<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 June 30, 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)


<TABLE>
         <S>                                                           <C>
                   DELAWARE
    330835561
         (State or Other Jurisdiction of                               (I.R.S.
Employer Identification No.)
         Incorporation or Organization)
</TABLE>




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

                                 (877) 802-7243
                (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 July 24, 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>
<S>
           <C>
PART I. FINANCIAL INFORMATION
             Page No.

Item 1.   Financial Statements:

          Condensed Consolidated Balance Sheets -
           June 30, 2001 and December 31, 2000
                 3

          Condensed Consolidated Statements of Operations -
          Three and Six Months ended June 30, 2001 and 2000
                 4

          Condensed Consolidated Statements of Cash Flows -
          Three and Six Months ended June 30, 2001 and 2000
                 5

          Notes to Condensed Consolidated Financial Statements
                 6

Item 2.   Management's Discussion and Analysis or Plan of
          Operations
                14

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings
                40

Item 2.   Changes in Securities
                40

Item 3.   Defaults upon Senior Securities
                40

Item 4.   Submission of Matters to a Vote of Security Holders
                40

Item 5.   Other Information
                40

Item 6.   Exhibits and Reports on Form 8-K
                40

       Signatures
                42
</TABLE>






<PAGE>   3



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



<TABLE>
<CAPTION>

          JUN 30, 2001   DEC 31, 2000

               $              $
<S>
        <C>              <C>
ASSETS
Current assets :
Cash
                957,682      1,450,366
Trade accounts receivable
                216,613        167,723
Due from officers and employees
                104,163         25,067
Prepaid expenses
                259,021        348,452

         ------------------------------
Total current assets
              1,537,479      1,991,608

         ------------------------------


Intangible assets :
Goodwill
             19,713,204              -

         ------------------------------

             19,713,204              -

         ------------------------------

Plant and equipment
Computer and office equipment
              2,376,802      1,765,372
Website Development
                128,285              -
Less : Accumulated depreciation
              1,070,485        501,096
Net website development, computer and office equipment
         ------------------------------
Net computer and office equipment
              1,434,602      1,264,276

         ------------------------------
Total assets
             22,685,285      3,255,884

         ==============================

Current liabilities :
Current portion of obligations under capital leases
                114,119         70,177
Accounts payable and accrued liabilities
              1,681,873      1,156,524
Deferred revenue
              1,469,705        439,929
Note payable
              4,900,000              -
Amounts due to officers and directors
                      -        207,228
Other current liabilities
                294,097         54,822

         ------------------------------
Total current liabilities
              8,459,794      1,928,680

         ==============================

Obligations under capital leases, excluding current portion
                 43,592         12,978
Deferred revenue
                157,164              -

         ------------------------------

                200,756         12,978

         ------------------------------
Total liabilities
              8,660,550      1,941,658

         ------------------------------

Stockholders' equity (deficit):
Common stock $0.001 par value
Authorised 150,000,000 and 50,000,000 at June 30, 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
             22,078,233      7,963,157
Retained deficit
             (8,119,596)    (6,708,779)
Accumulated other comprehensive income - cumulative translation adjustment
                 41,593         41,593

         ------------------------------
Total stockholders' equity
             14,024,735      1,314,226


         ------------------------------
Total liabilities and stockholders' equity
             22,685,285      3,255,884

         ==============================
</TABLE>


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


<PAGE>   4





UDATE.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
                                                           3 MONTH        3
MONTH                      6 MONTH        6 MONTH
                                                         PERIOD ENDED   PERIOD
ENDED                 PERIOD ENDED   PERIOD ENDED
                                                         JUN 30, 2001   JUN 30,
2000                 JUN 30, 2001   JUN 30, 2000
                                                              $              $
                         $              $
<S>                                                      <C>               <C>
                    <C>             <C>
Sales                                                        4,217,129
132,294                    5,755,560        225,954
Operating expenses
Selling general and admin expenses                           2,349,155
635,974                    3,260,629        667,608
Advertising expense                                          1,644,882
604,564                    2,523,459        819,541
Depreciation                                                   196,282
49,663                      342,434         75,434
Amortization of goodwill                                     1,037,538
   -                    1,037,538              -


------------------------------              ------------------------------
Total operating expenses                                     5,227,857
1,290,201                    7,164,060      1,562,583


------------------------------              ------------------------------
Earnings Before Interest and Tax                            (1,010,728)
(1,157,907)                  (1,408,500)    (1,336,629)

Interest income                                                  5,564
28,138                        9,070         28,138
Interest expense                                                 9,308
7,558                       11,387          7,648


------------------------------              ------------------------------
Loss before income taxes                                    (1,014,472)
(1,137,327)                  (1,410,817)    (1,316,139)

Income taxes                                                         -
   -                            -              -


------------------------------              ------------------------------
Net loss                                                    (1,014,472)
(1,137,327)                  (1,410,817)    (1,316,139)

==============================              ==============================

Basic and diluted earnings per share                             (0.04)
(0.08)                       (0.07)         (0.11)

Weighted average number of shares used in
calculation of basic and diluted earnings per share         24,504,998
13,985,879                   21,466,325     12,367,323
</TABLE>

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

<PAGE>   5



UDATE.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASHFLOW (UNAUDITED)



<TABLE>
<CAPTION>
                                                                 3 MONTH
3 MONTH              6 MONTH        6 MONTH
                                                               PERIOD ENDED
PERIOD ENDED         PERIOD ENDED   PERIOD ENDED
                                                               JUN 30, 2001
JUN 30, 2000         JUN 30, 2001   JUN 30, 2000
                                                                    $
  $                    $              $
<S>                                                            <C>
<C>                 <C>            <C>
Cashflow
--------
Net loss                                                          (1,014,472)
(1,137,327)          (1,410,817)    (1,316,139)


Depreciation of plant and equipment                                  196,282
    49,663              342,434         75,434

Amortization of goodwill                                           1,037,538
         -            1,037,538              -

Stock compensation expense                                            10,641
         -               14,188              -

(Increase)/Decrease in trade accounts receivable,
amounts due from officers and employees
and prepaid expenses                                                (351,750)
  (178,760)              31,882       (184,569)

Increase in amounts payable and accrued liabilities,
deferred revenue, amounts due to officers and directors,
accrued salaries and wages and other current
liabilities                                                          975,322
   320,461              435,321        502,766

------------------------------      ------------------------------

Net cash provided by / (used in) operating activities                853,561
  (945,963)             450,546       (922,508)

Cash flows used in investing activities :
Cash acquired with Kiss.com, Inc                                           -
         -               49,483              -
Costs associated with the acquisition of Kiss.com                   (455,119)
         -             (494,882)             -
Website development                                                  (23,187)
         -             (128,285)             -
Capital expenditure                                                 (170,889)
  (269,243)            (177,983)      (307,930)

------------------------------      ------------------------------
Net cash used in investing activities                               (649,195)
  (269,243)            (751,667)      (307,930)

------------------------------      ------------------------------

Cash flows used in financing activities :
Repayment of capital lease obligations                               (72,080)
   (16,662)             (91,563)       (47,571)
Loan note repayment                                                        -
         -             (100,000)             -
Proceeds from issuance of common stock                                     -
 7,635,580                    -      7,635,580
Exchange difference proceeds from issuance
 of common stock                                                           -
     9,665                    -          9,665

------------------------------      ------------------------------
Net cash used in financing activities                                (72,080)
 7,628,583             (191,563)     7,597,674

------------------------------      ------------------------------

Net increase/(decrease) in cash and cash equivalents                 132,286
 6,413,377             (492,684)     6,367,236

Cash and cash equivalents at beginning of period                     825,396
     6,276            1,450,366         52,417


------------------------------      ------------------------------
Cash and cash equivalents at end of period                           957,682
 6,419,653              957,682      6,419,653

==============================      ==============================
</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.



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

<PAGE>   6


                        UDate.com, Inc. and Subsidiaries
    Notes to the Condensed Consolidated Financial Statements, June 30, 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 position, 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 June 30, 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 and the Company's Form
10-QSB filed with the Commission on May 15, 2001.

NOTE 2. NATURE OF BUSINESS

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

-       uDate.com Ltd. ("uDate-UK"), which is a United Kingdom ("UK") based
        Company providing Internet dating services on a global basis. uDate-UK
        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.com"), 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, 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.

<PAGE>   7


The results of operations for the Company include the operating results for both
uDate-UK and Kiss.com for the whole of the three months ended June 30, 2001.

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.

NOTE 3. ACQUISITIONS

On March 29, 2001, the Company completed the acquisition of Kiss.com, a
privately held Washington corporation. Kiss.com operates a picture personals
service. As a result of the acquisition, Kiss.com became a wholly-owned
subsidiary of uDate.com, Inc. and uDate.com, Inc. issued 6,249,998 shares of its
common stock, along with notes payable for an aggregate principal amount of
$5,000,000, in exchange for all of the outstanding shares of Kiss.com. The
acquisition was accounted for under the purchase method of accounting, and was
valued at approximately $19.6 million, including transaction costs.

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

-       an amount equal to 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.


No amount was paid on June 30, 2001 as the Company's cash assets at this time
did not exceed $1 million.

Interest is payable on the notes at a rate of 7% per annum from July 1, 2001. In
addition, until the notes are repaid, the Company shall issue and deliver to
each noteholder a certificate or certificates representing that number of shares
of the Company's common stock equal to two percent (2%) of the aggregate
principal amount of such person's note that is unpaid as of the end of the month
then-ended, divided by the greater of (i) $2.00 per share and (ii) the Average
Price (as such term is defined in the notes).

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

<TABLE>
<S>                                         <C>
Stock                                        $ 14,107,138
Notes payable                                $  5,000,000
                                             ------------
</TABLE>

<PAGE>   8



<TABLE>
<S>                                         <C>
                                             $19,107,138
Direct acquisition costs                     $   507,882
                                             -----------
Total purchase price                         $19,615,020
                                             ===========
</TABLE>



The purchase price was initially allocated as follows :


<TABLE>
<S>                                         <C>
Current assets acquired                      $    78,578
Equipment                                    $   206,492
Non-current assets acquired                  $    41,342
Liabilities                                  ($1,462,134)
Goodwill                                     $20,750,742
                                             -----------
Total                                        $19,615,020
                                             ===========
</TABLE>


The Company has not yet completed the 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 value 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 of five years.

In connection with the acquisition of Kiss.com, the Company incurred
approximately $508,000 in acquisition-related expenditures for professional and
other costs. As of June 30, 2001, approximately $495,000 of these costs have
been paid. The remaining costs will be paid during the third 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>
                                                        Six months ended June,
30
                                                        2000
2001
                                                        ----
----
                                                        (unaudited)
(unaudited)
<S>                                         <C>         <C>
<C>
Total revenue                                $          1,394,271
7,250,126
Net loss                                     $          (4,271,449)
(3,077,707)
Net loss per share - basic and diluted       $          (0.23)
(0.13)
</TABLE>







<PAGE>   9

NOTE 4. LIQUIDITY


As of June 30, 2001, the Company had $957,682 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 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 notes
payable issued on the acquisition of Kiss.com. 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.

NOTE 5. SIGNIFICANT ACCOUNTING POLICIES

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001 as well as all purchase method business
combinations completed after June 30, 2001. Statement 141 also specifies
criteria intangible assets acquired in a purchase method business combination
must meet to be recognized and reported apart from goodwill, noting that any
purchase price allocable to an assembled workforce may not be accounted for
separately. Statement 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that intangible assets with definite useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of.

The Company is required to adopt the provisions of Statement 141 immediately,
and Statement 142 effective January 1, 2002. Furthermore, any goodwill and any
intangible asset determined to have an indefinite useful life that are acquired
in a purchase business combination completed after June 30, 2001 will not be
amortized, but will continue to be evaluated for impairment in accordance with
the appropriate pre-Statement 142 accounting

<PAGE>   10



literature. Goodwill and intangible assets acquired in business combinations
completed before July 1, 2001 will continue to be amortized prior to the
adoption of Statement 142.

Statement 141 will require, upon adoption of Statement 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill. Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period.

In connection with the transitional goodwill impairment evaluation, Statement
142 will require the Company to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this the Company must identify its reporting units and determine the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. The Company will then have up to six months from the date of
adoption to determine the fair value of each reporting unit and compare it to
the reporting unit's carrying amount. To the extent a reporting unit's carrying
amount exceeds its fair value, an indication exists that the reporting unit's
goodwill may be impaired and the Company must perform the second step of the
transitional impairment test. In the second step, the Company must compare the
implied fair value of the reporting unit's goodwill, determined by allocating
the reporting unit's fair value to all of it assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in accordance with Statement 141, to its carrying amount, both of which would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in the Company's statement of
earnings.

And finally, any unamortized negative goodwill existing at the date Statement
142 is adopted must be written off as the cumulative effect of a change in
accounting principle.

The Company has not yet completed the purchase accounting analysis to allocate
acquisition costs to the acquired net assets. Prior to this allocation, as of
the date of adoption, the

<PAGE>   11

Company expects to have unamortized goodwill in the amount of $17,638,000
which will be subject to the transition provisions of Statements 141 and 142.
Amortization expense related to goodwill was $nil and $1,038,000 for the year
ended December 31, 2000 and the six months ended June 30, 2001, respectively.
Because of the extensive effort needed to comply with adopting Statements 141
and 142, it is not practicable to reasonably estimate the impact of adopting
these Statements on the Company's financial statements at the date of this
report, including whether any transitional impairment losses will be required to
be recognized as the cumulative effect of a change in accounting principle.

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 787,550
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.

<PAGE>   12



(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.

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

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

(viii) To purchase 80,000 shares of common stock at an exercise price of $1.94
     per share. 25% of the options vested 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

Granted                                                            -
             -



-----------------------------------------
Balance at June 30, 2001                                    3,270,000
          $3.95
</TABLE>









<PAGE>   13

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, 3 months ended
March 31, 2001 and 3 months ended June 30, 2001




<TABLE>
<CAPTION>




                                                               Number
Common       Additional
                                                              of shares
stock         capital

$              $
<S>                                                          <C>
<C>         <C>
Balances at March 1, 1999                                      10,711,835
    167              -

Net loss for the year                                                   -
      -              -


Cumulative translation adjustment                                       -
      -              -



Comprehensive net loss




---------------------------------------------
Balances at March 1, 2000                                      10,711,835
    167              -

Net loss for the 10 month period                                        -
      -              -


Cumulative translation adjustment                                       -
      -              -



Comprehensive net loss


Shares issued in connection with :

  Warrants and options granted to non-employees for services            -
      -        451,423

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

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


---------------------------------------------
Balances at December 31, 2000                                  18,255,000
 18,255      7,963,157

Net (loss) for the 3 month period                                       -
      -              -

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

Shares issued in connection with :
  Acquisition of Kiss.com                                       6,249,998
  6,250     14,100,888


---------------------------------------------
Balances at March 31, 2001                                     24,504,998
 24,505     22,067,592

Net (loss) for the 3 month period                                       -
      -              -

  Warrants and options granted to non-employees for services            -
      -         10,641


---------------------------------------------
Balances at June 30, 2001                                      24,504,998
 24,505     22,078,233
</TABLE>




<TABLE>
<CAPTION>

Accumulated

other          Total
                                                             Retained
comprehensive  stockholders'
                                                             earnings
income         equity
                                                                $              $
             $
<S>                                                          <C>           <C>
          <C>
Balances at March 1, 1999                                       (213,875)
(2,895)      (216,603)

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


Cumulative translation adjustment                                      -
19,575         19,575


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



--------------------------------------------
Balances at March 1, 2000                                       (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 non-employees for services           -
     -        451,423

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

  Reverse Acquisition and Share reorganization                         -
     -      7,305,942


--------------------------------------------
Balances at December 31, 2000                                 (6,708,779)
41,593      1,314,226

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

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

Shares issued in connection with :
Acquisition of Kiss.com                                                -
     -     14,107,138


--------------------------------------------
Balances at March 31, 2001                                    (7,105,124)
41,593     15,028,566

Net (loss) for the 3 month period                             (1,014,472)
     -     (1,014,472)

Warrants and options granted to non-employees for services             -
     -         10,641


--------------------------------------------
Balances at June 30, 2001                                     (8,119,596)
41,593     14,024,735
</TABLE>


<PAGE>   14






                       Special Note Regarding References

References in this Quarterly Report on Form 10-QSB to www.udate.com,
www.kiss.com, any variations of the foregoing, or any other uniform resource
locator, or URL, are inactive textual references only. The information on
uDate's website, Kiss' website and any other website is not incorporated by
reference into this Quarterly Report on Form 10-QSB and should not be considered
to be a part of this document.


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 Forms 10-KSB/A filed
with the Commission on April 30, 2001 and July 11, 2001, the Company's Form
10-QSB filed with the Commission on May 15, 2001, the Company's Form 8-K
concerning the agreement to acquire Kiss.com, Inc. ("Kiss.com") filed

<PAGE>   15


with the Commission on February 20, 2001, the Company's Form 8-K concerning the
acquisition of Kiss.com filed with the Commission on April 6, 2001, and the
Company's Form 8-K/A concerning the acquisition of Kiss.com filed with the
Commission on June 12, 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 2.9 million
members with access to a large database of profiles, many with pictures, which
may be searched and viewed at any time. Paying members may utilize KissMail (a
private HTML email service) to communicate. Kiss.com also offers a limited
number of off-line services such as special events.

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 technology aims to increase the likelihood of generating a successful
pairing. Members are able to run "two-way" matches against the full 2.0
million-member database or focus the

<PAGE>   16


match on those currently online - now approaching 5,000 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 around 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. Both uDate and Kiss
provide non-paying members with the ability to post a profile, including
photographs if desired. Non-paying members may visit the Web site at any time to
search for members they would like to make contact with. Free memberships do not
have a fixed duration or term and may be cancelled by the member at

<PAGE>   17



any time. However, members must purchase a subscription to communicate with
other members. Subscription plans are available allowing communication for
periods of five days to 24 months, dependant upon the Web site. Subscription
plans of one month duration or greater generally renew automatically upon the
expiration of the subscription period.


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
products continues, along with further 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 appropriate.


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 the three months ended June 30, 2001 the Company
was able to report positive earnings before interest, tax, depreciation and
amortization (EBITDA) resulting from implementation of its profitability
strategy, which comprises 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.


<PAGE>   18

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 large marketing reach will increase
their chances of survival and also maximize their market potential.

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. Opportunities will be
weighed against the Company's resources, the price sought by sellers and
management's belief as to the expected benefits from any such acquisition. The
Company currently has no agreements or understandings with respect to any such
acquisitions.




RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND JUNE
30, 2000


The acquisition of Kiss.com was completed on March 29, 2001. Accordingly, the
results of operations for the three months ended June 30, 2001 include the
operating results of both uDate-UK and Kiss.com. The results of operations for
the three months ended March 31, 2001, however, do not include any contribution
from Kiss.com as their inclusion for a period of three days is not considered to
be material.

Unless specifically discussed below, there were no material changes from period
to period in line items of the financial statements, other than those changes
arising from the inclusion of the results of operations of Kiss.com for the
three months ended June 30, 2001. 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.


<PAGE>   19

REVENUES

Total revenues for the three months ended June 30, 2001 were $4,217,129 compared
to $132,294 for the three months ended June 30, 2000 and $1,538,431 for the
three months ended March 31, 2001. Revenues for the second quarter of 2001
therefore show an increase of 174% over the previous quarter. This reflects the
continued growth in members and subscribers of uDate-UK, which returned revenues
of $1,805,835 for the second quarter of 2001, an increase of 17% over the first
quarter, together with the inclusion of revenues for Kiss.com in the second
quarter of 2001 amounting to $2,411,294, which represented 57% of the total
revenues for the second quarter of 2001.

Total revenues for the six months ended June 30, 2001 were $5,755,560 compared
to $225,954 for the six months ended June 30, 2000.

Membership revenues for the three months ended June 30, 2001 made up 99.8% of
total revenues returned in the quarter.

The growth in membership revenues achieved during the second quarter of 2001 as
compared to the first quarter of 2001 was due to (i) the continued greater
awareness of the uDate Web site as a consequence of targeted marketing
activities, increased conversion of registered members to paying subscribers,
the automatic renewal of the members' subscriptions upon the expiration of the
subscription period, further improvements to the functionality and performance
of the uDate application, and: (ii) the inclusion of membership revenues for
Kiss.com for the second quarter of 2001.

During the three months ended June 30, 2001 four million barter advertisements
were displayed on the uDate Web site, and consequently for each two displayed,
an advertisement for uDate appeared on someone else's Web site. Revenue and
costs in respect of this arrangement have not been recognized on the basis that
it is not possible to determine a fair value for the advertising surrendered in
the transaction.

SALES AND MARKETING EXPENSE

Total sales and marketing expenses for the three months ended June 30, 2001 were
$1,644,882 compared to $604,564 for the three months ended June 30, 2000 and
$878,577 for the three months ended March 31, 2001. Sales and marketing expenses
for the second quarter of 2001 therefore show an increase of 87% over the
previous quarter. This reflects the inclusion of sales

<PAGE>   20


and marketing expenses for Kiss.com in the second quarter of 2001 amounting to
$1,019,974, which represented 62% of total sales and marketing expenses in the
second quarter of 2001.

Total sales and marketing expenses for the six months ended June 30, 2001 were
$2,523,459 compared to $819,541 for the six months ended June 30, 2000.

The annual second quarter increase in sales and marketing expense of 172%
reflects the inclusion of sales and marketing expense for Kiss.com for the
second quarter of 2001 mitigated by an overall improvement in the purchase and
placement of advertising.

Sales and marketing expense continues to be predominantly on-line media. The
Company has strategic contracts in place with parties such as Excite, Alta
Vista, MSN, NetZero and USAToday.com. Advertising through on-line media
contributed to the majority of the 1,076,471 new registered members joining in
the quarter.

GENERAL AND ADMINISTRATIVE EXPENSE


Total general and administrative expenses for the three months ended June 30,
2001 were $2,349,155 compared to $635,974 for the three months ended June 30,
2000 and $911,474 for the three months ended March 31, 2001. General and
administrative expenses for the second quarter of 2001 therefore show an
increase of 158% over the previous quarter. This reflects the inclusion of
general and administrative expenses for Kiss.com in the second quarter of 2001
amounting to $812,582, which represented 35% of total general and administrative
expenses in the second quarter of 2001, together with an increase in internet
service charges and other fees and expenses reflecting the change in operating
level of the Company after the Kiss.com acquisition.


Total general and administrative expenses for the six months ended June 30, 2001
were $3,260,629 compared to $667,608 for the six months ended June 30, 2000.

Significant components of general and administrative expense in the six months
ended June 30, 2001 include a) wages and salaries of $1,482,533, b) legal,
professional, accounting and consultancy fees of $846,004, c) bank and
transaction charges of $234,020, and d) Internet Service Provider charges of
$191,334.

<PAGE>   21


General and administrative expenses in the second quarter include $10,641 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 June 30, 2001 totaled
$196,282, compared to $49,663 for the three months ended June 30, 2000. This
represents an increase of 295% and is a result of the significant capital
expenditure undertaken by the Company to build its server farm, housed in New
Jersey, USA.

AMORTIZATION OF GOODWILL

Amortization of goodwill relating to the acquisition of Kiss.com amounts to
$1,037,538 for the three months ended June 30, 2001.






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



In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001 as well as all purchase method business
combinations completed after June 30, 2001. Statement 141 also specifies
criteria intangible assets acquired in a purchases method business combination
must meet to be recognized and reported apart from goodwill, noting that any
purchase price allocable to an assembled workforce may not be accounted for
separately. Statement 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that intangible assets with definite useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of.



The Company is required to adopt the provisions of Statement 141 immediately,
and Statement 142 effective January 1, 2002. Furthermore, any goodwill and any
intangible asset determined to have an indefinite useful life that are acquired
in a purchase business combination completed after June 30, 2001 will not be
amortized, but will continue to be evaluated for impairment in accordance with
the appropriate pre-Statement 142 accounting literature. Goodwill and
intangible assets acquired in business combinations completed before July 1,
2001 will continue to be amortized prior to the adoption of Statement 142.



Statement 141 will require, upon adoption of Statement 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill. Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period.



In connection with the transitional goodwill impairment evaluation, Statement
142 will require the Company to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this the Company must identify its reporting units and determine the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. The Company will then have up to six months from the date of
adoption to determine that fair value of each reporting unit and compare it to
the reporting unit's carrying amount. To the extent a reporting unit's carrying
amount exceeds it fair value, an indication exists that the reporting unit's
goodwill may be impaired and the Company must perform the second step of the
transitional impairment test. In the second step, the Company must compare the
implied fair value of the reporting units's goodwill, determined by allocating
the reporting unit's fair value to all of it assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in accordance with statement 141, to its carrying amount, both of which would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in the Company's statement of
earnings.



And finally, any unamortized negative goodwill existing at the date Statement
142 is adopted must be written off as the cumulative effect of a change in
accounting principle.



The Company has not yet completed the purchase accounting analysis to allocate
acquisition costs to the acquired net assets. Prior to this allocation, as of
the date of adoption, the Company expects to have unamortized goodwill in the
amount of $17,638,000 which will be subject to the transition provisions of
Statement 141 and 142. Amortization expense related to goodwill was $nil and
$1,038,000 for the year ended December 31, 2000 and the six months ended June
30, 2001, respectively. Because of the extensive effort needed to comply with
adopting Statement 141 and 142. it is not practicable to reasonable estimate the
impact of adopting Statements on the Company's financial statements at the data
of this report, including whether any transitional impairment losses will be
required to be recognized as the cumulative effect of a change in accounting
principle.


NET LOSS

The overall net loss for the three months ended June 30, 2001 totaled $1,014,472
compared to a net loss of $1,137,327 for the three months ended June 30, 2000
and $396,345 for the three months ended March 31, 2001.


The net loss of $1,014,472 for the three months ended June 30, 2001 includes
amortization of goodwill of $1,037,538 arising from the acquisition of Kiss.com.
The net profit before amortization of goodwill for the three months ended June
30, 2001, therefore, amounted to $23,066.



The net profit before amortization of goodwill for the three months ended June
30, 2001 of $23,066 compares to a net loss before amortization of goodwill of
$1,137,327 for the three months ended June 30, 2000 and a net loss before
amortization of goodwill of $396,345 for the three months ended March 31, 2001.


<PAGE>   22



The improvement in net loss before amortization of goodwill from $396,345 for
the three months ended June 30, 2001 to a net profit before amortization of
goodwill of $23,066 results from a combination of increased revenues and the
establishment of a relatively fixed cost base.


LIQUIDITY AND CAPITAL RESERVES

At June 30, 2001, the Company's principal sources of liquidity consisted of cash
of $957,682, compared to $825,396 as at March 31, 2001.


The Company's working capital position decreased to ($6,922,315) at June 30,
2001 from a position of ($5,839,230) at March 31, 2001. Of this decrease,
$988,279 relates to the proportion of the value of the promissory notes that
previously fell due after more than one year, which now fall due within one
year, as described below.


This working capital position includes $4,900,000 in respect of the value of the
promissory notes that it is anticipated will be repaid within one year. These
notes are repayable as follows:


     -    an amount equal to 75% of the Company's cash assets in excess of $1
          million fell 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.

No amount was paid on June 30, 2001 as the Company's cash assets at this time
did not exceed $1 million.


Interest is payable on the notes at a rate of 7% per annum from July 1, 2001. In
addition, until the notes are repaid, the Company shall issue and deliver to
each noteholder a certificate or certificates representing that number of shares
of the Company's common stock equal to two percent (2%) of the aggregate
principal amount of such person's note that is unpaid as of the end of the month
then-ended, divided by the greater of (i) $2.00 per share and (ii) the Average
Price (as such term is defined in the notes).


The working capital position includes a creditor of $1,469,705 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.

<PAGE>   23




On the basis of the actual position as at June 30, 2001 and forecasts through
2001, the Company anticipates that it will be able to fund its operating
expenses and required debt service payments 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 and is investigating its options in both the US and UK markets. Already,
the Company is in receipt of a proposal from a Stock Broker to assist in raising
monies from a listing on the Alternative Investment Market in the UK. 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 currently anticipates that any capital expenditures in 2001 can be
funded from operating cashflows, 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-UK").

uDate-UK 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-UK.

On March 29, 2001, the Company acquired Kiss.com, Inc - a picture personals
site.

<PAGE>   24


Due to the limited operating histories of each of the Company and its
subsidiaries, 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 government regulation;

      - the level of usage of the Internet and traffic to the Company's Internet
        sites;

      - 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


For the three months ended June 30, 2001 the Company incurred a net loss of
$1,014,472. At June 30, 2001, the Company had an accumulated deficit of
approximately $8,119,000. The Company cannot assure investors that it will
achieve sufficient revenues for future profitability.


<PAGE>   25


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 sites, 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>   26

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, labor
costs and technology costs. The Company anticipates that its expenses will
increase as its business expands and if 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 members who subscribe for the Company's
fee-generating services ("Subscribers").

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, 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


<PAGE>   27


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

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

<PAGE>   28


         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 encounters 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

<PAGE>   29


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:

-  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

<PAGE>   30


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 whom 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

<PAGE>   31


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.

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


<PAGE>   32


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.com. 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 sites 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 adversely
affected. The Company believes that expansion into international markets through
a combination of internal business expansion, strategic alliances,

<PAGE>   33

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;


<PAGE>   34



      -  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 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 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

<PAGE>   35


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

<PAGE>   36


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.

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

<PAGE>   37


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

<PAGE>   38

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.

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

<PAGE>   39


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>   40



                                    PART II.
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

       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 the Company's
employees, officers, directors, consultants and advisors, for the purpose of
enhancing the Company's ability to attract, retain and motivate persons who
make, or are expected to make, important contributions to the Company. This
adoption and approval became effective on or about June 20, 2001, which was the
date that was twenty calendar days after an information statement complying with
Regulation 14, promulgated under the Securities Exchange Act of 1934, as
amended, had 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.

None.

(b)      Reports on Form 8-K.

       On April 4, 2001, the Company filed a Current Report on Form 8-K/A
reporting information under Item 7 (Financial Statements, Pro Forma Financial
Information and Exhibits). No financial statements were filed with such report.

       On April 6, 2001, the Company filed a Current Report on Form 8-K
reporting information under Item 2 (Acquisition or Disposition of Assets) and
Item 7 (Financial Statements, Pro Forma Financial Information and Exhibits). No
financial statements were filed with such report.

       On May 2, 2001, the Company filed a Current Report on Form 8-K/A to file
under Item 7 (Financial Statements, Pro Forma Financial Information and
Exhibits) the following financial statements:

       Audited financial statements of uDate.com Limited as of March 1, 2000 and
       March 31, 1999 and for the eleven-month period ended March 1, 2000 and
       the year ended March 31, 1999 (with independent auditors' report
       thereon), and unaudited financial statements of uDate.com Limited as of
       June 30, 2000 and for the four month periods ended June 30, 2000 and June
       30, 1999.


<PAGE>   41

       Unaudited Pro Forma Condensed Consolidated Financial Information of
       uDate.com, Inc. for the four months ended June 30, 2000 and for the year
       ended March 1, 2000.

       On June 12, 2001, the Company filed a Current Report on Form 8-K/A to
file under Item 7 (Financial Statements, Pro Forma Financial Information and
Exhibits) the following financial statements:

       Audited financial statements of Kiss.com, Inc. as of December 31, 2000
       and December 31, 1999 and for the fiscal years ended December 31, 2000
       and December 31, 1999 (with independent auditors' report hereon).

       Unaudited Pro Forma condensed combined financial information of
       uDate.com, Inc. for the fiscal year ended December 31, 2000 and the
       quarter ended March 31, 2001.




<PAGE>   42


                                   SIGNATURES

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



                                 UDATE.COM, INC.



Date:    August 1, 2001        By: /s/ MELVYN MORRIS
                                   --------------------------------
                                         Melvyn Morris
                                         Chief Executive Officer




Date:    August 1, 2001        By: /s/ MICHAEL BROCKLESBY
                                   --------------------------------
                                         Michael Brocklesby
                                         Vice President and Chief
                                         Financial Officer (Principal Financial
                                         and Chief Accounting Officer)