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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

        For the quarterly period ended September 30, 2001

                                       or

[ ]     Transition Report Pursuant to Section 13 or 15 (d) of the Securities
        Exchange Act of 1934

        For the transition period from ____________ to ____________

                        Commission file number: 333-76331

                          INT MEDIA GROUP, INCORPORATED
                          -----------------------------
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                      06-1542480
-------------------------------              -----------------------------------
(State or other jurisdiction of              (I.R.S.Employer Identification No.)
 incorporation or organization)

       23 OLD KINGS HIGHWAY SOUTH
          DARIEN, CONNECTICUT                                  06820
----------------------------------------            ----------------------------
(Address of principal executive offices)                    (Zip Code)

                                 (203) 662-2800
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
         (Former name, former address and former fiscal year, if changed
                               since last report)

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

The number of outstanding shares the Registrant's common stock, par value $.01
per share, as of November 12, 2001 was 25,333,077.
================================================================================
<PAGE>

                          INT MEDIA GROUP, INCORPORATED

                                      INDEX

                                                                            PAGE
PART I.     Financial Information

Item 1.     Financial Statements

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

            Consolidated Statements of Operations - For the Three
              Months and Nine Months Ended September 30, 2000 and 2001        4

            Consolidated Statements of Cash Flows - For the Nine
              Months Ended September 30, 2000 and 2001                        5

            Notes to Consolidated Financial Statements                        6

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             9

Item 3.     Quantitative and Qualitative Disclosures About Market Risk       14

PART II.    Other Information                                                15

            Signatures                                                       16

                                       2
<PAGE>

                          INT MEDIA GROUP, INCORPORATED

                           CONSOLIDATED BALANCE SHEETS

                    DECEMBER 31, 2000 AND SEPTEMBER 30, 2001
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE><CAPTION>
                                                            DECEMBER 31,     SEPTEMBER 30,
                                                                2000             2001
                                                            ------------     ------------
                                                                             (UNAUDITED)
                                     ASSETS
<S>                                                        <C>              <C>
Current assets:
    Cash and cash equivalents                               $     59,979     $     25,725
    Accounts receivable, net of allowances of $2,359
      and $3,474, respectively                                    12,004            7,004
    Prepaid expenses and other                                     1,964            1,358
                                                            ------------     ------------
           Total current assets                                   73,947           34,087

 Property and equipment, net of accumulated depreciation
   of $2,787 and $4,881, respectively                              4,837            4,539
 Intangible assets, net of accumulated amortization of
   $35,282 and $44,929, respectively                              76,587            9,922
 Investments and other assets                                      6,801            3,984
                                                            ------------     ------------
           Total assets                                     $    162,172     $     52,532
                                                            ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                        $      2,163     $      1,295
    Accrued expenses                                               6,295            5,322
    Accrued Web site acquisition payments                         10,988            1,104
    Deferred revenues                                              2,187            2,990
                                                            ------------     ------------
         Total current liabilities                                21,633           10,711

Accrued Web site acquisition payments                              1,236              360
Deferred revenue                                                   1,820            1,138
                                                            ------------     ------------
           Total liabilities                                      24,689           12,209

Commitments and contingencies                                          -                -

Stockholders' equity
    Preferred stock, $.01 par value, 4,000,000 shares
           authorized, no shares issued and outstanding                -                -
    Common stock, $.01 par value, 75,000,000 shares
           authorized, 25,323,357 and 25,333,077 shares
           issued and outstanding at December 31, 2000
           and September 30, 2001, respectively                      253              253
    Additional paid-in capital                                   175,363          175,418
    Accumulated deficit                                          (38,112)        (135,322)
    Accumulated other comprehensive loss                             (21)             (26)
                                                            ------------     ------------
        Total stockholders' equity                               137,483           40,323
                                                            ------------     ------------
        Total liabilities and stockholders' equity          $    162,172     $     52,532
                                                            ============     ============
</TABLE>
                 See notes to consolidated financial statements.

                                       3
<PAGE>

                          INT MEDIA GROUP, INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS

     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 2001
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE><CAPTION>

                                                                  THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                     SEPTEMBER 30,                     SEPTEMBER 30,
                                                            -----------------------------     -----------------------------
                                                                2000             2001             2000             2001
                                                            ------------     ------------     ------------     ------------
<S>                                                         <C>              <C>              <C>              <C>
Revenues                                                    $     14,717     $     10,282     $     36,523     $     33,078
Cost of revenues                                                   6,334            4,360           16,058           17,765
                                                            ------------     ------------     ------------     ------------

Gross profit                                                       8,383            5,922           20,465           15,313
                                                            ------------     ------------     ------------     ------------
Operating expenses:
     Advertising, promotion and selling                            4,835            3,972           13,416           14,731
     General and administrative                                    2,563            3,173            6,702            9,167
     Depreciation                                                    578              704            1,446            2,046
     Amortization                                                  6,712           10,683           16,377           30,509
     Impairment of intangibles                                         -           53,897                -           53,897
                                                            ------------     ------------     ------------     ------------
Total operating expenses                                          14,688           72,429           37,941          110,350
                                                            ------------     ------------     ------------     ------------

Operating loss                                                    (6,305)         (66,507)         (17,476)         (95,037)

Minority interests                                                    88               11              230               95
Equity losses from international and venture fund
  investments, net                                                  (566)            (777)            (665)          (1,997)
Loss on investments, net                                            (157)          (1,115)             (85)          (1,482)
Interest income                                                    1,199              238            3,675            1,213
                                                            ------------     ------------     ------------     ------------

Loss before income taxes                                          (5,741)         (68,150)         (14,321)         (97,208)
Provision for income taxes                                            49                -              148                2
                                                            ------------     ------------     ------------     ------------
Net loss                                                    $     (5,790)    $    (68,150)    $    (14,469)    $    (97,210)
                                                            ============     ============     ============     ============

Basic and diluted net loss per share                        $      (0.23)    $      (2.69)    $      (0.58)    $      (3.84)
                                                            ============     ============     ============     ============
Weighted average number of common shares outstanding              25,143           25,333           24,904           25,333
                                                            ============     ============     ============     ============
</TABLE>

                 See notes to consolidated financial statements.

                                       4
<PAGE>

                          INT MEDIA GROUP, INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 2001
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE><CAPTION>
                                                                  NINE MONTHS ENDED
                                                                     SEPTEMBER 30,
                                                            -----------------------------
                                                                2000             2001
                                                            ------------     ------------
<S>                                                        <C>              <C>
Cash flows from operating activities:
    Net loss                                                $    (14,469)    $    (97,210)
    Adjustments to reconcile net cash provided by
     (used in) operating activities-
       Depreciation and amortization                              17,823           32,555
       Impairment of intangibles                                       -           53,897
       Provision for losses on accounts receivable                 1,262            2,874
       Minority interests                                           (230)             (95)
       Equity losses from international and venture
         fund investments, net                                       665            1,997
       Loss on investments, net                                       85            1,482
    Changes in assets and liabilities -
       Accounts receivable, net                                   (7,610)           2,389
       Prepaid expenses and other                                 (1,355)             391
       Accounts payable and accrued expenses                       3,453           (2,238)
       Deferred revenues                                             814           (1,212)
                                                            ------------     ------------
           Net cash provided by (used in) operating
             activities                                              438           (5,170)
                                                            ------------     ------------
Cash flows from investing activities:
    Additions to property and equipment                           (2,808)          (1,787)
    Acquisitions of Web sites, related Internet media
      properties and other                                       (40,918)         (26,526)
    Investments in internet.com venture funds and other           (5,382)            (827)
                                                            ------------     ------------
           Net cash used in investing activities                 (49,108)         (29,140)
                                                            ------------     ------------
Cash flows from financing activities:
    Proceeds from issuance of common stock, net                   98,330                -
    Proceeds from exercise of stock options                          304               55
                                                            ------------     ------------
           Net cash provided by financing activities              98,634               55
                                                            ------------     ------------

Effect of exchange rates on cash                                       5                1
                                                            ------------     ------------

Net increase (decrease) in cash and cash equivalents              49,969          (34,254)
Cash and cash equivalents, beginning of period                    17,943           59,979
                                                            ------------     ------------
Cash and cash equivalents, end of period                    $     67,912     $     25,725
                                                            ============     ============
Supplemental disclosures of cash flow:
    Cash paid for interest                                  $          -     $          -
                                                            ============     ============
    Cash paid for income taxes                              $         25     $         38
                                                            ============     ============
</TABLE>
                 See notes to consolidated financial statements.

                                       5
<PAGE>

                          INT MEDIA GROUP, INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


1.     THE COMPANY

       On May 24, 2001, internet.com Corporation received approval at its annual
meeting of stockholders to change its name from internet.com Corporation to INT
Media Group, Incorporated. INT Media Group is a leading provider of global
real-time news, information and media resources for Internet industry and
information technology professionals, Web developers and experienced Internet
users. INT Media Group includes the internet.com and EarthWeb Network of 160 Web
sites and nearly 225 e-mail newsletters that generate 225 million page views
monthly. INT Media Group events include nearly 40 offline internet.com and
Intermedia Group conferences and trade shows on Internet and IT-specific topics
that are aligned with our Network of Web sites and e-mail newsletters. In
addition, INT Media Group recently launched its CyberAtlas Research Division
that publishes research reports analyzing the Internet and information
technologies sectors worldwide.

       Since all of INT Media Group's products and services relate to providing
information to Internet industry and information technology professionals, Web
developers and experienced Internet users, its success is dependent on the
continued growth of the Internet and information technology.

2.     BASIS OF PRESENTATION

       The accompanying unaudited consolidated financial statements have been
prepared from the books and records of INT Media Group in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these unaudited
consolidated financial statements be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 2000 included in
INT Media Group's Form 10-K for the fiscal year ended December 31, 2000. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results for the interim periods presented have been
reflected in such consolidated financial statements.

       The consolidated financial statements include the accounts of INT Media
Group and its majority-owned and wholly-owned subsidiaries. All significant
intercompany transactions have been eliminated.

3.     RECENT ACCOUNTING PRONOUNCEMENTS

       In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS
No. 141 requires that the purchase method of accounting be used for all business
combinations subsequent to June 30, 2001 and specifies criteria for recognizing
intangible assets acquired in a business combination. SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually. Intangible
assets with definite useful lives will continue to be amortized over their
estimated useful lives. SFAS No. 142 is effective for fiscal years beginning
after December 15, 2001. INT Media Group is currently evaluating the provisions
of SFAS No. 142 and has not yet determined the effects of these changes on its
consolidated financial position or consolidated results of operations.

                                       6
<PAGE>

       Also in July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This standard addresses the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The standard is effective for
fiscal years beginning after June 15, 2002. INT Media Group's management does
not expect the adoption of SFAS No. 143 to have a material impact on INT Media
Group's financial results.

       In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". This standard addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard is effective for fiscal years beginning after June 15, 2002. INT
Media Group's management does not expect the adoption of SFAS No. 144 to have a
material impact on INT Media Group's financial results.

4.     COMPUTATION OF NET LOSS PER SHARE

       Basic net loss per share is computed using the weighted average number of
common shares outstanding during the period. Dilutive net loss per share is
computed using the weighted average number of common and dilutive common
equivalent shares outstanding during the period. Common equivalent shares
consist of the incremental common shares issuable upon the exercise of stock
options. Common equivalent shares are excluded from the calculation if their
effect is anti-dilutive.

       Computations of basic and diluted net loss per share for the three and
nine months ended September 30, 2000 and 2001 are as follows (in thousands,
except per share amounts):
<TABLE><CAPTION>
                                                 THREE MONTHS ENDED         NINE MONTHS ENDED
                                                    SEPTEMBER 30,             SEPTEMBER 30,
                                              -----------------------   -----------------------
                                                 2000         2001         2000         2001
                                              ----------   ----------   ----------   ----------
<S>                                           <C>          <C>          <C>          <C>
       Numerator: Net loss                    $   (5,790)  $  (68,150)  $  (14,469)  $  (97,210)

       Denominator: Weighted average
         shares outstanding                       25,143       25,333       24,904       25,333
                                              ----------   ----------   ----------   ----------

       Basic and diluted net loss per share   $    (0.23)  $    (2.69)  $    (0.58)  $    (3.84)
                                              ==========   ==========   ==========   ==========
</TABLE>
5.     ACQUISITIONS

       On March 5, 2001 INT Media Group completed its acquisition of Intermedia
Group, Inc., a Massachusetts corporation ("IMG"), pursuant to a stock purchase
agreement by INT Media Group and the stockholders of IMG. IMG is an integrated
conference, consulting and event management firm specializing in emerging
information technology markets.

       The unaudited pro forma information below presents results of operations
of IMG as if the acquisition occurred as of January 1, 2000. The unaudited pro
forma information is not necessarily indicative of the results of operations of
the combined companies had these events occurred at the beginning of the periods
presented nor is it indicative of future results (in thousands, except per share
amounts):

                                                 NINE MONTHS ENDED
                                                    SEPTEMBER 30,
                                              -----------------------
                                                 2000         2001
                                              ----------   ----------

       Revenues                               $   41,179   $   33,961
                                              ==========   ==========
       Net loss                               $  (16,322)  $  (99,843)
                                              ==========   ==========
       Basic and diluted net loss per share   $    (0.66)  $    (3.94)
                                              ==========   ==========

                                       7
<PAGE>

6.     IMPAIRMENT OF INTANGIBLES

       In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to be Disposed Of", an impairment
review is performed whenever events or circumstances indicate that the carrying
value of long-lived assets, including goodwill, may not be recoverable. Certain
factors that INT Media Group considers important which could trigger an
impairment review include, but are not limited to, significant underperformance
relative to historical or projected future operating results and significant
negative industry or economic trends.

       The carrying value of long-lived assets, including goodwill, is
considered to be impaired when the anticipated undiscounted cash flow from such
assets is less than its carrying value. In that event, a loss is recognized
based on the amount by which the carrying value exceeds the fair value. Fair
value is generally determined using the anticipated cash flows discounted at a
rate commensurate with the risk involved.

       During the third quarter of 2001, INT Media Group determined that certain
intangible assets associated with various acquired Web sites and related
Internet media properties were impaired. As a result of this determination, INT
Media Group has recorded a non-cash charge of approximately $54.0 million.

7.     SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

       INT Media Group barters a portion of the unsold advertising impressions
generated by its network for advertising and promotion in media properties owned
by other third parties. In addition, INT Media Group barters portions of unsold
advertising impressions for equity interests in certain of its venture funds'
portfolio companies. Revenues related to barter transactions were approximately
$1.2 million and $1.6 million and expenses were $565,000 and $1.1 million,
respectively, for the three months ended September 30, 2000 and 2001. Revenues
related to barter transactions were approximately $3.1 million and $4.3 million
and expenses were $1.7 million and $2.4 million, respectively, for the nine
months ended September 30, 2000 and 2001.














                                       8
<PAGE>

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

       The following discussion should be read in conjunction with our financial
statements and the accompanying notes which appear elsewhere in this filing.
Statements in this Form 10-Q which are not historical facts are "forward-looking
statements" that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. The potential
risks and uncertainties address a variety of subjects including, for example:
the competitive environment in which INT Media Group competes; the
unpredictability of INT Media Group's future revenues (including those resulting
from online advertising on INT Media Group's Web sites and related Internet
media properties), expenses, cash flows and stock price; INT Media Group's
investments in international and venture investments; any material change in INT
Media Group's intellectual property rights; and continued growth and acceptance
of the Internet and information technology. For a more detailed discussion of
such risks and uncertainties, refer to INT Media Group's reports filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 and
the Securities Exchange Act of 1934. The forward-looking statements included
herein are made as of the date of this Form 10-Q, and we are under no obligation
to update the forward-looking statements after the date hereof.

OVERVIEW

       INT Media Group is a leading provider of global real-time news,
information and media resources for Internet industry and information technology
professionals, Web developers and experienced Internet users. INT Media Group
includes the internet.com and EarthWeb Network of 160 Web sites and nearly 225
e-mail newsletters that generate 225 million page views monthly. INT Media Group
events include nearly 40 offline internet.com and Intermedia Group conferences
and trade shows on Internet and IT-specific topics that are aligned with our
Network of Web sites and e-mail newsletters. In addition, INT Media Group
recently launched its CyberAtlas Research Division that publishes research
reports analyzing the Internet and information technologies sectors worldwide.


       We generate revenues from the following sources:

       o    advertising on our Web sites, e-mail newsletters, online discussion
            forums and moderated e-mail discussion lists;
       o    e-commerce agreements and offerings;
       o    conferences and trade shows;
       o    permission based opt-in e-mail list rentals;
       o    paid subscription services;
       o    research reports;
       o    licensing of our editorial content and brands;
       o    online press release distribution services; and
       o    venture fund management fees

       We barter a portion of the unsold advertising impressions generated by
our network for advertising and promotion in media properties owned by other
third parties. In addition, we barter portions of unsold advertising impressions
for equity interests in certain of our venture funds' portfolio companies.
Revenues related to barter transactions were approximately $1.2 million and $1.6
million and expenses were $565,000 and $1.1 million, respectively, for the three
months ended September 30, 2000 and 2001. Revenues related to barter
transactions were approximately $3.1 million and $4.3 million and expenses were
$1.7 million and $2.4 million, respectively, for the nine months ended September
30, 2000 and 2001.

       For the nine months ended September 30, 2001, a majority of our revenues
were from the sale of advertising. We recognize advertising revenue ratably in
the period during which the advertising is displayed, provided that we have no
significant remaining obligations and collection of the resulting receivable is
probable.

                                       9
<PAGE>

Such obligations typically include guarantees of a minimum number of advertising
impressions, or number of times an advertisement is displayed. We use a direct
sales force to sell advertising to companies and advertising agencies.

       Our e-commerce agreements generally include advertising on our Web sites,
bounties for new customers or revenue sharing for sales made by the e-commerce
vendors as a result of links from our network, or in some cases combinations of
advertising, bounties and revenue sharing. We recognize the advertising
component of these agreements ratably in the period the advertising is
displayed, provided that no significant company obligations remain and
collection of the remaining receivable is probable. Generally, bounties and
revenue sharing agreements require a monthly minimum fee from INT Media Group's
customers. Revenues from these agreements are recognized in the month in which
they are earned.

       Our conferences and trade shows generate revenues from attendee
registrations, trade show space and from advertiser and vendor sponsorships.
Proceeds from the sale of attendee registrations, trade show space and
advertiser and vendor sponsorships are deferred and recognized as revenue at the
time the conferences and trade shows are held.

       We currently offer for rental our permission based opt-in e-mail list
names relating to 273 Internet-specific topics. Members of our community of
Internet users volunteer, or "opt-in," to be included on these lists to receive
e-mail product offerings and information relevant to their Internet and
information technology interests. Subscribers to these permission based opt-in
e-mail lists receive e-mail announcements of special offers relating to each
topic subscribed. We generate revenues on a per use basis for the rental of our
list names. Revenue from permission based opt-in list rentals is recognized at
the time of use by the renter.

       Paid subscription services relate to customer subscriptions to our paid
e-mail newsletters and services, SEARCHENGINEWATCH, certain sections of
WALLSTREETRESEARCHNET, UNCLAIMEDDOMAINS, DOMAINBOOK.COM, THECOUNTER.COM,
ASPNEWS.COM and ALERTIPO.COM, which are sold through our network and through
affiliate relationships. Revenue from subscriptions is recognized ratably over
the subscription period. Deferred revenues relate to the portion of collected
subscription fees, which has not yet been recognized as revenue.

       Through our CyberAtlas Research Division, we publish and sell research
reports that analyze the Internet and information technologies sectors
worldwide. Revenues are recognized upon delivery of the reports to the
purchasers.

       Our licensing agreements vary in structure, with INT Media Group
generating fixed fees, royalties or both for access to our editorial content and
brands. We generally license our editorial content and brands to offline and
online media companies. Revenues are recognized ratably over the period of the
licensing agreements.

       Online press release distribution revenues are generated through
INTERNETNEWSBUREAU.COM. We distribute e-mail based press releases to
approximately 5,800 registered journalists. Revenue from this service is
recorded on a per use basis and is recognized at the time of distribution.

       Venture fund management fees relate to management fees earned for the
day-to-day operation and general management of internet.com Venture Fund I LLC,
internet.com Venture Fund II LLC and internet.com Venture Partners III LLC.
Management fees are recognized ratably over the period in which services are
rendered. In addition, INT Media Group is entitled to 20% of the realized gains
earned from portfolio investments, which are recognized at the time of
distribution from the venture capital funds.

       From July 1995 through September 30, 2001, we made 74 acquisitions of
media properties, consisting of 101 Web sites, 105 e-mail newsletters, 125
online discussion forums, 162 moderated e-mail discussion lists and 17
conferences and trade shows. We expect to continue to pursue strategic
acquisitions to strengthen our content offerings and services. All of INT Media
Group's acquisitions have been accounted for as purchases. Consequently, as of
September 30, 2001 we had $51.6 million of goodwill, which is being amortized
over three years.

                                       10
<PAGE>

       We have sustained losses on a quarterly and annual basis in the past. We
expect to incur operating losses for the foreseeable future and because costs
are largely fixed in the short term, we expect to be vulnerable to significant
fluctuations in operating losses if actual revenues fall below anticipated
levels. Furthermore, given the rapidly evolving nature of our business, our
operating results are difficult to forecast and period-to-period comparison of
our operating results will not be meaningful and should not be relied upon as
any indication of future performance. Due to these and other factors, many of
which are outside our control, quarterly operating results may fluctuate
significantly in the future.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 2001

       REVENUES. Revenues were approximately $14.7 million for the three months
ended September 30, 2000 and approximately $10.3 million for the three months
ended September 30, 2001, representing a decrease of 30%. The majority of
revenues relates to advertising on our Web sites, e-mail newsletters, online
discussion forums and moderated e-mail discussion lists. While we anticipate
that advertising revenues will continue to represent a majority of our revenues
for the foreseeable future, we believe that revenues from e-commerce agreements
and offerings, conferences and trade shows, permission based opt-in e-mail list
rentals, paid subscription services, research reports, licensing, online press
release distribution services and venture fund management fees will continue to
expand and diversify our future revenue streams.

       COST OF REVENUES. Cost of revenues primarily consists of expenses
associated with editorial, communications infrastructure, Web site hosting and
conferences and trade shows. Cost of revenues was approximately $6.3 million for
the three months ended September 30, 2000 and approximately $4.4 million for the
three months ended September 30, 2001, representing a decrease of 31%. This
change was primarily due to a reduction of editorial, technology and operations
personnel and a decrease in expenses for freelance contributors, partially
offset by office and workforce redundancy costs. As a percentage of revenues,
cost of revenues was 43% for the three months ended September 30, 2000 and 42%
for the three months ended September 30, 2001.

       ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling
expenses primarily consist of costs related to sales and marketing staff, sales
commissions and promotion costs. Advertising, promotion and selling expenses
were approximately $4.8 million for the three months ended September 30, 2000
and approximately $4.0 million for the three months ended September 30, 2001,
representing an 18% decrease. This change was primarily due to a reduction in
advertising sales personnel offset by conference marketing expenses and
workforce redundancy costs. As a percentage of revenues, advertising, promotion
and selling expenses were 33% for the three months ended September 30, 2000 and
39% for the three months ended September 30, 2001.

       GENERAL AND ADMINISTRATIVE. General and administrative expenses primarily
consist of salaries, professional fees, facilities costs and provisions for
losses on accounts receivable. General and administrative expenses were
approximately $2.6 million for the three months ended September 30, 2000 and
approximately $3.2 million for the three months ended September 30, 2001,
representing a 24% increase. This change was primarily due to increased
provision for losses on accounts receivable. As a percentage of revenues,
general and administrative expenses were 17% for the three months ended
September 30, 2000 and 31% for the three months ended September 30, 2001.

       DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$578,000 for the three months ended September 30, 2000 and $704,000 for the
three months ended September 30, 2001, representing a 22% increase. As a
percentage of revenues, depreciation of property and equipment was 4% for the
three months ended September 30, 2000 and 7% for the three months ended
September 30, 2001. Amortization of intangibles was approximately $6.7 million
for the three months ended September 30, 2000 and approximately $10.7 million
for the three months ended September 30, 2001, representing a 59% increase. This
increase was primarily due to the amortization of acquired Web sites and related
Internet media properties. As a percentage of revenues, amortization of
intangibles was 46% for the three months ended September 30, 2000 and 104% for
the three months ended September 30, 2001.

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<PAGE>

       IMPAIRMENT OF INTANGIBLES. INT Media Group recorded a non-cash charge of
approximately $54.0 million for the three months ended September 30, 2001
related to the impairment of intangibles.

       MINORITY INTERESTS. Minority interests represent the minority
stockholders' proportionate share of losses of INT Media Group's majority-owned
consolidated international subsidiaries.

       EQUITY LOSSES FROM INTERNATIONAL AND VENTURE FUND INVESTMENTS, NET.
Equity losses represent INT Media Group's net equity interests in the
investments in internet.com venture funds and international joint ventures.

       LOSS ON INVESTMENTS, NET. Represents INT Media Group's net realized loss
on investments in internet.com venture fund portfolio companies.

       INTEREST INCOME. Interest income was approximately $1.2 million for the
three months ended September 30, 2000 and $238,000 for the three months ended
September 30, 2001.

       PROVISION FOR INCOME TAXES. INT Media Group recorded a provision for
income taxes of $49,000 for the three months ended September 30, 2000 related to
foreign income tax liabilities which were recorded based upon estimated foreign
tax rates.

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 2001

       REVENUES. Revenues were approximately $36.5 million for the nine months
ended September 30, 2000 and approximately $33.1 million for the nine months
ended September 30, 2001, representing an increase of 9%. Revenues relate to
advertising on our network of Web sites, e-mail newsletters, online discussion
forums and moderated e-mail discussion lists, e-commerce agreements and
offerings, conferences and trade shows, permission based opt-in e-mail list
rentals, paid subscription services, research reports, licensing, online press
release distribution services and venture fund management fees.

       COST OF REVENUES. Cost of revenues primarily consists of expenses
associated with editorial, communications infrastructure, Web site hosting and
conferences and trade shows. Cost of revenues was approximately $16.1 million
for the nine months ended September 30, 2000 and approximately $17.8 million for
the nine months ended September 30, 2001, representing an increase of 11%. This
change was primarily due to the increased hiring of editorial, technology and
operations personnel, expenses for freelance contributors and office and
workforce redundancy costs. As a percentage of revenues, cost of revenues was
44% for the nine months ended September 30, 2000 and 54% for the nine months
ended September 30, 2001.

       ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling
expenses primarily consist of costs related to sales and marketing staff, sales
commissions and promotion costs. Advertising, promotion and selling expenses
were approximately $13.4 million for the nine months ended September 30, 2000
and approximately $14.7 million for the nine months ended September 30, 2001,
representing a 10% increase. This change was primarily due to increased hiring
of advertising sales personnel, conference marketing expenses and workforce
redundancy costs. As a percentage of revenues, advertising, promotion and
selling expenses were 37% for the nine months ended September 30, 2000 and 45%
for the nine months ended September 30, 2001.

       GENERAL AND ADMINISTRATIVE. General and administrative expenses primarily
consist of salaries, professional fees, facilities costs and provisions for
losses on accounts receivable. General and administrative expenses were
approximately $6.7 million for the nine months ended September 30, 2000 and
approximately $9.2 million for the nine months ended September 30, 2001,
representing a 37% increase. This change was primarily due to increased
provision for losses on accounts receivable and the hiring of additional
personnel. As a percentage of revenues, general and administrative expenses were
18% for the nine months ended September 30, 2000 and 28% for the nine months
ended September 30, 2001.

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<PAGE>

       DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$1.4 million for the nine months ended September 30, 2000 and $2.0 million for
the nine months ended September 30, 2001, representing a 41% increase. As a
percentage of revenues, depreciation of property and equipment was 4% for the
nine months ended September 30, 2000 and 6% for the nine months ended September
30, 2001. Amortization of intangibles was approximately $16.4 million for the
nine months ended September 30, 2000 and approximately $30.5 million for the
nine months ended September 30, 2001, representing an 86% increase. This
increase was primarily due to the amortization of acquired Web sites and related
Internet media properties. As a percentage of revenues, amortization of
intangibles was 45% for the nine months ended September 30, 2000 and 92% for the
nine months ended September 30, 2001.

       IMPAIRMENT OF INTANGIBLES. INT Media Group recorded a non-cash charge of
approximately $54.0 million for the nine months ended September 30, 2001 related
to the impairment of intangibles.

       MINORITY INTERESTS. Minority interests represent the minority
stockholders' proportionate share of losses of INT Media Group's majority-owned
consolidated international subsidiaries.

       EQUITY LOSSES FROM INTERNATIONAL AND VENTURE FUND INVESTMENTS, NET.
Equity losses represent INT Media Group's net equity interests in the
investments in internet.com venture funds and international joint ventures.

       LOSS ON INVESTMENTS, NET. Represents INT Media Group's net realized loss
on investments in internet.com venture fund portfolio companies.

       INTEREST INCOME. Interest income was approximately $3.7 million for the
nine months ended September 30, 2000 and $1.2 million for the nine months ended
September 30, 2001.

       PROVISION FOR INCOME TAXES. INT Media Group recorded a provision for
income taxes of $148,000 for the nine months ended September 30, 2000 and $2,000
for the nine months ended September 30, 2001 related to foreign tax liabilities
which were recorded based upon estimated foreign tax rates.

LIQUIDITY AND CAPITAL RESOURCES

       Since inception, we have funded operations primarily with cash from
proceeds from our initial and follow-on public equity offerings, borrowings
under a line of credit and the capital contributions of members of internet.com
LLC. On September 25, 1999, we completed our initial public offering of
3,400,000 shares of our common stock at $14.00 per share. Net proceeds to INT
Media Group aggregated approximately $43.0 million. On September 30, 1999, INT
Media Group paid the outstanding balance under our line of credit of
approximately $5.0 million and terminated the line of credit. On February 1,
2000, we completed our follow-on public offering of 3,750,000 shares of common
stock priced at $60.00 per share, of which 1,750,000 shares were sold by INT
Media Group and 2,000,000 shares were sold by Penton Media, Inc. Net proceeds
received by INT Media Group from the follow-on offering were approximately $98.3
million. INT Media Group did not receive any of the proceeds from the sale of
shares by Penton Media, Inc.

       As of September 30, 2001, INT Media Group had total current assets of
approximately $34.1 million and total current liabilities of $10.7 million, or
working capital of approximately $23.4 million.

       Net cash provided by operating activities was $438,000 for the nine
months ended September 30, 2000 and net cash used in operating activities was
approximately $5.2 million for the nine months ended September 30, 2001. Net
cash provided by operating activities for the nine months ended September 30,
2000 was primarily a result of a decrease in our net losses adjusted for
depreciation and amortization and an increase in accounts payable, offset by an
increase in accounts receivable. Net cash used in operating activities for the
nine months ended September 30, 2001 was primarily a result of our net losses
adjusted for depreciation, amortization and impairment of intangibles, and
decreases in accounts payable and deferred revenues, offset by a decrease in
accounts receivable.

                                       13
<PAGE>

       Net cash used in investing activities was approximately $49.1 million for
the nine months ended September 30, 2000 and approximately $29.1 million for the
nine months ended September 30, 2001. Net cash used in investing activities was
primarily a result of acquisitions of Web sites and related Internet media
properties and capital expenditures.

       Net cash provided by financing activities was approximately $98.6 million
for the nine months ended September 30, 2000 and $55,000 for the nine months
ended September 30, 2001. Net cash provided by financing activities for the nine
months ended September 30, 2000 was primarily a result of net proceeds from our
follow-on public offering.

       Capital expenditures were approximately $2.8 million for the nine months
ended September 30, 2000 and approximately $1.8 million for the nine months
ended September 30, 2001.

RECENT ACCOUNTING PRONOUNCEMENTS

       In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that
the purchase method of accounting be used for all business combinations
subsequent to June 30, 2001 and specifies criteria for recognizing intangible
assets acquired in a business combination. SFAS No. 142 requires that goodwill
and intangible assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment at least annually. Intangible assets with
definite useful lives will continue to be amortized over their estimated useful
lives. SFAS No. 142 is effective for fiscal years beginning after December 15,
2001. INT Media Group is currently evaluating the provisions of SFAS No. 142 and
has not yet determined the effects of these changes on its consolidated
financial position or consolidated results of operations.

       Also in July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This standard addresses the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The standard is effective for
fiscal years beginning after June 15, 2002. INT Media Group's management does
not expect the adoption of SFAS No. 143 to have a material impact on INT Media
Group's financial results.

       In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". This standard addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard is effective for fiscal years beginning after June 15, 2002. INT
Media Group's management does not expect the adoption of SFAS No. 144 to have a
material impact on INT Media Group's financial results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

       We have no derivative financial instruments or derivative commodity
instruments in our cash and cash equivalents. We have invested our net proceeds
from our public offerings in short-term, interest-bearing, investment grade
securities. Our transactions are generally conducted, and our accounts are
generally denominated, in United States dollars. Accordingly, we are not exposed
to significant foreign currency risk.

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<PAGE>

PART II - OTHER INFORMATION


Item 1.         LEGAL PROCEEDINGS

                For a description of material pending legal proceedings
                affecting the Registrant, see "Item 3. Legal Proceedings"
                contained in the Registrant's Annual Report on Form 10-K for the
                fiscal year ended December 31, 2000.

Item 2.         CHANGES IN SECURITIES

                Not Applicable

Item 3.         DEFAULTS UPON SENIOR SECURITIES

                Not Applicable

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

                Not Applicable

Item 5.         OTHER INFORMATION

                Not Applicable

Item 6.         EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

                The following is a list of exhibits filed as part of this Report
                on Form 10-Q. Where so indicated by footnote, exhibits which
                were previously filed are incorporated by reference. For
                exhibits incorporated by reference, the location of the exhibit
                in the previous filing is indicated parenthetically except for
                in those situations where the exhibit number was the same as set
                forth below.

                Exhibit Number    Description
                --------------    ----------------------------------------------
                      11          Statement Regarding Computation of Per Share
                                  Earnings (Loss) (included in notes to
                                  consolidated financial statements)

         (b) Reports on Form 8-K

                Not Applicable

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<PAGE>

                                   SIGNATURES

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


Dated:  November 14, 2001                 INT Media Group, Incorporated



                                 /s/Christopher S. Cardell
                                 -----------------------------------------------
                                 Christopher S. Cardell
                                 Director, President and Chief Operating Officer


                                 /s/Christopher J. Baudouin
                                 -----------------------------------------------
                                 Christopher J. Baudouin
                                 Chief Financial Officer


















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