<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-K/A

                               Amendment No. 1 to
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
                    For the fiscal year ended March 31, 2001

                         Commission file number 0-26395

                            SALON MEDIA GROUP, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                             94-3228750
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)

                          22 Fourth Street, 16th Floor
                            San Francisco, CA 94103
                    (Address of principal executive offices)
                                ________________

                                 (415) 645-9200
              (Registrant's telephone number, including area code)


          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]

The aggregate market value of registrant's voting stock held by non-affiliates
of registrant, based upon the closing sale price of the Common Stock on July 17,
2001 as reported on the Nasdaq National Market, was approximately $883,263.
Shares of Common Stock held by each officer, director and holder of 5% or more
of the outstanding Common Stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

Outstanding shares of the Registrant's Common Stock, par value $0.001 per share,
on July 17, 2001 was 14,155,276 shares.

This Amendment contains 10 pages.

================================================================================

                                       1
<PAGE>

                                  FORM 10-K/A

     The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ending March 31, 2001 to include the
Part III information set forth herein:

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Executive Officers and Directors

     Salon's executive officers and directors as of March 31, 2001 are as
follows:

<TABLE>
<CAPTION>
Name                                        Age           Position
------------------------------------    ---------        -------------------------------------------------------------
<S>                                       <C>              <C>
Michael O'Donnell                           37            Chief Executive Officer, President
David Talbot                                49            Chairman of the Board, Editor-in-Chief
Robert O'Callahan                           50            Chief Financial Officer, Treasurer and Secretary
Scott Rosenberg                             41            Senior Vice President, Editorial Operations
Patrick Hurley                              39            Senior Vice President, Business Operations
Leonardo Mondadori                          54            Director
Norman Lear                                 78            Director
Brian Dougherty(1)                          44            Director
Jim Rosenfield(2)                           71            Director
Gary Adelson(3)                             48            Director
</TABLE>
(1)  Member of Audit Committee as of March 31, 2001.
(2)  Member of Compensation Committee as of March 31, 2001.
(3)  Member of the Audit Committee as of March 31, 2001. Resigned from the Board
     in July 2001.

     Michael O'Donnell has served as Salon's President since December 1996. He
became Chief Executive Officer in April 1999. In 1996, he served as Vice
President of Sales and Merchandising at SegaSoft, Inc., a consumer software
publisher. From 1995 to 1996, Mr. O'Donnell was Vice President of Worldwide
Sales at Rocket Science Games, Inc., a consumer software publisher. From 1993 to
1995, he served as Vice President of Retail Sales at Mindscape, Inc., a consumer
software publisher. Mr. O'Donnell holds a bachelor of arts degree in political
science from the University of California at Berkeley.

     David Talbot co-founded Salon in 1995.  He has served as Editor-in-Chief
since Salon's incorporation.  He served as Chief Executive Officer from Salon's
incorporation through April 1999.  He became Chairman of the Board in April
1999.  From 1990 to 1995, Mr. Talbot was the Arts & Features editor for the San
Francisco Examiner newspaper.  Mr. Talbot has co-authored three books and
written for numerous publications including The New Yorker, Rolling Stone and
Playboy.  Mr. Talbot holds a bachelor of arts degree in sociology from the
University of California at Santa Cruz.

     Robert O'Callahan has served as Chief Financial Officer and Treasurer since
July 2000.  Since August 2000 he has also served as Secretary. From July 1999
through July 2000, he served as Director, Worldwide Planning and Treasury with
Banter, Inc., a venture funded software development firm.  From August 1997 to
December 1999, he worked at Dain Bosworth, Inc., and John G. Kinnard & Co. as a
securities analyst.   From 1992 to 1997, Mr. O'Callahan was Chief Financial
Officer of Consan, Inc. a wholesale distributor of digital mass storage
equipment.  Mr. O'Callahan holds a master's degree in management, with
concentrations in marketing and finance, from the J.L. Kellogg Graduate School
of Management at Northwestern University, a juris doctor degree from the
University of Washington School of Law, and a bachelor of arts degree from the
University of Washington.

     Scott Rosenberg has served as Salon's Senior Vice President, Editorial
Operations since October 2000.  From January 1999 until then, he served as Vice
President of Site Development. He also serves as Salon's managing

                                       2
<PAGE>

editor and has held that position since June 1999. Previous to that, he served
as Senior Editor/Technology, a position he held from the founding of Salon in
1995. Before joining Salon, he was the San Francisco Examiner's movie and
theater critic for nearly 10 years. Mr. Rosenberg holds a bachelor of arts
degree from Harvard University.

     Patrick Hurley has served as Salon's Senior Vice President, Business
Operations since October 2000.  From March 1999 to October 2000 he served as
Vice President of Marketing.  From 1998 to 1999, he served as Salon's Marketing
Director.  From 1996 to 1998, he was management supervisor at Hal Riney &
Partners, an advertising agency.  From 1994 to 1996, he served as account
supervisor for the J. Walter Thompson advertising agency.  Mr. Hurley holds a
bachelor of arts degree in journalism from Marquette University.

     Leonardo Mondadori has served as a Director of Salon since November 1999.
Since April 1982, Mr. Mondadori has been the Chairman of Arnoldo Mondadori
Editore, Italy's largest publishing company.

     Norman Lear has served as a Director of Salon since April 1999.  Mr. Lear
has been the Chairman of Act III Communications Holdings, LP, a multimedia
entertainment company, since it was founded in 1986.  He founded Tandem
Productions, Inc. in 1959 and produced television programs including All in the
Family, Sanford & Son and The Jeffersons.  Mr. Lear is a member of the
Television Academy Hall of Fame.

     Brian Dougherty has served as a Director of Salon since November 1999.  Mr.
Dougherty is the founder, Chairman and Chief Technology Officer for Wink
Communications, a publicly traded company that provides a complete end-to-end
system for electronic commerce on television.  Before founding Wink in 1994, Mr.
Dougherty founded Geoworks, a computer software company delivering operating
systems for handheld devices.

     Jim Rosenfield has served as a Director of Salon since April 1998.  Mr.
Rosenfield has been the President of JHR & Associates, a media consulting firm,
since 1998.  From 1994 to 1998, Mr. Rosenfield was Managing Director at the
investment banking firm of Veronis Suhler & Associates.  From 1987 to 1994, he
was Chairman and Chief Executive Officer of John Blair Communications, Inc., a
television sales and syndication company.  From 1965 to 1985, Mr. Rosenfield
held various executive positions at CBS Corporation, a television broadcasting
and media company, including Executive Vice President of the Broadcast Group.
Mr. Rosenfield holds a bachelor of arts degree in English from Dartmouth
College.

     Gary Adelson served as a Director of Salon from March 2001 to July 2001.
Mr. Adelson has been a Partner in EastWest VentureGroup since 1996.  In 1993,
Mr. Adelson founded Interactive Cable Systems, a private cable and telephony
company which was acquired by MCI.

                                       3
<PAGE>

Item 11.  Executive Compensation.

                    EXECUTIVE COMPENSATION AND OTHER MATTERS

     The following table sets forth information concerning the compensation
during the fiscal years ended March 31, 1999, March 31, 2000 and March 31, 2001
of the Chief Executive Officer and the four other most highly compensated
executive officers and two former executive officers whose total salary and
bonus for fiscal 2001 exceeded $100,000 for services in all capacities to the
company.

                           Summary Compensation Table


<TABLE>
<CAPTION>
                                                                                                Long Term
                                                                                              Compensation
                                                                                                 Awards
                                                      Annual Compensation                   ------------------
                                               ------------------------------------             Securities           All Other
       Name and Principal Position              Year       Salary          Bonus(1)         Underlying Options     Compensation
------------------------------------------     ------     --------         --------         ------------------     -------------
<S>                                        <C>        <C>           <C>               <C>                 <C>
Michael O'Donnell........................       2001      $225,000          $75,000              140,384             $   -0-
 President and Chief Executive Officer          2000      $175,000          $50,507              250,000             $   -0-
                                                1999      $145,000          $30,304                  -0-             $   -0-

David Talbot.............................       2001      $225,000          $75,000              131,884             $   -0-
 Chairman and Editor in Chief                   2000      $175,000          $50,507              250,000             $   -0-
                                                1999      $145,000          $30,304                  -0-             $   -0-

Robert O'Callahan........................       2001      $120,705          $   -0-              136,188             $   -0-
    Secretary and Chief Financial Officer       2000      $    -0-          $   -0-                  -0-             $   -0-
                                                1999      $    -0-          $   -0-                  -0-             $   -0-

Patrick Hurley...........................       2001      $146,054          $50,000               48,188             $   -0-
 Senior Vice President - Business               2000      $100,000          $18,538               40,000             $   -0-
  Operations                                    1999      $ 56,888          $ 2,324               10,000             $   -0-

Scott Rosenberg..........................       2001      $151,317          $   -0-               40,188             $   -0-
 Senior Vice President - Editorial              2000      $115,000          $ 1,500               35,000             $   -0-
  Operations                                    1999      $ 75,000          $   300                  -0-             $   -0-

Andrew Ross (3)..........................       2001      $137,981          $50,000               18,000             $50,000(2)
 Executive Vice President - Business            2000      $135,000          $40,509                5,000             $   -0-
  Development                                   1999      $108,646          $20,304               15,000             $   -0-

Steve Reed (4)...........................       2001      $185,949          $   -0-              110,000             $26,667(2)
    Senior Vice President - Media Sales         2000      $    -0-          $   -0-                  -0-             $   -0-
                                                1999      $    -0-          $   -0-                  -0-             $   -0-
</TABLE>
--------------------
(1)  Bonuses are principally based on performance.   Items shown are paid within
     a fiscal year but may have been earned in a prior fiscal year.

(2)  Amounts paid in connection with the termination of employment.

(3)  Mr. Ross served as Executive Vice President - Business Development from
     June 1998 to December 2000.

(4)  Mr. Reed served as Senior Vice President - Media Sales from June 2000 to
     December 2000.

                                       4
<PAGE>

Stock Options Granted in Fiscal 2001

     The following table provides the specified information concerning grants of
options to purchase Salon's Common Stock made during the fiscal year ended March
31, 2001, to the persons named in the Summary Compensation Table.

<TABLE>
<CAPTION>
                                               Option Grants in Last Fiscal Year
                                                                                                  Potential Realized Value at
                                                                                                  Assumed Annual Rates of Stock
                                                                                                  Price Appreciation for Option
                                                     Individual Grants                                       Term(3)
                                 --------------------------------------------------------------   -----------------------------
                                   Number of      % of Total
                                   Securities      Options           Exercise
                                   Underlying     Granted to          or Base
                                    Options       Employees in         Price       Expiration
          Name                     Granted(1)     Fiscal Year        ($/Sh)(2)        Date             5%               10%
----------------------------     ------------- -----------------    ----------  ---------------    ----------        ----------
<S>                              <C>             <C>                 <C>          <C>               <C>               <C>
Michael O'Donnell...........            21,046              1.12%        $2.00        8/16/2010      $ 26,471          $ 67,084
                                       104,954              5.57%        $2.00        8/16/2010      $132,010          $334,539
                                        14,384              0.76%        $0.37        3/21/2011      $  3,464          $  8,669

David Talbot................            19,630              1.04%        $2.00        8/16/2010      $ 24,690          $ 62,570
                                        97,870              5.19%        $2.00        8/16/2010      $123,100          $311,959
                                        14,384              0.76%        $0.37        3/21/2011      $  3,464          $  8,669

Robert O'Callahan...........           100,000              5.31%        $1.38        7/23/2010      $106,834          $251,561
                                        10,000              0.53%        $2.00        8/16/2010      $ 12,578          $ 31,875
                                        15,000              0.80%        $0.37        3/21/2011      $  3,613          $  9,040
                                        11,188              0.59%        $0.37        3/21/2011      $  2,694          $  6,742

Patrick Hurley..............            17,000              0.90%        $2.00        8/16/2010      $ 21,382          $ 54,187
                                        20,000              1.06%        $1.38        11/6/2011      $ 17,195          $ 43,728
                                        11,188              0.59%        $0.37        3/21/2011      $  2,694          $  6,742

Scott Rosenberg.............            19,000              1.01%        $2.00        8/16/2010      $ 23,898          $ 60,562
                                        10,000              0.53%        $1.38        11/6/2011      $  8,597          $ 21,864
                                        11,188              0.59%        $0.37        3/21/2011      $  2,694          $  6,742

Andrew Ross.................            18,000              0.96%        $2.00        8/16/2010      $ 22,640          $ 57,375

Steve Reed..................            69,565              3.69%        $1.44        6/19/2010      $ 62,889          $159,374
                                        30,435              1.62%        $1.44        6/19/2010      $ 27,514          $ 69,727
                                        10,000              0.53%        $2.00        8/16/2010      $ 12,578          $ 31,875
</TABLE>
--------------------
(1)  All options granted in fiscal 2001 were granted pursuant to Salon's 1995
     Stock Option Plan (the "1995 Plan").  These options generally vest and
     become exercisable at the rate of one-fourth on the first anniversary of
     the date of grant and 1/48 per month thereafter for each full month of the
     optionee's continuous employment by Salon.  Under the 1995 Plan, the Board
     retains discretion to modify the terms, including the price, of outstanding
     options.  Options expiring on March 21, 2011 vest fully in one year.

(2)  All options in this table have exercise prices equal to the fair market
     value on the date of grant.

(3)  Potential gains are net of exercise price, but before taxes associated with
     exercise.  These amounts represent certain assumed rates of appreciation
     only, based on the Securities and Exchange Commission rules. Actual

                                       5
<PAGE>

     gains, if any, on stock option exercises are dependent on the future
     performance of the Common Stock, overall market conditions and the option
     holder's continued employment through the vesting period. The amounts
     reflected in this table may not necessarily be achieved.

Option Exercises and Fiscal 2001 Year-End Values

     The following table sets forth information concerning the state of options
held as of March 31, 2001 by the persons named in the Summary Compensation Table
above.


<TABLE>
<CAPTION>
                             AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

                                                               Number of Securities           Value of Unexercised
                                                          Underlying Unexercised Options      In-the-Money Options
                                  Shares                       at Fiscal Year End(1)          at Fiscal Year End(2)
                               Acquired on    Value       ------------------------------  ------------------------------
        Name                     Exercise   Realized       Exercisable     Unexercisable   Exercisable     Unexercisable
-------------------------        --------   --------      --------------   -------------  --------------   -------------
<S>                           <C>          <C>          <C>               <C>             <C>              <C>
Michael O'Donnell........           -0-      $     0         369,375          281,009        $29,250            $-0-
David Talbot.............           -0-      $     0         234,374          272,510        $14,062            $-0-
Robert O'Callahan........           -0-      $     0             -0-          136,188        $   -0-            $-0-
Patrick Hurley...........           -0-      $     0          23,021           75,167        $   -0-            $-0-
Scott Rosenberg..........           -0-      $     0          21,666           60,293        $   762            $-0-
Andrew Ross..............       141,196      $53,135             -0-              -0-        $   -0-            $-0-
Steve Reed...............           -0-      $     0             -0-              -0-        $   -0-            $-0-
</TABLE>

(1)  Company stock options generally vest one-fourth on the first anniversary of
     the date of grant and 1/48 per month thereafter for each full month of the
     optionee's continuous employment by Salon.  All options are exercisable
     only to the extent vested.  Options expiring on March 21, 2011 vest fully
     in one year.

(2)  The value of the unexercised in-the-money options is based on a fair market
     value of $0.3125, the closing price of Salon's Common Stock (on March 30,
     2001 as reported on the NASDAQ National Market) and is net of the exercise
     price of such options. Does not include options that had an exercise price
     greater than $0.3125.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

     In November 1996, Salon entered into an Employment Agreement with Mr.
O'Donnell, the Chairman of the Board, President and Chief Executive Officer of
Salon (the "Agreement").  The Agreement provides for the payment to Mr.
O'Donnell of a $175,000 minimum base annual salary and an annual bonus of up to
$50,000.  Pursuant to the Agreement, Mr. O'Donnell was granted an option under
the 1995 Option Plan to purchase eight percent (8%) of Salon's then outstanding
capital stock at a purchase price of $0.20 per share.  The Agreement also
provides for the following severance benefits if Mr. O'Donnell's employment with
Salon terminates involuntarily or if Mr. O'Donnell terminates his employment
with Salon voluntarily for "Good Reason."  He will be entitled to salary
payments until the earlier of nine (9) months following his termination or until
he begins other employment.  If Mr. O'Donnell resigns within one (1) year of a
change of control of Salon because of (a) a decrease in his base salary or a
material decrease in any of his then-existing bonus plans or employee benefits;
or (b) a material adverse change in his title, authority, responsibilities or
duties, then he will be entitled to salary payments until the earlier of nine
(9) months following his resignation or change in title or authority or until he
begins other employment.  As of April 2001, Mr. O'Donnell had agreed to an
interim 15% reduction of base salary for an indefinite period.

     In July 2000, Salon entered into an Employment Agreement with Mr.
O'Callahan, the Chief Financial Officer of Salon (the "Agreement").  The
Agreement provides for the payment to Mr. O'Callahan of a $175,000 minimum base
annual salary and an annual bonus of up to $25,000.  Mr. O'Callahan was granted
an option under the 1995 Option Plan to purchase 100,000 shares of Salon's then
outstanding capital stock at the closing price of the stock as of the date of
grant.  In case of a company merger, sale or reorganization, and Mr.
O'Callahan's position is

                                       6
<PAGE>

eliminated, relocated or reduced he would receive one year's worth of
compensation and one year's accelerated option vesting. As of April 2001, Mr.
O'Callahan had agreed to an interim 15% reduction of base salary for an
indefinite period.

Compensation of Directors

     Directors receive no compensation for serving as directors of Salon, except
that Mr. Rosenfield receives an attendance fee for board meetings attended,
which totaled $7,500 during the fiscal year.  Salon granted to Mr. Rosenfield
options to purchase 6,750 shares of common stock at an exercise price of $2.00
per share, and options to purchase 20,000 shares of common stock at an exercise
price of $0.37 per share.  Salon also granted to Mr. Dougherty options to
purchase 10,000 shares of common stock at an exercise price of $2.00 per share.
Salon also granted to Mr. Mondadori options to purchase 10,000 shares of common
stock at an exercise price of $2.00 per share. The options are subject to
vesting over four years.

Item 12.  Stock Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of July 17, 2001, certain information
with respect to the beneficial ownership of Salon's Common Stock by (i) each
stockholder known by Salon to be the beneficial owner of more than five percent
(5%) of Salon's Common Stock, (ii) each director and director-nominee of Salon,
(iii) the Chief Executive Officer, the four other most highly compensated
executive officers and two other former most highly compensated executive
officers of Salon as of March 31, 2001, and (iv) all directors and executive
officers of Salon as a group.

<TABLE>
<CAPTION>
                                                              Number of Shares
                Name and Address                                Beneficially             Percent of Common Stock
             of Beneficial Owner(1)                               Owned (2)                  Outstanding(3)
------------------------------------------------              -----------------          -----------------------
<S>                                               <C>                         <C>
5% Stockholders

Adobe Systems Incorporated(4)...................                  2,133,977                        15.1%
345 Park Avenue
San Jose, CA  95126

William R. Hambrecht (5)........................                  1,639,831                        11.6%
539 Bryant Street, Suite 100
San Francisco, CA  94107

Rainbow Media Holdings, Inc.(6).................                  1,125,000                         7.9%
1111 Stewart Ave.
Bethpage, NY  11714

Bruce R. Katz(7)................................                    888,167                         6.3%
c/o Rosewood Stone Group
2320 Marinship Way, Ste. 240
Sausalito, CA 94965

Granite Ventures LLC(8).........................                    877,103                         6.2%
One Bush Street
San Francisco, CA, 94104

Constellation Venture Capital (9)...............                    731,830                         5.2%
Bear Stearns Asset Management
575 Lexington Ave.
New York, NY  10022
Named Executive Officers and Directors

Michael O'Donnell(10)...........................                    432,512                         3.1%

David Talbot(11)................................                    626,791                         4.4%

Jim Rosenfield(12)..............................                     49,499                           *
</TABLE>

                                       7
<PAGE>

<TABLE>
                                                              Number of Shares
               Name and Address                                 Beneficially      Percent of Common
            of Beneficial Owner(1)                                Owned (2)      Stock Outstanding(3)
------------------------------------------------              -----------------  --------------------
<S>                                                          <C>                   <C>
Norman Lear (13)................................                    141,753             1.0%
Leonardo Mondadori (14).........................                     52,097               *
Brian Dougherty (15)............................                     43,437               *
Gary Adelson....................................                        -0-               *
Robert O'Callahan (16)..........................                     29,583               *
Patrick Hurley (17).............................                     32,999               *
Scott Rosenberg (18)............................                     71,812               *
Andrew Ross.....................................                        -0-               *
Steve Reed......................................                        -0-               *
Directors and executive officers as a group (12
 persons).......................................                  1,480,483             9.2%
</TABLE>
--------------------------------------
*    Less than one percent (1%).

(1)  The persons named in the table above have sole voting and investment power
     with respect to all shares of Common Stock shown as beneficially owned by
     them, subject to community property laws where applicable and to the
     information contained in the footnotes to this table.

(2)  Options granted under the Salon Internet, Inc. 1995 Stock Option Plan
     generally vest and become exercisable at the rate of one-fourth on the
     first anniversary of the date of grant and 1/48 per month thereafter for
     each full month of the optionee's employment.

(3)  Calculated on the basis of 14,155,276 shares of Common Stock outstanding as
     of July 17, 2001, except that shares of Common Stock underlying options
     exercisable within sixty (60) days of July 17, 2001 and currently
     exercisable warrants to acquire shares of Common Stock are deemed
     outstanding for purposes of calculating the beneficial ownership of Common
     Stock of the holders of such options and warrants, as applicable.

(4)  Includes 194,177 shares held by Adobe Ventures II, L.P.

(5)  Mr. Hambrecht has an ownership interest in WR Hambrecht + Co., LLC
     and is the manager of this entity. WR Hambrecht + Co., LLC directly owns
     565,916 shares of Salon. Mr. Hambrecht directly owns 1,073,915 shares of
     Salon. Mr. Hambrecht disclaims beneficial ownership of all the shares of
     Salon held directly by the LLC other than his proportionate ownership
     interest.

(6)  Rainbow Media Holdings, Inc. is a subsidiary of Cablevision Systems
     Corporation (NYSE:CVC).

(7)  Consists of 437,129 shares held by Bruce R. Katz individually, 9,076 shares
     held by John Hallett for the benefit of Bruce R. Katz and 441,962 shares
     held by Whole Earth Lectronic Link, Inc.

(8)  Consists of 53,617 shares held by Adobe Ventures II, L.P., 280,207 shares
     held by H&Q Salon Investors, L.P., 316,852 shares held by H&Q Adobe
     Ventures Management L.P., 33,317 shares held by H&Q Adobe Ventures
     Management II L.P., 47,700 shares held by Standish O'Grady, 141,160 shares
     issuable upon exercise of warrants held by Adobe Ventures II, L.P. and
     4,250 shares held by Granite Ventures, LLC. Because voting and investment
     decisions concerning the above securities may be made by or in conjunction
     with the other reporting persons, each of the reporting persons may be
     deemed a member of a group that shares voting and dispositive power over
     all of the above securities but disclaims beneficial owner of any
     securities other than those directly held by such reporting person.

(9)  Consists of 530,192 shares held by Constellation Venture Capital, L.P.,
     114,138 shares held by Constellation Venture Offshore, L.P. and 87,500
     shares held by Bear Stearns Asset Management Inc.

(10) Includes 426,916 shares subject to options that may be exercised within
     sixty (60) days of July 17, 2000.

(11) Includes 289,791 shares subject to options that may be exercised within
     sixty (60) days of July 17, 2000, includes 2,577 shares held by Camille
     Peri, Mr. Talbot's spouse and a former employee of the Company and also
     includes 5,154 shares held in trust for the benefit of Mr. Talbot's
     children. Mr. Talbot disclaims beneficial ownership of the shares held
     individually by his spouse and in trust for his children.

                                       8
<PAGE>

(12) Includes 39,343 shares subject to options that may be exercised within
     sixty (60) days of July 17, 2000.

(13) Includes 12,887 shares issuable upon exercise of warrants.

(14) Includes 13,437 shares subject to options that may be exercised within
     sixty (60) days of July 17, 2000.

(15) Includes 13,437 shares subject to options that may be exercised within
     sixty (60) days of July 17, 2000.

(16) Includes 29,583 shares subject to options that may be exercised within
     sixty (60) days of July 17, 2000.

(17) Includes 32,999shares subject to options that may be exercised within sixty
     (60) days of July 17, 2000.

(18) Includes 30,583 shares subject to options that may be exercised within
     sixty (60) days of July 17, 2000.


Compensation Committee Interlocks and Insider Participation

     None of Salon's executive officers have served as a member of a
compensation committee or board of directors of any other entity which has an
executive officer serving as a member of Salon's board of directors.

Item 13.  Certain Relationships and Related Transactions

     In March 2000, Salon entered into a publishing and joint-marketing
agreement with Arnoldo Mondadori Editore, of which Leonardo Mondadori is a
principal shareholder.

     In October 2000, Salon loaned David Talbot $75,179 with market interest.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires Salon's
executive officers, directors and persons who beneficially own more than 10% of
Salon's Common Stock to file initial reports of ownership and reports of changes
in ownership with the Securities and Exchange Commission ("SEC").  Such persons
are required by SEC regulations to furnish Salon with copies of all Section
16(a) forms filed by such persons.

     Based solely on Salon's review of such forms furnished to Salon and written
representations from certain reporting persons, Salon believes that all filing
requirements applicable to Salon's executive officers, directors and more than
ten percent (10%) stockholders were complied with except for Form 4 for Steve
Reed, then Vice President of Sales, for stock option grants in August 2000,
filed three days late; Jim Rosenfield, for stock option grants in August 2000,
filed three days late, Michael O'Donnell, for stock option grants in August
2000, filed in April 2001; David Talbot, for stock option grants in August 2000,
filed in April 2001; Leonardo Mondadori, for stock option grants in August 2000,
filed in April 2001; Brian Dougherty, for stock purchases and stock option
grants in August 2000, filed in June 2001; and, Form 3 for Steve Reed, then Vice
President of Sales, filed in August 2000 for a June 2000 event.  Forms 4 for
March 2001 on behalf of Michael O'Donnell, David Talbot, Robert O'Callahan,
Patrick Hurley, Leonardo Mondadori and James Rosenfield were filed in April 2001
a day late.

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<PAGE>

ITEM 14.  Index of Financial Statements and Financial Statement Schedule

     None


                                  Form 10-K/A

                                AMENDMENT NO. 1

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                    SALON MEDIA GROUP, INC.

                    By: /s/ Michael O'Donnell
                        -------------------------------------
                        Michael O'Donnell
                        President and Chief Executive Officer


     Date:  July 27, 2001

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