<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                (AMENDMENT NO. 1)

         [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

         [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-26825

                                   N2H2, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                   WASHINGTON
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                   91-1686754
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                900 FOURTH AVENUE, SUITE 3600, SEATTLE, WA 98164
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (206) 336-1501

   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 [ ]

   As of August 4, 2000, the registrant had outstanding 22,492,462 shares of
common stock, no par value.


<PAGE>   2
                                   N2H2, INC.

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                          <C>
PART I--FINANCIAL INFORMATION............................................................................     3

        Item 1. Financial Statements.....................................................................     3

              CONDENSED CONSOLIDATED BALANCE SHEETS......................................................     3

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME...................     4

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS............................................     5

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.......................................     6

        Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations....     8

        Item 3. Quantitative And Qualitative Disclosures About Market Risk...............................    12

PART II--OTHER INFORMATION...............................................................................    12

        Item 1. Legal Proceedings........................................................................    12

        Item 2. Changes In Securities And Use Of Proceeds................................................    12

        Item 3. Defaults Upon Senior Securities..........................................................    12

        Item 4. Submission Of Matters To A Vote Of Security Holders......................................    12

        Item 5. Other Information........................................................................    13

        Item 6. Exhibits And Reports On Form 8-K.........................................................    13

SIGNATURES...............................................................................................    13
</TABLE>

Restatement of Financial Statements and Changes to Certain Information

   The Registrant has revised the accounting treatment of its February 23, 2000
acquisition of iseek Pty Limited. Accordingly, this quarterly report on Form
10-Q/A is being filed as Amendment No. 1 to the Registrant's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 11, 2000
for the purpose of revising financial information and related disclosures for
the three month period June 30, 2000. See Note 1 to the Condensed Consolidated
Financial Statements.


                                       2
<PAGE>   3
                          PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   N2H2, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                        JUNE 30,     SEPTEMBER 30,
                                                                          2000           1999
                                                                      ------------  --------------
                                                                       (REVISED)
                                                                      (UNAUDITED)
<S>                                                                   <C>           <C>
ASSETS:
Current assets:
      Cash.........................................................     $  8,327       $  7,743
      Investments..................................................       22,277         35,937
      Accounts receivable, net.....................................        2,412          1,434
      Prepaid expenses and other assets............................          625          1,136
                                                                        --------       --------
      Total current assets.........................................       33,641         46,250
Long-term investments..............................................        3,603         16,698
Acquired intangible assets, net....................................        8,008             --
Property and equipment, net........................................       10,034          3,990
Other assets.......................................................        1,227            618
                                                                        --------       --------
      Total assets.................................................     $ 56,513       $ 67,556
                                                                        ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Accounts payable.............................................     $  1,679       $  1,871
      Royalties payable............................................          198            100
      Accrued liabilities..........................................        1,555          1,062
      Deferred revenue.............................................          428          1,304
      Current portion of capital leases............................          170            466
      Current portion of long term debt............................          667             --
                                                                        --------       --------
      Total current liabilities....................................        4,697          4,803
Deferred revenue...................................................          113            303
Capital lease obligations..........................................          340            952
Long term debt, net of current portion.............................        1,222             --
                                                                        --------       --------
      Total liabilities............................................        6,372          6,058
                                                                        --------       --------

Shareholders' equity:
      Common stock.................................................       92,982         75,528
      Notes receivable from shareholders...........................         (818)           (25)
      Deferred stock compensation..................................       (7,568)        (1,940)
      Accumulated other comprehensive loss.........................          (26)            --
      Accumulated deficit..........................................      (34,429)       (12,065)
                                                                        --------       --------
      Total shareholders' equity...................................       50,141         61,498
                                                                        --------       --------
      Total liabilities and shareholders' equity...................     $ 56,513       $ 67,556
                                                                        ========       ========
</TABLE>

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


                                       3
<PAGE>   4
                                   N2H2, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
                              COMPREHENSIVE INCOME
            (unaudited, in thousands except share and per share data)

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED                NINE MONTHS ENDED
                                                      JUNE 30,                         JUNE 30,
                                            ---------------------------      ---------------------------
                                                2000            1999             2000            1999
                                            -----------     -----------      -----------     -----------
                                            (REVISED)                        (REVISED)
<S>                                         <C>             <C>              <C>             <C>
Revenues:
   Internet filtering and consulting
     services .........................     $    2,628      $    1,401        $    6,442      $    3,831
   Advertising ........................            696             472             2,063             723
                                            ----------      ----------        ----------      ----------
    Total Revenues ....................          3,324           1,873             8,505           4,554
Operating expenses:
   Internet filtering services and
     customer support .................          1,713             812             4,908           1,718
   Educational content and advertising
     costs ............................            751             142               971             217
   Sales and marketing (1) ............          4,896             946            11,581           2,030
   General administrative (2) .........          2,411           1,038             5,938           2,337
   Research and development (3) .......          1,119             542             3,373           1,334
   Depreciation and amortization ......          1,558             215             2,829             508
   Amortization of deferred stock
    compensation ......................          1,685            --               2,884            --
                                            ----------      ----------        ----------      ----------
    Total operating expenses ..........         14,133           3,695            32,484           8,144
                                            ----------      ----------        ----------      ----------
Loss from Operations ..................        (10,809)         (1,822)          (23,979)         (3,590)
Interest income (expense), net ........            483             (92)            1,615            (338)
                                            ----------      ----------        ----------      ----------
Net loss ..............................        (10,326)         (1,914)          (22,364)         (3,928)
                                            ----------      ----------        ----------      ----------
   Foreign currency translation loss ..            (26)             --               (26)           --
                                            ----------      ----------        ----------      ----------
Comprehensive loss ....................     $  (10,352)     $   (1,914)       $  (22,390)     $   (3,928)
                                            ==========      ==========        ==========      ==========
Basic and diluted net loss per share ..     $    (0.47)     $    (0.13)       $    (1.04)     $    (0.33)
                                            ==========      ==========        ==========      ==========
Basic and diluted weighted average
  shares outstanding ..................     21,869,259      14,520,178        21,573,066      11,998,672
                                            ==========      ==========        ==========      ==========
</TABLE>


(1) Excludes amortization of stock compensation of $1,361,000 and $1,815,000 for
    the three month and nine month periods ended June 30, 2000, respectively.

(2) Excludes amortization of stock compensation of $272,000 and $914,000 for the
    three month and six month periods ended June 30, 2000, respectively.

(3) Excludes amortization of stock compensation of $52,000 and $155,000 for the
    three month and six month periods ended June 30, 2000, respectively.

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


                                       4
<PAGE>   5
                                   N2H2, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                             NINE MONTHS
                                                                           ENDED JUNE 30,
                                                                       ---------------------
                                                                          2000        1999
                                                                       ---------   ---------
                                                                       (REVISED)
<S>                                                                    <C>         <C>
Cash flows from operating activities:
Net loss...........................................................     $(22,364)    $(3,929)
Ajustments to reconcile net loss to net cash used in operating
  activities:
      Depreciation and amortization................................        2,828         588
      Amortization of deferred stock compensation..................        2,884          --
      Compensation expense on stock, stock options and  warrants...           --         496

Changes in operating assets and liabilities:
      Accounts receivable..........................................         (977)     (1,314)
      Prepaid expenses and other current assets....................          511        (116)
      Other assets.................................................         (613)         --
      Accounts payable.............................................         (246)        430
      Royalties payable............................................           98          --
      Accrued liabilities..........................................          493         177
      Deferred revenue.............................................       (1,066)        293
                                                                        --------     -------
Net cash used in operating activities:.............................      (18,452)     (3,375)
                                                                        --------     -------
Cash flows from investing activities:
      Maturities of investments....................................       32,756          --
      Purchases of investments.....................................       (6,000)         --
      Notes receivable from shareholders...........................         (793)         --
      Additions to property and equipment..........................       (8,146)       (801)
      Transaction costs incurred for iseek, Ltd. acquisition,
        net of cash acquired.......................................         (229)         --
                                                                        --------     -------
Net cash provided by (used in) investing activities................       17,588        (801)
                                                                        --------     -------
Cash flows from financing activities:
      Issuance of common stock.....................................           --      11,057
      Exercise of stock options and warrants.......................          493          61
      Payments under capital lease obligations.....................         (908)       (583)
      Borrowings under notes payable...............................        2,000       2,018
      Repayments of notes payable..................................         (111)     (2,771)
                                                                        --------     -------
Net cash provided by financing activities..........................        1,474       9,782
                                                                        --------     -------
      Effects of exchange rate changes.............................          (26)         --
                                                                        --------     -------
Net increase (decrease) in cash....................................          584       5,606
Cash, beginning of period..........................................        7,743         121
                                                                        --------     -------
Cash, end of period................................................     $  8,327     $ 5,727
                                                                        ========     =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for interest..........................................     $    348     $   403
                                                                        ========     =======
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
Relating to the acquisition of Iseek, Limited:
    Stock and warrants issued......................................     $ 17,359     $    --
                                                                        ========     =======
    Acquired intangibles...........................................     $  8,580     $    --
                                                                        ========     =======
    Additions to deferred compensation.............................     $  8,910     $    --
                                                                        ========     =======
   Additions to property and equipment.............................     $    101     $    --
                                                                        ========     =======
   Additions to intangibles and other..............................     $     51     $    --
                                                                        ========     =======
   Additions to accounts payable...................................     $     54     $    --
                                                                        ========     =======
</TABLE>

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


                                       5
<PAGE>   6
                                   N2H2, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.  BASIS OF PRESENTATION

   The accompanying condensed consolidated financial statements of N2H2, Inc.
and subsidiaries (the Company) are unaudited. In the opinion of management, the
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for their fair presentation in conformity with
generally accepted accounting principles. Preparing financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenue, and expenses. Actual results may differ
from these estimates. Operating results for the three and nine month periods
ended June 30, 2000 are not necessarily indicative of results to be expected for
a full year. The information included in this Form 10-Q should be read in
conjunction with Management's Discussion and Analysis and financial statements
and notes thereto included in the Company's annual report on Form 10-K for the
year ended September 30, 1999.

   The Company has made two adjustments to the recorded amounts of intangible
assets related to the February 23, 2000 acquisition of iseek Pty Limited
(iseek). The changes consist of a reclassification of $8.9 million from goodwill
to deferred compensation in recognition of shares issued to the founders of
iseek which are held in employment escrow, and a $1.3 million addition to
acquired intangible assets in recognition of warrants issued as part of the
purchase consideration. The effect of these adjustments on the previously
reported results of operations and financial position are summarized as follows:

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED           NINE MONTHS ENDED
                                            JUNE 30, 2000               JUNE 30, 2000
                                      -------------------------    ------------------------
                                      AS REPORTED   AS REVISED     AS REPORTED  AS REVISED
                                      -----------   -----------    -----------  -----------
<S>                                   <C>           <C>            <C>          <C>
   Net loss........................   $ 9,347,000   $10,326,000    $21,059,000  $22,364,000
   Earnings per share, basic and
     diluted.......................   $     (0.42)  $     (0.47)   $     (0.96) $     (1.04)

   Total assets....................   $63,658,000   $56,513,000    $63,658,000  $56,513,000
   Total shareholders' equity......   $57,286,000   $50,141,000    $57,286,000  $50,141,000
</TABLE>

   The increase in net loss is the result of an accelerated amortization method
used for deferred compensation. None of these changes have a cash impact to the
Company.

2.  NET LOSS PER SHARE

   Basic net loss per share is computed on the basis of the weighted average
number of common shares outstanding. Diluted net loss per share includes common
equivalent shares during the period, if dilutive. As the Company had a net loss
attributable to common shareholders in each of the periods presented, basic and
diluted net loss per share are the same.

   The components of basic and diluted earnings per share were as follows:

<TABLE>
<CAPTION>
                                                        THREE MONTHS                   NINE MONTHS
                                                       ENDED JUNE 30,                ENDED JUNE 30,
                                                 --------------------------    --------------------------
                                                     2000           1999           2000           1999
                                                 ------------   -----------    ------------   -----------
                                                  (REVISED)                     (REVISED)
<S>                                              <C>            <C>            <C>            <C>
Numerator:
   Net loss.................................     $(10,326,000)  $(1,914,000)   $(22,364,000)  $(3,928,000)
Denominator:
   Basic and diluted weighted average
     common shares outstanding..............       21,869,259    14,520,178      21,573,066    11,998,672
                                                 ------------   -----------    ------------   -----------
      Basic and diluted net loss per share..     $      (0.47)  $     (0.13)   $      (1.04)  $     (0.33)
                                                 ============   ===========    ============   ===========
</TABLE>

   A total of 512,000 restricted shares, warrants of 439,280 and options of
3,469,487 have been excluded from the calculation because they are
anti-dilutive.


                                       6
<PAGE>   7
3.  LINE OF CREDIT

   On April 6, 2000, the Company drew a $2 million equipment advance from its
credit facility with Imperial Bank. The advance is collateralized by the
Company's recently purchased computer hardware. Borrowings under this facility
are payable in thirty-six equal monthly installments of principal plus accrued
interest. Interest is accrued at the bank's prime rate plus 0.5%.

   As of June 30, 2000, the Company has received a commitment from Imperial Bank
to increase its credit line to $7.5 million. This credit line may be used for
working capital and longer term equipment financing.

4.  BUSINESS COMBINATION

   On February 23, 2000, the Company acquired iseek Pty Limited (iseek), a
privately held company incorporated in Queensland, Australia, in an all-stock
transaction. The transaction was accounted for as a purchase.

   As consideration, the shareholders of iseek received 925,000 shares of N2H2
common stock. The shares were valued using the market price of the Company's
common stock for the two days before and after the acquisition was announced. A
total of 512,000 of the shares were issued to the founders of iseek and are
subject to an escrow provision. The escrowed shares will be released equally
over three years, based on the continued employment of the founders. The value
of these shares has been treated as deferred compensation to be amortized over
the three-year employment period. As of June 30, 2000, the Company has recorded
$1.8 million of related compensation expense.

   In addition, the Company issued a warrant for 100,000 shares of common stock
at the exercise price of $22.50 to certain iseek shareholders in exchange for a
covenant not to compete. The fair value of the warrants was determined using the
Black/Scholes option pricing model, using a 95% volatility factor, an expected
life of 5 years, and a risk-free interest rate of 6.38%.

   The total purchase price was as follows:

<TABLE>
<CAPTION>
                                                       (REVISED)
                                                      -----------
<S>                                                   <C>
             Common stock issued.................     $16,104,000
             Warrant issued......................       1,255,000
             Acquisition costs incurred..........         287,000
             Liabilities assumed.................          54,000
                                                      -----------
               Total purchase price..............     $17,700,000
                                                      ===========
</TABLE>

   The total purchase price of $17,700,000 was allocated to the fair value of
the assets acquired as follows:

<TABLE>
<CAPTION>
                                                              Amortization
                                                  (REVISED)        Life
                                                 -----------  ------------
<S>                                              <C>          <C>
           Tangible assets...................    $   210,000       --
           Intangible assets:
             Client redirect software........        919,000       5
             Customer lists..................        572,000       5
             Covenant not to compete.........      1,255,000       5
             Goodwill........................      5,834,000       5
                                                 -----------
               Total intangible assets.......      8,580,000
           Deferred compensation.............      8,910,000       3

                                                 -----------
           Total purchase price..............    $17,700,000
                                                 ===========
</TABLE>

   Intangible assets are amortized on a straight-line basis. Deferred
compensation is amortized using an accelerated method in accordance with
Financial Accounting Standards Board's interpretation number 28.


                                       7
<PAGE>   8
   The following (revised) pro forma financial information gives effect to the
acquisition, assuming that the acquisition took place as of October 1, 1998:

<TABLE>
<CAPTION>
                                                     NINE MONTHS
                                                   ENDED JUNE 30,
                                             ---------------------------
                                                  2000           1999
                                             ------------    -----------
<S>                                          <C>             <C>
Revenue.................................     $  8,518,000    $ 4,553,000
Net loss................................     $(25,169,000)   $(9,360,000)
Basic and diluted net loss per share....     $      (1.16)   $     (0.75)
</TABLE>

   The results of operations of iseek have been included in the Company's
consolidated Statement of Operations since the purchase date.

5.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

   In December 1999, SEC Staff Accounting Bulletin: No. 101 - Revenue
Recognition in Financial Statements (SAB 101) was issued. This pronouncement
summarizes certain of the SEC Staff's views on applying generally accepted
accounting principles to revenue recognition. SAB 101 is required to be adopted
by the Company for the year ended September 30, 2001. The Company is currently
reviewing the requirements of SAB 101. Adoption of this standard could have a
material impact on the Company's financial statements.

   In March 2000, the Financial Accounting Standards Board's Emerging Issues
Task Force ("EITF") issued EITF 00-2 - Accounting for Web Site Development
Costs. This statement defines requirements for capitalization and expensing of
costs incurred during the development of a web site. The statement is effective
for interim periods beginning July 1, 2000. Costs incurred during the planning
stage should be expensed; costs incurred during the web application and
infrastructure development stage should be capitalized; and generally the costs
incurred during the operation stage should be expensed. The Company's website
and maintenance costs are currently expensed as incurred, therefore the adoption
of this statement is not expected to have any material effect on the Company's
results of operations or its financial position.

   In March 2000, the EITF reached a consensus on EITF Issue 00-3. This
consensus indicates that a software element covered by AICPA Statement of
Position ("SOP 97-2") is only present in a software hosting arrangement if the
customer has the contractual right to take possession of the software at any
time during the hosting period without significant penalty and it is feasible
for the customer to either run the software on its own hardware or contract with
another party unrelated to the vendor to host the software. Therefore, SOP 97-2
only applies to hosting arrangements in which the customer has such an option.
Arrangements that do not give the customer such an option are service contracts
and are outside the scope of SOP 97-2. The Task Force observed that hosting
arrangements that are service arrangements may include multiple elements that
affect how revenue should be attributed. The Company recognizes revenue related
to software hosting as service is provided, therefore this consensus is not
expected to have any material effect on the Company's results of operations or
its financial position.

   In March 2000, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation (FIN) No. 44, "Accounting for Certain Transactions Involving
Stock Compensation." FIN 44, effective July 1, 2000, clarifies the application
of Accounting Principles Board Opinion No. 25 for certain issues relating to
stock compensation. The Company does not expect FIN 44 to have a material effect
on its or results of operations or financial position.

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

FORWARD LOOKING INFORMATION

   Statements made in this filing that are not historical facts are
forward-looking statements. Forward-looking statements include, but are not
limited to, statements containing the words will, should, expect, plan, intend,
anticipate, believe, estimate, predict, potential, believes or continue, the
negative of such terms or other comparable terminology. Actual results may
differ materially from those projected in any forward-looking statements. Such
forward-looking statements are subject to various known and unknown risks and
uncertainties and are therefore not a guarantee of future performance. The
potential risks and uncertainties which could cause actual results to differ
materially include, but are not limited to, the competitive nature of the
Internet filtering industry, changes in domestic market conditions, the success
of our brand and systems development efforts, the absence of patent protection
for N2H2's technology, the fact that others have patented various filtering
technologies, and customer acceptance of our services, products and fee
structures. Further information on the factors and risks that could affect
N2H2's business, financial condition and results of operations are


                                       8
<PAGE>   9
included in Part 1, Item 1 to the Company's Form 10-K for the year ended
September 30, 1999, which has been filed with the Securities and Exchange
Commission and is available at http://www.sec.gov.

OVERVIEW

   N2H2 is a leading Internet infrastructure company specializing in filtering,
Internet management and content delivery services for work, home and school. The
Company reviews and categorizes Web content and delivers it with integrated
Internet products and services through a global interactive network. During the
quarter, the Company added approximately 3 million new users and reached a total
of 15.5 million users, realizing record growth in new users. Based on annual
industry forecasts from Quality Education Data, N2H2 estimates it provides
services to over 40% of the U.S. public schools that use filtering. The Company
has achieved its long-standing goal of dominating the school market. N2H2's
market-leading position in K-12 schools in the U.S. has grown to encompass 13.4
million students. N2H2 now provides filtering to statewide networks in Iowa,
Arkansas, Idaho, Tennessee, Massachusetts, and Maine, as well as major school
districts representing sizable student populations in Florida, Texas, New York,
Pennsylvania, Ohio, Nevada and Nebraska. Over the past year, the Company
estimates that its market share doubled and its user base increased by 130%.

   Continuing its strategy of opening new markets, N2H2 has expanded in the
consumer, enterprise, and international markets. The Company recently introduced
`N2H2 for Home -- ISP Edition,' a new ISP and consumer product. This patent
pending product is expected to accelerate the Company's growth in the consumer
market and to extend its technology leadership. With 15.5 million users driving
Internet traffic through the N2H2 global server network, N2H2 has amassed a vast
knowledge resource. Consistent with the Company's market expansion strategy, the
Company formed a new analytic services group to conduct custom traffic studies
for customers and use anonymous aggregate data from its network to develop
reports targeted to major marketing organizations.

THREE MONTHS ENDED JUNE 30, 2000

Revenues

   We generate our revenues from installation and subscription fees charged for
our filtering services, consulting fees and advertising fees.

   Internet filtering and consulting services revenues increased by 88% to $2.6
million for the quarter, compared to $1.4 million for the comparable period in
the prior fiscal year. The increase reflects strong growth in new customers,
offset by an expected shift in the revenue mix as schools adopting N2H2's
sponsor-based filtering choice received free or reduced price subscriptions. The
introduction of consulting services during the period also contributed to the to
the increase.

   Advertising revenue increased by 47% to $0.7 million from $0.5 million for
the comparable period in the prior fiscal year. The increase primarily comes
from the increased audience reach resulting from our expanded customer base.

   Also included in revenues for the quarter are barter revenues of $0.2 million
generated from exchanging advertising services. Such transactions are recorded
at the fair value of advertisements delivered. Revenue from barter transactions
is recognized when advertising is provided, and services received are charged to
expense on a straight-line basis over the contract period.

Internet filtering services and customer support costs

   Internet filtering services and customer support consist of the costs of
Website review, technical installation and support, search engine and Web
hosting services, and bandwidth. Internet filtering services and customer
support increased by 111% to $1.7 million from $0.8 million for the comparable
period in the prior fiscal year. This increase is primarily due to the hiring of
additional customer operations personnel to provide more technical support and
services to our expanded customer base.

Educational content and advertising costs

   Educational content and advertising costs include product license fees and
advertising commissions. Educational content and advertising costs increased by
429% to $0.8 million from $0.1 million for the comparable period in the prior
fiscal year. The increase resulted from the official launch of the advertising
fee model in late fiscal 1999, which led to software license agreements,
increased sponsorship contracts and a higher volume of ads placed.


                                       9
<PAGE>   10
Sales and marketing

   Sales expenses consist primarily of salaries and commissions. Marketing
expenses consist primarily of salaries, marketing brochures, trade show costs,
direct mailing programs, advertising, public relations and travel. Sales and
marketing also includes an allocation of corporate facilities costs.

   Sales and marketing expenses for the quarter increased by 418% to $4.9
million from $0.9 million for the comparable period in the prior fiscal year.
This increase is primarily due to the Company's continued effort to open new
markets and gain market share. During the quarter, the Company increased its
staff and spent aggressively to support its growth in new markets and new
products. This includes the creation and execution of several marketing
campaigns promoting the Company's leading network of school-aged Internet users
and its Internet management products, and education marketing costs which
typically peak during this quarter.

General and administrative

   General and administrative expenses consist primarily of salaries, benefits
and related costs for executive, finance, human resources and administrative
personnel, third party professional service fees and an allocation of corporate
facilities costs.

   General and administrative expenses for the quarter increased by 132% to $2.4
million from $1.0 million for the comparable period in the prior fiscal year.
This increase was primarily due to increases in the number of employees and
other costs supporting the growth of the Company. The Company also incurred a
one-time severance expense of $0.4 million during the quarter upon the departure
of its Chief Operating Officer in April 2000.

Research and development

   Research and development costs consist primarily of salaries and benefits for
software developers, consulting fees and an allocation of corporate facilities
costs. Development costs and all costs related to internal research and
development have been expensed as incurred.

   Research and development expenses for the quarter increased by 106% to $1.1
million from $0.5 million for the comparable period in the prior fiscal year.
The increase is primarily due to increased engineers and other technical staff
to support the Company's ongoing product development activities.

Depreciation and amortization

   Depreciation and amortization consist primarily of depreciation on all fixed
assets and amortization of acquired intangible assets. Depreciation and
amortization expenses increased by 625% to $1.6 million from $0.2 million for
the comparable period in the prior fiscal year. The increase is due to the
increased fixed asset balance, combined with the amortization of intangible
assets acquired from iseek.

Amortization of deferred stock compensation

   Amortization of deferred stock compensation for the quarter was $1.7 million.
There was no such amortization for the comparable period in the prior fiscal
year. Deferred compensation expense is primarily a result of amortization of
deferred compensation recorded upon the acquisition of iseek and certain stock
options issued with an exercise price less than the deemed fair value at the
date of grant.


NINE MONTHS ENDED JUNE 30, 2000

Revenues

   Internet filtering and consulting services revenues for the nine-month period
increased by 68% to $6.4 million from $3.8 million for the comparable period in
the prior fiscal year. The increase reflects strong growth in new customers,
offset by an expected shift in the revenue mix as schools adopting N2H2's
sponsor-based filtering choice received free or reduced price subscriptions. The
introduction of consulting services during the period also contributed to the to
the increase.

   Advertising revenue for the nine-month period increased by 185% to $2.1
million from $0.7 million for the comparable period in the prior fiscal year.
Toward the end of fiscal 1999, the Company began offering customers the choice
of receiving filtering services in exchange for allowing N2H2 to sell


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sponsorship rights to advertisers and to make Searchopolis the default search
engine on their networks. New sponsors including Nickelodeon, Chevron, and
others were added during the period. The Company continues to work closely with
24/7 Media to develop sponsorships and generate advertising revenue.

   Also included in revenues for the period are $0.4 million of barter revenues
generated from exchanging advertising services. Such transactions are recorded
at the fair value of advertisements delivered. Revenue from barter transactions
is recognized when advertising is provided, and services received are charged to
expense on a straight-line basis over the contract period.

Internet filtering services and customer support costs

   Internet filtering services and customer support for the nine-month period
increased by 186% to $4.9 million from $1.7 million for the comparable period in
the prior fiscal year. This increase is primarily due to the hiring of
additional customer operations personnel to provide more technical support and
services to our expanded customer base.

Educational content and advertising costs

   Educational content and advertising costs for the nine-month period increased
by 347% to $1.0 million from $0.2 million for the comparable period in the prior
fiscal year. The increase resulted from the official launch of the advertising
fee model in late fiscal 1999, which led to software license agreements,
increased sponsorship contracts and a higher volume of ads placed for fiscal
2000.

Sales and marketing

   Sales and marketing expenses for the nine-month period increased by 470% to
$11.6 million from $2.0 million for the comparable period in the prior fiscal
year. This increase is primarily due to the Company's continued effort to open
new markets and gain market share. The Company increased its staff and spent
aggressively to support its growth in new markets and new products.
Particularly, the Company incurred significant trade show costs during the
period, launched several significant advertising campaigns, increased staffing
in the sales department, and incurred costs to expand the enterprise and
consumer market efforts.

   The Company also incurred additional sales and marketing costs through the
acquisition and consolidation of iseek, a wholly owned subsidiary acquired in
the second quarter of fiscal 2000 to enhance market presence in Australia.

General and administrative

   General and administrative expenses for the nine-month period increased by
154% to $5.9 million from $2.3 million for the comparable period in the prior
fiscal year. This increase was primarily due to increases in the number of
employees and other costs supporting the growth of the Company. In addition, the
Company incurred increased non-cash charges to amortize deferred compensation
costs during the period.

Research and development

   Research and development expenses for the nine-month period increased by 153%
to $3.4 million from $1.3 million for the comparable period in the prior fiscal
year. The increase is primarily due to increased engineers and other technical
staff to support the Company's ongoing product development activities.

Depreciation and amortization

   Depreciation and amortization expenses for the nine-month period increased by
457% to $2.8 million from $0.5 million for the comparable period in the prior
fiscal year. The increase is due to the increased fixed asset balance, combined
with the amortization of intangible assets acquired from iseek.

Amortization of deferred stock compensation

   Amortization of deferred stock compensation for the nine-month period was
$2.9 million. There was no such amortization for the comparable period in the
prior fiscal year. Deferred compensation expense is primarily a result of
amortization of deferred compensation recorded upon the acquisition of iseek and
certain stock options issued with an exercise price less than the deemed fair
value at the date of grant.

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<PAGE>   12
LIQUIDITY AND CAPITAL RESOURCES

   The Company's cash and marketable securities were $31.2 million or 55% of
total assets at June 30, 2000 compared to $57 million or 84% of total assets at
September 30, 1999. The decrease is due primarily to cash used in operating
activities. Cash flow used in operations totaled $18.5 million for the nine
months ended June 30, 2000, compared to $3.4 million for the comparable period
of the prior fiscal year. The Company had working capital of $28.9 million at
June 30, 2000, compared to $41.4 million at September 30, 1999.

   The Company made $8.1 million in capital expenditures during the nine months
ended June 30, 2000, compared to $0.8 million during the comparable period of
the prior fiscal year. The additions during the period primarily represent field
servers and computer hardware purchased to support the Company's growth in
customer base. Additional computer hardware and software was purchased to
augment the company's information systems infrastructure and provide computer
equipment for its increased number of employees. The Company also incurred
capital expenditures for leasehold improvements related to the expansion of its
leased facilities. The Company believes that its current internal infrastructure
is adequate to support additional growth. As such, capital expenditures are
expected to decrease in the near term.

   Financing activities provided $1.5 million for the nine months ended June 30,
2000, primarily due to a $2.0 million draw on the Company's credit facility with
Imperial Bank plus $0.5 million cash received from the exercise of options to
purchase the Company's common stock, offset by $0.9 million of payments under
capital lease obligations.

   As of June 30, 2000, the Company has received a commitment from Imperial Bank
to increase its credit line to $7.5 million. This credit line may be used for
working capital and longer term equipment financing.

   The Company believes that current cash balances, along with ongoing
maturities of securities and financing available through the Company's line of
credit, will be sufficient to fund its activities for at least the next 12
months.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   We have assessed our vulnerability to certain market risks, including
interest rate risk associated with financial instruments included in cash and
investments. Due to the Company's investment policies and procedures, we have
determined that the risk associated with interest rate fluctuations related to
these financial instruments does not pose a material risk to the Company.

                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

       There are no litigation matters pending.

ITEM 2(d). CHANGES IN SECURITIES AND USE OF PROCEEDS

       The Company received net initial public offering proceeds of $59,845,000
in July 1999. At September 30, 1999 the Company had remaining net proceeds from
its initial public offering of $52,124,000. During the nine months ended June
30, 2000, the Company used $22,364,000 to fund its operating loss, leaving
remaining net proceeds of $29,760,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

       Not Applicable.

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

       Not Applicable.


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<PAGE>   13
ITEM 5. OTHER INFORMATION

       Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          a)   Exhibits:

               10.1+  Promissory Note dated April 27, 2000 between Kevin Fink,
                      Chief Technology Officer, and the registrant

               10.2+  Promissory Note dated May 17, 2000 between Kevin Fink,
                      Chief Technology Officer, and the registrant

               10.3+  Promissory Note dated May 23, 2000 between Kevin Fink,
                      Chief Technology Officer, and the registrant

               10.4+  Promissory Note dated April 27, 2000 between Peter Keane,
                      Vice President - Advertising, and the registrant

               10.5+  Promissory Note dated May 18, 2000 between Peter Keane,
                      Vice President - Advertising, and the registrant

               27.1   Financial Data Schedule (revised)

               +      Previously filed

          b)   Reports on Form 8-K.

               None

                                   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.

                                          N2H2, INC.

Dated: January 16, 2001                   By:  /s/ Peter H. Nickerson
                                               ---------------------------------
                                               Peter H. Nickerson
                                               Chairman, President and
                                               Chief Executive Officer
                                               (principal executive officer)

Dated:  January 16, 2001                  By:  /s/ J. Paul Quinn
                                               ---------------------------------
                                               J. Paul Quinn
                                               Vice President - Chief Financial
                                               Officer, Secretary and Treasurer
                                               (principal financial and
                                               accounting officer)

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