<PAGE>

                                  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, 2001

                                       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)

111 E. Wacker Dr. Chicago, IL                              60601
-----------------------------                   ----------------------------
 (Address of principal executive offices)               (Zip Code)

                                 (312) 856-1081
              ----------------------------------------------------
              (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
September 30, 2001, was:

                  Class A common stock                 8,980,124*
                  Class B common stock                23,039,706
                                                     ------------
                                                      32,019,830
                                                     ============

*Includes 1,000,000 shares of restricted stock subject to vesting. Only Class A
common stock is publicly traded.

<PAGE>

                          PART I. FINANCIAL INFORMATION

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

                                Styleclick, Inc.
                            Condensed Balance Sheets
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                           September    December
                                                                           30, 2001     31, 2000
                                                                          ----------   ----------
                                                                         (Unaudited)
<S>                                                                       <C>          <C>
ASSETS
Current assets:
   Cash and cash equivalents                                              $     470    $  16,201
   Accounts receivable, net of allowance of $158 and $700, respectively          37          891
   Inventories, net                                                           1,096        7,057
   Deferred advertising and promotion                                         3,000        3,657
   Prepaid expenses and other current assets                                    655          627
   Due from related parties                                                     625           --
                                                                          ----------   ----------
Total current assets                                                          5,883       28,433
Property and equipment, net of accumulated depreciation
   of $5,973 and $13,238, respectively                                        3,709       13,947
Goodwill, net                                                                    --        1,000
Deferred advertising and promotion, non-current                               7,000        8,315
Other assets                                                                     46           75
                                                                          ----------   ----------
   Total assets                                                           $  16,638    $  51,320
                                                                          ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                       $   1,612    $   2,754
   Accrued liabilities                                                        2,717        2,291
   Deferred income                                                               --          177
   Due to related parties                                                     8,453        4,171
                                                                          ----------   ----------
Total current liabilities                                                    12,782        9,393

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, 150,000,000
   shares authorized, 8,980,124 and 7,975,053 issued
   and outstanding, respectively                                                 90           80
   Class B common stock--$0.01 par value, 112,500,000
   shares authorized, 23,039,706 issued and outstanding                         230          230
   Deferred employee compensation                                              (956)          --
   Additional paid in capital                                               336,680      335,582
Accumulated deficit                                                        (332,188)    (293,965)
                                                                          ----------   ----------
Total stockholders' equity                                                    3,856       41,927
                                                                          ----------   ----------
Total liabilities and stockholders' equity                                $  16,638    $  51,320
                                                                          ==========   ==========
</TABLE>

                See accompanying notes to financial statements.

                                       1
<PAGE>

<TABLE>
                                          Styleclick, Inc.
                                 Condensed Statements of Operations
                                             (Unaudited)

<CAPTION>
                                                       Three Months Ended Sept 30,     Nine Months Ended Sept 30,
                                                          2001             2000           2001             2000
                                                      -------------   -------------   -------------   -------------
                                                                    (in thousands, except share data)

<S>                                                   <C>             <C>             <C>             <C>
Net revenues
 Product sales                                        $          9    $      4,351    $      4,060    $     14,677
 Service revenues                                              892             796           3,299             796
                                                      -------------   -------------   -------------   -------------
                                                               901           5,147           7,359          15,473

Cost of sales
 Product sales                                                  --           4,246           7,444          14,834
 Service revenues                                              403              28           2,307              28
                                                      -------------   -------------   -------------   -------------
                                                                 0           4,274           9,751          14,862

Gross profit (loss)                                            498             873          (2,392)            611

Operating costs and expenses:
 Selling and marketing                                          85           1,066             969           4,924
 Product development costs                                   1,438           1,287           4,917           3,335
 General and administrative                                    785           5,810           9,875          13,720
 Write-off of capitalized software costs                        --              --             878           2,260
 Write-off of deferred advertising and promotion                --              --           1,972              --
 Depreciation                                                1,017           1,399           4,066           4,281
 Amortization of goodwill                                       --           9,473              97           9,473
 Restructuring charges                                       2,727              --          13,279              --
                                                      -------------   -------------   -------------   -------------
                Total operating costs and expenses           6,052          19,035          36,053          37,993
                                                      -------------   -------------   -------------   -------------
Operating loss                                              (5,554)        (18,162)        (38,445)        (37,382)
Other income, net                                              (13)            (70)            222             (69)
                                                      -------------   -------------   -------------   -------------
Net loss                                                    (5,567)   $    (18,232)        (38,223)   $    (37,451)
                                                      =============   =============   =============   =============

Basic and diluted loss per share                      $      (0.17)   $      (0.65)   $      (1.19)   $      (1.63)
                                                      =============   =============   =============   =============

Basic and diluted weighted average common
shares outstanding                                      32,019,830      27,892,127      32,019,830      22,964,672
                                                      =============   =============   =============   =============

                           See accompanying notes to financial statements.

                                                 2
</TABLE>
<PAGE>

                                Styleclick, Inc.
                       Condensed Statements of Cash Flows
                                   (Unaudited)

                                                              Nine Months Ended
                                                                September 30,
                                                               (in thousands)
                                                             2001        2000
                                                           ---------   ---------
CASH FLOW FROM OPERATING ACTIVITIES
Net loss                                                   $(38,223)   $(37,451)
Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation and amortization                            4,066       4,281
     Amortization and Write-off of goodwill                   1,000       9,473
     Write-off of capitalized software costs                  6,961       2,260
     Write-off of deferred advertising and promotion          1,972          --
     Loss on disposition of fixed assets                      1,562         374
     Amortization of deferred compensation                      129          --
     Changes in operating assets and liabilities:
       Accounts receivable                                      854         687
       Inventories                                            5,961       2,975
       Prepaid expenses and other current assets             (1,333)        (78)
       Accounts payable                                      (1,142)     (4,578)
       Deferred income                                         (177)       (190)
       Due to related parties                                 3,657       3,322
       Accrued liabilities                                      426      (3,427)
       Other, net                                             1,344          52
                                                           ---------   ---------
Net cash used in operating activities                       (12,943)    (22,300)

CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditures                                         (2,801)       (407)
                                                           ---------   ---------
Net cash used in investing activities                        (2,801)       (350)

CASH FLOW FROM FINANCING ACTIVITIES
Repayment of bridge loan to USAi                                        (10,235)
Stock options exercised                                                     232
Proceeds from issuance of common stock                           13          --
Capital contributed by USANi  LLC                                --      59,976
                                                           ---------   ---------
Net cash provided by financing activities                        13      49,973

Net decrease in cash and cash equivalents                   (15,731)     27,266
                                                           ---------   ---------
Cash and cash equivalents at beginning of period             16,201           9
                                                           ---------   ---------
Cash and cash equivalents at end of period                 $    470    $ 27,275
                                                           =========   =========

                 See accompanying notes to financial statements.

                                       3
<PAGE>

                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

1. BASIS OF PRESENTATION: RECENT ACCOUNTING PRONOUNCEMENTS
                          --------------------------------

         The accompanying unaudited condensed financial statements of
Styleclick, Inc. ("Styleclick") have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included. These adjustments consisted of
normal recurring accruals with the exception of $2.7 million and $10.6 million
restructuring charges recorded based on Styleclick's restructuring plan in the
third and second quarters respectively. Operating results for the three-month
and nine-month periods ending September 30, 2001 are not necessarily indicative
of the results that may be expected for the year ended December 31, 2001 or any
future periods.

         The balance sheet at December 31, 2000 was derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

         For further information, refer to Styleclick's Annual Report on Form
10-K for the year ended December 31, 2000 filed with the Securities and Exchange
Commission ("SEC") on April 2, 2001.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

         In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, "Business Combinations,"
effective June 30, 2001, and No. 142, "Goodwill and Other Intangible Assets,"
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements. Other intangible assets will continue to be amortized over
their useful lives.

         The company plans to adopt the new rules on accounting for goodwill and
other intangible assets beginning in the first quarter of 2002. During or by
2002, Styleclick will perform the first of the required impairment tests for
goodwill and indefinite lived intangible assets recorded at January 1, 2002.
Styleclick does not expect that these tests will have any effect on the results
of operations and financial position of Styleclick.


2. NEW ORGANIZATION

         In March 2001, Styleclick announced certain changes including a new
company organization designed to advance its offering of scalable commerce
services. The announcement included disclosure of Styleclick's purchase, as part
of a liquidation, of certain assets formerly held by MVP.com, Inc. ("MVP.com"),
a former provider of e-commerce services located in Chicago, Illinois, including
the hardware and proprietary software comprising its technology platform. In May
of 2001 as part of the Styleclick restructuring plan the company began to
transition all web site development and operations to the former MVP.com
platform. The transition is now complete.

                                       4
<PAGE>

3. RESTRUCTURING

         On May 14, 2001, Styleclick announced several changes to its operations
including the consolidation of its operations at its Chicago site, the closing
of the FirstAuction.com website, and the signing of a services agreement with
USA Electronic Commerce Solutions L.L.C. ("ECS"). ECS is a wholly-owned
subsidiary of Styleclick's majority shareholder, USA Networks, Inc. ("USAi")

         Following Styleclick's acquisition of the technology platform formerly
owned by MVP.com, Styleclick operated in Los Angeles and Chicago, with distinct
technology platforms at each location. The consolidation of all operations at
Styleclick's Chicago offices is now complete, and operations at Styleclick's Los
Angeles premises are now closed.

         All of Styleclick's operations are now focused on its core business
model: enabling e-commerce for third parties.

         In May 2001, Styleclick entered into a services agreement with ECS.
Pursuant to the services agreement, ECS will provide certain merchandising,
business operations and financial services to Styleclick at cost. As of
September 30, 2001 all these functions have been transitioned to ECS pursuant to
the services agreement. Also pursuant to the services agreement, ECS has agreed
to use its reasonable efforts, as determined by ECS, to engage Styleclick to
provide to ECS's non-affiliated customers technological services of the type
provided by Styleclick to third parties to the extent that Styleclick has the
capacity to provide such services itself in a timely manner. Compensation to be
paid to Styleclick in respect of such services shall be negotiated by the
parties in good faith prior to Styleclick's engagement. However, Styleclick
cannot be certain that ECS will use Styleclick's services in any particular
instance or at all.

         In conjunction with the restructuring announced by Styleclick in May
2001, Styleclick incurred $10.6 million of restructuring expenses during the
second quarter of 2001. In addition, Styleclick incurred $2.7 million in
restructuring expense in the third quarter ended September 30, 2001 which
consisted primarily of the disposition of fixed assets that are not compatible
with the new platform. $1.65 million of accrued expenses related to the
restructuring remains in the September 30, 2001 balance sheet.

4. RELATED PARTY TRANSACTIONS

         In connection with the new company organization, Styleclick received a
revolving line of credit for $15 million from USAi. The term of the credit line
is 18 months and carries an interest rate of USAi's average blended cost of
borrowing. The credit line can be drawn against only with the approval of
Styleclick's Board of Directors. As of September 30, 2001, Styleclick had
borrowed $8 million against this line of credit. The actual interest charged to
Styleclick is currently libor plus .75%.

         During the three months ending September 30, 2001, ECS accounted for
$.78 million of Styleclick's services revenue.

5. LITIGATION

LOEVNER

         Internet Shopping Network, LLC ("ISN"), a wholly-owned subsidiary of
Styleclick, is a party to arbitration in the State of Florida with respect to
certain claims by ISN's former CEO and president, Kirk Loevner, following the
termination of his employment. Mr. Loevner claims entitlement to options on

                                       5
<PAGE>

250,000 shares of stock of Internet Shopping Network, Inc., among other claims.
Mr. Loevner seeks damages which, if awarded, would have a material adverse
effect on Styleclick. Styleclick is vigorously defending against the
allegations, but can give no assurances that it will not incur material damages
in connection therewith.

FREEDMANS

         In the previously reported claims filed by each of Lee Freedman and
Joyce Freedman with the State Labor Commissioner of the State of California, the
following matters have occurred since Styleclick's last disclosure in
Styleclick's Quarterly Report on Form 10-Q filed with the SEC on August 14,
2001: on October 4, 2001, the Office of the State Labor Commissioner of the
State of California dismissed the Freedmans' claims without prejudice.

                                       6
<PAGE>

                                Styleclick, Inc.
                     Notes to Condensed Financial Statements

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

         Styleclick, Inc. is a provider of electronic commerce (e-commerce)
technologies and services enabling its customers to sell their products online.
Styleclick's offerings include website design, development and hosting, product
imaging, online sales and merchandising technologies.

         Recent changes in Styleclick's business model make the prediction of
future operating results difficult, although Styleclick expects to incur net
losses for the foreseeable future. As part of its evolving strategy, Styleclick
may decide to reduce development and marketing costs associated with, shift the
focus of, or substantially reduce its interest in, some or all of its
operations, which may cause a decrease in Styleclick's anticipated revenue or
net income. Styleclick intends to continue to explore ways to reduce expenses
and increase efficiencies.

         During the three months ended September 30, 2001, the majority, or
87.5% of Styleclick's revenues came from ECS as a customer of Styleclick with
respect to Styleclick's provision of services to three of ECS's customers:
NASCAR, CBS/Sportsline and PGA Tour. While Styleclick continues to seek
opportunities with additional third party customers, in addition to seeking
opportunities to expand Styleclick's role as a vendor to ECS for services
provided to ECS's customers, Styleclick is dependent on, and may become
increasingly dependent upon, ECS's ability to sell services, including the
services provided by Styleclick, to ECS's existing and future customers. Because
ECS engages the services of Styleclick on a project-by-project basis and is
under no obligation, contractual or otherwise, to engage such services in the
future, except as described in the following sentence, Styleclick cannot be
certain that ECS will continue to use Styleclick's services at the level
anticipated by Styleclick or at all. Pursuant to the services agreement between
ECS and Styleclick, ECS has agreed to use its reasonable efforts, as determined
by ECS, to engage Styleclick to provide to ECS's non-affiliated customers
technological services of the type provided by Styleclick to third parties to
the extent that Styleclick has the capacity to provide such services itself in a
timely manner. ECS's inability to achieve anticipated sales levels, or its
decision not to utilize the services of Styleclick, could have a material
adverse effect on Styleclick's business, financial condition and results of
operations.

         In connection with its increased focus on its e-commerce service
provider business, Styleclick has closed down its only two retail websites,
FirstJewelry.com (in March 2001) and FirstAuction.com (in May 2001) and is in
the process of selling its inventory on hand through liquidation channels.

                                       7
<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

REVENUE AND GROSS PROFIT (LOSS)

         Net revenues decreased by $4.2 million, or 83%, to $.9 million for the
three months ended September 30, 2001, from $5.1 million for the three months
ended September 30, 2000. This decrease is primarily attributable to the
decrease of $4.3 in merchandise sales. The decrease in merchandise sales is
primarily due to Styleclick's transitioning out of the business-to-consumer
market in the 2001 period.

         Gross profit decreased $.4 million for the three month periods ended
September 30, 2001 and 2000, primarily due to the reduction in merchandise
sales.

OPERATING COSTS AND EXPENSES

         Total operating costs and expenses decreased by $13.0 million, or 68%,
to $6.1 million for the three months ended September 30, 2001, from $19 million
for the corresponding period in 2000. The decrease is primarily due to the $5.0
million decrease in general and administrative expenses, the $1.0 million
decrease in selling and marketing expenses and the $.4 million decrease in
depreciation expense, as well as the $9.4 million decrease in amortization of
goodwill, offset by the $2.7 million increase in restructuring costs. The
reduction in general and administrative expenses is primarily due to the
reduction of headcount, the transfer of Styleclick's e-commerce services to the
technology platform formerly owned by MVP.com and the relocation of business
operations from Styleclick's former premises in Los Angeles to its Chicago
offices. The reduction in selling and marketing expenses is primarily due to the
transition from merchandise sales to a fee for services model. The reduction in
depreciation expense is primarily due to the disposal of assets related to the
restructuring. The restructuring costs are associated with Styleclick's
announced restructuring plan in the 2001 period, whereas no such expenses
occurred in the 2000 period. The restructuring costs include a $2.65 million
loss on disposition of fixed assets, and a $.35 million write-off of office
expenses related to the future termination of office lease agreements and
remaining severance payments to separated employees.

         Net loss decreased by $12.7 million, or 70%, to $5.5 million for the
three months ended September 30, 2001, from $18.2 million for the three months
ended September 30, 2000, primarily due to decreased operating expenses.

         Styleclick recorded no provision for income taxes during the three
months ended September 30, 2001 and 2000 due to net operating losses in both
periods.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

REVENUE AND GROSS LOSS

         Net revenues decreased by $8.1 million, or 53%, to $7.4 million for the
nine months ended September 30, 2001, from $15.5 million for the corresponding

                                       8
<PAGE>

period in 2000. The decrease is primarily due to the $12.7 million decrease in
merchandise sales, offset by the $2.5 million increase in service revenues . The
decrease in merchandise sales is primarily due to Styleclick's transitioning out
of the business-to-consumer market in the 2001 period.

         Gross loss increased by $3 million to $2.4 million for the nine-month
period ended September 30, 2001 from a gross profit of $.6 million in the
corresponding period in 2000. The increase is primarily due to a $3.4 million
loss increase from merchandise sales, offset by a $1 million gross profit
generated from Styleclick's service revenues.

OPERATING COSTS AND EXPENSES

         Total operating costs and expenses increased by $1.8 million, to $36
million for the nine months ended September 30, 2001, from $38 million for the
corresponding period in 2000. The increase is primarily due to the $13.3 million
of restructuring costs and the $3.8 million increase in product development
costs, offset by the $4.0 million decrease in selling and marketing expenses and
the $3.8 million decrease in general and administrative expenses, as well as the
$9.4 million decrease in amortization of goodwill. The restructuring expenses
are associated with Styleclick's announced restructuring plan in the 2001 period
whereas no such expenses occurred in the 2000 period. The write-off of
capitalized software decreased $1.4 million in the 2001 period compared to the
2000 period. The increase included $13.3 million of restructuring expenses
associated with Styleclick's announced restructuring plan in the 2001 period
whereas no such expenses occurred in the 2000 period.

         During the nine months ended September 30, 2001, Styleclick executed
its exit plan related to the company's restructuring from merchandise sales to
providing fee based e-commerce services. The exit plan included the shut down of
all west coast operations which included all merchandise sales related web
sites, the closing of two physical properties in Los Angeles, the termination of
all Los Angeles employees, and the transition of all operations to Styleclick
Chicago. The $13.3 million restructuring expenses includes a $3.4 million
write-off of capitalized software development costs, a $4.2 million disposition
of fixed assets (primarily leasehold improvements and obsolete equipment), a
$1.6 million accrued office lease expense related to the future termination of
office lease agreements, a $2.8 million employee termination expense, a $0.9
million write-off of goodwill and a total of $0.4 million expense primarily
related to the termination of several existing business contracts. To date,
$1.65 million related to the restructuring are accrued and will be applied as
incurred. The increase in product development costs is primarily due to an
increased headcount in the first six months of the nine-month period ended
September 30, 2001 as compared to the 2000 period. The decrease in selling and
marketing expense reflected Styleclick's reduced spending on advertising of
Styleclick's Internet shopping websites, which are now closed. The decrease in
general and administrative costs are directly related to the reduction in
headcount and the relocation of business activity to the former MVP.com platform
in Chicago, as well as the transition related to the services agreement signed
on May 14, 2001 with USA Electronic Commerce Solutions LLC.

         Net loss increased by $.8 million, or 2%, to $38.2 million for the nine
months ended September 30, 2001, from $37.4 million in the corresponding period
in 2000, primarily due to the decreased costs of operations offset by
restructuring expenses.

         Styleclick recorded no provision for income taxes during the nine
months ended September 30, 2001 and 2000 due to net operating losses in both
periods.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         At September 30, 2001, Styleclick had cash and cash equivalents of $.5
million.

         Net cash used in operating activities was $12.9 million during the nine
months ended September 30, 2001, which resulted primarily from the $38.2 million
operating loss and the $2.5 million payments made by Styleclick on its prepaid
expense accounts and accounts payable. Such operating loss and cash payments
were offset by a decrease in accounts receivable ($0.9 million), a decrease in
inventories ($6.0 million), a decrease in other asset accounts ($1.3 million),
an increase in accrued liabilities ($4.1 million) and five non-cash expense
items: depreciation and amortization ($4.1 million), the write-off of
capitalized software costs and disposal of fixed assets of ($8.5 million), the
write-off of goodwill ($0.9 million), the write-off of deferred advertising and
promotion ($2.0 million). Additionally, cash used in connection with investing
activities for capital expenditures was $2.8 million in the first nine months of
2001.

         In March 2001, Styleclick received a revolving line of credit for $15
million from USAi. The term of the credit line is 18 months and carries an
interest rate of USAi's average blended cost of borrowing. The credit line can
be drawn against only with the approval of Styleclick's Board of Directors. As
of September 30, 2001, Styleclick had borrowed $8 million against this line of
credit.

         During the third quarter of 2001, Styleclick incurred an additional
$2.7 million of restructuring expenses. These expenses are expected to be
non-recurring. As such, it is anticipated that Styleclick's operating expenses
will be significantly lower in the foreseeable future.

         Styleclick has experienced significant operating losses and used
significant cash in operations in the past two years. In addition, as part of
Styleclick's purchase of the technology platform formerly held by MVP.com and
the hiring of certain former employees of MVP.com, Styleclick has made a
business decision to expend certain resources. These include, but are not
limited to, salaries, operating expenses, technology development costs and
capital expenditures. While the specific amount of such expenditures are not
fully known at this time, Styleclick believes that cash on hand plus the credit
line should be sufficient to fund its operating activities through at least the
third quarter of 2002. Styleclick does not currently anticipate that it will be
profitable or generate positive cash flow during 2001. Consequently, Styleclick
intends to focus on generating revenues without the necessity of reducing
expenses and other actions to achieve a positive cash flow as quickly as
possible. However, if Styleclick does not achieve these goals it may require
additional capital at an earlier date. USAi is under no obligation to provide
additional capital, and Styleclick cannot ensure that it will be able to obtain
additional capital on favorable terms or at all.

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
Styleclick'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: Styleclick's lack of profitability and
anticipation of continued losses; Styleclick's evolving business model, which
makes the prediction of future operating results difficult; Styleclick's
reliance on ECS; uncertainty surrounding the performance of the Chicago

                                       10
<PAGE>

technology platform, due to its recent acquisition by Styleclick; control of
Styleclick by USA Networks, Inc.; the potential for conflicts of interest
between the Styleclick and USA Networks, Inc. and its affiliates, including USA
Electronic Commerce Solutions, LLC; possible future sales of Styleclick's
securities by USA Networks, Inc.; Styleclick's future capital needs and the
uncertainty of additional financing; the unpredictability and potential
fluctuations in future revenues and operating results; the fact that Styleclick
competes in new and emerging markets; and Styleclick's dependence on the
continued growth of online commerce. It is not possible to foresee or identify
all such factors. Styleclick 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.

Item 3. Quantitative and Qualitative Disclosure of Market Risk
        ------------------------------------------------------


[None]

                                       11
<PAGE>

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings
        -----------------

         Styleclick is from time to time party to various legal proceedings
arising in the ordinary course of it s business.

LOEVNER

         In the previously reported matter regarding Internet Shopping Network
LLC ("ISN") and its former ISN President Kirk Loevner, the following matters
have occurred since Styleclick's last disclosure in Styleclick's Quarterly
Report on Form 10-Q filed with the SEC on August 14, 2001: Loevner has responded
to the orders compelling arbitration by filing counterclaims against ISN and
others in the arbitration proceeding that ISN had previously initiated before
the American Arbitration Association. As against ISN, Loevner has asserted
claims for: declaratory relief that he has vested in the options and that ISN
has violated the California Labor Code; breach of the option agreement (for
which he purports to have been damaged in an estimated amount of more than
$10,000,000); breach of employment agreement; conversion; fraud; and securities
fraud. He seeks declaratory relief, compensatory damages, penalties under the
Labor Code, punitive damages, attorney's fees and costs. While an arbitration
date for in or about February 2003 has tentatively been discussed amongst the
parties and the arbitrator, the arbitration hearing date has not been confirmed.
Styleclick is vigorously defending against the allegations, but can give no
assurances that it will not incur material damages in connection therewith.

Freedman

         In the previously reported claims filed by each of Lee Freedman and
Joyce Freedman with the State Labor Commissioner of the State of California, the
following matters have occurred since Styleclick's last disclosure in
Styleclick's Quarterly Report on Form 10-Q filed with the SEC on August 14,
2001: on October 4, 2001, the Office of the State Labor Commissioner of the
State of California dismissed the Freedmans' claims without prejudice.



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

         None.

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

                                       12
<PAGE>

         (a) Exhibits

 ------------ ----------------------------------------------------- --------
 Exhibit No.   Exhibit Title                                         Notes
 ------------ ----------------------------------------------------- --------

 10.1         Credit Agreement between USA Networks, Inc. and
              Styleclick, Inc., dated July 27, 2001.
 ------------ ----------------------------------------------------- --------


         (b) Reports on Form 8-K

         On July 25, 2001, Styleclick filed a Current Report on Form 8-K. The
items reported were Item 5 - "Other Events" and Item 7(c) - "Exhibits".

                                       13
<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 13, 2001                       By: /s/  LISA BROWN
                                                  ------------------------------
                                                  Lisa Brown
                                                  Chief Executive Officer
                                                  (Principle Executive Officer)

                                                  /s/  Robert Halper
                                                  ------------------------------
                                                  Robert Halper
                                                  Chief Financial Officer
                                                  (Principle Financial and
                                                   Accounting Officer)

                                       14