<PAGE>

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

                For the quarterly period ending June 30, 2000.

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

                      Commission File Number:  0-28133

                               LIFEMINDERS, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                          52-1990403
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification Number)

   1110 Herndon Parkway, Herndon, VA                            20170
(Address of principal executive offices)                      (Zip Code)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE IS (703) 707-8261

  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. [X] Yes  [ ] No

The number of shares of the Registrant's Common Stock outstanding as of August
8, 2000 was 23,849,709.

<PAGE>

                               LIFEMINDERS, INC.

                                     INDEX
<TABLE>
<CAPTION>
                                                                                                         Page No.
                                                                                                         --------
<S>                                                                                                      <C>
PART I -  FINANCIAL INFORMATION......................................................................           1

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

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

Item 3.   Quantitative and Qualitative Disclosure about Market Risk..................................          19

PART II - OTHER INFORMATION..........................................................................          21

Item 1.   Legal Proceedings..........................................................................          21

Item 2.   Change in Securities.......................................................................          21

Item 3.   Defaults Upon Senior Securities............................................................          21

Item 4.   Submission of Matters to a Vote of Securities Holders......................................          21

Item 5.   Other Information..........................................................................          21

Item 6.   Exhibits and Reports on Form 8-K...........................................................          21


</TABLE>

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements



                               LIFEMINDERS, INC.

                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                         December 31,              June 30,
                                                                             1999                    2000
                                                                         ------------            -------------
                                                                                                  (Unaudited)
<S>                                                                    <C>                        <C>
                            Assets
Current assets:
Cash and cash equivalents ......................................       $  55,524,189               $ 62,105,337
Marketable securities, held to maturity ........................           1,968,203                 34,695,328
Accounts receivable, net of allowance for doubtful accounts of
       $493,992 and $1,645,574 .................................           6,526,264                 13,203,844
Prepaid expenses and other current assets ......................           6,769,673                  2,429,414
                                                                       -------------               ------------
Total current assets ...........................................          70,788,329                112,433,923

Property and equipment, net ....................................           5,379,992                 16,422,137
Goodwill, net of accumulated amortization of $ - and
        $2,308,808, respectively................................                  --                 25,396,892
Intangible assets, net of accumulated amortization
        of $ - and $542,500, respectively.......................                  --                  4,877,233
Investments in unconsolidated entities .........................                  --                  3,415,211
Restricted cash ................................................                  --                  7,600,000
Notes receivable ...............................................                  --                  1,700,000
Other assets ...................................................             688,863                  1,162,717
                                                                       -------------               ------------
Total assets ...................................................       $  76,857,184               $173,008,113
                                                                       =============               ============

                Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable ...............................................       $   3,121,247               $ 12,442,168
Accrued expenses ...............................................           5,989,850                  5,875,294
Deferred revenue ...............................................             243,354                    546,034
Notes payable ..................................................              80,993                    663,959
Capital lease obligations ......................................             724,111                  1,148,464
                                                                       -------------               ------------
Total current liabilities ......................................          10,159,555                 20,675,919
Notes payable, net of current portion ..........................              74,243                  1,432,583
Capital lease obligations, net of current portion ..............             906,034                    923,883
Deferred rent ..................................................              40,415                     43,395
                                                                       -------------               ------------
Total liabilities ..............................................          11,180,247                 23,075,780
                                                                       -------------               ------------
Commitments and contingencies

Stockholders' equity:
  Preferred stock, $.01 par value; 9,665,240 shares authorized
   at December 31, 1999 and June 30, 2000, no shares issued and
   outstanding at December 31, 1999 and June 30, 2000 .........                  --                          --
  Common stock, $.01 par value; 60,000,000 shares authorized;
   20,299,039 and 23,781,524 shares issued and outstanding at
   December 31, 1999 and June 30, 2000, respectively ...........             202,990                    237,815
Additional paid-in capital .....................................         104,621,740                219,448,114
Deferred compensation on employee stock options ................          (5,076,892)                (4,364,150)
Accumulated deficit ............................................         (34,070,901)               (65,389,446)
                                                                       -------------               ------------
Total stockholders' equity .....................................          65,676,937                149,932,333
                                                                       -------------               ------------
Total liabilities and stockholders' equity .....................       $  76,857,184               $173,008,113
                                                                       =============               ============
</TABLE>

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

                                       1
<PAGE>

                             LIFEMINDERS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                  For the three months ended          For the six months ended,
                                                                           June 30,                            June 30,
                                                             ---------------------------------       -----------------------------
                                                                1999                  2000              1999                2000
                                                             -----------           -----------       ----------         ----------
                                                             (Unaudited)           (Unaudited)       (Unaudited)        (Unaudited)
<S>                                                        <C>                     <C>               <C>               <C>
Revenue:
Advertising ........................................       $   886,065             $ 12,235,803       $    896,089     $ 20,062,260
Opt-in .............................................           532,834                1,914,961            546,132        5,092,745
Consulting .........................................                --                  519,866                 --          519,866
                                                           -----------             ------------       ------------     ------------
Total revenue ......................................         1,418,899               14,670,630          1,442,221       25,674,871
Cost of revenue ....................................           151,867                1,495,149            250,381        2,294,812
                                                           -----------             ------------       ------------     ------------
Gross margin .......................................         1,267,032               13,175,481          1,191,840       23,380,059
                                                           -----------             ------------       ------------     ------------
Operating expenses:
Sales and marketing ................................         5,184,075               19,685,741          6,265,576       44,400,781
Research and development ...........................           322,152                1,862,331            542,227        3,277,063
General and administrative .........................           787,119                4,108,523          1,052,328        6,915,197
Depreciation and amortization ......................             2,393                  562,415              7,941          750,751
Amortization of goodwill ...........................                --                2,308,808                 --        2,308,808
                                                           -----------             ------------       ------------     ------------
Total operating expenses ...........................         6,295,739               28,527,818          7,868,072       57,652,600
                                                           -----------             ------------       ------------     ------------
Loss from operations ...............................        (5,028,707)             (15,352,337)        (6,676,232)     (34,272,541)
Interest income, net ...............................            45,443                1,606,472             68,223        2,979,169
Loss from investment in unconsolidated entities ....                --                       --                 --          (25,173)
                                                           -----------             ------------       ------------     ------------
Net loss ...........................................        (4,983,264)             (13,745,865)        (6,608,009)     (31,318,545)
Accretion on mandatorily redeemable convertible
 preferred stock ...................................          (131,576)                      --           (231,622)              --
                                                           -----------             ------------       ------------     ------------

Net loss available to common
 shareholders ......................................       $(5,114,840)            $(13,745,865)      $ (6,839,631)    $(31,318,545)
                                                           ===========             ============       ============     ============
Basic and diluted net loss per common
 share .............................................       $     (1.56)            $      (0.58)      $      (2.09)    $      (1.37)
                                                           ===========             ============       ============     ============
Basic and diluted weighted average common
 shares and common share equivalents ...............         3,275,208               23,698,834          3,275,104       22,850,821
                                                           ===========             ============       ============     ============
</TABLE>

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

                                       2
<PAGE>

                               LIFEMINDERS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      For the six months ended
                                                                               June 30,
                                                                    -----------------------------
                                                                       1999              2000
                                                                    -----------       -----------
                                                                    (Unaudited)       (Unaudited)
<S>                                                               <C>               <C>
Cash flows from operating activities:
 Net loss ......................................................  $(6,608,009)        $(31,318,545)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
 Depreciation ..................................................       46,045            1,734,848
 Amortization of intangibles and goodwill.......................           --            2,846,496
 Allowance for doubtful accounts receivable ....................       40,000            1,151,582
 Amortization of deferred compensation on employee
  stock options ................................................       99,348              712,742
 Issuance of stock options in exchange for services ............        9,000                   --
 Loss from unconsolidated entities .............................           --               25,173
 Changes in assets and liabilities, net of effects for
  acquisitions:
 Accounts receivable ...........................................     (959,829)          (7,827,801)
 Prepaid expenses and other assets .............................   (1,056,706)           3,892,397
 Accounts payable ..............................................      967,167            9,060,765
 Accrued expenses ..............................................      723,959             (114,556)
 Deferred revenue ..............................................     (313,158)              29,575
 Deferred rent .................................................           --                2,980
                                                                  -----------         ------------
   Net cash used in operating activities .......................   (7,052,183)         (19,804,344)
                                                                  -----------         ------------
Cash flows from investing activities:
 Acquisition of property and equipment .........................     (761,628)         (11,495,869)
 Purchase of marketable securities .............................           --          (44,697,688)
 Proceeds from maturities of marketable securities..............           --           11,970,563
 Payment of collateral for letter of credit ....................           --           (7,600,000)
 Payments for investments in unconsolidated entities ...........           --           (4,890,384)
 Advances made under notes receivable...........................           --             (250,000)
 Payments for acquisitions, net of cash acquired ...............           --           (3,840,585)
                                                                  -----------         ------------
 Net cash used in investing activities .........................     (761,628)         (60,803,963)
                                                                  -----------         ------------
Cash flows from financing activities:
 Issuance of preferred stock, net of issuance costs ............   14,449,116                   --
 Proceeds from issuance of note payable ........................      161,986            1,728,396
 Payments of note payable ......................................           --             (360,324)
 Payments of capital lease obligations .........................           --             (540,440)
 Proceeds from issuance of common stock, net of
  issuance costs ...............................................           --           85,898,389
 Proceeds from exercise of stock options .......................        7,500              463,434
                                                                  -----------         ------------
 Net cash provided by financing activities .....................   14,618,602           87,189,455
                                                                  -----------         ------------
Net increase in cash and cash equivalents ......................    6,804,791            6,581,148
Cash and cash equivalents, beginning of period .................      232,073           55,524,189
                                                                  -----------         ------------
Cash and cash equivalents, end of period .......................  $ 7,036,864         $ 62,105,337
                                                                  ===========         ============
</TABLE>

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

                                        3
<PAGE>

                               LIFEMINDERS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  The Company

    LifeMinders, Inc. (the Company), formerly LifeMinders.com, Inc., a Delaware
corporation, is an online direct marketing company that provides personalized
content and advertisements via e-mail to a community of members. E-mail messages
contain reminders and tips that enable the Company's members to better organize
and manage their lives. Proprietary member information and targeting
capabilities provide advertising partners the opportunity to more effectively
reach their target audiences.

2.  Basis of Presentation

    The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. The interim financial statements
included herein have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, financial statements included in this report reflect all
normal recurring adjustments which the Company considers necessary for the fair
presentation of the results of operations for the interim periods covered, and
of the financial position of the Company at the date of the interim balance
sheet. Certain information and footnote disclosures normally included in the
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
understand the information presented. The operating results for interim periods
are not necessary indicative of the operating results for the entire year. These
financial statements should be read in conjunction with the Company's Form 10-K
annual report for the year ended December 31, 1999. All material intercompany
transactions have been eliminated in consolidation.

    Certain prior period amounts have been reclassified to conform to the
current period presentation.

3.  Summary of Significant Accounting Policies

    The significant accounting policies followed by the Company in the
preparation of these financial statements are as follows:

Use of Estimates

    The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reported
period. Actual results could differ from these estimates.

Cash and Cash Equivalents

    Highly liquid investments having original maturities of 90 days or less at
the date of acquisition are classified as cash equivalents. The carrying value
of cash equivalents approximates fair value.

Restricted Cash

    Restricted cash consists of amounts held as collateral to secure a letter of
credit required in lieu of a deposit for the new office lease.

Marketable Securities

    Marketable securities include investments in commercial paper whose original
maturity dates exceed three months. The maturity of the marketable securities
range from 91 days to twelve months. Marketable securities are classified as
held-to-maturity and are accounted for at amortized cost. At June 30, 2000 and
December 31, 1999, the cost of marketable securities approximates their fair
value.

                                       4
<PAGE>

Property and Equipment

    Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets,
generally three to five years. When property and equipment is retired or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts and the resulting gain or loss is included in operations.

Research and Development Costs

    Research and development costs are expensed as incurred.

Revenue Recognition

      Advertising

           Advertising arrangements consist primarily of advertisements that are
      displayed within the Company's e-mails. Generally, advertisers pay the
      Company and the Company recognizes revenue on a per e-mail basis, based on
      the number of e-mails delivered to members in which the advertisements are
      displayed. From time to time, the Company may guarantee a minimum number
      of e-mails to be delivered containing an advertisement directed at a
      specific group. Under these contracts, the Company is not required to
      forfeit fees received for e-mails previously delivered and the Company has
      historically fulfilled the guaranteed minimum number of e-mails. The
      Company may also guarantee a minimum number of sales orders for the
      advertiser based on the e-mails delivered. Under these contracts the
      Company defers all revenue until notification is received from the
      advertiser that the minimum number of sales orders have been achieved by
      the advertiser. In addition, the Company may provide advertisers the
      opportunity for the exclusive right to sponsor advertisements within a
      specific e-mail category for a specified period of time for a fixed fee.
      Under these contracts the Company recognizes revenue during the period the
      advertisement is displayed in the Company's e-mails since there is no
      obligation to provide a minimum number of e-mails for that individual
      advertiser during the specific period. The Company's advertising contracts
      generally have average terms ranging from one to twelve months.

           The Company derives a portion of its advertising revenue from
      internet and other online businesses. Due to the immaturity of the
      internet and intense competition in the online advertising market, revenue
      was recorded net of approximately $1.4 million in sales returns for the
      six months ended June 30, 2000.

           Advertising revenue may also include barter transactions, where the
      Company exchanges advertising space on its e-mails for reciprocal
      advertising space or traffic on other Web sites. Revenue from these barter
      transactions is recorded at the estimated fair value of the advertisements
      delivered and is recognized when the advertisements are included in the
      Company's e-mails. In the absence of sufficient evidence of fair value,
      the acquired assets are recorded at the book value of the surrendered
      assets. No gain or loss is recorded from barter transactions as the
      revenue recognized equals the advertising costs incurred. For the six
      months ended June 30, 1999 and 2000, the Company did not enter into any
      barter arrangements.

      Opt-in Services

           Revenue is recognized as affirmative member responses to advertisers'
      newsletters and other promotions offered during the Company's sign up
      process are delivered to the Company's opt-in partners. The Company
      derives revenue from its services through fees that its opt-in advertising
      partners pay. The Company records revenue net of estimated duplicate
      member responses to its opt-in partners' newsletters and other promotions.
      Duplicate member responses are names, generally in the form of e-mail
      addresses, that the Company provides to opt-in advertising partners for
      which the Company's members have previously registered either through the
      Company's sign up process or with the Company's opt-in advertising
      partners directly. For the six months ended June 30, 2000, revenue was
      recorded net of approximately $1.3 million for estimated duplicate member
      responses to the Company's opt-in partners' newsletters and other
      promotions.

           Cash received in advance of advertising and opt-in services is
      recorded as deferred revenue and recognized as revenue as services are
      performed.

      Consulting revenue

           Consulting revenue consists of revenue earned under contracts
      relating to services for the development of weather related content. These
      contracts are for services which require customization and modification of
      our customer's current software systems. Revenue is recognized under the
      percentage-of-completion method of accounting, based on the ratio of costs
      incurred to total estimated costs.


                                       5
<PAGE>

Concentration of Credit Risk

    Financial instruments which potentially subject the Company to concentration
of credit risk consist of cash and cash equivalents, marketable securities and
accounts receivable.

    The Company's cash and cash equivalents are maintained at three U.S.
financial institutions. Deposits held with banks may exceed the amount of
insurance provided on such deposits. The majority of the Company's cash
equivalents are invested in short-term commercial paper.

    No one customer exceeded 10% of the Company's revenue and accounts
receivable at June 30, 1999 or 2000.

Income Taxes

    The Company is subject to federal and state income taxes and recognizes
deferred taxes using the liability approach under which deferred income taxes
are calculated based on the differences between the financial and tax bases of
assets and liabilities based upon enacted tax laws and rates applicable to the
periods in which the taxes become payable. The Company provides a valuation
allowance, if necessary, to reduce deferred tax assets to their estimated
realizable value.

Stock Based Compensation

    The Company measures compensation expense for its employee stock-based
compensation using the intrinsic value method and provides pro forma disclosures
of net loss as if the fair value method had been applied in measuring
compensation expense. Under the intrinsic value method of accounting for stock-
based compensation, when the exercise price of options granted to employees is
less than the estimated fair value of the underlying stock on the date of grant,
deferred compensation is recognized and is amortized to compensation expense
over the applicable vesting period.

Impairment of Long-lived Assets

    The Company evaluates the recoverability of the carrying value of its long-
lived assets periodically. The Company considers historical performance and
anticipated future results in its evaluation of potential impairment.
Accordingly, when indicators of impairment are present, the Company evaluates
the carrying value of these assets in relation to the operating performance of
the business and future discounted and undiscounted cash flows expected to
result from the use of these assets. Impairment losses are recognized when the
sum of expected future cash flows are less than the assets' carrying value. No
such impairment losses have been recognized to date.

Basic and Diluted Net Loss Per Common Share

    Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding during each year. Diluted net loss per common
share is based on the weighted average number of shares of common stock
outstanding during each year, adjusted for the effect of common stock
equivalents arising from the assumed exercise of stock options, if dilutive.

Certain Risks and Uncertainties

    The Company is subject to all the risks inherent in an early stage business
in the technology industry. The risks include, but are not limited to, limited
operating history, limited management resources, reliance on distribution
arrangements for software based products for revenue where acceptance of the
Company's service on the Internet is uncertain, reliance on relationships with a
limited number of customers, dependence on the Internet and related security
risks and the changing nature of the Internet industry.

                                       6
<PAGE>

Segment Reporting

     The Company operates in one segment: the Internet and related services
segment.

Recent accounting pronouncements

     In December 1999, the Securities and Exchange Commission ("SEC") released
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements filed with the SEC. Subsequently,
the SEC released SAB 101A, which delayed the implementation date of SAB 101 for
registrants with fiscal years that begin between December 16, 1999 and March 15,
2000. The Company is required to be in conformity with the provisions of SAB
101, as amended by SAB 101A. In June 2000, the SEC issued SAB No. 101B, further
delaying the required implementation of SAB 101 by the Company until the fiscal
fourth quarter of year 2000.

4.   Basic and Diluted Loss per Common Share:

     The following is a reconciliation of the numerators and denominators of the
basic and diluted loss per common share computations.

     Basic and diluted net loss per common share:

<TABLE>
<CAPTION>
                                                     Three Months Ended                 Six Months Ended
                                                          June 30,                           June 30,
                                              -----------------------------      ------------------------------
                                                  1999             2000             1999              2000
                                              -----------      ------------      -----------       ------------
<S>                                           <C>              <C>               <C>               <C>
Net loss available to common
 stockholders............................     $(5,114,840)     $(13,745,865)     $(6,839,631)      $(31,318,545)
                                              ===========      ============      ===========       ============
Weighted-average shares of common stock
 shares outstanding......................       3,275,208        23,698,834        3,275,104         22,850,821
                                              ===========      ============      ===========       ============
Basic and diluted net loss per common
 share...................................     $     (1.56)     $      (0.58)     $     (2.09)      $      (1.37)
                                              ===========      ============      ===========       ============
</TABLE>

     Options to purchase 4,100,989 and 1,348,632 shares of common stock at
weighted average exercise prices of $18.23 and $0.97 per share, respectively,
have been excluded from the computation of diluted earnings per share as their
effect would be anti-dilutive for the six months ended June 30, 2000 and
1999, respectively.

5.   Commitments

     During the six months ended June 30, 2000, the Company prepaid an
agreement for future advertising valued at approximately $0.9 million. The
agreement is expected to be fulfilled by August 2000.

     As of June 30, 2000, the Company has outstanding commitments to purchase
computer hardware and software of approximately $5.5 million.

     Additionally, the Company has committed to lease approximately 132,000
square feet of office space for a term of 10 years, beginning September 2000.
Rent is payable monthly in advance and approximates $3.5 million per year,
escalated annually by approximately 3%.

     The Company has also entered into a collocation agreement for the housing,
security and maintenance of its production and data warehouse computer servers.
This contract totals approximately $4 million and has a term of 12 months.

6.   Acquisitions

     On March 29, 2000, the Company acquired WITI Corporation in a purchase
business combination for $30.5 million, consisting of $3.5 million in cash,
345,796 shares of the Company's common stock valued at $23.0 million (based on
the average price of the Company's common stock two days prior to, the day of
and two days subsequent to the announcement of the business combination), the
assumption of options that are exercisable to acquire 38,266 shares of the
Company's common stock with a fair value of $2.5 million (calculated using the
Black-Scholes option pricing model), the assumption of $1.3 million in
liabilities and approximately $156,000 in acquisition costs. Results of
operations for WITI have been included with those of the Company for periods
subsequent to the date of acquisition.

     The total purchase price of $30.5 million, including acquisition costs of
$156,000, was allocated to the assets acquired and liabilities assumed based on
their estimated fair values at the date of the acquisition as follows:

Tangible assets and liabilities ....    $    298,000
Assembled workforce.................         260,000
Technology..........................       3,190,000
Noncompete agreement................       1,830,000
Patent..............................         710,000
Goodwill............................      24,167,824
                                        ------------
                                        $ 30,455,824
                                        ============

     Tangible assets are depreciated over the estimated useful lives of the
assets, generally three to five years. Assembled workforce is amortized over
the term of the employment contracts, which is one year. All other intangibles,
including goodwill, are amortized over three years.

     On March 14, 2000, the Company acquired PleaseRSVP.com,Inc., in a purchase
business combination for a purchase price of approximately $3.5 million,
consisting of $500,000 in cash and 40,000 shares of the Company's common stock
valued at $3.0 million based on the average price of the Company's common stock
two days prior to, the day of and two days subsequent to the consummation of the
business combination. The Company allocated the entire purchase price to
goodwill, which is being amortized over three years.

                                       7
<PAGE>

    The following unaudited proforma consolidated results of operations for the
six months ended June 30, 2000 and 1999 are presented as though WITI Corporation
and PleaseRSVP.com had been acquired at the beginning of 1999, after giving
effect to purchase accounting adjustments relating to amortization of
intangible assets.


                                                 Six Months Ended
                                                      June 30,
                                         --------------------------------
                                             2000                1999
                                         -----------         ------------


      Revenue.........................   $ 26,127,717         $  1,681,071
                                         ============         ============

      Net loss........................   $(34,528,436)        $(12,954,271)
                                         ============         ============
      Net loss per share..............   $      (1.49)        $      (3.54)
                                         ============         ============
      Weighted average common
        shares outstanding............     23,221,822            3,660,900
                                         ============         ============

    The proforma results of operations are not necessarily indicative of the
results that would have occurred had the WITI Corporation and PleaseRSVP.com
acquisitions been consummated on January 1, 1999, nor are they necessarily
indicative of future operating results.

7.  Investments in Unconsolidated Entities

    On March 15, 2000, the Company acquired a 12% interest in an Internet-
related astrology business for approximately $1.45 million in cash. The Company
accounted for this investment using the equity method since the Company could
exercise influence over the operations of the investee as it had an option to
purchase the remaining 88% of the investee on or before July 15, 2000. The
equity method requires the Company to record its proportionate share of the
investee's income or loss. For the six months ended June 30, 2000, the Company
recorded $25,173 as a loss from investment in unconsolidated entities. On June
29, 2000, the Company sold its investment to an unrelated third party in
exchange for a note receivable in the amount of $1.45 million. A loss on the
sale of investment of approximately $ 39,000, comprising unrecovered acquisition
costs, is included in operating expenses in the statement of operations.

    On March 24, 2000, the Company acquired a 9% interest in an
Internet-related shopping comparison business for $2.26 million in cash. The
Company accounts for this investment using the cost method since it cannot
exercise any influence over the operations of the investee.

    On June 27, 2000, the Company acquired a 5% interest in an electronic
messaging company for $2 million in cash. The Company accounts for this
investment using the cost method since it cannot exercise any influence over the
operations of the investee.

8. Subsequent Event

On August 9, 2000, the Company announced the signing of a definitive agreement
to acquire smartRay Network, Inc., a wireless messaging company, in a purchase
business combination. The purchase price is comprised of 1.25 million shares of
the Company's common stock and $1 million in cash. The acquisition is expected
to be completed by the end of August 2000.

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

    The following discussion should be read in conjunction with the consolidated
financial statements and related notes included elsewhere in this report. The
following discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
those discussed below and in the section entitled "Risk Factors" of this
Form 10-Q.

Overview

    We provide online direct marketing opportunities to our advertising partners
by delivering personalized e-mail messages to our members. Our e-mail messages
contain helpful reminders and tips that enable our members to better organize
and manage their busy lives. Our proprietary information about our members and
highly-precise targeting capabilities provide our advertising partners the
opportunity to more effectively reach their target audiences.

    We were incorporated in Maryland on August 9, 1996 ("Date of Inception")
under the name of MinderSoft, Inc. In January 1999, we changed our name to
LifeMinders.com, Inc. and reincorporated in Delaware on July 2, 1999. From 1996
to 1998, we entered into arrangements with national retailers to distribute our
reminder products in software form on disk. In late 1998, we revised our
strategy to become an online direct marketing company that

                                       8

<PAGE>

provides personalized content and advertisements via e-mail to a community of
members. Given this significant shift in strategy in late 1998, the historical
financial condition and results of operations prior to 1999 do not necessarily
reflect our business as it is currently being conducted and are not material.

    In June 2000, we changed our name again to LifeMinders, Inc.

Revenue

    Since the beginning of calendar year 1999, we have generated revenue
primarily through advertising and opt-in services. Our advertising revenue is
subject to the effects of seasonality. If purchasing patterns or timing of
purchasing by advertisers were to change, our operations and quarter-to-quarter
comparisons could be materially affected.

Advertising

    Advertising arrangements consist primarily of advertisements that are
displayed within our e-mails. Generally, advertisers pay us and we recognize
revenue on a per e-mail basis, based on the number of e-mails delivered to our
members in which the advertisements are displayed. From time to time, we may
guarantee a minimum number of e-mails to be delivered containing an
advertisement directed at a specific group. Under these contracts, we are not
required to forfeit fees received for e-mails previously delivered and we have
historically fulfilled our guaranteed minimum number of e-mails. We may also
guarantee a minimum number of sales orders for the advertiser based on the e-
mails delivered. Under these contracts we defer all revenue until notification
is received from the advertiser that the minimum number of sales orders have
been achieved by the advertiser. In addition, we may provide advertisers the
opportunity for the exclusive right to sponsor advertisements within a specific
e-mail category for a specified period of time for a fixed fee. Under these
contracts we recognize revenue during the period the advertisement is displayed
in our e-mails since there is no obligation to provide a minimum number of e-
mails for that individual advertiser. Our advertising contracts generally have
average terms ranging from one to twelve months.

    The Company derives a portion of its advertising revenue from internet and
other online businesses. Due to the immaturity of the internet and intense
competition in the online advertising market, revenue was recorded net of
approximately $1.4 million in sales returns for the six months ended June 30,
2000.

    Advertising revenue may also include barter transactions, where the Company
exchanges advertising space on its e-mails for reciprocal advertising space or
traffic on other Web sites. Revenue from these barter transactions is recorded
at the estimated fair value of the advertisements delivered and is recognized
when the advertisements are included in our Company's e-mails. In the absence of
sufficient evidence of fair value, the acquired assets are recorded at the book
value of the surrendered assets. No gain or loss is recorded from barter
transactions as the revenue recognized equals the advertising costs incurred.
For the six months ended June 30, 1999 and 2000, we did not enter into any
barter arrangements.

Opt-in Services

    Revenue is recognized as affirmative member responses to advertisers'
newsletters and other promotions offered during our sign up process are
delivered to our opt-in partners. We derive revenue from our services through
fees that our opt-in advertising partners pay. We record revenue net of
estimated duplicate member responses to our opt-in partners' newsletters and
other promotions.

    Duplicate member responses are names, generally in the form of e-mail
addresses, that we provide to opt-in advertising partners for which our members
have previously registered either through our sign up process or with our opt-in
advertising partners directly. For the six months ended June 30, 2000, revenue
was recorded net of approximately $1.3 million for estimated duplicate member
responses to our opt-in partners' newsletters and other promotions.

Consulting revenue

    Consulting revenue consists of revenue earned under contracts relating to
services for the development of weather related content. These contracts are for
services which require customization and modification of our customer's current
software systems. Revenue is recognized under the percentage-of-completion
method of accounting, based on the ratio of costs incurred to total estimated
costs.

                                      9
<PAGE>

Expenses

Cost of Revenue

    Cost of revenue consists of salaries, employee benefits and related expenses
of our Member Experience personnel, fees paid to freelance writers of our
content and depreciation of the computer equipment necessary to run our service.
We believe that a significant increase in these expenses will be necessary as we
expand the number of e-mail categories offered to our members.

Sales and Marketing

    Sales and marketing expenses include salaries, sales commissions, employee
benefits, travel and related expenses of our direct sales force, advertising and
promotional expenses, marketing, and sales support functions. In an effort to
increase our revenue, member base and brand awareness, we expect to increase
significantly the amount of spending on sales and marketing over the next year.
Marketing costs associated with increasing our member base, which to date have
been minimal, are expensed in the period incurred.

Research and Development

    Research and development costs include expenses for the development of new
or improved technologies designed to enhance the performance of our service,
including the salaries and related expenses for our engineering department, as
well as costs for contracted services, content facilities and equipment. We
believe that a significant level of product development activity is necessary
for our business and intend to increase significantly the amount of spending to
fund this activity.

General and Administrative

    General and administrative expenses include salaries, employee benefits and
expenses for our executive, finance, legal and human resources personnel. In
addition, general and administrative expenses include fees for professional
services and occupancy costs. We expect general and administrative expenses to
increase in absolute dollars, in part due to the costs associated with being a
public company.

    We do not currently anticipate that inflation will have a material impact on
our cash flows, results of operations or financial position.

Stock-Based Compensation

    In connection with the grant of stock options to employees during the year
ended December 31, 1999, we recorded total deferred compensation of
approximately $5.7 million as a reduction to stockholders' equity (deficit).
This deferred compensation represented the difference between the estimated fair
value of our common stock and the exercise price of these options at the date of
grant prior to our initial public offering. We are amortizing this amount over
the vesting periods of the applicable options.

Results of Operations

    Revenue. Revenue was $14.7 million and $25.7 million for the three and six
months ended June 30, 2000, respectively, which represent increases of 934% and
1680%, respectively, when compared with the corresponding periods in 1999.
Advertising revenue was $12.2 million and $20.1 million for the three and six
months ended June 30, 2000, respectively, which represent increases of 1281% and
2139%, respectively, when compared with the corresponding periods in 1999. Opt-
in revenue was $1.9 million and $5.1 million for the three and six months ended
June 30, 2000, respectively, which represent increases of 259% and 833%,
respectively, when compared with the corresponding periods in 1999. The increase
in revenue was the result of our decision to revise our strategy from entering
into arrangements with national retailers as distributors of our software-based
product to an online direct marketing service that provides personalized content
and advertisements via e-mail, which resulted in an increase in the number of
advertisers and opt-in partners as well as larger and longer term agreements
with certain advertisers and opt-in partners.

    Cost of revenue. Cost of revenue was $1.5 million and $2.3 million, or 10%
and 9% of total revenue, for the three and six months ended June 30, 2000,
respectively. Cost of revenue was $0.2 million and $0.3 million, or 11% and 17%
of total revenue, for the comparable periods in 1999. Our cost of revenue for
the three and six months ended June 30, 2000 primarily consisted of expenses
related to the maintenance of existing member profiles, the expansion of e-mail
categories and housing fees associated with and depreciation of the computer
systems necessary to operate our service. The increase in cost of revenue was
primarily the result of an increase in depreciation expense of the computer
equipment required to operate our service due to rapid growth in membership and
an increase in the

                                       10


<PAGE>

personnel in our Member Experience department, which is responsible for
identifying, composing and editing the content delivered in our emails.

    Sales and marketing. Sales and marketing expenses were $19.7 million and
$44.4 million, or 134% and 173% of total revenue, for the three and six months
ended June 30, 2000, respectively. Sales and marketing expenses were $5.2
million and $6.3 million, or 365% and 434% of total revenue, for the comparable
periods in 1999. The dollar value increase from the previous year was primarily
the result of a major expansion in our efforts to acquire new members through
the purchase of banner advertisements and similar services on the Web, the
increase in our sales and marketing staff, an increase in sales commissions
related to the increase in revenue, an increase in advertising of our service
and housing fees associated with computer systems used to analyze customer
metrics.

    Research and development. Research and development expenses were $1.9
million and $3.3 million, or 13% and 13% of total revenue, for the three and six
months ended June 30, 2000, respectively. Research and development expenses were
$0.3 million and $0.5 million, or 23% and 38% of total revenue, for the
comparable periods in 1999. The dollar value increase from the previous year was
primarily attributable to expansion of technical personnel and related
recruiting fees, and an increase in professional fees to further develop and
enhance our service.

    General and administrative. General and administrative expenses were $4.1
million and $6.9 million, or 28% and 27% of total revenue, for the three and six
months ended June 30, 2000, respectively. General and administrative expenses
were $0.8 million and $1.1 million, or 55% and 73% of total revenue, for the
comparable periods in 1999. The dollar value increase from the previous year is
primarily the result of our rapid growth and expansion, requiring additional
personnel and related fringe benefit expenses, rent, legal services, consulting
services and other administrative support expenses as well as an increase in
expense for doubtful accounts.

    Depreciation and amortization. Depreciation and amortization expenses were
$0.6 million and $0.8 million, or 4% and 3% of total revenue, for the three and
six months ended June 30, 2000, respectively. Depreciation and amortization
expenses were $2,000 and $8,000, or 0% and 1% of total revenues, for the
comparable periods in 1999.

    Amortization of goodwill. As part of the WITI and PleaseRSVP.com, Inc.
acquisitions; the Company recorded an intangible asset related to goodwill in
the amount of $27.7 million. This asset is being amortized over a three-year
period beginning April 2000, which resulted in a charge of $2.3 million, or 16%
and 9% of total revenue, for the three and six months ended June 30, 2000.

    Interest income, net. Interest income, net was $1.6 million and $3.0
million, or 11% and 12% of total revenue, for the three and six months ended
June 30, 2000, respectively. For the comparable periods in 1999, interest
income, net was $45,000 and $68,000, or 3% and 5% of total revenue,
respectively. This increase was due primarily to an increase in funds available
for investment in short term investments. The majority of the
increase in funds was attributable to the approximately $147.6 million in net
proceeds from our initial public offering in November 1999 and follow-on
offering in February 2000.

    Interest expense for the six and three months ended June 30, 1999 and 2000,
was immaterial.

    Loss from investment in unconsolidated entities.  Loss from investment in
unconsolidated entities consists of losses attributable to our 12% interest
acquired on March 15, 2000 in an Internet-related business. During the six
months ended June 30, 2000 we recorded losses totaling $25,173.

    Income taxes.  No income taxes have been recorded for any of the periods
presented.  We have provided a full valuation allowance on our deferred tax
assets, consisting primarily of net operating loss carryforwards, because of the
uncertainty regarding their potential realization.

    Accretion on mandatorily redeemable convertible preferred stock. Accretion
on mandatorily redeemable convertible preferred stock decreased from $132,000
and $232,000 for the three and six months ended June 30, 1999, respectively, to
$0 for the three and six months ended June 30, 2000. The preferred stock
carrying value for cumulative dividends and a portion of direct issuance costs
on Series A, Series B, and Series C preferred stock resulted in the accretion.
During the three months ended June 30, 1999, shares of Series A, Series B,
Series C and Series D preferred stock were outstanding. During the three and six
months ended June 30, 2000, no shares of preferred stock were outstanding as a
result of their conversion into common stock concurrent with our initial public
offering in November 1999.

Seasonality and Quarterly Fluctuations in Operating Results

    We believe that our revenue will be subject to seasonal fluctuations as a
result of general patterns of retail advertising and marketing and consumer
purchasing, which are typically higher during the fourth calendar quarter and
lower in the first and third quarters. In addition, expenditures by advertisers
and marketers tend to be cyclical, reflecting overall economic conditions and
consumer buying patterns. Due to these and other factors, we believe that
quarter-to-quarter comparisons of our operating results may not be meaningful
and you should not rely upon them as an indication of our future performance.

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Liquidity and Capital Resources

    Prior to our initial public offering in November 1999, we funded our
operations primarily through the private placement of preferred equity
securities. Our initial public offering raised approximately $61.7 million in
net proceeds. In February 2000, we completed a follow-on offering which raised
approximately $85.9 million in net proceeds. As of June 30, 2000, we had
approximately $96.8 million of cash, cash equivalents and marketable
securities. Outstanding equipment financing at June 30, 2000 totaled
approximately $2.1 million. The outstanding principal balance of the equipment
financing must be repaid in equal monthly installments through August 2002.

    Net cash used in operating activities was approximately $19.8 million for
the six months ended June 30, 2000. Cash used in operating activities for the
six months ended June 30, 2000 resulted primarily from net losses and increases
in accounts receivable, which were partially offset by increases in accounts
payable. During the six months ended June 30, 2000, we entered into various
agreements for future advertising which aggregate approximately $0.9 million in
commitments. As of June 30, 2000, we had prepaid approximately $0.9 million in
connection with these agreements.

    Net cash used in investing activities was approximately $60.8 million for
the six months ended June 30, 2000. Cash used in investing activities for the
six months ended June 30, 2000 was related to business acquisitions, investments
in unconsolidated entities, marketable securities, collateral securing a letter
of credit, and property and equipment.

    Net cash provided by financing activities was approximately $87.2 million
for the six months ended June 30, 2000. Cash provided by financing activities
for the six months ended June 30, 2000 resulted primarily from the sale of of
common stock in our follow-on public offering in February 2000 as well as the
borrowings under notes payable.

    We anticipate that we will continue to experience significant capital
expenditures consistent with our anticipated growth in our member base. We
anticipate that we will continue to experience significant growth in our
operating expenses for the foreseeable future and that our operating expenses
will be a material use of our cash resources. Also, we anticipate substantial
expenditures and use of cash resources in our efforts to acquire new members.
Additionally, we will continue to evaluate possible acquisitions of companies
and investments in businesses, products and technologies that are complementary
to us which may require the use of cash. We believe that our existing cash, cash
equivalents and available credit facilities, will be sufficient to meet our
anticipated cash needs for working capital, member acquisition expenses,
investment or acquisition related expenditures and capital expenditures for the
foreseeable future.

                                 RISK FACTORS

    In addition to the other information in this Form 10-Q, the following
factors should be carefully considered in evaluating LifeMinders and our
business. The risks and uncertainties described below are not the only ones
facing our company and there may be additional risks that we do not presently
know of or that we currently deem immaterial. All of these risks and
uncertainties and actual results may differ materially from the results we
discuss in the forward-looking statements. If any of the following risks
actually occur, our business, financial condition, cash flow or results of
operations could be materially adversely affected. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.

We have incurred significant losses, we expect losses for the foreseeable
future, and we may never become profitable.

    We have not achieved profitability in any previous quarter and expect to
continue to incur operating losses for the foreseeable future. As of June 30,
2000, we had an accumulated deficit of approximately $65.4 million. We incurred
net losses of approximately $0.5 million, $1.9 million and $31.6 million for the
years ended December 31, 1997, 1998 and 1999, respectively, and a net loss of
approximately $31.3 million for the six months ended June 30, 2000. Although our
revenue has grown in recent quarters, we cannot be certain that we will be able
to sustain these growth rates or that we will realize sufficient revenue to
achieve profitability. We also expect to incur significant product development,
sales and marketing and administrative expenses and, as a result, we expect to
continue to incur losses. We will need to generate significant revenue to
achieve profitability. We plan to increase our operating expenses as we continue
to acquire new members, build infrastructure and create brand awareness. If our
revenue growth is slower than we anticipate or our operating expenses exceed our
expectations, our losses will significantly increase. Moreover, even if we do
achieve profitability, we may not be able to sustain or increase profitability
on a quarterly or annual basis.

                                       12
<PAGE>

Due to our limited operating history we may fail to manage our expansion and
expected growth effectively which could strain our resources and could impair
the expansion of our business.

    Although we have continued to expand our member base, if we fail to manage
our growth effectively this could adversely affect our ability to attract and
retain our members and advertising partners. We have increased the scope of our
operations and have increased the number of our employees substantially. In
addition, we have only recently engaged several key members of our executive
management team. We have expanded our technology, sales, administrative and
marketing organizations. These factors have placed and will continue to place a
significant strain on our management systems and resources. We will need to
continue to improve our operational, financial and managerial controls and
reporting systems and procedures to expand, train and manage our workforce in
order to manage our expected growth.

We may not be able to sustain revenue growth or achieve or sustain profitability
if we have to refine or change our business strategy.

     We have only a limited operating history upon which to evaluate our
business and prospects and the online direct marketing industry is relatively
new and rapidly evolving. This presents many risks and uncertainties that could
require us to further refine or change our business strategy. If we are
unsuccessful in addressing these risks and uncertainties, we may not be able to
sustain revenue growth or achieve or sustain profitability.

Our quarterly results of operations may fluctuate in future periods and we may
be subject to seasonal and cyclical patterns that may negatively impact our
stock price.

    If we do not successfully anticipate or adjust to quarterly fluctuations in
revenue, our operating results could fall below the expectations of public
market analysts and investors, which could negatively impact our stock price. We
believe that our revenue will be subject to seasonal fluctuations as a result of
general patterns of retail advertising and marketing, and consumer purchasing,
which are typically higher during the fourth calendar quarter and lower in the
following quarter. In addition, expenditures by advertisers and marketers tend
to be cyclical, reflecting overall economic conditions and consumer buying
patterns. Due to these and other factors, our revenues and operating results may
vary significantly from quarter-to-quarter.

We may not be able to generate sufficient revenue if the acceptance of online
advertising, which is new and unpredictable, does not develop and expand as we
anticipate.

    We have to derive a substantial portion of our revenue from online
advertising and direct marketing, including both e-mail and Web-based programs.
If these services do not continue to achieve market acceptance, we may not
generate sufficient revenue to support our continued operations. The Internet
has not existed long enough as an advertising medium to demonstrate its
effectiveness relative to traditional advertising. Advertisers and advertising
agencies that have historically relied on traditional advertising may be
reluctant or slow to adopt online advertising. Many potential advertisers have
limited or no experience using e-mail or the Web as an advertising medium. They
may have allocated only a limited portion of their advertising budgets to online
advertising, or may find online advertising to be less effective for promoting
their products and services than traditional advertising media. If the market
for online advertising fails to develop or develops more slowly than we expect,
we may not sustain revenue growth or achieve or sustain profitability.

    The market for e-mail advertising in general is vulnerable to the negative
public perception associated with unsolicited e-mail, known as ''spam.'' Public
perception, press reports or governmental action related to spam could reduce
the overall demand for e-mail advertising in general, which could reduce our
revenue and prevent us from achieving or sustaining profitability.

If we do not maintain and expand our member base we may not be able to compete
effectively for advertisers.

    Our revenue has been derived primarily from advertisers seeking targeted
member groups in order to increase their return on advertising investments. If
we are unable to maintain and expand our member base, advertisers could find our
audience less attractive and effective for promoting their products and services
and we could experience difficulty retaining our existing advertisers and
attracting additional advertisers. To date, we have relied on referral-based
marketing activities to attract a portion of our members and will continue to do
so for the foreseeable future.

                                       13
<PAGE>

This type of marketing is largely outside of our control and there can be no
assurance that it will generate rates of growth in our member base comparable to
what we have experienced to date.

    We would also be unable to grow our member base if a significant number of
our current members stopped using our service. Members may discontinue using our
service if they object to having their online activities tracked or they do not
find our content useful. In addition, our service allows our members to easily
unsubscribe at any time by clicking through a link appearing at the bottom of
our e-mail messages and selecting the particular categories from which they want
to unsubscribe.

    Our business depends on our ability to develop and maintain relevant and
appealing content in our e-mail messages, if we are not able to continue to
deliver such content we may not be able to maintain and expand our member base,
which could negatively impact our ability to retain and attract the advertisers
we need to sustain revenue growth.

    We have relied on our editorial staff to identify and develop substantially
all of our content utilizing content from third parties. Because our members'
preferences are constantly evolving, our editorial staff may be unable to
accurately and effectively identify and develop content that is relevant and
appealing to our members. As a result, we may have difficulty maintaining and
expanding our member base, which could negatively impact our ability to retain
and attract advertisers. If we are unable to retain and attract advertisers our
revenue will decrease. Additionally, we license a small percentage of our
content from third parties. The loss of or increase in cost of our licensed
content may impair our ability to assimilate and maintain consistent, appealing
content in our e-mail messages or maintain and improve the services we offer to
consumers. We intend to continue to strategically license a portion of our
content for our e-mails from third parties, including content that is integrated
with internally developed content. These third-party content licenses may be
unavailable to us on commercially reasonable terms, and we may be unable to
integrate third-party content successfully. The inability to obtain any of these
licenses could result in delays in product development or services until
equivalent content can be identified, licensed and integrated. Any delays in
product development or services could negatively impact our ability to maintain
and expand our member base.

We have limited experience with building our brand, and might not effectively
utilize the resources we spend to build our brand, which could negatively impact
our revenue and our ability to maintain and expand our member base and attract
advertisers.

    We have and plan to continue to build our brand through expanded consumer
and trade advertising, including national print, outdoor and broadcast
placements, continued public relations campaigns, direct mail, participation in
strategic industry events and sustained consumer communications campaigns. We
have minimal practical experience with building our brand through these
channels. If the additional resources we expend to build our brand through these
channels do not generate a corresponding increase in revenue, our financial
results could be harmed. We believe that developing a strong brand identity is
critical to our ability to maintain and expand our member base and retain and
attract advertisers. If we do not successfully develop the LifeMinders.com brand
we may not be able to retain and expand our number of members and advertisers,
which would adversely affect our ability to sustain revenue growth or achieve or
sustain profitability.

Competition in the online advertising market industry is intense, and if we do
not respond to this competition effectively it may reduce our ability to retain
and attract advertisers, which would reduce our revenue and harm our financial
results.

    We face intense competition from both traditional and online advertising and
direct marketing businesses. If we do not respond to this competition
effectively, we may not be able to retain current advertisers or attract new
advertisers, which would reduce our revenue and harm our financial results.
Currently, several companies offer competitive e-mail direct marketing services,
including coolsavings.com, MyPoints.com, NetCreations, YesMail.com, Digital
Impact and Exactis. We also expect to face competition from online content
providers, list aggregators as well as established online portals and community
Web sites that engage in direct marketing programs. Additionally, we may face
competition from traditional advertising agencies and direct marketing companies
that may seek to offer online products or services.

                                       14
<PAGE>

We rely heavily on our intellectual property rights and other proprietary
information, failure to protect and maintain these rights and information could
prevent us from competing effectively.

    Our success and ability to compete are substantially dependent on our
internally developed technologies and trademarks, which we seek to protect
through a combination of patent, copyright, trade secret and trademark law, as
well as confidentiality or license agreements with our employees, consultants,
and corporate and strategic partners. If we are unable to prevent the
unauthorized use of our proprietary information or if our competitors are able
to develop similar technologies independently, the competitive benefits of our
technologies, intellectual property rights and proprietary information will be
diminished.

We depend heavily on our network infrastructure and if this fails it could
result in unanticipated expenses and prevent our members from effectively
utilizing our services, which could negatively impact our ability to attract and
retain members and advertisers.

    Our ability to successfully create and deliver our e-mail messages depends
in large part on the capacity, reliability and security of our networking
hardware, software and telecommunications infrastructure. Failures of our
network infrastructure could result in unanticipated expenses to address such
failures and could prevent our members from effectively utilizing our services,
which could prevent us from retaining and attracting members and advertisers.
The hardware infrastructure on which our system operates is located at both
PSINet and Global Crossings in Reston, Virginia. We do not currently have fully
redundant systems or a formal disaster recovery plan. Our system is susceptible
to natural and man-made disasters, including earthquakes, fires, floods, power
loss and vandalism. Further, telecommunications failures, computer viruses,
electronic break-ins or other similar disruptive problems could adversely affect
the operation of our systems. Our insurance policies may not adequately
compensate us for any losses that may occur due to any damages or interruptions
in our systems. Accordingly, we could be required to make capital expenditures
in the event of unanticipated damage.

    In addition, our members depend on Internet service providers, or ISPs, for
access to our Web site. Due to the rapid growth of the Internet, ISPs and Web
sites have experienced significant system failures and could experience outages,
delays and other difficulties due to system failures unrelated to our systems.
These problems could harm our business by preventing our members from
effectively utilizing our services.

Our management team has only worked together for a short period of time and the
inability of our management team to function effectively or the loss of any of
our officers or key employees could seriously harm our business by impairing our
ability to implement our business model.

    Many of our executive officers, including our President, Chief Financial
Officer, Chief Operating Officer, Vice President, Marketing and Communications,
and Vice President, Sales Administration have joined our company since January
1999. We may not successfully assimilate our recently hired officers and may not
be able to successfully locate, hire, assimilate and retain qualified key
management personnel, which could seriously harm our business by impairing our
ability to implement our business strategy. Our business is largely dependent on
the personal efforts and abilities of our senior management, including Stephen
R. Chapin, Jr., our Chief Executive Officer and Chairman of the Board, and other
key personnel. Many of our officers or employees can terminate their respective
employment relationship at any time. The loss of these key employees or our
inability to attract or retain other qualified employees could seriously harm
our business.

We depend on our key personnel to manage our business effectively in a rapidly
changing market and we may not be able to hire or retain skilled employees,
which could prevent us from effectively growing and operating our business.

     Our ability to support the growth of our business will depend, in part, on
our ability to attract and retain highly skilled employees, particularly
management, editorial, sales and technical personnel. In particular, due to the
relatively early stage of our business, we believe that our future success is
highly dependent on Stephen R. Chapin, our founder, Chief Executive Officer and
Chairman of the Board of Directors, to provide continuity in the execution of
our growth plans. Furthermore, we rely on highly skilled editorial personnel to
create our e-mail messages, sales and marketing personnel to maintain and expand
our member base and the number of advertisers, and technical personnel to
maintain and improve our technological capabilities. If we are unable to hire or
retain key employees, our ability to operate and grow our business will be
adversely affected. Competition for employees with

                                       15
<PAGE>

these skills and experience is intense. As a result, we may be unable to retain
our key employees or to attract other highly qualified employees in the future.
We have experienced difficulty from time to time in attracting the personnel
necessary to support the growth of our business, and we may experience similar
difficulty in the future.

Our results of operations and financial condition may be adversely affected if
we do not successfully integrate current and future acquisitions into our
operations.

    In order to respond to the competitive pressures of the online direct
marketing industry and support our intended growth, we intend to focus on
acquiring, or making significant investments in, additional companies, products
and technologies that complement our business. We do not have any present
understanding, nor are we having any discussions, relating to any significant
acquisition or investment not disclosed herein. Our ability to compete
effectively and support our intended growth may be adversely affected if we are
not able to identify suitable acquisition candidates or investments or acquire
companies or make investments on acceptable terms or at acceptable times. In
addition, acquiring companies, products, services or technologies involves many
potential difficulties and risks, including:

    . difficulty in assimilating them into our operations;

    . disruption of our ongoing business and distraction of our management and
      employees;

    . negative effects on reported results of operations due to acquisition-
      related charges and amortization of acquired technology and other
      intangibles; and

    . potential dilutive issuances of equity or equity-linked securities.

    These potential difficulties and risks could adversely affect our ability to
realize the intended benefits of an acquisition and could result in
unanticipated expenses and disruptions in our business, which could harm our
operations, cash flows and financial condition.

We may have to obtain additional capital to grow our business, which could
result in significant costs and dilution that could adversely affect our stock
price.

    Maintaining and expanding our member base and the number of our advertisers
will require significant cash expenditures. If the cash on hand, cash generated
from operations and existing loan and credit arrangements are not sufficient to
meet our cash requirements, we will need to seek additional capital, which could
result in significant costs and dilute the ownership interest of our
stockholders and thereby adversely affect our stock price. Additional financing
may not be available on terms favorable to us, or at all, which could result in
significant costs to obtain the necessary capital and limit our ability to
maintain and expand our member base and number of advertisers, or otherwise
respond to competitive pressures. In addition, if we raise additional funds
through the issuance of equity or equity-linked securities, the percentage
ownership of our stockholders would be reduced. These securities may have
rights, preferences or privileges senior to those of our stockholders. See
''Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources'' for a discussion of working
capital and capital expenditures.

We plan to increase our international sales activities significantly, which will
subject us to additional business risks.

    An element of our growth strategy is to introduce our online marketing
services in international markets. Our participation in international markets
will be subject to a number of risks, including relative low levels of Internet
usage in foreign countries, foreign government regulations, export license
requirements, tariffs and taxes, fluctuations in currency exchange rates,
introduction of the European Union common currency, difficulties in managing
foreign operations and political and economic instability. To the extent our
potential international members are impacted by currency devaluations, general
economic crises or other negative economic events, the ability of our members to
utilize our services could be diminished.

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<PAGE>

The content contained in our e-mails may subject us to significant liability for
negligence, copyright or trademark infringement or other matters.

    If any of the content that we create and deliver to our members or any
content that is accessible from our e-mails through links to other Web sites
contains errors, third parties could make claims against us for losses incurred
in reliance on such information. In addition, the content contained in or
accessible from our e-mails could include material that is defamatory, violates
the copyright or trademark rights of third parties, or subjects us to liability
for other types of claims. Our general liability insurance may not cover claims
of these types or may not be adequate to indemnify us for all liability that may
be imposed. Any imposition of liability, particularly liability that is not
covered by insurance or is in excess of insurance coverage, could result in
significant costs and expenses and damage our reputation.

    We also enter into agreements with certain e-commerce partners under which
we may be entitled to receive a share of certain revenue generated from the
purchase of goods and services through direct links to our e-commerce partners
from our e-mails. These agreements may expose us to additional legal risks and
uncertainties, including potential liabilities to consumers of those products
and services by virtue of our involvement in providing access to those products
or services, even if we do not provide those products or services. Any
indemnification provided to us in our agreements with these parties, if
available, may not adequately protect us.

Sweepstakes regulation may limit our ability to conduct sweepstakes and other
contests, which could negatively impact our ability to attract and retain
members.

    The conduct of sweepstakes, lotteries and similar contests, including by
means of the Internet, is subject to extensive federal, state and local
regulation, which may restrict our ability to offer contests and sweepstakes in
some geographic areas or altogether. Any restrictions on these promotions could
adversely affect our ability to attract and retain members.

We are subject to potential disruptions and costs associated with the Year 2000
problem, any of which may prevent us from achieving or sustaining profitability.

    Prior to January 1, 2000, there was a great deal of concern regarding the
ability of computers to adequately recognize 21st century dates from 20th
century dates due to the two-digit date fields used by many systems. Most
reports to date, however, are that computer systems are functioning normally and
the compliance and remediation work accomplished leading up to 2000 was
effective to prevent any problems. Computer experts have warned that there may
still be residual consequences of the change in centuries and any such
difficulties could result in a decrease in our revenue, an increase in
allocation of resources to address Year 2000 problems of our third party
providers of hardware and software and our third party network providers without
additional revenue commensurate with such dedication of resources, or an
increase in litigation costs relating to losses suffered by our third party
providers of hardware and software and our third party network providers due to
such Year 2000 problems.

If our stock price remains volatile, we may become subject to securities
litigation, which is expensive and could divert our resources.

    In the past, following periods of market volatility in the price of a
company's securities, security holders have instituted class action litigation.
Many companies in our industry have been subject to this type of litigation. Our
stock price has been volatile since our initial public offering in November
1999. If the market value of our stock experiences adverse fluctuations, and we
become involved in this type of litigation, regardless of the outcome, we could
incur substantial legal costs and our management's attention could be diverted,
causing our business to suffer.

Our executive officers and directors have and may continue to have substantial
voting control which will allow them to influence the outcome of matters
submitted to stockholders for approval in a manner that may be adverse to your
interests.

    Our executive officers, our directors and entities affiliated with them, in
the aggregate, beneficially own approximately 38.3% of our outstanding common
stock as of June 30, 2000. As a result, these stockholders will retain
substantial control over matters requiring approval by our stockholders,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership may also have the effect of
delaying or preventing a change in control, which could have an adverse affect
on our stock price.

                                       17
<PAGE>

Anti-takeover provisions in our charter documents and Delaware law could prevent
or delay a change in control of our company, which could adversely affect our
stock price.

    Our Restated Certificate of Incorporation and Bylaws may discourage, delay
or prevent a merger or acquisition that a stockholder may consider favorable by
authorizing the issuance of "blank check" preferred stock and providing for a
classified board of directors with staggered, three-year terms. Certain
provisions of Delaware law may also discourage, delay or prevent someone from
acquiring or merging with us. These anti-takeover provisions could adversely
affect our stock price.

                Risks Factors Related to the Internet Industry

Our business is in the online direct marketing industry and if we fail to adapt
to rapid change in this industry or our internally developed systems cannot be
modified properly for increased traffic or volume, our services may become
obsolete and unmarketable.

    The online direct marketing industry is characterized by rapid change. The
introduction of products and services embodying new technologies, the emergence
of new industry standards and changing consumer needs and preferences could
render our existing services obsolete and unmarketable. If we do not respond
effectively to rapidly changing technologies, industry standards and customer
requirements, the quality and reliability of the services we provide to our
members and advertisers may suffer. We may experience technical difficulties
that could delay or prevent the successful development, introduction or
marketing of new products and services. In addition, any new enhancements to our
products and services must meet the requirements of our current and prospective
users. As a result, we could incur substantial costs to modify our services or
infrastructure to adapt to rapid change in our industry, which could harm our
financial results and cash flows.

Concerns about, or breaches of, the security of our member database could
prevent us from sustaining revenue growth and achieving or sustaining
profitability by adversely affecting our ability to attract and retain members
and develop our member profiles, resulting in significant expenses to prevent
breaches, and subjecting us to liability for failing to protect our members'
information.

    We maintain a database containing information on our members, including
their account balances. Our database may be accessed by unauthorized users
accessing our systems remotely. If the security of our database is compromised,
current and potential members may be reluctant to use our services or provide us
with the personal data we need to adequately develop and maintain individual
member profiles, which could prevent us from retaining and attracting the
advertisers we require to sustain revenue growth. In addition, as a result of
these security and privacy concerns, we may incur significant costs to protect
against the threat of security breaches or to alleviate problems caused by
security breaches, and we may be unable to effectively target direct marketing
offers to members or may be subject to legal claims of members if unauthorized
third parties gain access to our system and alter or destroy information in our
database. Also, any public perception that we engaged in the unauthorized
release of member information, whether or not correct, would adversely affect
our ability to attract and retain members.

The unauthorized access of confidential member information that we transmit over
public networks could adversely affect our ability to attract and retain
members.

    Our members transmit confidential information to us over public networks and
the unauthorized access of such information by third parties could harm our
reputation and significantly hinder our efforts to attract and retain members.
We rely on a variety of security techniques and authentication technology
licensed from third parties to provide the security and authentication
technology to effect secure transmission of confidential information, including
customer credit card numbers. Advances in computer capabilities, new discoveries
in the field of cryptography or other developments may result in a compromise or
breach of the technology used by us to protect customer transaction data.

                                       18
<PAGE>

Problems with the performance and reliability of the Internet infrastructure
could adversely affect the quality and reliability of the products and services
we offer our members and advertisers  which could prevent us from sustaining
revenue growth.

    We depend significantly on the Internet infrastructure to deliver
attractive, reliable and timely e-mail messages to our members. If Internet
usage grows, the Internet infrastructure may not be able to support the demands
placed on it by this growth, and its performance and reliability may decline,
which could adversely affect our ability to sustain revenue growth. Among other
things, continued development of the Internet infrastructure will require a
reliable network backbone with necessary speed, data capacity and security.
Currently, there are regular failures of the Internet network infrastructure,
including outages and delays, and the frequency of these failures may increase
in the future. These failures may reduce the benefits of our products and
services to our members and undermine our advertising partners' and our members'
confidence in the Internet as a viable commercial medium. In addition, the
Internet could lose its viability as a commercial medium due to delays in the
development or adoption of new technology required to accommodate increased
levels of Internet activity or due to government regulation.

We may have to litigate to protect our intellectual property and other
proprietary rights or to defend claims of third parties, and such litigation may
subject us to significant liability and be time consuming and expensive.

    There is a substantial risk of litigation regarding intellectual property
rights in Internet-related businesses and legal standards relating to the
validity, enforceability and scope of protection of certain proprietary rights
in Internet-related businesses are uncertain and still evolving. We may have to
litigate in the future to enforce our intellectual property rights, protect our
trade secrets or defend ourselves against claims of violating the proprietary
rights of third parties. This litigation may subject us to significant liability
for damages, result in invalidation of our proprietary rights, be time-consuming
and expensive to defend, even if not meritorious, and result in the diversion of
management time and attention. Any of these factors could adversely affect our
business operations, financial results, condition and cash flows.

Government regulation and legal uncertainties of doing business on the Internet
could significantly increase our costs and expenses.

    Laws and regulations that apply to Internet communications, commerce and
advertising are becoming more prevalent and these laws and regulations could
significantly increase the costs we incur in using the Internet to conduct our
business. Recently, the United States Congress enacted Internet legislation
regarding children's privacy, copyright and taxation. The European Union
recently adopted a directive addressing data privacy that may result in limits
on the collection and use of member information. A number of other laws and
regulations may be adopted that regulate the use of the Internet, including user
privacy, pricing, acceptable content, taxation, use of the telecommunications
infrastructure and quality of products and services. The laws governing the
Internet remain largely unsettled, even in areas where there has been some
legislative action. It may take years to determine whether and how existing
laws, including those governing intellectual property, privacy, libel and
taxation apply to the Internet and Internet advertising. In addition, the growth
and development of the market for Internet commerce may prompt calls for more
stringent consumer protection laws, both in the United States and abroad, that
may impose additional burdens on companies conducting business over the
Internet. As a result of these uncertainties, we may incur unanticipated,
significant costs and expenses that could harm our financial results,
condition and cash flow.

Item 3  Quantitative and Qualitative Disclosure about Market Risk

    We do not currently hold any derivative instruments and do not engage in
hedging activities and currently do not enter into any transactions denominated
in a foreign currency. Thus, our exposure to foreign exchange fluctuations is
minimal.

Interest Rate Risk

    Our exposure to market risk for changes in interest rates relate primarily
to our marketable securities, which generally have maturities of one year
or less. We do not use derivative financial instruments for speculative or

                                       19
<PAGE>

trading purposes. We invest our excess cash in short-term, fixed income
financial instruments with an investment strategy to buy and hold to maturity.
These fixed rate investments are subject to interest rate risk and may fall in
value if market interest rates increase. If market interest rates were to
increase immediately and uniformly by 10 percent from the levels at June 30,
2000, the fair value of the portfolio would decline by an immaterial amount. We
have the ability to hold our fixed income investments until maturity, and
therefore we do not expect our operating results or cash flows to be materially
affected by a sudden change in market interest rates on our investment
portfolio.

                                       20
<PAGE>

PART II - OTHER INFORMATION

Item 1  Legal Proceedings.

    In the normal course of business, the Company is at times subject to pending
and threatened legal actions and proceedings. After reviewing pending and
threatened actions and proceedings with counsel, management believes that the
outcome of such actions or proceedings is not expected to have a material
adverse effect on the consolidated financial position, results of operations or
cash flows of the Company.

Item 2  Change in Securities and Use of Proceeds.

    None.

Item 3  Defaults Upon Senior Securities.

    None.

Item 4  Submission of Matters to a Vote of Securities Holders.

     On May 4, 2000, the Company held its 2000 Annual Meeting of Stockholders
(the "Annual Meeting").  At the Annual Meeting, the stockholders of the Company,
by a majority vote, elected Gene Riechers to serve as a Class I member of the
Board of Directors and Sunil Paul to serve as a Class II member of the Board of
Directors.  The number of votes regarding the election of Gene Riechers was
13,556,830 votes "FOR" and 9,697 votes "AGAINST," with no abstentions or broker
non-votes.  The number of votes regarding the election of Sunil Paul was
13,556,830 votes "FOR" and 9,697 votes "AGAINST," with no abstentions or broker
non-votes.

     In addition, the terms for following members of the Board of Directors
continued after the Annual Meeting:  Douglas A. Lindgren (Class II Director),
Philip D. Black (Class II Director), Stephen R. Chapin, Jr. (Class III Director)
and Jonathan B. Bulkeley (Class III Director).  The term for the Class I
Directors expires at the Company's 2003 Annual Meeting of Stockholders.  The
term for the Class II Directors expires at the Company's 2001 Annual Meeting of
Stockholders.  The term for the Class III Directors expires at the Company's
2002 Annual Meeting of Stockholders.

     At the Annual Meeting, the stockholders of the Company also approved and
adopted, by a majority vote, the Company's 2000 Stock Incentive Plan and the
Company's Employee Stock Purchase Plan.  The number of votes regarding the
Company's 2000 Stock Incentive Plan was 10,888,067 votes "FOR" and 2,262,340
votes "AGAINST," with 416,120 abstentions.  The number of votes regarding the
Company's Employee Stock Purchase Plan was 13,001,215 votes "FOR" and 178,742
votes "AGAINST," with 386,570 abstentions.

     Finally, at the Annual Meeting, the stockholders ratified the selection of
PricewaterhouseCoopers LLP as the independent auditors of the Company for the
fiscal year ending December 31, 2000.  The number of votes regarding the
Company's ratification of PricewaterhouseCoopers LLP was 13,556,577 votes "FOR"
and 1,100 votes "AGAINST," with 8,850 abstentions.

Item 5  Other Information.

    None.

Item 6  Exhibits and Reports on Form 8-K.

a. Exhibits


    27.1 Financial Data Schedule

b. Reports on form 8-K.

    Form 8-K was filed with the SEC on April 13, 2000, as amended on June 12 and
June 13, 2000, with respect to the acquisition of WITI Corporation. See Note 6
of Notes to Consolidated Financial Statements included herein.

    Form 8-K was filed with the SEC on June 15, 2000, with respect to the
change in the Company's name from LifeMinders.com, Inc. to LifeMinders, Inc.

                                       21
<PAGE>

                               LIFEMINDERS, INC.
                                  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.

                                                LifeMinders, Inc.
                                       ----------------------------------
                                                  (Registrant)

    August 14, 2000                       /s/ Joseph S. Grabias
-------------------------              -----------------------------------
         Date                                    (Signature)**

                                       Joseph S. Grabias
                                       Chief Financial Officer
                                       (Principal accounting officer and
                                        duly authorized officer)


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