<PAGE>   1

                UNITED STATES 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 Quarter Ended March 31, 2001

                                       OR

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

          For the transition period from ____________ to ______________

                        Commission File number 000-25835

                               MYPOINTS.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                  <C>
          Delaware                               94-3255692
(State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
Incorporation or Organization)
</TABLE>

             100 California Street, 12th Flr, San Francisco, CA 94111
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number, Including Area Code: (415) 676-3700


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

On April 23, 2001, 40,755,011 shares of the Registrant's Common Stock, $.001 par
value, were outstanding.



                                                                          Page 1
<PAGE>   2

                               MYPOINTS.COM, INC.

                                    FORM 10-Q

                          Quarter ended March 31, 2001

                                      INDEX

                                                                            Page
----

Part I: Financial Information

     Item 1: Financial Statements (Unaudited)

     Consolidated Balance Sheets at March 31, 2001 and December 31, 2000

     Consolidated Statements of Operations for the three months ended March 31,
     2001 and March 31, 2000

     Consolidated Statements of Cash Flows for the three months ended March 31,
     2001 and March 31, 2000

     Notes to Unaudited Consolidated Financial Statements

     Item 2: Management's Discussion and Analysis of Financial Condition and
     Results of Operations

     Item 3: Quantitative and Qualitative Disclosures about Market Risk

Part II: Other Information

     Item 1: Legal proceedings

     Item 2: Changes in Securities and Use of Proceeds

     Item 6: Exhibits and Reports on Form 8-K

     Item 7: Signature



                                                                          Page 2
<PAGE>   3

                               MYPOINTS.COM, INC.

                           CONSOLIDATED BALANCE SHEETS
                (IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                        March 31,      December 31,
                                                           2001            2000
                                                        ---------      ------------
                                                       (Unaudited)
<S>                                                     <C>            <C>
ASSETS
Current assets:
Cash and cash equivalents                               $  63,301       $  89,137
Short-term investments                                     34,860          15,962
Accounts receivable, net                                   11,943          14,793
Unbilled receivables, net                                     983           1,604
Prepaid expenses and other current assets                   2,459           3,706
                                                        ---------       ---------
Total current assets                                      113,546         125,202
Restricted cash                                             2,559           2,601
Long-term investments                                       2,327           2,425
Investment in and amounts due from Magnacash                1,100           1,326
Property and equipment, net                                14,181          14,831
Other assets                                                1,214           1,735
Intangible assets                                          21,768          23,477
                                                        ---------       ---------
Total assets                                            $ 156,695       $ 171,597
                                                        =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities                $  17,438       $  19,438
Current portion of long-term obligations                      579             608
Deferred revenue                                            4,933           4,236
Members payable                                            18,742          18,534
                                                        ---------       ---------
Total current liabilities                                  41,692          42,816
Long-term obligations                                         600             782
                                                        ---------       ---------
                                                           42,292          43,598
                                                        ---------       ---------
Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000                  --              --
shares authorized; none issued and outstanding at
March 31, 2001 and December 31, 2000, respectively
Common stock, $0.001 par value, 100,000,000 shares             41              41
authorized; 40,741,667 and 40,522,611 shares
issued and outstanding at March 31, 2001 and
December 31, 2000, respectively
Additional paid-in capital                                402,732         403,106
Deferred stock-based compensation                          (1,474)         (2,699)
Accumulated deficit                                      (286,601)       (272,154)
Less: cost of shares of common stock in treasury             (295)           (295)
(216,000 shares)
                                                        ---------       ---------
Total stockholders' equity                                114,403         127,999
                                                        ---------       ---------
</TABLE>



                                                                          Page 3
<PAGE>   4

<TABLE>
<S>                                                     <C>           <C>
                                                        ---------       ---------
Total liabilities and stockholders' equity              $ 156,695       $ 171,597
                                                        =========       =========
</TABLE>


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



                                                                          Page 4
<PAGE>   5

                               MYPOINTS.COM, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                   MARCH 31,
                                            -----------------------
                                              2001            2000
                                            --------       --------
                                                   (UNAUDITED)
<S>                                         <C>            <C>
Revenues                                    $ 10,027       $ 15,822
Cost of revenues                               3,438          4,113
                                            --------       --------
   Gross profit                                6,589         11,709
                                            --------       --------
Operating expenses:
   Technology costs                            7,716          5,276
   Sales and marketing expenses                6,621         11,393
   General and administrative expenses         5,041          4,400
   Amortization of intangible assets           1,709          1,177
   Stock-based compensation                      806          1,100
                                            --------       --------
     Total operating expenses                 21,893         23,346
                                            --------       --------
Operating loss                               (15,304)       (11,637)
Interest income                                1,459            816
Equity interest in investments                  (539)            --
Interest expense and other, net                  (63)           (53)
                                            --------       --------
       Net loss                             $(14,447)      $(10,874)
                                            ========       ========
Net loss per share:
   Basic and diluted                        $  (0.36)      $  (0.40)
                                            ========       ========
   Weighted average shares --
      basic and diluted                       40,490         26,872
                                            ========       ========
</TABLE>


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



                                                                          Page 5
<PAGE>   6

                               MYPOINTS.COM, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED MARCH 31,
                                                                      ----------------------------
                                                                         2001              2000
                                                                      ---------       ------------
<S>                                                                   <C>             <C>
Cash flows from operating activities:
   Net loss                                                           $ (14,447)      $ (10,874)
   Adjustments to reconcile net loss
     to net cash used in operating activities:
     Depreciation and amortization                                        3,428           2,570
     Loss on disposal of fixed assets                                        71              --
     Equity interest in investments including
       intercompany eliminations                                            710              --
      Provision for bad debts                                               530             805
      Stock - based compensation                                            806           1,100
     Changes in operating assets and liabilities:
        Accounts receivable and unbilled receivables                      2,941          (3,967)
        Prepaid expenses and other current assets                         1,247            (374)
        Notes and interest receivable                                        --            (170)
        Other assets                                                        521              --
        Accounts payable, accrued and other liabilities                  (2,386)           (625)
        Deferred revenue                                                    697            (237)
        Members payable                                                     208           1,818
                                                                      ---------       ---------
Net cash used in operating activities                                    (5,674)         (9,954)
                                                                      ---------       ---------
Cash flows from investing activities:
    Purchase of property and equipment                                   (1,140)         (2,013)
    Acquisition of ADG, net of cash acquired                                 --            (175)
    Purchases of short-term investments                                 (34,668)             --
    Proceeds from short-term investments                                 15,770              --
    Receipt /(payment) of restricted cash                                    42            (300)
                                                                      ---------       ---------
            Net cash provided by investing activities                   (19,996)         (2,488)
                                                                      ---------       ---------
</TABLE>



                                                                          Page 6
<PAGE>   7

<TABLE>
<S>                                                                   <C>             <C>
Cash flows from financing activities:
    Proceeds from issuance of common stock, net                              --         106,153
    Repayments of borrowings                                               (211)           (116)
    Proceeds from exercise of stock options                                  45           1,005
                                                                      ---------       ---------
            Net cash provided by (used in) financing activities            (166)        107,042
                                                                      ---------       ---------
            Net increase (decrease) in cash and cash equivalents        (25,836)         94,600
Cash and cash equivalents, beginning of period                           89,137          21,792
                                                                      ---------       ---------
Cash and cash equivalents, end of period                              $  63,301       $ 116,392
                                                                      =========       =========
Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                           $      63       $      53
                                                                      =========       =========
</TABLE>


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



                                                                          Page 7
<PAGE>   8

                               MYPOINTS.COM, INC.
                                 (unaudited)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the
accounts of MyPoints.com, Inc. and its wholly owned subsidiaries ("the
Company"), and, in the opinion of management, reflect all adjustments(consisting
only of normal recurring adjustments) necessary to fairly state the Company's
consolidated financial position, results of operations, and cash flows as of and
for the dates and periods presented. The consolidated balance sheet as of
December 31, 2000 has been prepared from the audited consolidated financial
statements of the Company.

These unaudited consolidated financial statements should be read in conjunction
with the Company's audited consolidated financial statements included in its
Form 10-K filed with the Securities and Exchange Commission on April 2, 2001.
The results of operations for the three month period ended March 31, 2001 are
not necessarily indicative of results for the entire fiscal year ending December
31, 2001.

2. REVENUE RECOGNITION

The Company earns revenues from corporate advertisers by charging fees for
sending email to its members. Under the terms of advertising contracts, the
Company earns revenues primarily based on three components: (1) transmission of
email advertisements to enrolled members, (2) receipt of qualified responses to
email sent and (3) actual purchases of goods by members over the internet. It is
the Company's policy to recognize revenues when email is transmitted to members,
when responses are received and when the Company is notified of purchases. Each
of these activities are discrete, independent activities, which generally are
specified in the advertising sales agreement entered into with the customer. As
the earning activities take place, activity measurement data (e.g., number of
emails sent, and number of responses received) is accumulated and the related
revenues are recorded.

The Company also sells points to private label partners and to advertisers for
use in such partner's or advertiser's promotional campaigns. The Company is
responsible for redeeming a member's points upon the balance reaching required
thresholds and request by the member recipients of points. Revenues and
estimated point costs under these contracts are deferred until the time points
are redeemed and an award is provided by the Company or the points expire prior
to redemption.

The Company also provides hosting services to its international partners,
MyPoints Europe and MyPoints Japan. The hosting agreements provide for operation
of the international programs by the Company, on the Company's servers located
in the United States. During the three months ended March 31, 2001, the Company
recognized revenues of $0.7 million related to these agreements.



                                                                          Page 8
<PAGE>   9

MyPoints Offline Services, Inc., formerly known as Alliance Development Group,
Inc., ("ADG"), a wholly owned subsidiary of the Company specializes in
rewards-based credit card loyalty programs. ADG typically provides assistance
with program development and implementation, marketing consultation and travel
rewards. ADG recognizes revenues when purchases are made with credit cards that
ADG has assisted to develop and implement.


3. RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards for derivative instruments
and for hedging activities and requires recognition of all derivatives as assets
or liabilities and measurement of those instruments at fair value. 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
deferred the required date of adoption of SFAS No. 133 for one year, to fiscal
years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities --
An Amendment of FASB Statement No. 133," which amended the accounting and
reporting standards for certain derivative instruments and hedging activities.
The adoption of SFAS No. 133 did not have a material effect on the Company's
financial position or results of operations.


4. MEMBERS PAYABLE LIABILITY

The Company's members payable liability balance consists of cash amounts due to
members of the Cybergold database and points redemption liability payable to the
members of the MyPoints database. The members payable liability represents the
estimated costs associated with the Company's obligation to redeem outstanding
member balances, less an allowance for awards expected to expire prior to
redemption, which may be converted by enrolled members into various third party
gift certificates, frequent travel programs, coupons, other rewards or for cash
in regards to the Cybergold database members. Awards are provided to members
when they respond to direct marketing offers delivered by the Company, or
purchase goods from advertisers. The Company is liable for providing the rewards
to members, if and when such members seek to redeem accumulated awards upon
reaching required redemption thresholds.

The liability for the Company's point balance member accounts is estimated based
upon the weighted average cost of awards that may be redeemed in the future. The
liability is based upon redemption cost trends and management estimates of
future redemption costs. Under the Company's current points program, unredeemed
points held by inactive members are valid through December 31st of the second
calendar year following the date they are awarded to a member and may be
redeemed at any time prior to expiration. The Company bases its estimate of
points that will not be redeemed on an analysis of historical point earning
trends, redemption activity and individual member accounts. This



                                                                          Page 9
<PAGE>   10

analysis is updated quarterly. At March 31, 2001 and December 31, 2000, the
allowance for unredeemed points, net of points expired or deleted from inactive
members accounts, was $5.6 million and $5.7 million, respectively. As of March
31, 2001, the gross points redemption liability was $20.3 million.

The liability for the Company's cash balance members accounts is recorded at its
outstanding cash balance which has been reduced by fees charged to members who
are inactive. As of March 31, 2001, the cash balance member liability amounted
to $4.0 million.


Following is a summary of the members payable liability activity for the three
months ended March 31, 2001 and 2000 (in thousands):

<TABLE>
<CAPTION>
                                                        THREE MONTHS
                                                           ENDED
                                                         MARCH 31,
                                                    2001           2000
                                                  --------       --------
(UNAUDITED)
<S>                                               <C>            <C>
Outstanding at beginning of period ............   $ 18,534       $  9,640
Accrual for new award redemption liability ....      4,440          3,876
Allowance for unredeemed awards ...............     (1,675)          (266)
Awards redemption .............................     (2,557)        (1,792)
                                                  --------       --------
Outstanding at end of period ..................   $ 18,742       $ 11,458
                                                  ========       ========
</TABLE>

5. NET LOSS PER SHARE

The Company computes net loss per share in accordance with SFAS No. 128,
"Earnings per Share," and SEC Staff Accounting Bulletin ("SAB") No. 98. Under
the provisions of SFAS No. 128 and SAB No. 98, basic net income per share is
computed by dividing the net income available to common stockholders for the
period by the weighted average number of vested common shares outstanding during
the period. Diluted net income per share is computed by dividing the net income
for the period by the weighted average number of vested common and common
equivalent shares outstanding during the period. However, as the Company has
generated net losses in all periods presented, common equivalent shares,
composed of incremental common shares issuable upon the exercise of stock
options and warrants are not included in diluted net loss per share because such
shares are anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per
share for the periods indicated (in thousands, except per share amounts):



                                                                         Page 10
<PAGE>   11

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED
                                              MARCH 31,
                                         2001           2000
                                       --------       --------
                                           (UNAUDITED)
<S>                                    <C>            <C>
Numerator:
Net loss ........................      $(14,447)      $(10,874)
                                       ========       ========
Denominator:
Weighted average shares .........        40,490         27,177
Weighted average unvested
common shares subject to
repurchase agreements ...........            --           (305)
                                       --------       --------
Denominator for basic and diluted
calculation .....................        40,490         26,872
                                       ========       ========
Net loss per share:
Basic and diluted ...............      $  (0.36)      $  (0.40)
                                       ========       ========
</TABLE>

6. REPRICING OF STOCK OPTIONS

In January 2001, the Company announced a voluntary option repricing
program for its employees. Under the program, the Company's employees were given
the opportunity, if they so chose, to modify outstanding stock options
previously granted to them which had an exercise price of at least $3 per share.
As modified, the exercise price would be equal to the fair market value of the
Company's common stock on the effective date of the program, January 3, 2001,
which was $1.00. In addition, the number of shares subject to options would be
reduced by 1/2 of the number of shares which previously had an exercise price of
at least $20 per share. The modified options could not be exercised for six
months unless the employee dies, becomes disabled or is terminated by the
Company (other than for cause). The Company expects the accounting for these new
options to comply with FASB Interpretation No. 44 "Accounting for Certain
Transactions Involving Stock Compensation" and therefore expects compensation
charges based upon variable plan accounting. During the first quarter of 2001,
the Company recorded no compensation expense related to these repriced options
as the fair market value of the Company's common stock at March 31, 2001 was
below the exercise price of the repriced options.



                                                                         Page 11
<PAGE>   12



                                                                         Page 12
<PAGE>   13

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

     The following Management's Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements based upon current
expectations that involve risks and uncertainties. When used in this Form 10-Q,
the words "intend," "anticipate," "believe," "estimate," "plan" and "expect" and
similar expressions are included to identify forward-looking statements. Our
actual results and the timing of certain events could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including those set forth under "Risk Factors" and elsewhere in this
Form 10-Q.

OVERVIEW

     MyPoints.com, Inc. was founded as Intellipost Corporation in November 1996.
In May 1997, we launched our email direct marketing and rewards program. In
November and December 1998, through our acquisition of Enhanced Response
Technologies, Inc. ("ERT") and a company affiliated with Experian, we acquired
internet and electronic commerce related assets and technologies through a
series of related transactions. Through these transactions, we acquired a
technology license for the operation of a web-based rewards program. In early
March 1999, we changed our corporate name to MyPoints.com, Inc. in order to
unify our corporate and brand identities. During March and April 1999, we
integrated our email and web-based direct marketing and rewards programs under
the MyPoints brand. In August 1999, we completed our initial public offering and
in February 2000 we completed an additional public offering of shares of our
common stock. In January 2000, we acquired all the outstanding shares of
MyPoints Offline Services, Inc., formerly known as Alliance Development Group,
Inc., ("ADG"), a company that operates offline customer rewards programs. In
August, 2000, we acquired all the outstanding shares of Cybergold,
Inc.("Cybergold"), a provider of online direct marketing and advertising
solutions.

     We generate a substantial portion of our revenues by delivering email and
web-based direct marketing offers for our advertising customers. In exchange for
these services, we receive fees from our advertisers based on any or all of the
following:

     -  the number of offers delivered to members;

     -  the number of qualified responses generated; and

     -  the number of qualified purchases made.



                                                                         Page 13
<PAGE>   14

     For direct marketing services, we recognize revenues when an offer is
delivered, when a qualified response is received or when a product or service is
purchased, depending upon the pricing arrangement used. Pricing of our direct
marketing services is not based on the issuance of incentives to our members.
Direct marketing services represent our largest business activity and the
majority of our revenues.

     As an ancillary activity, we sell points to private label partners and to
advertisers for use in their promotional campaigns. We initially defer revenue
and estimated point costs associated with the sale of points and recognize this
revenue upon the expiration or redemption of the underlying points.

     Our revenues depend on a number of factors. These include the number of
advertisers engaging us to send direct marketing offers to our membership base,
the size of our membership base or targeted subset of our membership base
demanded by our advertisers, and the responsiveness of our members to these
direct marketing offers. We believe that our revenues will be subject to
seasonal fluctuations as a result of general patterns of retail advertising,
which are typically higher during the fourth calendar quarter. In addition,
expenditures by advertisers tend to be cyclical, reflecting overall economic
conditions and consumer buying patterns.

     During the third and fourth quarters of 2000 and the first quarter of 2001,
the Company's revenues declined from the first and second quarters of 2000. This
decline was primarily attributable to weak demand for internet marketing
services and lower pricing for the Company's products.

     In the past, we have implemented our strategies by spending substantial
amounts on member acquisition and retention, new product offerings, sales and
marketing strategic relationships, brand development and technology and
operating infrastructure development. The Company is currently assessing its
cost structure in light of its prior losses, a slowdown in the economy, and
other factors. It is unclear when profitability will be achieved, if ever. Even
if we were to achieve profitability in any period, we might fail to sustain or
increase that profitability on a quarterly or annual basis.


RESULTS OF OPERATIONS -THREE MONTHS ENDED MARCH 31, 2001
VERSUS THREE MONTHS ENDED MARCH 31, 2000

Revenues

     Revenues decreased to $10.0 million in the three months ended March 31,
2001 as compared to $15.8 million in the three months ended March 31, 2000. The
decrease in revenues in the three months ended March 31, 2001 as compared to the
prior year comparable period was primarily attributable to the following: (i)
weak demand for internet marketing services which has resulted in a decrease in
the number of direct marketing offers sent to our members and a decrease in our



                                                                         Page 14
<PAGE>   15

active advertising customer base, and (ii) lower pricing for the Company's
products.

Cost of Revenues

     Cost of revenues primarily represents the costs of incentives awarded to
our members for responding to advertisements and related purchasing activities
associated with our direct marketing offers as well as personnel costs
associated with creating, delivering and monitoring email campaigns. Cost of
revenues decreased to $3.4 million in the three months ended March 31, 2001 from
$4.1 million in the three months ended March 31, 2000.

     As a percentage of revenues, these costs increased to 34% in the three
months ended March 31, 2001 from 26% in the three months ended March 31, 2000.
The increase in the cost of revenues as a percentage of revenues in the three
months ended March 31, 2001 as compared to the prior year comparable period was
primarily attributable to (i) lower pricing for the Company's products and (ii)
higher sales of the Company's lower margin products. The effect of (i) and (ii)
was partially offset by an increase in the allowance for unredeemed points
("breakage") on the Company's members payable balance.

Technology Costs

     Technology costs primarily consist of compensation for personnel associated
with the development of our technology and the maintenance of our proprietary
databases, hosting and storage costs, and depreciation. Technology costs
increased to $7.7 million in the three months ended March 31, 2001 from $5.3
million in the three months ended March 31, 2000. The increase in technology
costs in the three months ended March 31, 2001 as compared to the prior year
comparable period was primarily due to increases in personnel costs and related
expenses used to enhance and support our proprietary databases and products,
increases in depreciation, and increases in hosting and storage expenses.

Sales and Marketing Expenses

     Sales and marketing expenses consist primarily of payroll, sales
commissions and related expenses for personnel engaged in sales, marketing and
customer support, as well as advertising and promotional expenditures including
member acquisition costs. Member acquisition costs consist primarily of online
advertising, promotional costs and payments to partners, which may be in the
form of cash or points, to attract members to our email and web-based programs.
Sales and marketing expenses decreased to $6.6 million in the three months ended
March 31, 2001 from $11.4 million in the three months ended March 31, 2000. The
decrease in sales and marketing expenses in the three months ended March 31,
2001 as compared to the prior year comparable period was primarily attributable
to decreases in sales commissions and member acquisition costs. The decrease in
sales commissions was primarily related to a decrease in revenues and a decrease
in the Company's commission rates paid to its sales staff. The decrease in
member acquisition costs was primarily due to declining unit costs for new
member acquisition due to general trends in on-line advertising and



                                                                         Page 15
<PAGE>   16

new, lower cost membership marketing programs implemented by the Company.

General and Administrative Expenses

     General and administrative expenses consist primarily of payroll and
related costs for general corporate functions, including finance, accounting,
business development, human resources, investor relations, facilities and
administration, as well as legal fees, insurance, bad debt and fees for
professional services. General and administrative expenses increased to $5.0
million in the three months ended March 31, 2001 from $4.4 million in the three
months ended March 31, 2000. The increase in general and administrative expenses
in the three months ended March 31, 2001 as compared to the prior year
comparable period was primarily due to costs associated with the relocation of
the Company's new chief executive officer and increases in office space rent.
The Company believes it has excess office space and is evaluating this
under-utilization of office space and intends to enter into sub-leases or work
out arrangements with landlords to cancel the leases for this excess office
space resulting in lower office space rent costs in the future. However, the
Company can provide no assurances that it will be able to sub-lease or cancel
the leases for this excess office space. The increase in general and
administrative expenses was partially offset by a decrease in bad debt expense.

Amortization of Intangible Assets

     The Company acquired various intangible assets as part of the acquisition
of ERT and a company affiliated with Experian in the fourth quarter of 1998, the
acquisition of ADG in the first quarter of 2000 and the acquisition of Cybergold
in the third quarter of 2000. The Company recorded intangible assets of $11.2
million on the acquisition of ERT and a company affiliated with Experian. These
intangible assets are being amortized over their estimated useful lives of six
months to five years. The Company recorded intangible assets of $14.8 million on
the acquisition of ADG in the first quarter of 2000. These intangible assets are
being amortized over their estimated useful lives of thirty-six to ninety
months. The Company recorded intangible assets of $166 million on the
acquisition of Cybergold in the third quarter of 2000. During the fourth quarter
of 2000, the Company incurred a write-down of $138.6 million related to these
intangible assets. The remaining intangible assets related to the Cybergold
acquisition are being amortized over their estimated useful lives of thirty-six
months.

     We recorded amortization of intangible assets of $1.7 million in the three
months ended March 31, 2001 as compared to $1.2 million in the three months
ended March 31, 2000. The increase in the amortization of intangible assets in
the three months ended March 31, 2001 as compared to the prior year comparable
period was due to the acquisitions of ADG and Cybergold in 2000.

     The Company is currently evaluating the Cybergold business unit as a stand
alone product line and may discontinue its operations or merge all or part of
its membership list into the Mypoints program. As a result, the Company could
incur additional write-downs of long-lived assets related to Cybergold including
intangible assets and property



                                                                         Page 16
<PAGE>   17

and equipment. Additionally, in October 2000, the Company sold 81.5% of the
issued and outstanding shares of Magnacash to an investment group. As part of
this transaction, the Company loaned Magnacash $1.1 million for the funding of
its operations. The loan bears interest at an annual rate of prime plus two
percent and is collateralized by a senior secured convertible promissory note
and Security Agreement covering all of the assets of Magnacash. Magnacash
currently receives a substantial portion of its revenues from the Company for
hosting the Cybergold platform. If the Company were to discontinue its
operations of Cybergold, the ability of Magnacash to remain as a going concern
could be jeopardized. As a result, the $1.1 million due from Magnacash could
become uncollectible.

Stock-Based Compensation

     Stock-based compensation decreased to $0.8 million in the three months
ended March 31, 2001 as compared to $1.1 million in the three months ended March
31, 2000. The decrease in stock-based compensation expense in the three months
ended March 31, 2001 as compared to the prior year comparable period is
primarily related to the cancellation of stock options due to a reduction in
employee headcount.

Interest Income

     Interest income increased to $1.5 million in the three months ended March
31, 2001 from $0.8 million in the three months ended March 31, 2000. This
increase is primarily due to interest earned on higher average cash and
investment balances resulting from proceeds received from our follow-on offering
which was completed in February 2000, and cash and investment balances held by
Cybergold upon acquisition in August 2000.

Income Taxes

     We recorded a net loss of $14.4 million in the three months ended March 31,
2001 and a net loss of $213.7 million in the year ended December 31, 2000.
Accordingly, no provision for income taxes was recorded in the period and no tax
benefit has been recognized due to the uncertainty of realizing a future tax
deduction for these losses.

LIQUIDITY AND CAPITAL RESOURCES

     Since incorporation, we have financed our operations primarily from the
sale of equity securities to venture capital firms and other individual,
institutional and strategic investors as well as our initial public offering in
August 1999 and our follow-on public offering in February 2000. We have also
borrowed funds under long-term capital lease and equipment financing facilities.

     The outstanding members payable liability balance at March 31, 2001
amounted to $18.7 million. This liability is made up of cash balances owed to
Cybergold members amounting to $4.0 million and point balances owed to Mypoints
members. The total number of outstanding



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<PAGE>   18

points issued to members in the MyPoints database for which we have a recognized
liability as of March 31, 2001 was approximately 2.3 billion points with a
redemption liability of $14.7 million. This liability was calculated based on
certain assumptions, including the assumption that 67% of the outstanding points
would be redeemed in the future. We use historical redemption activity and
individual member account activity to determine our estimated redemption
liability. The factors that were considered in our estimated point redemption
liability include points held by terminated and inactive members, as well as
those members we believe will not respond to our direct marketing offers with
sufficient frequency to accumulate points to meet our minimum redemption levels.
This information is updated on a quarterly basis. The total number of points
redeemed by members was 988 million in the year ended December 31, 2000 and 270
million in the three months ended March 31, 2001. Our current policy is that
unredeemed points held by inactive members will expire no later than December 31
of the second calendar year following the calendar year in which such points are
first deemed earned. Although we do not anticipate making changes to our current
policy we reserve the right to alter point expiration terms at anytime. Members
may redeem points at their discretion at any time prior to the expiration of the
points. We fund redemptions through our working capital resources. Because we
cannot control the timing of members' decisions to redeem, should the rate of
redemption exceed our estimates, it could be necessary for us to obtain
additional working capital and our results of operations could be materially and
adversely affected.

     Net cash used in operating activities was $5.7 million in the three months
ended March 31, 2001. This cash used in operating activities primarily resulted
from the net loss and a reduction in accounts payable and accrued liabilities
partially offset by an decrease in accounts receivable and prepaid expenses. Net
cash used in investing activities was $20.0 million in the three months ended
March 31, 2001 which was primarily used to purchase short-term investments. Net
cash used in financing activities was $0.2 million in the three months ended
March 31, 2001.

     At March 31, 2001 we had unrestricted cash, cash equivalents and liquid
short-term investments of $98.2 million.

     We currently anticipate that our available cash resources will be
sufficient to meet our anticipated working capital and capital expenditure
requirements for at least the next 12 months. Thereafter, we may need to raise
additional funds to fund more rapid expansion, to develop new or enhance
existing services or products, to respond to competitive pressures or to acquire
complementary products, businesses or technologies. If adequate funds are not
available on acceptable terms, our business, results of operations and financial
condition could be materially and adversely affected.

FACTORS AFFECTING OPERATING RESULTS

All statements in this Form 10-Q that do not discuss past results are
forward-looking statements. Forward-looking statements are based on management's
current expectations and are therefore subject to certain



                                                                         Page 18
<PAGE>   19

risks and uncertainties. Any of the following risks could seriously harm our
business, financial condition or results of operations. As a result, these risks
could cause the decline of the trading price of our common stock. The risks
described below, however, are not the only ones that we face. You should also
refer to the other information set forth in this Form 10-Q, including our
financial statements and the related notes.

                       RISKS ASSOCIATED WITH OUR BUSINESS

WE HAVE ONLY A LIMITED OPERATING HISTORY THAT INVESTORS MAY USE TO ASSESS OUR
FUTURE PROSPECTS

     We have only a limited operating history upon which you can evaluate our
business. We commenced operations in November 1996 and did not begin to generate
revenues until July 1997. We have not and may never generate sufficient revenues
to achieve profitability. We have limited experience addressing challenges
frequently encountered by early-stage companies in the electronic commerce and
direct marketing industries. We may not be successful in addressing these risks,
and our business strategy may not be successful. In addition, we have never
operated during a general economic downturn in the United States, which
typically adversely affects advertising and marketing expenditures and retail
sales. Accordingly, our limited operating history does not provide investors
with a meaningful basis for evaluating an investment in our common stock.

WE HAVE A HISTORY OF LOSSES AND EXPECT LOSSES TO CONTINUE AT LEAST THROUGH 2001

     Our accumulated deficit as of March 31, 2001 was $286.6 million. We have
never operated profitably and, given our planned level of operating expenses, we
expect to continue to incur losses at least through 2001. Our losses may
increase in the future, and even if we achieve our revenue targets, we may not
be able to sustain or increase profitability on a quarterly or annual basis. If
our revenues grow more slowly than we anticipate, or if our operating expenses
exceed our expectations and cannot be adjusted accordingly, our losses could
continue beyond our present expectations.

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS, WHICH COULD AFFECT
OUR STOCK PRICE

     Our revenue and operating results may vary significantly from quarter to
quarter due to a number of factors, some of which are outside of our control. As
a result, our operating results may be below the expectations of public market
analysts and investors. In this event, the price of our common stock may fall.
The factors most likely to produce varied results include:

     -  the advertising budget cycles of individual advertisers;

     -  the number of reward points redeemed by our members and the costs
        associated with these redemptions;

     -  changes in the mix of our business;

     -  changes in marketing and advertising costs that we incur to attract and
        retain members;

     -  changes in our pricing policies, the pricing policies of our competitors
        or the pricing policies for internet advertising generally; and

     -  unexpected costs and delays.

     Due to these factors, revenues and operating results are difficult to
forecast and you should not rely on period to period comparisons of results of
operations as an indication of our future performance.



                                                                         Page 19
<PAGE>   20

OUR OPERATING RESULTS ARE SUBJECT TO SEASONAL FLUCTUATIONS THAT COULD IMPACT OUR
GROWTH AND AFFECT OUR STOCK PRICE

We believe that our revenues will be subject to seasonal fluctuations as a
result of general patterns of retail advertising, which are typically lower
during the first and third quarter of the year and highest in the fourth
quarter. In addition, expenditures by advertisers tend to be cyclical,
reflecting general economic conditions and consumer buying patterns. The extent
of these seasonal fluctuations in any period may be difficult to predict and, if
the fluctuations are greater than our expectations, our growth rate would
decline. In this event, the price of our common stock may fall.

WE MAY HAVE DIFFICULTIES INTEGRATING RECENT AND FUTURE ACQUISITIONS AND ANY
FAILURE TO SUCCESSFULLY INTEGRATE ACQUIRED COMPANIES WOULD REDUCE OUR ABILITY TO
REALIZE THE ANTICIPATED VALUE OF THE ACQUISITION

    In the first quarter of 2000, we acquired Alliance Development Group, Inc.
which we renamed MyPoints Offline Services, Inc.("ADG"). We closed the
acquisition of Cybergold in the third quarter of 2000. We intend to pursue other
acquisitions in the future. Based on our experiences with our first acquisition
in 1998, we expect to face numerous risks and uncertainties generally associated
with acquisitions, including:

     -  potentially adverse effects on our reported results of operations from
        acquisition-related charges and amortization of goodwill and purchased
        technology;

     -  our ability to maintain customers or the reputation of the acquired
        businesses;

     -  potential dilution to current stockholders from the issuance of
        additional equity securities;

     -  difficulties integrating operations, personnel, technologies, products
        and information systems of the acquired businesses;

     -  diversion of management's attention from other business concerns; and

     -  potential loss of key employees of acquired businesses.

    In January 2000, we acquired ADG, a company that operates offline customer
rewards programs. In connection with this acquisition, we intend to integrate
our technology with ADG's offline programs to help make them more efficient.
Even though we are a marketing company, we might find it difficult to integrate
offline and online marketing. If we are unable to integrate the two businesses,
we may be unable to realize the anticipated benefits of this Acquisition.

    In August 2000, we closed the acquisition of Cybergold, Inc. As part of that
transaction, we acquired MagnaCash, a subsidiary 100% owned by Cybergold. In
October 2000, we sold 81.5% of MagnaCash to an investment group. Magnacash will
perform certain services to MyPoints.com with regard to the Cybergold business.
If Magnacash becomes illiquid we may be required to find an alternate source for
the services to be provided. We expect to face numerous risks and uncertainties
generally associated with the acquisition of Cybergold, discussed below.

MYPOINTS.COM AND CYBERGOLD MAY NOT ACHIEVE THE BENEFITS THEY EXPECT FROM THE
MERGER, WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON THE COMBINED COMPANY'S
BUSINESS, FINANCIAL CONDITION AND OPERATING RESULTS AND/OR COULD RESULT IN LOSS
OF KEY PERSONNEL.

       We still need to overcome significant issues in order to realize any
benefits from the merger, including the timely, efficient and successful
execution of a number of post-merger events. Key events include:

     -  Retaining the existing customers and strategic partners of each company



                                                                         Page 20
<PAGE>   21

     -  Developing new services that utilize the assets of both companies; and

     - Maintaining uniform standards, controls, procedures and policies.

      The successful execution of these post-merger events will involve
considerable risk and may not be successful. These risks include:

     -  The potential disruption of the combined company's ongoing business and
        distraction of its management;

     -  The difficulty of incorporating acquired technology and rights into the
        combined company's products and services;

     -  Unanticipated expenses related to technology integration;

     -  The impairment of relationships with employees and customers as a result
        of any integration of new management personnel; and

     - Potential unknown liabilities associated with the acquired business.

WE HAVE GROWN RAPIDLY, AND THE FAILURE TO ADAPT OUR RESOURCES TO A FAST
CHANGING ENVIRONMENT COULD STRAIN OUR MANAGEMENT SYSTEMS AND RESOURCES

      As we consolidate our operations, we may not have an effective planning
and management process in place to implement our business plan successfully. We
have grown from 24 employees on January 1, 1998 to 265 employees on March 31,
2001. In October 2000, we initiated a workforce reduction of 120 employees. The
staff reductions were primarily in technology, production and administrative
related positions. The workforce reduction could strain the development of our
management systems. We anticipate the needs to continue to improve our financial
and managerial controls and our reporting systems. In addition, we will need to
train and manage our work force.

OUR SUCCESS DEPENDS ON OUR ABILITY TO MAINTAIN AND EXPAND AN ACTIVE MEMBERSHIP
BASE

     Our success largely depends on our ability to maintain and expand an active
membership base. Our revenues are primarily driven by fees paid by advertisers
and direct marketers based on specific actions taken by our members. If we are
unable to induce existing and new members to actively participate in our
programs, our business, results of operations and financial condition will be
harmed. We generate a significant portion of our revenues based on the activity
of a small percentage of our members, and we cannot assure you that the
percentage of active members will increase. In addition, some of our members
have requested to limit the number of emails they receive from us. Although our
membership has grown in prior periods, we cannot be sure that our membership
growth will continue at current rates or increase in the future.

WE FACE INTENSE COMPETITION, AND THE FAILURE TO COMPETE EFFECTIVELY COULD
ADVERSELY AFFECT OUR MARKET SHARE AND RESULTS OF OPERATIONS

     We face intense competition from both traditional and online advertising
and direct marketing businesses. We expect competition to increase due to the
lack of significant barriers to entry for online business generally. As we
expand the scope of our product and service offerings, we may compete with a
greater number of media companies across a wide range of advertising and direct
marketing services. Our ability to generate significant revenue from advertisers
and loyalty partners will depend on our ability to differentiate ourselves
through the technology and services we provide and to obtain adequate
participation from consumers in our online direct marketing and rewards
programs. Rewards providers are also a critical element of our business.

     The attractiveness of our program to current and potential members and
loyalty partners depends in large part on the attractiveness of the rewards and
point redemption opportunities that we offer. Currently, several companies offer
competitive online products or services, including Netcentives. We also expect



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to face competition from established online portals and community web sites that
engage in direct marketing and loyalty point programs, as well as from
traditional advertising agencies and direct marketing companies that may seek to
offer online products or services.

     Many of our current competitors and potential new competitors have longer
operating histories, greater name recognition, larger customer bases and greater
financial, technical and marketing resources than we do. These advantages may
allow them to respond more quickly to new or emerging technologies and changes
in customer requirements. It may also allow them to engage in more extensive
research and development, undertake more far-reaching marketing campaigns, adopt
more aggressive pricing policies, and make more attractive offers to potential
employees, strategic partners and advertisers. 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 products or services to address the needs of our prospective advertisers
and advertising agency customers. As a result, it is possible that new
competitors may emerge and rapidly acquire significant market share. We may not
be able to compete effectively, and competitive pressures may result in price
reductions, reduced gross margins and loss of our market share.

THE FAILURE TO ESTABLISH THE MYPOINTS(R)BRAND WOULD IMPAIR OUR COMPETITIVE
POSITION

    We are highly dependent on establishing and maintaining our brand. Any event
or circumstance that negatively impacts our brand could have a direct and
material adverse effect on our business, results of operations and financial
condition. As competitive pressures in the online direct marketing industry
increase, we believe that brand strength will become increasingly important. The
reputation of the MyPoints brand will depend on our ability to provide a
high-quality member experience. We cannot assure you that we will be successful
in delivering this experience. If members are not satisfied with the quality of
their experience with the MyPoints program, their negative experiences might
result in publicity that could damage our reputation. If we expend additional
resources to build the MyPoints brand and do not generate a corresponding
increase in revenues as a result of our branding efforts, or if we otherwise
fail to promote our brand successfully, our competitive position would suffer.

NEW FINANCIAL ACCOUNTING STANDARDS COULD REQUIRE US TO CHANGE OUR REVENUE
RECOGNITION POLICIES, WHICH COULD SIGNIFICANTLY REDUCE OUR REVENUE OR ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS

    At its September 2000 meeting, the Financial Accounting Standards Board
Emerging Issues Task Force, the EITF, began discussing Issue No. 00-22,
"Accounting for 'Points' and Certain Other Time- or Volume-Based Sales Incentive
Offers, and Offers for Free Products or Services to be Delivered in the Future."
EITF Issue No. 00-22 addresses the accounting for revenues and expenses relating
to point and other loyalty programs. The EITF has not yet reached a consensus on
this issue and plans on discussing it at future meetings. Among alternatives
under consideration by the EITF is one that would, if adopted, result in a
significant delay in the timing of when we recognize revenue from the
transmission of email advertisements to enrolled members and receipt of
qualified responses to this email. Our current policy is to recognize revenue
when email is transmitted to members and responses are received. The alternative
under consideration by the EITF would result in this revenue being deferred
until points issued in connection with such emails are redeemed for rewards by
our members. We believe that our current revenue recognition policy related to
the transmission of email advertisements to enrolled members and receipt of
qualified responses to such email is in accordance with generally accepted
accounting principles and is based on views published by and consultations with
the Securities and Exchange Commission, as our advertising contracts with our
business partners speak to performing advertising services and do not require
the issuance of points.

        We are unable to quantify the impact of the proposed alternatives on our
financial results or predict the outcome of the EITF's project. We cannot assure
you as to what, if any, change, may ultimately be required by actions taken by
the EITF in this project. Please refer to our future Quarterly Reports on 10-Q



                                                                         Page 22
<PAGE>   23

and Annual Reports on 10-K filed with the Securities and Exchange Commission for
updates on EITF No. 00-22 and its impact on us.

THE FAILURE TO ACCURATELY ESTIMATE LEVELS OF REDEMPTIONS WOULD ADVERSELY AFFECT
OUR RESULTS OF OPERATIONS

    Our historical and forecasted financial statements reflect our assumptions
as to the percentage of awards issued by us that will not be redeemed by members
prior to expiration. This percentage of unredeemed awards is known as
"breakage." The breakage rates we have used in preparing our financial
statements and forecasts are based primarily on our experience with our own
program since its launch in May 1997. If our actual breakage rates are less than
our assumed breakage rates, meaning that a greater number of awards are actually
redeemed than we had assumed would be redeemed, our results of operations could
be materially and adversely affected. If it becomes necessary for us to extend
the expiration date of a significant balance of outstanding awards in the
future, it is possible that our actual breakage rates would be lower than our
assumed breakage rates, which could materially and adversely affect our results
of operations. In addition, the timing of members' decisions to redeem is at the
discretion of members and cannot be controlled by us. Awards generally have a
life of two to three years and can be redeemed by members until their expiration
date. To the extent that members redeem at a rate that is more rapid than that
anticipated by us, we would experience a need for increased working capital to
fund these redemptions. Accordingly, the timing of redemptions by members could
materially and adversely affect our results of operations.

A SMALL NUMBER OF OUR ADVERTISING CUSTOMERS ACCOUNTS FOR A SIGNIFICANT PORTION
OF OUR REVENUES; THEREFORE THE LOSS OF PRINCIPAL CUSTOMERS COULD ADVERSELY
AFFECT OUR REVENUES

    No single advertising customer accounted for more than 10% of our revenue in
the three months ended March 31, 2001 and in 2000. Our ten largest advertising
customers were responsible for approximately 38% and 25% of our revenues during
the three months ended March 31, 2001 and in 2000, respectively. We do not have
long-term contracts with most of our customers, and customers can generally
terminate their relationships with us upon specified notice and without
penalties. Thus, we may not be able to retain our principal customers. The loss
of one or more of our principal customers could have a material adverse effect
on our revenues.

OUR PROSPECTS FOR OBTAINING ADDITIONAL FINANCING, IF REQUIRED, ARE UNCERTAIN AND
FAILURE TO OBTAIN NEEDED FINANCING COULD AFFECT OUR ABILITY TO PURSUE FUTURE
GROWTH

    We may need to raise additional funds to develop or enhance our services or
products, to fund expansion, to respond to competitive pressures or to acquire
complementary products, businesses or technologies. We cannot assure you that
additional financing will be available on terms favorable to us, or at all. If
additional funds are raised through the issuance of equity or convertible debt
securities, the percentage ownership of our stockholders would be reduced and
these securities might have rights, preferences or privileges senior to those of
our current stockholders. If adequate funds are not available on acceptable
terms, our ability to fund our expansion, take advantage of unanticipated
opportunities, develop or enhance services or products, or otherwise respond to
competitive pressures would be significantly limited.

OUR MANAGEMENT HAS LIMITED EXPERIENCE WORKING TOGETHER AND THERE IS NO ASSURANCE
THAT ITS MEMBERS WILL OPERATE AS A TEAM

     John Steuart, previously CFO of Cybergold, joined the company in August
2000 as the new CFO. Craig Stevens, Senior Vice President, General Counsel and
Secretary joined the company in August 2000. Steve Markowitz, our CEO and
President resigned on November 3, 2000 and Charles H. Berman, formerly COO,
resigned in December 2000. Layton Han, was Senior Vice President of Business
Development of the Company and is now the President of the Company. John Fullmer



                                                                         Page 23
<PAGE>   24

became the CEO and Chairman of the Board of the Company in February 2001. The
new management team has limited experience working together.

WE DEPEND ON THE SERVICE OF WELL TRAINED AND MOTIVATED EMPLOYEES AND THERE IS NO
ASSURANCE THAT WE CAN RETAIN THEIR SERVICES.

     Our success 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 retain our key employees or to attract, assimilate and retain other
highly qualified employees in the future. We have experienced difficulties from
time to time in attracting and retaining the personnel necessary to support the
growth and the technical infrastructure of our business, and we may experience
similar difficulty in the future. In the first quarter of 2001 we have
implemented a plan to reprice employee stock options to better reflect the
current value of our stock in the marketplace. If the price of our stock remains
below $1.00, the repricing may not have the desired effect on our employees.

FAILURE TO SAFEGUARD OUR DATABASE AND MEMBER PRIVACY COULD AFFECT OUR REPUTATION
AMONG CONSUMERS

     An important feature of the MyPoints program is our ability to develop and
maintain individual member profiles. Security and privacy concerns may cause
consumers to resist providing the personal data necessary to support this
profiling capability. As a result of these security and privacy concerns, we may
incur significant costs to protect against the threat of security breaches or to
alleviate problems caused by such breaches. Usage of our MyPoints program could
decline if any well-publicized compromise of security occurred. In addition,
third parties could alter information in our database that would adversely
affect our ability to target direct marketing offers to members. We could also
be subject to legal claims from members. Any public perception that we engaged
in unauthorized release of member information would adversely affect our ability
to attract and retain members.

     As part of our point redemption services, we maintain a database containing
information on our members' account balances. Our database may be subject to
access by unauthorized users accessing our systems remotely. If we experience a
security breach, the integrity of our points database could be affected. This
breach could lead to financial losses through the unauthorized redemption of
points.

     Our database of member accounts includes account information and
transaction information of each member. Failure by us to maintain the integrity
of this data could result in attrition of members or could result in emails
delivered to untargeted members. Failure by us to email the targeted member
could result in a reduction of revenues.

WE ARE VULNERABLE TO SYSTEM FAILURES WHICH COULD CAUSE INTERRUPTIONS OR
DISRUPTIONS IN OUR SERVICE

     The hardware infrastructure on which the MyPoints system operates is
located at the Exodus Communications data center in Oak Brook, Illinois.
We cannot assure you that we will be able to manage this relationship
successfully to mitigate any risks associated with having our hardware
infrastructure maintained by Exodus. Unexpected events such as natural
disasters, power losses and vandalism could damage our systems.
Telecommunications failures, computer viruses, electronic break-ins or other
similar disruptive problems could adversely affect the operation of our systems.
Our insurance policies may not adequately compensate us for any losses that may
occur due to any damages or interruptions in our systems. Accordingly, we could
be required to make capital expenditures in the event of damage. We do not
currently have fully redundant systems or a formal disaster recovery plan.

     Periodically we experience unscheduled system downtime, which results in
our web site being inaccessible to members. In particular, during the relaunch
of the integrated MyPoints program in April 1999, we experienced significant



                                                                         Page 24
<PAGE>   25

periods of system downtime during which our web site was inaccessible. Although
we did not suffer material losses during these downtimes, if these problems
persist in the future, members and advertisers could lose confidence in our
services.

SYSTEM CAPACITY CONSTRAINTS MAY RESULT IN A LOSS OF REVENUES

     A substantial increase in the use of our products and services could strain
the capacity of our systems, which could lead to slower response time or system
failures. System failures or slowdowns adversely affect the speed and
responsiveness of our rewards transaction processing. These would diminish the
experience for our members and reduce the number of transactions, and thus,
could reduce our revenue. As a result, we face risks related to our ability to
scale up to our expected transaction levels while maintaining satisfactory
performance. If our transaction volume increases significantly, we will need to
purchase additional servers and networking equipment to maintain adequate data
transmission speeds. The availability of these products and related services may
be limited or their cost may be significant.

WE FACE RISKS ASSOCIATED WITH THIRD PARTY CLAIMS AND PROTECTION OF OUR
INTELLECTUAL PROPERTY RIGHTS, AND ANY LITIGATION RELATING TO INTELLECTUAL
PROPERTY RIGHTS COULD HARM OUR BUSINESS

     Our business activities may infringe upon the proprietary rights of others,
and other parties may assert infringement claims against us. We have received
three claims of alleged infringement, one of which has been resolved through a
license agreement. The second claim of infringement was with Cybergold which we
acquired in August, 2000. Also, in July 1999, we received an infringement claim
from another party, along with an offer to grant a license to us at a cost that
would not be material. To our knowledge, no litigation has been filed against us
based on this claim. Litigation may also be necessary to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of the proprietary rights of others. An adverse determination
in any litigation of this type could require us to make significant changes to
the structure and operation of our online rewards program, attempt to design
around a third party's patent, or license alternative technology from another
party. Implementation of any of these alternatives could be costly and time
consuming, and might not be possible. In addition, any intellectual property
litigation, even if successfully defended, would result in substantial costs and
diversion of resources and management attention.

     Our success and ability to compete depends on our internally developed
technologies and trademarks, which we seek to protect through a combination of
patent, copyright, trade secret and trademark laws. Despite actions we take to
protect our proprietary rights, it may be possible for third parties to copy or
otherwise obtain and use our proprietary information without authorization or to
develop similar technology independently. In addition, legal standards relating
to the validity, enforceability and scope of protection of proprietary rights in
internet-related businesses are uncertain and still evolving. We cannot give any
assurance regarding the future viability or value of any of our proprietary
rights. In addition, we cannot give any assurance that the steps taken by us
will prevent misappropriation or infringement of our proprietary information.
Any infringement or misappropriation, should it occur, could have a material
adverse effect on any competitive advantage incident to our proprietary rights.

WE MAY NEED TO ADAPT OUR PRODUCTS AND SERVICES AND WE MAY BE SUBJECT TO FOREIGN
GOVERNMENT REGULATION AND TAXATION, CURRENCY ISSUES, DIFFICULTIES IN MANAGING
FOREIGN OPERATIONS AND FOREIGN POLITICAL ECONOMIC INSTABILITY

     Our participation in international markets will be subject to our potential
inability to adapt, expand or enhance our products and services to suit foreign
markets. In addition, international operations are generally associated with
risks such as foreign government regulations, export license requirements,



                                                                         Page 25
<PAGE>   26

tariffs and taxes, fluctuations in currency exchange rates, introduction of the
European Union common currency, difficulties in managing foreign operations and
political and economic instability. To the extent our potential international
members or our international partners are impacted by currency devaluations,
general economic crises or other macroeconomic events, the ability of our
members to utilize our services could be diminished. In order to help us address
some of the risks associated with introducing our services internationally, we
believe it will be necessary to establish strategic relationships with
international partners. We cannot assure you that electronic commerce will
develop successfully in international markets or that potential members in these
foreign markets will utilize incentives-based marketing programs. Furthermore,
we cannot assure you that we will be able to overcome any legal restrictions
related to offering rewards and incentives that may exist in foreign
jurisdictions.


                   RISKS ASSOCIATED WITH THE INTERNET INDUSTRY

IF THE ACCEPTANCE OF ONLINE ADVERTISING AND DIRECT MARKETING DOES NOT CONTINUE,
OUR REVENUES WOULD DECLINE

     We expect to derive a substantial portion of our revenues from online
advertising and direct marketing, including both email and web-based programs.
If these services do not continue to achieve market acceptance, we cannot assure
you that we will generate business at a sufficient level to support our
continued operations. The internet has not existed long enough as an advertising
medium to demonstrate its effectiveness relative to traditional advertising
media. Advertisers and advertising agencies that have historically relied on
traditional advertising may be reluctant or slow to adopt online advertising.
Many potential advertisers have limited or no experience using email or the web
as an advertising medium. They may have allocated only a limited portion of
their advertising budgets to online advertising, or may find online advertising
to be less effective for promoting their products and services than traditional
advertising media. If the market for online advertising fails to develop or
develops more slowly than we expect, our revenues would decline. Additionally,
during the second half of 2000, market demand for on-line advertising services
such as those offered by us weakened, particularly from early-stage internet and
e-commerce companies. We expect weaker demand and smaller marketing budgets from
these companies to continue at least in the early part of 2001.

     The market for email advertising in general is vulnerable to the negative
public perception associated with unsolicited email, known as "spam." We do not
send unsolicited email. However, public perception, press reports or
governmental action related to spam could reduce the overall demand for email
advertising in general and our MyPoints BonusMail service in particular.

IF ONLINE REWARDS PROGRAMS ARE NOT WIDELY ACCEPTED BY BUSINESSES AND INTERNET
USERS OUR BUSINESS MODEL WILL NOT SUCCEED

     Our success depends in large part on the continued growth and acceptance of
online rewards programs. If online rewards programs are not widely accepted by
advertisers and embraced by internet users, our business model will not succeed.
Although loyalty and rewards programs have been used extensively in conventional
marketing and sales channels, they have only recently begun to be used online.
We cannot assure you that online programs will continue to be accepted by
advertisers and that we can continue to offer advertisers attractive promotions
and satisfied members. The success of our business model also will depend on our
ability to attract and retain members. We cannot assure you that our marketing
efforts and the quality of each member's experience, including the number and
relevance of the direct marketing offers we provide and the perceived value of
the rewards we offer, will generate sufficient satisfied members.



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<PAGE>   27

TO REMAIN COMPETITIVE, WE MUST KEEP PACE WITH RAPID TECHNOLOGICAL CHANGES IN OUR
INDUSTRY

     Our market is characterized by rapidly changing technologies, frequent new
product and service introductions, short development cycles and evolving
industry standards. The recent growth of the internet and intense competition in
our industry exacerbate these market characteristics. In order to adapt to
rapidly changing technologies we are in the process of upgrading our
technological infrastructure beyond customary maintenance and improvements in
performance and features. The migration might impact the reliability of our
systems. We may experience technical difficulties that could delay or prevent
the successful development, introduction or marketing of new products and
services. In addition, any new enhancements to our products and services must
meet the requirements of our current and prospective users. We may incur
substantial costs to modify our services or infrastructure to adapt to rapid
technological change.

CONTINUED DEVELOPMENT AND USE OF THE INTERNET INFRASTRUCTURE IS CRITICAL TO OUR
ABILITY TO OFFER OUR SERVICES

     Our members depend on internet service providers for access to our web
site. Internet service providers and web sites have experienced significant
outages in the past, and could experience outages, delays and other difficulties
due to system failures unrelated to our systems. If outages or delays occur
frequently in the future, internet usage, as well as electronic commerce and the
usage of our products and services, could grow more slowly or decline. A number
of factors may inhibit internet usage, including inadequate network
infrastructure, security concerns, inconsistent quality of service, and lack of
availability of cost-effective, high-speed service. If internet usage grows, the
internet infrastructure may not be able to support the demands placed on it by
this growth and its performance and reliability may decline.

OUR BUSINESS DEPENDS ON OUR ABILITY TO COLLECT MEMBER INFORMATION; FUTURE
REGULATION OF THE INTERNET COULD RESTRICT OUR ACCESS TO THIS INFORMATION

     Laws and regulations that apply to the internet may become more prevalent
in the future. The laws governing the internet and email services remain largely
unsettled. There is no single governmental body overseeing our industry, and
many state laws that have been enacted in recent years have different and
sometimes inconsistent application to our business. In particular, our business
model could be severely damaged if regulations were enacted that restricted our
ability to collect or use information about our members.

     The governments of foreign countries may also attempt to regulate
electronic commerce. New laws could dampen the growth in use of the internet
generally and decrease the acceptance of the internet as a commercial medium. In
addition,existing laws such as those governing intellectual property and privacy
may be interpreted to apply to the internet. The federal government, state
governments or other governmental authorities could also adopt or modify laws or
regulations relating to the internet.

     In 1998, the United States government enacted a three-year moratorium
prohibiting states and local governments from imposing new taxes on electronic
commerce transactions. Upon expiration of this moratorium, if it is not
extended, states or other governments might levy sales or use taxes on
electronic commerce transactions. An increase in the taxation of electronic
commerce transactions might also make the internet less attractive for consumers
and businesses. In addition, the Federal Trade Commission is considering the
adoption of regulations regarding the collection and use of personal information
obtained from individuals, especially children, when accessing web sites. These
regulations could restrict our ability to provide demographic data to our
advertising and marketing clients. At the international level, the European
Union has adopted a directive that will impose restrictions on the collection
and use of personal data. This directive could affect U.S. companies that
collect information over the internet from individuals in European Union member



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<PAGE>   28

countries and may impose restrictions that are more stringent than current
internet privacy standards in the United States. These developments could have
an adverse effect on our business, results of operations and financial
condition.

            OTHER RISKS ASSOCIATED WITH OWNERSHIP OF OUR COMMON STOCK

SUBSTANTIAL CONTROL WILL REMAIN WITH OUR MANAGEMENT AND MAJOR STOCKHOLDERS AND
THIS COULD DELAY OR PREVENT A CHANGE OF CONTROL

     Our executive officers, our directors and entities affiliated with them and
our 5% stockholders together currently beneficially own approximately 19% of our
outstanding common stock. These stockholders, if they vote together, will retain
substantial control over matters requiring approval by our stockholders, such as
the election of directors and approval of significant corporate transactions.
This concentration of ownership might also have the effect of delaying or
preventing a change in control.


PROVISIONS OF OUR CORPORATE CHARTER DOCUMENTS COULD DELAY OR PREVENT A CHANGE OF
CONTROL

     Various provisions of our certificate of incorporation and bylaws, and in
particular certain actions of the Board in adopting a Shareholder Rights Plan in
December 2000, may have the effect of delaying or preventing a change in control
and make it more difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders. These provisions, if used by our
management, could negatively affect our stock price.

OUR STOCK PRICE HAS BEEN VOLATILE, AND YOU MAY NOT BE ABLE TO SELL YOUR SHARES
AT A PROFIT

     The stock market has experienced significant price and volume fluctuations,
and the market prices of technology companies, particularly internet-related
companies, have been highly volatile. Investors may not be able to resell their
shares at or above the price which they paid for their shares. In addition, our
results of operations during future fiscal periods might fail to meet the
expectations of stock market analysts and investors. This failure could lead the
market price of our common stock to decline and cause us to become the subject
of securities class action lawsuits.

THE COMPANY MAY NOT BE ABLE TO MAINTAIN ITS LISTING ON THE NASDAQ NATIONAL
MARKET.

     The Company's Common Stock is currently listed on the Nasdaq National
Market. The Company must satisfy a number of requirements to maintain its
listing on the Nasdaq National Market, including maintaining a minimum bid price
for the Common Stock of $1.00 per share. The Company's common stock has closed
below $1.00 per share for a period exceeding thirty days. Consequently, on April
18, 2001, the Company received a letter from NASDAQ urging it, to regain
compliance with Nasdaq National Marketplace rules. If the Company is unable to
demonstrate compliance with these requirements by July 17, 2001, Nasdaq staff
will provide the Company with written notification that its securities will be
delisted. At that time, the Company may appeal this decision to a Nasdaq Listing
Qualifications Panel. If the Common Stock loses its Nasdaq National Market
status, the Common Stock would likely trade on the Over the Counter Bulletin
Board, which is viewed by most investors as a less desirable, less liquid
marketplace.



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<PAGE>   29

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk for changes in interest rates is limited to the
exposure related to our debt instruments which are tied to market rates. We do
not plan to use derivative financial instruments in our investment portfolio. We
plan to ensure the safety and preservation of our invested principal funds by
limiting default risks, market risk and reinvestment risk. We invest in
high-credit quality securities.



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<PAGE>   30

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


    MyPoints.com and certain of its subsidiaries have been named as defendants
in various legal actions arising from their normal business activities in which
varying amounts are claimed. Although the amount of any ultimate liability with
respect to such matters cannot be determined, in the opinion of management,
based upon the opinions of counsel, any such liability will not have a material
effect on the consolidated financial position of the Corporation and its
subsidiaries.

    An action was filed in January 2001 against MyPoints.com in the United
States Superior Court of the State of California, County of San Diego. This
action names MyPoints.com, Cybergold, Inc. and several of Cybergold's and
MyPoints.com's officers and directors as defendants. Plaintiffs are the majority
shareholder of iTarget.com, Inc., an entity which Cybergold acquired during the
first quarter of 2000. The complaint alleges that defendants are liable based on
e.g. fraud, breach of fiduciary duty, aiding and abetting breach of fiduciary
duty, negligence, negligent misrepresentation, breach of contract/warranty,
unfair business practices, and violations of the California corporate securities
laws. Among others it is alleged that defendants did not inform plaintiffs in
time of MyPoints.com's and Cybergold's acquisition negotiations. Plaintiffs seek
a judgment awarding damages and other relief. MyPoints.com believes the
allegations contained in these actions are without merit and will vigorously
defend them.

ITEM 2. USE OF PROCEEDS OF STOCK OFFERINGS

    On February 23, 2000 we completed a follow-on stock offering in which we
sold 2,450,000 shares of common stock at $45.88 per share. The total aggregate
gross proceeds amounted to $112.4 million. Underwriters' discounts and other
related costs were $6.7 million resulting in net proceeds of $105.7 million. On
August 19, 1999, we completed our initial public offering, in which we sold
5,750,000 shares of common stock at $8 per share. The total aggregate gross
proceeds amounted to $46 million. Underwriters' discounts and other related
costs were $4.8 million resulting in net proceeds of $41.2 million. From August
19,1999 to March 31, 2001, the Company estimates that it has primarily used the
net proceeds of the two offerings as follows: (i) investments in cash, cash
equivalents and short-term investments of $82.2 million; (ii) working capital of
$48.3 million; and (iii) property and equipment purchases of $16.4 million.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

  None

(b)  Reports on Form 8-K:

  None



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<PAGE>   31

                                    SIGNATURE

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

May 15, 2001             MYPOINTS.COM, INC.


                              By /s/ John Steuart
                              -------------------
                              John Steuart

                              Senior Vice President, Finance and Chief
                              Financial Officer (Principal Financial
                              and Accounting Officer)



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