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

                                    Form 10-Q

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

     For the quarterly period ended September 30, 2000

                                       OR

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

Commission file number 333-33194


                                STYLECLICK, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                      13-4106745
-------------------------------------      -------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

3861 Sepulveda Blvd., Culver City, CA                      90230
-------------------------------------      -------------------------------------
(Address of principal executive offices)                 (Zip Code)

                                 (310) 751-2100
              -----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  periods that the Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X  No
                                      ---   ---

The number of outstanding shares of the registrant's common stock as of November
7, 2000, was:

                  Class A common stock                7,975,053
                  Class B common stock               23,039,706
                                                     ----------
                                                     31,014,759
                                                     ==========

Only Class A common stock is publicly traded.

<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
                                Styleclick, Inc.
                      Condensed Consolidated Balance Sheet
                        (in thousands, except share data)
<TABLE>
<CAPTION>
                                                September 30,      December 31,
                                                    2000               1999
                                               ---------------   ---------------
                                                 (Unaudited)
<S>                                            <C>               <C>
Assets
Current assets:
   Cash and cash equivalents                    $      27,275     $           9
   Accounts receivable, net of allowance
      of $341 and $42, respectively                       769               679
   Inventories, net                                     8,346            11,319
   Prepaid expenses and other current assets           12,078               913
                                               ---------------   ---------------
Total current assets                                   48,468            12,920
Property and equipment, net of
   accumulated depreciation of $11,666
   and $6,020, respectively                            12,874            15,121
Goodwill, net of accumulated amortization
   of $9,473                                          161,053                 -
Other assets                                              438                80
                                               ---------------   ---------------
   Total assets                                 $     222,833     $      28,121
                                               ===============   ===============

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                             $       1,595     $       2,876
   Accrued liabilities                                  5,659             8,736
   Deferred income                                        179                 -
   Related party payable                                3,322               329
                                               ---------------   ---------------
Total current liabilities                              10,755            11,941

Stockholders' equity:
   Preferred stock--$0.01 par value;
      authorized 25,000,000 shares, none
      issued and outstanding                                -                 -
   Class A common stock--$0.01 par value,
      authorized 150,000,000 shares,
      7,966,751 and 184,497 issued and
      outstanding, respectively                            80                 2
   Class B common stock--$0.01 par value,
      authorized 112,500,000 shares,
      23,039,706 and 20,346,103 issued
      and outstanding, respectively                       230               203
   Additional paid in capital                         336,457           103,213
Accumulated deficit                                  (124,689)          (87,238)
                                               ---------------   ---------------
Total stockholders' equity                            212,078            16,180
                                               ===============   ===============
Total liabilities and stockholders' equity      $     222,833     $      28,121
                                               ===============   ===============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       1

<PAGE>

                                Styleclick, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                   Three Months              Nine Months
                               Ended September 30,       Ended September 30,
                                2000         1999         2000         1999
                             -----------  -----------  -----------  -----------
                                     (in thousands, except share data)
<S>                          <C>          <C>          <C>          <C>
Net revenues
 Product sales               $    4,351   $    6,660   $   16,759   $   21,489
 Service revenues                   796            -          796            -
                             -----------  -----------  -----------  -----------
                                  5,147        6,660       17,555       21,489
Cost of sales
 Product sales                    4,246        6,225       16,916       20,753
 Service revenues                    28            -           28            -
                             -----------  -----------  -----------  -----------
                                  4,274        6,225       16,944       20,753

Gross profit                        873          435          611          736

Operating costs and expenses:
Selling and marketing             1,066        2,427        4,924        7,901
Product development costs         1,287        1,398        3,335        4,359
General and administrative        5,810        4,902       13,720       14,486
Write-off of capitalized
   software costs                     -            -        2,260            -
Depreciation and amortization     1,399          989        4,281        1,919
Amortization of goodwill          9,473            -        9,473            -
                             -----------  -----------  -----------  -----------
     Total operating costs
        and expenses             19,035        9,716       37,993       28,665
                             -----------  -----------  -----------  -----------
Operating loss                  (18,162)      (9,281)     (37,382)     (27,929)
Other income (expense), net         (70)           2          (69)           -
                             ===========  ===========  ===========  ===========
Net loss                     $  (18,232)  $   (9,279)  $  (37,451)  $  (27,929)
                             ===========  ===========  ===========  ===========
Basic and diluted
   loss per share            $    (0.65)  $    (0.45)  $    (1.63)  $    (1.37)
                             ===========  ===========  ===========  ===========
Basic and diluted weighted
   average common shares
   outstanding               27,892,127   20,460,110   22,964,672   20,460,110
                             ===========  ===========  ===========  ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       2

<PAGE>
                                Styleclick, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

 <TABLE>
<CAPTION>
                                                Nine Months Ended September 30,
                                                          (in thousands)
                                                      2000             1999
                                                   -------------   -------------
<S>                                                <C>             <C>
Cash flow from operating activities
Net loss                                           $    (37,451)   $    (27,929)
Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation and amortization                        4,281           1,919
     Amortization of goodwill                             9,473               -
     Write-off of capitalized software costs              2,260               -
     Loss on disposition of fixed assets                    374               -
     Changes in operating assets and liabilities:
       Accounts receivable                                  687            (161)
       Inventories                                        2,975          (2,771)
       Prepaid expenses and other current assets            (78)              -
       Accounts payable                                  (4,578)            (44)
       Accrued liabilities                               (3,427)          3,986
       Deferred income                                     (190)              -
       Related party payable                              3,322               -
       Other, net                                            52            (790)
                                                   -------------   -------------
Net cash used in operating activities                   (22,300)        (25,790)

Cash flow from investing activities
Capital expenditures                                       (407)        (10,145)
                                                   -------------   -------------
Net cash used in investing activities                      (407)        (10,145)

Cash flow from financing activities
Capital contributed by USANi  LLC                        59,976          35,936
Stock options exercised                                     232               -
Repayment of bridge loan to USANi LLC                   (10,235)              -
                                                   -------------   -------------
Net cash provided by financing activities                49,973          35,936

Net increase in cash and cash equivalents                27,266               1
                                                   -------------   -------------
Cash and cash equivalents at beginning of period              9               3
                                                   =============   =============
Cash and cash equivalents at end of period         $     27,275    $          4
                                                   =============   =============
</TABLE>

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

                                       3

<PAGE>
                                Styleclick, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

Supplemental disclosure of non-cash transactions

In connection with the merger on July 27, 2000, Styleclick, Inc. (the "Company")
issued  7,725,592  shares of its  Class A common  stock to the  shareholders  of
Styleclick.com Inc. ("Old Styleclick").  Each former Old Styleclick  shareholder
received one share of the Company's Class A common stock for each Old Styleclick
common stock share owned on that date.

In  connection  with the merger on July 27,  2000,  the Company  issued  538,721
shares of its Class B common stock to USANi LLC in  consideration of $10 million
in advertising and promotion services to be provided by USAi to the Company over
a three-year period.

During the first nine months ended September 30, 2000 and 1999, the Company paid
no income taxes or interest.


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

                                       4

<PAGE>
                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

1. Organization and Basis of Presentation

Organization

Styleclick,  Inc. (the  "Company") was  incorporated in the State of Delaware on
March 22,  2000 as a  subsidiary  of USANi  LLC,  which is a  subsidiary  of USA
Networks,  Inc. ("USAi").  On July 27, 2000, USAi contributed  Internet Shopping
Network  LLC  ("ISN") to the  Company in  conjunction  with the  acquisition  of
Styleclick.com  Inc. ("Old  Styleclick") by the Company.  The  contribution  and
acquisition  was structured as a merger of ISN and Old Styleclick with separate,
wholly owned  subsidiaries of the Company.  The  contribution of ISN by USAi was
accounted for in the  accompanying  financial  statements in a manner similar to
the  pooling-of-interests  for business combinations due to the common ownership
of the Company and ISN. Accordingly, the assets and liabilities were transferred
to the Company at USANi LLC's historical cost for ISN's historical  balances and
operations. See Note 2 for more information about the merger.

Basis of Presentation

The interim Condensed Consolidated Financial Statements and Notes thereto of the
Company as of and for the three and nine months ended September 30, 2000 reflect
the Company's  acquisition  of Old  Styleclick on July 27, 2000. The results for
the three and nine months ended September 30, 1999 reflect only the consolidated
historical  financial  position and results of operations of ISN. Such Financial
Statements  and Notes thereto are  unaudited  and should be read in  conjunction
with the audited Internet  Shopping  Network LLC Financial  Statements and Notes
thereto for the twelve months ended December 31, 1999 presented in the Company's
Registration Statement on Form S-4.

Weighted  average basic and diluted  shares  outstanding  and earnings per share
data for the three and nine months ended  September 30, 1999 are presented as if
all  shares  issued  to  USAi  and  its  subsidiaries  in  consideration  of the
contribution of ISN were outstanding for these two periods.

In the opinion of the Company, all adjustments necessary for a fair presentation
of such Condensed  Consolidated  Financial  Statements have been included.  Such
adjustments  consist  of  normal  recurring  items.   Interim  results  are  not
necessarily  indicative  of  results  for a full  year.  The  interim  Condensed
Consolidated  Financial  Statements and Notes thereto are presented as permitted
by the Securities and Exchange Commission and do not contain certain information
included in the Company's audited  Consolidated  Financial  Statements and Notes
thereto.




                                       5
<PAGE>
                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

2. Merger of Old Styleclick and ISN

On July 27,  2000,  USAi and its  subsidiaries  contributed  ISN to the Company,
which  contribution  was  structured  as a merger  of ISN  with a  wholly  owned
subsidiary of the Company.  USAi received 0.601 shares of the Company's  Class B
common  stock,  and the  other  ISN  unitholders  received  0.601  shares of the
Company's  Class A  common  stock,  for each ISN  unit  owned on that  date.  In
addition,  USAi invested  approximately  $40 million in cash and will contribute
$10  million  in  dedicated  media.   Following  approval  of  Old  Styleclick's
shareholders,  Old Styleclick  was merged with a wholly owned  subsidiary of the
Company on July 27, 2000.  Each former Old Styleclick  shareholder  received one
share of the Company's Class A common stock for each Old Styleclick  share owned
on that date.

Holders  of the  Class A common  stock  are  entitled  to one vote per share and
holders  of the Class B common  stock  are  entitled  to ten  votes  per  share.
Subsequent  to the  acquisition  of Old  Styleclick,  USAi and its  subsidiaries
control  approximately  96%  of the  outstanding  total  voting  power  and  are
effectively able to control the outcome of nearly all matters  submitted to vote
of the Company's shareholders.

Following  the merger  transactions,  the Company owns and operates the combined
properties of Old Styleclick and ISN, which includes Old Styleclick's network of
branded  e-commerce  websites and ISN's First  Auction.com and  FirstJewelry.com
websites.

The  acquisition of Old Styleclick was accounted for as a purchase  transaction;
accordingly  the value of the net assets acquired was based on their fair market
value.  The  excess of the  acquisition  cost over the net assets  acquired  was
allocated to goodwill.  The results of operation of Old Styleclick were included
in the results of operations of the Company from the date of acquisition.

The following pro forma results of operations have been prepared to give effect,
with pro forma adjustments  including  amortization of goodwill at $14.2 million
per  quarter,  to the  merger of ISN and Old  Styleclick  for the three and nine
months ended September 30, 2000 and 1999:
<TABLE>
<CAPTION>
                                   Three Months              Nine Months
                               Ended September 30,       Ended September 30,
                                2000         1999         2000         1999
                             -----------  -----------  -----------  -----------
<S>                          <C>          <C>          <C>          <C>
Revenues                     $    5,291   $    7,447   $   19,444   $   26,641
Net loss                     $  (24,544)  $  (28,156)  $  (82,245)  $  (80,542)
Basic and diluted
  earnings per share         $    (0.79)  $    (0.91)  $    (2.66)  $    (2.60)

</TABLE>
                                       6
<PAGE>
                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

3. Goodwill


<TABLE>
<CAPTION>
The preliminary determination of the goodwill is set forth below:
<S>                                                                  <C>
Value of portion of Old Styleclick acquired in the merger            $121,781
Additional cash and promotional investment by USAi                     50,000
Fair value of outstanding "in the money options"
   and warrants of Old Styleclick                                      37,989
Transaction costs                                                       2,144
                                                                     --------
Total acquisition costs                                               211,914
Less: Net assets acquired                                              41,388
                                                                     --------
Goodwill                                                             $170,526
                                                                     ========
</TABLE>
The fair value of Old Styleclick was based on the fair value of $15.78 per share
times approximately 7.7 million shares outstanding. Fair value of the shares was
determined  by  taking  an  average  of the  opening  and  closing  price of Old
Styleclick  common  stock for the period just before and just after the terms of
the  transaction  were agreed to by the Company and Old Styleclick and announced
to the public.

$50  million  contributed  by USANi LLC  included  $40  million  in cash and $10
million in  advertising  and  promotion.  USAi and its  affiliates  will provide
promotional  time on its media  properties  over a  three-year  period  from the
closing of the merger.  Such promotion will be contributed to the Company at its
fair market value based on amounts charged to third parties.

Net assets acquired includes the net assets of Old Styleclick at the merger date
of $0.3 million, the $50 million of cash and promotion to be contributed by USAi
and USANi LLC,  offset by a total of $8 million  write-off  of Old  Styleclick's
assets and the $0.9 million that Old Styleclick paid to its investment  advisors
upon the closing of the merger. The write-off of assets,  including $4.7 million
deferred  royalties  ($0.6 million  under other current  assets and $4.1 million
under other assets),  $1.1 million capitalized software and $2.2 million prepaid
advertising  expense, was due to the fact that no revenues associated with these
two assets are expected after the merger based on the Company's business plan.

Goodwill is being amortized by the  straight-line  method over three years since
the merger date.

                                       7

<PAGE>
                                Styleclick, Inc.
                     Notes to Condensed Financial Statements
4. Revenue Recognition

Product Sales

Product  sales  primarily  consist  of  merchandise  sales,  software  licenses,
software  maintenance and shipping and handling revenues.  Merchandise sales are
reduced by  incentive  discounts  and sales  returns  to arrive at net  revenue.
Revenues are recognized upon shipment. The Company's sales policy allows jewelry
sold  over  the  FirstJewelry.com  website  to be  returned  at  the  customer's
discretion  within 30 days of the date of receipt  and  merchandise  sold on the
FirstAuction.com  website to be returned if it is damaged or defective within 30
days of the date of  receipt.  Allowances  for  returned  merchandise  and other
adjustments  are  provided  based upon past  experience.  The  Company  began to
classify  amounts  charged to customers  for shipping and handling as revenue in
the third quarter of 2000. All periods presented reflect this presentation.

Revenue related to software licenses is recorded net of estimated allowances and
returns at the time the  software is  delivered.  Software  maintenance  revenue
representing revenue generated from post contract customer support is recognized
on a straight-line basis over the term of the corresponding  contract,  which is
generally  twelve  months.

Service Revenues

Service revenues  primarily consist of revenues  generated from Internet website
development  and maintenance  and revenues  generated from Internet  application
services.  Revenues generated from Internet website  development and maintenance
are recognized based on the accomplishment of contractual milestones in a manner
that matches revenue with the related costs.  Generally,  the terms of contracts
are short term in nature (twelve months or less).

Revenues   generated  from  Internet   application   services   include  product
fulfillment  revenue and product referral revenue.  Product  fulfillment revenue
generated  from the  Company's  fulfillment  services  to its  on-line  shopping
Internet  website  participant  vendors is  recognized  based on a percentage of
gross revenues from the related  transactions  upon  notification of shipment of
the vendors' products by the Company's  fulfillment warehouse or the participant
vendors.  Product referral revenue  generated from referral of vendors' products
to Internet  consumers through the Company's on-line shopping Internet web-sites
is  recognized  based  on a  percentage  of  gross  revenues  from  the  related
transactions  based upon notification of the respective sales information by the
Company's  vendors,  the independent  Internet traffic tracking companies or the
Company's on-line tracking reports.

                                       8

<PAGE>

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

The  following  discussion  should  be read in  conjunction  with the  financial
statements  and the notes thereto  appearing  elsewhere in this Form 10-Q.  This
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  Our actual results may differ  materially from those anticipated
in these forward-looking  statements as a result of certain factors,  including,
but not limited to, those set forth below and elsewhere in this Form 10-Q.

General

On July 27, 2000,  Internet  Shopping  Network ("ISN") and  Styleclick.com  Inc.
("Old  Styleclick")  merged into the Company.  Following the merger, the Company
owns and operates the  combined  properties  of Old  Styleclick  and ISN,  which
include ISN's FirstAuction.com, FirstJewelry.com and Old Styleclick's network of
branded e-commerce web sites.

ISN is engaged in  electronic  commerce  business  transacted  over the Internet
through   its   two    websites,    FirstAuction.com    and    FirstJewelry.com.
FirstAuction.com  was  launched  in June  of 1997  and is an  online  real  time
diversified auction retailer.  FirstJewelry.com was launched in October 1999 and
is an online retailer of jewelry.

Old  Styleclick  is in the business of  developing,  marketing,  and  supporting
electronic commerce Internet websites and Internet-enabled applications based on
its  proprietary  technology  for content  management,  including  modeling  and
rendering technology.

Through  ISN and Old  Styleclick,  the  Company  sells  merchandise  directly to
consumers over the Internet and develops and sells services that allow companies
to engage in electronic  commerce over the  Internet.  For example,  the Company
develops and manages Internet websites for its business clients and provides its
business clients with the technological  platform to distribute products through
its  syndication  network.  The  Company  also  provides  merchandise  services,
fulfills  customer  orders and  supplies  customer  services.  Depending  on its
ongoing  evaluation of the prospects of its  operations,  including  alternative
uses of  capital  and  resources,  as  well as  general  economic  and  industry
conditions,  the Company  may decide to reduce the  marketing  costs  associated
with,  shift the focus of, dispose of or  substantially  reduce its interest in,
some or all of these  operations.  Any such  actions may cause a decrease in the
Company's anticipated revenue or net income.

Results of Operations

The results of  operations  discussed  below for the three and nine months ended
September 30, 2000 include Old Styleclick's  results of operations from the date
of  acquisition  (July 27, 2000) and for the results of operations for the three
and nine  months  ended  September  30,  1999  include  only  ISN's  results  of
operations

Comparison of Three Months Ended September 30, 2000 and 1999

Revenue and Gross Profit

For the three months ended  September 30, 2000,  net revenues  decreased by $1.5
million,  or 23%,  compared  to the  three  months  ended  September  30,  1999.
Merchandise  sales decreased $2.3 million primarily due to the decrease in sales
in the computer and consumer electronic  categories (less profitable  categories
away from which the Company is shifting its focus) in the third  quarter of 2000
as compared to the 1999  period.  The Company  continued to focus its sales upon

                                       9

<PAGE>

more profitable home and accessories  categories during the 3rd quarter of 2000.
As a result,  the sales from the less  profitable  categories were not yet fully
replaced  in the  2000  period.  The  decrease  in  merchandise  sales  was also
attributable to decreased  advertising during the 2000 period as compared to the
1999 period.  Such  decrease  was offset by a $0.8  million  increase in service
revenues generated by Old Styleclick after the merger. Gross profit increased by
$0.4 million  primarily  due to the $0.7 million  gross  margin  generated  from
service revenues.

Operating Costs and Expenses

For the three  months  ended  September  30,  2000,  total  operating  costs and
expenses  of $19  million  increased  by $9.3  million  or 96%  compared  to the
corresponding  period in 1999. The increase included a $9.5 million amortization
of goodwill  expense  recorded  in the third  quarter of 2000 due to the merger.
Excluding this amortization  expense, the operating costs and expenses were $0.2
million  less in the third  quarter of 2000 as compared  to the same  quarter in
1999. The decrease in selling and marketing  expense of $1.4 million  reflecting
reduced  spending  on  advertising   spending  on  the  First  Auction  site  in
anticipation of a re-launch  planned for late 2000.  General and  administrative
expenses  were $0.9 million  above those for the third quarter of 1999 due to an
increased   headcount  and  greater   recruiting   expenses  after  the  merger.
Depreciation  and  amortization  expense is $0.4  million  greater than the same
quarter in the prior year due to the  acquisition of Old Styleclick in the third
quarter of 2000.

For the quarter  ended  September  30,  2000,  net loss  increased by $9 million
compared to the quarter  ended  September  30, 1999 due to  increased  operating
expenses (primarily  amortization expense of goodwill) which offset higher gross
margins generated from service revenues.

As a limited  liability company in 1999, ISN was not subject to federal or state
income taxes. Instead, the LLC members of ISN were responsible for taxes related
to earnings attributable to each member.

In  conjunction  with the merger,  ISN became a  wholly-owned  subsidiary of the
Company. The Company is a "C" Corporation and consequently is now subject to tax
as a "C" Corporation.  The change in tax status has no significant impact on the
results of the  Company's  operations.  The Company  recorded no  provision  for
income  taxes in the third  quarter of 2000 due to net  operating  losses in the
quarter.

Comparison of Nine Months Ended September 30, 2000 and 1999

Revenue and Gross Profit

For the nine months ended  September  30, 2000,  net revenues  decreased by $3.9
million,  or  18%,  compared  to the  nine  months  ended  September  30,  1999.
Merchandise  sales decreased $4.7 million primarily due to the decrease in sales
in the computer and consumer electronic categories (less profitable  categories)
in the 2000 period as  compared to the 1999  period.  The Company  continued  to
focus its sales upon more profitable home and accessories  categories during the
2000 period. As a result, the sales from the less profitable categories were not
yet fully replaced in the 2000 period. The decrease was offset by a $0.8 million
increase in service revenues generated by Old Styleclick after the merger. Gross
profit  decreased by $0.1 million  primarily  due to the $0.9 million  inventory
expense which was recorded  during the second quarter to reduce the value of the
inventory to be sold through alternative distribution channels. The $0.9 million
expense  was  offset  by the  $0.7  million  gross  margin  generated  from  Old
Styleclick's service revenues after the merger.


                                       10
<PAGE>

Operating Costs and Expenses

For the nine months ended September 30, 2000, total operating costs and expenses
of $38 million  increased by $9.3  million or 33% compared to the  corresponding
period in 1999. The increase  included a $9.5 million  amortization  of goodwill
expense recorded in the third quarter of 2000 due to the merger.  Excluding this
amortization expense, the operating costs and expenses were $0.1 million less in
the  first  nine  months of 2000 as  compared  to the same  period in 1999.  The
decrease  in selling  and  marketing  expense of $3 million  reflecting  reduced
advertising  spending on the First Auction site in  anticipation  of a re-launch
planned for late 2000. Product  development costs decreased by $1 million due to
software  development  costs  related  to the  First  Jewelry  website  for  the
preliminary  project  stage which were  expensed  in the first  quarter of 1999.
General and administrative  expenses were $0.8 million lower than those incurred
during  the first nine  months of 1999 due to a reduced  average  headcount  and
lower recruiting  expenses.  The decreases were offset by the one-time write-off
during the second quarter of 2000 of capitalized  software costs of $2.3 million
related to an  accounting  software  package  and  electronic  data  interchange
software that management  determined  will not be  implemented.  The capitalized
software  products were not in use and have no realizable  value to the Company.
Depreciation  and  amortization  expense was $2.4 million higher than during the
first nine months of 1999 due to greater capital spending for hardware, software
and software development  primarily related to the First Jewelry.com website and
the acquisition of Old Styleclick.  In addition to the $2.3 million write-off of
capitalized  software costs, a $1 million expense related to restructuring costs
incurred  in the first  nine  months  of 2000 was also  recorded  as a  one-time
charge.

For the nine months ended  September 30, 2000,  net loss  increased $9.5 million
primarily due to increased operating expenses (primarily amortization expense of
goodwill and the write-off of capitalized  software  costs) and the write-off of
inventory.

As a limited  liability company in 1999, ISN was not subject to federal or state
income taxes. Instead, the LLC members of ISN were responsible for taxes related
to earnings attributable to each member.

In  conjunction  with the merger,  ISN became a  wholly-owned  subsidiary of the
Company. The Company is a "C" Corporation and consequently is now subject to tax
as a "C" Corporation.  The change in tax status has no significant impact on the
results of the  Company's  operations.  The Company  recorded no  provision  for
income taxes in the first nine months of 2000 due to net operating losses in the
third quarter of 2000.

Liquidity and Capital Resources

Net cash used in operating activities was $22.3 million, which net use primarily
resulted from the $37.5 million  operating loss and the $8 million payments made
by the Company on its accounts  payable and accrued  liabilities  since December
31, 1999.  Such  operating  loss and cash  payments were offset by a decrease in
inventories  ($3 million),  an increase in related party payable ($3.3  million)
and three non-cash expense items:  depreciation and amortization ($4.3 million),
amortization  of goodwill  ($9.5  million) and the  write-off  of the  Company's
capitalized software costs ($2.3 million). Additionally, cash used in connection
with in investing  activities for capital  expenditures  was $0.4 million during
the first nine months of 2000. Finally,  USAi made capital  contributions of $60
million in the first nine months of 2000,  of which $40 million was  contributed
related  to the  merger  of ISN and Old  Styleclick  on July  27,  2000.  Of $40
million,  $10.2  million was repaid to USAi for the  previously  advanced to Old
Styleclick under a bridge loan.

                                       11

<PAGE>

The Company's  management  anticipates that cash on hand should be sufficient to
fund the Company's  operating  activities through at least the second quarter of
2001.  However,  the  Company  does  not  currently  anticipate  that it will be
profitable  nor generate  positive cash flow through the second quarter of 2001.
Consequently, the Company may seek to obtain additional funding during 2001. The
Company's management anticipates that new funding, if any, could be generated by
either the sale of additional  common stock,  exercise of media warrants by USAi
or a  combination  of both.  Should the Company be unable to obtain any required
funding,  it may be necessary to reduce the level of its  operations,  including
reducing headcount,  substantially reducing its product development  initiatives
and cutting back on its sales and marketing  efforts.  The Company's  management
believes that taking such actions would adversely  affect the Company's  ability
to carry out its business plan and achieve profitability.

Forward-Looking Information

Certain   statements   in  this  Section  and   elsewhere  in  this  report  are
forward-looking  in nature and  relate to trends and events  that may affect the
Company's future financial position and operating  results.  Such statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "believe," "expect,"  "anticipate,"  "intend," and
"project"   and  similar   words  or   expressions   are  intended  to  identify
forward-looking  statements.  These statements speak only as of the date of this
report.  The  statements  are  based on  current  expectations,  are  inherently
uncertain,  are subject to risks,  and should be reviewed with  caution.  Actual
results and experience may differ materially from the forward-looking statements
as a result of many  factors,  including  changes in economic  conditions in the
markets  served by the  Company,  increasing  competition,  fluctuations  in raw
materials and energy prices, and other unanticipated  events and conditions.  It
is not possible to foresee or identify all such  factors.  The Company  makes no
commitment  to update any  forward-looking  statement  or to disclose any facts,
events,  or circumstances  after the date hereof that may affect the accuracy of
any forward-looking statement.

                                       12

<PAGE>


Item 3.   Quantitative and Qualitative Disclosure of Market Risk

          There have been no material  changes in reported  market risks related
          to the Company's  financial  instruments since the Company's filing if
          its Form S-4 registration statement.

                                       13
<PAGE>
                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

          In February 1999, Internet Shopping Network LLC ("ISN") filed a demand
          for  arbitration  against  former ISN President Kirk Loevner under the
          terms of the  arbitration  provision in his employment  agreement.  In
          response,  Loevner filed a complaint against ISN in Superior Court for
          Santa Clara  County,  California.  The Superior  Court  decided not to
          enforce  the  arbitration   provision  of  Mr.  Loevner's   employment
          agreement,  and  the  court's  ruling  is  currently  on  appeal.  Mr.
          Loevner's  employment  with ISN  ceased in August  1998.  Mr.  Loevner
          alleges  that ISN  breached  his  employment  agreement  and its stock
          option plan. He is seeking  declaratory  relief that he did not breach
          his  employment   agreement  by  accepting  employment  with  FreeShop
          International,  Inc. and,  consequently,  that his options for 250,000
          shares of ISN's predecessor,  Internet Shopping Network, Inc. (with an
          exercise  price of $1.75 per ISN class B unit) are  entitled  to vest.
          Additionally,  Mr.  Loevner is seeking  penalties and  attorneys  fees
          under the California Labor Code.

          In the ordinary course of business,  the Company is engaged in various
          other lawsuits. In the opinion of management,  the ultimate outcome of
          the  various  lawsuits  should  not  have  a  material  impact  on the
          liquidity,  results  of  operations  or  financial  condition  of  the
          Company.

Item 2.   Changes in Securities and Use of Proceeds

          None.

Item 3.   Defaults Upon Senior Securities

          None.

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

          None.

Item 5.   Other Information

          During the third quarter the  employment  of the Company's  president,
          Bill Lane, terminated.


                                       14

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               10.1 Facilities  lease  dated May 30,  2000  between  W9/WLA Real
                    Estate Limited Partnership,  as Landlord, and Registrant, as
                    lessee.1

               27.1 Financial Data Schedule.1

          (b)  Reports on Form 8-K

               On August 11, 2000,  the Company  filed a report on Form 8-K. The
               items  reported  were Item 2 -  "Acquisition  or  disposition  of
               Assets." Item 7(a) - "Financial Statements of Businesses."

               On October 10, 2000, the Company filed an amendment to the report
               on Form 8-K filed on August 11,  2000.  The items  reported  were
               Item 2 -  "Acquisition  or  Disposition  of Assets,"  Item 7(a) -
               "Financial  Statements  of  Business  Acquired"  and Item  7(c) -
               "Exhibits."

               On October 23, 2000,  the Company filed a report on Form 8-K. The
               item reported was Item 7 - "Financial Statements and Exhibits."

               On October 25, 2000,  the Company filed a report on Form 8-K. The
               item reported was Item 9 - "Regulation FD Disclosure."


--------
1   This exhibit is being filed electronically in the electronic format
    specified by EDGAR.

                                       15

<PAGE>
                                    SIGNATURE

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                       Styleclick, Inc.


Date: November 7, 2000                 By: /s/  MAURIZIO VECCHIONE
                                          ------------------------------------
                                           Maurizio Vecchione
                                           Chief Executive Officer

                                           /s/  BARRY HALL
                                          ------------------------------------
                                           Barry Hall
                                           Chief Financial Officer


                                       16

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number                     Description

  10.1            Facilities lease dated May 30, 2000 between W9/WLA Real Estate
                  Limited Partnership, as Landlord, and Registrant, as lessee.1

  27.1            Financial Data Schedule.1


--------
1   This exhibit is being filed electronically in the electronic format
    specified by EDGAR.


                                       17