<PAGE>

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

                                   FORM 10-QSB

(Mark One)

         [X]      Quarterly Report under Section 13 or 15(d) of the Securities
                  Exchange Act of 1934

         For the quarter period ended September 30, 2000

         [   ]    Transition Report Pursuant to Section 13 or 15(d) of the
                  Exchange Act

         For the transition period from _________ to _________

         Commission File number 001-15385

                                 UDATE.COM, INC.

             (Exact name of registrant as specified in its charter)

             California                             330835561
      (State of incorporation)            (IRS Employer Identification No.)

                     New Enterprise House, St Helens Street,
                             Derby, England DE1 3GY
                    (Address of principal executive offices)

                                 (877) 815-2955
                         (Registrant's telephone number)

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

As of November __, 2000, there were 18,255,000 shares of registrant's Common
Stock, $0.001 par value, outstanding.


<PAGE>



                        UDATE.COM, INC. AND SUBSIDIARIES
                                      INDEX

                          PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                             Page No.
<S>           <C>                                                                            <C>

Item 1.       Financial Statements:

              Condensed Consolidated Balance Sheets -
              September 30, 2000 and March 1, 2000                                                3

              Condensed Consolidated Statements of Operations -
              Three and Seven Months ended September 30, 2000 and 1999                            4

              Condensed Consolidated Statements of Cash Flows -
              Three and Seven Months ended September 30, 2000 and 1999                            5

              Notes to Condensed Consolidated Financial Statements                                6

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                                11

                           PART II. OTHER INFORMATION

Item 1.       Legal Proceedings                                                                  31

Item 2.       Changes in Securities                                                              31

Item 3.       Defaults upon Senior Securities                                                    31

Item 4.       Submission of Matters to a Vote of Security Holders                                31

Item 5.       Other Information                                                                  31

Item 6.       Exhibits and Reports on Form 8-K                                                   32

              Signatures                                                                         33

</TABLE>



                                       2
<PAGE>




                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                 UDATE.COM, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                       September 30,             March 1,
                                                                           2000                  2000
                                                                       -------------             -----------
                                                                       (UNAUDITED)
<S>                                                                    <C>                       <C>
ASSETS
Current assets:
         Cash                                                           $  2,913,985               $   6,460
         Trade accounts receivable                                            83,255                   6,318
         Due from officers and employees                                      26,142                   7,894
         Prepaid expenses and other current assets                           359,831                  18,753
                                                                       -------------             -----------
Total current assets                                                       3,383,213                  39,425
                                                                       -------------             -----------
         Plant and equipment
         Computer and office equipment                                     1,790,194                 288,523
         Less:  Accumulated depreciation                                     354,649                 156,020
                                                                       -------------             -----------
         Net computer and office equipment                                 1,435,545                 132,503
                                                                       -------------             -----------
Total assets                                                              $4,818,758                $171,928
                                                                       =============             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
         Current portion of obligations under capital leases            $     70,177               $  78,149
         Accounts payable and accrued liabilities                          1,397,896                  83,570
         Deferred revenue                                                    376,670                  22,926
         Amounts due to officers and directors                                     0                 235,765
         Other current liabilities                                           229,578                 176,814
                                                                          ----------                 -------
Total current liabilities                                                 $2,074,321                $597,224
                                                                           =========                 =======
         Obligations under capital leases, excluding
         current portion                                                      29,039                  63,945
                                                                         -----------                --------
                                                                              29,039                  63,945
                                                                         -----------                --------
Total liabilities                                                         $2,103,360                $661,169
                                                                       =============             ===========
Stockholders' equity:
         Common stock, $.001 par value at September                           18,255                     167
         30, 2000, 1 Pound Sterling par value at September 30, 1999.
         Authorized 50,000,000 and 1,000, respectively. Issued and
         outstanding 18,255,000 shares in 2000, 100 in 1999.
         Additional paid-in capital                                        7,511,734                       0
         Retained earnings                                                (4,856,184)               (506,088)
         Accumulated other comprehensive income -                             41,593                  16,680
         cumulative translation adjustment
                                                                       -------------             -----------
         Total stockholders' equity                                        2,715,398                (489,241)
         Commitments and contingencies                                             0                       0
                                                                       -------------             -----------
Total liabilities and stockholders' equity                                $4,818,758               $ 171,928
                                                                       =============             ===========

</TABLE>


                                       3
<PAGE>


                                 UDATE.COM, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  Three Months Ended                  Seven Months Ended
                                                     SEPTEMBER 30,                        SEPTEMBER 30
                                                 -----------------------          -------------------------
                                                     2000           1999               2000          1999
                                                     ----           ----               ----          ----
<S>                                            <C>               <C>               <C>           <C>

Sales                                         $    541,690 $       39,889        $    704,589 $     52,620
Operating expenses
     Selling general and admin expenses          1,619,988         30,118           2,364,519       70,648
     Advertising                                 2,078,674              0           2,765,725        6,569
                                                ----------   ------------          ----------   ----------
Total operating expenses                         3,698,662         30,118           5,130,244       77,217

Net operating income/(loss)                     (3,156,972)         9,771          (4,425,655)     (24,597)

Interest income                                     57,522              0              85,660            0
Interest expense                                     2,543             86              10,101          760

Income/(loss) before income taxes               (3,101,993)         9,685          (4,350,096)     (25,357)

Income taxes                                             0              0                   0            0

Net income/(loss)                             $(3,101,993) $        9,685        $ (4,350,096) $   (25,357)
                                               ===========  =============         ===========  ===========

Basic and diluted earnings/(loss)                   (0.17)           0.00               (0.28)        0.00
per share

Weighted average number of shares               18,255,000     10,711,835          15,376,692   10,711,835
used in calculation of basic and
diluted earnings/(loss) per share

</TABLE>



                                       4
<PAGE>




                                 UDATE.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  Three Months Ended                 Seven Months Ended
                                                     SEPTEMBER 30,                       SEPTEMBER 30
                                                 -----------------------          -------------------------
                                                  2000            1999                2000          1999
                                                  ----            ----                ----          ----
<S>                                           <C>                 <C>            <C>              <C>
Net income/(loss)                             $ (3,101,993)        $9,685        $ (4,350,096)    $(25,357)
Adjustments to reconcile net income/
(loss) to net cash provided by operating
     activities:
Depreciation of plant and equipment                139,671         14,792             205,888       34,533
Increase in trade accounts receivable,
     amounts due from officers and
     employees and prepaid expenses
     and other assets                             (261,161)        (2,556)           (436,263)      (4,878)
Increase in accounts payable and
     accruals, deferred income, amounts
     due to officers and directors and other
     creditors                                     958,567         (4,927)          1,343,636        7,427
                                             -------------       --------        ------------    ---------
Net cash provided by/(used in)
     operating activities                       (2,264,916)        16,994          (3,236,835)      11,725
Cash flows provided by/(used in)
     investing activities:
Cash acquired with uDate.com, Inc.                       0              0              50,923            0
Capital expenditures, including interest
     capitalized                                (1,220,153)             0          (1,508,930)           0
                                               -----------    -----------       -------------   ----------
Net cash used in investing
     activities                                 (1,220,153)             0          (1,458,007)           0
                                               -----------    -----------       -------------   ----------
Cash flows provided by/(used in)
     financing activities:
Principal payments on under capital
     lease obligations                             (20,599)             0             (42,878)           0
Change in bank overdraft                                 0         (7,670)                  0       (2,401)
Proceeds from issuance of common
     stock                                               0              0           7,635,580            0
Exchange difference proceeds from
     issuance of common stock                            0              0               9,665            0
                                           ---------------    -----------       -------------  -----------
Net cash provided by/(used in)
     financing activities                          (20,599)        (7,670)          7,602,367       (2,401)
                                               -----------       --------          ----------     --------
Net increase/(decrease) in cash
     and cash equivalents                       (3,505,668)         9,324           2,907,525        9,324
Cash and cash equivalents at
     beginning of period                         6,419,653              0               6,460            0
                                               -----------       --------        ------------     --------
Cash and cash equivalents at end
of period                                       $2,913,985         $9,324          $2,913,985       $9,324
                                                 =========          =====           =========        =====

</TABLE>

                                       5
<PAGE>


                                 UDATE.COM, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION

The accompanying interim unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with Rule 10-01 of Regulation S-X.
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, the accompanying interim unaudited condensed
consolidated financial statements contain all material adjustments consisting
only of normal recurring adjustments necessary to present fairly the financial
condition, the results of operations, the changes in stockholders' equity and
cash flows of uDate.com, Inc. for the interim periods presented.

The results of the three months ended September 30, 2000 are not necessarily
indicative of the results of operations for the full year. These interim
unaudited condensed consolidated financial statements and related footnotes
should be read in conjunction with the financial statements and footnotes
thereto included in the Company's Form 8-K/A filed with the Commission in August
2000.

NOTE 2.  REVERSE ACQUISITION

On May 23, 2000, Anthem Recording West, Inc. ("Anthem") issued 10,925,000 shares
of Common Stock in exchange for all of the outstanding shares of capital stock
of uDate.com, Ltd. (formerly Icebreaker Personal Network Ltd.), an English
corporation (subsequently renamed"uDate.com, Ltd.") and its parent company,
Internet Investments Inc., a Bahamian corporation ("Internet Investments Inc."),
(the "Share Exchange Transaction") pursuant to the terms of a Share Exchange
Agreement dated as of May 23, 2000 (the "Share Exchange Agreement"). Following
the Share Exchange Transaction, Anthem changed its name to uDate.com, Inc. The
Share Exchange Transaction resulted in the former shareholders of Internet
Investments Inc., and uDate.com, Ltd. controlling an aggregate of approximately
60% of the issued and outstanding shares of Common Stock of uDate.com, Inc.
pursuant to the Share Exchange Agreement. uDate.com, Inc. and its subsidiaries
Internet Investments Inc. and uDate.com Ltd are referred to herein as the
"Company". The Share Exchange Transaction is described, and the Share Exchange
Agreement is included, in a Current Report on Form 8-K filed with the Commission
on June 9, 2000, as amended by a Current Report on Form 8-K/A filed with the
Commission in August 2000.

As part of the share exchange transaction, the Company raised new capital in the
amount of $7,500,000 through a concurrent private placement of 1,000,000 units
at $7.50 per unit. Each unit consists of one share of common stock of the
Company and one warrant to purchase one-half of a share of common stock at $7.50
per share if exercised within the first year after issuance and $10.00 per
share if exercised in the second year. If not exercised within two years, the
warrants terminate.

Since the legal acquirer, uDate.com, Inc., had no operations and the
stockholders in uDate.com Limited now own the majority of the shares in the
Company, the accounting for this transaction is to treat uDate.com Limited as
the accounting acquirer. The historical figures presented in these financial
statements are therefore those of uDate.com Limited. The fair value of the net
tangible liabilities of Anthem on May 23, 2000 ($105,758) were recorded as a
reduction of the shareholders equity of uDate.com ltd. No goodwill was recorded
in connection with this transaction. The Consolidated


                                       6
<PAGE>

Statement  of  Operations  for the three  month and seven  month  periods  ended
September 30, 2000 incorporate the results of the consolidated  Company from May
23, 2000.

NOTE 3.  NATURE OF BUSINESS

uDate.com Limited, which currently comprises all of the Company's operations, is
a UK based Company providing internet dating services on a global basis. The
Company is a technology business with primary operations consisting of a high
quality, Internet based, Introduction, Matchmaking, Relationship and Dating
Website. Our Website can be found using the URL http://www.udate.com.

Revenues are derived principally from the sale of membership subscriptions that
allow a paying member to contact and communicate with other members using the
Web Site's private email and messaging services. In addition, the Company began
selling advertising space on its web site in July 2000

NOTE 4.  LIQUIDITY

As of September 30, 2000, the Company had $2,913,985 of cash which was primarily
raised from a recent equity offering. The Company believes that this cash will
be sufficient to meet its liquidity needs for the next 12 months and,
accordingly, has prepared its financial statements assuming that the Company
will continue as a going concern. However, the Company is in a growth stage and
it has experienced losses of $3,101,993 for the three month period ended
September 30, 2000 and $271,069 for the eleven month period ended March 1, 2000
and negative cash flows from operations over those periods of approximately
$3,165,000. If its operating results and cash flows from operations improve at a
slower rate than is anticipated, the Company may need additional funding to meet
its working capital needs. If additional funds are needed, the Company may seek
additional financing through issuance of debt or by raising additional equity
capital in the future. There can be no assurance that such financing will be
available or, if it is available, that it will be on terms favorable to the
Company.

NOTE 5.  SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION POLICY

The financial statements have been prepared on a consolidated basis. All
significant intercompany balances and transactions have been eliminated in the
consolidated financial statements.

USE OF ESTIMATES

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

REVENUE RECOGNITION

Revenue is currently derived from subscriptions to the services offered by the
Company. Previously, it was possible to purchase memberships for periods of one,
three, six or twelve months, but as from mid-September, this was limited to a
maximum of two months. Payment is made by the subscriber in advance, usually by
credit card. The revenue received is deferred and recognised on a straight line
basis over the period of each subscription.

                                       7
<PAGE>

Deferred revenue comprises of subscription income to be earned in the future on
agreements in existence and billed for at the balance sheet date.

FIXED ASSETS

Fixed assets are recorded at cost. Depreciation is calculated on a straight line
basis to write off the cost of fixed assets over their estimated useful lives as
follows::
<TABLE>
         <S>                                 <C>
         Office equipment                    4 years
         Computer equipment                  2 to 3 years
</TABLE>

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments that have an original
maturity of three months or less to be cash equivalents.

FOREIGN CURRENCY TRANSLATION

The Company considers the US dollar to be the functional currency of its UK
operations. This represents a change from the previous quarter since much of the
Company's expenditure is now in dollars and the Company plans a move towards
invoicing in dollars in the near future.

Previously, the Company considered the pound sterling to be the functional
currency of its UK operations. The reporting currency of the Company is the
US dollar; accordingly, all amounts included in the consolidated financial
statements were translated into US dollars.

All assets and liabilities were translated into US dollars using the exchange
rates in effect on reporting dates for assets and liabilities. Income and
expenses were translated at average rates in effect for the periods presented.

The cumulative currency translation adjustment was reflected as a separate
component of stockholders' equity on the consolidated balance sheet.

INCOME TAXES

The Company records income taxes using the asset and liability method. Deferred
tax assets and liabilities are recognised for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carry forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognised in income in the period that includes the enactment date.

Valuation allowances are recognised for deferred tax assets, if it is considered
more likely than not, that all or some portion of the deferred tax assets will
not be realized. Income tax expense is tax payable for the current period and
the change during the year in deferred tax assets and liabilities.


                                       8
<PAGE>


ADVERTISING COSTS

Advertising costs are generally expensed as incurred. Advertising costs which
relate to future periods are included on the balance sheet in prepaid expenses
and expensed in the period that the advertising first takes place.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company's financial instruments, including cash and cash equivalents,
accounts receivable, and accounts payable are carried at cost, which
approximates their fair values because of the short term nature of these
instruments. The carrying value of the Company's capital lease obligations
approximate fair value because the interest rates approximate the Company's
current market rates.

STOCK-BASED COMPENSATION

The Company accounts for its stock-based awards in accordance with the intrinsic
value method established by APB Opinion No., 25 "Accounting for Stock Issued to
Employees". No compensation expense is recognized for stock options granted when
the exercise price of these options granted is equal to or greater than the fair
market value of the Company's stock at the date of grant. The Company has also
adopted the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based
Compensation".

LEASES

Assets acquired under capital leases are capitalized as fixed assets and
amortized over the asset's economic useful life, or over the period of the
lease, whichever is the shorter period. Full provision is made for the capital
cost outstanding on each asset so acquired, the interest element being written
off as incurred.

All other leases are accounted for as `operating leases' and the rental charges
are charged to expense on a straight line basis over the life of the lease.

NOTE 6.  EARNINGS PER SHARE

Basic earnings (loss) per share (EPS) is computed by dividing income available
to common shareholders by the weighted average number of common shares
outstanding for the period, excluding the effect of any dilutive potential
common stock. Diluted EPS reflects the potential dilution in the earnings of an
entity that could occur as a result of any potential common stock outstanding
during the period. For the periods presented herein, basic EPS is the same as
diluted EPS since the Company reported a net loss for each period (i.e.
1,150,000 potential common shares related to employee stock options and 500,000
potential common shares related to warrants were excluded from the EPS
calculations since their impact was anti dilutive).
<TABLE>
<CAPTION>

                                                 Three Months Ended                  Seven Months Ended
                                                  SEPTEMBER 30,                         SEPTEMBER 30
                                                -----------------                     -----------------
                                                2000            1999                  2000         1999
                                                ----            ----                  -----        ----
<S>                                        <C>            <C>                 <C>              <C>
Basic and diluted earnings per share
Net profit/(loss)                          $(3,101,993)   $       9,685       $ (4,350,096)    $   (25,357)
Weighted average number of
     common shares outstanding              18,255,000       10,711,835         15,376,692      10,711,835
Net profit/(loss) per common share               (0.17)            0.00              (0.28)          (0.00)
</TABLE>


                                       9
<PAGE>


NOTE 7.  SHARE OPTION AGREEMENTS

The Company granted stock options to certain officers of the Company as follows:

            (i) To purchase 1,000,000 shares of common stock at an exercise
price of $7.50 per share. 50% of the options vest on May 10, 2001 and 50% vest
evenly over the following twelve months.

            (ii) To purchase 150,000 shares of common stock at an exercise price
of $5.00 per share. These options vest over a period of 360 days from June 21,
2000.

NOTE 8.  STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                   Accumulated
                                                                                   other              Total
                                 Number      Common       Additional   Retained    comprehensive    stockholders'
                                 of shares   stock        capital      earnings    income             equity
<S>                              <C>         <C>         <C>           <C>         <C>              <C>

Balance at March 1, 2000         10,711,835    $   167   $        0    $  (506,088)  $   16,680     $  (489,241)
Net loss to June 30, 2000                                               (1,248,103)                  (1,248,103)
Net exchange differences
on translation of sterling to
US $                                                                                     24,913           24,913
                                                                                                  --------------
Comprehensive net loss                                                                                (1,233,190)

Shares issued in connection with:

Offer to new investors in
uDate.com Limited                   213,165                 223,880                                      223,880
Reverse Acquisition and
Share reorganization              7,330,000     18,088    7,287,854                                    7,305,942
                                --------------------------------------------------------------------------------
Balances at June 30, 2000        18,255,000     18,255    7,511,734     (1,754,191)      41,593        5,817,391
Net loss to September
30, 2000                                                                (3,101,993)                  (3,101,993)
Balances at September
30, 2000                         18,255,000    $18,255   $7,511,734    $(4,856,184)     $41,593       $2,715,398

</TABLE>



                                       10
<PAGE>


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

This Item 2, as well as other portions of this document, includes certain
forward-looking statements about the business, revenues, expenditures and
operating and capital requirements of uDate.com, Inc. (formerly Anthem Recording
West, Inc.) (the "Company" or "us"). In addition, forward-looking statements may
be included in various other Company documents to be issued concurrently or in
the future and in oral or other statements made by representatives of the
Company to investors and others from time to time. Such statements are based
upon current expectations, assumptions, estimates and projections about the
Company and our industry. These forward-looking statements involve risks and
uncertainties. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. For example,
words such as "may," "will," "should," "estimates," "predicts," "potential,"
"continue," "strategy," "believes," "anticipates," "plans," "expects,"
"intends," and similar expressions are intended to identify forward-looking
statements. The Company's actual results and the timing of certain events could
differ significantly from those anticipated in such forward-looking statements.
Such risks include, among others

        - the Company's liquidity,
        - significant variability in operating results, including variability in
          revenues and expenses,
        - fluctuating demand for new and established products and services,
        - dependence on development of new products and services,
        - increasing expenses for marketing and development of new products and
          services,
        - historical lack of profitability,
        - rapid technological change that affects the ability of the Company to
          respond to customer or market demands,
        - risks associated with global operations,
        - the continued and future acceptance of the Company's products and
          services,
        - the rate of growth in the Company's industries,
        - the presence of competitors with greater technical, marketing and
          financials resources, and
        - the ability of the Company to successfully expand its operations.

         Any of such statements and this discussion should be read in
conjunction with the discussion of "Risk Factors" in this Item 2 and the
Company's audited consolidated financial statements, including the notes
thereto, included in the annual report of Anthem Recording West, Inc for the
fiscal year ended December 31, 1999, on Form 10-KSB filed with the Commission on
April 14, 2000, as amended by Forms 10-KSB/A filed with Commission on May 23,
2000 and May 26, 2000, the audited financial statements, including the notes
thereto, and pro forma consolidated financial statements included in the Report
on Form 8-K/A filed with the Commission on August 14, 2000 in connection with
the merger of Anthem Recording West, Inc and uDate.com, Ltd., the 10QSB filed
with the Commission on August 14, 2000 as amended by Form 10QSB/A filed with the
commission on September 7, 2000 and the Condensed Consolidated Financial
Statements and the related Notes to Condensed Consolidated Financial Statements
included in Item 1 of this Quarterly Report on Form 10-QSB. The company
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.


                                       11
<PAGE>


OVERVIEW

         uDate.com, Inc., formerly Anthem Recording West, Inc., was incorporated
in California on January 4, 1999 and originally was organized to provide
representation and other services to musical artists such as songwriters and
performers. However, the Company had minimal operations and earnings, and
minimal business prospects, prior to May 23, 2000. The former management of the
Company determined that the business model of the Company was not successful and
sought to combine with or acquire a new business.

         On May 23, 2000, the Company issued 10,925,000 shares of Common Stock
in exchange for all of the outstanding shares of capital stock of uDate.com,
Ltd. (formerly Icebreaker Personal Network Ltd.), an English corporation
("uDate.com, Ltd.") and its parent company, Internet Investments Inc., a
Bahamian corporation ("Internet Investments Inc.") (the "Share Exchange
Transaction"), pursuant to the terms of a Share Exchange Agreement dated as of
May 23, 2000 (the "Share Exchange Agreement"). At the consummation of the Share
Exchange Transaction, the former shareholders of Internet Investments Inc. held
approximately 60% of the issued and outstanding shares of Common Stock of the
Company. The Share Exchange Transaction is described, and the Share Exchange
Agreement is included, in a Current Report on Form 8-K filed with the Commission
on June 9, 2000, as amended by a Current Report on Form 8-K/A filed with the
Commission on August 14, 2000.

         Atlas Trust Company (Jersey) Limited, as trustee of Internet
Investments Inc. Employees Benefits and Shares Trust, the former sole
shareholder of Internet Investments Inc., now holds a majority (58.6789%) of the
issued and outstanding shares of Common Stock of the Company. Immediately prior
to the Share Exchange Transaction, the prior members of the Board of Directors
resigned and appointed Melvyn Morris, Howard Thacker, Geoff Shingles and Ken
Olisa as directors of the Company. The previous officers of the Company also
resigned and Mr. Morris and Mr. Thacker were appointed officers of the Company.

         uDate.com, Ltd. was formed in February 1998 in England as "Icebreaker
Personal Network Ltd." uDate.com, Ltd. is in the business of providing high
quality Introduction, Matchmaking, Relationship and Dating Services to Internet
users. Internet Investments Inc. was formed in the Bahamas in February 1998.
Prior to the Exchange Transaction, Internet Investments Inc. owned over 98% of
the capital stock of uDate.com, Ltd.

         The Share Exchange Transaction also provided the Company with working
capital in the amount of $7,500,000 through a concurrent private placement of
1,000,000 units at $7.50 per unit. Each unit consists of one share of common
stock of the Company and a warrant to purchase one-half of a share of common
stock at $7.50 per share if exercised within the first year after issuance and
$10.00 per share if exercised in the second year.

         Upon completion of the acquisition of uDate.com, Ltd. and Internet
Investments, Inc., the name of the Company was changed to "uDate.com, Inc." We
also changed our ticker symbol on the OTC bulletin board from "ANRW" to "UDAT"
effective as of May 30,2000.

        Melvyn Morris, CEO and President and Director, has over of 25 years of
experience in information technology, including as chief executive of Prometrics
Ltd which was sold to Platinum Technology in 1997 for $15 million. Mel Morris'
earlier career included senior appointments with Wang Laboratories and
Linklaters.

                                       12
<PAGE>

       Howard Thacker, COO and Secretary and Director, is a proven entrepreneur
in the consumer goods sector having founded and developed what was at one time
Europe's largest manufacturer and distributor of golf equipment which he sold in
1996.

       Martin Clifford, Executive Vice President, is a senior business manager
recently of Williams Plc, an international conglomerate trading on the London
Stock exchange. Martin joined udate.com in June 2000 and was appointed to
oversee the operations and day to day management of the Company.

       Mr. Geoff Shingles, CBE, Independent Director, is chairman of Imagination
Technologies Group plc., a public company listed on the London Stock Exchange
(IMG.L). Mr. Shingles has 40 years of experience in the IT industry. He was
granted a CBE (Commander of the British Empire) in 1987 for his service to the
IT industry.

       Mr. Ken Olisa, MA, Independent Director is Chairman & Chief Executive
Officer of Interregnum plc, a high tech consulting and business development firm
recently listed on the London AIM market. Mr. Olisa has spent almost 30 years in
the IT industry.

       The Share Exchange Transaction has been accounted for as a reverse
acquisition because the former shareholders of the acquired company (uDate.com,
Ltd.) control the majority of the voting securities of the combined entity. As a
result, the historical financial statements of the uDate.com, Ltd. become the
financial statements of the Company and are therefore discussed below.

Operations

       The Company provides online matchmaking, romance, relationship and
personal introduction services. The core of these services is a Web based
software application that allows users to register and build a detailed profile
that describes their basic features, personality, interests and may also include
photographs. The profile can hold up to 120 individual elements of demographic
and phsyco-graphic information. The user defines the person(s) they would like
to meet using a similar process. Our applications then use this information to
search the membership database and identify other members who meet the user's
requirements and who are also looking for someone with the user's
characteristics. This process is called "matching." Our matching technology is
designed to allow a database of 1 Million members to be searched and scrutinized
in less than 2 seconds returning a list of the top 200 matching profiles meeting
the user's requirements.

       In addition to providing a high quality matching service, our web site
also provides a range of communication features and monitoring services that
combine to offer the user a custom built environment that we believe is
unparalleled in its market sector. We allow all users to register as a member
free of charge. A registered member can enter their profile, define the
person(s) they would like to meet and run the match facility. Registered
members may also browse other members profiles, see who else is online using
the site and obtain a list of members who have shown interest in their
profile. When a registered user has identified other members they are
interested in , they are then required to pay for the ability to contact
other members. Payment plans range from $7.95 for a 10 day sample program,
$14.95 for 1 a month standard membership to $19.95 and $34.95 for 1 and 2
month Gold Memberships. Gold members have access to additional functionality
and are given priority listing status against standard or free registered
members having similar characteristics.

       The Company's Web application includes a number of safety features
that the Company believes further differentiates it from its competitors and
the ubiquitous and unmoderated chat rooms offered by ISP's and major portals.
These features include total anonymity for the user within the membership,
the ability for any user to block any and all activity with another user with
whom they

                                       13
<PAGE>


choose not to communicate, language filters that attempt to screen inappropriate
words out of user names and some messages and totally private one on one
communication (no public chat areas). The Company regularly reviews its safety
features.

       Our Web site is targeted to those serious about making new friends or
finding someone for dating, romance, long-term relationships and marriage. Our
average paying member is in their mid-thirties earning in excess of $60,000 per
year.

       The Company's web site can be found at HTTP://WWW.UDATE.COM; and
uDate.com, Inc. investor relations can be found at HTTP://CORPORATE.UDATE.COM.

Our market sector

       The Company's service is timely - the rise in popularity in online dating
is a consequence of ever changing lifestyles, coupled with the worldwide
proliferation and acceptance of the Internet. We believe that people of all
walks of life, including single, separated, divorced and widowed people,
increasingly have a need for a formal intermediary in the dating process. The
hectic pace of modern life leaves little time for searching for romance or
making friends with similar interests. In addition, the same pressures are
taking their toll on marriages, with divorce causing many people to have to
re-enter the singles scene after years of absence. These pressures have led to
the creation of a $600m market (Marketdate Enterprises). Our goal is to become
the dominant competitor in this market space.

       We believe that we are a fast growing on-line singles' community. We also
believe that our site has `best in class' matchmaking technology, and uses
entertaining features and one-on-one messaging to attain a very high level of
`stickiness'. We believe that we differentiate ourselves from our competitors by
offering many unique features:

        - Access to a single, global data base presenting no geographical
          barriers to dating
        - Individually customized page views that map to the members' specific
          geographic and demographic preference, so members spend less time
          identifying someone of interest and more time communicating and
          building relationships than with competitor sites
        - Cross matching of data to a level of granularity made possible by the
          unique configuration of the database
        - The facility to see if other members have shown an interest in your
          profile
        - The ability to serve 180 million pages each month delivering up to
          3,200 demographic pieces of information in just one third of a second
        - Truly personalized advertising
        - Confidential and secure member profiles

        The Company's revenues are derived primarily from two sources: (1) from
the sale of membership subscriptions that allow a paying member to contact and
communicate with other members using the Website's private email and messaging
services; and (2) since July 2000, from the sale of advertising and promotional
services to its membership base. In addition, with the development of a focused
sales and marketing team, and from Quarter 4, 2000 onwards, we believe that it
will generate revenue by introducing exclusive category partnerships with
sponsors, developing co-branded sites and the inclusion of 3rd party content.

       Since its inception in February 1998, uDate.com, Ltd, the Company's
operating subsidiary, has been developing its core competencies and building
the foundations of its business. This essential process was completed in
September 2000 with the expansion of the Company's scalable server facilities
into Secaucaus New

                                       14
<PAGE>

Jersey and the development of the membership base to a critical mass of 850,000
members. With these key essentials in place, the Company is now entering phase 2
of business strategy and looking forward to profitability in quarter 1, 2001.

Marketing

       With a critical mass of members and the necessary supporting
infrastructure, we are now concentrating our efforts on the drive for
profitability. There are three key components to this effort:

1)   Reduced marketing expenses as the Company increases its focus on viral
     marketing campaigns. Such campaigns include our membership referral program
     and our partnership deals, where we provide online dating content to a
     variety of community sites, such as USAToday.com, vavo.com etc. The
     advantage of viral campaigns and partnership deals is that the cost is
     significantly less than traditional advertising, while the conversions
     rates are significantly higher.

2)   Increased levels of conversion of registered to paying members. In the
     course of Quarter 4, we will aim to convert more registered members into
     paying members by focusing on signing up those over 25 who are seriously
     interested meeting people, and who are in a position to pay for our
     services.

3)   Partnership and joint venture activities that provide new revenue
     opportunities from the addition of new chargeable services and features,
     advertising revenues and sales commissions. A number of initiatives are
     already at an advanced stage of negotiation and several of these will
     result in substantial agreements during Q4/2000 and early Q1/2001.

Technologies

       Our proprietary technology that drives our matchmaking business is
state-of-the-art and we believe represents `best in class'. It is a unique
application that is the culmination of extensive research and development over
the last 2 1/2 years. This application provides sophisticated and subtle
features that bring like minded or compatible members to each others attention.
The results of this are best demonstrated by the numerous users who speak about
the addictiveness of our site and by the number of casual users who are smitten
by the matchmaking abilities. Many members are now active for more than 2 hours
per day.

       In addition to the significant investment in the development of our web
site and database application we have also laid the foundations of our Internet
Infrastructure. The centerpiece is a $1.5 million investment in a
New-Jersey-based web server farm featuring 20+ eight-way "Enterprise Class"
Compaq servers supported by 155 Mbps of bandwidth. This infrastructure can
support in excess of 20,000 simultaneous users, which is approximately 4 times
our current needs. Sitting at the core of the datacentre is a global database
farm.

       Having a global database structure provides numerous advantages for
members. They can meet anyone from anywhere in the world at any time, where many
other online dating services apply geographical barriers because of their
database structures. For those interested in restricting their activities to
more locally based members it is important to note that our application
automatically customizes views of our membership database according to user
defined rules based on Country, Location, Suburb or any combination thereof.

       Advertisers also benefit from our single global database. We
believe that ours is one of the first sites in the world to deliver truly
personalized advertising. Wherever a page is served, the advertisements on the
page are personalized entirely to the viewer. Every one of the 180 million pages
served each month is individually created in just one third of a second. Few
other web sites are currently

                                       15
<PAGE>

able to return such an extent and richness of data at such speed. The database
is also structured for efficiency. Our database holds up to 120 pieces of
information about each individual member.

       The result of our technological innovation is a highly effective service
- which is directly relevant to our ability to achieve revenues.

Metrics

        From launch in February 1999, our Website has achieved dramatic growth
in key financial and other industry metrics described in the table below:
<TABLE>
<CAPTION>

                ------------------ ------------------ ------------------- ---------------- ---------------
                Date/                   Registered              * Membership             Page Views
                Y2K                     Members                   Receipts               (millions)
                <S>                     <C>                     <C>                      <C>

                ------------------ ------------------ ------------------- ---------------- ---------------
                12 months to
                12/31/1999               88,315                   $164,583
                ------------------ ------------------ ------------------- ---------------- ---------------
                January                  13,643                    $37,341                   14
                ------------------ ------------------ ------------------- ---------------- ---------------
                February                 16,442                    $36,397                   17
                ------------------ ------------------ ------------------- ---------------- ---------------
                March                    18,286                    $39,541                   22
                ------------------ ------------------ ------------------- ---------------- ---------------
                April                    25,552                    $60,972                   30
                ------------------ ------------------ ------------------- ---------------- ---------------
                May                      37,624                    $78,288                   47
                ------------------ ------------------ ------------------- ---------------- ---------------
                June                     78,386                   $118,041                   83
                 ------------------ ------------------ ------------------- ---------------- ---------------
                July                    160,149                   $184,048                  105
                ------------------ ------------------ ------------------- ---------------- ---------------
                August                  181,042                   $241,280                  110
                ------------------ ------------------ ------------------- ---------------- ---------------
                September               181,514                   $286,092                  124
                ------------------ ------------------ ------------------- ---------------- ---------------
</TABLE>

*Membership receipts represent actual cash received from paying members. As
historically it was possible to purchase 1, 3, 6 and 12 month memberships ,
membership receipts shown above will differ from membership revenues quoted
elsewhere in this document and the Company's financial statements because
customer payments are received at the beginning of the subscription period and
recognized as revenue over the life of the subscription period. From
mid-September 2000, it was only possible to purchase memberships for a maximum
of 2 months.

Future opportunities

       In additional to continuing to penetrate our existing market, to achieve
long term sustainable growth we plan to role out our successful model into new
territories such as the Spanish speaking world, the Italian market, the German
market and the Japanese market; and to introduce a new and innovative digitally
based service providing all the functionality of "real world" dating companies
without the necessity of traditional "bricks and mortar" overheads.

                                       16
<PAGE>

       Moreover, our core competency lies in our highly effective proprietary
matchmaking database and web technology. We believe members return to the
uDate.com Website time after time because it allows them to quickly find and
communicate with people who meet their specific criteria and are also looking
for someone like them. This technology is highly flexible and may be leveraged
in many other social community (sport, special interest, etc.) or business
community (employee recruitment and selection, research, etc.) environments.

RESULTS OF OPERATIONS FOR THE THREE AND SEVEN MONTHS ENDED SEPTEMBER 30, 2000
AND SEPTEMBER 30, 1999.

REVENUES

       There are two main constituents of revenue: membership and advertising.

MEMBERSHIP

            Membership revenues for the three months ended September 30, 2000
were $468,557 representing an increase of 1,075% as compared to the total net
revenues of $39,889 for the three months ended September 30, 1999. Membership
revenues for the seven months ended September 30, 2000 were $631,456,
representing an increase of 1,100% as compared to the total net revenues of
$52,620 for the seven months ended September 30, 1999. This increase continues
due to the greater awareness and performance of the uDate.com Website as a
consequence of traditional marketing activity and improvements to the technical
functionality and performance of the Website.

       Our membership revenues for the three months ended September 30, 2000
represent an increase of 254% over that recognized in the previous three months,
ended June 30, 2000.

       Subscriptions are the basis of our revenue model. At present we offer
free registration that allows the user to enter their details and run our match
facilities, see who is online and browse profiles. Members must upgrade to a
paid membership program to allow them to communicate with matching or other
interesting members. Fundamental to our business is the level of conversation
from free trial registration to paying memberships and the retention of paying
members. Conversion to paying members is triggered in the majority by receipt of
mail, requiring payment for the ability to respond. As the database has grown
the model has been adjusted to give trial members the ability to communicate
across the database for a short period of time. Given the quality and content of
the uDate site, we envisage that this will further increase our conversion to
paying members. Encouragingly, over 75% of members who have upgraded to paid
membership are still current and active today.

 ADVERTISING

       From July 1, 2000, we began offering banner advertising in the B2B
market. We expect to continue to develop this aspect of our B2B business during
the fourth quarter of 2000 and beyond. Forty-one million revenue-generating ads
were displayed in the three months ended September 30, 2000, the first quarter
that we began selling online advertisements, generating revenues of $73,133. We
expect the number of advertisements to grow over the next few months as we
establish additional partnerships with advertisers and networks. Currently, all
advertisements are being served on a "run of site basis" using third party
advertising technology. In this context, "run of site" means that the
advertisement can be viewed on all pages of our Website and are not targeted,
for example, at individuals based on demographic information provided. Beginning
in the fourth quarter of 2000, we plan to begin providing highly targeted
advertising using sophisticated advertising networks and our own proprietary
technology.

                                       17
<PAGE>

This will result in much higher "click rates" (i.e., visits to the
advertiser's Website) for advertisers and a commensurate increase in revenues.

       During the three months ended September 30, 2000 barter advertisements
were also displayed on our site, and consequently for each one displayed an
advertisement for uDate appeared on someone else's site. Revenue and costs in
respect of this arrangement have not been recognized on the basis that it is not
possible to determine a fair value for the advertising surrendered in the
transaction.

SALES AND MARKETING EXPENSE

            Sales and Marketing expenses during the three months ended
September 30, 2000 were $2,078,674. The Company had no Sales and Marketing
expenses in the three months ended September 30, 1999. Sales and Marketing
expenses increased during the seven months ended September 30, 2000 to
$2,765,725 from $6,569 in the seven months ended September 30, 1999.

            During the first twelve months of operation we consciously limited
Sales and Marketing costs. The business focus was on developing and refining the
Website and associated business model.

        Thereafter, we began an aggressive sales and marketing program to
leverage our product in order to develop u.Date.com into a leading brand.

            The increased Sales and Marketing costs were as a direct result of
our efforts to rapidly establish a critical mass of members necessary to broaden
our market appeal to both members and potential advertisers. Now we have seeded
our membership base we plan to further exploit our viral marketing programs and
move the focus of our marketing and PR campaigns to more closely target the
demographic profile and quality of our paying members. We shall continue to grow
our registered membership at the slightly lower rate of around 100,000 new
members per month, but with the enhanced quality of our marketing focus this
should result in uDate converting more members to paid membership programs.

         In the Third Quarter we also appointed both Stanton Crenshaw
Communications (Best Mid-Sized PR Agency by PR Week) and UK-based Mantra to
handle our strategic marketing communications outreach in the US and Europe,
respectively. Our high priority branding efforts, coupled with outstanding
creativity will enable us to generate high visibility for uDate that we expect
will translate into increased membership, and media coverage. We believe that in
today's Internet matchmaking and dating marketplace, name recognition is
becoming increasingly important to reinforce the firm's strengths, reputation
and image. We are confident that our efforts will make uDate THE recognized
matchmaking Company.

GENERAL AND ADMINISTRATIVE EXPENSE

            General and Administrative expenses increased during the three
months ended September 30, 2000 to $1,619,988 from $30,118 in the three
months ended September 30, 1999. General and Administrative expenses
increased during the seven months ended September 30, 2000 to $2,364,519 from
$70,648 in the seven months ended September 30, 1999. Significant increased
costs during these periods include approximate figures of a) depreciation
$139,200, b) Repairs and maintenance $10,000, c) Office Lease Costs $26,300,
d) Bank Charges $14,600, e) Telephone charges $21,600, f) Travel and
Subsistence $102,700, g) ISP Charges $294,500 h) legal, professional,
accounting and consulting fees $362,500 i) salaries $471,500.

        Throughout the three months ended September 30, 2000 we have
continued our program of establishing the foundations of the Company, with a
view to the needs for driving the business forward.

                                       18
<PAGE>

We believe that are now in a position where we can establish an acceptable
level for our fixed cost base, but still continue to grow our membership as a
result of the scalable nature of our product and infrastructure.

PROPERTIES

          We lease 4,054 square feet at New Enterprise House, St. Helens Street,
Derby. The lease has been entered into between Howtin Investments Limited and
uDate.com Ltd. The rent is fixed at (pound)39,526.50 ($59,170) per annum and the
term of the lease extends for one year.

            In addition to the above property, we also have an arrangement with
Regent Business Centres which provides a New York address at 575 Lexington
Avenue, 4th Floor, New York, New York 10022. We are also currently considering
leasing a 3,000 square foot office facility in New York City, to house US
employees, including financial, administrative and web development staff.

LIQUIDITY AND CAPITAL RESERVES

            At September 30, 2000, our principal sources of liquidity consisted
of cash of $2,913,985 as compared to $9,324 at September 30, 1999. Our working
capital position increased to $1,279,853 at September 30, 2000 from a negative
working capital position of ($272,532) at September 30, 1999. The majority of
the increase resulted from the $7,500,000 private placement of units described
in the notes to the accounts. During the three months ended September 30, 2000,
we have expended $1,220,153 on capital assets to develop our infrastructure, and
now house our servers in New Jersey. It is not anticipated that future
significant expenditure of a capital nature will be required, to handle our
targeted future increase in members.

         On the basis of the existing 2000 budget and forecasts to 2002, we
anticipate that our minimum cash position will be approximately $2 million.
Notwithstanding this, however, we do not currently have an established line of
credit with a commercial bank. Such a credit facility may be difficult to obtain
in the short-term with the Company's historical operating results. Accordingly,
in order to obtain additional funds in the future, the Company may need to seek
additional equity capital which would be dilutive to current stockholders.

YEAR 2000 COMPLIANCE

         Our business and operations experienced no material adverse effects
from the calendar change to the year 2000 or from the leap year that occurred in
2000, and we have not been notified of any disruptions to or failures in the
systems of any of our suppliers. We will continue to monitor our information
technology and non-information technology systems and those of third parties
with whom we conduct business throughout the year 2000 to ensure that any latent
year 2000 issues that may arise are addressed promptly. Although we do not
anticipate any additional expenditures relating to year 2000 compliance, we
cannot provide any assurance as to the magnitude of any future costs until
significant time has passed.

RECENT ACCOUNTING PRONOUNCEMENTS

         Statement of Financial Accounting Standards No. 133, as amended,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), will
be effective for the Company for periods beginning after June 15, 2001. SFAS 133
requires that all derivative financial instruments be recognized in the balance
sheet at fair value with changes in fair value recorded to the statement of
operations or comprehensive income depending on the nature of the instrument. As
the Company does not currently use any derivative financial instruments, it does
not expect the standard to have a material effect on its financial statements.

                                       19
<PAGE>

         The Securities and Exchange Commission issued Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements" (SAB 101), on December 3,
1999. SAB 101 provides additional guidance on the application of existing
generally accepted accounting principles to revenue recognition in financial
statements. SAB 101, which became effective for the Company on October 1, 2000
did not have a material effect on the Company's financial statements.

RISK FACTORS

Risks Related to Our Financial Condition and Business Model

         The Company has a limited operating history. The Company was formed in
January 1999 in order to provide representation and other services to musical
artists such as songwriters and performers. The Company had very limited
operations and revenues, and limited business prospects, until May 23, 2000, the
date of the acquisition of uDate.com, Ltd.

         uDate.com, Ltd. was established in February 1998 to provide high
quality introduction, matchmaking, relationship and dating services to Internet
users. The Company has changed its business strategy to that of its subsidiary
uDate.com, Ltd.

         Due to the limited operating histories of each of the Company and its
subsidiary, it will be difficult for you to evaluate the business and prospects
of the Company and an investment in the Company. As a new Company, we face risks
and uncertainties relating to our ability to successfully implement our
strategy. You must consider the risks, expenses and uncertainties that an early
stage Company in new and rapidly evolving markets like ours faces. Some of these
risks include:

       - ability to sustain historical revenue growth rates;
       - ability to increase awareness of our brand;
       - managing our expanding operations;
       - competition;
       - attracting, retaining and motivating qualified personnel;
       - maintaining our current, and developing new, strategic relationships;
       - ability to anticipate and adapt to the changing Internet market and any
         changes in government regulation;
       - the level of usage of the Internet and traffic to the Company's
         Internet site;
       - continued acceptance of the Company's products and services;
       - demand for Internet advertising, seasonal trends in advertising sales,
         the advertising budgeting cycles of individual advertisers;
       - capital expenditures and other costs relating to the expansion of
         operations;
       - the introduction of new products or services by the Company or its
         competitors;
       - the mix of the services sold and the channels through which those
         services are sold;
       - pricing changes; and
       - general economic conditions and specific economic conditions in the
         Internet industry.

We have not been profitable, and we expect our losses to continue in the short
term.

                                       20
<PAGE>

         Neither the Company nor uDate.com, Ltd. has ever been profitable. For
the quarter ended September 30, 2000, we incurred a net loss of approximately
$3,100,000. At September 30, 2000, we had an accumulated deficit of
approximately $4,850,000. We expect to continue to lose money through 2000
because, although we have now established our infrastructure for both today and
the future, we must now concentrate on maximizing our conversion of registered
members to paying members. Although the revenues of uDate.com, Ltd. have grown
for the second quarter running, we cannot assure you that we will achieve
sufficient revenues for profitability. Even if we do achieve profitability, we
cannot assure you that we can sustain or increase profitability on a quarterly
or annual basis in the future. If our revenues grow at a slower rate than we
anticipate, or if our spending levels exceed our expectations or cannot be
adjusted to reflect slower revenue growth, we may not generate sufficient
revenues to achieve or sustain profitability.

You should not rely on our quarterly operating results as an indication of our
future results because they are subject to significant fluctuations.

         Fluctuations in our operating results or the failure of our operating
results to meet the expectations of public market analysts and investors may
negatively impact our stock price. Our quarterly operating results may fluctuate
significantly in the future due to a variety of factors that could affect our
revenues or our expenses in any particular quarter. Fluctuations in our
quarterly operating results could cause our stock price to decline. You should
not rely on quarter-to-quarter comparisons of our results of operations as an
indication of future performance. Factors that may affect our quarterly results
include:

       - mismatches between resource allocation and consumer demand due to
         difficulties in predicting consumer demand in a new market;
       - the demand for and acceptance of our Website, products, product
         enhancements and services;
       - the timing, amount and mix of subscription and advertising;
       - changes in general economic conditions;
       - the magnitude and timing of marketing initiatives;
       - the maintenance and development of our strategic relationships;
       - the introduction, development, timing, competitive pricing and market
         acceptance of our products and services and those of our competitors;
       - our ability to manage our anticipated growth and expansion; and
       - technical difficulties or system downtime affecting the Internet
         generally or the operation of our products and services specifically.

         As a result of the factors listed above and because the online dating
and matchmaking market is new and it is difficult to predict consumer demand, it
is possible that in some future periods our results of operations may be below
the expectations of public market analysts and investors. This could cause our
stock price to decline.

Expense Levels and Changes in Pricing.

         Our expense levels are based, in significant part, on the Company's
expectations as to future revenues and are therefore relatively fixed in the
short term.

         Our major expenses continue to be Sales and Marketing costs, Human
Resource costs and Technology costs. We believe are now at a level where we
will not need to materially increase these expenses in the future to provide
for continued growth. Indeed, we believe Sales and Marketing costs should
decrease from the levels

                                       21
<PAGE>

experienced in the three months ended September 30, 2000. However, these costs
may still be subject to dynamic and, from time to time, significant variation.
Increases in these expenses can arise because, among other reasons, competitors
could tie up vast quantities of web advertising space resulting in our being
forced to buy at less cost effective prices. If revenues fall below our
expectations in any quarter and we are unable to quickly reduce our spending in
response, our operating results would be lower than expected and our stock price
may fall.

         In addition, we anticipate that membership charges will increase during
the next quarter. If our competitors aggressively pursue our members and
potential members by offering lower membership rates, our membership base,
revenues and operating results may be adversely effected.

Our business model is unproven and may not be adaptable to a changing market.

         If we are not able to anticipate changes in the online dating and
matchmaking market or if our business model is not successful, we may not be
able to expand our business or to successfully compete with other companies,
which could have a material adverse effect on our business, results of
operations and financial condition. Our current business model depends on
recurring revenues from members and advertisers using our Website. Our revenue
model and profit potential are unproven.

         Membership revenues depend upon (i) the conversion of new non-paying
members to full paying members; and (ii) existing members renewing their
membership for further periods. Given that it is the Company policy not to
automatically re-bill members on expiration of their membership period, there is
always the chance that they may seek an alternative service and never return.

         We anticipate that membership fees will increase and may have a
negative effect on conversion and retention of existing paying members. This
could occur if competitors act to undercut fees and aggressively recruit our
members or if members feel the increase is too high. Our online advertising
figures demonstrate strong growth at present; however, there is a general
level of industry dissatisfaction with most forms of web advertising.

         If current members decide to discontinue our service and we are unable
to replace them with new members, or if we are unable to prove that advertising
on our Websites is effective, or if there is a general downturn in Internet
advertising, our revenues could decrease or grow at a slower rate than expected.
It is possible that we will be required to further adapt our business model in
response to additional changes in the online dating and matchmaking market or
Internet advertising or if our current business model is not successful.

          The Company operates on a global basis with members in Europe and
Asia, as well as North America. Changes in the economies, trade policies, and
fluctuations in interest or exchange rates may have an impact on its future
financial results. As the Company continues to operate more globally,
seasonality may become an increasing factor in our financial performance.

We may not be able to obtain sufficient funds to grow our business and any
additional financing may be on terms adverse to the interests of our
stockholders.

         Because we expect to generate losses through the end of fiscal 2000 and
possibly into 2001, we do not expect that income from our operations will be
sufficient to meet our needs. We may have to raise additional funds in the
future in order to fund our anticipated growth, more aggressive marketing
programs or the acquisition of complementary businesses, technologies and
services.

                                       22
<PAGE>

         These factors may make the timing, amount, terms and conditions of
additional financing unattractive for us. If we are able to raise additional
funds and we do so by issuing equity securities, holders of our common stock may
experience significant dilution of their ownership interest and holders of these
securities may have rights senior to those of the holders of our common stock.
If we obtain additional financing by issuing debt securities, the terms of these
securities could limit our flexibility in making business decisions. If
additional financing is not available when required or is not available on
acceptable terms, we may be unable to fund our expansion, successfully promote
our brand name, develop or enhance our products and services, take advantage of
business opportunities or respond to competitive pressures, any of which could
have a material adverse effect on our business.

Risks Related to Our Markets and Strategy

We will only be able to execute our business model if use of the Internet grows
and our infrastructure is adapted to that growth.

         If Internet usage does not continue to grow, we may not be able to meet
our business objectives. Increased Internet usage will depend, in large part,
upon the maintenance of the Web infrastructure, such as a reliable network
backbone with necessary speed, data capacity and security, and timely
development of enabling products, such as high speed modems, for providing
reliable Web access and services and improved content. Internet usage may be
inhibited by any of the following factors:

         -    the Internet infrastructure may not be able to support the demands
              placed on it, or its performance and reliability may decline as
              usage grows;
         -    Websites may not be able to provide adequate security and
              authentication of confidential information contained in
              transmissions over the Internet;
         -    The Internet industry may not be able to adequately respond to
              privacy concerns of potential users; and
         -    Government regulation may decrease the utility of the Internet for
              some purposes.

         We cannot assure you that the Web infrastructure or Internet industry
will be able to effectively respond to the demands placed on the Web by
increased numbers of users, frequency of use or increased bandwidth requirements
of users.

We may not be able to develop awareness of our brand name.

         We believe that continuing to build and maintain awareness of our brand
name is critical to achieving widespread acceptance of our business and to
sustain or increase the number of people who use our Website. Brand recognition
is a key differentiating factor among providers of online dating and matchmaking
services, and we believe it could become more important as competition in our
industry increases. In order to maintain and build brand awareness, we must
succeed in our marketing efforts, provide high quality services and increase the
number of members using our Websites, particularly www.udate.com. If we fail to
successfully protect, promote, position and maintain our brand names, incur
significant expenses in promoting our brand and fail to generate a corresponding
increase in revenue as a result of our branding efforts, or encounter legal
obstacles which prevent our continued use of any of our brand names, our
business, results of operations and financial condition could be materially
adversely affected.



                                       23
<PAGE>


We may not be able to successfully introduce new or enhanced products and
services.

         The failure of any new or enhanced products and services to achieve
market acceptance and generate revenue could result in a material adverse effect
on our revenues. We expect to introduce enhanced products and services in order
to generate additional revenues, attract and retain more members to our Website
and respond to competition. Any new or enhanced product or service we introduce
that is not favorably received could damage our reputation and the perception of
our brand name.

We may lose business if we fail to keep pace with rapidly changing technologies
and customer needs.

         To remain competitive, we must continually improve the responsiveness,
functionality and features of our products and services and develop other
products and services that are attractive to members. If we are unable to timely
and successfully develop and introduce new services, products and enhancements
to existing products in response to our industry's changing technological
requirements, our revenues could be materially adversely affected. New
Internet-based services, products or enhancements which we have offered or may
offer in the future may contain design flaws or other defects that could require
extensive modifications or result in a loss of client confidence.

We may lose members if our Website content is not attractive to them.

         Our future growth depends in part on our ability to attract and retain
members. This in turn depends in part on our ability to deliver original and
compelling content to these members. We cannot assure you that our content will
be attractive to Internet users. We also cannot assure you that we will be able
to anticipate, monitor and successfully respond to rapidly changing consumer
tastes and preferences to continue to attract a sufficient number of Internet
users to our Website. Internet users can freely navigate and instantly switch
among a large number of Websites. In addition, many other Websites offer very
specific, highly targeted content. These sites could have greater appeal than
our Website to particular groups within our target audience.

Competitive Industry

         We operate in two of the most competitive sectors of the Internet,
namely matchmaking/dating and web advertising. We currently enjoy a very strong
position in the matchmaking/dating market - by this we mean that conversion
levels from visitors to paying members is very high. The emergence of highly
competitive technology and services aligned to aggressive pricing by competitors
could cause us difficulty in attracting and retaining members and converting
visitors to paying members.

         We have just begun our advertising business. The Internet advertising
market is highly competitive and largely untested. Issues abound concerning
privacy of personal information, accuracy of accounting for impressions, click
rates and revenues. New technologies are emerging regarding multi-media,
targeting, tracking and delivery. It is possible that our advertising technology
may not prove as efficacious as we wish and could be made obsolete by numerous
third parties who may be planning to launch competing products.

         We expect competition to continue to increase because the market poses
no substantial barriers to entry. We believe that our ability to compete depends
upon many factors both within and beyond our control, including the following:

         -    the timing and market acceptance of new solutions and enhancements
              to existing solutions developed either by us or our competitors;
         -    our customer service and support efforts;
         -    our sales and marketing efforts; and

                                       24
<PAGE>

         -    the ease of use, performance, price and reliability of solutions
              developed either by us or our competitors.

         We compete with companies, as well as newspapers, magazines and other
traditional media companies that provide dating and matchmaking services. We
also compete with large Internet information hubs, or portals, such as
Yahoo.com. Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, marketing and other
resources and larger customer bases than we do. These factors may allow them to
respond more quickly than we can to new or emerging technologies and changes in
customer requirements. It may also allow them to devote greater resources than
we can to the development, promotion and sale of their products and services.
These competitors may also engage in more extensive research and development,
undertake more far-reaching marketing campaigns and adopt more aggressive
pricing policies. We cannot assure you that our competitors will not develop
products or services that are equal or superior to our solutions or that achieve
greater market acceptance than our solutions. In addition, current and potential
competitors are making and are expected to continue to make strategic
acquisitions or establish cooperative, and, in some cases, exclusive
relationships with significant companies or competitors to expand their
businesses or to offer more comprehensive solutions.

Our business and growth will suffer if we are unable to hire and retain highly
skilled personnel.

         Our success depends to a significant extent upon a number of key
management and technical personnel, the loss of one or more of whom could
adversely affect our business. We do not maintain key person insurance for any
member of our management team. In addition, certain members of our management
team have joined us within the last year. These individuals have not previously
worked together and are becoming integrated into our management team. If our key
management personnel are not able to work together effectively or successfully,
our business could be materially adversely affected.

         In addition, we believe that our future success will depend to a
significant extent on our ability to recruit, hire and retain highly skilled
employees for product development, sales, marketing, and customer service.
Competition for such personnel in the Internet industry is intense, and there
can be no assurance that the Company will be successful in attracting and
retaining such personnel. Management of the Company will also be required to
manage growth of the Company in a manner that requires a significant amount of
management time and skill. There can be no assurance that the Company will be
successful in managing any future growth or that any failure to manage such
growth will not have a material adverse effect on the Company's business,
operating results or financial condition.

         In addition, though we have confidentiality agreements with each of our
employees, if we were to lose a key employee, we cannot assure you that we would
be able to prevent the unauthorized disclosure or use of our procedures,
practices, new product development or client lists.

We may not be able to effectively manage our expanding operations.

         In order to execute our business plan, we must continue to grow
significantly. If we are not able to expand our operations in an efficient
manner, our expenses could grow disproportionately to revenues or our revenues
could decline or grow at a slower rate than expected, either of which could have
a material adverse effect on our business, results of operations and financial
condition. We have recently experienced a period of rapid growth that has placed
considerable demands on our managerial, operational, financial and information
system resources. We continue to increase the scope of our operations, and we
have grown our workforce substantially.

                                       25
<PAGE>

         Our growth has placed, and our anticipated future growth combined with
the requirements we face as a public Company will continue to place, a
significant strain on our management, operations, systems and resources. We
expect that we will need to continue to improve our financial and managerial
controls and reporting systems and procedures, and will need to continue to
expand, train and manage our workforce. Our success depends to a significant
extent on the ability of our executive officers and other members of senior
management to operate effectively both independently and as a group. We will
also need to continue to expand and maintain close coordination among our
products and technology, finance and administration and sales and marketing
organizations. We cannot assure you that if we continue to grow, management will
be effective in attracting and retaining additional qualified personnel,
expanding our physical facilities, integrating acquired businesses or otherwise
managing growth. We cannot assure you that our information systems, procedures
or controls will be adequate to support our operations or that our management
will be able to successfully offer our products and services and implement our
business plan.

A failure to establish and maintain partnerships and alliances with other Web
properties could limit the growth of our business.

         We have entered into, and expect to continue to enter into,
arrangements with third parties to increase our member base, bring traffic to
our Website and enhance our brands. If any of our current agreements are
terminated, we cannot assure you that we will be able to replace the terminated
agreement with an equally beneficial arrangement. We also cannot assure you that
we will be able to renew any of our current agreements when they expire or, if
we are, that we will be able to do so on acceptable terms. We also do not know
whether we will be successful in entering into additional partnerships and
alliances or that any relationships, if entered into, will be on terms favorable
to us.

We may not be successful in our plan for international expansion.

         We may not be able to successfully execute our business plan in foreign
markets. If revenue from international ventures is not adequate to cover our
investment in those ventures, our total revenues could be materially adversely
affected. We believe that expansion into international markets through a
combination of internal business expansion, strategic alliances, joint ventures
and potential acquisitions will be important to continue to grow our business.
Our future international operations might not succeed for a number of reasons
including:

       - difficulties in staffing and managing foreign operations;
       - competition from local dating services and cultural and sociological
         attitudes toward dating services;
       - operational issues such as longer customer payment cycles and greater
         difficulties in collecting accounts receivable;
       - language and cultural differences;
       - legal uncertainties inherent in transnational operations such as export
         and import regulations, tariffs and other trade barriers;
       - taxation issues;
       - unexpected changes in trading policies, regulatory requirements and
         exchange rates;
       - issues relating to uncertainties of laws and enforcement relating to
         the regulation and protection of intellectual property; and
       - general political and economic trends.

We may not be able to successfully make acquisitions of or investments in other
companies.

                                       26
<PAGE>

         We expect our growth to continue, in part, by acquiring complementary
businesses, products, services or technologies. We expect to have discussions
with companies regarding our acquiring, or investing in, their businesses,
products, services or technologies. We cannot assure you that we will be able to
identify suitable acquisition or investment candidates. Even if we do identify
suitable candidates, we cannot assure you that we will be able to make
acquisitions or investments on commercially acceptable terms. Acquiring other
businesses and technologies involves several risks, including:

       - availability of financing on terms we find acceptable;
       - diversion of our management's attention from other business concerns;
       - retention of key personnel of the acquired Company;
       - entry into markets in which we have little or no direct prior
         experience;
       - inability to identify and acquire businesses on a cost-effective basis;
       - inability to manage and integrate acquired personnel, operations,
         services, products and technologies into our organization effectively;
         and
       - inability to retain and motivate key personnel and to retain the
         clients or goodwill of acquired entities.

         In pursuing acquisitions, we may compete with competitors that may be
larger and have greater financial and other resources than we have. Competition
for these acquisition targets could result in increased prices. In addition, in
executing our acquisition strategy, we may incur expenses without being able to
identify suitable acquisition candidates, which could reduce our profitability.

Risks Related to the Internet and Our Technology Infrastructure

         To support our high level of growth it is critical that we scale our
Website operations to support the growth and maintain acceptable levels of
performance. We believe that the process of converting visitors to paying
members is highly sensitive to Website availability, performance, speed of
page delivery and database operations. Any catastrophic failure at our
facility could prevent us from serving our Web traffic for up to several
days, and any failure of one or more of our Internet service providers may
adversely affect our network's performance.

         Our technology has demonstrated its ability to scale in accommodating
significant growth. However, we are among the "stickiest" (a quality which
refers to the time visitors stay online or revisit the site) of sites on the
web. As the performance of the service is enhanced following upgrade users
typically stay online longer. This can make capacity planning extremely
difficult giving rise to huge spikes in demand for services. The long-term
scalability of our current technology will be a critical factor as the Company
grows. Between now and the end of 2000, peak online users simultaneously
connected at busy times are anticipated to grow from 3,000 online users to over
20,000. There has been an increase in the time users stay connected to the site
following the last bandwidth upgrade. It is now common that 20% or more users
are connected for more than 2 hours per logon. The trend in average logon times
is also on the rise; this will be a critical factor in influencing bandwidth and
technology requirements.

         We may experience reduced visitor traffic, reduced revenue and harm to
our reputation in the event of unexpected network interruptions caused by system
failures. Any system failure, including network, software or hardware failure,
that causes an interruption in the delivery of our products and services or a
decrease in responsiveness of our services could result in reduced visitor
traffic, reduced


                                       27
<PAGE>

revenue and could materially adversely affect our reputation and brand. Our
servers and software must be able to accommodate a high volume of traffic. We
have experienced system interruptions in the past, and we believe that these
interruptions will continue to occur from time to time in the future. We believe
that visitor traffic is also dependent on the timing and magnitude of our
advertising. We have experienced monthly fluctuations in visitor traffic,
including short-term reductions. Any substantial increase in demands on our
servers will require us to expand and adapt our network infrastructure. If we
are unable to add additional software and hardware to accommodate increased
demand, we could experience unanticipated system disruptions and slower response
times.

         Our clients may become dissatisfied by any system failure that
interrupts our ability to provide our products and services to them or results
in slower response times. We do not maintain business interruption insurance and
our other insurance may not adequately compensate us for any losses that may
occur due to any failures in our system or interruptions in our service.

Breaches of our network security could be costly.

         We may be required to expend capital and resources to protect against
or to alleviate security breaches, which could reduce our profitability. A
significant barrier to confidential communications over the Internet has been
the need for security. If unauthorized persons penetrate our network security,
they could misappropriate proprietary information or cause interruptions in our
services. Misappropriation of our and our customers' proprietary information or
interruptions of our services could result in reduced visitor traffic and a loss
of members. Computer viruses may cause our systems to incur delays or
interruptions, which could reduce demand for our service and damage our
reputation. Computer viruses may cause our systems to incur delays or other
service interruptions and could damage our reputation and have a material
adverse effect on our business, financial condition and results of operations.
The inadvertent transmission of computer viruses could expose us to a material
risk of loss or litigation and possible liability.

Risks Related to Legal Uncertainty

         We may become subject to burdensome government regulations and legal
uncertainties affecting the Internet which could adversely affect our business.
Legal uncertainties and new regulations could increase our costs of doing
business, require us to revise our products or services, prevent us from
delivering our products and services over the Internet or slow the growth of the
Internet, any of which could increase our expenses, reduce our revenues or cause
our revenues to grow at a slower rate than expected and materially adversely
affect our business, financial condition and results of operations. Laws and
regulations directly applicable to Internet communications, commerce, recruiting
and advertising are becoming more prevalent, and new laws and regulations are
under consideration by the United States Congress and state legislatures. Any
legislation enacted or restrictions arising from current or future government
investigations or policy could dampen the growth in use of the Internet
generally and decrease the acceptance of the Internet as a communications,
commercial, recruiting and advertising medium. The laws governing the Internet,
however, remain largely unsettled, even in areas where there has been some
legislative action. It may take years to determine whether and how existing laws
such as those governing intellectual property, privacy, libel and taxation apply
to the Internet. In addition to new laws and regulations being adopted, existing
laws may be applied to the Internet. Moreover, the laws and the interpretation
of laws concerning the recruiting industry are constantly changing.

         In addition, any imposition of state sales and use taxes on the
products and services sold over the Internet may decrease demand for products
and services that we sell over the Internet. The U.S. Congress passed
legislation in 1998 which limits for three years the ability of states to impose
any new taxes on Internet-based transactions. Failure by Congress to renew this
legislation and the subsequent imposition of state taxes on Internet-based
transactions could adversely affect our future operating results which could
result in a decline in our stock price.


                                       28
<PAGE>

Intellectual Property Protection.

         We have developed technologies that we use in our business. We rely
primarily on a combination of trade secret, copyright and trademark laws and
contractual provisions to protect our proprietary rights in such technologies.
The steps we have taken to protect our proprietary rights may not be adequate to
deter misappropriation of proprietary information. We may not be able to detect
unauthorized use of our proprietary information or take appropriate steps to
enforce our intellectual property rights. In addition, the validity,
enforceability and scope of protection of intellectual property in
Internet-related industries is uncertain and still evolving. The laws of other
countries in which we market or may market our services in the future are
uncertain and may afford little or no effective protection of our intellectual
property. If we resort to legal proceedings to enforce our intellectual property
rights, the proceedings could be burdensome and expensive. The proceedings also
could involve a high degree of risk.

         Defending against intellectual property infringement claims could be
time consuming and expensive, and we may be liable for infringing on the
intellectual property rights of others. If we are not successful in defending
against these claims, we could be subject to significant damages and the
disruption of our business.

         At this time we have not filed any patent applications for our
technologies. Patent protection may become important in the protection of the
commercial viability of our products and the failure to obtain such patent
protection could have an adverse effect on the commercial viability of such
products. Our success therefore may in part depend on our ability to obtain
strong patent protection or licenses to strong patents in the future. It is not
possible to anticipate the breadth or degree of protection that patents would
afford any product or the underlying technologies. There can be no assurance
that any patents issued or licensed to us will not be successfully challenged in
the future or that any of our products will not infringe the patents of third
parties. There can be no assurance that third parties will not assert
infringement claims against us in the future with respect to any current or
future product. Any such assertion, whether with or without merit, could require
us to enter into costly litigation or royalty arrangements. If required, such
royalty arrangements may not be available on reasonable terms, or at all.

We may be liable as a result of information retrieved from or transmitted over
the Internet.

         We may be sued for defamation, civil rights infringement, negligence,
copyright or trademark infringement, personal injury, product liability or other
legal claims relating to information that is published or made available on
www.udate.com and the other sites linked to it. These types of claims have been
brought, sometimes successfully, against online services in the past. We could
also be sued for the content that is accessible from www.udate.com and through
links to other Internet sites or through content and materials that may be
posted by members in chat rooms or on bulletin boards. We also offer email
services, which may subject us to potential risks, such as liabilities or claims
resulting from unsolicited email or spamming, lost or misdirected messages,
security breaches, illegal or fraudulent use of email or interruptions or delays
in email service. Our insurance does not specifically provide for coverage of
these types of claims and therefore may not adequately protect us against these
types of claims. In addition, we could incur significant costs in investigating
and defending such claims, even if we ultimately are not liable. If any of these
events occur, our revenues could be materially adversely affected.


                                       29
<PAGE>


Other Risks

Our stock price may experience extreme price and volume fluctuations.

         The stock market in general and the market prices of shares in
technology companies, particularly those such as ours that offer Internet-based
products and services, have been extremely volatile and have experienced
fluctuations that have often been unrelated or disproportionate to the operating
performance of such companies. These fluctuations are in response to many
factors, some of which are largely beyond our control. These factors include:

       - quarterly variations in our results of operations;
       - adverse business developments;
       - changes in financial estimates by securities analysts;
       - investor perception of us and online matchmaking services in general;
       - announcements by our competitors of new products and services; and
       - general economic conditions both in the U.S. and in foreign countries.

         Since our stock price is potentially volatile, we may become subject to
securities litigation which is expensive and could result in a diversion of
resources. Litigation brought against us could result in substantial costs to us
in defending against the lawsuit and a diversion of management's attention.
Securities class action litigation has often been brought against companies that
experience volatility in the market price of their securities. Since our stock
price is volatile, we could be subject to securities litigation and incur higher
expenses than expected, which could have a material adverse effect on our
business and results of operations.

Future sales of our common stock may negatively affect our stock price.

         The market price of our common stock could decline as a result of sales
of a large number of shares of our common stock in the market or as a result of
sales by our existing stockholders, or the perception that these sales could
occur. We have and will continue to have a large number of shares of common
stock outstanding and available for resale. These sales might make it more
difficult for us to sell equity securities in the future at a time and at a
price that we deem appropriate. Unregistered shares of our common stock
currently outstanding are or will become eligible for sale without registration
pursuant to Rule 144 under the Securities Act, subject to certain conditions of
Rule 144. Certain holders of our common stock also have certain demand and
piggyback registration rights enabling them to register their shares under the
Securities Act for sale.

Forward Looking Statements.

         Certain of the matters discussed in this report may constitute
"forward-looking" statements for purposes of the Securities Act of 1933, as
amended, and the Exchange Act of 1934, as amended, and, as such, may involve
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. Any statements made herein that are not
statements of historical fact are forward-looking statements including, but not
limited to, statements concerning the characteristics and growth of the
Company's markets or customers, the Company's objectives or plans for future
operations and products and the Company's expected liquidity and capital
resources. When used in this report, the words "anticipates," "estimates,"
"believes,"

                                       30
<PAGE>


"continues," "expects," "projections," "forecasts," "intends," "may," "might,"
"could," "should," and similar expressions are intended to be among the
statements that identify forward-looking statements. Such forward-looking
statements are based on a number of assumptions and involve a number of risks
and uncertainties, and therefore actual results could materially differ. These
risks and uncertainties include, among others, the Company's continuing
liquidity problems, significant variability in operating results, including
variability in product revenues and gross margins, fluctuating demand for new
and established products, dependence on development of new products, increasing
expenses for marketing and development of new products, historical lack of
profitability, rapid technological change that affects the ability of the
Company to respond to customer or market demands, risks associated with global
operations, the continued and future acceptance of the Company's products, the
rate of growth in the industries of the Company's products, the presence of
competitors with greater technical, marketing and financial resources, and the
ability of the Company to successfully expand its operations.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a) None

(b) None

(c) None

(d) None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None

ITEM 5.  OTHER INFORMATION

None.


                                       31
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

<S>      <C>
(a)      Exhibits:

2.1      Share Exchange Agreement, dated as of May 23, 2000, by and among the Registrant, Internet
         Investments Inc., uDate.com, Ltd. and the selling shareholders named therein (1)

3.1      Articles of Incorporation (2)

3.2      Certificate of Amendment of Articles of Incorporation (3)

3.3      Bylaws, as amended.(2)

10.1     Subscription Agreement dated as of May 2000 by and between the Registrant and Innovative Finance Limited (1)

10.2     Registrant's 2000 Stock Incentive Plan and form of Stock Option Agreement (1)

10.3     Melvyn Morris Stock Option Agreement dated as of May 10, 2000 (1)

10.4     Howard Thacker Stock Option Agreement dated as of May 10, 2000 (1)

10.5     Notice of Non-Qualified Stock Option Award and Non-Qualified Stock Option Award Agreement between the
         Registrant and Geoffrey Shingles dated June 21, 2000 (3)

10.6     Notice of Non-Qualified Stock Option Award and Non-Qualified Stock Option Award Agreement between the Registrant and
         Interregnum Venture Marketing Ltd. dated June 21, 2000 (3)

27.1     Financial Data Schedule

99.1     Press Release announcing the completion of the Share Exchange Transaction (1)

         (1)  Incorporated herein by reference to the Current Report on Form 8-K
              filed by the Company with the Commission on June 9, 2000.

         (2)  Incorporated herein by reference to the Company's Registration
              Statement on Form 10SB12B/A filed by the Company with the
              Commission on January 26, 2000.

         (3)  Incorporated herein by reference to the Current Report on Form 8-K/A filed by the Company with
              the Commission on August 14, 2000.

(b) The Company did not file any reports on Form 8-K during the three months
ended September 30, 2000.
</TABLE>


                                       32
<PAGE>


SIGNATURES

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

Date: November 10, 2000

                                                     UDATE.COM, INC.
                                                     (Registrant)

                                                     /s/ Melvyn Morris
                                                     ---------------------------
                                                     Melvyn Morris, President


                                       33