<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A
                                _______________

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
                  For the fiscal year ended December 31, 2000

                                       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 000-29295

                                  BUY.COM INC.
             (Exact name of registrant as specified in its charter)
                                _______________

<TABLE>
<S>                                                   <C>
                  Delaware                                             33-0816584
(State or other jurisdiction of incorporation or           (I.R.S. Employer Identification No.)
                organization)

   85 Enterprise, Aliso Viejo, California                                 92656
  (Address of principal executive offices)                               (Zip code)
</TABLE>
                                 (949) 389-2000
              (Registrant's telephone number, including area code)
                                _______________

       Securities registered pursuant to Section 12(b) of the Act:  None
   Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
                               $0.0001 par value

  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 [   ]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]

  The Registrant does not have different classes of Common Stock.  As of March
21, 2001, the aggregate market value of the Common Stock of the Registrant held
by non-affiliates was $9,233,502, based upon the closing sale price of such
stock on that date.  For purposes of such calculation, only executive officers,
board members, and beneficial owners of more than 10% of the Company's
outstanding Common Stock are deemed to be affiliates.

  As of March 21, 2001, there were 136,120,162 shares of Common Stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     The following documents (or portions thereof) are incorporated by reference
into this Form 10-K:  None.
<PAGE>

                       PORTIONS AMENDED/EXPLANATORY NOTE

          The Registrant previously anticipated incorporating by reference from
the definitive proxy statement for the Registrant's 2001 Annual Meeting of
Stockholders to be filed with the Commission pursuant to Regulation 14A not
later than 120 days after the end of the fiscal year covered by this Report.
However, pursuant to Instruction G(3) to the Report on Form 10-K, the Registrant
hereby amends Part III (Items 10, 11, 12 and 13) contained in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, to
provide the additional information relating to the directors and executive
officers of Registrant, executive compensation, security ownership and related
party transactions, as set forth below. Except as set forth in Items 10, 11, 12
and 13 below and as set forth in exhibit 23.1, no other changes are made to the
Registrant's Report on Form 10-K for the fiscal year ended December 31, 2000.

                                                                               1
<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS

Directors, Executive Officers and Key Employees of the Company

     The following table sets forth certain information regarding all directors,
executive officers and certain key employees of the Company as of April 15,
2001:

<TABLE>
<CAPTION>
Name                                               Age      Positions with the Company
----                                               ---      --------------------------
<S>                                                <C>      <C>
Donald M. Kendall.............................      80      Chairman of the Board of Directors
Sanat K. Dutta................................      51      Director
Wayne T. Thorson..............................      75      Director
James B. Roszak...............................      59      Chief Executive Officer and Director
Robert R. Price...............................      48      Chief Financial Officer
John C. Herr..................................      34      Senior Vice President and General Manager
Brent Rusick..................................      38      Senior Vice President, Operations and Technology
Keven F. Baxter...............................      41      Vice President, Corporate Affairs, General Counsel and
                                                            Secretary
</TABLE>

     Donald M. Kendall has served as our Chairman of the Board of Directors
since February 2001, and a Director since August 1998. Since 1991, Mr. Kendall
has served as a Consultant and Ambassador at Large for PepsiCo, Inc., and from
1986 to 1991, he served as the Chairman of the Executive Committee for PepsiCo.
From 1965 to 1986, Mr. Kendall served as PepsiCo's Chairman of the Board and
Chief Executive Officer. Mr. Kendall attended Western Kentucky University before
becoming a Navy pilot in World War II.

     Sanat K. Dutta has served as a Director since November 2000.  From October
1997 to April 1999, Mr. Dutta served as the Executive Vice President and the
President of U.S. Operations for Ingram Micro, Inc.  From August 1994 to October
1997, Mr. Dutta also served as Ingram Micro's Executive Vice President of
Operations.  Mr. Dutta received his Bachelors of Technology in Mechanical
Engineering from the Indian Institute of Technology, his Masters in Mechanical
Engineering from Villanova University and his Masters in Industrial Engineering
and Operations Research from Virginia Tech.

     Wayne T. Thorson has served as a Director since August 1998.  Since 1958,
Mr. Thorson has served as the Chief Executive Officer of Thorson, Inc., a
highway construction company.  Mr. Thorson attended Concordia College where he
studied business administration.

     James B. Roszak has served as our Chief Executive Officer since February
2001 and as a Director since August 1998.  In his capacity as our Chief
Executive Officer, Mr. Roszak is responsible for the general oversight of the
Company and its management, as well as the company's strategic direction.  Prior
to Mr. Roszak's retirement in June 1997, Mr. Roszak served in various management
roles during a 35-year period at Transamerica Life Companies, most recently as
the President of the Life Insurance Division.  Mr. Roszak received his B.A. in
business administration from the University of Southern California.

     Robert R. Price has served as our Chief Financial Officer since February
2001. Mr. Price is responsible for our overall financial strategy and
activities, corporate planning and analysis, human resources and investor
relations. From September 1995 to July 2000, Mr. Price performed various
management roles at PairGain Technologies, Inc., a publicly held
telecommunications equipment manufacturer, most recently as Senior Vice
President and Chief Financial Officer.  From 1992 until 1995, Mr. Price was the
Corporate Controller for Triconex Corporation, a

                                                                               2
<PAGE>

publicly held corporation. Prior to 1992, Mr. Price held financial management
positions at both public and privately held companies. Mr. Price received his
B.A. from California Polytechnic University, Pomona.

     John C. Herr has served as our Senior Vice President and General Manager
since March 2001, our Senior Vice President of Sales, Marketing and Business
Development from June 2000 to March 2001, and our Vice President of Sales &
Marketing from December 1998 to June 2000.  Mr. Herr's responsibilities include
overseeing Company's sales and marketing efforts, its business development
efforts, its merchandising and pricing strategies and the general management of
the Company's online stores. From 1993 to December 1998, Mr. Herr served in
several management roles at Ziff Davis, Inc., including the Executive Vice
President of International and Executive Vice President of Worldwide Marketing.
Mr. Herr's previous experiences include working in consumer marketing as a
Johnson & Johnson brand manager and as a strategy consultant at Bain & Company.
Mr. Herr received his B.A. in Economics from Harvard University and his M.B.A.
from the Harvard Graduate School of Business Administration.

     Brent Rusick has served as our Senior Vice President, Operations and
Technology since March 2001 and our Vice President, Sales Operations from
November 1997 to March 2001.  Mr. Rusick's responsibilities include overseeing
the customer support, information technology and fulfillment operations
departments of the Company.  From March 1995 to November 1997, Mr. Rusick served
as a U.S. Channel Sales Manager at Packard Bell NEC, Inc.  From August 1994 to
March 1995, he served as a Regional Sales Manager for Tech Data Corp.  Mr.
Rusick received his B.S. in business administration and finance from San Diego
State University.

     Keven F. Baxter has served as our Vice President, Corporate Affairs and
General Counsel since November 1999.  Mr. Baxter was elected Secretary in
December 1999.  Mr. Baxter's responsibilities include overseeing the legal and
general corporate affairs of the Company.  From January 1999 to November 1999,
Mr. Baxter practiced corporate and securities law in the Business and Technology
Group of Brobeck, Phleger & Harrison LLP.  From June 1995 to December 1998, Mr.
Baxter served in several management roles at Interplay Entertainment Corp., a
software publisher, including Vice President, Corporate Affairs and General
Counsel.  From 1988 to 1994, Mr. Baxter practiced corporate and securities law
at Brobeck, Phleger & Harrison LLP.  Mr. Baxter received his B.A. in Economics
from the University of California, Santa Barbara and his M.B.A. and J.D. from
the University of California, Berkeley.

     Our executive officers are elected by the Board of Directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors or executive
officers.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     The members of our Board of Directors, our executive officers and persons
who hold more than 10% of a registered class of our equity securities are
subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934 which require them to file reports with respect to their
ownership and changes in such ownership of our equity securities.  Based upon
(i) the copies of Section 16(a) reports which the Company received from such
persons for their transactions in our equity securities for the fiscal year
ended December 31, 2000 ("2000 Fiscal Year"), and (ii) the written
representations received from one or more of such persons that no annual Form 5
reports were required to be filed by them for the 2000 Fiscal Year, we believe
that all reporting requirements under Section 16(a) for such fiscal year were
met in a timely manner by the Company's directors, executive officers and
greater than 10% beneficial owners, with the following exceptions:  Mr. Kendall
failed to timely file one Form 4 for the month of February 2000 with respect to
a sale of 850 shares of our Common Stock.  Mr. Kendall filed a Form 4 to report
such transaction on March 21, 2000.  The SOFTBANK affiliates failed to timely
file a Form 3 in February 2000.  The SOFTBANK affiliates filed such Form 3 on
February 9, 2000.

                                                                               3
<PAGE>

Item 11.  EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and Certain Other Compensation

     The following table provides certain summary information concerning the
compensation earned, by the Company's Chief Executive Officer during the 2000
Fiscal Year and each of the four other most highly compensated executive
officers of the Company whose salary and bonus for the 2000 Fiscal Year was in
excess of $100,000, for services rendered in all capacities to the Company and
its subsidiaries for the fiscal years ended December 31, 1998, 1999 and 2000.
No other executive officers who would have otherwise been includable in such
table on the basis of salary and bonus earned for the 2000 Fiscal Year has been
excluded by reason of his or her termination of employment or change in
executive status during that year.  The individuals listed in the table below
shall be hereinafter referred to as the "Named Executive Officers."

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                      Annual Compensation                       Long Term Compensation Awards
                                          ---------------------------------------           ----------------------------------------
                                                                                                                      Securities
                                                                     Other Annual           Restricted Stock          Underlying
Name and Principal Positions              Year   Salary    Bonus     Compensation             Award(s)(1)               Options
-------------------------------------     ----   ------    -----     ------------           ----------------        ----------------
<S>                                       <C>   <C>       <C>      <C>                     <C>                   <C>
Gregory J. Hawkins(3)                     2000  $262,885  $92,235     $12,516(8)            $1,668,668(3)              100,000(2)
  Former Chief Executive Officer,         1999  $217,755      ---     $ 7,200(8)                   ---               4,542,281(2)(4)
  President and Chairman of the Board     1998       ---      ---         ---                      ---                     ---

Keven F. Baxter                           2000  $176,154      ---         ---               $  150,969                  45,000(2)
  Vice President, Corporate Affairs and   1999  $ 17,307      ---         ---                      ---                 375,000(2)
   General Counsel                        1998       ---      ---         ---                      ---                     ---

John C. Herr                              2000  $276,385      ---     $ 2,500(8)            $  229,711                 100,000(2)
  Senior Vice President and General       1999  $184,462  $10,000     $ 1,500(8)                   ---                     ---
  Manager                                 1998       ---      ---         ---                      ---                 539,062(2)(9)

Mitch C. Hill(5)                          2000  $234,385      ---         ---               $  480,261(5)              125,000(2)
  Former Chief Financial Officer          1999  $ 33,846      ---         ---                      ---               1,211,099(2)(6)
                                          1998       ---      ---         ---                      ---                     ---

Michael D. Walkey(7)                      2000  $195,385  $17,438         ---               $  147,375(7)              110,000(2)
  Former Senior Vice President, Product   1999  $ 10,385      ---         ---                      ---                 300,000(2)
  Management - Small Business             1998       ---      ---         ---                      ---                     ---
</TABLE>
---------------
(1)  Under a Restricted Stock Award Program implemented pursuant to the stock
     issuance provisions of the Company's 1999 Stock Incentive Plan, certain
     officers of the Company were given the opportunity to replace outstanding
     options with a restricted stock award which vests over a two year period.
     For every two shares subject to an option that participants elected to
     exchange under the program, participants received one share of Common Stock
     subject to a restricted stock award at an issue price of $0.0001 per share,
     the par value of the Common Stock.  As of December 31, 2000, the Company
     had cancelled 12,258,034 option shares and exchanged such option shares for
     an aggregate of 6,129,017 shares of Common Stock pursuant to the program.
     The aggregate value of such outstanding restricted stock awards, based on
     the closing sale price of the Common Stock on December 29, 2000, the last
     trading date of the 2000 Fiscal Year, as reported by the Nasdaq National
     Market, was $4,020,635.  The shares subject to each such award will vest
     and be issued in a series of eight successive equal quarterly installments
     upon the individual's completion of each successive three months of
     continued employment with the Company.  The first such quarterly vesting
     and issuance of shares occurred in February 2001.  No dividends will be
     issued on the Common Stock subject to any restricted stock award until such
     shares are vested and issued.

(2)  Each of these options was surrendered to the Company on December 11, 2000
     in return for a restricted stock award at an exchange ratio of two option
     shares for every one share of Common Stock subject to the restricted stock
     award.  See "Restricted Stock Award Program" for more information.

                                                                               4
<PAGE>

(3)  Mr. Hawkins joined the Company in March 1999 and resigned in February 2001.
     Pursuant to the terms of a Severance Agreement and General Release dated
     February 11, 2001 between the Company and Mr. Hawkins, Mr. Hawkins received
     $350,000 (less any regular payroll withholding), representing 12 months
     salary, as a severance benefit.  In addition, pursuant to such severance
     agreement, in February 2001 and March 2001, Mr. Hawkins was issued an
     aggregate of 580,285 shares of Common Stock covered by his restricted stock
     awards, inclusive of shares of Common Stock held in trust for the benefit
     of his children and his family.  Mr. Hawkins forfeited the remaining
     1,740,856 shares of Common Stock subject to his restricted stock awards.

(4)  Includes options to purchase 277,115 shares that were transferred to
     irrevocable trusts on behalf of Mr. Hawkins' children and his family.

(5)  Mr. Hill joined the Company in November 1999 and resigned in February 2001.
     Pursuant to the terms of a Severance Agreement and General Release dated
     February 11, 2001 between the Company and Mr. Hill, Mr. Hill received
     $275,000 (less any regular payroll withholding), representing 12 months
     salary, as a severance benefit.  In addition, pursuant to such severance
     agreement, in February 2001 and March 2001, Mr. Hill was issued an
     aggregate of 167,012 shares of Common Stock covered by his restricted stock
     awards, inclusive of shares of Common Stock held in trust for the benefit
     of his children and his family.  Mr. Hill forfeited the remaining 501,038
     shares of Common Stock subject to his restricted stock awards.

(6)  Includes options to purchase 250,000 shares that were transferred to
     irrevocable trusts for the benefit of Mr. Hill's children and options to
     purchase 13,125 shares that were transferred to members of his family.

(7)  Mr. Walkey joined the Company in November 1999 and his employment ceased in
     February 2001.  On February 22, 2001, prior to the termination of his
     employment, Mr. Walkey received 25,625 shares of Common Stock covered by
     his restricted stock awards.  Mr. Walkey forfeited the remaining 179,375
     shares of Common Stock subject to his restricted stock awards.

(8)  Consists of automobile lease payments.

(9)  Includes options to purchase 37,500 shares that were transferred to an
     irrevocable trust on behalf of Mr. Herr's children.

Stock Options and Stock Appreciation Rights

     The following table contains information concerning the stock options
granted to the Named Executive Officers during the 2000 Fiscal Year.  All the
grants listed were made under the Company's 1999 Stock Incentive Plan (the "1999
Plan").  No stock appreciation rights were granted to the Named Executive
Officers during such fiscal year.

                       Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
                                                                                                   Potential Realizable Value
                                                                                                     at Assumed Annual Rates
                                                                                                   of Stock Price Appreciation
                                                       Individual Grants                               for Option  Term(3)
                        -------------------------------------------------------------------------  ---------------------------
                        Number of Securities      % of Total Options      Exercise
                         Underlying Options      Granted to Employees     Price Per   Expiration
      Name                    Granted              in Fiscal Year(1)       Share(2)      Date             5%             10%
-------------------     --------------------     ---------------------  -----------   -----------   --------------   ----------
<S>                    <C>                     <C>                     <C>            <C>           <C>             <C>
Gregory J. Hawkins         100,000(4)(5)                   1.91%         $2.56         10/05/10         $160,997       $407,998

Keven F. Baxter            10,000(4)(6)                   0.19%          $7.06         05/14/10         $ 44,400       $112,518
                            8,333(4)(7)                   0.16%          $4.19         07/30/10           21,958         55,646
                           16,667(4)(7)                   0.32%          $2.78         08/13/10           29,139         73,845
                           10,000(4)(8)                   0.19%          $2.56         10/05/10           16,100         40,800

John C. Herr               25,000(4)(6)                   0.48%          $7.06         05/14/10         $111,000       $281,296
                           16,666(4)(7)                   0.32%          $4.19         07/30/10           43,916        111,292
                           33,334(4)(7)                   0.64%          $2.78         08/13/10           58,279        147,690
                           25,000(4)(8)                   0.48%          $2.56         10/05/10           40,249        102,000

</TABLE>

                                                                               5
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Potential Realizable Value
                                                                                                     at Assumed Annual Rates
                                                                                                   of Stock Price Appreciation
                                                       Individual Grants                               for Option  Term(3)
                        -------------------------------------------------------------------------  ---------------------------
                        Number of Securities      % of Total Options      Exercise
                         Underlying Options      Granted to Employees     Price Per   Expiration
      Name                    Granted              in Fiscal Year(1)       Share(2)      Date            5%            10%
---------------         --------------------     --------------------     ---------   ----------   -------------   ------------
<S>                    <C>                     <C>                     <C>            <C>           <C>             <C>
Mitch C. Hill              25,000(4)(9)                   0.48%              $4.19     07/30/10        $ 65,877       $166,945
                           20,264(4)(9)                   0.39%              $2.78     08/13/10          35,441         89,814
                           29,736(4)(9)                   0.57%              $2.78     08/13/10          51,988        131,748
                           50,000(4)(8)                   0.95%              $2.56     10/05/10          80,499        203,999

Michael D. Walkey          25,000(4)(6)                   0.48%              $7.06     05/14/10        $111,000       $281,296
                           10,000(4)(6)                   0.19%              $7.06     05/14/10          44,400        112,518
                           16,666(4)(7)                   0.32%              $4.19     07/30/10          43,916        111,292
                           33,334(4)(7)                   0.64%              $2.78     08/13/10          58,279        147,690
                           25,000(4)(8)                   0.48%              $2.56     10/05/10          40,249        102,000
</TABLE>
-----------------
(1)  The Company granted options to purchase an aggregate of 5,249,314 shares of
     Common Stock during the 2000 Fiscal Year.  Options for 291,814 of those
     shares were granted under the 1998 Stock Option/Stock Issuance Plan and
     options for 4,957,500 shares were granted under the 1999 Plan.

(2)  All options granted to the Named Executive Officers had exercise prices of
     not less than fair market value on the date of grant, based on the closing
     sale price of the Common Stock on the date of grant, as reported by the
     Nasdaq National Market.

(3)  The 5% and 10% assumed annual rates of compounded stock price appreciation
     are mandated by rules of the Securities and Exchange Commission and do not
     represent the Company's estimate or projection of the Company's future
     common stock prices.  Amounts represent hypothetical gains that could be
     achieved for the respective options if exercised at the end of the option
     term.  These amounts represent assumed rates of appreciation in the value
     of the common stock from the fair market value on the date of grant.
     Actual gains, if any, on stock option exercises are dependent on the future
     performance of the Common Stock and overall stock market conditions.  The
     amounts reflected in the table may not necessarily be achieved.  Potential
     realizable values are net of exercise price but before the payment of taxes
     associated with exercise.

(4)  Each of these options was surrendered to the Company on December 11, 2000
     in return for a restricted stock award at an exchange ratio of two option
     shares for every one share of Common Stock subject to the restricted stock
     award.  The shares subject to each such award will vest and be issued in a
     series of eight successive equal quarterly installments upon the
     individual's completion of each successive three months of continued
     employment with the Company.  The first such quarterly vesting and issuance
     of shares occurred in February 2001.  See "Restricted Stock Award Program"
     for more information.

(5)  Mr. Hawkins' option was structured such that 50% of the shares subject to
     the option were immediately vested and exercisable.  The remaining 50% of
     the shares subject to the option were to vest on the six month anniversary
     of the grant date.  In addition, under the terms of the 1999 Plan, all
     outstanding options automatically vest in full and become exercisable
     immediately prior to the effective date of an acquisition of the Company by
     merger or asset sale, unless the option were assumed by the acquiring
     entity or replaced with a cash incentive program of the successor
     corporation.

(6)  This option was structured such that 100% of the shares subject to the
     option would become vested and exercisable on November 15, 2000.

(7)  This option was structured such that the shares subject to the option would
     vest and become exercisable in 12 equal monthly installments from the date
     of grant.  In addition, under the terms of the 1999 Plan, all outstanding
     options automatically vest in full and become exercisable immediately prior
     to the effective date of an acquisition of the Company by merger or asset
     sale, unless the option were assumed by the acquiring entity or replaced
     with a cash incentive program of the successor corporation.

                                                                               6
<PAGE>

(8)  This option was structured such that the shares subject to the option would
     vest and become exercisable on the six month anniversary of the grant date.
     In addition, under the terms of the 1999 Plan, all outstanding options
     automatically vest in full and become exercisable immediately prior to the
     effective date of an acquisition of the Company by merger or asset sale,
     unless the option were assumed by the acquiring entity or replaced with a
     cash incentive program of the successor corporation.

(9)  The shares subject to this option were immediately vested and exercisable.

Aggregated Option Exercises and Fiscal Year-End Value

     No options were exercised by any of the Named Executive Officers during the
2000 Fiscal Year, and none of the Named Executive Officers held any unexercised
options at the end of such fiscal year.  Effective December 11, 2000, pursuant
to a Restricted Stock Award Program adopted by the Company, each of the Named
Executive Officers surrendered all of his unexercised options in exchange for
restricted stock awards.  See "Restricted Stock Award Program."

Restricted Stock Award Program

     On November 22, 2000, the Board of Directors of the Company approved the
implementation of a Restricted Stock Award Program pursuant to the stock
issuance provisions of the 1999 Plan.  Certain officers of the Company (director
level employees and higher) were given the opportunity under the program to
surrender his or her outstanding options under the 1999 Plan in return for a
restricted stock award which vests in equal quarterly installments over a two
year period.  For every two shares subject to an option that participants
elected to exchange under the program, participants received one share of Common
Stock under a restricted stock award at an issue price of $0.0001 per share, the
par value of the Common Stock.  When the restricted stock awards were made under
the program on December 11, 2000, the fair market value of the Common Stock was
$0.719 per share.  The executive officers surrendered options covering a total
of 7,602,441 shares of Common Stock with a weighted average exercise price of
$5.37 per share in return for an aggregate of 3,801,222 shares of Common Stock
subject to restricted stock awards.  The shares subject to each such award will
vest and be issued in a series of eight successive equal quarterly installments
upon the individual's completion of each successive three months of continued
employment with the Company.  The first of such quarterly issuances occurred in
February 2001.  The shares may be issued on an accelerated basis upon the
occurrence of certain changes in control or ownership of the Company.  The
shares will be fully-vested upon issuance and will be charged against the share
reserve under the 1999 Plan.

     The Company's Compensation Committee believed that this program was
necessary because equity incentives constitute a significant component of the
total compensation package of each of the Company's executive officers and key
employees and play a substantial role in the Company's ability to retain the
services of these individuals essential to the Company's long-term financial
success.  The Compensation Committee felt that the Company's ability to retain
these individuals would be significantly impaired, unless their out-of-the-money
options were replaced with valuable equity incentives in the form of restricted
stock awards for which they paid only nominal cash consideration but which they
would forfeit were they to leave the Company's employ prior to vesting in their
awards.  Accordingly, in order for the restricted stock awards to serve their
primary purpose of assuring the continued service of each participant in the
program, a two-year installment vesting schedule was imposed on those awards.
As a result, each participant will only have the opportunity to earn the shares
subject to his or her award if he or she remains in the Company's employ through
each quarterly vesting date.  To the extent the award is not vested at the time
of the participant's termination of employment, the award will be forfeited, and
no shares will be issued with respect to that forfeited portion.

Director Compensation

     Directors who are not employees of the Company or one of its subsidiaries
did not receive cash remuneration for serving on the Board of Directors or any
Board committee during the 2000 Fiscal Year. However, commencing in January
2001, non-employee directors will receive an aggregate of $10,000 per year for
their service on the Board of Directors and certain of its committees, payable
in four equal quarterly installments.  In addition, commencing in April 2001,
non-employee directors will receive $1,000 for each Board meeting they attend.
Directors are also reimbursed for all reasonable expenses incurred by them in
attending Board and committee

                                                                               7
<PAGE>

meetings. Directors who are also employees are eligible to receive options and
be issued shares of Common Stock directly under the 1999 Plan. Non-employee
directors will also receive automatic option grants under the 1999 Plan.

     Under the automatic option grant program in effect under the 1999 Plan,
each individual who first joins the Board as a non-employee director will
receive, at the time of such initial election or appointment, an automatic
option grant to purchase 24,000 shares of Common Stock.  In addition, an
automatic option grant for 8,000 shares of Common Stock will be made on the date
of each annual stockholders meeting, beginning with the 2001 Annual Meeting, to
each individual who is to continue to serve as a non-employee board member
whether or not his or her class of directors is standing for re-election at that
particular annual meeting.  All such options shall vest 25% after one year of
Board service and the remainder in equal monthly installments over the next
thirty-six months. However, the shares will immediately vest in full upon
changes in control of ownership or upon the optionee's death or disability while
a Board member.  The options will have a maximum term of 10 years measured from
the grant date, subject to earlier termination upon the optionee's cessation of
service on the Board.

     Non-employee board members are also eligible to receive discretionary
option grants and stock issuances under our 1999 Plan for their service on the
Board of Directors.  For example, in November 2000, each non-employee Board
member was awarded an option to purchase 10,000 shares of Common Stock that will
vest in full in May 2001.

     Mr. Jon Firestone, a director of the Company, entered into a seven month
consulting agreement with the Company in November 1999. Mr. Firestone was
granted an option to purchase 15,000 shares of Common Stock as consideration for
entering into this consulting agreement.  The Company also agreed to pay Mr.
Firestone's reasonable travel expenses in connection with his services to the
Company.  Mr. Firestone was appointed to the Board to fill a vacancy in November
2000 and subsequently resigned in March 2001.

Employment Contracts, Termination of Employment and Change in Control
Arrangements

     As of March 1, 1999, Gregory J. Hawkins entered into an employment
agreement with us to serve as our Chief Executive Officer. Mr. Hawkins'
employment agreement was subsequently amended in July 1999 to provide for, among
other things, an extension of the term of his employment agreement. Mr. Hawkins'
base salary under this agreement was $240,000 per year. We also granted Mr.
Hawkins options to purchase 4,542,281 shares of Common Stock at an exercise
price of $3.83 per share, the fair market value on the grant date. We provided
Mr. Hawkins with health and related benefits that are generally made available
to our other senior executives and a monthly car allowance of $800. Subsequent
to the execution of Mr. Hawkins employment agreement, the Company increased his
salary to $350,000 per year and made available to Mr. Hawkins an employee equity
incentive program that enabled him to cancel all of his outstanding options in
exchange for restricted stock awards from the Company.  This equity program
provided Mr. Hawkins with the opportunity to replace his outstanding stock
options with restricted stock awards which would vest in equal quarterly
installments over a two-year period, with the first such quarterly installment
occurring in February 2001.  For every two shares subject to an option that Mr.
Hawkins elected to exchange under this program, he received one share of the
Company's Common Stock at an issue price of $0.0001 per share, subject to the
two-year vesting.  Mr. Hawkins resigned from the Company in February 2001.
Although, under his employment agreement, Mr. Hawkins was no longer entitled to
contractual severance benefits from us, we entered into a severance and release
agreement with Mr. Hawkins in February 2001 to provide him with certain
severance benefits in connection with his resignation.  Pursuant to this
agreement, we provided Mr. Hawkins with one year's salary and medical benefits,
as well as accelerated vesting of 580,285 shares of Common Stock covered by his
restricted stock awards, inclusive of shares of Common Stock held in trust for
the benefit of his children and his family.

     Mitch C. Hill commenced his employment as our Chief Financial Officer on
November 1, 1999.  Mr. Hill's base salary was $220,000 per year, and he was
granted an option to purchase 1,211,099 shares of Common Stock at an exercise
price of $9.14 per share, the fair market value on the grant date. Under the
terms of Mr. Hill's offer letter, he had the right to receive his annual base
salary for one year and the right to exercise any stock options that would
otherwise vest in the subsequent twelve month period if we terminated his
employment for any reason, other than willful wrongdoing or gross negligence.
Prior to Mr. Hill's resignation in February 2001, the Company increased his
salary to $275,000 per year and made available to Mr. Hill an employee equity
incentive program that enabled him to cancel all of his outstanding options in
exchange for restricted stock awards from the Company.  This equity incentive
program provided Mr. Hill with the opportunity to replace his outstanding stock
options with

                                                                               8
<PAGE>

restricted stock awards which would vest in equal quarterly installments over a
two-year period, with the first of such quarterly installments occurring in
February 2001. For every two shares subject to an option that Mr. Hill elected
to exchange under the program, he received one share of the Company's Common
Stock at an issue price of $0.0001 per share. In connection with Mr. Hill's
employment, the Company also agreed to pay for all costs and expenses associated
with the relocation of Mr. Hill's family. Mr. Hill resigned from the Company in
February 2001. In connection with such resignation, we entered into a severance
and release agreement with him to provide Mr. Hill with certain severance
benefits. Pursuant to the agreement, we provided Mr. Hill with one year's salary
and medical benefits, as well as the accelerated vesting of 167,012 shares of
Common Stock covered by his restricted stock awards, inclusive of shares of
Common Stock held in trust for the benefit of his children and his family.

     John C. Herr commenced his employment as the Company's Vice President,
Sales and Marketing in December 1998.  Mr. Herr's base salary was $180,000 per
year, and he was granted an option to purchase 539,062 shares of Common Stock at
an exercise price of $3.83 per share, the fair market value on the grant date.
Under the terms of Mr. Herr's employment, the Company agreed to pay severance
benefits to Mr. Herr in the event his employment is terminated for any reason,
except in the case of gross negligence or willful wrongdoing.  He is entitled to
receive the following severance benefits:  one-year's salary, one-year's
acceleration of his stock option vesting schedule and a pro-rated version of any
commissions or bonuses due to him.  The Company also agreed to pay all
relocation expenses for his family associated with his move to Orange County,
California.  The Company has also made available to Mr. Herr an employee equity
incentive program that enabled him to cancel all of his outstanding options in
exchange for restricted stock awards from the Company.  This equity incentive
program provided Mr. Herr with the opportunity to replace his outstanding
options with restricted stock awards which vest in equal quarterly installments
over a two-year period, with the first of such quarterly installments occurring
in February 2001.  For every two shares subject to an option that he elected to
exchange under the program, he received one share of the Company's Common Stock
at an issue price of $0.0001 per share.

     We do not currently have any other employment contracts with any of our
Named Executive Officers. Accordingly, our Board of Directors may terminate the
employment of any Named Executive Officer at any time at its discretion.  Under
the terms of the 1999 Plan, all outstanding options automatically vest in full
and become exercisable immediately prior to the effective date of an acquisition
of the Company by merger or asset sale unless the option were assumed by the
acquiring entity or replaced with a cash incentive program of the successor
corporation.

     In addition, all shares of Common Stock subject to outstanding restricted
stock awards granted to a Named Executive Officer under the Restricted Stock
Award Program, which was implemented pursuant to and under the stock issuance
provisions of the 1999 Plan, will immediately vest in full in the event such
officer is terminated (whether involuntarily or through a forced resignation)
within eighteen months following the effective date of (i) an acquisition of the
Company by merger or asset sale, (ii) a change in ownership of more than 50% of
the outstanding Common Stock or (iii) a change in the majority of the Board as a
result of one or more contested elections for Board membership.

Compensation Committee Interlocks and Insider Participation

     During the 2000 Fiscal Year, the Compensation Committee of the Company's
Board of Directors consisted of Messrs. Kendall, Richion and Thorson. Currently,
the Compensation Committee of the Company's Board of Directors consists of
Messrs. Kendall and Thorson.  None of these individuals was an officer or
employee of the Company or its subsidiaries at any time during the 2000 Fiscal
Year or at any other time.

     No current executive officer of the Company has ever served as a member of
the board of directors or compensation committee of any other entity that has or
has had one or more executive officers serving as a member of the Company's
Board of Directors or Compensation Committee.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information known to the Company
with respect to the beneficial ownership of the Common Stock as of March 21,
2001 by (i) all persons who are beneficial owners of five percent (5%) or more
of the Common Stock, (ii) each director and nominee for director, (iii) the
Named Executive Officers

                                                                               9
<PAGE>

and (iv) all current directors and executive officers as a group. Unless
otherwise indicated, each of the stockholders has sole voting and investment
power with respect to the shares beneficially owned, subject to community
property laws, where applicable.

<TABLE>
<CAPTION>
                                                                                 Percentage
                                                                  Shares          Own Shares
                                                                Beneficially    Beneficially
           Name and Address of Beneficial Owner (1)                Owned         Owned (16)
-----------------------------------------------------------    --------------   -------------
<S>                                                             <C>           <C>
Scott A. Blum and Affiliates (2)(18)..........................    60,296,274          44.3%


SOFTBANK Affiliates
  William L. Burnham(3).......................................    24,239,436          17.8
  Edward S. Russell(4)........................................    14,055,845          10.3
  Total SOFTBANK Affiliates(5)................................    38,295,281          28.1

Donald M. Kendall (6).........................................    60,625,114          44.5

James B. Roszak (7)...........................................       328,840           *

Wayne T. Thorson (8)..........................................    60,625,114          44.5

John C. Herr (9)..............................................       426,159           *

Chares W. Richion (10)........................................       248,840           *

Keven F. Baxter (11)..........................................       184,300           *

Sanat K. Dutta (12)...........................................        34,000           *

Michael D. Walkey (13)........................................        12,813           *

Gregory J. Hawkins (14).......................................       357,871           *

Mitch C. Hill (15)............................................       105,026           *


All current directors and executive officers as a group (17)(18)
(11 persons)..................................................   103,645,117          74.0%
---------------
</TABLE>
*    Less than one percent of the outstanding Common Stock

(1)  The address for each of our officers and directors is c/o BUY.COM at 85
     Enterprise, Aliso Viejo, California 92656.  The address for the SOFTBANK
     Technology Funds is 200 West Evelyn Avenue, Suite 200, Mountain View,
     California 94043.  The address for the other SOFTBANK funds is 10 Langley
     Road, Suite 403, Newton Center, Massachusetts 02159.

(2)  Consists of shares held by the Scott A. Blum Separate Property Trust, the
     Will Scott Blum Trust, the Emma Rose Blum Trust and the Scott Blum GRAT.
     The address for the Blum Trusts is c/o Thinktank.com LLC at 65 Enterprise,
     Aliso Viejo, California 92656.

(3)  Includes 10,741,324 shares, 2,091,356 shares, 3,137,025 shares, 8,151,474
     shares and 118,257 shares held by SOFTBANK America, Inc., SOFTBANK
     Ventures, Inc., SOFTBANK Contents Fund, SOFTBANK Capital Partners L.P. and
     SOFTBANK Capital Advisors Fund, respectively. William Burnham is a Managing
     Director of the general partner of each of these SOFTBANK entities. Mr.
     Burnham disclaims beneficial ownership of these shares, except to the
     extent of his pecuniary interest.  Mr. Burnham resigned from our Board of
     Directors in early April 2001.

                                                                              10
<PAGE>

(4)  Includes 12,980,426 shares, 248,706 shares and 792,158 shares, 21,576
     shares and 12,979 shares held by SOFTBANK Technology Ventures IV, L.P.,
     SOFTBANK Technology Advisors Fund, L.P., SOFTBANK Technology Ventures V,
     L.P., SOFTBANK Technology Advisors Fund V, L.P. and SOFTBANK Technology
     Entrepreneurs Fund V, L.P. respectively. Edward S. Russell is the Managing
     Director of the general partner of each of these SOFTBANK entities. Mr.
     Russell disclaims beneficial ownership of these shares except to the extent
     of his pecuniary interest.  Mr. Russell resigned from our Board of
     Directors in early April 2001.

(5)  Includes 10,741,324 shares, 2,091,356 shares, 3,137,025 shares, 12,980,426
     shares, 248,706 shares, 8,151,474 shares, 118,257 shares, 792,158 shares,
     21,576 shares and 12,979 shares held by SOFTBANK America, Inc., SOFTBANK
     Ventures, Inc., SOFTBANK Contents Fund, SOFTBANK Technology Ventures IV,
     L.P. and SOFTBANK Technology Advisors Fund, L.P., SOFTBANK Capital Partners
     L.P., SOFTBANK Capital Partners Advisors Fund L.P., SOFTBANK Technology
     Ventures V, L.P., SOFTBANK Technology Advisors Fund V and SOFTBANK
     Technology Entrepreneurs Fund V, respectively.

(6)  Includes 198,125 shares issuable upon the exercise of options that are
     exercisable within 60 days of March 21, 2001.  Includes 60,296,274 shares
     of Common Stock that are held in a voting trust for which Mr. Kendall is a
     trustee.  However, no single trustee has the power to vote such shares.
     The voting trust agreement requires the approval of at least two trustees
     to vote the shares.  Mr. Kendall disclaims beneficial ownership of the
     shares held in trust.

(7)  Includes 198,125 shares issuable upon the exercise of options that are
     exercisable within 60 days of March 21, 2001.

(8)  Includes 198,125 shares issuable upon the exercise of options that are
     exercisable within 60 days of March 21, 2001.  Includes 60,296,274 shares
     of Common Stock that are held in a voting trust for which Mr. Thorson is a
     trustee.  However, no single trustee has the power to vote such shares.
     The voting trust agreement requires the approval of at least two trustees
     to vote the shares.  Mr. Thorson disclaims beneficial ownership of the
     shares held in trust.

(9)  Includes all shares issuable to Mr. Herr as a result of his participation
     in an employee equity incentive program.  Mr. Herr will be issued such
     shares of Common Stock, and consequently, become the beneficial owner in
     equal quarterly installments, subject to the vesting schedules for each
     particular issuance that lapses over one and two year periods which
     commenced in February 2001.  Only 124,010 of such shares of Common Stock
     will be vested and issued within 60 days of March 21, 2001.  Also includes
     18,750 shares of Common Stock that will be transferred, in equal quarterly
     installments over a two-year period that commenced in February 2001, to an
     irrevocable trust for the benefit of Mr. Herr's children.

(10) Includes 198,125 shares issuable upon the exercise of options that are
     exercisable within 60 days of March 21, 2001.  Mr. Richion resigned from
     our Board of Directors in late March 2001.

(11) Includes 183,750 shares issuable to Mr. Baxter as a result of his
     participation in an employee equity incentive program.  Mr. Baxter will be
     issued such shares of Common Stock, and consequently, become the beneficial
     owner subject to the vesting schedule for such issuance that lapses in
     seven equal quarterly installments commencing in May 2001.  Only 26,250 of
     such shares of Common Stock will be vested and issued within 60 days of
     March 21, 2001.

(12) Consists solely of shares issuable upon the exercise of options that are
     exercisable within 60 days of March 21, 2001.

(13) As of March 1, 2001, Mr. Walkey was no longer employed by the Company.

(14) Includes 133,978 shares of Common Stock that will be transferred to
     irrevocable trusts for the benefit of Mr. Hawkins' children and his family.
     As of February 11, 2001, Mr. Hawkins was no longer employed by the Company.

                                                                              11
<PAGE>

(15) Includes 31,250 shares of Common Stock that will be transferred to
     irrevocable trusts for the benefit of Mr. Hill's children.  As of February
     11, 2001, Mr. Hill was no longer employed by the Company.

(16) Percentage of ownership is based on 136,120,162 shares of Common Stock
     outstanding on March 21, 2001. Shares of Common Stock subject to stock
     options which are currently exercisable or will become exercisable within
     60 days after March 21, 2001 and restricted stock awards that are issuable
     within 60 days of March 21, 2001 are deemed outstanding for computing the
     percentage of the person or group holding such options or restricted stock
     awards, but are not deemed outstanding for computing the percentage of any
     other person or group.

(17) Includes 3,964,000 shares issuable upon the exercise of stock options and
     646,702 shares of Common Stock subject to vesting schedules that generally
     lapse over a two-year period commencing in February 2001.  Only 1,932,750
     of such stock options are exercisable with 60 days of March 21, 2001 and
     only 157,441 shares of Common Stock will vest and be issued within 60 days
     of March 21, 2000.

(18) Includes Mr. Blum's shares of Common Stock that are held in a voting trust
     for which two of our outside directors serve as trustees. The voting trust,
     among other things, provides that the trustees of the voting trust will
     have discretion to vote all of Mr. Blum's share on issues related to
     routine corporate governance. However, in some instances, the trustees must
     vote Mr. Blum's shares in the same proportion as the votes casts for and
     against by non-affiliated shares.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Since January 1, 2000 there has not been any transaction or series of
similar transactions to which we were or are a party in which the amount
involved exceeded or exceeds $60,000 and in which any director, executive
officer, holder of more than 5% of any class of our voting securities, or any
member of the immediate family of any of the foregoing persons had or will have
a direct or indirect material interest, other than the transactions described
below.

     Transactions with the Scott A. Blum Separate Property Trust.
     -----------------------------------------------------------

     In August 1999, we borrowed $5.0 million from the Scott A. Blum Separate
Property Trust, our largest stockholder, at a rate of 10% per annum, to use as
working capital.  After our initial public offering in February 2000, we paid
$5,252,777.92 to the Blum Trust to satisfy all of our principal and interest
obligations under such promissory note.

     In December 1998, we purchased an office building in Aliso Viejo,
California for approximately $1.1 million to serve as our principal corporate
headquarters.  In January 2000, we sold that office building and certain items
of personal property, including fixtures, furniture and other furnishings to the
Scott A. Blum Separate Property Trust, our largest stockholder, for
$1,717,224.15, the fair market value for such real and personal property.  In
connection with the sale, we hired CB Richard Ellis to perform an independent
valuation of the real property using a market value analysis, an income value
approach and a replacement value analysis.

     In January 2000, several of our employees received a loan from the Scott A.
Blum Separate Property Trust, our largest stockholder, to satisfy certain of
their federal and state tax liabilities.  In connection with these loans, we
agreed to pay the interest amount due to the Blum Trust, through November 2000,
on behalf of the individual employees that received loans.  In December 2000, we
paid $117,875.35 to the Blum Trust to satisfy our commitment to pay the accrued
interest pursuant to such employee loans.

     In May 1999, we entered into a lease agreement with the Scott A. Blum
Separate Property Trust, our largest stockholder, for an office building located
in Aliso Viejo, California.  Our monthly rental obligations under this lease
were approximately $12,000 per month.  In January 2000, we terminated such lease
agreement with the Blum Trust.  In addition, in 1999 the Blum Trust executed a
guarantee, on our behalf, for our $15.0 million credit facility.  The guarantee
for such credit facility terminated in early 2000.

                                                                              12
<PAGE>

     Indemnification Agreements with Directors and Officers.
     ------------------------------------------------------

     In addition to the indemnification provisions contained in our Amended and
Restated Certificate of Incorporation, we have entered into separate
indemnification agreements with each of our directors and several of our
executive officers.  These agreements require us, among other things, to
indemnify such director or officer against expenses (including attorneys' fees),
judgments, fines and settlements (collectively, "Liabilities") paid by such
individual in connection with any action, suit or proceeding arising out of such
individual's status or service as a director or officer of the company (other
than Liabilities arising from willful misconduct or conduct that is knowingly
fraudulent or deliberately dishonest) and to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by us.

     Dividend of Aqueduct, Inc. (formerly BUYNOW, INC.)
     --------------------------------------------------

      In October 1999, we declared a common stock dividend of 75% of the capital
stock, on an "as converted" basis, of Aqueduct, Inc. to all stockholders of
record as of October 13, 1999 on a pro rata basis.  We effected the dividend in
April 2000, and on the date of the dividend, we owned preferred stock
representing 25% of the capital stock of Aqueduct, on an "as converted" basis.
In the pro rata dividend to all of our stockholders, each of Messrs. Kendall,
Roszak, Richion, Sculley and Thorson, directors of the Company at the time,
Murray Williams and Robb Brock, officers of the Company at the time, an entity
affiliated with David Ingram and the SOFTBANK affiliates received shares of
Aqueduct common stock.  Further, Mr. Russell, one of our directors until April
2001, is also a director of Aqueduct, Inc.  Several of the SOFTBANK entities, of
which Mr. Russell is affiliated, own greater than 10% of the outstanding capital
stock of Aqueduct, on a fully diluted basis. As of December 31, 2000, we owned
approximately 9% of Aqueduct, on a fully diluted basis.

      In connection with the dividend, we entered into a trademark and license
agreement with Aqueduct pursuant to which we licensed our e-commerce technology
related to the Aqueduct business and the BUYNOW trademark on a royalty free
basis. In addition, Aqueduct entered into a non-competition agreement with us
which prohibits Aqueduct from soliciting any of our employees without obtaining
our prior consent, or from providing services to certain businesses without our
prior consent.  In November 2000, Aqueduct also paid us $617,827.43, which
represents the outstanding principal and interest amount due under an
intercompany loan which was evidenced by a promissory note.

     Transactions with Ingram Micro and Ingram Entertainment
     -------------------------------------------------------

     In December 1998, we entered into a supply agreement with Ingram
Entertainment Inc. under which they supply the videos, DVDs and video games that
we sell.  We entered into a new distribution and fulfillment agreement with
Ingram Entertainment in May 2000 that superceded the previous contract.  In
April 1999, we entered into an agreement with Nashville Computer Liquidators
L.P. to supply and distribute the products we sell in our online clearance
store.  In December 2000, we entered into an amended and restated merchandising
and supply agreement with Action Marketing International L.P. (formerly,
Nashville Computer Liquidators L.P.).  Action Marketing International (now known
as IEI Liquidators L.P.) is a subsidiary of Ingram Entertainment.  David Ingram
serves as the Chairman of the Board and President of Ingram Entertainment.  Mr.
Ingram served on our Board of Directors from December 1998 until he resigned at
the end of August 2000.

     In June 1998, we entered into a contract with Ingram Micro to supply and
distribute the computer hardware, software and peripheral products that we sell
in our stores and to assist us with marketing related vendor advertising. Since
June 1998, we have entered into several amendments and extensions to our
agreement with Ingram Micro.  We also maintain a line of credit with Ingram
Micro to purchase these goods and merchandise. As a part of that line of credit,
we granted Ingram Micro a security interest in the inventory we purchase from
them, the proceeds from this inventory and all of our accounts receivable. David
Ingram and other members of his immediate family are deemed to beneficially own
greater than 5% percent of Ingram Micro.

     We also have agreements with the Ingram Book Company and Ingram Fulfillment
Services, Inc. to supply and distribute the books that we sell in our online
store. In connection with these agreements, we issued Harpeth Holdings, Inc. a
warrant to purchase 625,000 shares of our common stock. Although David Ingram
does not have an ownership interest in any of these entities, Ingram Book
Company, Ingram Fulfillment Services Inc. and Harpeth

                                                                              13
<PAGE>

Holdings, Inc. are each affiliated with Ingram Industries, Inc., which is
controlled by several members of Mr. Ingram's immediate family.

     Transactions with SOFTBANK
     --------------------------

     In September 1999, we entered into a binding letter of intent with SOFTBANK
America, Inc. to form three separate international joint ventures in continental
Europe, the United Kingdom and Australia.  Messrs. Burnham and Russell are
affiliated with SOFTBANK and served on our Board of Directors until April 2001.
In November 2000, we entered into two letter agreements with SOFTBANK America,
Inc. and another of our joint venture partners for the purpose of terminating
our joint venture in continental Europe.  Also in November 2000, we entered into
another letter agreement with SOFTBANK America, Inc. and another of our joint
venture partners to terminate our Australian joint venture.

     In early February 2000, SOFTBANK provided a limited financial commitment on
our behalf to Arthur Andersen LLP, our independent auditors, to provide the
necessary investments in our company to allow us operate in the ordinary course
of business.  This commitment terminated upon the completion of our initial
public offering on February 8, 2000.

                                                                              14
<PAGE>

                              SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) 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.

                               BUY.COM INC.



Date:  April 27, 2001          By:  /S/ JAMES B. ROSZAK
                                    ------------------------------
                                       James B. Roszak
                                       Chief Executive Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                Signature                              Title                                      Date
                ---------                              -----                                      ----
<S>                                    <C>                                               <C>
          /S/ JAMES B. ROSZAK          Chief Executive Officer (principal executive           April 27, 2001
-------------------------------------  officer)
          James B. Roszak

                 *                     Chief Financial Officer (principal financial           April 27, 2001
-------------------------------------  and accounting officer)
          Robert R. Price

                 *                     Director                                               April 27, 2001
-------------------------------------
          Santa K. Dutta

                 *                     Director                                               April 27, 2001
-------------------------------------
          Donald M. Kendall

                 *                     Director                                               April 27, 2001
-------------------------------------
          Wayne T. Thorson
</TABLE>


* By James B. Roszak as Attorney-in-Fact

                                                                              15
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.      Description
-----------      -----------
   23.1          Consent of Independent Public Accountants

                                                                              16