ANNUAL REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
TO THE 1934 ACT REPORTING REQUIREMENTS

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

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

    For the quarterly period ended June 30, 2001

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

    For the transition period from _______ to _______.

    Commission File No. 001-15407


STREAMEDIA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

    DELAWARE                                                  22-3622272
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)                 Identification No.)

244 West 54th Street, 12th Floor New York, NY 10019 (Address of principal
executive offices)

(212) 445-1700
(Registrant's telephone number, including area code)
---------------------------
(Former name, former address and former fiscal year,
if changed since last report)

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.

(X)Yes    ( )No

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of March 23, 2001, the Company had 7,221,691 shares of Common Stock issued
and outstanding.





     INDEX TO FINANCIAL STATEMENTS



Part 1 - Financial Information

                                                                            Page

Item 1 - Financial Statements

Balance Sheets as of June 30, 2001 (unaudited) and December 31, 2000         F-2

Statements of Operations for the six and three months ended June 30, 2001
and 2000, and Cumulative from January 13, 1998 (date of inception) through
June 30, 2001 (unaudited)                                                  F3-F4


Statement of Stockholders' Equity (Deficit) for the six months ended
June 30, 2001 (unaudited)                                                    F-5

Statements of Cash Flows for the six months ended June 30, 2001 and 2000,
and Cumulative from January 13, 1998 (date of inception)
through June 30, 2001 (unaudited)                                            F-6

Notes to Financial Statements                                         F-8 - F-15



                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Directors of
   Streamedia Communications, Inc. (a development stage company)

I have reviewed the accompanying balance sheet of Streamedia Communications, Inc
(a development stage company) as of June 30, 2001, and the related statements of
operations, stockholders equity and of cash flows for the six months ended June
30, 2000 and 2001. These financial statements are the responsibility of the
Company's management.

I have conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be
made to the accompanying consolidated interim financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that will
continue as a going concern. As more fully described in Note B, the Company has
incurred operating losses since the date of inception and requires additional
capital to continue operations. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans as to
these matters are described in Note B. The financial statements do not include
any adjustments to reflect the possible effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of Streamedia Communications, Inc. (a
development stage company) to continue as a going concern.



S/Thomas Monahan CPA
-------------------------------------
Thomas Monahan Certified Public Accountant
Paterson, New Jersey
August 31, 2001








<PAGE>



                                       F-4
                   Streamedia Communications, Inc. ..........
                          (A Development Stage Company)

                                                            BALANCE SHEETS

                                    Unaudited
                                                            June 30, December31,
            ASSETS                                             2001         2000
                                                        -----------   ----------

CURRENT ASSETS
Cash and cash equivalents .................................  $4,088     $104,142
Restricted cash ................................................. 0       88,891
Accounts receivable, net of allowance for doubtful accounts of
$0 and $114,000 at June 30, 2001 and December 31,
2000, respectively ..........................................30,000       57,179
Licenses, net of accumulated amortization of $451,940 and $376,000
at June 30, 2001 and December 31, 2000, respectively ............ 0       72,422
Prepaid expenses ........................................    50,531      138,477
                                                           ---------    --------

Total current assets ........................................ 84,619     461,111

PROPERTY AND EQUIPMENT, net .....................          1,212,768   1,760,309


OTHER ASSETS ...........................................       5,333           0
                                                            ---------    -------


TOTAL ASSETS ............................................$ 1,302,720  $2,221,420
                                                          ----------    --------


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses ....................$1,018,313    $805,919
Current maturities of capital lease obligations ...........   31,449      59,320
Subordinated convertible promissory note ......................... 0     250,208
Accrued payroll ..............................................33,000     134,212
                                                           ---------    --------

Total current liabilities .................................1,082,762   1,249,659


CAPITALIZED LEASE OBLIGATIONS, less current maturities        54,006       8,931


STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; authorized - 100,000 shares; 0 issued and
outstanding at March 31, 2001 and December 312000, respectively
Common stock, $.001 par value; authorized - 20,000,000 shares; issued and
outstanding - 6,505,044 and 5,880,044 shares at
March 31, 2001 and December 31, 2000, respectively ..........7,959         5,880
Additional paid-in capital .............................13,503,870    12,538,898
Deficit accumulated during development stage ..........(13,345,877) (11,581,948)
                                                       -----------    ----------

Total stockholders' equity .................................165,952      962,830
                                                        ------------    --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............. $1,302,720  $2,221,420
                                                         ===========  ==========


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


<PAGE>



                                       F-9
                         Streamedia Communications, Inc.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (unaudited)



                                                                 (a) Cumulative
                                                                  From January13
                                                                  1998 (date of
                                  Six Months ended June 30        inception) to
                                        2001        2000           June 30, 2001

Revenue ...........................  $164,977      $130,830            $872,332
                                  ------------     ---------         -----------
Cost of goods sold
Direct cost ...........................65,990        52,332              348,933
                                     ----------      -------         -----------

Gross margin ......................... 98,987        78,498              523,399
                                     ----------      -------         -----------

Operating expenses
General and administrative .............955,033     1,595,227          5,434,137
Payroll and related expenses ...........399,429     1,861,114          5,540,052
Product development ..........................0        23,024            614,848
Depreciation and amortization ..........505,353       459,423          1,742,878
                                      ---------    ------------      -----------

Total operating expenses .............1,859,815     3,938,788         13,331,915
                                     ----------     ----------       -----------

Operating loss ......................(1,760,828)   (3,860,290)      (12,808,516)
                                     -----------   -----------      ------------

Other income (expense)
Interest expense ........................(3,335)       (9,020)         (671,149)
Interest income ........................    235        116,137           133,788
                                        ---------    ----------       ----------

Total other income (expense) ............(3,100)        107,117        (537,361)
                                         ---------     ---------      ----------

Net loss .............................$(1,763,928)   $(3,753,173)  $(13,345,877)
                                      ============    ===========  =============


Basic and diluted loss per common share ....$(.29)         $(.80)        $(2.79)
                                            ======         =======      ========

Weighted average shares outstanding,
basic and diluted ............         6,045,774       4,699,347       4,786,184
                                      ==========       ==========    ===========








The accompanying notes are an integral part of these statements.



<PAGE>


                         Streamedia Communications, Inc.
                          (A Development Stage Company)


                            STATEMENTS OF OPERATIONS
                                   (unaudited)



                                                    Three months ended June, 30
                                                      2001             2000

Revenue ........................................   $  41,714        $ 123,486
                                                   -----------      -----------

Cost of goods sold
Direct cost ..........................................16,685           49,394
                                                   -----------       ----------

Gross margin .........................................25,029           74,092
                                                    -----------      ----------

Operating expenses
General and administrative ............................459,500         926,006
Payroll and related expenses ................................0       1,093,651
Product development .........................................0               0
Depreciation and amortization ........................ 209,991         237,141
                                                    -----------       ----------

Total operating expenses ...............................669,491      2,256,798
                                                     -----------     ----------

Operating loss ........................................(644,462)   (2,182,706)
                                                     -----------    ----------

Other income (expense)
Interest expense ........................................(1,092)       (2,444)
Interest income .........................................              44,324
                                                       -----------    ----------

Total other income (expense) ............................(1,092)        41,880
                                                       -----------    ----------

Net loss ..............................................$(645,554)   $(2,140,826)
                                                       ===========    ==========


Basic and diluted loss per common share ...................$(.10)         $(.45)
                                                       ===========    ==========

Weighted average shares outstanding,
basic and diluted ........................             6,505,044      4,730,044
                                                       ===========    ==========




The accompanying notes are an integral part of these statements.


<PAGE>


                         Streamedia Communications, Inc.
                          (A Development Stage Company)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (unaudited)



                                                          Deficit
                                                          accumulated
                                             Additional   during
          Preferred stock  Common stock      paid-in      development
          Shares Amount   Shares  Amount     capital      stage          Total
          -----  -----    ----- -------      --------     ----------     -------

Balance at
Jan 1, 2001 --    --   $5,880,044  $5,880   $12,538,898  $(11,581,949)  $962,829
                        =========


Issuance of
common stock
for services
(Jan. 9, 2001)--    --    913,687    914      350,029                    350,943
                          =======

Issuance of
common stock
pursuant to
the exerciseof
stock options
(Jan. 9, 2001)--    --     625,000     625     249,375                   250,000
                           =======


Issuance of
common stock
for business
Acquisition
(Jan. 9, 2001) --    --    540,000     540     365,568                   366,108

Net loss for
the period
                                                        (1,763,928)  (1,763,928)
                                                         ----------   ----------

Balance at
June 30, 2001 --  --   7,958,731   $7,959   $13,503,870  $(13,345,876)  $165,952
                       =========   ======   ===========   ===========   ========






The accompanying notes are an integral part of this statement.


<PAGE>


                         Streamedia Communications, Inc.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                    Unaudited
                                                                      Cumulative
                                                                from January 13,
                                                                   1998 (date of
                                    Six months ended June 30,      inception) to
                                         2001            2000      June 30, 2001
                                         ----            ----      -------------
Cash flows from operating activities
Net loss ..........                  $(1,763,928)   $(3,753,173)   $(13,345,877)
Adjustments to reconcile net loss
to net cash used in
operating activities

Common stock issued for services                         39,113          382,473
Stock option granted for services ..                                     873,547
Compensatory stock option expense ..                    126,100          413,381

Amortization of debt discount ..                                         272,500
Amortization and write-off of
deferred financing costs ..                                              231,500
Depreciation and amortization ........  505,353         459,423        1,742,878
Changes in operating assets
and liabilities
Prepaid expenses and
other current assets ....................204,017        (28,191)       (467,746)
Other assets ............................(5,333)        (25,850)           1,667
Accounts payable and accrued
expenses ...............................(125,840)       (828,002)        755,349
Write-off property-equip.-theft loss ....493,561                         493,561
                                                        --------        --------
Net cash used in operating activities ..(692,170)      (4,010,580)   (8,646,767)
                                        ---------      ----------    -----------
Cash flows from investing activities
Purchase of property and equipment .... (374,935)      (1,269,161)   (2,842,520)
                                        -----------    -----------  ------------
Net cash used in investing activities   (374,935)      (1,269,161)   (2,842,520)
Issuance of common stock, net of
associated costs .....................                     299,200       970,963
net of associated Costs/Private
Placement, net of assoc. cost .........                                9,045,497
Proceeds from the exercise of stock
options ..................................350,943           75,000       758,743
Acquisition of eLeaders, Inc.
in exchange of stock .....................366,108                        366,108
Proceeds of notes payable and common
stock warrants, net
of associated costs ....................                               1,583,500
Repayments of notes payable ............                             (1,815,000)
Deferred offering costs ................                                  75,000
Conversion of loans into capital ....... 250,000                         552,189
Principal payments on capital lease
obligations ...........................                  (11,128)       (43,625)
                                                          --------       -------

Net cash provided by financing
activities .............                 967,051          363,072     11,493,375
                                        -----------    -----------  ------------
Net (decrease) increase in cash ....... (100,054)       (4,916,669)        4,088

Cash and cash equivalents at
beginning of period .................   104,142          6,693,061
                                        -------          ---------     ---------
Cash and cash equivalents
at end of period .......................$ 4,088        $ 1,776,392       $ 4,088
                                        ===========    ===========  ============

Supplemental Information:
Cash paid for interest ...............    3,335            9,020         671,149
Conversion of debt into common stock ....250,000                         552,189
Common stock issued for acquisition .....366,108                         366,108


The accompanying notes are an integral part of these statements





<PAGE>



                                      F-30
                         Streamedia Communications, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2001
                                   (unaudited)



NOTE A - BASIS OF PRESENTATION


     The accompanying unaudited financial statements have been prepared in
     accordance with generally accepted principles for interim financial
     information. Accordingly, they do not include all of the information and
     footnotes required by generally accepted accounting principles for complete
     financial statements. In the opinion of management, all necessary
     adjustments (consisting of normal recurring accruals) considered necessary
     for a fair presentation have been included. Operating results of Streamedia
     Communications, Inc. (the "Company") for the six months ended June 30, 2000
     and 2001 are not necessarily indicative of the results that may be expected
     for the fiscal year ending December 31, 2001.

     The balance sheet as of June 30, 2001 and the related statements of
     operations for the six-month periods ended June 30, 2001 and 2000, and
     cumulative from January 13, 1998 (date of inception) to June 30, 2001,
     stockholders' equity for the six-month period ended June 30, 2001 and cash
     flows for the six-month periods ended June 30, 2001 and 2000, and
     cumulative from January 13, 1998 (date of inception) to June 30, 2001, have
     been prepared by the Company without audit. In the opinion of management,
     all adjustments (which include only normal, recurring accrual adjustments)
     necessary to present fairly the financial position as of June 30, 2001 and
     for all periods presented have been made.

     Certain information and footnote disclosures, normally included in
     financial statements prepared in accordance with accounting principles
     generally accepted in the United States of America have been condensed or
     omitted. These financial statements should be read in conjunction with the
     financial statements and notes thereto included in the Annual Report on
     Form 10-KSB for the year ended December 31, 2000. Results of operations for
     the period ended June 30, 2001 are not necessarily indicative of the
     operating results expected for the full year.


NOTE B - NATURE OF OPERATIONS

Streamedia Communications, Inc. (the "Company") was incorporated in the State of
Delaware in 1998.  The Company's two divisions are The  Streamedia  Networks and
Business  Services.  In December 1999, the Company  completed its initial public
offering (the "Offering"). The net proceeds from the Offering were approximately
$8,447,000.


<PAGE>


                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)

NOTE B (continued)

     The Company is in the development stage. The Company provides website
     owners and content publishers with services and tools for streaming, or
     broadcasting, live and on-demand video and audio content over the Internet.
     The Company also operates a broadcast content website, Bijou Cafe.com.

     The Streamedia Business Services division markets Internet and intranet
     broadcasting services to a wide spectrum of enterprises, such as, but not
     limited to, businesses, associations, electronic publishers and "off-line"
     media generators, which are attempting to obtain an Internet broadcast
     presence.

     The Company offers consulting services to businesses, corporations, and
     agencies that wish to broadcast or otherwise transmit high-quality video
     and audio over the Internet. It also offers broader digital solutions.
     Streamedia provides end-to-end solutions, which integrate into the client's
     existing infrastructure. Streamedia Digital Solutions is a suite of
     business solutions that utilize digital technologies to improve
     communications between its clients and their customers, employees and
     others.

     The Company's operations are subject to certain risks and uncertainties,
     including actual and potential competition by entities with greater
     financial resources, experience and market presence, risks associated with
     the development of the Internet market, risks associated with consolidation
     in the industry, the need to manage growth and expansion, certain
     technology and regulatory risks and dependence upon sole and limited
     suppliers.

     The accompanying financial statements have been prepared on the basis that
     the Company will continue as a going concern, which assumes the realization
     of assets and settlement of liabilities in the normal course of business.
     Since inception, the Company has devoted substantially all of its efforts
     to developing its business. The Company has therefore incurred substantial
     losses and negative cash flows from operating activities as reflected in
     these financial statements. Accordingly, the Company has relied primarily
     upon obtaining equity capital and debt financing to support its operations.
     The Company does not expect revenue to exceed costs and expenses in 2001
     and, accordingly, will continue to incur losses and negative cash flows
     from operating activities. To address financing needs, the Company is
     pursuing various financing and other alternatives including a Plan and
     Agreement of Merger with HOA Networks Corp. and HOA Acquisition Corp.
     described in Note C. These circumstances raise substantial doubt about the
     Company's ability to continue as a going concern. The accompanying
     financial statements do not include any adjustments that might result from
     the outcome of this uncertainty.


<PAGE>


                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)



NOTE C - ACQUISITIONS

     In January 2001, the Company completed the acquisition of eLeaders, Inc.
     ("eLeaders") through a stock-for-stock, tax-free reorganization. Under the
     terms of the acquisition, the Company exchanged 520,000 shares of the
     Company's unregistered common stock for all of eLeaders' common stock.
     eLeaders provided a warranty that liabilities to be assumed would not
     exceed $81,000. eLeaders, which was incorporated in 1998, designs
     business-to-business solutions to improve supply lines and internal
     communications, and aggregates customers by affinity interests or
     geographic location to amplify marketing results.

     In April 2001, the Company signed a Plan and Agreement of Merger ("Merger
     Agreement") with HOA Networks Corp. ("HOAN") and HOA Acquisition Corp.
     ("HAC"). Pursuant to the terms of the Merger Agreement, HOAN will merge
     with HAC, with HOAN being the surviving company and all of the capital
     stock of HOAN will be canceled in exchange for stock of the Company. HOAN
     will be the surviving corporation in such merger and the business of the
     surviving company will be conducted under the name of Streamedia
     Communications, Inc. Upon the effective date of the merger, each
     outstanding share of stock beneficially owned by all shareholders excluding
     principals of HOAN will be converted into the common stock of the Company
     on a 4-for-1 share basis. Each outstanding share of common stock
     beneficially owned by principals will be converted wherein 100% of HOAN
     shares will be exchanged for 80% shares of the Company. It is anticipated
     that the effective date of the merger will be on or about August 2001.


NOTE D - LOSS PER SHARE

     Basic and diluted net loss per share is computed by dividing net loss by
     the weighted-average number of common shares outstanding during each
     period. The incremental shares from assumed exercises of stock options and
     warrants are not included in the calculation of diluted loss per share
     since their effect would be antidilutive. As of June 30, 2001 and December
     31, 2000, the calculation of diluted net loss per share excludes an
     aggregate 2,559,021 shares of common stock issuable upon exercise of
     warrants and stock options.








<PAGE>



                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)


NOTE E - DEBT

     Subordinated Convertible Promissory Note

     On December 28, 2000, the Company issued a Subordinated Convertible
     Promissory Note (the "Note") for an aggregate principal amount of $250,000
     bearing interest at 10% per annum. The outstanding principal plus accrued
     interest was due and payable forty-five days from the date of the Note (the
     "Original Maturity Date"), which was subject to extension. The note may be
     extended ninety additional days by either party upon written notice no less
     than five days prior to the Original Maturity Date.

     On the Original Maturity Date, or any time thereafter if the Note had been
     extended, the lender could convert the unpaid principal plus accrued and
     unpaid interest into the number of whole shares of unregistered,
     unrestricted common stock of the Company equal to the Voluntary Conversion
     Amount divided by $0.40 (the "Conversion Price").

     Upon maturity of the Note, either the Original Maturity Date or as
     extended, the unpaid principal plus accrued interest (the "Mandatory
     Conversion Amount") shall automatically convert into the number of shares
     of conversion stock equal to the Mandatory Conversion Amount divided by the
     Conversion Price ($0.40). The Note converted into 625,000 shares of common
     stock on February 12, 2001, which shares were issued on March 21, 2001.

     The party that arranged for this financing received a fee of $25,000, which
     was charged to operations during the year ended December 31, 2000.

     Notes Payable

     On March 2, 2001 and February 21, 2001, the Company issued promissory notes
     aggregating approximately $50,000 and $97,879, respectively, bearing
     interest at the rate of 10% per annum from the date of the promissory note
     or before the sooner of (i) ninety days after the date of the promissory
     note or (ii) forty-five days after written demand is made by the holder of
     the note. These promissory notes are collateralized by 913,600 shares of
     the Company's unregistered, restricted common stock.








<PAGE>



                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)



NOTE F - STOCKHOLDERS' EQUITY



     On January 9, 2001, certain officers of the Company agreed to provide the
     proceeds from permissible sales of their Company common stock to the
     Company as bridge financing. As consideration, the Company issued one share
     of unregistered, restricted common stock for each share of stock sold by
     these officers. In addition, the Company issued 450,000 warrants to these
     officers which have an exercise price equal to the last sale price for the
     Company's common stock on January 9, 2001. Both the restricted stock and
     warrant shares to be issued upon exercise of the warrants have piggyback
     registration rights in accordance with the Company's customary registration
     rights agreement. Total proceeds to the Company in connection with this
     transaction were approximately $400,000.

     On May 14, 2001 the Company signed a letter of intent with River Logic,
     Inc. of Massachusetts. The intent is to form a joint company to market
     their unique educational system. River Logic is owned in part by Ebsco, a
     multi billion dollar leading educational company and Intel. Their system is
     a building block for schools and home schooling educational content and
     retrieval.

     On June 5, 2001 an agreement was signed with Applied Digital Technologies.
     The agreement calls for an influx of funding to Streamedia, through Applied
     Digital Technology. The agreement states that Applied Digital will receive
     fifty thousand dollars and Streamedia will receive two hundred thousand
     dollars from the investor Kenneth R. McGurn. This agreement also gives
     Streamedia the marketing rights of a new technology concerned with live
     insertion advertising on the internet.

     On June 19, 2001 discussions began with a UK public company, ABM, Ltd. The
     proposed venture would enable Streamedia to control the large catalog of
     ABM entertainment product in the USA while allowing ABM to represent the
     Streamedia entertainment product in Europe. This will also allow Streamedia
     to utilize the label names of ABM; namely Pickwick, Hallmark and Boadwalk.





<PAGE>


                         Streamedia Communications, Inc
                         (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS (continued)

                                 June 30, 2001
                                  (unaudited)



NOTE G - INCOME TAXES

    The Company provides for the tax effects of transactions reported in the
    financial statements. The provision if any, consists of taxes currently due
    plus deferred taxes related primarily to differences between the basis of
    assets and liabilities for financial and income tax reporting. The deferred
    tax assets and liabilities, if any, represent the future tax return
    consequences of those differences, which will either be taxable or
    deductible when the assets and liabilities are recovered or settled. As of
    December 31, 2000, the Company had no material current tax liability,
    deferred tax assets, or liabilities to impact on the Company's financial
    position because the deferred tax asset related to the Company's net
    operating loss carry forward and was fully offset by a valuation allowance.

    At December 31, 2000, the Company has net operating loss carry forwards for
    income tax purposes of $11,581,948. These carry forward losses are available
    to offset future taxable income, if any, and expire in the year 2010. The
    Company's utilization of this carry forward against future taxable income
    may become subject to an annual limitation due to a cumulative change in
    ownership of the Company of more than 50 percent.

    The components of the net deferred tax asset as of December 31, 2000 are as
        follows: Deferred tax asset:
        Net operating loss carry forward $11,581,948 Valuation allowance
        ($11,581,948) Net deferred tax asset $-0-

    The Company recognized no income tax benefit for the loss generated for the
    period from inception, January 13, 1998, to December 31, 2000. SFAS No. 109
    requires that a valuation allowance be provided if it is more likely than
    not that some portion or all of a deferred tax asset will not be realized.
    The Company's ability to realize benefit of its deferred tax asset will
    depend on the generation of future taxable income. Because the Company has
    yet to recognize significant revenue from the sale of its products, the
    Company believes that a full valuation allowance should be provided.










<PAGE>



                        Streamedia Communications, Inc.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS

                                 June 30, 2001
                                  (unaudited)



NOTE H - COMMITMENTS AND CONTINGENCIES

     Legal Proceedings

     The Company is subject to various claims and proceedings that occur in the
     ordinary course of business. Based on information currently available, the
     Company believes that none of these current claims or proceedings, either
     individually or in the aggregate, will have a material effect on the
     business.

     On March 20, 2001, the Company received notice from the Nasdaq Listings
     Qualifications Panel that its common stock would no longer be listed on the
     Nasdaq SmallCap Market effective with the close of business on March 28,
     2001. The panel's action was based on the Company's inability to maintain a
     minimum bid price of $1.00 over the previous thirty consecutive trading
     days and also due in part for late filing of 10Q's.

      On October 20, 2000, the Company entered into an agreement with its new
     President and Interim Chief Executive Officer. This agreement terminates on
     December 31, 2001. The agreement provides, among other things, that the
     President will be compensated $40,000 for the period October 20, 2000
     through December 31, 2000 and $169,000 for the period January 1, 2001
     through December 31,2001.
      The agreement also provided for the issuance of 200,000 employee stock
     options that were immediately exercisable at an exercise price of $0.50. On
     January 9, 2001, the Company's Board of Directors granted this individual
     an additional 100,000 employee stock options with an exercise price equal
     to the closing market price on the date of the grant and with 25,000 of
     such options becoming vested at the close of each quarter during the year
     ending December 31, 2001. In addition, on April 16, 2001, the Company's
     Board of Directors granted this individual an additional 1,000,000 employee
     stock options with an exercise price equal to the closing market price on
     the date of grant. The vesting provisions in connection with these options
     have not, as yet, been determined by the Board of Directors

     On April 4, 2001, the Company accepted the resignation of one of its
     officers who also served as the Chairman of the Company's Board of
     Directors and entered into a Severance and Mutual Release Agreement. This
     agreement provides, among other things, that this former officer's
     consulting firm will be retained as a consultant to the Company for a
     period of six months following the date of the officer's termination at a
     monthly compensation rate of $12,000.





<PAGE>


                        Streamedia Communications, Inc.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS

                                 June 30, 2001
                                  (unaudited)



NOTE H (continued)

     During the second quarter of 2001, there have been several theft problems
     at the New York office. After conducting a thorough observation of assets,
     it was determined equipment and software in the cost basis of $610,101 was
     missing and the police were informed on July 27, 2001. The net write-off in
     the second quarter amounted to $493,561.


ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 2001.

The following discussion relates to the results of our operations to date, and
our financial condition:

This prospectus contains forward looking statements relating to our Company's
future economic performance, plans and objectives of management for future
operations, projections of revenue mix and other financial items that are based
on the beliefs of, as well as assumptions made by and information currently
known to, our management. The words "expects, intends, believes, anticipates,
may, could, should" and similar expressions and variations thereof are intended
to identify forward-looking statements. The cautionary statements set forth in
this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.

NATURE OF OPERATIONS

         We are in the development stage. We have two primary lines of business:
Internet Services, and media distribution. The latter is executed via
BijouCafe.com, the equivalent of a movie theater accessible via the World Wide
Web, but which also acts as a distributor of films offline, such as to theaters,
and to video retailers.

BijouCafe

BijouCafe.com is a digital entertainment destination site, among the web's first
and most acclaimed venues for independent and classic films. Bijou Cafe is
produced as an online version of an art-house cinema.

BijouCafe is a developing site for up-coming directors, producers, actors and
small independent films via internet video streaming. The target audience is the
general public who are interested in merging talents in the film industry.

Revenue is based on subscription dues, at this time the Company does not have
any income.


Business Services

  Streamedia Business Services division was aided by the business combination
  with eLeaders, Inc., an acquisition made during the quarter. This division
  markets Internet and intranet broadcasting services to a wide spectrum of
  enterprises, such as, but not limited to, businesses, associations, electronic
  publishers and "off-line" media generators, who are attempting to obtain an
  Internet broadcast presence. We offer Information Technology (IT) consulting
  services to businesses, corporations, and agencies that wish to broadcast or
  otherwise transmit high-quality video and audio over the Internet. Streamedia
  provides complete IT solutions, which integrate with the client's existing
  infrastructure. Streamedia Digital Solutions are a suite of business solutions
  that utilize digital technologies to improve communications between its
  clients and their customers, employees, and others. The business Services
  units also market web design services, web site hosting, email services,
  e-commerce solutions, dialup and broadband connectivity to the general public
  as well as to other businesses.

  Our operations are subject to certain risks and uncertainties, including
  actual and potential competition by entities with greater financial resources,
  experience and market presence, risks associated with the development of the
  Internet markets, risks associated with consolidation in the industry, the
  need to manage growth and expansions, certain technology and regulatory risks
  and dependence upon sole and limited suppliers.

  The accompanying financial statements have been prepared on the basis that we
  will continue as a going concern, which assumes the realization of assets and
  settlement of liabilities in the normal course of business. Since its
  inception, we have been engaged in organizational and pre-operating
  activities. Further, we have generated nominal revenues and incurred
  significant losses.

  Continuation of our existence is dependent upon its ability to obtain
  additional capital, secure and execute strategic alliances to develop and
  sustain profitable operations. The uncertainty related to these conditions
  raises substantial doubt about our ability to continue as a going concern. The
  accompanying financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.


  BUSINESS COMBINATIONS

  Acquisition of eLeaders, Inc.

  In January, Streamedia acquired eLeaders, Inc. (WWW.ELEADERS.COM),
  headquartered in Mineola, NY. Eleaders, provides hosting, Internet access (DSL
  services), and web site design as part of the core consulting services and
  solutions clients' online business. eLeaders, Inc. was founded in 1998.
  eLeaders designs business-to-business solutions to improve supply lines and
  internal communications, and aggregates customers by affinity interests or
  geographic location to amplify marketing results. Its high-speed connectivity
  services and web design capabilities provide an important addition to
  Streamedia's product and service offerings.

  The merger was a stock-for-stock exchange. As such, both companies intend the
  transaction be accounted for as a tax-free organization and pooling of
  interests. Streamedia acquired all of eLeaders' assets, including its web
  hosting and streaming contracts and equipment, DSL contracts and equipment,
  and its Internet and information technology consulting business. As
  consideration, Streamedia gave eLeaders 520,000 shares of Streamedia common
  stock in exchange for all issued and outstanding stock of eLeaders subject to
  adjustments. This agreement was the product of an arms' length negotiation
  with Mr. Richard Mittasch, the sole stockholder of eLeaders. There was no
  material relationship between Streamedia and either eLeaders or Mr. Mittasch
  prior to the acquisition.


Letter of Intent with River Logic, Inc.

On May 14, 2001, we signed a Letter of Intent with River Logic, Inc. of
Massachusetts. The intent is to form a joint company to market their unique
educational system. River Logic is owned in part by Ebsco, a multi billion
dollar leading educational company and Intel. Their system is a building block
for schools and home schooling educational content and retrieval.


Agreement with Applied Digital Technologies

On June 5, 2001, an Agreement was signed with Applied Digital Technologies. The
Agreement calls for an influx of funding to Streamedia, through Applied Digital
Technology. The Agreement states that Applied Digital will receive Fifty
Thousand ($50,000) Dollars and Streamedia will receive Two Hundred Thousand
($200,000) Dollars from a private investor. This Agreement also gives us the
marketing rights of a new technology concerned with live insertion advertising
on the internet.


         Merger with HOA Networks Corp.

  On April 11, 2001, we signed a Plan and Agreement of Merger ("Merger
  Agreement") with HOA Networks and HOA Acquisition Corp. ("HAC"). The
  contemplated merger is between HOA Networks, HOA Acquisition Corp. ("HAC"),
  and our Company. Pursuant to the terms of the Merger Agreement, HOAN will
  merge with HAC with HOAN being the surviving company and all of the capital
  stock of HOAN will be canceled in exchange for stock of the Company. HOAN will
  be the surviving corporation in such merger and the business of the surviving
  company will be conducted under the name of Streamedia Communications, Inc.
  Upon the effective date of the merger, each outstanding share of stock
  beneficially owned by all shareholders excluding principals of HOAN will be
  converted into the common stock of the Company on a 9 for 1 share basis. Each
  outstanding share of common stock beneficially owned by principals will be
  converted as follows: 100% of HOAN shares will be exchanged for 90% shares of
  our Company. It is anticipated that the effective date of the merger will be
  on or about May 21, 2001. As of June 30, 2001, the merger had not been
  completed.

Streamedia  Communications,  Inc. held its Board of Director meeting on Thursday
June 14, 2001. At the meeting,  Mr. Henry Siegel resigned as Interim  President,
his resignation was accepted by the Board of Directors.  Mr. John  Velasco-Mills
was elected president of Streamedia Communications,  Inc. and assumed all duties
in his capacity as President of Streamedia  Communications,  Inc. Mr. James Rupp
also  tendered  his  resignation  as  consultant.  The Board of Directors at the
meeting on Thursday June 14, 2001 also accepted Mr. Rupp's resignation.  On June
15, 2001, the Shareholder Meeting of Streamedia  Communications,  Inc., was held
at the New York offices.  The proposals stated in the proxy were as follows:
 #1.Approval  for  share  consolidation
 #2.Approval  to  amend  the  Articles  of
Incorporation to increase the authorized shares from Twenty Million, One Hundred
Thousand  (20,100,000)  to Fifty Million  (50,000,000)
#3 Approval to merge with HOA Networks Corp

  The Shareholders voted, approved and adopted all three items.

  HOA Networks Corp (HOAN) is multi-faceted communications and entertainment
  Company. HOAN has several subsidiaries. Its primary division, AMC Global. HOA
  Networks was formed in 1986, and is comprised of a group of wholly owned
  private companies that benefit from various revenue sources and, working
  together, has become a "one-stop" entertainment, data and communications
  solution for most end users, from small to large businesses and individuals.
  HOAN consists of six main subsidiaries:

AMC GLOBAL COMMUNICATIONS,  INC., (AMC) is an independent telephone company with
headquarters in Atlanta,  Georgia,  U.S.A.,  founded in July of 1986. AMC, which
sells and services a wide variety of telecommunications equipment.

  WORLD SKYLINE, INC. is a Northern Virginia (Washington D.C. Metro Area) based
  Internet Technology Company founded in 1996, with additional offices in
  Atlanta, Georgia. World Skyline was founded to offer Internet Solutions and
  information technology needs for both Business and Residential markets. The
  company is a full service, one-stop, Internet Service Provider that can
  fulfill all of its clients Information Technology (IT.) needs. World Skyline
  offers a vast array of products ranging from Dial-Up access to Digital
  Subscriber Lines, E-Commerce and Web Hosting solutions and Streaming Media
  services. World Skyline's one-stop approach means support for a wide variety
  of products and services.

  HOA MUSIC, INC., based in New York and Montreal, Canada, owns, produces and
  represents content, from movies to new live concerts and owns music publishing
  and master rights. From the purchase of older catalogs of movies and
  television shows, record catalogs and publishing, to the regular recording and
  filming of new shows; HOA Music is building a audio visual catalog, forming a
  base asset of content for all areas of distribution including Internet, TV,
  radio, broadcast and retail. HOA Music is also representing catalogs on a
  worldwide basis and from the world market, to further offer buyers and
  consumers a large range of product.

  NAMASTE TELEVISION, based in London, England, provides Asian entertainment and
  information through its worldwide cable and satellite broadcast license to UK
  households. The company is now in the process of opening another channel
  devoted to music programming. Namaste will be streamed worldwide through World
  Skyline.

  Securing financing to begin the operating phase

  We completed our Initial Public Offering on December 27, 1999. Prior to this
  date we completed only limited build-out and development of our technological
  infrastructure and recruited only a select few technical and managerial
  employees. Subsequent to the completion of the offering we began an extensive
  effort to develop an infrastructure for video and audio streaming and to
  recruit and hire technical personnel to design, implement, and maintain these
  systems. The initial phase of this build-out was substantially completed in
  the second quarter of 2000.

  Building of streaming infrastructure

  The streaming infrastructure consists of various local and wide area networks
  capable of streaming and storing large amounts of audio and video files. We
  have implemented networked environments for development, staging, and actual
  broadcast to the public over the Internet. The system combines sophisticated
  network architecture to develop and deliver our content as well as a system to
  store files to be streamed.

  Developing and refining our business model

  We devoted time to refining our business model prior to commencing actual
  operations. Our business model has been built around multiple lines of product
  and services with multiple revenue sources. We originally contemplated four
  business lines, which have since been consolidated into two main revenue
  divisions built around the types of clients that each division services. The
  first division, the Streamedia Networks division, consists of the Bijou Cafe
  and targets the Internet user; the second, our Business Services division, is
  aimed at corporate clients.


        Planning and developing our Business Services

  Our business services are designed to provide technology and consulting
  expertise and services to traditional media companies, traditional businesses
  with media assets, and online businesses and web sites. Our Streamedia Digital
  Solutions includes encoding services, digital security, video indexing,
  broadcasting production, web design and back-end technical services. In
  developing our business services area, we have acquired and installed hardware
  and software that allows us to perform these services for other companies.
  During the quarter ended June 30, 2000, we launched the Streamedia Digital
  Solutions, and began producing revenues. The Quarter ending September 30, 2000
  was the first full quarter of operations. The Streamedia Digital Solutions
  provides consulting and design services relating to the construction of
  websites or Internet applications on the World Wide Web.


  RESULTS OF OPERATIONS

         REVENUES.

         Revenues increased by $34,147 or 26% to $164,977 for the six months
         ended June 30, 2001, as compared to $130,830 for the comparable period
         of 2000. Revenues for the six-month periods ended June 30, 2001, were
         primarily generated from our performance of Internet professional
         services, launched in May 2000.

         OPERATING EXPENSES.

Total  operating  expenses  decreased by $2,078,973 or 52% to $1,859,815 for the
six months ended June 30, 2001,  as compared to  $3,938,788  for the  comparable
period of 2000. The decreases in operating  expenses for the three and six month
periods  ended June 30, 2001,  were due to salaries,  consultant fees and other
general and administrative expenses.

         LIQUIDITY AND CAPITAL RESOURCES

The company's cash position decreased $100,054 from a balance of $104,142 at
December 31, 2000 to $4,088 at June 30, 2001. Working capital at December 31,
2000 and June 30, 2001 was negative at $788,5480 and $998,143 respectively. The
company continued to be funded in part through the net proceeds of the exercise
of options aggregating $350,943. The Company expended cash for operations of
$692,170 and purchased property and equipment aggregating $374,935 for the six
months ended June 30, 2001.



         We incurred net losses every quarter since our inception. For the six
         months ended June 30, 2001, we incurred a net loss of $1,763,928, a
         decrease of 53% as compared to a net loss of $3,753,173 for the six
         months ended June 30, 2000. We have financed our operations primarily
         through sales of equity securities and the private placement of debt
         instruments. On September 6, 2000, Streamedia Communications, Inc. sold
         940,000 Shares of Common Stock with net aggregate proceeds to us of
         $931,520 pursuant to a private placement under Regulation D, Rule 506
         of the Securities Act of 1933, as amended.

         From January 13, 1998 (the date of our inception) to September 30,
         2000, we have raised a total of approximately $14 million from the sale
         of common stock and the placement of debt (before underwriting
         discounts and offering costs). We completed our initial public offering
         on December 27, 1999, and repaid $1,878,125 in debt and interest. On
         September 30, 2000, our principal source of liquidity is $910,101 of
         cash and cash equivalents.

         During this fiscal year, we intend to focus our efforts on the
         expansion of our professional services since we believe that it
         represents our best short-term path to profitability. Bijou Cafe or the
         Content portion of the business will be built out more gradually, as
         our resources will be expended on the areas representing the potential
         for greatest return.

         To accomplish these objectives, we may need to:

o Make substantial investments in capital equipment, such as web servers,
storage devices, and other specialized computer and communications equipment,
and

o Hire or otherwise contract with highly specialized personnel to develop,
configure, administer, and operate Web sites, broadcast equipment and
infrastructure for our company and our corporate clients.

We plan to acquire additional content that will be broadcast on the Bijou Cafe.
Current industry conditions render it difficult to secure "exclusive" rights to
numerous classes of content suitable for broadcasting over the Internet. To the
extent to which we cannot capture exclusive broadcast rights, we will be in
competition with other web sites attempting to attract audiences by offering
some of the same programming.

We anticipate that any rise in our industry stature, such as by selling business
to business services, and supplying third party sites with programming, will
assist us to further market business to business professional services, and
thereby proportionately increase our revenue. We expect expenditures to rise in
proportion to each phase of our build out. While we anticipate increased
revenues concurrent with the build out, delays in product development or the
institution of marketing programs could result in the risk of prolonged absence
of revenues, profits, or working capital.

Nevertheless, we believe that to accomplish our business objectives we will have
to continue to expand our operations. However, our limited operating history
makes predictions of our future results of operations difficult to access. To
date, although we are beginning to generate revenues, we may never achieve
profitable operations. Our history of net losses raises doubt about our ability
to continue operations.

We will need to obtain sufficient additional financing or other working capital
to fund our operations. If we do not obtain additional financing or working
capital, our cash and cash equivalents will not be sufficient to meet our
working capital and capital expenditure requirements going forward. We will need
to sell additional equity or debt securities to continue as a going concern.

FACTORS THAT MAY AFFECT OUR  BUSINESS,  FUTURE  OPERATING  RESULTS AND FINANCIAL
CONDITION

  You should carefully consider the risks described below together with all of
  the other information included in this quarterly report on Form 10-Q. The
  risks and uncertainties described below are not the only ones facing our
  company. If any of the following risks actually occurs, our business,
  financial condition or operating results could be harmed. In such case, the
  trading price of our common stock could decline, and you could lose all or
  part of your investment.

WE HAVE A LIMITED  OPERATING  HISTORY,  WHICH MAKES IT DIFFICULT TO EVALUATE OUR
BUSINESS

  We were incorporated in 1998 and have a limited operating history. We have
  limited financial results on which you can assess our future success. Our
  prospects must be considered in light of the risks, expenses and difficulties
  frequently encountered by growing companies in new and rapidly evolving
  markets, such as streaming media software, media delivery systems and
  electronic commerce. To address the risks and uncertainties faced by our
  business, we must:

Establish and maintain broad market acceptance of our products and services and
convert that acceptance into direct and indirect sources of revenues; Maintain
and enhance our brand name; Continue to timely and successfully develop new
products, product features and services and increase the functionality and
features of existing products; Develop and maintain strategic relationships to
enhance the distribution, features and utility of our products and services.

  Our business strategy may be unsuccessful and we may be unable to address the
  risks we face in a cost-effective manner, if at all. If we are unable to
  successfully address these risks our business will be harmed.

  WE HAVE A HISTORY OF LOSSES
  We have incurred significant losses since our inception. We devote significant
  resources to developing, enhancing, selling and marketing our products and
  services. As a result, we will need to generate significant revenues to be
  profitable in the future.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY,  WHICH WOULD LIKELY
CAUSE OUR STOCK PRICE TO FLUCTUATE

  As a result of our limited operating history and the rapidly changing and
  uncertain nature of the markets in which we compete, our quarterly and annual
  revenues and operating results are likely to fluctuate from period-to-period,
  and period-to-period comparisons are not likely to be meaningful. These
  fluctuations are caused by a number of factors, many of which are beyond our
  control. Our future operating results could fall below the expectations of
  public market analysts or investors, which would likely significantly reduce
  the market price of our common stock. Fluctuations in our operating results
  will likely increase the volatility of our stock price. Our research and
  development and sales and marketing efforts, and other business expenditures
  generally, are partially based on predictions regarding certain developments
  for media delivery and digital media distribution. To the extent that these
  predictions prove inaccurate, our revenues may not be sufficient to offset
  these expenditures, and our operating results may be harmed.
  In recent periods, many Internet-related companies have experienced financial
  difficulties, in part as a result of their inability to access capital from
  financial markets. This has directly or indirectly impacted our current and
  prospective customers. The result is that some of these companies have ceased
  operations, some are continuing to experience financial difficulty, and sales
  cycles for some of our customers and potential customers have taken longer to
  close than in the past. In the event that a substantial number of our current
  or potential customers experience financial difficulties in the future, our
  ability to increase or maintain sales to such customers will be adversely
  affected and our ability to generate revenues from these companies will also
  be adversely impacted.


  WE MAY BE UNABLE TO SUCCESSFULLY COMPETE IN PARTS OF OUR BUSINESS
  Media Hosting. Our media hosting service competes with a variety of companies
  that provide streaming media hosting and broadcast services. These companies
  include Yahoo! Broadcast Services (formerly Broadcast.com), Akamai and other
  emerging broadcast networks. Some of these competitors offer other services
  that we do not offer. We may not establish or sustain our competitive position
  in this market segment.


  OUR INDUSTRY IS EXPERIENCING CONSOLIDATION THAT MAY INTENSIFY COMPETITION
  The Internet and media distribution industries have recently experienced
  substantial consolidation and a proliferation of strategic transactions. We
  expect this consolidation and strategic partnering to continue. Acquisitions
  or strategic relationships could harm us in a number of ways. For example:
Competitors could acquire or enter into relationships with companies with which
we have strategic relationships and discontinue our relationship, resulting in
the loss of distribution opportunities for our products and services or the loss
of certain enhancements or value-added features to our products and services;

Suppliers of important or emerging technologies could be acquired by a
competitor or other companies, which could prevent us from being able to utilize
such technologies in our offerings, and disadvantage our offerings relative to
those of competitors;

A competitor could be acquired by a party with significant resources and
experience that could increase the ability of the competitor to compete with our
products and services; and Other companies with related interests could combine
to form new, formidable competition, which could preclude us from obtaining
access to certain markets or content, or which could dramatically change the
market for our products and services.


  WE DEPEND ON KEY PERSONNEL WHO MAY NOT CONTINUE TO WORK FOR US

  Our success substantially depends on the continued employment of our executive
  officers and key employees. The loss of the services of any of our other
  executive officers or key employees could harm our business. If any of these
  individuals were to leave us, we could face substantial difficulty in hiring
  qualified successors and could experience a loss in productivity while any
  such successor obtains the necessary training and experience. None of our
  executive officers has a contract that guarantees employment. We do not
  maintain "key person" life insurance policies. If we do not succeed in
  retaining and motivating existing personnel, our business could be harmed.

OUR FAILURE TO ATTRACT,  TRAIN OR RETAIN HIGHLY  QUALIFIED  PERSONNEL COULD HARM
OUR BUSINESS

  Our success also depends on our ability to attract, train and retain qualified
  personnel in all areas, especially those with management and product
  development skills. In particular, we must hire additional experienced
  management personnel to help us continue to grow and manage our business, and
  skilled software engineers. At times, we have experienced difficulties in
  hiring personnel with the proper training or experience, particularly in
  technical areas. If we do not succeed in attracting new personnel or retaining
  and motivating our current personnel, our business could be harmed. In making
  employment decisions, particularly in the Internet and high-technology
  industries, job candidates and even our current personnel often consider the
  value of stock options they may receive in connection with their employment.
  As a result of recent volatility in our stock price, we may be disadvantaged
  in competing with companies that have not experienced similar volatility or
  that have not yet sold their stock publicly.

  POTENTIAL ACQUISITIONS INVOLVE RISKS WE MAY NOT ADEQUATELY ADDRESS
  As part of our business strategy, we have acquired technologies and businesses
  in the past, and intend to continue to do so in the future. The failure to
  adequately address the financial, legal and operational risks raised by
  acquisitions of technology and businesses could harm our business. Acquisition
  or business combination transactions are accompanied by a number of
  significant risks. Financial risks related to acquisitions may harm our
  financial position, reported operating results or stock price, and include:
Potentially dilutive issuances of equity securities; Use of cash resources; The
incurrence of additional debt and contingent liabilities;
Large write-offs and difficulties in assessment of the relative percentages of
in-process research and development expense that can be immediately written off
as compared to the amount which must be amortized over the appropriate life of
the asset; and Amortization expenses related to goodwill and other intangible
assets.

  Acquisitions also involve operational risks that could harm our existing
  operations or prevent realization of anticipated benefits from an acquisition.
         These operational risks include:
Difficulties in assimilating the operations, products, technology, information
systems and personnel of the acquired company; Diversion of management's
attention from other business concerns and the potential disruption of our
ongoing business; The difficulty of incorporating acquired technology or content
and rights into our products and services and unanticipated expenses related to
such integrations; Impairment of relationships with our employees, affiliates,
advertisers and content providers; The assumption of known and unknown
liabilities of the acquired company; Entrance into markets in which we have no
direct prior experience; and Loss of key employees of the acquired company.

THE GROWTH OF OUR  BUSINESS  DEPENDS ON THE  INCREASED  USE OF THE  INTERNET FOR
COMMUNICATIONS, ELECTRONIC COMMERCE AND ADVERTISING

  The growth of our business depends on the continued growth of the Internet as
  a medium for communications, electronic commerce and advertising. Our business
  will be harmed if Internet usage does not continue to grow, particularly as a
  source of media information and entertainment and as a vehicle for commerce in
  goods and services. Our success also depends on the efforts of third parties
  to develop the infrastructure and complementary products and services
  necessary to maintain and expand the Internet as a viable commercial medium.
  We believe that other Internet-related issues, such as security, privacy,
  reliability, cost, speed, ease of use and access, quality of service and
  necessary increases in bandwidth availability, remain largely unresolved and
  may affect the amount and type of business that is conducted over the
  Internet, and impact our ability to sell our products and services and
  ultimately impact our business results. If Internet usage grows, the Internet
  infrastructure may not be able to support the demands placed on it by such
  growth, specifically the demands of delivering high-quality media content. As
  a result, its performance and reliability may decline

OUR DIRECTORS AND EXECUTIVE OFFICERS  BENEFICIALLY OWN A LARGE PERCENTAGE OF OUR
STOCK;  THEIR  INTERESTS COULD CONFLICT WITH YOURS;  SIGNIFICANT  SALES OF STOCK
HELD BY THEM COULD HAVE A NEGATIVE EFFECT ON OUR STOCK PRICE; SHAREHOLDERS MAYBE
UNABLE TO EXERCISE CONTROL

  Our executive officers, directors and affiliated persons will have significant
influence to:

Elect or defeat the election of our directors;
Amend or prevent amendment of our articles of incorporation or bylaws; Effect or
prevent a merger, sale of assets or other corporate transaction; and Control the
outcome of any other matter submitted to the shareholders for vote.

  Management's stock ownership may discourage a potential acquirer from making a
  tender offer or otherwise attempting to obtain control of Streamedia, which in
  turn could reduce our stock price or prevent our shareholders from realizing a
  premium over our stock price.


  OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE
  The trading price of our common stock has been and is likely to continue to be
  highly volatile. Our stock price could be subject to wide fluctuations in
  response to factors such as:

Actual or anticipated variations in quarterly operating results;
Announcements of technological innovations, new products or services by our
competitors; or us Changes in financial estimates or recommendations by
securities analysts; The addition or loss of strategic relationships or
relationships with our key customers; Conditions or trends in the Internet,
streaming media, media delivery and online commerce markets; Changes in the
market valuations of other Internet, online service or software companies;
Announcements by us or our competitors of significant acquisitions, strategic
partnerships, joint ventures or capital commitments; Legal, regulatory or
political developments; Additions or departures of key personnel; Sales of our
common stock; and

You should note that an investment in our common stock involves certain risks
and uncertainties that could affect our future business success or financial
results. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including those
set forth in "Factors That May Affect Our Business, Future Operating Results and
Financial Condition" and elsewhere in this Quarterly Report on Form 10-Q.

  We believe that it is important to communicate our expectations to our
  investors. However, there may be events in the future that we are not able to
  predict accurately or over which we have no control. Before you invest in our
  common stock, you should be aware that the occurrence of the events described
  in the "Factors That May Affect Our Business, Future Operating Results and
  Financial Condition" and elsewhere in this Quarterly Report on Form 10-Q could
  materially and adversely affect our business, financial condition and
  operating results. We undertake no obligation to publicly update any
  forward-looking statements for any reason, even if new information becomes
  available or other events occur in the future.


  OTHER INFORMATION


  LEGAL PROCEEDINGS

  From time to time, we have been threatened with or named as a defendant in
  lawsuits. From time to time we receive communications from third parties
  asserting breach of agreements and other claims. Our Company currently has
  been named in two such events that are required to be disclosed under the
  securities laws. There can be no assurance that litigation will not be
  commenced regarding these or other matters. The two legal events are as
  follows:

  Dynax Solutions, Inc., has filed suit against our Company, alleging that we
  breached a service contract and owe Dynax approximately $56,000. We have filed
  an answer; generally denying the allegations made by Dynax, and has filed a
  counterclaim, alleging damages against Dynax in excess of $150,000. Our
  Company believes that the suit, as alleged in the complaint that Dynax filed,
  is without merit and our Company intends to defend the action vigorously.

  Vignette Corporation ("Vignette") has filed suit against our Company, alleging
  that we entered into an agreement for Vignette to provide certain products and
  services to the Company. Vignette alleges that we refused to pay approximately
  $114,000 that Vignette claims is owed to it. Our Company, without admitting
  any liability regarding the claim by Vignette, currently is attempting to
  settle the matter.

  On March 20, 2001, we received notice from the NASDAQ Listings Qualifications
  Panel that its common stock would no longer be listed on the NASDAQ SmallCap
  Market effective with the close of business on March 28, 2001. The panel's
  action was based on our inability to maintain a minimum bid price of $1.00
  over the previous 30 consecutive trading days.

  On May 4, 2001, we announced that we had been notified that, besides its bid
  price deficiency, we currently do not currently comply with the net tangible
  assets/market capitalization/income requirement as set forth in NASDAQ
  Marketplace Rule 4310(c)(2)(B). We had a hearing before the NASDAQ listing and
  qualification staff on May 10, 2001. Our Company was not delisted at that
  hearing. The Listing Qualification Panel will continue to review our listing
  qualifications. On June 8, 2001, we were delisted from The NASDAQ Stock
  Market, due in part to late filings of the 10Q's

  We are not involved in any other legal matters that our Company believes
  would, if adversely determined, have a material adverse effect upon its
  business or results of operations. There can be no assurance whether these
  matters will be determined in a manner that is favorable to our Company or, if
  adversely determined, whether such determination would have a material adverse
  effect upon our business, financial condition or results of operations.




  CHANGES IN SECURITIES AND USE OF PROCEEDS


  RECENT SALES OF UNREGISTERED SECURITIES

         NOTES PAYABLE

  On March 2, 2001 and February 21, 2001, we issued promissory notes aggregating
  approximately $50,000 and $97,879, respectively, bearing interest at the rate
  of 10% per annum from the date of the promissory note or before the sooner of
  (i) ninety days after the date of the promissory note or (ii) forty-five days
  after written demand is made by the holder of the note. These promissory notes
  are collateralized by 913,600 shares of our Company's unregistered, restricted
  common stock. The proceeds were used for working capital purposes.


OTHER INFORMATION


         EXHIBITS AND REPORTS ON FORM 8-K


         On January 9, 2001, we filed an 8-K reflecting that we acquired
         eLeaders, Inc. (www.eleaders.com) ("eLeaders"), of Minneola, NY.
         eLeaders provides hosting, Internet access (DSL services), and web site
         design services.

         The filing also noted that Streamedia signed a letter of intent to
         merge eSynch Corp. ("eSynch"). eSynch offers media infrastructure
         delivery tools and services for the streaming video marketplace.
         According to terms of the letter of intent, eSynch would have become a
         wholly owned subsidiary of Streamedia. The intent to this transaction
         was subsequently mutually rescinded.

         A Form 8-K filed on March 14, 2001 noted that, based on the analysis of
         the available financial information concerning eLeaders, Inc.
         (eLeaders), the Board of Directors determined that the acquisition of
         eLeaders does not constitute an acquisition of a significant amount of
         assets. Upon further review of the acquisition, we did not at that time
         decide whether to treat the transaction as a pooling or a purchase.

         On March 9, 2001, Streamedia Communications, Inc., held a special
         meeting of the board of directors. At that meeting, by a majority vote,
         the board agreed to remove Gayle Essary from his position as a director
         and Vice President of Streamedia Communications, Inc.

PROXY FILINGS

         We filed preliminary proxy materials with the Commission on March 23,
         2001, giving notice regarding a special meeting to solicit approval for
         a reverse split of our common stock. We filed a revision of the
         preliminary proxy materials on May 3, 2001. We amended the proxy
         statement to add two additional proposals. The first new proposal seeks
         shareholder approval to increase the number of authorized shares of our
         Company to 50 million shares. The second new proposal seeks shareholder
         approval to approve and adopt the agreement to merge with and into HOA
         Networks, Inc.







     SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
     caused this report to be signed on its behalf by undersigned, thereunto
     duly authorized.

                                    Streamedia Communications, Inc.
     Date: August 29, 2001          By: /s/ John Velasco-Mills

                                    John Velasco-Mills, President