<PAGE>   1
                     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 quarterly period ended March 31, 2001


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


         For the transition period from _________ to _________


         COMMISSION FILE NUMBER 0-32497


                                 UDATE.COM, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)



          DELAWARE                                    330835561
 (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)




                     NEW ENTERPRISE HOUSE, ST HELENS STREET,
                             DERBY, ENGLAND DE1 3GY
                    (Address of Principal Executive Offices)

                                 (877) 815-2955
                (Issuer's Telephone Number, Including Area Code)

        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 May 15, 2001, there were 24,504,998 shares of registrant's
Common Stock, $0.001 par value, outstanding.


        Transitional Small Business Disclosure Format: Yes [] No [X]





<PAGE>   2


                        UDATE.COM, INC. AND SUBSIDIARIES
                                      INDEX


<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                           Page No.

<S>                                                                      <C>
Item 1.       Financial Statements:

           Condensed Consolidated Balance Sheets -
           March 31, 2001 and December 31, 2000                            3

           Condensed Consolidated Statements of Operations -
           Three Months ended March 31, 2001 and 2000                      4

           Condensed Consolidated Statements of Cash Flows -
           Three Months ended March 31, 2001 and 2000                      5

           Notes to Condensed Consolidated Financial Statements            6

Item 2.    Management's Discussion and Analysis or Plan of
           Operations                                                     10

PART II. OTHER INFORMATION

Item 1.       Legal Proceedings                                           25

Item 2.       Changes in Securities                                       25

Item 3.       Defaults upon Senior Securities                             25

Item 4.       Submission of Matters to a Vote of Security Holders         25

Item 5.       Other Information                                           26

Item 6.       Exhibits and Reports on Form 8-K                            26

           Signatures                                                     27
</TABLE>



<PAGE>   3


                                     PART I.
                              FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS

                        UDATE.COM, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   MAR 31, 2001       DEC 31, 2000
                                                                                         $                  $
<S>                                                                             <C>                      <C>
ASSETS
Current assets :
Cash                                                                                        825,396         1,450,366
Trade accounts receivable                                                                    79,423           167,723
Due from officers and employees                                                              19,829            25,067
Prepaid expenses                                                                            234,469           348,452
                                                                                --------------------------------------
Total current assets                                                                      1,159,117         1,991,608
                                                                                --------------------------------------

Intangible assets :
Goodwill                                                                                 20,575,880                 -
Website Development                                                                         105,098                 -
                                                                                --------------------------------------
                                                                                         20,680,978                 0
                                                                                --------------------------------------

Plant and equipment
Computer and office equipment                                                             1,966,327         1,765,372
Less : Accumulated depreciation                                                             791,239           501,096
                                                                                --------------------------------------
Net computer and office equipment                                                         1,175,088         1,264,276
                                                                                --------------------------------------
Total assets                                                                             23,015,183         3,255,884
                                                                                ======================================

Current liabilities :
Current portion of obligations under capital leases                                          63,672            70,177
Accounts payable and accrued liabilities                                                  1,678,597         1,156,524
Deferred revenue                                                                          1,169,539           439,929
Note payable                                                                              3,911,730                 -
Amounts due to officers and directors                                                             -           207,228
Other current liabilities                                                                   174,809            54,822
                                                                                --------------------------------------
Total current liabilities                                                                 6,998,347         1,928,680
                                                                                ======================================

Obligations under capital leases, excluding current portion                                       -            12,978
Note payable                                                                                988,270                 -
                                                                                --------------------------------------
                                                                                            988,270            12,978
                                                                                --------------------------------------
Total liabilities                                                                         7,986,617         1,941,658
                                                                                --------------------------------------

Stockholders' equity (deficit) :
Common stock $0.001 par value
Authorized 150,000,000 and 50,000,000 at March 31, 2001 and December 31,
2000 respectively
Issued and outstanding 24,504,998 and 18,255,000 respectively                                24,505            18,255
Additional paid-in capital                                                               22,067,592         7,963,157
Retained deficit                                                                        (7,105,124)       (6,708,779)
Accumulated other comprehensive income - cumulative translation adjustment                   41,593            41,593
                                                                                --------------------------------------
Total stockholders' equity                                                               15,028,566         1,314,226

                                                                                --------------------------------------
Total liabilities and stockholders' equity                                               23,015,183         3,255,884
                                                                                ======================================
</TABLE>

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

<PAGE>   4
                         UDATE.COM, INC. AND SUBSIDIARES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      3 MONTH            3 MONTH
                                                                   PERIOD ENDED        PERIOD ENDED
                                                                   MAR 31, 2001        MAR 31, 2000
                                                                         $                  $

<S>                                                             <C>                        <C>
Sales                                                                     1,538,431             93,660
Operating expenses
Selling general and admin expenses                                          911,474             31,634
Advertising expense                                                         878,577            214,977
Depreciation                                                                146,152             25,771

                                                                ---------------------------------------
Total operating expenses                                                  1,936,203            272,382

                                                                ---------------------------------------
Earnings Before Interest and Tax                                          (397,772)          (178,722)

Interest income                                                               3,506                  -
Interest expense                                                              2,079                 90

                                                                ---------------------------------------
Loss before income taxes                                                  (396,345)          (178,812)

Income taxes                                                                      -                  -

                                                                ---------------------------------------
Net loss                                                                  (396,345)          (178,812)
                                                                =======================================

Basic and diluted earnings per share                                         (0.02)             (0.02)

Weighted average number of shares used in
calculation of basic and diluted earnings per share                      18,393,889         10,768,679
</TABLE>

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

<PAGE>   5
                        UDATE.COM, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                         3 MONTH           3 MONTH
                                                                                       PERIOD ENDED     PERIOD ENDED
                                                                                       MAR 31, 2001     MAR 31, 2000
                                                                                            $                 $
CASHFLOW
--------
<S>                                                                                 <C>                      <C>
Net loss                                                                                     (396,345)       (178,812)

Depreciation of plant and equipment                                                            146,152          25,771

Stock compensation expense                                                                       3,547               -

(Increase)/Decrease in trade accounts receivable, amounts due from officers and
employees and prepaid expenses                                                                  52,268         (5,809)

Increase/(Decrease) in amounts payable and accrued liabilities, deferred
revenue, amounts due to officers and directors, accrued salaries and wages and
other current liabilities                                                                    (208,637)         182,305
                                                                                    -----------------------------------

Net cash provided by / (used in) operating activities                                        (403,015)          23,455

Cash flows used in investing activities :
Cash acquired with Kiss.com, Inc                                                                49,483               -
Costs associated with the acquisition of Kiss.com                                             (39,763)               -
Website development                                                                          (105,098)               -
Capital expenditure                                                                            (7,094)        (38,687)
                                                                                    -----------------------------------
Net cash used in investing activities                                                        (102,472)        (38,687)
                                                                                    -----------------------------------

Cash flows used in financing activities :
Repayment of capital lease obligations                                                        (19,483)        (30,909)
Loan note repayment                                                                          (100,000)               -
Proceeds from issuance of common stock                                                               -               -
                                                                                    -----------------------------------
Net cash used in financing activities                                                        (119,483)        (30,909)
                                                                                    -----------------------------------

Net decrease in cash and cash equivalents                                                    (624,970)        (46,141)

Cash and cash equivalents at beginning of period                                             1,450,366          52,417

                                                                                    -----------------------------------
Cash and cash equivalents at end of period                                                     825,396           6,276
                                                                                    ===================================
</TABLE>


SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

The Company purchased all of the outstanding shares of Kiss.com via the issuance
of 6,249,998 shares of its common stock, along with notes with an aggregate
principal amount of $5,000,000.

<PAGE>   6
                        UDATE.COM, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 2001 (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 Regulation S-B. 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
consolidated financial condition, the consolidated results of operations, the
changes in stockholders' equity and cash flows of uDate.com, Inc. and
subsidiaries for the interim periods presented.

The results of the three months ended March 31, 2001 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 10-KSB filed with the Securities and
Exchange Commission (the "Commission") on April 2, 2001.

NOTE 2. NATURE OF BUSINESS

The Company's operations, which are all within the Internet dating segment, are
split across two trading entities :

       -      uDate.com Ltd. ("uDate"), which is a United Kingdom ("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 Web site.

       -      Kiss.com, Inc. ("Kiss"), which is a Delaware Corporation providing
              an Internet picture personals service on a global basis for single
              people seeking meaningful romantic relationships.

On March 29, 2001, the Company acquired Kiss.com, Inc., for a consideration of
approximately $19.1 million, consisting of 6,249,998 shares of the Company's
common stock and notes with an aggregate principal amount of $5,000,000.

The results of operations for the Company comprise the operating results for
uDate.com Ltd. for each of the months of January, February and March 2001. The
results of operations for Kiss for the period from acquisition on March 29, 2001
to March 31, 2001 have been excluded as they are not considered material.

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 sites' private e-mail and messaging services.

uDate's members are located worldwide, with approximately 68% of all members
residing in the United States. Kiss' members are located worldwide, with
approximately 78% of all members residing in the United States.

NOTE 3. ACQUISITIONS

On March 29, 2001, the Company completed the acquisition of Kiss.com, Inc., a
privately held Washington corporation. Kiss operates a picture personals
service. As a result of the acquisition, Kiss became a wholly-owned subsidiary
of uDate.com, Inc. and uDate.com, Inc. issued 6,249,998 shares of its common
stock, along with a note payable for an aggregate principal amount of
$5,000,000, in exchange for all of the outstanding shares of Kiss. The
acquisition was accounted for under the purchase method of accounting, and was
valued at approximately $20.9 million, including transaction costs.

In respect of the $5,000,000 note payable, $100,000 was repaid in March 2001,
the balance is repayable as follows:

<PAGE>   7
       -      an amount equal 75% of the Company's cash assets in excess of $1
              million payable on June 30, 2001;

       -      20% of gross Internet dating revenues on a monthly basis from July
              31,2001.

Any balance outstanding is payable in full on the completion of any Company
financing after June 30, 2001.

Interest is payable on the note at a rate of 7% per annum from July 1, 2001. In
addition, common stock equal to 2% of the amount outstanding each month after
July 1, 2001 shall be issued to the note holder.

A summary of the purchase price for the acquisition is as follows:

<TABLE>
<S>                                          <C>
Stock                                        $14,107,138
Note payable                                 $ 5,000,000
                                             -----------
                                             $19,107,138
Direct acquisition costs                     $366,948
Liabilities assumed                          $1,377,258
                                             ----------

Total purchase price                         $20,851,344
                                             ===========
</TABLE>

The purchase price was allocated as follows:

<TABLE>
<S>                                          <C>
Current assets acquired                      $184,187
Equipment                                    $49,870
Non-current assets acquired                  $41,407
Goodwill                                     $20,575,880
                                             -----------

Total                                        $20,851,344
                                             ===========
</TABLE>


As of the date of the consolidated financial statements, the Company had not
completed purchase accounting analysis to allocate acquisition costs to the
acquired net assets. The amount shown above as goodwill represents the excess of
purchase price over the preliminary estimate of the net assets acquired.

The goodwill amount shown above may be allocated to identified intangible assets
and other assets and acquired liabilities assumed as appraisal and evaluations
are completed.

Goodwill will be amortized on a straight line basis over its estimated useful
life.

In connection with the acquisition of Kiss, the Company incurred approximately
$367,000 in acquisition-related expenditures for professional and other costs.
As of March 31, 2001, approximately $40,000 of these costs have been paid. The
remaining costs are expected to be paid during the second quarter of 2001.

The following table presents pro forma results of operations as if the
acquisition had occurred at the beginning of each of the periods presented. The
pro forma information is not necessarily indicative of the combined results that
would have occurred had the acquisition taken place at the beginning of the
periods presented, nor is it necessarily indicative of results that may occur in
the future :

<TABLE>
<CAPTION>
                                                        Quarter ended March, 31
                                                        2000                   2001
                                                        ----                   ----
                                                        (unaudited)            (unaudited)
<S>                                          <C>                               <C>
Total net revenue                            $          638,822                3,032,997
Net loss                                     $          (677,370)              (901,606)
Net loss per share - basic and diluted       $          (0.04)                 (0.04)
</TABLE>

NOTE 4. LIQUIDITY

As of March 31, 2001, the Company had $825,396 of cash. The Company believes
that its current cash balance, together with its projected operating results and
cash flows, will be sufficient to meet its liquidity needs for the next

<PAGE>   8
12 months and, accordingly, has prepared its financial statements assuming that
the Company will continue as a going concern.

Notwithstanding this, however, the Company does 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.

The Company has a liability of $4.9 million outstanding in respect of the note
payable issued on the acquisition of Kiss. This is repayable on a monthly basis
from July 31, 2001, based on a percentage of dating revenue, or in full on the
raising of finance by the Company through a stock issue. The Company is
currently evaluating the possibility of raising between $15m and $20m which will
be firstly used to repay the loan note if the operating cashflows have not been
sufficient to fund full repayment.

NOTE 5. SIGNIFICANT ACCOUNTING POLICIES

RECENT ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standard no. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities (a replacement
of FASB Statement No. 125)" (SFAS 140) will be effective for the company for
transfers of financial assets occurring after March 31, 2001. SFAS 140 revises
the standards for accounting for securitizations and other transfers of
financial assets and collateral and requires certain disclosures, but it carries
over most of the provisions of Statement No. 125 without reconsideration. The
company does not expect the standard to have a material effect on its financial
statements.

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.,
3,270,000 potential common shares related to employee stock options and 287,550
potential common shares related to other options and warrants were excluded from
the EPS calculations since their impact was anti-dilutive).

NOTE 7. SHARE OPTION AGREEMENTS

The Company has granted stock options to certain officers and employees 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 23, 2001 and 50% vest
       evenly over the following twelve months. These options expire on May 22,
       2010 if not exercised.

(ii)   To purchase 200,000 shares of common stock at an exercise price of $7.50
       per share. 25% of the options vested on October 16, 2001 and 75% vest
       evenly over the following 24 months. These options expire on October 2,
       2010 if not exercised.

(iii)  To purchase 850,000 shares of common stock at an exercise price of $1.88
       per share. 25% of the options vested on February 12, 2001 and 75% vest
       evenly over the following 24 months. These options expire on February 11,
       2011 if not exercised.

(iv)   To purchase 150,000 shares of common stock at an exercise price of $1.88
       per share. 10% of the options vested on February 12, 2001 and 90% vest
       evenly over the following 24 months. These options expire on February 11,
       2011 if not exercised.

(v)    To purchase 190,000 shares of common stock at an exercise price of $1.88
       per share. The whole of these options vest evenly over the 24 months
       following February 12, 2001. These options expire on February 11, 2011 if
       not exercised.

<PAGE>   9
The Company also granted the following stock options to persons who are officers
and employees of the Company, the exercise of which is subject to the
distribution of an Information Statement describing the Company's 2001 Stock
Incentive Plan:

(i)    To purchase 280,000 shares of common stock at an exercise price of $1.88
       per share. 40% of the options vest on March 29, 2001 and 60% vest
       evenly over the following 15 months. These options expire on March 28,
       2011 if not exercised.

(ii)   To purchase 520,000 shares of common stock at an exercise price of $1.94
       per share. 25% of the options vest on March 29, 2001 and 75% vest
       evenly over the following 24 months. These options expire on March 28,
       2011 if not exercised.

(iii)  To purchase 80,000 shares of common stock at an exercise price of $1.94
       per share. 25% of the options vest on March 29, 2001 and 75% vest
       evenly over the following 36 months. These options expire on March 28,
       2011 if not exercised.

Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                                        Number of shares       Weighted average
                                                                               exercise price
<S>                                                         <C>                         <C>
Balance at March 1, 1999 and March 1, 2000                         -                      -
Granted                                                     1,200,000                   $7.50

                                                            ---------------------------------
Balance at December 31, 2000                                1,200,000                   $7.50

                                                            ---------------------------------
Granted                                                     2,070,000                   $1.90

                                                            ---------------------------------
Balance at March 31, 2001                                   3,270,000                   $3.95

                                                            ---------------------------------
</TABLE>

In addition to the employee stock options, in the three months ended March 31,
2001, the Company issued 40,000 warrants to non-employees as compensation for
services, exercisable at $2.50 over a ten-year period. The Company has
recognized an expense of $3,547 based on the fair value of the options on the
Black Scholes basis.

Note 8. SHAREHOLDERS' EQUITY

uDate.com, Inc. and Subsidiaries
Statement of Shareholders' Equity and Other Comprehensive Income
Year Ended March 1, 2000, 10 Months Ended December 31, 2000, and 3 Months Ended
March 31, 2001

<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>
Balances at March 1, 1999             10,711,835          167             -       (213,875)      (2,895)         (216,603)

Net loss for the year                          -            -             -       (292,213)           -          (292,233)

Cumulative translation adjustment              -            -             -              -       19,575            19,575
                                                                                                               ----------

Comprehensive net loss                                                                                          (272,638)
                                      ----------       ------    ----------     ----------       ------        ----------

Balances at March 1, 2000             10,711,835          167             -       (506,088)      16,680         (489,241)

Net loss for the 10 month period               -            -             -     (6,202,691)           -        (6,202,691)

Cumulative translation adjustment              -            -             -              -       24,913            24,913
                                                                                                               ----------

Comprehensive net loss                                                                                         (6,177,778)

Shares issued in connection with:
Warrants and options granted to                -            -       451,423              -            -           451,423
non-employes for services

Offer to new investors in uDate.com      213,165            -       223,880              -            -           223,880
Limited

Reverse Acquisition and Share          7,330,000       18,088     7,287,854              -            -         7,305,942
reorganization                        ----------       ------    ----------     -----------      ------        ----------


Balances at December 31, 2000         18,255,000       18,255     7,963,157     (6,708,889)      41,593         1,314,226

Net (loss) for the 3 month period              -            -             -       (396,345)           -          (396,345)

Warrants and options granted to non-           -            -         3,547              -            -             3,547
employees for services

Shares issued in connection with:

Acquisition of Kiss.com                6,249,998        6,250    14,100,888               -           -        14,107,138
                                      ----------       ------    ----------     -----------      ------        ----------

Balances at March 31, 2001            24,504,998       24,505    22,067,592     (7,105,124)      41,593        15,028,566

</TABLE>
<PAGE>   10



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

          This report includes forward-looking statements. Any statement in this
report that is not a statement of historical fact may be deemed to be a
forward-looking statement. Some of the forward-looking statements can be
identified by the use of forward-looking words such as "believes," "expects,"
"may," "will," "should," "seeks," "approximately," "intends," "plans,"
"estimates" or "anticipates" or the negative of those words or other comparable
terminology. Forward-looking statements in this report include:
- forecasts of the growth of our market, and our ability to capitalize on such
  growth;

- statements regarding our profitability and growth strategy; and

- statements regarding our future revenues, our expense levels and our liquidity
  and capital resources.

Forward-looking statements involve risks and uncertainties. A number of
important factors could cause actual results to differ materially from those in
the forward-looking statements. For a discussion of factors that could cause
actual results to differ, please see the discussion under "Risk Factors"
contained in this report. Any forward-looking statements in this report
represent our views as of the date of this report, and we disclaim any duty to
update these statements, even if subsequent events cause our views to change.

Any of such statements and this discussion should be read in conjunction with
the Company's unaudited consolidated financial statements included herein, the
Company's Form 10-KSB filed with the Securities and Exchange Commission (the
"Commission") on April 2, 2001, as amended by the Company's Form 10-KSB/A filed
with the Commission on April 30, 2001, and the Company's Form 8-K concerning the
agreement to acquire Kiss.com, Inc. ("Kiss.com") filed with the Commission on
February 20, 2001 and the Company's Form 8-K concerning the acquisition of
Kiss.com filed with the Commission on April 6, 2001.

OVERVIEW

On March 29, 2001, uDate.com, Inc. (the "Company") acquired Kiss.com, Inc., for
a consideration of approximately $19.1 million, consisting of 6,249,998 shares
of the Company's common stock and notes with an aggregate principal amount of
$5,000,000.

Following the acquisition of Kiss.com, Inc. the Company now operates two
Internet dating services, namely :

        -       uDate.com ("uDate"); and

        -       Kiss.com ("Kiss").

uDate and Kiss both offer on-line matchmaking services, which enable members to
source and, for a fee, correspond with other members, safely and anonymously
through proprietary communication technology.

Kiss.com

Kiss.com is a traditional picture personals service and is one of the longest
established businesses in the on-line matchmaking space. Kiss' objectives are to
provide a quality, fun and safe picture personals site offering content and
services for single people seeking meaningful romantic relationships locally,
nationally, and internationally. Kiss' product offering provides its 2.4 million
members with immediate opportunities for dating and romance, as well as a number
of off-line services such as special events.

Kiss allows members to post a picture personal and browse its database for free,
however, users must pay a subscription fee in order to communicate with a
selected member. Kiss also offers relationship tips and advice prepared by Dr.
Pepper Schwartz, an expert in the field of relationships.

Kiss attempts to leverage a portion of its traffic and revenue-generating
business model through partnership agreements with business-to-consumer Web
sites that are looking to gain new revenue streams, increased traffic, and
longer user sessions.


<PAGE>   11

Members can correspond anonymously with other Kiss users that interest them most
through KissMail. This privacy feature allows Kiss customers to get to know one
another before taking the next step in their pursuit of finding relationships
and romance.

uDate.com

uDate.com, designed in 1999, benefited to some extent from comprehensive
research of competitive products, including Kiss. Hence, uDate's application
includes more extensive features than many competing products, such as more
detailed profiling, comprehensive matchmaking and methods of communication.

uDate's comprehensive matchmaking features enable "two-way" matching of the
detailed profiles provided by its users, matching members quickly and
effectively. uDate's core technology enables members to spend less time trying
to find a new match, leaving more time available for communication.

uDate also provides additional features that are aimed at increasing members'
confidence and stimulating interaction. uDate's "Encounters" feature, for
example, allows members to review details of those members taking an interest in
their profile, thereby giving them the opportunity to make contact.

uDate's technology aims to increase the likelihood of generating a successful
pairing. Members are able to run "two-way" matches against the full 1.6
million-member database or restrict the match to those currently online -
typically 3,000 users at peak times. Online matches provide members with the
opportunity to seize the moment, and make contact with matching members using
uDate's instant messaging feature known as "Whispers".

MARKET REVIEW

The Internet currently has more than 400 million global users, a number which is
climbing annually. The Company assumes that approximately 20% of Internet users
are single, representing 80 million potential users of an online matchmaking
service. The Company believes that the top 10 Internet dating sites currently
claim 20+ million members, which includes an element of duplication between
sites. Of these 20+ million members, the Company believes there are
approximately 10 million people who are active in the Internet dating sector at
present.

Of the 10 million or so people active in the sector today, the Company currently
estimates that there are between 250,000 and 300,000 regularly paying
subscribers to Internet dating services. The Company believes that as the number
of Internet users increases, more people will become regularly paying
subscribers to Internet dating services. Moreover, the Company, since it began
operations, has observed a steady increase in the proportion of registered
members that progress to paid subscriptions. The Company expects that the
Internet dating sector will increase significantly as the sector becomes more
established.

Three big web portals (Yahoo, MSN and AOL) have shown an interest in Internet
dating. Published reports suggest that these companies are interested in
Internet dating because they believe that such services attract members. To
date, these portals have offered sites and services with similar features to
those offered by Kiss, but without the added features offered by uDate.

REVENUES

The Company's revenues are currently derived from the sale of membership
subscriptions that allow a paying member to contact and communicate with other
registered members using various channels of communication, dependant upon the
specific application.

Registration on both the uDate and Kiss sites is free, as is the ability to
perform matches identifying potential partners. In order to communicate with
another member, however, a subscription is required, the term of which can range
as follows :

    uDate - from a 5-day sample membership, extending to one month, three month,
    six month and one year membership options;


<PAGE>   12

    Kiss - from a one month membership, extending to three month, six month, one
    year and two year membership options.

Other Revenues

At present the Company derives the majority of its revenue from Internet dating
subscriptions.

The Company continues to invest, however, in the creation of new products via
extensions to its technology. Work on Web advertising and market research
product continues and the Company has recently completed the development of
Connection Zone, a product and service that enables companies to accurately
track traffic flows and monitor the success of advertising campaigns for any Web
site. The Company will make these products commercially available if, and when,
it feels the market conditions and partnership opportunities for such
technologies are right.

In the meantime, the Company's sales focus will remain fixed on Internet dating,
with profitability and growth as its primary objective.


PROFITABILITY AND GROWTH STRATEGY

It is the Company's belief that Internet Dating has the potential to generate
significant profitability. In pursuit of achieving profitability itself, the
Company has identified four key initiatives:

- increasing membership and reducing new member acquisition costs;

- growing membership subscription revenues per registered member;

- seeking additional synergistic benefits from the integration of Kiss and
  uDate; and

- entering partnership deals with portals and destination and content sites.


MARKET CONSOLIDATION AND ACQUISITION STRATEGY

The Company expects that companies in the Internet dating sector will come under
increasing competitive pressure and that this competition will force many of the
weaker competitors out of the market. The Company is not impervious to this
pressure.

The Company also expects that pressures to consolidate within the Internet
dating sector will increase over the next twelve months as market participants
strive to achieve economies of scale. The Company believes that companies that
can combine an effective application with a large membership will increase their
chances of survival.

The Company anticipates that it will be able to achieve gains from
cross-promotion of branded products and multi-brand memberships following any
acquisition, including the acquisition of Kiss.com.

The Company intends to preserve both the uDate and Kiss brands going forward and
to leverage its technology and Web site infrastructure across both Web
properties.

The Company is receptive to making further acquisitions where its resources,
the price sought by sellers and management's belief as to the expected benefits
from any such acquisition, warrant such acquisitions. The Company currently has
no agreements or understandings with respect to any such acquisitions.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,2001 AND MARCH 31,
2000


<PAGE>   13

The results of operations for the three months ended March 31, 2001 comprise
the operating results of uDate .com only. Although the acquisition of Kiss.com
was completed on March 29, 2001, no revenues or expenses have been included for
Kiss in the quarter as their inclusion for three days is not considered to be
material. However, the balance sheet as at March 31, 2001 reflects the
consolidated entity which included Kiss.com as at that date.

Unless specifically discussed below, there were no material changes from period
to period in line items of the financial statements. In addition, unless
specifically discussed below there are no seasonal aspects that had a material
effect on the Company's financial conditions or results of operations.

REVENUES

Total revenues for the three months ended March 31, 2001 were $1,538,431
compared to $93,660 for the three months ended March 31, 2000. This reflects the
change in the overall operating level of the Company, following the fund raising
in May, 2000. Total revenues for the three months ended December 31, 2000 were
$884,141. Revenues for the first quarter of 2001 therefore show an increase of
74% over the previous quarter.

Membership revenues for the three months ended March 31, 2001 were $1,161,901,
compared to $93,660 for the three months ended March 31, 2000 and $876,262 for
the three months ended December 31, 2000. Membership revenues have continued to
demonstrate growth from quarter to quarter, with membership revenues in the
first quarter of 2001 increasing 33% over the fourth quarter of 2000.

The growth in membership revenues achieved during the first quarter of 2001 as
compared to the last quarter of 2000 was due to (i) the greater awareness of the
uDate Web site as a consequence of targeted marketing activities; (ii) increased
conversion of registered members to paying subscribers; and (iii) improvements
to the functionality and performance of the application and Web site.

Membership revenues were strong in January with record monthly membership
revenues. Membership revenues in February were disappointing. During the month
of February a number of changes were made to the uDate application's methods of
communication with its registered members. The initial impact of these changes
was a reduction in daily revenues rather than the increase anticipated. During
the later part of February further changes were made which resulted in a
progressive improvement in revenues through March.

Also during this period managements' focus was heavily directed towards the
delivery of the Kiss.com acquisition which detracted in some part from the
operations of the Company.

Revenues from other sources in the three months ended March 31, 2001 include
$376,495 from the sale of Web traffic from uDate.com to Kiss.com, charged prior
to the completion of the acquisition on an "arms length" basis and at market
rate.

During the three months ended March 31, 2001 no barter advertisements were
displayed on either the uDate or Kiss sites.

SALES AND MARKETING EXPENSE

Sales and marketing expense for the three months ended March 31, 2001 totalled
$878,577 compared to $214,977 for the three months ended March 31, 2000. This
represents an increase of 309%, and reflects the change in the overall operating
level of the Company, following the fund raising in May, 2000. Sales and
marketing expense for the three months ended March 31, 2001 increased 4% over
the sales and marketing expense of $842,198 for the three months ended December
31, 2000.

The total sales and marketing expense for the three months ended March 31, 2001
includes $132,810 from the purchase of Web traffic from Kiss.com, charged prior
to the completion of the acquisition on an "arms length" basis and at market
rate.

In the first quarter of 2001 the Company continued to utilize viral marketing
programs and maintained the focus of its marketing and public relations
campaigns to closely target the demographic profile and quality of its paying
members.


<PAGE>   14

This has resulted in a $878,577 sales and marketing expense, while still
maintaining growth in registered members at the average rate of around 143,000
new members per month.

Sales and marketing expense is now predominantly on-line media. The Company has
strategic contracts in place with parties such as USAToday.com, and places
advertising on the main portals, such as Yahoo and Excite.

As the Company continues to refine the placement of advertising and continues to
negotiate favorable deals with its preferred advertising suppliers, it
anticipates that the cost to acquire new members will reduce during 2001.

GENERAL AND ADMINISTRATIVE EXPENSE

General and administrative expenses during the three months ended March 31, 2001
totaled $911,474, compared to $31,634 for the three months ended March 31, 2000
and $1,912,906 for the three months ended December 31, 2000. The increase over
the first quarter of 2000 reflects the change in the overall operating level of
the Company, following the fund raising in May, 2000.

General and administrative expenses have reduced from the fourth quarter of
2000. Expenses in the fourth quarter of 2000 included approximately $450,000
relating to warrants and options granted to non-employees for services performed
in the period.

Significant components of general and administrative expense in the first
quarter of 2001 include a) wages and salaries of $454,973, b) legal,
professional, accounting and consultancy fees of $160,954, c) bank and
transaction charges of $59,287, and d) public relations expense of $97,982.

General and administrative expenses in quarter one include $3,547 of non-cash
items, valued on the Black-Scholes model, relating to the grant of stock options
to Mantra Public Relations.

The Company believes it has now established an acceptable level for its fixed
cost base, and that this level of costs is now relatively fixed in respect of
the existing operations.

DEPRECIATION EXPENSE

Depreciation expense during the three months ended March 31, 2001 totaled
$146,152, compared to $25,771 for the three months ended March 31, 2000. This
represents an increase of 467% and is a result of the significant capital
expenditure undertaken by the Company to build its server farm, housed in New
Jersey, USA.

NET LOSS

The net loss for the three months ended March 31, 2001 totaled $396,345 compared
to a net loss of $178,812 for the three months ended March 31, 2000. This
represents an increase of 122% and reflects the change in the overall operating
level of the Company, following the fund raising in May, 2000.

The net loss for the three months ended March 31, 2001 of $396,345, whilst not
meeting managements' expectations, compares favorably with a net loss of
$3,101,993 for the three months ended September 30, 2000 and $1,852,595 for the
three months ended December 31, 2000.

The improvement in net loss for the three months ended March 31, 2001 as
compared to each of the preceding two quarters results from a combination of
increased revenues, a reduction in the underlying level of costs and increased
effectiveness in marketing activity.

LIQUIDITY AND CAPITAL RESERVES

At March 31, 2001, the Company's principal sources of liquidity consisted of
cash of $825,396, compared to $1,450,366 as at December 31, 2000.


<PAGE>   15

The Company's working capital position decreased to ($5,839,230) at March 31,
2001 from a position of $62,928 at December 31, 2000. This movement includes
$366,948 in respect of costs associated with the Kiss acquisition and $3,911,730
in respect of the value of the promissory note that it is anticipated will be
repaid within one year. This note is repayable as follows:

        - an amount equal 75% of the Company's cash assets in excess of $1
          million payable on June 30, 2001:

        - 20% of gross internet dating revenues on a monthly basis from July 31,
          2001.

Any balance outstanding is payable in full on the completion of any company
financing after June 30, 2001.

Interest is payable on the note at a rate of 7% per annum from July 1, 2001. In
addition, common stock equal to 2% of the outstanding amount each month after
July 1, 2001 shall be issued to the note holder.

The working capital position includes a creditor of $1,169,539 in respect of
deferred revenue, i.e. subscription revenue to be earned in the future on
agreements in existence and billed for at the balance sheet date.

On the basis of the actual position as at March 31, 2001 and forecasts through
2001, given that the $1.5 million prior year capital expenditure and accelerated
third quarter year 2000 advertising costs were non-recurring commitments, the
Company anticipates that it will be able to fund its operating expenses and note
repayment in 2001 with the cash flow from its operations. Notwithstanding this,
however, the Company does 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, or may not be
obtainable on terms acceptable to the Company.

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. The Company is considering raising between $15 million and $20
million via a listing on the Alternative Investment Market ("AIM") in the United
Kingdom. The primary purpose of these funds will be to aid the Company's future
strategy regarding acquisitions and mergers and to repay any outstanding balance
on the note. The Company is in receipt of a proposal from a Stock Broker to
assist in raising these monies from the public sector. There can be no assurance
that funds from additional equity capital, if required, would be available on
terms acceptable to the Company, if at all.

The Company does not have and does not currently anticipate making any material
commitments for capital expenditures in 2001, other than any capital
expenditures made in connection with any mergers or acquisitions. The Company
currently has no agreements or understandings with respect to any such mergers
or acquisitions.

RISK FACTORS

RISKS RELATED TO THE COMPANY'S 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 owners of the Company's securities and
persons considering an investment in the Company (collectively, "Investors") to
evaluate the business and prospects of the Company and an investment in the
Company. As a new company, the Company faces risks and uncertainties relating to
its ability to successfully implement its strategy. Investors must consider the
risks, expenses and uncertainties that an early stage company in new and rapidly
evolving markets face. Some of these risks include:

        - ability to sustain historical revenue growth rates;
        - ability to increase brand awareness;
        - managing expanding operations;
        - competition;
        - attracting, retaining and motivating qualified personnel;
        - maintaining current, and developing new strategic relationships;
        - ability to anticipate and adapt to the changing Internet market and
          any changes in


<PAGE>   16

          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
          and the advertising budgeting cycles of individual advertisers;
        - capital expenditure 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.

THE COMPANY HAS NEVER BEEN PROFITABLE AND MAY NOT ACHIEVE, OR SUSTAIN,
PROFITABILITY

Neither the Company nor uDate.com Ltd. has ever been profitable. For the three
months ended March 31, 2001 the Company incurred a net loss of approximately
$396,000. At March 31, 2001, the Company had an accumulated deficit of
approximately $7,064,000. The Company cannot assure investors that it will
achieve sufficient revenues for future profitability.

The Company cannot assure investors that it can achieve profitability on a
quarterly or annual basis in the future, or if achieved, sustain such
profitability. If revenues grow at a slower rate than anticipated or decrease,
or if spending levels exceed expectations or cannot be adjusted to reflect
slower or negative revenue growth, the Company may not generate sufficient
revenues to achieve or sustain profitability.

QUARTERLY RESULTS MAY FLUCTUATE

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

Fluctuations in operating results or the failure of operating results to meet
the expectations of public market analysts and investors may negatively impact
the Company's stock price. Quarterly operating results may fluctuate
significantly in the future due to a variety of factors that could affect
revenues or expenses in any particular quarter. Fluctuations in quarterly
operating results could cause the Company's stock price to decline. Investors
should not rely on quarter-to-quarter comparisons of results of operations as an
indication of future performance. Factors that may affect the Company's
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, the Company's Web site, products,
          product enhancements and services;
        - the timing, amount and mix of the Company's subscription and
          advertising revenues;
        - changes in general economic conditions;
        - the magnitude and timing of marketing initiatives;
        - the maintenance and development of strategic relationships;
        - the introduction, development, timing, competitive pricing and market
          acceptance of the Company's products and services and those of the
          Company's competitors;
          the Company's ability to manage anticipated growth and expansion;
          the Company's ability to successfully integrate acquired operations;
          and
        - technical difficulties or system downtime affecting the Internet
          generally or the operation of the Company's products and services
          specifically.


<PAGE>   17

As a result of the factors listed above and because the on-line dating and
matchmaking market is still immature, making it difficult to predict consumer
demand, it is possible that in future periods results of operations may be below
the expectations of public market analysts and investors. This could cause the
Company's stock price to decline.

EXPENSE LEVELS AND CHANGES IN PRICING

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

The Company's major expenses continue to be sales and marketing costs, human
resource costs and technology costs. The Company anticipates that its expenses
will increase as its business expands and as it makes further acquisitions. In
addition, these costs may still be subject to dynamic and, from time to time,
significant variation. If revenues fall below expectations in any quarter and
the Company is unable to quickly reduce spending in response, its operating
results would be lower than expected and the stock price may fall.

THE COMPANY'S BUSINESS MODEL IS UNPROVEN AND MAY NOT BE ADAPTABLE TO A CHANGING
MARKET

If the Company is not able to anticipate changes in the on-line dating and
matchmaking market or if the business model is not successful, the Company may
not be able to expand the business or to successfully compete with other
companies, which could have a material adverse effect on the Company's business,
results of operations and financial condition. The Company's current business
model depends on recurring revenues from (1) members who subscribe for the
Company's fee-generating services ("Subscribers") and (2) advertisers using the
uDate Web site.

Membership revenues depend upon (i) the conversion of new non-paying members to
Subscribers; and (ii) existing Subscribers renewing their membership for further
periods. If current Subscribers decide to discontinue the Company's service and
the Company is unable to replace them with new Subscribers, or if the Company is
unable to prove that advertising on the uDate Web site is effective, or if there
is a general downturn in Internet advertising, revenues could decrease or grow
at a slower rate than expected. It is possible that the Company will be required
to further adapt its business model in response to additional changes in the
on-line dating and matchmaking market or Internet advertising or if the current
business model is not successful.

Additionally, the Company operates on a global basis with registered members and
Subscribers 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 its
financial performance.

THE COMPANY MAY NOT BE ABLE TO OBTAIN SUFFICIENT FUNDS TO GROW ITS BUSINESS AND
ANY ADDITIONAL FINANCING MAY BE ON TERMS ADVERSE TO THE INTERESTS OF ITS
STOCKHOLDERS

The timing, amount, terms and conditions of any additional financing required by
the Company may be unattractive to the Company, and such financing may be
unavailable. If the Company is able to raise additional funds and does so by
issuing equity securities, holders of its 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 the Company's common stock.

If the Company obtains additional financing by issuing debt securities, the
terms of these securities could limit its flexibility in making business
decisions. If additional financing is not available when required or is not
available on acceptable terms, the Company may be unable to fund its expansion,
successfully promote its brand name, develop or enhance its products and
services, take advantage of business opportunities or respond to competitive
pressures, any of which could have a material adverse effect on its business.

THE COMPANY WILL ONLY BE ABLE TO EXECUTE ITS BUSINESS MODEL IF USE OF THE
INTERNET GROWS AND ITS INFRASTRUCTURE IS ADAPTED TO THAT GROWTH


<PAGE>   18

If Internet usage does not continue to grow, the Company may not be able to meet
its business objectives. Increased Internet usage will depend, in large part,
upon the maintenance of the Web infrastructure, such as a reliable network
backbone with the 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;
         -    Web sites 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.

The Company cannot assure investors 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.

THE COMPANY MAY NOT BE ABLE TO DEVELOP AWARENESS OF ITS BRAND NAMES

The Company believes that continuing to build and maintain awareness of its
brand names is critical to achieving widespread acceptance of its business and
to sustain or increase the number of people who use its Web sites. Brand
recognition is a key differentiating factor among providers of on-line dating
and matchmaking services, and the Company believes it could become more
important as competition in its industry increases. In order to maintain and
build brand awareness, the Company must succeed in its marketing efforts,
provide high quality services and increase the number of members using its Web
sites. If it fails to successfully protect, promote, position and maintain its
brand names, incurs significant expenses in promoting its brands and fails to
generate a corresponding increase in revenue as a result of its branding
efforts, or encounter legal obstacles which prevent the continued use of any of
its brand names, the Company's business, results of operations and financial
condition could be materially adversely affected.

THE COMPANY MAY NOT BE ABLE TO SUCCESSFULLY INTRODUCE NEW OR ENHANCED PRODUCTS
OR 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 the
Company's revenues. The Company expects to introduce enhanced products and
services in order to generate additional revenues, attract and retain more
members to its Web sites and respond to competition. Any new or enhanced product
or service introduced that is not favorably received could damage the Company's
reputation and the perception of its brand names.

The Company has just begun its 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 the Company's advertising
technology may not prove as effective as hoped and could be made obsolete by
numerous third parties who may be planning to launch competing products.

COMPETITION COULD CAUSE THE COMPANY DIFFICULTY IN ATTRACTING AND RETAINING
REGISTERED MEMBERS AND CONVERTING REGISTERED MEMBERS TO SUBSCRIBERS

The Company expects competition to continue to increase because the market poses
no substantial barriers to entry for simple web-based applications. The Company
believes that its ability to compete depends upon many factors both within and
beyond its control, including the following:


<PAGE>   19

- the timing and market acceptance of new solutions and enhancements to existing
  solutions developed either by the Company or its competitors;
- customer service and support efforts;
- sales and marketing efforts; and
- ease of use, performance, price and reliability of solutions developed either
  by the Company or its competitors.

The Company competes with traditional dating and matchmaking services, as well
as newspapers, magazines and other traditional media companies that provide
dating and matchmaking services. It also competes with large Internet
information hubs, or portals, such as Yahoo.com. Many of its current and
potential competitors have longer operating histories, significantly greater
financial, technical, marketing and other resources and larger customer bases
than it does. These factors may allow them to respond more quickly than the
Company can to new or emerging technologies and changes in customer
requirements. It may also allow them to devote greater resources than the
Company 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. The Company cannot assure Investors that its competitors will
not develop products or services that are equal or superior to its solutions or
that achieve greater market acceptance than its 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. Any of these competitors
could cause the Company difficulty in attracting and retaining members and
converting registered members to Subscribers.

THE COMPANY MAY LOSE BUSINESS IF IT FAILS TO KEEP PACE WITH RAPIDLY CHANGING
TECHNOLOGIES AND CUSTOMER NEEDS

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

THE COMPANY MAY LOSE MEMBERS IF THE CONTENT OF ITS WEB SITES IS NOT ATTRACTIVE
TO THEM

The Company's future growth depends in part on its ability to attract and retain
members. This in turn depends in part on its ability to deliver original and
compelling content to these members. The Company cannot assure Investors that
its content will be attractive to Internet users. It also cannot assure
Investors that it 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 its Web sites. Internet users can freely
navigate and instantly switch among a large number of Web sites. In addition,
many other Web sites offer very specific, highly-targeted content. These sites
could have greater appeal than the Company's Web site to particular groups
within its target audience.

THE COMPANY'S BUSINESS AND GROWTH WILL SUFFER IF IT IS UNABLE TO HIRE AND RETAIN
HIGHLY SKILLED PERSONNEL

The Company's success depends to a significant extent upon a number of key
management and technical personnel, the loss of one or more of who could
adversely affect the business. In addition, the Company believes that its future
success will depend to a significant extent on its 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.


<PAGE>   20

The Company's future success depends to a significant degree on the skills,
experience and efforts of Melvyn Morris, the Company's Chief Executive Officer.
The loss of the services of Mr. Morris could have a material adverse effect on
the Company's business, operating results and financial condition.

The Company does not currently maintain key person insurance for Mr. Morris or
any other member of its management team.

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

THE COMPANY MAY NOT BE ABLE TO EFFECTIVELY MANAGE ITS EXPANDING OPERATIONS

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

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

The Company has recently completed the acquisition of Kiss.com. A significant
amount of management time has been devoted to ensuring the successful completion
of this acquisition, and a significant amount of future time will need to be
devoted to ensuring a seamless and efficient integration of Kiss. There can be
no assurance that the Company will be successful in managing this integration
process or the expanded entity as a whole, or that failure to manage these will
not have a material adverse effect on the Company's business, operating results
or financial condition.

THE FAILURE TO ESTABLISH AND MAINTAIN AGREEMENTS AND ALLIANCES WITH OTHER WEB
PROPERTIES COULD LIMIT THE GROWTH OF THE COMPANY'S BUSINESS

The Company has entered into, and expects to continue to enter into,
arrangements with third parties to increase its member base, bring traffic to
its Web site and enhance its brands. If any of the current agreements are
terminated, it cannot assure Investors that it will be able to replace the
terminated agreement with an equally beneficial arrangement. It also cannot
assure Investors that it will be able to renew any of its current agreements
when they expire or, if it is able to do so, that such renewals will be
available on acceptable terms. It also does not know whether it will be
successful in entering into additional partnerships and alliances or that any
relationships, if entered into, will be on terms favorable to the Company.

THE COMPANY MAY NOT BE SUCCESSFUL IN ITS PLAN FOR INTERNATIONAL EXPANSION

The Company may not be able to successfully execute its business plan in foreign
markets. If revenue from international ventures is not adequate to cover its
investment in those ventures, total revenues could be materially


<PAGE>   21

adversely affected. The Company believes that expansion into international
markets through a combination of internal business expansion, strategic
alliances, joint ventures and potential acquisitions will be important to
continue the business' growth. 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 law and enforcement relating
              to the regulation and protection of intellectual property; and
         -    general political and economic trends.

THE COMPANY MAY NOT BE ABLE TO SUCCESSFULLY MAKE ACQUISITIONS OF, OR INVESTMENTS
IN, OTHER COMPANIES

The Company expects its growth to continue, in part, by acquiring further
complementary businesses, products, services or technologies. It expects to have
discussions with companies regarding acquiring, or investing in, their
businesses, products, services or technologies. The Company cannot assure
Investors that it will be able to identify suitable acquisition or investment
candidates. Even if it does identify suitable candidates, it cannot assure
Investors that it 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 acceptable to the Company;
           -    diversion of management's attention from other business
                concerns;
           -    retention of key personnel of the acquired company;
           -    entry into markets in which the Company has 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 its
                organization effectively; and
           -    inability to retain and motivate key personnel and to retain the
                clients or goodwill of acquired entities.

In pursuing acquisitions, the Company may compete with competitors that may be
larger and have greater financial and other resources than it has. Competition
for these acquisition targets could result in increased prices. In addition, in
executing the Company's acquisition strategy, it may incur expenses without
being able to identify suitable acquisition candidates. This could reduce its
profitability.

RISKS RELATED TO THE INTERNET AND THE COMPANY'S TECHNOLOGY INFRASTRUCTURE

THE COMPANY'S TECHNOLOGY MAY NOT BE ABLE TO ACCOMMODATE INCREASED WEB SITE
TRAFFIC

To support its high level of growth it is critical that the Company scales its
Web site operations to support growth and maintain acceptable levels of
performance. The Company believes that the process of converting registered
members to paying members is highly sensitive to Web site availability,
performance, speed of page delivery and database


<PAGE>   22

operations. Any catastrophic failure at its facility could prevent it from
serving its Web traffic for up to several days, and any failure of one or more
of its Internet service providers may adversely affect the network's
performance.

The Company's technology has thus far demonstrated its ability to scale in
accommodating significant growth. However, the Company believes that its sites
are among the busiest of sites on the Web. As the performance of the Company's
services are enhanced following upgrades, users typically stay on-line longer.
This can make capacity planning extremely difficult, giving rise to spikes in
demand for services. The long-term scalability of its current technology will be
a critical factor as the Company grows.

The Company may experience reduced visitor traffic, reduced revenue and harm to
its 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 the Company's products and
services or a decrease in responsiveness of its services could result in reduced
visitor traffic, reduced revenue and could materially adversely affect its
reputation and brand. The Company's servers and software must be able to
accommodate a high volume of traffic. The Company has experienced system
interruptions in the past, and it believes that these interruptions will
continue to occur from time to time in the future.

Any increase in demands on its servers beyond their current capacity will
require it to expand and adapt its network infrastructure. If it is unable to
add additional software and hardware to accommodate increased demand, it could
experience unanticipated system disruptions and slower response times.

The Company's members may become dissatisfied by any system failure that
interrupts its ability to provide its products and services to them or results
in slower response times. The Company does not maintain business interruption
insurance and its other insurance may not adequately compensate it for any
losses that may occur due to any failures in its system or interruptions in its
service.

BREACHES OF THE COMPANY'S NETWORK SECURITY COULD BE COSTLY

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

THE COMPANY'S INTELLECTUAL PROPERTY PROTECTION MAY NOT BE ADEQUATE

The Company has developed technologies that it uses in its business. It relies
primarily on a combination of common law trade secret, copyright and trademark
protection and contractual provisions to protect its proprietary rights in such
technologies.

The steps the Company has taken to protect its proprietary rights may not be
adequate to deter misappropriation of proprietary information. The Company may
not be able to detect unauthorized use of its proprietary information or take
appropriate steps to enforce its 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 the Company markets or may market its services in the future
are uncertain and may afford little or no effective protection of its
intellectual property. If the Company resorts to legal proceedings to enforce
its intellectual property rights, the proceedings could be burdensome and
expensive. The proceedings could also involve a high degree of risk.

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


<PAGE>   23

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

THE COMPANY MAY BE LIABLE AS A RESULT OF INFORMATION RETRIEVED FROM OR
TRANSMITTED OVER THE INTERNET

The Company 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 its
Web sites and the other sites linked to it. These types of claims have been
brought, sometimes successfully, against on-line services in the past. The
Company could also be sued for the content that is accessible from its Web sites
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. The Company also
offers e-mail services, which may subject it to potential risks, such as
liabilities or claims resulting from unsolicited e-mail or spamming, lost or
misdirected messages, security breaches, illegal or fraudulent use of e-mail or
interruptions or delays in e-mail service. The Company's insurance does not
specifically provide for coverage of these types of claims and therefore may not
adequately protect it against these types of claims. In addition, the Company
could incur significant costs in investigating and defending such claims, even
if it ultimately is not liable. If any of these events occur, the Company's
revenues could be materially adversely affected.

OTHER RISKS

THE COMPANY MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATIONS AND LEGAL
UNCERTAINTIES AFFECTING THE INTERNET WHICH COULD ADVERSELY AFFECT ITS BUSINESS

Legal uncertainties and new regulations could increase the Company's costs of
doing business, require it to revise its products or services, prevent it from
delivering its products and services over the Internet or slow the growth of the
Internet, any of which could increase its expenses, reduce its revenues or cause
its revenues to grow at a slower rate than expected and materially adversely
affect its 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 the Company sells 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 the Company's future operating results which
could result in a decline in its stock price.


<PAGE>   24

THE COMPANY'S 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 the Company which 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 the Company's control. These factors
include:

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

Since the Company's stock price is potentially volatile, it may become subject
to securities litigation which is expensive and could result in a diversion of
resources. Litigation brought against it could result in substantial costs to it
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 the
Company's stock price is volatile, it could be subject to securities litigation
and incur higher expenses than expected, which could have a material adverse
effect on its business and results of operations.

FUTURE SALES OF THE COMPANY'S STOCK MAY NEGATIVELY AFFECT ITS STOCK PRICE

The market price of the Company's common stock could decline as a result of
sales of a large number of shares of the common stock in the market or as a
result of sales by its existing stockholders, or the perception that these sales
could occur. The Company has 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 the Company to sell equity securities in the future at a time
and at a price that it deems appropriate. Unregistered shares of its 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 the common stock also have certain
demand and piggyback registration rights enabling them to register their shares
under the Securities Act for sale.


<PAGE>   25



                                    PART II.
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)

None.

(b)

None.

(c)

        On February 12, 2001, the Company granted an option to certain employees
of the Company to purchase 850,000 shares at $1.88 per share. The first 25% of
the options vested on February 12, 2001 and the remaining 75% vest evenly over
the following 24 month period.

        On February 12, 2001, the Company granted an option to an employee of
the Company to purchase 150,000 shares at $1.88 per share. The first 10% of the
options vested on February 12, 2001 and the remaining 90% vest evenly over the
following 24 month period.

        On February 12, 2001, the Company granted an option to certain employees
of the Company to purchase 190,000 shares at $1.88 per share. These options vest
evenly over the 24 month period following February 12, 2001.

        On March 1, 2001, the Company granted an option to Mantra Public
Relations to purchase 40,000 shares at $2.50 per share. These options vest
evenly over the 12 month period following March 1, 2001.

        On March 29, 2001, the Company granted an option to certain employees of
the Company to purchase 280,000 shares at $1.88 per share. The first 40% of the
options vest on March 29, 2001 and the remaining 60% vest evenly over the
following 15 month period.

        On March 29, 2001, the Company granted an option to an employee of the
Company to purchase 520,000 shares at $1.94 per share. The first 25% of the
options vest on March 29, 2001 and the remaining 75% vest evenly over the
following 24 month period.

        On March 29, 2001, the Company granted an option to an employee of the
Company to purchase 80,000 shares at $1.94 per share. The first 25% of the
options vest on March 29, 2001 and the remaining 75% vest evenly over the
following 36 month period.

        The issuance of the option grants described in the preceding seven
paragraphs were exempt from registration under the Securities Act of 1933 under
Section 4(2) of that Act as transactions not involving a public offering. The
exercise of the above-described options that were granted on March 29, 2001
is subject to the distribution of an Information Statement describing the
Company's 2001 Stock Incentive Plan.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

        On or about February 23, 2001, the holders of a majority of the
outstanding shares of the Company acted by written consent to adopt and approve
a merger which changed the Company's state of incorporation from the State of


<PAGE>   26

California to the State of Delaware.

        On or about March 28, 2001, the holders of a majority of the outstanding
shares of the Company acted by written consent to adopt and approve the 2001
Stock Incentive Plan which provides for the grant of incentive stock options,
non-statutory stock options and restricted stock awards to our employees,
officers, directors, consultants and advisors, for the purpose of enhancing our
ability to attract, retain and motivate persons who make, or are expected to
make, important contributions to us; provided that such adoption and approval
shall be of no force or effect until the date that is twenty calendar days after
an information statement complying with Regulation 14, promulgated under the
Securities Exchange Act of 1934, as amended, has been sent or given to all
stockholders of the Company.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits.

        The Exhibits listed in the Exhibit Index immediately preceding such
Exhibits are filed as part of or are included in the Quarterly Report on Form
10-QSB.

(b)    Reports on Form 8-K.

        On February 20, 2001, the Company filed a Current Report on Form 8-K
reporting information under Item 5 (Other Events). No financial statements were
filed with such report.

        On March 26, 2001, the Company filed a Current Report on Form 8-K/A
reporting information under Item 4 (Change of Accountants). No financial
statements were filed with such report.

        On March 28, 2001, the Company filed a Current Report on Form 8-K12G3/A
reporting information under Item 5 (Other Events). No financial statements were
filed with such report.



<PAGE>   27


                                   SIGNATURES

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



                                  UDATE.COM, INC.


Date:   May 15, 2001         By:   /s/   Melvyn Morris
                                  -----------------------------------
                                         Melvyn Morris
                                         Chief Executive Officer


                             By:   /s/   Michael Brocklesby
                                  -----------------------------------
                                         Michael Brocklesby
                                         Vice President and
                                         Chief Financial Officer
                                         (Principal Financial
                                         and Chief Accounting Officer)

<PAGE>   28


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.    Description
-----------    -----------

<S>            <C>
2.01           Share Exchange Agreement dated as of May 23, 2000 by and among
               the Registrant, Atlas Trust Company (Jersey) Limited, Internet
               Investments Inc., uDate.com, Ltd., Tavendish Enterprises Ltd.,
               David John Shortland, Paula Loraine Shortland, Ryley Hill Ltd.,
               the trustees of the Shortland No. 1 Trust, Melvyn Morris and
               Howard Thacker (filed as Exhibit 2.1 to the Registrant's Current
               Report on Form 8-K filed on June 9, 2000, as amended by Current
               Reports on Form 8-K/A filed with the Commission on August 14,
               2000 and March 26, 2001 and incorporated herein by reference).

2.02           Agreement and Plan of Merger of uDate.com, Inc., a California
               corporation, and uDate.com, Inc., a Delaware corporation, dated
               effective as of March 27, 2001 (filed as Exhibit 2.1 to the
               Registrant's Current Report on Form 8-K filed on March 28, 2001
               and incorporated herein by reference).

2.03           Agreement and Plan of Merger dated as of February 13, 2001 by and
               among uDate.com, Inc., KCI Acquisition Corp., Kiss.com, Inc., and
               Lee Zehrer (filed as Exhibit 2.03 to the Registrant's Transition
               Report on Form 10-KSB filed by the Registrant on April 2, 2001,
               as amended by the Transition Report on Form 10-KSB/A filed with
               the Commission on April 30, 2001 and incorporated herein by
               reference).

2.04           Amendment Agreement and Consent dated February 23, 2001 by and
               among uDate.com, Inc., a California Corporation, KCI Acquisition
               Corp., uDate.com, Inc., a Delaware corporation, Kiss.com, Inc.,
               and Lee Zehrer (filed as Exhibit 2.04 to the Registrant's
               Transition Report on Form 10-KSB filed by the Registrant on April
               2, 2001, as amended by the Transition Report on Form 10-KSB/A
               filed with the Commission on April 30, 2001 and incorporated
               herein by reference).

3.01           Certificate of Incorporation of the Registrant (filed as Appendix
               B to the Registrant's Definitive Information Statement filed on
               March 6, 2001 and incorporated herein by reference).

3.02           By-laws of the Registrant (filed as Appendix C to the
               Registrant's Definitive Information Statement filed on March 6,
               2001 and incorporated herein by reference).

4.01           Specimen Stock Certificate representing Common Stock (filed as
               Exhibit 4.01 to the Registrant's Transition Report on Form 10-KSB
               filed by the Registrant on April 2, 2001, as amended by the
               Transition Report on Form 10-KSB/A filed with the Commission on
               April 30, 2001 and incorporated herein by reference).

10.01          Registrant's 2001 Stock Incentive Plan.

10.02          Registration Rights Agreement dated March 28, 2001 between the
               Registrant and the purchasers of common stock of the Registrant
               named on the signature pages thereto (filed as Exhibit 10.10 to
               the Registrant's Transition Report on Form 10-KSB filed by the
               Registrant on April 2, 2001, as amended by the Transition Report
               on Form 10-KSB/A filed with the Commission on April 30, 2001 and
               incorporated herein by reference).

21.01          Subsidiaries of the Registrant (filed as Exhibit 21.01 to the
               Registrant's Transition Report on Form 10-KSB filed by the
               Registrant on April 2, 2001, as amended by the Transition Report
               on Form 10- KSB/A filed with the Commission on April 30, 2001 and
               incorporated herein by reference).
</TABLE>