<PAGE>

      FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1999
-------------------------------------------------------------------------------

                       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 JULY 31, 1999



                         Commission file number 0-25347

                                   ITURF INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                     13-3963754
    (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)

                   435 HUDSON STREET, NEW YORK, NEW YORK 10014
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                   (ZIP CODE)

                                 (212) 741-7785
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


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

     Number of shares of Common Stock outstanding as of August 31, 1999:
          17,331,136

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

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

<PAGE>

     STATEMENTS CONTAINED IN THIS DOCUMENT, INCLUDING, WITHOUT LIMITATION,
INFORMATION APPEARING UNDER "PART I ITEM 2 - MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," MAY BE
FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 27A OF THE AMENDED
SECURITIES ACT OF 1933 AND SECTION 21E OF THE AMENDED SECURITIES EXCHANGE ACT OF
1934). WHEN USED IN THIS DOCUMENT, THE WORDS "BELIEVE," "PLAN," "INTEND,"
"EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS REPORT.
THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THE FORWARD-LOOKING
STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO:
FLUCTUATIONS IN CONSUMER PURCHASING PATTERNS AND ADVERTISING SPENDING; TIMING
OF, RESPONSE TO AND QUANTITY OF OUR PARENT'S CATALOG MAILINGS AND OUR OWN
ELECTRONIC MAILINGS; CHANGES IN THE GROWTH RATE OF INTERNET USAGE AND ONLINE
USER TRAFFIC LEVELS; ACTIONS OF OUR COMPETITORS; THE TIMING AND AMOUNT OF COSTS
RELATING TO THE EXPANSION OF OUR OPERATIONS AND ACQUISITIONS OF TECHNOLOGY OR
BUSINESSES AND THEIR INTEGRATION; GENERAL ECONOMIC AND MARKET CONDITIONS; AND
OTHER FACTORS OUTSIDE OUR CONTROL. THESE FACTORS, AND OTHER FACTORS THAT APPEAR
IN THIS REPORT OR IN OUR OTHER SECURITIES AND EXCHANGE COMMISSION FILINGS,
INCLUDING OUR REGISTRATION STATEMENT (NO. 333-15153) ON FORM S-1, COULD AFFECT
OUR ACTUAL RESULTS AND COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE BY US OR ON OUR BEHALF.

     ALL REFERENCES IN THIS REPORT TO A FISCAL YEAR PRIOR TO FISCAL 1999 REFER
TO THE YEAR ENDED JANUARY 31 FOLLOWING THE PARTICULAR CALENDAR YEAR (E.G.,
"FISCAL 1998" REFERS TO THE FISCAL YEAR ENDING JANUARY 31, 1999). EFFECTIVE
FEBRUARY 1, 1999, WE CHANGED OUR FISCAL YEAR TO END ON THE SATURDAY CLOSEST TO
JANUARY 31 FOLLOWING THE CALENDAR YEAR (E.G., "FISCAL 1999" REFERS TO THE FISCAL
YEAR ENDING JANUARY 29, 2000).

                                     PART I
                              FINANCIAL INFORMATION

     ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       2
<PAGE>

                                   ITURF INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                        JANUARY 31, 1999   JULY 31, 1999
                                                                        ---------------    -------------
                                                                                            (UNAUDITED)
<S>                                                                          <C>            <C>
                                     ASSETS

  CURRENT ASSETS
   Cash and cash equivalents..........................................       $    375       $ 22,422
   Short-term investments.............................................           --           55,517
   Other current assets...............................................           --            1,840
                                                                             --------       --------
       Total current assets                                                       375         79,779

  DEFERRED OFFERING COSTS.............................................            110           --
  PROPERTY AND EQUIPMENT, net of accumulated depreciation of $46
       at January 31, 1999 and $141 at July 31, 1999..................            414          1,868
  INTANGIBLE ASSETS, NET..............................................            317            313
                                                                             --------       --------
  TOTAL ASSETS                                                               $  1,216       $ 81,960
                                                                             --------       --------
                                                                             --------       --------


                    LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES
   Accounts payable and other current liabilities.....................       $    263       $  1,207
   Due to dELiA*s.....................................................            573          2,632
                                                                             --------       --------
       Total current liabilities......................................            836          3,839


  STOCKHOLDERS' EQUITY
   Preferred stock, $.01 par value, 1,000,000 shares authorized;
        no shares issued or outstanding...............................           --               --
   Class A common stock, $.01 par value, 67,500,000 shares authorized;
        no shares issued or outstanding at January 31, 1999;
        4,831,136 shares issued and outstanding at July 31, 1999......           --               48
   Class B common stock, $.01 par value, 12,500,000 shares authorized,
        issued and outstanding........................................            125            125
   Additional paid-in capital.........................................           --           97,261
   Investment in common stock of dELiA*s Inc..........................           --          (17,734)
   Retained earnings (deficit)........................................            255         (1,579)
                                                                             --------       --------
       Total stockholders' equity                                                 380         78,121
                                                                             --------       --------


  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $  1,216       $ 81,960
                                                                             --------       --------
                                                                             --------       --------

                          See Notes to Unaudited Condensed Consolidated Financial Statements

</TABLE>


                                       3
<PAGE>


                                   ITURF INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                                  THREE MONTHS     THIRTEEN WEEKS
                                                                                      ENDED            ENDED
                                                                                  JULY 31, 1998     JULY 31, 1999
                                                                                  -------------    --------------
                                                                                          (UNAUDITED)
<S>                                                                                 <C>             <C>

  NET REVENUES:
      NET PRODUCT SALES...............................................               $    653        $  2,600
      ADVERTISING AND OTHER...........................................                    107             352
                                                                                     --------        --------
  TOTAL NET REVENUES..................................................                    760           2,952

  COST OF PRODUCT SALES...............................................                    339           1,651
                                                                                     --------        --------

  GROSS PROFIT........................................................                    421           1,301

  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................                    445           4,052
  INTEREST EXPENSE (INCOME), NET......................................                     11            (989)
                                                                                     --------        --------

  LOSS BEFORE INCOME TAXES............................................                    (35)         (1,762)
  BENEFIT FOR INCOME TAXES............................................                    (11)           --
                                                                                     --------        --------


  NET LOSS  ..........................................................               $    (24)       $ (1,762)
                                                                                     --------        --------
                                                                                     --------        --------

  BASIC AND DILUTED NET LOSS PER SHARE................................               $  (0.00)       $  (0.10)
                                                                                     --------        --------
                                                                                     --------        --------

  SHARES USED IN THE CALCULATION OF BASIC AND DILUTED
      NET LOSS PER SHARE..............................................                12,500          17,331
                                                                                     --------        --------
                                                                                     --------        --------

</TABLE>

<TABLE>
<CAPTION>
                                                                                   SIX MONTHS     TWENTY-SIX WEEKS
                                                                                      ENDED            ENDED
                                                                                  JULY 31, 1998     JULY 31, 1999
                                                                                  -------------   ----------------
                                                                                          (UNAUDITED)
<S>                                                                                 <C>               <C>
  NET REVENUES:
      NET PRODUCT SALES...............................................              $    722          $  5,025
      ADVERTISING AND OTHER...........................................                   107               542
                                                                                    --------          --------
  TOTAL NET REVENUES..................................................                   829             5,567

  COST OF PRODUCT SALES...............................................                   374             2,983
                                                                                    --------          --------

  GROSS PROFIT........................................................                   455             2,584

  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................                   554             5,805
  INTEREST EXPENSE (INCOME), NET......................................                    22            (1,101)
                                                                                    --------          --------

  LOSS BEFORE INCOME TAXES............................................                  (121)           (2,120)
  BENEFIT FOR INCOME TAXES............................................                   (44)             (161)
                                                                                    --------          --------

  NET LOSS............................................................              $    (77)         $ (1,959)
                                                                                    --------          --------
                                                                                    --------          --------
  BASIC AND DILUTED NET LOSS PER SHARE................................              $  (0.01)         $  (0.13)
                                                                                    --------          --------
                                                                                    --------          --------
  SHARES USED IN THE CALCULATION OF BASIC AND DILUTED
      NET LOSS PER SHARE..............................................                12,500            15,372
                                                                                    --------          --------
                                                                                    --------          --------
</TABLE>

       See Notes to Unaudited Condensed Consolidated Financial Statements

                                       4
<PAGE>


                                   ITURF INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                   SIX MONTHS     TWENTY-SIX WEEKS
                                                                                      ENDED            ENDED
                                                                                  JULY 31, 1998     JULY 31, 1999
                                                                                  -------------   ----------------
                                                                                            (UNAUDITED)
<S>                                                                                  <C>               <C>
  CASH FLOWS USED IN OPERATING ACTIVITIES:

   Net loss..................................................................        $    (77)              $
                                                                                                       (1,959)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization...........................................              49             130
     Amortization of investments.............................................            --              (139
     Changes in operating assets and liabilities:
            Other current assets.............................................            --            (1,840
            Other assets.....................................................             (50)           --
            Current liabilities..............................................              13             714
                                                                                     --------        --------
  Net cash used in operating activities......................................             (65)         (3,094
                                                                                     --------        --------
                                                                                     --------        --------

  CASH FLOWS USED IN INVESTING ACTIVITIES:
   Purchase of dELiA*s stock.................................................            --           (17,734)
   Capital expenditures......................................................            (131)         (1,555)
   Purchase of held to maturity investment securities........................            --           (55,378)
                                                                                     --------        --------
  Net cash used in investing activities......................................            (131)        (74,667)
                                                                                     --------        --------
                                                                                     --------        --------

  CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
   Net proceeds from issuance of common stock................................            --            97,749
   Loan from dELiA*s.........................................................           1,047           6,415
   Repayment to dELiA*s......................................................            (845)         (4,356)
                                                                                     --------        --------
  Net cash provided by financing activities..................................             202          99,808
                                                                                     --------        --------
                                                                                     --------        --------

  INCREASE IN CASH & CASH EQUIVALENTS........................................               6          22,047
  CASH & CASH EQUIVALENTS--BEGINNING OF PERIOD...............................              31             375
                                                                                     --------        --------
  CASH & CASH EQUIVALENTS--END OF PERIOD.....................................        $     37        $ 22,422
                                                                                     --------        --------
                                                                                     --------        --------

    Supplemental disclosure of noncash financing and investing activity:
    April 1999 issuance of common stock for the acquisition of TSISoccer.com domain name. See Note 1.

</TABLE>











       See Notes to Unaudited Condensed Consolidated Financial Statements



                                       5
<PAGE>



                                   ITURF INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       BUSINESS

     iTurf Inc. is an Internet community and marketer of apparel, related
accessories, home furnishings and soccer merchandise that is focused primarily
on young men and women between the ages of 10 and 24, an age group known as
"Generation Y." We are a subsidiary of dELiA*s Inc. ("dELiA*s" or our "Parent").
The accompanying financial statements of iTurf, which was incorporated in August
1997, include all of dELiA*s Internet operations from that date of
incorporation, as well as the Internet operations of TSI Soccer Corporation
("TSI") prior to that date. They also include the financial results and balances
of iTurf Finance Company, a wholly-owned subsidiary of iTurf Inc. We utilize
dELiA*s business relationships, infrastructure and brand names and relied on
dELiA*s to provide financing for our operations until April 14, 1999, when we
completed an initial public offering of our Class A common stock.

     On April 1, 1999, our certificate of incorporation was amended and restated
such that the authorized capital stock of iTurf consists of 67,500,000 shares of
Class A common stock, par value $.01 per share, 12,500,000 shares of Class B
common stock, par value $.01 per share and 1,000,000 shares of Preferred Stock,
par value $.01 per share. In addition, exchange of the 100 shares of common
stock previously outstanding and held by dELiA*s into 12,500,000 shares of Class
B common stock was approved. All share information in these financial statements
and notes has been adjusted to reflect these changes.

     In our initial public offering, we issued 4,830,000 shares of our Class A
common stock to the public at a price of $22 per share to receive net cash
proceeds of approximately $97,409,000 after expenses. Holders of Class A common
stock have voting rights identical to holders of Class B common stock, except
that holders of Class A common stock are entitled to one vote per share and
holders of Class B are entitled to six votes per share. In connection with the
initial public offering, iTurf acquired the TSISoccer.com domain name from TSI,
a wholly-owned subsidiary of dELiA*s, for 1,136 shares of Class A common stock
(valued at $25,000 at the initial public offering price). dELiA*s continues to
own all outstanding shares of iTurf's Class B common stock, which represents
approximately 94% of the voting power and 72% of the value of iTurf common
stock. Each share of Class B common stock is convertible into one share of Class
A common stock under certain circumstances.

     iTurf used approximately $17,700,000 of the initial public offering
proceeds to purchase 551,046 shares of dELiA*s common stock from dELiA*s. This
purchase has been recorded as a reduction to iTurf's stockholders' equity. In
June 1999, we used $1,574,000 of the initial public offering proceeds to repay
our May 1, 1999 indebtedness to dELiA*s.

     iTurf is subject to seasonal fluctuations in our merchandise sales and
results of operations. We expect our revenues and operating results generally to
be lower in the first half of each fiscal year than in the second half of such
year.

     Effective February 1, 1999, we changed our fiscal year from the year ending
January 31 to the 52 weeks ending on the Saturday closest to January 31.




                                       6
<PAGE>

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

          PRINCIPLES OF CONSOLIDATION--The condensed consolidated financial
     statements include the accounts of iTurf Inc. and subsidiaries, all of
     which are wholly owned. All significant intercompany balances and
     transactions have been eliminated in consolidation.

          BASIS OF PRESENTATION--For periods prior to our initial public
     offering, the financial statements include expenses which have been
     allocated to iTurf by dELiA*s on a specific identification basis plus the
     allocated share of the costs associated with resources we shared with
     dELiA*s. Allocations from dELiA*s for such shared resources were made
     primarily on a proportional cost method based on related revenues.
     Management believes these allocations are reasonable. Since our initial
     public offering, expenses are recorded in accordance with intercompany
     agreements. The financial statements of iTurf for periods prior to our
     initial public offering do not necessarily reflect the results of
     operations or financial position that would have existed had iTurf been an
     independent company.

          UNAUDITED INTERIM FINANCIAL STATEMENTS--The accompanying unaudited
     condensed consolidated financial statements have been prepared in
     accordance with the requirements for Form 10-Q and in accordance with
     generally accepted accounting principles for interim financial reporting.
     In the opinion of management, the accompanying condensed consolidated
     financial statements are presented on a basis consistent with the audited
     financial statements and reflect all adjustments (consisting of normal
     recurring items) necessary for a fair presentation of results for the
     interim periods presented. The financial statements and footnote
     disclosures should be read in conjunction with iTurf's January 31, 1999
     audited financial statements and the notes thereto, which are included in
     iTurf's Form S-1, as amended and filed with the Securities and Exchange
     Commission. Results for the interim period are not necessarily indicative
     of the results to be expected for the year.

          INCOME TAXES--For periods prior to our initial public offering, our
     results were included in dELiA*s consolidated federal and state income tax
     returns and our income tax provision was calculated as if we had operated
     as an independent company. As a result of our initial public offering, we
     are required to file a separate return. We do not expect to have net income
     for fiscal 1999 and expect to fully reserve deferred tax assets. Therefore,
     we estimate our effective rate for the period since our initial public
     offering to be zero.

          CASH EQUIVALENTS--The Company considers all highly liquid investments
     with maturities of 90 days or less when purchased to be cash equivalents.
     Cash equivalents are stated at cost, which approximates market value.



3.   COMMITMENTS AND CONTINGENCIES

          In May 1999, we entered into a strategic marketing alliance with
     America Online, Inc. Over the two-year term of the agreement, we have
     agreed to pay America Online a total of approximately $8.1 million, of
     which approximately $2.0 million has been paid as of July 31, 1999.



4.   SUBSEQUENT EVENT

          On August 9, 1999, we entered into an Agreement and Plan of Merger to
     acquire T@ponline.com, Inc. ("Taponline"). Under the terms of the
     agreement, we will issue 1,587,000 shares of our Class A common stock to
     the shareholders of Taponline in a tax-free exchange. As a result,
     Taponline will become a wholly-owned subsidiary of iTurf. Upon closing,
     which is expected to occur in early September 1999, we will account for the
     transaction as a purchase. In connection with the transaction, MarketSource
     Corporation, which is owned by certain of the shareholders of Taponline,
     has agreed to




                                       7
<PAGE>

     enter into an arrangement to purchase advertising and other inventory on
     our network of sites for resale to their clients. Separately, we have
     agreed to enter into a marketing alliance with MarketSource to promote our
     network of sites through MarketSource's offline marketing channels. We
     have committed to purchasing approximately $6.5 million in promotional
     opportunities through these channels over the next three years.




                                       8
<PAGE>



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

     THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN
CONJUNCTION WITH OUR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
THERETO INCLUDED ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION CONTAINS
FORWARD-LOOKING STATEMENTS THAT REFLECT ITURF'S PLANS, ESTIMATES AND BELIEFS.
OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW AND ELSEWHERE
IN THIS REPORT. AS USED IN THIS REPORT, THE TERM "PARENT" MEANS DELIA*S INC., A
REPORTING COMPANY UNDER THE SECURITIES EXCHANGE ACT OF 1934. OUR PARENT OWNS ALL
OF THE SHARES OF OUR CLASS B COMMON STOCK AS OF THE DATE HEREOF. THE CLASS B
COMMON STOCK ENTITLES OUR PARENT TO SIX VOTES PER SHARE, AS COMPARED TO ONE VOTE
PER SHARE OF OUR CLASS A COMMON STOCK. THEREFORE, SINCE OUR INITIAL PUBLIC
OFFERING THROUGH JULY 31, 1999, OUR PARENT HAS HELD APPROXIMATELY 94% OF THE
VOTING POWER OF OUR OUTSTANDING CAPITAL STOCK.

OVERVIEW

     We are a leading provider of Internet community, content and e-commerce
services focused primarily on young men and women between the ages of 10 and 24,
an age group known as "Generation Y." We provide Generation Y with a network of
Web sites that addresses this demographic group's concerns, interests, tastes
and needs. Our sites offer interactive web/zines with proprietary content, chat
rooms, posting boards, personal homepages and e-mail, as well as online shopping
opportunities.

     Our historical financial statements for periods prior to our initial public
offering include allocations for administrative, distribution and other expenses
incurred by our parent for services rendered to iTurf. While we believe such
allocations to be reasonable, they are not necessarily indicative of, and it is
not practical for us to estimate, the levels of expenses that would have
resulted had iTurf been operating as an independent company. Following our
initial public offering, the provision of such services and other matters
between the two companies, including use of our parent's trademarks, have been
governed by intercompany agreements.

     Prior to our initial public offering, we relied on our parent to provide
financing for our operations. Therefore, our cash flows were not necessarily
indicative of the cash flows that would have resulted had we been operating as
an independent company.

     We believe that our continued growth will depend in large part on our
ability to increase our brand awareness, provide our customers with superior
Internet community and e-commerce experiences and continue to enhance our
systems and technology to support increased traffic to our Web sites. We intend
to invest heavily in marketing and promotion, including advertising in our
parent's print catalogs, and to further develop our Web sites, technology and
operating infrastructure. As a result, we expect to record substantial net
losses for the foreseeable future.

     In view of the rapidly changing nature of iTurf's business and our limited
operating history, as well as the changes in our relationship with our parent
and our expected seasonality, iTurf believes that period-to-period comparisons
of our operating results, including our gross profit margin and operating
expenses as a percentage of sales, are not necessarily meaningful. You should
not rely on this information as an indication of future performance.

     On August 9, 1999, we entered into an Agreement and Plan of Merger to
acquire T@ponline.com, Inc. ("Taponline"). Under the terms of the agreement,
we will issue 1,587,000 shares of our Class A common stock to the
shareholders of Taponline in a tax-free exchange. As a result, Taponline will
become a wholly-owned subsidiary of iTurf. We will account for the
transaction as a purchase. In connection with the transaction, MarketSource
Corporation, which is owned by certain of the shareholders of Taponline, has
agreed to enter into an arrangement to purchase advertising and


                                       9
<PAGE>

sponsorship inventory on our network of sites. Separately, we have agreed to
enter into a marketing alliance with MarketSource to promote our network of
sites through MarketSource's offline marketing channels. We have committed to
purchasing approximately $6.5 million in promotional opportunities through
these channels.

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, the percentage
relationship of certain items from our statement of operations to revenues. Any
trends reflected by the following table may not be indicative of future results.

<TABLE>
<CAPTION>

                                                 THREE MONTHS  THIRTEEN WEEKS   SIX MONTHS   TWENTY -SIX WEEKS
                                                    ENDED          ENDED          ENDED           ENDED
                                                 JULY 31, 1998  JULY 31, 1999  JULY 31, 1998   JULY 31, 1999
                                                 -------------  -------------  -------------   -------------

<S>                                                    <C>           <C>           <C>           <C>
  Net revenues                                         100.0%        100.0%        100.0%        100.0%
  Cost of product sales                                 44.6          55.9          45.1          53.6
                                                       -----         -----          -----        ------
  Gross profit                                          55.4          44.1          54.9          46.4
  Selling, general and administrative expenses          58.6         137.3          66.8         104.3
  Interest expense (income), net                         1.5         (33.5)          2.7
                                                       -----         -----          -----        ------
                                                                                                 (19.8)

  Loss before income taxes                              (4.7)        (59.7)        (14.6)        (38.1)
  Benefit for income taxes                              (1.5)          --           (5.3)         (2.9)
                                                        -----         -----         -----         -----
  Net loss                                              (3.2)%       (59.7)%        (9.3)%       (35.2)%
                                                        -----         -----         -----         -----
                                                        -----         -----         -----         -----
</TABLE>


COMPARISON OF THIRTEEN WEEKS ENDED JULY 31, 1999 AND THREE MONTHS ENDED JULY 31,
1998

     NET REVENUES. Net revenues increased from $760,000 in the second fiscal
quarter of 1998 to $3.0 million for the same period in fiscal 1999. The increase
was principally due to increased traffic as a result of our marketing efforts,
as well as to sales derived from Web sites launched subsequent to the second
fiscal quarter of 1998, including droog.com, dotdotdash.com,
StorybookHeirlooms.com and contentsonline.com. Advertising, subscription and
licensing revenues were approximately $352,000 for the second quarter of fiscal
1999 and $107,000 for the same period of fiscal 1998.

     GROSS PROFIT. Gross profit increased from $421,000 for the second quarter
of fiscal 1998 to $1.3 million for the same period in fiscal 1999 as a result of
increased sales. Gross margin decreased from 55.4% in the second quarter of
fiscal 1998 to 44.1% in the second quarter of fiscal 1999. The decrease was
principally due to increased sales of lower-margin products on our
discountdomain.com and TSISoccer.com sites as well as seasonal promotional
offers.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses are comprised of:

     -    sales and marketing expenses, which include advertising costs, credit
          card fees and distribution costs;

     -    product development expenses, which include site development,
          editorial content and systems costs; and

     -    general and administrative expenses.

     Total selling, general and administrative expenses, including direct
expenses, expenses allocated from our parent for periods prior to our initial
public offering and expenses charged by our parent in connection with
intercompany agreements after our initial public offering, increased from
$445,000, or 58.6% of revenues, in the second quarter of fiscal 1998 when these
expenses related primarily to the launch of



                                       10
<PAGE>

dELiAs.cOm to $4.1 million, or 137.3% of revenues, in the second quarter of
fiscal 1999 due to a substantial increase in advertising, product development
and overhead costs to support the continued expansion of iTurf.

     In the second quarter of fiscal 1999, selling, general and administrative
expenses were comprised of approximately $2.5 million of selling and marketing
expenses, $1.1 million of product development costs and $500,000 of general and
administrative expenses.

COMPARISON OF TWENTY-SIX WEEKS ENDED JULY 31, 1999 AND SIX MONTHS ENDED JULY 31,
1998

     NET REVENUES. Net revenues increased from $829,000 in the first half of
fiscal 1998 to $5.6 million for the same period in fiscal 1999. The increase was
due to the launch of the dELiAs.cOm and discountdomain.com Web sites in May
1998, the contentsonline.com and droog.com sites in November 1998, the
dotdotdash.com site in March 1999 and the StorybookHeirlooms.com site in April
1999, as well as increased traffic as a result of our marketing efforts.
Advertising, subscription and licensing revenues were approximately $542,000 for
the first half of fiscal 1999 and $107,000 for the same period of fiscal 1998.

     GROSS PROFIT. Gross profit increased from $455,000 for the first half of
fiscal 1998 to $2.6 million for the same period in fiscal 1999 as a result of
increased sales. Gross margin decreased from 54.9% in the first half of fiscal
1998 to 46.4% in the first half of fiscal 1999. The decrease was principally due
to increased sales of lower-margin products on our discountdomain.com and
TSISoccer.com as well as seasonal promotional offers.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Total selling, general and
administrative expenses increased from $554,000, or 66.8% of revenues, in the
first half of fiscal 1998 when these expenses related primarily to the launch of
dELiAs.cOm, to $5.8 million, or 104.3% of revenues, in the first half of fiscal
1999 due to a substantial increase in advertising, product development and
overhead costs to support the continued expansion of iTurf.

QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY

     Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors, many of which are outside of our control.
These factors include:

     - seasonal fluctuations in consumer purchasing patterns and advertising
       spending;

     - mix of product and other revenues;

     - timing of, response to and quantity of our parent's catalog mailings;

     - changes in the growth rate of Internet usage;

     - actions of competitors;

     - the timing and amount of costs relating to the expansion of our
       operations and acquisitions of technology or businesses; and

     - general economic and market conditions.

     Our limited operating history and rapid growth make it difficult to
ascertain the effects of seasonality on our business although we believe our
revenues and operating results generally to be lower in the first half of each
fiscal year than in the second half of such year. We believe that
period-to-period comparisons of our historical results are not necessarily
meaningful and should not be relied upon as an indication of future results.


                                       11
<PAGE>

INCOME TAXES

     Since our initial public offering, we are no longer consolidated with our
parent's taxpayer group. For periods prior to such event, we owed our parent our
proportionate share of the consolidated tax liability computed as if iTurf were
filing a separate return. Any tax loss benefits attributable to us were used by
our parent. To the extent that our parent used our tax benefits, we reduced our
debt due to our parent, which was repaid in the second quarter of fiscal 1999.

     Now that we are no longer consolidated with our parent's taxpayer group, we
may not be able to realize the tax benefit of future losses. Losses generated
subsequent to deconsolidation will be available to us to offset any future
taxable income for twenty years. However, deferred tax assets recorded to
reflect such future benefits are likely to be fully reserved when recorded based
on our limited operating history.

LIQUIDITY AND CAPITAL RESOURCES

     Operating activities used net cash of $65,000 and $3.1 million during the
first half of fiscal 1998 and 1999, respectively.

     Net cash used in investing activities of $74.7 million for the first half
of fiscal 1999 relate primarily to our purchase of marketable securities and
shares of dELiA*s common stock from our parent in connection with our initial
public offering. Investing activities in the first half of fiscal 1998 relate to
purchases of property and equipment and used approximately $131,000. We expect
to make capital expenditures of approximately $4.0 million in fiscal 1999,
including investments in technology and physical infrastructure. In addition, a
portion of our resources may be used to fund acquisitions or investments in
businesses, products and technologies that are complementary to our current
business.

     We also expect to spend significant amounts for marketing and other
alliances. In May 1999, we entered into a strategic alliance agreement with
America Online, Inc. under which we are committed to cash payments of
approximately $4.0 million in fiscal 1999 and $4.1 million in fiscal 2000.

     Financing activities provided net cash of $99.8 million for the first half
of fiscal 1999 and $202,000 for the same period of fiscal 1998. The significant
amount of cash provided by financing activities during the first half of fiscal
1999 relates to the initial public offering of our common stock. Prior to our
initial public offering, financing activities were related primarily to loans
from our parent.

     We have historically relied on our parent for financing capital
expenditures. Our capital requirements depend on numerous factors, including:

     - the rate of market acceptance of iTurf's online presence;

     - our ability to expand iTurf's customer base;

     - the cost of upgrades to our online presence; and

     - our level of expenditures for sales and marketing.

     The timing and amount of such capital requirements cannot accurately be
predicted. Additionally, we will continue to evaluate possible investments in
businesses, products and system technologies and to develop plans to expand our
sales and marketing programs and conduct more aggressive brand promotions. We
believe that the net proceeds of our initial public offering, together with our
cash from operations, will be sufficient to meet anticipated cash needs for at
least the next 24 months.

     Prior to our initial public offering, we were a borrower under our parent's
bank credit facility, which



                                       12
<PAGE>

prohibited dividends other than to our parent. Our participation in the bank
credit facility was terminated concurrent with our initial public offering.

YEAR 2000 COMPLIANCE

     We are heavily dependent upon complex computer software and systems for our
operations, including, to a significant extent, our parent's computer systems.
Many existing computer programs and systems use only two digits to identify a
year in the date field. These programs and systems were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000.

     STATE OF READINESS. All of iTurf's material operating software and our
information technology systems and other systems, including telecommunications
and warehouse systems, were developed by and are supported by third party
vendors. Each of the third party vendors of iTurf's mission-critical operating
software has provided a written warranty or assurance to iTurf or our parent
that such software will not be affected by the change in the century. The
majority of the third party vendors of iTurf's other material operating software
and systems have also provided warranties or assurances that such software and
systems would be compliant. iTurf has prepared a Year 2000 compliance program,
which involves:

     - identifying the material operating software and systems on which iTurf
       depends, whether used by iTurf or by iTurf's service providers;

     - obtaining written warranties or assurances from third party software and
       system vendors and service providers;

     - monitoring the compliance efforts of such vendors and service providers;
       and

     - testing our material operating software and systems.

     We expect to perform tests in the third quarter of fiscal 1999 of some of
our material operating software and systems to verify the assurances given by
third party vendors and ensure Year 2000 compliance. We have not yet begun to
perform these tests on any of our software and systems and we may not be able to
test all of our material operating systems. As a result of this timing, we have
not identified any material software or systems as requiring remediation or
replacement. However, we cannot assure you that all of our material operating
software and systems will be Year 2000 compliant.

     In addition to the operating systems and software iTurf uses directly,
iTurf's operations are also dependent upon the performance of operating software
and systems used by our significant service providers, including our parent and
providers of financial, telecommunications and parcel delivery services. Our
parent has provided us with assurance that its Year 2000 compliance program is
consistent with ours and the status of its efforts is the same as ours. We have
contacted each of iTurf's other significant service providers and have obtained
written assurances from the majority of such providers that the providers'
relevant operating software and systems are or would be in Year 2000 compliance.
We are monitoring the status of all iTurf's significant service providers' Year
2000 compliance efforts to minimize the risk of any material adverse effect on
iTurf's operations resulting from compliance failures. However, there can be no
assurance that iTurf's service providers have, or will have, operating software
and systems that are Year 2000 compliant.

     RISKS. The failure of our software or systems to be Year 2000 compliant
could prevent us from being able to process or fulfill orders from our
customers, could cause users of our Web sites to consider alternative Web
community and content providers and could disrupt our financial and management
controls and reporting systems. Any such worst-case scenario, if not quickly
remedied, would have a material adverse effect on iTurf. Therefore, we are
developing contingency plans with respect to such




                                       13
<PAGE>

systems and software. We expect our contingency plans to be completed by the
end of the third quarter of fiscal 1999.

     In addition, a significant portion of our merchandise sales are made with
credit cards, and iTurf's operations may be materially adversely affected to the
extent our customers are unable to use their credit cards due to Year 2000
issues that are not rectified by the customers' credit card vendors.

     iTurf has not identified significant exposure to Year 2000 problems outside
of the information technology issues identified above.

     COSTS. To date, we have spent less than $5,000 on Year 2000 compliance. We
expect our incremental costs of addressing Year 2000 issues to be between
$25,000 and $50,000. We believe that proceeds of our initial public offering
budgeted for investment in technology infrastructure and maintenance will be
sufficient to fund our Year 2000 compliance program and contingency plan.
However, given iTurf's dependence on third party software and system vendors and
service providers and on our customers' vendors, there can be no assurance to
that effect.


                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We are not involved in any legal proceedings that management believes would
have a material adverse effect on our financial position or results of
operations.


ITEM 2. CHANGES IN SECURITIES

USE OF PROCEEDS FROM REGISTERED SECURITIES

     On April 8, 1999, the Securities and Exchange Commission declared effective
our registration statement (No. 333-15153) on Form S-1, as then amended,
relating to our initial public offering of 4,830,000 shares of Class A common
stock, 630,000 shares of which were issued upon exercise of an overallotment
option granted by us to the underwriters. The managing underwriters for the
offering were BT Alex. Brown Incorporated and Hambrecht & Quist LLC (the
"Underwriters"). In connection with the offering, we registered the Class A
common stock under the Securities Exchange Act of 1934, as amended.

     The public offering commenced on April 9, 1999 and terminated upon the sale
of all of the 4,830,000 shares of Class A common stock which were registered for
sale. The offering was completed on April 14, 1999. The aggregate offering price
of the securities sold was $106,260,000. All of the securities registered were
sold for the account of the Company.

     Prior to July 31, 1999, the Company incurred the following expenses in
connection with the issuance and distribution of the Common Stock registered:

     Underwriting discounts and commissions             $7,438,000

     Other expenses (legal and accounting fees
     and expenses, printing and engraving expenses,
     filing and listing fees, transfer agent and
     registrar fees and miscellaneous)                  $1,413,000


                                       14
<PAGE>

     The net offering proceeds to the Company after deducting the foregoing
expenses were $97,409,000. Other than the amounts set forth for underwriting
discounts and commissions, the foregoing represent reasonable estimates of
expenses.

     The Company did not make, in connection with the offering and sale of the
Common Stock registered, any direct or indirect payments to directors or
officers of the Company or, to the Company's knowledge, their associates,
persons owning 10% or more of any class of equity securities of the Company, or
affiliates of the Company.

     From April 14, 1999 until July 31, 1999, approximately $1.1 million of the
net offering proceeds was used for general corporate purposes and $17,734,000
was used to purchase 551,046 shares of common stock of dELiA*s Inc.



CHANGES IN SECURITIES
     None.


ITEM 3. DEFAULT UPON SENIOR SECURITIES
     None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     None.


ITEM 5. OTHER INFORMATION
SALES OF UNREGISTERED SECURITIES
     None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a)  Exhibits
     See "Exhibit Index" following the signature page.


(b)  The Company filed a Current Report on Form 8-K, dated May 17, 1999,
     reporting Item 8 (Change in Fiscal Year).



                                       15
<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.

                             iTurf Inc.
                             (Registrant)
Date: August 31, 1999

                             By: /S/ STEPHEN I. KAHN
                                ------------------------
                                 Stephen I. Kahn
                                 Chairman of the Board, President and
                                 Chief Executive Officer


                            By: /S/ DENNIS GOLDSTEIN
                                ------------------------
                                Dennis Goldstein
                                Chief Financial Officer and Treasurer
                                (principal financial and accounting officer)


                                       16
<PAGE>

                                  EXHIBIT INDEX

3.1     Restated Certificate of Incorporation of iTurf (incorporated by
        reference to Exhibit 3.1 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
3.2     By-laws of iTurf (incorporated by reference to Exhibit 3.2 to the iTurf
        Inc. Registration Statement on Form S-1 (Registration No. 333-71123))
10.1    Form of Intercompany Services Agreement (incorporated by reference to
        Exhibit 10.1 to the iTurf Inc. Registration Statement on Form S-1
        (Registration No. 333-71123))
10.2    Form of Trademark License and Customer List Agreement (incorporated by
        reference to Exhibit 10.2 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
10.3    Form of Intercompany Indemnification Agreement (incorporated by
        reference to Exhibit 10.3 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
10.4    Form of Tax Allocation Agreement (incorporated by reference to Exhibit
        10.4 to the iTurf Inc. Registration Statement on Form S-1 (Registration
        No. 333-71123))
10.5    Form of iTurf Common Stock Registration Rights Agreement (incorporated
        by reference to Exhibit 10.5 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
10.6    Form of dELiA*s Common Stock Registration Rights Agreement (incorporated
        by reference to Exhibit 10.6 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
10.7    Form of Customer Service Agreement (incorporated by reference to Exhibit
        10.7 to the iTurf Inc. Registration Statement on Form S-1 (Registration
        No. 333-71123))
10.8    Form of Letter Agreement between dELiA*s and iTurf (regarding a sale of
        control by dELiA*s) (incorporated by reference to Exhibit 10.8 to the
        iTurf Inc. Registration Statement on Form S-1 (Registration No.
        333-71123))
10.9    1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to
        the iTurf Inc. Registration Statement on Form S-1 (Registration No.
        333-71123))
10.10   Employment Agreement between iTurf and Stephen I. Kahn (incorporated by
        reference to Exhibit 10.10 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
10.11   Employment Agreement between iTurf and Alex S. Navarro (incorporated by
        reference to Exhibit 10.11 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
10.12   Employment Agreement between iTurf and Oliver Sharp (incorporated by
        reference to Exhibit 10.12 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
10.13   Employment Agreement between iTurf and Dennis Goldstein (incorporated by
        reference to Exhibit 10.13 to the iTurf Inc. Registration Statement on
        Form S-1 (Registration No. 333-71123))
10.14   TSISoccer.com Asset Transfer Agreement, dated April 1, 1999, between
        iTurf Inc. and TSI Soccer Corporation (incorporated by reference to
        Exhibit 10.14 to the iTurf Inc. Registration Statement on Form S-1
        (Registration No. 333-71123))
10.15   Subscription Agreement, dated April 1, 1999, between iTurf Delaware
        Investment Company and dELiA*s (incorporated by reference to Exhibit
        10.15 to the iTurf Inc. Registration Statement on Form S-1 (Registration
        No. 333-71123))
10.16   Advertising Agreement between iTurf and America Online, Inc., dated May
        4, 1999 (incorporated by reference to Exhibit 10.16 to the iTurf Inc.
        Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
        1999)**
10.17*  Agreement and Plan of Merger dated August 9, 1999, by and among iTurf
        Inc., iTurf Acquisition Corporation, T@PONLINE.COM, Inc. ("Taponline"),
        the stockholders of Taponline and MarketSource Corporation***
27.1*   Financial Data Schedule

----------------
*      Filed herewith
**     Confidential treatment requested as to certain portions, which portions
       have been omitted and filed separately with the SEC.

                                       17
<PAGE>

****   The table of contents to the Agreement and Plan of Merger lists the
       exhibits and schedules to the Agreement and Plan of Merger. In accordance
       with Item 601(b)(2) of Regulation S-K, the exhibits and schedules to the
       Agreement and Plan of Merger have been excluded; such exhibits and/or
       schedules will be furnished supplementally upon request by the Securities
       and Exchange Commission.

                                       18