and 935,243
shares of common stock and 65,860 and 729,376 warrants to purchase common stock,
respectively.

      (g) Recent Accounting Pronouncements

      As of January 1, 1998, About.com adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income", which establishes standards for reporting and
displaying comprehensive income and its components in a full set of general
purpose financial statements. The adoption of this standard has had no impact on
About.com's financial statements. Accordingly, About.com's comprehensive net
loss is equal to its net loss for all periods presented.


                                       9
<PAGE>

                                 ABOUT.COM, INC.

     NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Continued)

      In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information", which establishes standards for the way
that a public enterprise reports information about operating segments in annual
financial statements, and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. SFAS No. 131 is
effective for fiscal years beginning after December 15, 1997. In the initial
year of application, comparative information for earlier years must be restated.
About.com has determined that it does not have any separately reportable
business segments.

      In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"), which provides
guidance for determining whether computer software is internal-use software and
on accounting for the proceeds of computer software originally developed or
obtained for internal use and then subsequently sold to the public. It also
provides guidance on capitalization of the costs incurred for computer software
developed or obtained for internal use. About.com does not expect the adoption
of SOP 98-1 to have a material effect on its capitalization policy.

      In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments, including derivative instruments embedded
in other contracts, and for hedging activities. In June 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133", which amends the
effective date of FASB 133 to all fiscal quarters of all fiscal years beginning
after June 15, 2000. This statement is not expected to affect About.com as
About.com currently does not engage or plan to engage in derivative instruments
or hedging activities.

(3) Property and Equipment

      Property and equipment consists of the following:

                                               June 30, 1999   December 31, 1998
                                               -------------   -----------------
                                                (Unaudited)
Equipment and computer hardware, including
  assets under capital leases of $664,700       $ 8,661,400       $ 4,062,200
Leasehold improvements                              200,300            32,400
Furniture and fixtures                              106,600            17,800
                                                -----------       -----------
                                                   8,968300        4,112,400
Less accumulated depreciation and
  amortization, including
  assets under capital leases of $329,100,
  and $239,900, respectively                     (1,901,600)         (810,400)
                                                -----------       -----------

Total                                           $ 7,066,700       $ 3,302,000
                                                ===========       ===========


                                       10
<PAGE>

                                 ABOUT.COM, INC.

     NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Continued)

(4) Concentration of Credit Risk

      Financial instruments which subject About.com to concentrations of credit
risk consist primarily of cash and cash equivalents, short term investments and
accounts receivable. About.com maintains cash and cash equivalents with various
domestic financial institutions. About.com performs periodic evaluations of the
relative credit standing of these institutions. From time to time, About.com's
cash balances with any one financial institution may exceed Federal Deposit
Insurance Corporation insurance limits.

      About.com's customers are concentrated in the United States. About.com
performs ongoing credit evaluations and establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of customers, historical
trends and other information. To date, such losses have been within management's
expectations.

      For the six months ended June 30, 1999 and 1998, there were zero and one
customer, respectively, that accounted for more than 10% of revenue generated by
About.com and no customer accounted for more than 10% of gross receivables for
the periods then ended.

(5) Non-cash Compensation

      In March 1999, About.com recorded a non-cash charge of $3.6 million for
guide compensation. About.com has granted fully vested, non-qualified stock
options to purchase 199,500 shares of common stock at an exercise price of
$25.00 per share to a substantial majority of its guides. The options have a two
year term. Accordingly, such amount was recorded as a non-cash compensation
expense in About.com's statement of operations for the three months ended March
31, 1999 with an offsetting increase in additional paid in capital.

(6) Lease Line of Credit

      During the first quarter of 1999, About.com entered into a lease line of
credit for $781,300 to finance capital equipment. Payments due are $232,200 in
1999, $268,000 in 2000, $273,300 in 2001 and $7,000 in 2002. The effective rate
of the credit facility is 16%.


                                       11
<PAGE>

                                 ABOUT.COM, INC.

     NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Continued)

(7) Acquisition

      On June 14, 1999, About.com formed About.com Acquisition Corp. ("AAC"), a
Delaware corporation and a wholly-owned subsidiary of About.com. AAC was merged
with and into VantageNet, Inc., a Minnesota corporation ("VantageNet"), with
VantageNet as the surviving corporation. The merger was effected pursuant to the
Agreement and Plan of Reorganization, dated June 14, 1999, by and among
About.com, AAC, VantageNet and certain stockholders thereof. As a result of the
merger, VantageNet became a wholly-owned subsidiary of About.com. VantageNet is
an Internet marketing company which utilizes electronic surveys and/or polling
tools.

      The consideration paid by About.com in connection with the merger
consisted of $550,000 in cash and 65,550 newly issued shares of common stock,
par value $0.001, of About.com. The total purchase price for this transaction
was approximately $2.5 million. The difference between the fair market value of
VantageNet's net tangible assets and the purchase price has been accounted for
as goodwill and other purchased intangible assets and is being amortized over
the expected period of benefit of three years.

   Acquired        Effective      Acquisition     Net Tangible     Intangibles/
    Company           Date           Costs          Assets           Goodwill
--------------------------------------------------------------------------------
  VantageNet     June 14, 1999      $51,000         $24,000         $2,476,000

      The following unaudited pro forma consolidated amounts give effect to the
acquisition as if it had occurred on January 1, 1998, by consolidating the
results of operations of VantageNet with the results of About.com for the three
and six month periods ended June 30, 1999 and 1998.

<TABLE>
<CAPTION>
                                    Three months ended June 30,            Six months ended June 30,
                                  --------------------------------------------------------------------
                                      1999               1998              1999                1998
                                  ------------       ------------      ------------        -----------
<S>                               <C>                <C>               <C>                 <C>
Total revenues                      $3,720,000           $406,000        $6,132,000           $560,000
Net loss attributable to
  common stockholders             ($20,865,000)      ($ 2,995,000)     ($33,627,000)       ($5,625,000)
Net loss per common share               ($1.72)            ($1.70)           ($4.40)            ($3.19)

Weighted average shares used
  in net loss per common
  share calculation (1)             12,137,722          1,766,031         7,649,116          1,763,738
</TABLE>


                                       12
<PAGE>

                                 ABOUT.COM, INC.

     NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                   (Continued)

The unaudited pro forma consolidated statements of operations are not
necessarily indicative of the operating results that would have been achieved
had the transactions been in effect as of the beginning of the periods presented
and should not be construed as being representative of future operating results.

(1)   The Company computes net loss per share in accordance with provisions of
      FAS No. 128, "Earnings Per Share". Basic net loss per share is computed by
      dividing the net loss for the period by the weighted average number of
      common shares outstanding during the period. The weighted average common
      shares used to compute pro forma basic net loss per share includes the
      actual weighted average common shares outstanding for the historical three
      and six month periods ended June 30, 1999 and 1998, respectively, plus the
      common shares issued in connection with the acquisition of VantageNet from
      January 1, 1998. The common stock issued in connection with the
      acquisition of VantageNet was 65,550 shares, which was adjusted for the
      weighted average period such shares were considered to be outstanding
      during 1999. In addition, diluted net loss per share is equal to basic net
      loss per share as common stock issuable upon exercise of the Company's
      employee stock options and upon exercise of outstanding warrants are not
      included because they are antidilutive. In future periods, the weighted
      average shares used to compute diluted earnings per share will include the
      incremental shares of common stock relating to outstanding options and
      warrants to the extent such incremental shares are dilutive.

(8) Supplemental Cash Flow Information

      The amount of cash paid for interest was $80,110 and $31,849 for the six
months ended June 30, 1999 and 1998, respectively.

      In March 1999, About.com converted all outstanding shares of convertible
preferred stock into 6,139,640 shares of common stock and $341,300 of unsecured
promissory notes payable was forgiven.


                                       13
<PAGE>

                                 ABOUT.COM, INC.

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

      THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF ABOUT.COM CONTAINS FORWARD-LOOKING STATEMENTS RELATING TO FUTURE
EVENTS AND THE FUTURE PERFORMANCE OF ABOUT.COM WITHIN THE MEANING OF SECTION 27A
OF THE SECURITIES ACT OF 1993, AS AMENDED, AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. STOCKHOLDERS ARE CAUTIONED THAT SUCH
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. ABOUT.COM'S ACTUAL RESULTS AND
TIMING OF CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING, BUT NOT
LIMITED TO, THOSE SET FORTH UNDER "RISK FACTORS THAT MAY AFFECT FUTURE RESULTS"
AND ELSEWHERE IN THIS REPORT AND IN ABOUT.COM'S OTHER PUBLIC FILINGS MADE WITH
THE SECURITIES AND EXCHANGE COMMISSION.

OVERVIEW

      About.com is an Internet news, information and entertainment service
comprised of a network of niche vertical sites for users and marketers. This
network includes over 650 highly targeted environments, each of which focuses on
a specific topic and is overseen by a knowledgeable human guide. Each vertical
niche provides a comprehensive consumer experience including leading Internet
link directories, original content and community features. Through these
GuideSites(TM), the guides create and maintain Internet directories that include
approximately 400,000 pre-screened links to other web sites, which are
summarized by the guides, enabling users to quickly find relevant Internet
content. The GuideSite network also provides original high-quality content,
consisting primarily of text, that is created regularly by the guides on
thousands of subjects. Additionally, since our GuideSites focus on specific
topics, users with like interests can form communities by communicating with
each other directly or through the guides. We believe that our service offers an
enjoyable and efficient Internet experience for users across a broad range of
topics, creating highly targeted marketing opportunities for advertisers and for
businesses that market their products and services over the Internet. According
to Media Metrix, over 7.2 million unique users visited About.com in June 1999,
making About.com the second largest news/information/entertainment Internet
property in terms of audience reach and the 20th largest Internet property
overall in that month.

      To date, substantially all of About.com's revenues have been derived from
the sale of advertisements on About.com. These sales have been made both to
companies that advertise their products and services over the Internet and to
electronic commerce marketers. About.com expects to derive its revenue
principally from the sale of advertising on About.com for the foreseeable
future. About.com currently offers advertisers and electronic commerce partners
numerous sizes and types of advertising placement, including banner
advertisements, button advertisements, text links and sponsorship programs.
About.com also offers other promotional opportunities to build brand awareness
and drive user traffic to an advertiser's or electronic commerce partner's web
site. To date, sales of advertisements on About.com have been generated
primarily by About.com's internal advertising sales organization and, to a
lesser extent, by third-party advertising sales representatives.


                                       14
<PAGE>

      Revenues from advertising sales are recognized ratably in the period in
which the advertisement is displayed, provided that no significant About.com
obligations remain, at the lesser of the ratio of impressions delivered over
total guaranteed impressions or the straight line basis over the term of the
contract, and collection of the resulting receivable is probable. Payments
received from advertisers prior to displaying their advertisements on About.com
are recorded as deferred revenues and are recognized as revenues ratably as the
advertisements are displayed. Pursuant to its agreements with advertisers,
About.com generally guarantees a minimum number of impressions, or times that an
advertisement is delivered to users of About.com, to be delivered over a
specified period of time for a fixed fee. To the extent these minimum guaranteed
impression levels are not met ratably over the contract period, About.com defers
recognition of the corresponding pro-rata portion of the revenues related to
such unfulfilled obligation until the guaranteed impression levels are achieved.
When there is no guarantee of a minimum number of impressions, About.com
recognizes revenue in the period in which the advertisement is displayed.

      A portion of About.com's revenues are from production and development
fees. Production and development fees represent HTML design services, graphic
services, engineering and database development and related services. About.com
charges clients for services on either a fixed price or time and materials
basis. Revenue is recognized as these services are performed. These revenues
fluctuate based on the number of new programs initiated, types of services and
scope and complexity of each program. For the three and six month periods ended
June 30, 1999, production and development fee revenue totaled $120,000.

      For the three and six month periods ended June 30, 1999 and 1998,
approximately 6% and 10% and 7% and 10%, respectively, of About.com's revenues
were generated by agreements where About.com traded advertisements on About.com
in exchange for advertisements on third-party web sites without receiving any
cash payment. The corresponding expenses from these barter arrangements, which
equal the amount of the barter revenues from these arrangements, are included as
a component of cost of revenues.

      Advertisers on About.com typically enter into short-term agreements,
typically one to three months in duration. About.com's agreements with its
electronic commerce partners are typically longer in duration, ranging from six
months to two years and, in particular cases, these agreements entitle About.com
to a share of revenues generated by sales of merchandise and services over a
particular threshold resulting from direct links from About.com. Through June
30, 1999, About.com had not recognized any material revenues from these revenue
sharing agreements. Any revenues About.com derives from these revenue sharing
agreements will be recognized by About.com upon notification from its
advertisers and electronic commerce partners of sales attributable to About.com.

      Guide compensation, including any compensation that has resulted or may in
the future result from the grant of stock options to the guides, is included as
a component of cost of revenues. Guides are currently compensated at an amount
equal to the greater of a monthly minimum guarantee or a percentage of net
advertising revenues generated by the entire GuideSite network, which is
distributed among the guides based on the user traffic on their respective
GuideSites. Guides are also currently entitled to share a percentage of net
transaction revenues and net syndication revenues. About.com has granted fully
vested, non-qualified stock options to purchase 199,500 shares of common stock
to a substantial majority of its guides. The exercise price per share of these
options is $25.00 and the options have two year terms. Since the guides are
independent contractors, About.com recorded non-cash compensation expense of
approximately $3.6 million during the quarter ended March 31, 1999 representing
the fair market value of the options at the date of grant.


                                       15
<PAGE>

      To date, About.com has recorded deferred compensation expense of
approximately $4.5 million in connection with the grant of stock options to
employees and directors, representing the difference between the deemed value of
the common stock at the date of grant for accounting purposes and the exercise
price of the related options. This expense is amortized over the vesting period,
typically four years, of the applicable options. About.com currently expects to
amortize the following amounts of deferred compensation expense annually:
1999--$1.1 million; 2000--$1.0 million; 2001--$1.0 million; and 2002--$0.9
million. Amortization of deferred compensation expense was $478,000 for the year
ended December 31, 1998 and $601,000 for the six months ended June 30, 1999, of
which the $10,000 related to deferred compensation expense for the grant of
options to operations personnel has been included in cost of revenues.

      In May 1999, the Company changed its corporate name to About.com and
launched a national marketing campaign focused on establishing its brand in the
marketplace. As a result, sales and marketing expenses grew to $18.3 million in
the three months ended June 30, 1999 from $1.1 million in the three months ended
June 30, 1998.

      In June 1999, About.com acquired VantageNet, an Internet marketing company
which utilizes electronic surveys and/or polling tools for cash and common
stock.

Results of Operations

Revenues

      Revenues consist primarily of advertising revenues on About.com. Revenues
increased to $3.7 million for the three months ended June 30, 1999 from $396,000
for the three months ended June 30 1998. For the six months ended June 30, 1999
and 1998, revenue increased to $6.1 million from $548,000. This period-to-period
growth was primarily attributable to an increase in (1) the number of
advertisers and the average commitment per advertiser, (2) our web site traffic
and (3) the number of our sales people. About.com anticipates that revenues from
advertising will continue to account for substantially all of About.com's
revenues for the foreseeable future, and that barter revenues will remain
relatively constant as a percentage of About.com's total revenues.

Cost of Revenues

      Cost of revenues increased to $2.9 million for the three months ended June
30, 1999 from $744,000 for the three months ended June 30, 1998. For the six
months ended June 30, 1999 and 1998, cost of revenues increased to $8.9 million
from $1.3 million. Cost of revenues consists primarily of guide compensation,
third party advertising sales organization fees, salaries of operations
personnel, site hosting and depreciation costs and barter advertising expenses.
The absolute dollar increase in cost of revenues was due to an increase in site
hosting costs to support the increase in web site traffic, as well as an
increase in equipment costs, depreciation and staff costs required to support
the expansion of our site and services. In addition, cost of revenues includes
the non-cash compensation expense relating to About.com's granting stock options
to the guides at the closing of the initial public offering to purchase 199,500
shares of common stock. This non-cash compensation charge, which was included as
a component of cost of revenues in the first quarter of 1999, was based on the
value of the options granted to the guides and amounted to $3.6 million.


                                       16
<PAGE>

Operating Expenses

      Sales and Marketing

            Sales and marketing expenses consist primarily of online and offline
advertising costs, salaries and commissions of internal sales and marketing
personnel, public relations costs, payment to third-party Internet companies to
drive user traffic to About.com and other marketing related expenses. Sales and
marketing expenses were $18.3 million for the three months ended June 30, 1999
and $1.1 million for the three months ended June 30, 1998. For the six months
ended June 30, 1999 and 1998, sales and marketing expenses increased to $23.8
million from $1.4 million. These period-to-period increases were primarily
attributable to the launch of our national branding and marketing campaigns. The
increase was also attributable to the expansion of About.com's online
advertising efforts as well as increased sales and marketing personnel and
related expenses. About.com expects that sales and marketing expenses will
continue to be significant for the foreseeable future as About.com continues to
incur expenditures for marketing, promotion and branding, expands its internal
advertising sales force and hires additional marketing personnel.

      General and Administrative

            General and administrative expenses consist primarily of salaries
and related costs for general corporate functions, including finance,
accounting, facilities and legal expenses, and fees for professional services.
General and administrative expenses were $1.9 million for the three months ended
June 30, 1999 and $633,000 for the three months ended June 30, 1998. For the six
months ended June 30, 1999 and 1998, general and administrative expenses
increased to $3.3 million from $1.1 million. This period-to-period increase was
primarily attributable to increased salaries and related expenses associated
with hiring additional personnel, facility-related expenses and costs relating
to About.com's operation as a public company. About.com expects that it will
incur additional general and administrative expenses as it hires additional
personnel and incurs additional costs related to the growth of its business and
its operation as a public company, including directors' and officers' liability
insurance, investor relations programs and professional service fees.
Accordingly, About.com anticipates that general and administrative expenses will
continue to increase in absolute dollars in future periods.

      Product Development

            Product development expenses include personnel and consulting costs
associated with the design, development and testing of About.com and About.com's
systems and editorial personnel costs. About.com expenses its product
development costs as incurred. Product development expenses were $1.8 million
for the three months ended June 30, 1999 and $635,000 for the three months ended
June 30, 1998. For the six months ended June 30, 1999 and 1998, product
development expenses increased to $2.9 million from $1.2 million. This
period-to-period increase was primarily attributable to increased staffing
levels to support the growth and development of About.com. About.com believes
that timely deployment of new and enhanced features and technology are critical
to attaining its strategic objectives. Accordingly, About.com intends to
continue recruiting and hiring experienced product development personnel and to
make additional investments in product development. About.com expects that
product development expenditures will increase in absolute dollars in future
periods.


                                       17
<PAGE>

      Non-cash Compensation Expense

            During 1998 and the first quarter of 1999, About.com recorded
deferred compensation expense of $4.5 million in the aggregate for the
difference between the exercise price and the deemed fair value of stock options
granted by About.com to employees, consisting of operational and non-operational
personnel, and directors. This amount is being amortized over the vesting
periods of the individual stock options, which are typically four years. For the
six months ended June 30, 1999, amortization of these non-cash charges for
non-operational personnel amounted to $616,000. During the six months ended June
30, 1999, amortization of these non-cash charges for operational personnel was
$9,000; which amount is included as a component of cost of revenues.

      Other Income (Expense), Net

            Other income (expense), net includes interest expense related to
About.com's debt and capital lease obligations, net of interest income from
About.com's cash and cash equivalents. Other income (expense), net was $800,000
for the three months ended June 30, 1999 and $(93,000) for the three months
ended June 30, 1998. For the six months ended June 30, 1999 and 1998, other
income (expense), net increased to $819,000 from $(571,000). The increase in
other income was primarily attributable to the interest income generated by the
increase in cash related to About.com's IPO.

      Cumulative Dividends and Accretion of Convertible Preferred Stock

            Cumulative dividends on About.com's convertible preferred stock and
accretion of costs associated with the convertible preferred stock issuance
amounted to $659,600 and $0 for the six months ended June 30, 1999 and 1998. Up
to the date of the IPO, each share of convertible preferred stock was entitled
to a cumulative dividend at a rate of $0.135, $0.162 and $0.176 per share per
annum for the Series A, B and C convertible preferred stock, respectively. Upon
the close of the IPO, 3,346,715, 6,597,596 and 7,301,811 shares of Series A, B
and C convertible preferred stock, respectively, converted into an aggregate of
6,139,640 shares of common stock.

LIQUIDITY AND CAPITAL RESOURCES

            Since its inception, About.com has financed its operations primarily
through the private placement of equity securities, the incurrence of
indebtedness and more recently, from its initial public offering and concurrent
placement. In March 1999, About.com received net proceeds of approximately $81.0
million from its initial public offering and concurrent private placement of
shares of About.com's common stock.

            Net cash used in operating activities was $25.5 million for the six
months ended June 30, 1999 and $4.3 million for the six months ended June 30,
1998. Net cash used in operating activities for these periods was primarily
attributable to About.com's net losses during these periods, adjusted for
certain non-cash items, and a higher level of accounts receivable resulting from
an increase in About.com's revenues, which was offset by increases in accounts
payable, accrued expenses and deferred revenues.


                                       18
<PAGE>

            Net cash used in investing activities was $5.9 million for the six
months ended June 30, 1999 and $243,300 for the six months ended June 30, 1998.
For the six months ended June 30, 1999, net cash used in investing activities
related to $4.8 million of capital expenditures, primarily for the acquisition
of equipment, $587,000 related to the acquisition of VantageNet and $488,000
related to the purchase of certain intangible assets. For the six months ended
June 30, 1998, all net cash used in investing activities related to capital
expenditures.

            Net cash provided by financing activities was $82.3 million for the
six months ended June 30, 1999 and $8.8 million for the six months ended June
30, 1998. Net cash provided by financing activities for the six months ended
June 30, 1999 consisted primarily of approximately $81.0 million in net proceeds
received by About.com in connection with the closing of its initial public
offering and concurrent placement in March 1999 and $781,000 of proceeds from a
secured credit facility. Net cash provided by financing activities for the six
months ended June 30, 1998 consisted primarily of $8.7 million of net proceeds
received by About.com from the issuance of loans payable and preferred stock and
to a lesser extent, proceeds from a secured credit facility related to equipment
financing.

            As of June 30, 1999, About.com had $61.5 million of cash and cash
equivalents. About.com's principal commitments consist of obligations
outstanding under capital and operating leases and notes payable. Although
About.com has no material commitments for capital expenditures, management
anticipates that it will experience a substantial increase in its capital
expenditures and lease commitments consistent with its anticipated growth in
operations, infrastructure and personnel. About.com currently anticipates that
it will continue to experience significant growth in its operating expenses for
the foreseeable future and that its operating expenses will be a material use of
About.com's cash resources. About.com believes that the existing cash and cash
equivalents and short-term investments will be sufficient to meet its
anticipated cash needs for working capital and capital expenditures for at least
the next 12 months.

            About.com's ability to generate significant revenues is uncertain.
About.com has incurred substantial costs to create, launch and enhance About.com
and to grow its business. At June 30, 1999, About.com had an accumulated deficit
of $59.3 million. About.com expects losses from operations and negative cash
flow to continue for the foreseeable future as a result of its expansion plans
and its expectation that its operating expenses, particularly sales and
marketing expenses, will increase significantly in the next several years.
Although About.com has experienced revenue growth in recent periods, About.com's
revenues may not remain at their current level or increase in the future. If
About.com's revenues do not increase substantially, About.com may not achieve
profitability, which would have a material adverse effect on About.com's
business, results of operations and financial condition. Even if About.com
achieves profitability, it may not sustain or increase profitability on a
quarterly or annual basis in the future.


                                       19
<PAGE>

YEAR 2000 COMPLIANCE

            Many currently installed computer systems and software products are
coded to accept or recognize only two-digit entries in the date code field.
These systems may recognize a date using "00" as the year 1900 rather than the
year 2000. As a result, computer systems and/or software used by many companies
and governmental agencies may need to be upgraded to comply with Year 2000
requirements or risk system failure or miscalculations causing disruptions of
normal business activities.

            About.com is exposed to the risk that the systems on which it
depends to conduct its operations are not Year 2000 compliant.

            State of Readiness. About.com has completed the process of
determining the Year 2000 readiness of its information technology systems, which
includes the hardware and software necessary to provide and deliver About.com
and its non-information technology systems, including telephone systems and
other office equipment used internally. About.com's assessment plan consisted of
the following steps:

            o     evaluating About.com's date dependent code, software and
                  hardware and evaluating external dependencies

            o     quality assurance testing of About.com's internally-developed
                  proprietary software and systems incorporated in About.com

            o     contacting third-party vendors and licensors of material
                  hardware, software and services that are related to the
                  delivery of About.com

            o     contacting vendors of material non-information technology
                  systems used by About.com

            To date, About.com's assessment has determined the following:

            o     Internally developed software and systems have been checked
                  for date dependent code, and all material files and systems
                  are Year 2000 compliant.

            o     About.com has been informed by vendors of material hardware
                  and software components of its information technology systems
                  that the products used by About.com are currently Year 2000
                  compliant.

            o     About.com's hosting service, Frontier Global Center, has
                  certified that its systems are Year 2000 compliant.

            o     Commercial software upon which About.com is dependent is
                  either Year 2000 compliant or will be upgraded to be compliant
                  in the normal course of business through upgrades or
                  installation of software patches.

            o     Substantially all hardware used in About.com's network
                  operations and all of the hardware used in its office
                  operations has been certified as Year 2000 compliant by its
                  vendors.


                                       20
<PAGE>

            o     About.com's telephone system, fax machines and mail systems
                  have been certified as Year 2000 compliant.

            o     About.com's landlords and third-party advertising sales
                  representative and servicing organizations have not yet
                  provided About.com with information regarding their Year 2000
                  compliance.

            Costs. About.com anticipates that no additional costs will be
incurred for its Year 2000 compliance efforts.

            Risks. Although About.com has received compliance information from
its material third-party vendors, it has not received compliance information
from all of its third-party vendors. In addition, it is possible that
About.com's third-party vendors were mistaken in certifying that their systems
are Year 2000 compliant. Being required to fix or replace material third-party
software, hardware or services on a timely basis could result in lost revenues,
increased operating costs and other business interruptions, any of which could
have a material adverse effect on About.com's business, results of operations
and financial condition.

            In addition, there can be no assurance that governmental agencies,
utility companies, Internet access companies, third-party service providers and
others outside About.com's control will be Year 2000 compliant. The failure by
those entities to be Year 2000 compliant could result in a systemic failure
beyond the control of About.com, such as a prolonged Internet,
telecommunications or electrical failure, which could also prevent About.com
from delivering About.com, decrease the use of the Internet or prevent users
from accessing About.com, any of which would have a material adverse effect on
About.com's business, results of operations and financial condition.

            Contingency Plan. Based on the results of the Year 2000 assessment,
About.com has not developed a contingency plan to address the worst-case
scenario that might occur if technologies it is dependent upon actually are not
Year 2000 compliant.


                                       21
<PAGE>

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

      THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS RELATING TO FUTURE EVENTS
AND THE FUTURE PERFORMANCE OF ABOUT.COM WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1993, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. STOCKHOLDERS ARE CAUTIONED THAT SUCH STATEMENTS INVOLVE
RISKS AND UNCERTAINTIES. ABOUT.COM'S ACTUAL RESULTS AND TIMING OF CERTAIN EVENTS
COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING, BUT NOT LIMITED TO, THOSE
SET FORTH BELOW AND ELSEWHERE IN THIS REPORT AND IN ABOUT.COM'S OTHER PUBLIC
FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION.

Because we have only been in business for a short period of time, there is
limited information upon which you can evaluate our business.

      We were incorporated in June 1996 and launched our service in April 1997.
Accordingly, you can only evaluate our business based on our limited operating
history. As a young company, we face risks and uncertainties relating to our
ability to successfully implement our business plan. If we are unsuccessful in
addressing these risks and uncertainties, our business, results of operations
and financial condition will be materially adversely affected.

We have lost money every quarter and every year, and we expect to lose money in
the future.

      If our revenues do not increase substantially, we may never become
profitable. We have not generated enough revenues to exceed the substantial
amounts we have spent to create, launch and enhance About.com and to grow our
business. Even if we do achieve profitability, we may not sustain or increase
profitability on a quarterly or annual basis in the future.

      A portion of our historical revenues have been derived from barter
agreements. In 1998, approximately 10% of our revenues were derived from
agreements where we traded advertisements on About.com in exchange for
advertisements on other web sites without receiving any cash payments. We expect
that these barter revenues will continue to account for approximately 10% of our
revenues in the future.

      Our costs of revenues combined with our operating expenses have exceeded
our revenues for all quarters. We have historically funded our operations by
selling our stock and not by generating income from our business. At June 30,
1999, our accumulated deficit was $59.3 million. We expect to continue to lose
money for the foreseeable future because we plan to continue to incur
significant expenses.


                                       22
<PAGE>

Fluctuations in our operating results may negatively impact our stock price.

      Our quarterly operating results may fluctuate significantly in the future
due to a variety of factors that could affect our revenues or our expenses in
any particular quarter. It is possible that in some future periods our results
of operations may be below the expectations of public market analysts and
investors. In this event, the price of our common stock is likely to fall.

      You should not rely on our results of operations during any particular
quarter as an indication of our results for a full year or any other quarter.
Factors that may affect our quarterly results include:

o     the demand for advertising on About.com;

o     the number of users on, and the frequency of their use of, About.com since
      our advertising revenues are typically based on user traffic;

o     our ability to attract and retain advertisers and electronic commerce
      partners;

o     our ability to meet the minimum numbers of advertisements that we are
      required to deliver to users by many of our advertising contracts, since
      our failure to do this would result in our deferring recognition of the
      related revenues and would reduce our available advertising inventory in
      subsequent periods;

o     changes in rates paid for advertising on About.com;

o     the timing and amount of our costs related to advertising sales and
      marketing efforts; and

o     fees we may pay for distribution or content or other costs we may incur as
      we expand our operations.

      Our operating expenses are based on our expectations of our future
revenues and are relatively fixed in the short term. Given our limited operating
history and our difficulties in accurately estimating the user traffic
historically experienced on our website, user traffic and page views on our
website are difficult to forecast accurately. Consequently, since revenues from
Internet advertising will make up a significant amount of our revenues for the
foreseeable future, our revenues are difficult to forecast accurately. In
particular, we intend to expend significant amounts to expand our internal
advertising sales force and to build brand awareness of About.com. We may be
unable to adjust spending quickly enough to offset any unexpected revenue
shortfall. If we have a shortfall in revenues in relation to our expenses, or if
our expenses precede increased revenues, then our results of operations and
financial condition would be materially adversely affected.

Seasonal factors may affect our quarterly operating results.

      Seasonality of our user traffic on About.com and our advertising revenues
may cause our total revenues to fluctuate. User traffic on web sites has
typically declined during the summer and year-end vacation and holiday periods.
We believe that advertising sales in traditional media, such as television and
radio, generally are lower in the first and third calendar quarters of each
year. Similar seasonal or other patterns may develop in our business.


                                       23
<PAGE>

We will only be able to execute our business plan if Internet usage grows.

      Our business would be adversely affected if Internet usage does not grow.
Internet usage may be inhibited for any of the following reasons:

o     the Internet infrastructure may not be able to support the demands placed
      on it, and its performance and reliability may decline as usage grows;

o     security and authentication concerns with respect to the transmission over
      the Internet of confidential information, such as credit card numbers, and
      attempts by unauthorized computer users, so-called hackers, to penetrate
      online security systems; and

o     privacy concerns, including those related to the ability of web sites to
      gather user information without the user's knowledge or consent.

We will only be able to execute our business plan if Internet advertising
increases.

      Our business, results of operations and financial condition would be
materially adversely affected if the Internet advertising market develops more
slowly than we expect or if we are unsuccessful in increasing our advertising
revenues. Revenues from Internet advertising will make up a significant amount
of our revenues for the foreseeable future. Since the Internet advertising
market is new and rapidly evolving, we cannot yet gauge its effectiveness as
compared to traditional advertising media.

      The adoption of Internet advertising, particularly by those entities that
have historically relied upon traditional media for advertising, requires the
acceptance of a new way of conducting business, exchanging information and
advertising products and services. Advertisers that have traditionally relied
upon other advertising media may be reluctant to advertise on the Internet.
These businesses may find Internet advertising to be less effective than
traditional advertising media for promoting their products and services. Many
potential advertising and electronic commerce partners have little or no
experience using the Internet for advertising purposes. Consequently, they may
allocate only limited portions of their advertising budgets to Internet
advertising.

      Advertisers and electronic commerce marketers may not advertise on
About.com or may pay less for advertising on About.com if they do not believe
that they can reliably measure the effectiveness of Internet advertising or the
demographics of the user viewing their advertisements. We use both internal
measurements and measurements provided to us by third parties. If these third
parties are unable to continue to provide these services, we would have to
perform them ourselves or obtain them from another provider. This could cause us
to incur additional costs or cause interruptions in our business while we are
replacing these services. In addition, we are implementing additional systems
designed to record demographic data on our users. If we do not implement these
systems successfully, we may not be able to accurately evaluate the demographic
characteristics of our users. Moreover, "filter" software programs that limit or
prevent advertising from being delivered to an Internet user's computer are
available. Widespread adoption of this software could adversely affect the
commercial viability of Internet advertising.


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<PAGE>

      To the extent that minimum guaranteed impression levels are not met
ratably over the contract period, we defer recognition of the corresponding
pro-rata portion of the revenues related to such unfulfilled obligation until
the guaranteed impression levels are achieved. Advertising based on impressions,
or the number of times an advertisement is delivered to users, comprises
virtually all of our current revenues. To the extent that minimum impression
levels are not achieved for any reason, we may be required to provide additional
impressions after the contract term, which would reduce our advertising
inventory.

      Our revenues could be adversely affected if we are unable to adapt to
other Internet advertising pricing models if they are adopted. It is difficult
to predict which, if any, pricing models for Internet advertising will emerge as
the industry standard. This makes it difficult to project our future advertising
rates and revenues.

We may not be able to adapt as Internet technologies and customer demands
continue to evolve.

      To be successful, we must adapt to rapidly changing Internet technologies
by continually enhancing About.com and introducing new services to address our
customers' changing demands. We could incur substantial costs if we need to
modify our services or infrastructure in order to adapt to changes affecting
providers of Internet services. Our business, results of operations and
financial condition could be materially adversely affected if we incurred
significant costs to adapt, or cannot adapt, to these changes.

Regulatory and legal uncertainties could harm our business.

      Any new law or regulation pertaining to the Internet, or the application
or interpretation of existing laws, could decrease the demand for our service,
increase our cost of doing business or otherwise have a material adverse effect
on our business, results of operations and financial condition. There is, and
will be, an increasing number of laws and regulations pertaining to the
Internet. These laws or regulations may relate to liability for information
retrieved from or transmitted over the Internet, online content regulation, user
privacy, taxation and the quality of products and services. Moreover, the
applicability to the Internet of existing laws governing intellectual property
ownership and infringement, copyright, trademark, trade secret, obscenity,
libel, employment, personal privacy and other issues is uncertain and
developing.

We may be liable for the content we make available on the Internet.

      We make content available on About.com and on the web sites of our
advertisers and distribution partners. The availability of this content could
result in claims against us based on a variety of theories, including
defamation, obscenity, negligence, copyright or trademark infringement. Other
claims may be brought based on the nature, publication and distribution of our
content or based on errors or false or misleading information provided on
About.com, including information deemed to constitute professional advice such
as legal, medical, financial or investment advice. We could also be exposed to
liability for third-party content accessed through About.com's links to other
websites or posted by users in chat rooms or bulletin boards offered on the
GuideSites. Our financial condition could be materially adversely affected if we
were found liable for information that we make available. Implementing measures
to reduce our exposure to this liability may require us to spend substantial
resources and limit the attractiveness of our service to users.


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<PAGE>

The development of our brand is essential to our future success.

      If our brand marketing efforts are unsuccessful, our business, financial
condition and results of operations would be materially adversely affected. In
order to build our brand awareness, we must succeed in our brand marketing
efforts, provide high-quality services and increase user traffic on About.com.
These efforts have required, and will continue to require, significant expenses.

We must increase our internal advertising sales force to support our growth.

      Our business, results of operations and financial condition will be
materially adversely affected if we do not develop and maintain an effective
internal advertising sales force. On June 30, 1999, our internal advertising
sales force had 28 members. We need to continue to increase our internal
advertising sales force in the near future to support our growth. Our ability to
increase our sales force involves a number of risks and uncertainties,
including:

      o     the competition we face in hiring and retaining advertising sales
            personnel;

      o     our ability to integrate, train and motivate additional advertising
            sales and advertising sales support personnel;

      o     our ability to manage a multi-location advertising sales
            organization; and

      o     the length of time it takes new advertising sales personnel to
            become productive.

We may not be able to compete successfully.

      Competition could result in less user traffic to About.com, price
reductions for our advertising inventory, reduced margins or loss of market
share, any of which would have a material adverse effect on our business,
results of operations and financial condition. We face intense competition for
users and for advertisers and electronic commerce marketers. We expect this
competition to increase because there are no substantial barriers to entry in
our market. Competition may also increase as a result of industry consolidation.
We may not be able to compete successfully.

      We compete for users, advertisers and electronic commerce marketers with
the following:

      o     Internet retrieval companies, search engines and other Internet
            "portal" companies (such as Excite, Lycos and Yahoo!);

      o     online content web sites (such as C-net, ESPN.com and ZDNet.com);

      o     online community web sites (such as iVillage);

      o     online personal homepage services (such as GeoCities and
            theglobe.com);

      o     publishers and distributors of television, radio and print (such as
            CBS, Disney, NBC and Time Warner);


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<PAGE>

      o     general purpose consumer online services (such as America Online and
            Microsoft Network); and

      o     web sites maintained by Internet service providers (such as AT&T
            Worldnet, Earthlink and MindSpring).

      Our ability to compete depends on many factors, many of which are outside
of our control. These factors include the quality of content provided by us and
by our competitors, the ease of use of services developed either by us or by our
competitors, the timing and market acceptance of new and enhanced services
developed either by us or by our competitors, and sales and marketing efforts by
us and our competitors.

      Based on our review of publicly available documents, we believe that many
of our existing competitors, as well as potential new competitors, have longer
operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
This may allow them to devote greater resources than we can to the development
and promotion of their services. These competitors may also engage in more
extensive research and development, adopt more aggressive pricing policies and
make more attractive offers to existing and potential employees, guides,
distribution partners, and advertisers and electronic commerce partners. Our
competitors may develop services that are equal or superior to About.com or that
achieve greater market acceptance than About.com. In addition, current and
potential competitors have established or may establish cooperative
relationships among themselves or with third parties to increase the ability of
their services to address the needs of advertisers and electronic commerce
marketers. As a result, it is possible that new competitors may emerge and
rapidly acquire significant market share.

We would be unable to provide content without the efforts of our network of
guides.

      Our business, results of operations and financial condition would be
materially adversely affected if our guides fail to provide us with adequate
content or if we fail to successfully replace former guides on a timely basis.
We are substantially dependent on our network of guides for providing in-depth,
high-quality, up-to-date content that covers thousands of subjects. Our guides
may not continue to provide us with a sufficient amount of high-quality content
covering a broad enough range of subjects. Furthermore, any number of guides may
discontinue their relationship with us. In addition, since the guides are
independent contractors, we have less control over the content production
process than if the guides were our employees.


                                       27
<PAGE>

We could incur significant withholding taxes and employee benefits expenses if
the guides were deemed to be our employees rather than independent contractors.

      One or more jurisdictions or taxing authorities, including the Internal
Revenue Service, may seek to treat the guides as our employees rather than
independent contractors. As a result, they may seek to impose taxes, interest or
penalties on us. In addition, employees are generally entitled to healthcare and
other benefits that are typically unavailable to independent contractors. Since
we believe that the guides are independent contractors, we would vigorously
oppose any claim to the contrary. However, our efforts to do so might not be
successful. We have not estimated the minimum quantitative effect that these
taxes or employee benefit costs would have on us if the guides were deemed to be
employees. Our business, results of operations and financial condition would be
materially adversely affected if these claims are made and we do not prevail or
if we are required to treat the guides as employees for tax or employee benefit
purposes or otherwise.

We depend on relationships with third parties.

      Our business, results of operations and financial condition could be
materially adversely affected if we do not establish and maintain distribution
relationships on commercially reasonable terms or if any of our distribution
relationships do not result in increased user traffic on About.com. A portion of
the users who come to About.com come from third-party web sites with which we
have non-exclusive, short-term distribution relationships. Since these web sites
may not attract significant numbers of users themselves, About.com may not
receive a significant number of additional users from these relationships.
Moreover, we may have to pay significant fees to establish additional
relationships or maintain existing relationships in the future.

      In the future, we may also enter into agreements with advertisers,
electronic commerce marketers or other third-party web sites that require us to
exclusively feature these parties in certain sections or on certain pages of
About.com. These exclusivity agreements may limit our ability to enter into
other advertising or sponsorship agreements or other strategic relationships.
Many companies we may pursue for strategic relationships also offer competing
services. As a result, these competitors may be reluctant to enter into
strategic relationships with us.

We may not effectively manage our growth.

      In order to execute our business plan, we must grow significantly. This
growth will place a significant strain on our personnel, management systems and
resources. If we do not manage growth effectively, our business, results of
operations and financial condition would be materially adversely affected. We
expect that the number of our employees, including management-level employees,
will continue to increase for the foreseeable future. Some of our key employees
have recently been hired. These individuals do not have significant experience
working with us or our management team. In addition, we expect that the number
of guides will continue to increase as new GuideSites are established. We must
continue to improve our operational and financial systems and managerial
controls and procedures, and we will need to continue to expand, train and
manage our workforce. We must also maintain close coordination among our
technical, accounting, finance, marketing, sales and editorial organizations.


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<PAGE>

We depend on our key personnel.

      Our future success depends, in part, on the continued service of our key
management personnel, particularly Mr. Scott P. Kurnit, our President and Chief
Executive Officer, and Mr. William C. Day, our Chief Operating Officer. Although
we are the beneficiary of a key person life insurance policy on Mr. Kurnit's
life, the loss of his services, or the services of other key employees, would
have a material adverse effect on our business, results of operations and
financial condition. Our future success also depends on our ability to attract,
retain and motivate highly skilled employees. Competition for employees in our
industry is intense. We may be unable to attract, assimilate or retain other
highly qualified employees in the future. We have from time to time in the past
experienced, and we expect to continue to experience in the future, difficulty
in hiring and retaining highly skilled employees with appropriate
qualifications.

The performance of About.com is critical to our business and to our reputation.

      Any system failure, including network, software or hardware failure, that
causes an interruption in our service or a decrease in responsiveness of
About.com could result in reduced user traffic on About.com and reduced revenue.
About.com has in the past experienced slower response times and interruptions in
service for a variety of reasons. About.com could also be affected by computer
viruses, electronic break-ins or other similar disruptions. Our insurance
policies have low coverage limits and therefore our insurance may not adequately
compensate us for any losses that may occur due to any interruptions in our
service.

      In January 1998, we entered into an Internet-hosting agreement with
Frontier Global Center ("Frontier") to maintain all of our production servers at
Frontier's Manhattan Data Center until February 1, 2000. Our operations depend
on Frontier's ability to protect its and our systems against damage from fire,
power loss, water damage, telecommunications failures, vandalism and other
malicious acts, and similar unexpected adverse events. Any disruption in the
Internet access provided by Frontier could have a material adverse effect on our
business, results of operations and financial condition.

      Our users and our guides depend on Internet service providers, online
service providers and other web site operators for access to About.com. Each of
these providers has experienced significant outages in the past, and could
experience outages, delays and other difficulties due to system failures
unrelated to our systems.

We may be unable to protect our intellectual property rights and we may be
liable for infringing the intellectual property rights of others.

      Third parties may infringe or misappropriate our patents, trademarks or
other proprietary rights, which could have a material adverse effect on our
business, results of operations or financial condition. While we enter into
confidentiality agreements with our material employees, guides, consultants and
strategic partners, and generally control access to and distribution of our
proprietary information, the steps we have taken to protect our proprietary
rights may not prevent misappropriation. In addition, we do not know whether we
will be able to defend our proprietary rights since the validity, enforceability
and scope of protection of proprietary rights in Internet-related industries is
uncertain and still evolving.


                                       29
<PAGE>

      Third parties may assert infringement claims against us. From time to time
in the ordinary course of business we have been, and we expect to continue to
be, subject to claims of alleged infringement of the trademarks and other
intellectual property rights of third parties. These claims and any resultant
litigation, should it occur, could subject us to significant liability for
damages. In addition, even if we prevail, litigation could be time-consuming and
expensive to defend, and could result in the diversion of our time and
attention. Any claims from third parties may also result in limitations on our
ability to use the intellectual property subject to these claims unless we are
able to enter into agreements with the third parties making these claims.

We cannot predict our future capital needs and we may not be able to secure
additional financing.

      We may need to raise additional funds in the future in order to fund more
aggressive brand promotion or more rapid expansion, to develop new or enhanced
services, to respond to competitive pressures or to make acquisitions. Any
required additional financing may not be available on terms favorable to us, or
at all. If adequate funds are not available on acceptable terms, we may be
unable to fund our expansion, successfully promote our brand, take advantage of
acquisition opportunities, develop or enhance services or respond to competitive
pressures, any of which could have a material adverse effect on our business,
results of operations and financial condition. If additional funds are raised by
our issuing equity securities, stockholders may experience dilution of their
ownership interest and the newly issued securities may have rights superior to
those of the common stock. If additional funds are raised by our issuing debt,
we may be subject to limitations on our operations, including limitations on the
payment of dividends.

Future sales of common stock by our existing stockholders could adversely affect
our stock price.

      The market price of our common stock could decline as a result of sales by
our existing stockholders of shares of common stock in the market, or the
perception that these sales could occur. These sales also might make it more
difficult for us to sell equity securities in the future at a time and at a
price that we deem appropriate.

Our officers and directors may still control us.

      Our executive officers and directors beneficially own, in the aggregate,
approximately 38% of the common stock. These stockholders may be able to
exercise control over all matters requiring approval by our stockholders,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership may also have the effect of
delaying or preventing a change in control of us, which could have a material
adverse effect on our stock price.

Our shares may experience extreme price and volume fluctuations.

      The market for the stocks of Internet-related companies, including ours,
has experienced extreme price and volume fluctuations. The market price of our
common stock may continue to be volatile. In the past, securities class action
litigation has often been instituted against a company following periods of
volatility in the market price of About.com's securities. If instituted against
us, regardless of the outcome, litigation could result in substantial costs and
a diversion of our management's attention and resources and have a material
adverse effect on our business, results of operations and financial condition.


                                       30
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Currency Rate Fluctuations. About.com's results of operations, financial
position and cash flows are not materially affected by changes in the relative
values of non-U.S. currencies to the U.S. dollar. About.com does not use
derivative financial instruments to limit its foreign currency risk exposure.

      Market Risk. About.com's accounts receivables are subject, in the normal
course of business, to collection risks. About.com regularly assesses these
risks and has established policies and business practices to protect against the
adverse effects of collection risks. As a result, About.com does not anticipate
any material losses in this area.

      Interest Rate Risk. About.com's investments are classified as cash and
cash equivalents with original maturities of three months or less. Therefore,
changes in the market's interest rates do not affect the value of the
investments as recorded by About.com.

                           PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            NONE

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a)   Changes in Securities:

            NONE

      (b)   Use of Proceeds

      On March 29, 1999, About.com consummated the initial public offering of
3,450,000 shares of its common stock and a concurrent private placement of
107,527 shares of its common stock (collectively, the "Offering"). Net proceeds
to About.com from the Offering were approximately $81.0 million.

      During the three months ended June 30, 1999, About.com used approximately
$23.5 million of the proceeds from the Offering for general corporate purposes,
equipment purchases, marketing expenditures related to the national marketing
and branding campaigns, the payment of debt obligations, and cash paid in
connection with the acquisition of VantageNet.


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<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      NONE

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

      NONE

ITEM 5. OTHER INFORMATION

      NONE

ITEM 6. EXHIBITS AND REPORT ON FORM 8-K

      (a)   The following exhibits are filed as part of this report:

             2.1  Agreement and Plan of Reorganization, dated June 10, 1999, by
                  and between About.com, Inc., About.com Acquisition Corp.,
                  VantageNet, Inc., and certain stockholders of VantageNet, Inc.

            27.1  Financial Data Schedule

      (b)   Reports on Form 8-K:

            1)    On June 3, 1999, the Company filed a report on Form 8-K,
                  pursuant to Item 5 of such Form, announcing that it had
                  changed its name from MiningCo.com, Inc. to About.com, Inc.
                  effective May 17, 1999 and that on May 20, 1999, the Nasdaq
                  National Market ticker symbol for the registrant's common
                  stock was changed from "MINE" to "BOUT".

ITEM 7. SIGNATURES

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

Date: August 16, 1999                   ABOUT.COM, INC.


                                        By: /s/ Todd B. Sloan
                                            ------------------------------------
                                            Todd B. Sloan
                                            Chief Financial Officer (Principal
                                            Financial Officer)


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