<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q



[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                       OR

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

                          COMMISSION FILE NO. 000-27003

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

          GEORGIA                                         58-2403177
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                      Identification Number)

                333 RESEARCH COURT, SUITE 200, NORCROSS, GA 30092
                    (Address of principal executive offices)

                                  770.349.2400
              (Registrant's telephone number, including area code)


           Indicate by check X whether the registrant: (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                            Yes [X]      No [ ]

The number of outstanding shares of the registrant's common stock on July 30,
2001 was 20,401,872.



<PAGE>   2


PART I   FINANCIAL INFORMATION

ITEM 1   Financial Statements

         Condensed Consolidated Balance Sheets as of June 30, 2001 and
         December 31, 2000

         Condensed Consolidated Statements of Operations for the Three Month and
         Six Month Periods ended June 30, 2001 and 2000

         Condensed Consolidated Statements of Cash Flows for the Six Month
         Periods ended June 30, 2001 and 2000

         Condensed Notes to Financial Statements

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

ITEM 3   Quantitative and Qualitative Disclosures About Market Risk


PART II  OTHER INFORMATION

ITEM 1   Legal Proceedings

ITEM 2   Changes in Securities and Use of Proceeds

ITEM 3   Defaults upon Senior Securities

ITEM 4   Submission of Matters to a Vote of Security Holders

ITEM 5   Other Information

ITEM 6   Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>   3


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              HEADHUNTER.NET, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                               JUNE 30,            DECEMBER 31,
                                                                                                2001                  2000
                                                                                            -------------         -------------
<S>                                                                                         <C>                   <C>
ASSETS
   CURRENT ASSETS:
       Cash and cash equivalents ...................................................        $  13,876,453         $  13,228,336
       Short-term investments ......................................................               91,945                84,500
       Accounts receivable - trade, net of allowances for doubtful accounts of
           $895,013 for June 30, 2001 and  $1,064,136 for December 31, 2000 ........            7,519,739             9,576,731
       Prepaid expenses ............................................................            7,777,156             1,921,855
       Other current assets ........................................................               68,354               212,148
                                                                                            -------------         -------------
           Total current assets ....................................................           29,333,647            25,023,570
PROPERTY AND EQUIPMENT, NET ........................................................            5,008,347             5,992,894
INTANGIBLE ASSETS, NET .............................................................           61,085,777            68,583,035
OTHER NONCURRENT ASSETS ............................................................              792,275               790,430
                                                                                            -------------         -------------
           Total assets ............................................................        $  96,220,046         $ 100,389,929
                                                                                            =============         =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable ................................................................        $   1,398,524         $   1,873,028
   Current maturities of notes payable .............................................              145,371               216,520
   Accrued interest ................................................................               38,438                66,020
   Accrued trade expenses ..........................................................            1,459,971             1,997,839
   Other accrued expenses ..........................................................            2,120,137             2,566,349
   Customer deposits ...............................................................            1,638,690             1,199,138
   Deferred revenue ................................................................            3,943,192             2,719,167
                                                                                            -------------         -------------
           Total current liabilities ...............................................           10,744,323            10,638,061
                                                                                            -------------         -------------
NONCURRENT LIABILITIES:
   Long-term borrowings ............................................................           15,000,000            10,000,000
                                                                                            -------------         -------------
           Total liabilities .......................................................        $  25,744,323         $  20,638,061
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
   Convertible Class A preferred stock, $.01 par value;
       7,500,000 shares authorized and no shares issued and outstanding ............        $           0         $           0
   Class B serial preferred stock, $.01 par value; 5,000,000
       shares authorized, no shares issued and outstanding .........................                    0                     0
   Common stock, $.01 par value, 45,500,000 shares authorized and
       20,390,915 and 20,212,772 shares issued and outstanding at
       June 30, 2001 and December 31, 2000, respectively ...........................              203,909               202,128
   Additional paid-in capital ......................................................          140,516,867           139,546,267
   Stock warrants ..................................................................            1,039,318               341,834
   Accumulated deficit .............................................................          (71,284,371)          (60,338,361)
                                                                                            -------------         -------------
           Total shareholders' equity ..............................................           70,475,723            79,751,868
                                                                                            -------------         -------------
           Total liabilities and shareholders' equity ..............................        $  96,220,046         $ 100,389,929
                                                                                            =============         =============
</TABLE>


         The accompanying notes are an integral part of these statements


<PAGE>   4


                              HEADHUNTER.NET, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                  FOR THE THREE MONTHS ENDED         FOR THE SIX MONTHS ENDED
                                                            JUNE 30,                         JUNE 30,
                                                  ----------------------------     -----------------------------
                                                     2001             2000             2001             2000
                                                 ------------     ------------     ------------     ------------
<S>                                              <C>              <C>              <C>              <C>
REVENUES:
   Service ..................................    $ 15,273,199     $  9,079,959     $ 31,305,765     $ 14,758,086
   Other ....................................       1,269,852          682,702        2,236,385        1,384,128
                                                 ------------     ------------     ------------     ------------
          Total Revenues ....................      16,543,051        9,762,661       33,542,150       16,142,214
                                                 ------------     ------------     ------------     ------------
COST OF REVENUES ............................         221,202          103,368          446,717          190,244
                                                 ------------     ------------     ------------     ------------
          Gross Profit ......................      16,321,849        9,659,293       33,095,433       15,951,970
OPERATING EXPENSES
   Marketing and selling ....................      13,020,821       11,112,107       29,374,592       20,362,539
   General and administrative ...............       2,512,496        2,171,913        5,028,010        4,037,757
   Stock compensation .......................              --          255,062               --          510,123
   Depreciation and amortization ............       4,430,164          535,405        8,878,952          832,542
                                                 ------------     ------------     ------------     ------------
          Operating Loss ....................      (3,641,632)      (4,415,194)     (10,186,121)      (9,790,991)
OTHER INCOME (EXPENSE): .....................        (169,173)         243,947         (759,888)         521,520
                                                 ------------     ------------     ------------     ------------
NET LOSS ....................................    $ (3,810,805)    $ (4,171,247)    $(10,946,009)    $ (9,269,471)
                                                 ============     ============     ============     ============
NET LOSS PER SHARE:
   Basic and diluted net loss per share .....    $      (0.19)    $      (0.38)    $      (0.54)    $      (0.85)
                                                 ============     ============     ============     ============
   Weighted average common shares
       outstanding ..........................      20,389,806       10,937,964       20,388,817       10,894,580
                                                 ============     ============     ============     ============
</TABLE>

         The accompanying notes are an integral part of these statements


<PAGE>   5


                              HEADHUNTER.NET, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                          FOR THE SIX MONTHS ENDED
                                                                                                   JUNE 30,
                                                                                      ---------------------------------
                                                                                         2001                  2000
                                                                                      ------------         ------------
<S>                                                                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ..................................................................        $(10,946,009)        $ (9,269,471)
   Adjustments to reconcile net loss to net
       cash used in operating activities:
   Depreciation and Amortization .............................................           8,878,952              832,542
   Amortization of debt issuance costs .......................................              95,000                   --
   Compensation Expense ......................................................                  --              510,123
Changes in working capital:
   Increase in current assets ................................................          (1,809,141)          (5,257,490)
   Increase in current liabilities ...........................................             177,412            8,666,055
                                                                                      ------------         ------------
       Net cash used in operating activities .................................          (3,603,786)          (4,518,241)
                                                                                      ------------         ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of short-term investments ........................................              (7,445)            (456,449)
   Purchase of property and equipment, net of dispositions ...................            (660,725)          (3,038,808)
   Acquisitions ..............................................................            (260,742)            (550,000)
                                                                                      ------------         ------------
       Net cash used in investing activities .................................            (928,912)          (4,045,257)
                                                                                      ------------         ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock to officers and key employees ......             251,964              190,546
   Proceeds/(Repayment) of Debt, net .........................................           4,928,851              (12,500)
                                                                                      ------------         ------------
       Net cash provided by financing activities .............................           5,180,815              178,046
                                                                                      ------------         ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .........................             648,117           (8,385,452)
CASH AND CASH EQUIVALENTS, beginning of period ...............................          13,228,336           16,938,708
                                                                                      ------------         ------------
CASH AND CASH EQUIVALENTS, end of period .....................................        $ 13,876,453         $  8,553,256
                                                                                      ============         ============
SUPPLEMENTAL CASH FLOW INFORMATION:
   Issuance of Warrants ......................................................             695,484                   --
   Issuance of common stock to prepay interest ...............................             720,417                   --
   Short-term debt issued related to acquisition of Internet domain name .....        $         --         $    300,000
                                                                                      ============         ============
</TABLE>


         The accompanying notes are an integral part of these statements


<PAGE>   6


                         HEADHUNTER.NET, INC. CONDENSED
                          NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 2001 AND 2000
                                   (UNAUDITED)

1.       The accompanying unaudited interim condensed consolidated financial
         statements have been prepared by management of HeadHunter.NET, Inc.
         ("the Company") in accordance with rules and regulations of the
         Securities and Exchange Commission ("SEC"). Accordingly, certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to Article 10 of
         Regulation S-X promulgated by the SEC. The accompanying unaudited
         consolidated condensed financial statements reflect, in the opinion of
         management, all adjustments necessary to achieve a fair statement of
         the Company's financial position and results for the interim periods
         presented. All such adjustments are of a normal and recurring nature.
         These condensed financial statements should be read in conjunction with
         the Company's Annual Report on Form 10-K for the year ended December
         31, 2000.

2.       Basic loss per common share ("EPS") was computed by dividing net loss
         attributable to common shareholders by the weighted average number of
         shares of common stock outstanding for the period then ended. The
         effect of the Company's stock options (using the treasury stock method)
         and warrants were excluded in the computation of diluted EPS for the
         six months ended June 30, 2001 and June 30, 2000, respectively, as they
         are anti-dilutive.

3.       Prior to October 2000, we reported bad debt in general and
         administrative expenses. Beginning in October 2000, we began reporting
         bad debt expenses in sales and marketing expenses.

4.       The Financial Accounting Standards Board ("FASB") issued Statement of
         Financial Accounting Standards ("SFAS") No. 141, "Business
         Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets"
         in June 2001. SFAS No. 141 requires all business combinations initiated
         after June 30, 2001 to be accounted for using the purchase method. SFAS
         No. 142 provides that goodwill is no longer subject to applying a
         fair-value-based test. The Company's required adoption date is January
         1, 2002. The Company is currently evaluating the effects of SFAS No.
         141 and 142.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         This Management's Discussion and Analysis of Financial Condition and
         Results of Operations contains "forward-looking statements" within the
         meaning of Section 27A of the Securities Act of 1933 and Section 21E of
         the Securities Exchange Act of 1934. All statements regarding our
         expected financial position and operating results, our business
         strategy and our financing plans are forward-looking statements. These
         statements can sometimes be identified by our use of forward-looking
         words such as "may," "will," "anticipate," "estimate," "expect," or
         "intend." Known and unknown risks, uncertainties and other factors
         could cause our actual results to differ materially from those
         contemplated by these statements. Such risks and uncertainties include
         our ability to retain and grow our base of job posters and job seekers,
         our ability to successfully integrate new job posters and job seekers
         and/or assets obtained through acquisitions, the highly competitive
         markets in which we operate, general economic conditions in the market
         in which we operate, and our ability to respond to technological
         developments affecting the Internet. The Company's Annual Report on
         Form 10-K, filed with the Securities and Exchange Commission discusses
         some additional important factors that could cause the Company's actual
         results to differ materially from those in such forward-looking
         statements.


<PAGE>   7


OVERVIEW

         We provide online recruiting services to job posters and job seekers
via our web site. HNET, Inc., our predecessor, was founded in October 1995 and
was wholly owned by Warren L. Bare. From its inception until late 1996, HNET,
Inc. derived all of its revenues from web site development consulting services.
As a result of the experience that it gained during this period, HNET, Inc.
identified online recruiting as an emerging industry. It launched the
www.headhunter.net web site in October 1996, and began to focus on growing its
online recruiting service business.

         In October 1997, HNET, Inc. entered into an investment agreement with
ITC Holding Company, Inc. under which:

         -        HeadHunters, L.L.C. was formed;

         -        HNET, Inc. contributed all of its assets related to the
                  operation of the web site in exchange for a 45% interest in
                  HeadHunters, L.L.C.; and

         -        ITC contributed $1.1 million in cash in exchange for a 55%
                  interest in HeadHunters, L.L.C.

         This transaction was accounted for as a purchase.

           In July 1998, HeadHunters, L.L.C., ITC and Warren L. Bare entered
into a contribution agreement under which:

         -        HeadHunter.NET, Inc. was incorporated;

         -        Mr. Bare contributed all of the outstanding stock of HNET,
                  Inc. to us in exchange for 2,200,000 shares of our common
                  stock and 50,000 shares of our Class A preferred stock; and

         -        ITC Holding Company contributed its 55% interest in
                  HeadHunters, L.L.C. to us in exchange for 2,750,000 shares of
                  our Class A preferred stock.

         This transaction was accounted for in a manner similar to a pooling of
interest. As a result of this transaction, HeadHunters, L.L.C. and HNET, Inc.
became our wholly-owned subsidiaries.

         Our revenue is generated primarily from fees paid by job posters to
post job opportunities on our web site and to improve the position of their job
postings in search results. We also generate revenue from access fees for
viewing our extensive resume database. To a lesser extent, we derive revenue
from selling web page sponsorships, banner advertising, hosting online and
offline career fairs, and additional company marketing on our web site.

         Prior to August 1998, we earned revenue principally from a combination
of job posting upgrade fees and the sale of banner advertisements on our web
site, with sales of banner advertising comprising a more significant percentage
of our revenues. In August 1998, we modified our pricing structure and began
offering upgrade services on a per job basis. On June 1, 1999, we began to
charge all job posters a fee to post job opportunities on our web site. As a
result of this pricing change and the growth of our sales force, revenue from
job posting and upgrade fees has become the principal component of our revenues.

         We currently have three primary levels of posting options, which
provide different levels of priority in a job search. As part of a corporate
pricing package, we generally provide favorable pricing terms to job posters
based on volume of job postings and length of service agreement.

         Prior to February 2000, we charged for access to our VIP Resume
Reserve, which contained the resumes that had been posted within the prior
seven-day period. In February 2000, we implemented a new pricing structure
whereby job posters must pay a monthly, quarterly or annual subscription fee to
access resumes in the database. Job seekers are not required to post a resume to
our web site. If a job seeker chooses to post a resume, he or she has the option
to allow that resume to be searched in the resume database or to remain private.


<PAGE>   8


           We believe that job posting fees and fees paid to access resumes will
account for a substantial majority of our revenues for the foreseeable future.

           We record advance billings prior to the delivery of services or the
display of an advertisement as deferred revenues and recognize them as revenue
ratably when the services are provided or the advertisements are displayed. At
June 30, 2001, we had approximately $3.9 million of deferred revenues compared
with $2.7 million at December 31, 2000.

Our costs and expenses include:

         -        costs of revenues, consisting of bandwidth access fees,
                  co-location costs and Internet connection charges;

         -        marketing and selling expenses, consisting primarily of
                  salaries and commissions for sales, marketing and customer
                  service personnel, advertising costs and other
                  marketing-related expenses (including strategic relationship
                  and product design costs);

         -        general and administrative expenses, consisting primarily of
                  salaries and related costs for general corporate functions,
                  including finance, accounting and human resources personnel,
                  software development and technical personnel, office
                  facilities and fees for professional services; and

         -        depreciation and amortization, including depreciation of
                  computer and other equipment and amortization of goodwill.

           We have recently made significant changes to our pricing policy.
Accordingly, we have a limited operating history on which to base an evaluation
of our company. Thus, period-to-period comparisons of our operating results are
not particularly meaningful, and an investor should not rely on the results for
any period as an indication of our future performance.

            Our sales and site traffic have consistently reflected the effects
of seasonality during the summer months and toward the end of the year,
resulting in lower revenue growth in those months. We build this assumption into
our projections and planning models. We believe that revenue from classified
advertising and other traditional recruiting services is generally lower in the
months of July, November and December because of vacation periods and holiday
seasons. As the online recruiting market develops, we believe that we will
experience similar seasonal patterns or discover other seasonal patterns.

            We have a history of losses and at June 30, 2001 we had an
accumulated deficit of approximately $71.3 million. The majority of our expenses
are for advertising and for salaries and benefits, which each made up 32% of our
operating expenses for the three months ended June 30, 2001. Our ability to
generate a profit in the future is directly correlated to our ability to manage
these expenses in line with our revenue growth. We believe that the majority of
these expenses are variable and can be managed if necessary as most of our
advertising contracts can be reduced or canceled within 30 to 90 days. However,
certain of our contracts with more than a year term cannot be terminated.


<PAGE>   9


RESULTS OF OPERATIONS

The following table sets forth the percentage of revenues represented by certain
line items in the Company's condensed consolidated statements of operations for
the periods indicated.

<TABLE>
<CAPTION>
                                        FOR THE THREE MONTHS ENDED
                                                 JUNE 30,
                                        --------------------------
                                           2001          2000
                                           ----          ----
<S>                                     <C>              <C>
REVENUES:
Service Revenue ...................          92%           93%
Other Revenue .....................           8             7
                                           ----          ----
TOTAL REVENUES ....................         100           100
                                           ----          ----
Cost of Revenues ..................           1             1
                                           ----          ----
GROSS PROFIT ......................          99            99
OPERATING EXPENSES
Marketing and Selling Expenses ....          79           114
General and Administrative Expenses          15            22
Stock Compensation Expense ........          --             3
Depreciation and Amortization .....          27             5
                                           ----          ----
OPERATING LOSS ....................         (22)          (45)
Other Income (Expense): ...........          (1)            3
                                           ----          ----
NET LOSS ..........................         (23)%         (43)%
                                           ====          ====
</TABLE>

THREE MONTHS ENDED JUNE 30, 2001, AS COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2000

           Revenues. Our revenues increased $6.8 million, or 69%, from $9.8
million for the three months ended June 30, 2000 to $16.5 million for the three
months ended June 30, 2001. Revenues increased primarily as a result of job
posting sales, up from $6.9 million in 2000 to approximately $10.5 million in
2001. Job posting revenue growth is attributable to three factors: growth in
corporate customers, higher revenue per customer and price increases. Sales of
the VIP Resume search product generated $3.2 million during the three months
ended June 30, 2001 compared with $2.2 million for the same period in 2000. The
growth in VIP Resume revenue is the result of more customers purchasing access
to our VIP Resume database and price increases implemented in May 2001. Brand
builder was first offered in June 2000 and contributed $619,000 during the three
months ended June 30, 2001 compared with $2,000 in the three months ended June
30, 2000. Other revenue, consisting of banner advertisements, sponsorships and
other, was $1.3 million for the three months ended June 30, 2001 compared with
$683,000 for the three months ended June 30, 2000.

           Costs of revenues. Our costs of revenues increased $118,000 or 114%,
from $103,000 for the three months ended June 30, 2000 to $221,000 for the three
months ended June 30, 2001. The increase in costs of revenue was primarily due
to our increasing bandwidth and server capacity to support the web site. Costs
of revenues as a percentage of revenues remained flat over the two periods.

           Marketing and selling expenses. Expenses from marketing and selling
increased by $1.9 million, or 17%, from $11.1 million for the three months ended
June 30, 2000 to $13.0 million for the three months ended June 30, 2001. The
growth is attributable to increased headcount and rent associated with opening
additional sales offices. Marketing and ad spending decreased slightly over the
two periods, totaling $5.8 million for the three months ended June 30, 2001
compared with $6.0 million for the same period in 2000. By refocusing our online
ad spending on web sites where we were receiving the greatest return, we were
able to decrease our total costs for the quarter. Our sales and marketing
headcount grew from 198 to 224 from June 30, 2000 to June 30, 2001. The majority
of new employees were salespeople. We created the Recruiter Business Unit in
June 2000 and the Agency Sales Division in July 2000, which resulted in $1.2
million in additional sales expenses in the second quarter of 2001 compared with
the same period in 2000. We also hired additional staff in the Business
Development and Customer Service departments in May and July of 2000. The
build-out and staffing of the two new departments resulted in $636,000 of
additional sales expenses in the second quarter of 2001 compared with the same
period in 2000.


<PAGE>   10


           General and administrative expenses. Our general and administrative
expenses increased $341,000, or 16%, from $2.2 million for the three months
ended June 30, 2000 to $2.5 million for the three months ended June 30, 2001.
Additions to personnel caused payroll and benefits expenses to increase by
$384,000 between the quarters. Insurance and legal costs related to opening new
offices and adding employees also went up $401,000 from the three months ended
June 30, 2000 to the three months ended June 30, 2001. Prior to October 2000, we
reported bad debt in general and administrative expenses. Beginning in October
2000, we began reporting bad debt expenses in sales and marketing expenses. This
accounting change resulted in a $576,000 decrease in general and administrative
expenses between the quarters, which partially offset the other increases.

           Stock compensation expense. There was no stock compensation expense
for the three months ended June 30, 2001, compared with $255,000 for the same
period in 2000. In 1999, we sold 271,167 shares of Class A preferred stock and
140,000 shares of common stock to a group of ten executive officers, key
employees and directors at $1.50 per share and $2.00 per share, respectively. In
accordance with Accounting Principles Board Opinion No. 25, we recognized
compensation expense in 2000 related to the difference between the purchase
price and the estimated fair value of the shares of Class A preferred stock and
common stock. There is no stock compensation expense expected in 2001.

           Depreciation and amortization. Depreciation and amortization grew
$3.9 million, or 727% from $535,000 for the three months ended June 30, 2000 to
$4.4 million for the three months ended June 30, 2001. Depreciation increased
$172,000 as a result of $2.7 million in additional capital purchases during the
second half of 2000 and the first two quarters of 2001. The majority of the
purchases were for servers to support the web site and furniture and computer
equipment related to the opening of sales offices and hiring of additional
staff. Amortization grew from $156,000 for the three months ended June 30, 2000
to $3.9 million for the three months ended June 30, 2001 primarily due to the
amortization of goodwill that resulted from the acquisitions of CareerMosaic and
Miracle Workers.

SIX MONTHS ENDED JUNE 30, 2001, AS COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2000

         Revenues. Our revenues increased $17.4 million, or 108%, from $16.1
million for the six months ended June 30, 2000 to $33.5 million for the six
months ended June 30, 2001. Revenues increased primarily as a result of job
posting sales, up from $11.6 million in 2000 to approximately $21.8 million in
2001. Job posting revenue growth is attributable to three factors: growth in
corporate customers, higher revenue per customer and price increases. Sales of
the VIP Resume search product generated $6.8 million during the six months ended
June 30, 2001 compared with $3.0 million for the same period in 2000. The growth
in VIP Resume revenue is the result of more customers purchasing access to our
VIP Resume database and price increases. Brand builder was first offered in June
2000 and contributed $1.1 million during the six months ended June 30, 2001
compared with $2,000 in the six months ended June 30, 2000. We began organizing
online and offline career fairs in the fourth quarter of 2000. The career fairs
contributed $298,000 in revenue during the first six months of 2001. Other
revenue, consisting of banner advertisements, sponsorships and other, was $2.2
million for the six months ended June 30, 2001 compared with $1.4 million for
the six months ended June 30, 2000.

         Costs of revenues. Our costs of revenues increased $256,000, or 135%,
from $190,000 for the six months ended June 30, 2000 to $447,000 for the six
months ended June 30, 2001. The increase in costs of revenues was primarily due
to our increasing bandwidth and server capacity to accommodate the growth in
user traffic and content on our web site. Expenses for internet access also
increased due to additional costs to provide Internet access to a larger
employee base.

         Marketing and selling expenses. Marketing and selling expenses
increased $9.0 million, or 44%, from $20.4 million for the six months ended June
30, 2000 to $29.4 million for the six months ended June 30, 2001. The growth is
attributable to increased headcount and rent associated with opening additional
sales offices, which collectively increased by $5.5 million between the two
six-month periods. Marketing and ad spending grew by $1.1 million from $11.9
million for the six months ended June 30, 2000 to $13.0 million for the same
period in 2001. Marketing and ad spending over the six-month period decreased as
a percentage of revenue to 39%, down from 74% in 2000 as we refocused our online
ad spending to web sites where we were receiving the greatest return. We created
the Recruiter Business Unit in June 2000 and the Agency Sales Division in July
2000, which resulted in $2.9 million in additional sales expenses for the six
months ended June 30, 2001 compared with the same period in 2000. We also hired
additional staff in the Business Development and Customer Service departments in
May and July of 2000. The build-out and staffing of the two new departments
resulted in $1.5 million in additional sales expenses in the second quarter of
2001 compared with the same period in 2000.


<PAGE>   11


         General and administrative expenses. General and administrative
expenses increased $990,000, or 25%, from $4.0 million for the six months ended
June 30, 2000 to $5.0 million for the six months ended June 30, 2001. Additions
to personnel caused payroll and benefits expenses to increase by $931,000
between the periods. Insurance and legal costs related to opening new offices
and adding employees also went up $375,000 from the six months ended June 30,
2000 to the six months ended June 30, 2001. Prior to October 2000, we reported
bad debt in general and administrative expenses. Beginning in October 2000, we
began reporting bad debt sales and marketing expenses. This accounting change
resulted in an $877,000 decrease in general and administrative expenses between
the periods, which partially offset the other increases.

         Stock Compensation Expense. There was no stock compensation expense for
the six-month period ended June 30, 2001, compared with $510,000 for the six
months ended June 30, 2000. In 1999, we sold 271,167 shares of Class A preferred
stock and 140,000 shares of common stock to a group of ten executive officers,
key employees and directors at $1.50 per share and $2.00 per share,
respectively. In accordance with Accounting Principles Board Opinion No. 25, we
recognized compensation expense in 2000 related to the difference between the
purchase price and the estimated fair value of the shares of Class A preferred
stock and common stock. In conjunction with the CareerMosaic acquisition,
employee stock options immediately vested in full causing us to recognize the
remaining balance in 2000. There is no stock compensation expense expected in
2001.

         Depreciation and amortization. Depreciation and amortization increased
$8.0 million, or 966%, from $833,000 for the six months ended June 30, 2000 to
$8.9 million for the six months ended June 30, 2001. Depreciation increased
$522,000 as a result of $2.7 million in additional capital purchases during the
second half of 2000 and the first two quarters of 2001. The majority of the
purchases were for servers to support the web site and furniture and computer
equipment related to the opening of sales offices and hiring of additional
staff. Amortization grew from $233,000 for the six months ended June 30, 2000 to
$7.8 million for the six months ended June 30, 2001 primarily due to the
amortization of goodwill that resulted from the acquisitions of CareerMosaic and
Miracle Workers.

LIQUIDITY AND CAPITAL RESOURCES

            As of June 30, 2001, we had approximately $13.9 million in cash and
cash equivalents, up 4.9% from $13.2 million at December 31, 2000. Net cash used
in operating activities was $3.6 million and $4.5 million for the six months
ended June 30, 2001 and June 30, 2000, respectively. Net cash used in operating
activities primarily consisted of the net loss for the periods. Additional
increases for the six-month period in 2001 related to increased prepaid expenses
for advertising. Growth in receivables arising from revenue growth and prepaid
expenses related to advertising contracts were the cause for additional
increases for the six-month period in 2000. During the six months ended June 30,
2001, $9.0 million was provided by the add-back of non-cash expenses. These
expenses related primarily to amortization of goodwill. We also recognized a
non-cash expense during the six-month period for a stock warrant that was issued
to Wachovia Capital Investments, Inc. ("Wachovia") in conjunction with our $7.5
million credit facility. The warrant was valued at $95,000 and was expensed
immediately as interest expense. During the six months ended June 30, 2000, $8.7
million was provided by increases in current liabilities, which partially offset
the operating use of funds.

            Net cash used in investing activities of $929,000 for the six months
ended June 30, 2001 was for capital expenditures and goodwill related to the
CareerMosaic and Miracle Workers acquisitions. For the six months ended June 30,
2000, net cash invested of $4.0 million primarily consisted of capital
expenditures. Purchasing of short term investments and goodwill related to the
All In One Submit acquisition also represented a $1.0 million use of cash
collectively in 2000. Investing activities included the purchase of high-grade
short-term investments having maturities of less than one year. The majority of
the capital purchases relate to computer equipment to build our network
infrastructure and office furniture to accommodate our increased personnel. We
currently have no material commitments for capital expenditures other than in
the ordinary course of business.

            Net cash provided by financing activities was $5.2 million and
$178,000 for the six months ended June 30, 2001 and June 30, 2000, respectively.
Proceeds from the issuance of common stock to employees for the exercise of
stock options provided $252,000 and $191,000 for the six months ended June 30,
2001 and June 30, 2000, respectively. We received $5.0 million in funding from a
term loan with Wachovia in the beginning of the second quarter of 2001. The cash
inflow



<PAGE>   12

from the loan was partially offset by payments on a short-term loan for the
purchase of the domain name www.jobsearch.com.

         On March 5, 2001, we entered into an agreement with Yahoo! Inc. to be
the sole provider of job listings for Yahoo!(R)Careers, a service on the
Yahoo.com web site. During the term of the agreement, we will pay Yahoo!
approximately $25.5 million. Total cash commitments under this agreement for the
year ended December 31, 2001 are approximately $14.4 million, of which, $8.8
million was paid during the six month period ended June 30, 2001. In connection
with the agreement, we also issued a warrant to Yahoo! for the purchase of up to
310,559 shares of HeadHunter.NET, Inc. common stock at an exercise price of
$6.44 per share. The agreement with Yahoo! is non-cancelable.

         On May 10, 2001, we entered into a loan and security agreement with
Wachovia to borrow $5.0 million for a term of 18 months. During the term of this
loan, interest is payable monthly until maturity, at which time all principal
and accrued but unpaid interest will be due. In addition, under the loan and
security agreement, for a period of 18 months, Wachovia will make available to
us a $2.5 million line of credit. Under the line of credit, interest is payable
monthly until expiration, at which time all outstanding principal and accrued
but unpaid interest will be due. As of the date of filing this quarterly report
on form 10-Q, there were no amounts outstanding under the line of credit.

         We have incurred losses and negative cash flows from operations since
inception as a result of efforts to build out our network infrastructure,
increase staffing, market our web site, and further develop our systems. We
currently estimate that our working capital generated from operations, funds
from the term loan and revolving credit facility with Wachovia, and funds from
the subordinated note with Omnicom Finance will be sufficient to meet our
anticipated operating and capital expenditure needs for at least the next 12
months. Depending on market opportunities, circumstances may arise in which we
would seek to raise additional funds prior to such time through borrowings or
the issuance of equity or debt securities. The method and rate of our pursuit of
these market opportunities could be impacted by our ability to raise such
funding.

         Our ability to grow will depend in part on our ability to increase the
capacity and effectiveness of our web site, the effectiveness of our sales and
marketing efforts, and our customer support capabilities. We may need to raise
funds in excess of our current expectations in order to take advantage of new
opportunities, to react to unforeseen difficulties or to otherwise respond to
competitive pressures. If we raise additional funds by issuing equity or
convertible debt securities, the percentage ownership of our existing
shareholders will be reduced, shareholders may experience additional dilution,
and such securities may have rights, preferences or privileges senior to those
of our common stock.

ITEM 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

         We believe our exposure to market rate fluctuations on our investments
is nominal due to the short-term nature of those investments. At present, we do
not employ any derivative financial instruments, other financial instruments or
derivative commodity instruments to hedge any market risks, however, we may
employ them in the future. At June 30, 2001, we held $92,000 in short-term
investments in high-grade instruments having maturities less than one year.

<PAGE>   13


PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           The Company is not a party to, nor is any of its property subject to,
           any material legal proceedings.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

a)         Not Applicable.

b)         Not Applicable.

c)         On May 10, 2001 the Company issued a warrant to Wachovia to purchase
           up to 100,000 shares of the Company's common stock at an exercise
           price of $4.253 per share. The warrant was issued in connection with
           Wachovia and the Company entering into a loan and security agreement.
           The issuance of the warrant was exempt from registration under
           Sections 4(2) and 4(6) of the Securities Act and Regulation D
           promulgated under the Securities Act.

d)         Not Applicable.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           Not Applicable

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           The annual meeting of shareholders was held in Atlanta, Georgia on
           June 21, 2001. In total, 18,204,025 shares of common stock, 89.3% of
           outstanding shares, were represented in person or by proxy.

           The following two directors were elected to a three-year term
           expiring in 2004:

<TABLE>
<CAPTION>
                                                             Number of Shares
                                                          For               Withheld
                                                       ----------           --------
           <S>                                         <C>                  <C>
           William H. Scott, III                       17,875,726            328,299
           Burton B. Goldstein, Jr.                    17,875,726            328,299
</TABLE>

           The 1998 Long Term Incentive Plan for directors and employees was
           amended to increase the number of shares of common stock available
           for issuance under the plan from 4,000,000 to 4,400,000: 15,656,032
           shares voted in favor; 2,543,943 shares voted against; and 4,050
           shares abstained (including broker non-votes).

           The selection of Arthur Andersen LLP as independent accountants was
           approved: 18,197,150 shares voted in favor; 4,775 shares voted
           against; and 2,100 shares abstained (including broker non-votes).

           There were no shareholder proposals at the meeting.

ITEM 5.    OTHER INFORMATION

           Not Applicable


<PAGE>   14


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         a)       Exhibits

         None

         b)       Reports on Form 8-K

         HeadHunter.NET, Inc. filed a current report on Form 8-K on June 28,
         2001 regarding a presentation it made at a First Union Securities
         investor conference. Headhunter.net announced that it expects to
         generate positive earnings before interest taxes depreciation and
         amortization for the quarter ended June 30, 2001. The company also
         announced at the conference that job seeker visits were expected to
         increase by 133% over first quarter numbers to more than 40 million in
         the second quarter.


<PAGE>   15


                                   SIGNATURES

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

                              HEADHUNTER.NET, INC.


Date: August 14, 2001          By:          /s/ W. Craig Stamm
                                  ----------------------------------------------
                                                W. Craig Stamm
                                           Chief Financial Officer
                               (duly authorized and principal financial officer)