<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 March 31, 2000.

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

                      Commission File Number:  __________

                             LIFEMINDERS.COM, 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                            20710
(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 May 4,
2000 was 23,649,269.
<PAGE>

                             LIFEMINDERS.COM, INC.

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

Item 1.   Financial Statements...................................................................    4

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.COM, INC.

                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                         December 31,              March 31,
                                                                             1999                    2000
                                                                         ------------             ------------
                                                                                                  (Unaudited)
<S>                                                                    <C>                      <C>
                            Assets
Current assets:
Cash and cash equivalents ......................................       $  55,524,189            $  87,268,922
Marketable securities ..........................................           1,968,203               30,618,650
Accounts receivable, net of allowance for doubtful accounts of
       $493,992 and $1,131,610..................................           6,526,264                9,070,209
Prepaid expenses and other current assets ......................           6,769,673                3,990,110
                                                                       -------------            -------------
Total current assets ...........................................          70,788,329              130,947,891

Property and equipment, net ....................................           5,379,992                9,985,599
Intangible assets ..............................................                  --               33,028,603
Investments in unconsolidated entities .........................                  --                3,738,671
Other assets ...................................................             688,863                  827,110
                                                                       -------------            -------------
Total assets ...................................................       $  76,857,184            $ 178,527,874
                                                                       =============            =============

                Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable ...............................................       $   3,121,247            $   5,132,797
Accrued expenses ...............................................           5,989,850                5,826,506
Deferred revenue ...............................................             243,354                  387,209
Notes payable ..................................................              80,993                  493,794
Capital lease obligations ......................................             724,111                  996,636
                                                                       -------------            -------------
Total current liabilities ......................................          10,159,555               12,836,942
Notes payable, net of current portion ..........................              74,243                1,629,746
Capital lease obligations, net of current portion ..............             906,034                  984,845
Deferred rent ..................................................              40,415                   41,905
                                                                       -------------            -------------
Total liabilities ..............................................          11,180,247               15,493,438
                                                                       -------------            -------------
Commitments and contingencies

Stockholders' equity:
  Preferred stock, $.01 par value; 9,665,240 shares authorized
   at December 31, 1999 and March 31, 2000, no shares issued and
   outstanding at December 31, 1999 and March 31, 2000 .........                  --                       --
  Common stock, $.01 par value; 60,000,000 shares authorized;
   20,299,039 and 23,576,410 shares issued and outstanding at
   December 31, 1999 and March 31, 2000, respectively ..........             202,990                  235,764
Additional paid-in capital .....................................         104,621,740              219,162,774
Deferred compensation on employee stock options ................          (5,076,892)              (4,720,521)
Accumulated deficit ............................................         (34,070,901)             (51,643,581)
Total stockholders' equity .....................................          65,676,937              163,034,436
                                                                       -------------            -------------
Total liabilities and stockholders' equity .....................       $  76,857,184            $ 178,527,874
                                                                       =============            =============
</TABLE>

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

                                       1
<PAGE>

                             LIFEMINDERS.COM, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                  For the three months ended
                                                                           March 31,
                                                                1999                    2000
                                                             -----------             -----------
                                                             (Unaudited)             (Unaudited)
<S>                                                        <C>                     <C>
Revenue:
Advertising ........................................       $    10,024             $  7,754,908
Opt-in .............................................            13,298                3,249,333
                                                           -----------             ------------
Total revenue ......................................            23,322               11,004,241
Cost of revenue ....................................            98,514                  719,905
                                                           -----------             ------------
Gross margin (loss) ................................           (75,192)              10,284,336
                                                           -----------             ------------
Operating expenses:
Sales and marketing ................................         1,081,501               24,715,040
Research and development ...........................           220,075                1,494,490
General and administrative .........................           270,757                2,995,010
                                                           -----------             ------------
Total operating expenses ...........................         1,572,333               29,204,540
                                                           -----------             ------------
Loss from operations ...............................        (1,647,525)             (18,920,204)
Interest income, net ...............................            22,780                1,372,697
Loss from investment in unconsolidated entities ....                --                  (25,173)
                                                           -----------             ------------
Net loss ...........................................        (1,624,745)             (17,572,680)
Accretion on mandatorily redeemable convertible
 preferred stock ...................................          (100,046)                      --
                                                           -----------             ------------

Net loss available to common
 shareholders ......................................       $(1,724,791)            $(17,572,680)
                                                           ===========             ============
Basic and diluted net loss per common
 share .............................................       $     (0.53)            $      (0.80)
                                                           ===========             ============
Basic and diluted weighted average common
 shares and common share equivalents ...............         3,275,000               21,966,393
                                                           ===========             ============

</TABLE>

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

                                       2
<PAGE>

                             LIFEMINDERS.COM, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     For the three months ended
                                                                               March 31,
                                                                       1999              2000
                                                                    -----------       -----------
                                                                    (Unaudited)       (Unaudited)
<S>                                                               <C>               <C>
Cash flows from operating activities:
 Net loss ......................................................  $(1,624,745)      $(17,572,680)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
 Depreciation ..................................................       12,210            616,259
 Allowance for doubtful accounts receivable ....................           --            637,618
 Amortization of deferred compensation on employee
  stock options ................................................       11,055            356,371
 Loss from unconsolidated entities .............................           --             25,173
 Changes in assets and liabilities, net of effects for
  acquisitions:
 Accounts receivable ...........................................      (15,798)        (3,181,564)
 Prepaid expenses and other assets .............................           --          1,668,673
 Accounts payable ..............................................      417,570          1,635,356
 Accrued expenses ..............................................       32,284           (272,345)
 Deferred revenue ..............................................        2,500           (129,250)
 Deferred rent .................................................           --              1,490
                                                                  -----------       ------------
   Net cash used in operating activities .......................   (1,164,924)       (16,214,899)
                                                                  -----------       ------------
Cash flows from investing activities:
 Acquisition of property and equipment .........................     (157,210)        (4,392,101)
 Purchase of marketable securities .............................           --        (49,650,447)
 Proceeds from sales of marketable securities...................           --         21,000,000
 Payments for investments in unconsolidated entities ...........           --         (3,763,844)
 Payments for acquisitions, net of cash acquired ...............           --         (2,518,717)
                                                                  -----------       ------------
 Net cash used in investing activities .........................     (157,210)       (39,325,109)
                                                                  -----------       ------------
Cash flows from financing activities:
 Issuance of preferred stock, net of issuance costs ............    3,911,159                 --
 Proceeds from issuance of note payable ........................      161,986          1,415,318
 Payments of note payable ......................................           --            (20,248)
 Payments of capital lease obligations .........................           --           (179,948)
 Proceeds from issuance of common stock, net of
  issuance costs ...............................................           --         85,898,389
 Proceeds from exercise of stock options .......................           --            171,230
                                                                  -----------       ------------
 Net cash provided by financing activities .....................    4,073,145         87,284,741
                                                                  -----------       ------------
Net increase in cash and cash equivalents ......................    2,751,011         31,744,733
Cash and cash equivalents, beginning of period .................      232,073         55,524,189
                                                                  -----------       ------------
Cash and cash equivalents, end of period .......................  $ 2,983,084       $ 87,268,922
                                                                  ===========       ============
</TABLE>

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

                                        3
<PAGE>

                             LIFEMINDERS.COM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  The Company

    LifeMinders.com, Inc. (the Company), 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.

    On February 8, 2000, the Company completed its follow-on public offering of
2,767,500 shares of common stock at a price of $33.00 per share and raised net
proceeds of $85.9 million.

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 fiscal year ended December 31, 1999. All material
intercompany transactions have been eliminated in consolidation.

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.

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 ten months. Marketable securities are classified as held-
to-maturity and are accounted for at amortized cost. Accordingly, no unrealized
gain or loss has been reflected in the Company's financial statements. At March
31, 2000 and December 31, 1999, the costs of marketable securities approximate
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.

           Advertising revenue also includes 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. No gain or loss results from these barter transactions
      as the revenue recognized equals the advertising costs incurred. For the
      three months ended March 31, 1999 and 2000, respectively, 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 three months ended March 31, 2000, revenue was
      recorded net of approximately $630,000 for estimated duplicate member
      responses to the Company's opt-in partners' newsletters and other
      promotions. The Company did not have any opt-in revenue for the three
      months ended March 31, 1999.

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

                                       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 March 31, 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
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

                                       6
<PAGE>

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.


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 No. 101 (SAB 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. We are required to be in conformity with the provisions of SAB 101, as
amended by SAB 101A, no later than April 1, 2000. The Company believes its
existing revenue recognition policies and procedures are in compliance with SAB
101 and therefore, SAB 101's adoption will have no material impact on the
Company's financial condition, results of operations or cash flows.

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:


                                                     Three Months Ended
                                                          March 31,
                                              --------------------------------
                                                  1999                2000
                                              -----------         ------------
Net loss available to common
 stockholders............................     $(1,724,791)        $(17,572,680)
                                              ===========         ============
Weighted-average shares of common stock
 shares outstanding......................       3,275,000           21,966,393
                                              ===========         ============
Basic and diluted net loss per common
 share...................................     $     (0.53)        $      (0.80)
                                              ===========         ============

    Options to purchase 2,470,052 and 864,312 shares of common stock at
weighted average exercise prices of $8.13 and $0.80 per share, respectively,
have been excluded from the computation of diluted earnings per share as their
effect would be anti-dilutive for the three months ended March 31, 2000 and
1999, respectively.

5.  Commitments

    During the three months ended March 31, 2000, the Company entered into
various agreements for future advertising which aggregate to approximately $9.0
million. As of March 31, 2000, the Company has prepaid approximately $2.3
million in connection with these agreements. The terms of the agreements range
from one to nine months.

6.  Acquisitions

    On March 29, 2000, the Company acquired WITI Corporation in a purchase
business combination for $29.4 million, consisting of $2.0 million in cash, and
345,800 shares of the Company's common stock valued at $27.4 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 and the
assumption of $ 2.2 million in liabilities. The Company's preliminary purchase
price allocation of $ 29.4 million was allocated $0.9 million to tangible assets
and $ 28.5 million to intangible assets including core technology, assembled
workforce, agreements not to compete, patents and goodwill. The Company believes
the weighted average useful life of the intangible assets, based upon the final
purchase allocation, will approximate three years and anticipates its final
allocation of the purchase price will be complete during the first half of 2000.

    On March 14, 2000, the Company acquired PleaseRSVP.com,, 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
intangible assets including core technology, assembled workforce and goodwill.
The Company will amortize these intangible assets over three years.

                                       7
<PAGE>

    The following unaudited proforma consolidated results of operations for the
three months ended March 31, 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 interest and
amortization of intangible assets.


                                                Three Months Ended
                                                     March 31,
                                         --------------------------------
                                             2000                1999
                                         -----------         ------------


      Revenue.........................   $1,457,087           $   23,322
                                         ===========          ==========

      Net loss........................   $20,937,581          $4,733,772
                                         ===========          ==========
      Net loss per share..............   $     (0.94)         $    (1.29)
                                         ===========          ==========
      Weighted average common
        shares outstanding............   $22,357,374          $3,660,800
                                         ===========          ==========

    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
is accounting for this investment using the equity method since the Company can
exercise influence over the operations of the investee as it has 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 three months ended March 31, 2000, the
Company recorded $25,173 as a loss from investment in unconsolidated entities.

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


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. We 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.

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.

    Advertising revenue may include barter transactions, where we
exchange advertising space on our 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. No gain or loss
results from these barter transactions as the revenue recognized equals the
advertising costs incurred. For the three months ended March 31, 1999 and 2000,
respectively, 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 three months ended March 31, 2000,
revenue was recorded net of approximately $630,000 for estimated duplicate
member responses to our opt-in partners' newsletters and other promotions. We
did not have any opt-in revenue for the three months ended March 31, 1999.

                                       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 or results of operations.

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.

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

    Revenue. Revenue increased from approximately $23,000 for the three months
ended March 31, 1999 to approximately $11.0 million for the three months ended
March 31, 2000. Advertising revenue increased approximately $7.7 million and
opt-in revenue increased approximately $3.2 million. 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 as well as larger and longer term agreements with certain
advertisers.

    Cost of revenue. Cost of revenue increased from approximately $99,000 for
the three months ended March 31, 1999 to approximately $720,000 for the three
months ended March 31, 2000. Our cost of revenue for the three months ended
March 31, 2000 primarily consisted of expenses related to the maintenance of
existing member profiles, the expansion of e-mail categories 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 increased from
approximately $1.1 million for the three months ended March 31, 1999 to
approximately $24.7 million for the three months ended March 31, 2000. This
increase 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 and an increase in advertising of
our service.

    Research and development. Research and development expenses increased from
approximately $220,000 for the three months ended March 31, 1999 to
approximately $1.5 million for the three months ended March 31, 2000. This
increase 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 and to house the computer network required to operate
our service.

    General and administrative. General and administrative expenses increased
from approximately $271,000 for the three months ended March 31, 1999 to
approximately $3.0 million for the three months ended March 31, 2000. This
increase 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.

    Interest income, net. Interest income, net increased from approximately
$23,000 for the three months ended March 31, 1999 to approximately $1.4 million
for the three months ended March 31, 2000. This increase was due primarily to an
increase in funds available for investment in short term investments during the
three months ended March 31, 2000 as compared to the three months ended March
31, 1999. 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 three months ended March 31, 1999 and 2000,
respectively, 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 three
months ended March 31, 2000 we recorded losses totaling approximately $25,000.

    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
approximately $100,000 for the three months ended March 31, 1999 to $0 for the
three months ended March 31, 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 March 31, 1999, shares of Series A, Series B and Series C preferred
stock were outstanding. During the three months ended March 31, 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 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, 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.

                                       11
<PAGE>

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 March 31, 2000, we had
approximately $117.9 million of cash, cash equivalents and marketable
securities. Outstanding equipment financing at March 31, 2000 totaled
approximately $2.0 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 $16.2 million for
the three months ended March 31, 2000. Cash used in operating activities for the
three months ended March 31, 2000 resulted primarily from net losses and
increases in accounts receivable, which were partially offset by increases in
accounts payable and accrued expenses. During the three months ended March 31,
2000, we entered into various agreements for future advertising which aggregate
approximately $9.0 million in commitments. As of March 31, 2000, we had prepaid
approximately $2.3 million in connection with these agreements.

    Net cash used in investing activities was approximately $39.3 million for
the three months ended March 31, 2000. Cash used in investing activities for the
three months ended March 31, 2000 was related to business acquisitions,
investments in unconsolidated entities, marketable securities and property
and equipment.

    Net cash provided by financing activities was approximately $87.3 million
for the three months ended March 31, 2000. Cash provided by financing activities
for the three months ended March 31, 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.

    While we do not have any commitments for capital expenditures, 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.com 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 March 31,
2000, we had an accumulated deficit of approximately $51.6 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 $17.6 million for the three months ended March 31, 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 Chief Financial Officer, Chief
Technology 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 President, 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, President, 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.

                                       16
<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 50.6% of our outstanding common
stock as of March 31, 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.

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<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

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<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 March 31,
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.

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<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 financial position or results of operations of the
Company.

Item 2  Change in Securities and Use of Proceeds.

    On February 8, 2000, the Company completed its secondary public offering of
2,767,500 shares of common stock at a public offering price of $33.00 per share.
The managing underwriters in the offering were Chase H&Q, Robertson Stephens,
Thomas Weisel Partners LLC and PaineWebber Incorporated. The aggregate offering
amount including the overallotment exercise was approximately $91.3 million. The
Company incurred expenses of approximately $5.4 million, of which approximately
$4.6 million represented underwriting discounts and commissions and
approximately $800,000 represented other expenses related to the offering.
Proceeds were used to continue to fund working capital, member acquisition
activities, capital expenditures and strategic investment.

  On March 15, 2000 the Company issued 40,000 shares of its unregistered common
stock to the shareholders of PleaseRSVP.com, Inc. pursuant to the acquisition of
PleaseRSVP.com, Inc. The Company believes that the securities are exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

  On March 29, 2000 the Company issued 345,796 shares of its unregistered common
stock to the shareholders of WITI Corporation, pursuant to the acquisition of
WITI Corporation. The Company believes that the securities are exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 3  Defaults Upon Senior Securities.

    None.

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

    None.

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 with respect to the
 acquisition of WITI Corporation. See Note 6 of Notes to Consolidated Financial
 Statements included herein.

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<PAGE>

                             LIFEMINDERS.COM, 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.com, Inc.
                                       ----------------------------------
                                                  (Registrant)

      May 15, 2000                        /s/ Joseph S. Grabias
-------------------------              -----------------------------------
         Date                                    (Signature)**

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


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