SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

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

For the quarterly period ended June 30, 2000

OR

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

For the transition period

Commission file number 000-25111


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

Delaware                                                    13-4015248
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                    236 West 26th Street, Suite 12W, New York, NY 10001
                    (Address of principal executive offices)

                                 (212) 741-6511
              (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 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
filing requirements for the past 90 days.

Yes       [X]              No       [  ]

Number of shares  outstanding of  Registrant's  Common Stock as of July 31, 2000
was 2,179,785.

<PAGE>
<TABLE>
<CAPTION>
                                                        PART I

ITEM 1:  FINANCIAL STATEMENTS
DIRECTRIX, INC.
CONDENSED BALANCE SHEETS
____________________________________________________________________________________________________________________________________



                                                                                             June 30,                  March 31,
                                                                                               2000                      2000
                                                                                        ------------------        ------------------
                                                                                           (unaudited)               (derived from
                                                                                                                   audited financial
                                                                                                                      statements)

                                     ASSETS:
<S>                                                                                              <C>                       <C>
Current assets:
     Cash and cash equivalents .......................................................       $     15,000              $    324,000
     Accounts receivable .............................................................          1,000,000                   825,000
     Prepaid expenses and other current assets .......................................            121,000                    87,000
                                                                                        ------------------        ------------------
                    Total current assets .............................................          1,136,000                 1,236,000
Property and equipment, net ..........................................................          5,026,000                 5,141,000
Library of movies, net ...............................................................            951,000                 1,122,000
Deferred financing costs .............................................................            477,000                   562,000
Other assets .........................................................................             93,000                    93,000
                                                                                        ------------------        ------------------
                    Total assets .....................................................       $  7,683,000              $  8,154,000
                                                                                        ==================        ==================


                      LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
    Accounts payable .................................................................       $  2,348,000              $  1,867,000
    Customer deposits ................................................................            110,000                   110,000
    Accrued expenses and other current liabilities ...................................            302,000                   322,000
                                                                                        ------------------        ------------------
                    Total current liabilities ........................................          2,760,000                 2,299,000

Transponder lease liability ..........................................................            464,000                   464,000
Other liabilities ....................................................................             89,000                    96,000
Revolving line of credit .............................................................          3,068,000                 1,913,000
                                                                                        ------------------        ------------------
                    Total liabilities ................................................          6,381,000                 4,772,000
                                                                                        ------------------        ------------------

Commitments and contingencies

Stockholders' equity

    Common stock, $.01 par value; authorized 25,000,000 shares; 2,179,785 shares
      issued and outstanding at June 30, 2000 and March 31, 2000, respectively .......             22,000                    22,000
    Additional paid-in capital .......................................................         20,818,000                20,833,000
    Accumulated deficit ..............................................................        (19,538,000)              (17,473,000)
                                                                                        ------------------        ------------------
                    Total stockholders' equity .......................................          1,302,000                 3,382,000
                                                                                        ------------------        ------------------
                    Total liabilities and stockholders' equity .......................       $  7,683,000              $  8,154,000
                                                                                        ==================        ==================


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

</TABLE>
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<CAPTION>

DIRECTRIX, INC.
CONDENSED STATEMENTS OF OPERATIONS (unaudited)
____________________________________________________________________________________________________________________________________



                                                                                                 Three Months Ended June 30,
                                                                                               2000                      1999
                                                                                        ------------------        ------------------
<S>                                                                                             <C>                       <C>

Revenues .............................................................................       $  1,641,000              $  2,415,000
                                                                                        ------------------        ------------------

Operating expenses:
    Salaries, wages and benefits .....................................................            809,000                   683,000
    Library amortization .............................................................            170,000                    94,000
    Satellite costs ..................................................................          1,673,000                 1,573,000
    Selling, general and administrative expenses .....................................            561,000                 1,068,000
    Depreciation .....................................................................            348,000                   270,000
                                                                                        ------------------        ------------------
           Total operating expenses ..................................................          3,561,000                 3,688,000
                                                                                        ------------------        ------------------

           Loss from operations ......................................................         (1,920,000)               (1,273,000)

Interest expense .....................................................................           (145,000)                  (35,000)
Gain on sale of marketable securities ................................................                --                    488,000
                                                                                        ------------------        ------------------

           Net loss ..................................................................       $ (2,065,000)               $ (820,000)
                                                                                        ==================        ==================


Net loss per common share
      Basic and diluted ..............................................................       $      (0.95)               $    (0.39)
                                                                                        ==================        ==================

Weighted average number of shares outstanding:
      Basic and Diluted (note 7) .....................................................          2,179,785                 2,081,092
                                                                                        ==================        ==================


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

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<CAPTION>

DIRECTRIX, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited)
FOR THE THREE MONTHS ENDED JUNE 30, 2000
____________________________________________________________________________________________________________________________________



                                                                                    Additional
                                                                      Common          Paid-in         Accumulated
                                                                       Stock          Capital            Deficit          Total
                                                                   -----------   ---------------   ----------------   --------------
<S>                                                                     <C>             <C>                 <C>             <C>
Balance at March 31, 2000 ......................................    $  22,000     $  20,833,000     $  (17,473,000)    $  3,382,000

    Adjustment to value of warrants issued in connection with
      credit facility ..........................................           --           (15,000)                --          (15,000)

    Net loss ...................................................           --                --         (2,065,000)      (2,065,000)

                                                                   -----------   ---------------   ----------------   --------------
Balance at June 30, 2000 .......................................    $  22,000     $  20,818,000     $  (19,538,000)    $  1,302,000
                                                                   ===========   ===============   ================   ==============


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

</TABLE>
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<CAPTION>

DIRECTRIX, INC.
CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
____________________________________________________________________________________________________________________________________



                                                                                          Three months ended June 30,
                                                                                            2000               1999
                                                                                            ----               ----
<S>                                                                                          <C>                <C>
Cash flows from operating activities:
    Net loss .....................................................................    $  (2,065,000)       $  (820,000)
                                                                                     ---------------      -------------
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation of property and equipment .......................................          348,000            270,000
    Amortization of library of movies ............................................          170,000             94,000
    Amortization of deferred financing costs .....................................           70,000             23,000
    Gain on sale of marketable securities ........................................               --           (488,000)
    Bad debt expense .............................................................               --            200,000
    Consulting expense satisfied through the issuance of warrants ................               --            175,000
    Changes in assets and liabilities:
         Increase in accounts receivable .........................................         (175,000)          (502,000)
         Increase in officer loans ...............................................               --           (670,000)
         Increase in prepaid expenses and other current assets ...................          (34,000)          (240,000)
         Increase in other assets ................................................               --            (26,000)
         Increase in accounts payable and accrued expenses .......................          462,000            274,000
         Increase in customer deposits ...........................................               --             67,000
         Decrease in other liabilities ...........................................           (7,000)                --
                                                                                     ---------------      -------------
                   Total adjustments .............................................          834,000           (823,000)
                                                                                     ---------------      -------------
                   Net cash used in operating activities .........................       (1,231,000)        (1,643,000)
                                                                                     ---------------      -------------
Cash flows from investing activities:
         Proceeds from sale of Playboy Stock .....................................               --          2,388,000
         Purchase of property and equipment ......................................         (233,000)          (782,000)
                                                                                     ---------------      -------------
                   Net cash (used in) provided by investing activities ...........         (233,000)         1,606,000
                                                                                     ---------------      -------------
Cash flows from financing activities:
         Payment of capital lease obligations ....................................               --            (99,000)
         Borrowings under revolving line of credit ...............................        1,155,000                 --
                                                                                     ---------------      -------------
                   Net cash provided by (used in) financing activities ...........        1,155,000            (99,000)
                                                                                     ---------------      -------------
                   Net decrease in cash and cash equivalents .....................         (309,000)          (136,000)
Cash and cash equivalents, beginning of the period ...............................          324,000          1,450,000
                                                                                     ---------------      -------------
                   Cash and cash equivalents, end of the period ..................    $      15,000        $ 1,314,000
                                                                                     ===============      =============


Supplemental disclosures of cash flow  information:

         Cash paid during the period for:
                   Interest ......................................................    $      56,000        $    12,000
                                                                                     ===============      =============

Supplemental schedule of non-cash investing and financing activities:
         Adjust value of warrants in connection with the credit facility .........    $     (15,000)       $        --

                         The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

DIRECTRIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 (unaudited)
________________________________________________________________________________

1. In the opinion of Directrix,  Inc. ("Directrix"),  the accompanying unaudited
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring  accruals)  necessary to present  fairly the financial  position as of
June 30, 2000, and the results of operations and cash flows for the three months
ended June 30, 2000.

2. The  results  of  operations for the three months ended June 30, 2000 are not
necessarily indicative of the results to be expected for the full year.

3. Certain information and footnote  disclosures  normally included in financial
statements prepared in accordance with generally accepted accounting  principles
("GAAP") have been condensed or omitted.  These financial  statements  should be
read in conjunction with the financial  statements and notes thereto included in
Directrix's Annual Report on Form 10-KSB for the year ended March 31, 2000.

4. Directrix,  a Delaware  corporation,  is a full service provider  of  digital
video  asset  management   services,   primarily to the entertainment  industry.
Directrix  provides  all  of  the technical services required to create, support
and  deliver  digital  video  programming  and  data  services from its advanced
digital network facility.  Directrix  offers  a  number  of  services  including
digital video playback,  downlink  and uplink, satellite space segments, digital
video  archiving   and  trafficking,   video  Internet  streaming,   digital  ad
insertion and digital  archiving  and  distribution  for  VOD  (Video-on-Demand)
platforms.

         Spice Entertainment Companies,  Inc. ("Spice") formed Directrix in 1998
in  contemplation   of  Spice's   acquisition  by  Playboy   Enterprises,   Inc.
("Playboy").  On the March 15, 1999  closing of the Playboy  transaction,  Spice
transferred its network services division to Directrix  including Spice's master
control  and  digital  playback  facility   ("Operations   Facility"),   service
agreements to provide network creation, playback and other technical services to
Emerald Media,  Inc. ("EMI") and others, an option (the "EMI Option") to acquire
the network business or stock of EMI, certain rights in Spice's library of adult
films,  approximately $0.8 million in cash, certain prepaid assets  and accounts
receivable.  Spice also  transferred  173,784  shares of Playboy  Class B Common
Stock to Directrix that it had acquired as  part  of  the  Playboy  transaction.
Directrix also assumed certain  liabilities  related  to the transferred assets.
Spice then spun off Directrix  to  its  former  stockholders,  distributing  the
Directrix stock as part of the merger consideration.

5. Directrix  commenced  operations  as  a stand-alone  business  following  its
spin-off  from Spice on   March 16,  1999.  Directrix  incurred   net losses  of
$2.1  million for the three months ended June 30, 2000 and $6.1  million for the
year ended March 31, 2000.  At June 30,  2000, Directrix  had a working  capital
deficiency  of  $1.7  million.  These  matters  raise  substantial  doubt  about
Directrix's  ability to continue  as a  going  concern.   Directrix's  continued
existence is dependant upon several factors,  including its  ability to generate
operating cash flow via execution of its long-term  business  plan,  and  secure
additional financing to provide for the immediate deficiency in working capital.

         On September 1, 1999,  Directrix relocated its Operations Facility to a
new facility located in Northvale,  New Jersey.  The new fully automated network
origination  center  is  designed  to be a 24 hours a day by 7 days a week  full
service provider of all the technical and creative services required to develop,
support and deliver  network  television,  video,  audio and data  services  via
satellite, fiber and Internet.

         Management  believes that the relocation and buildout of the Operations
Facility is critical to the realization of Directrix's  long-term business plan.
Management  also believes that since the buildout of the Operations  Facility is
substantially  complete,  Directrix now has the capacity to increase  revenue by
using its  technological  resources to expand its customer  base and develop new
business  lines  without  significantly  changing its cost  structure  and, as a
result,  generate operating cash flow.  However,  there can be no assurance that
management will actually be successful at executing its long-term  business plan
or  that  the  successful  implementation  of the  business  plan  will  improve
operating results.

          Directrix  has a $3.5  million  revolving  line of credit,  from which
approximately  $3.1 million has been drawn down as of June 30, 2000.  Management
forecasts  that  Directrix  will require  additional  funding to provide for the
deficiency in working  capital until  Directrix  generates  operating cash flow.
Management  believes  that  it  has  access  to  potential  sources  of  capital
sufficient  enough to meet  Directrix's  needs over the next twelve months.  The
potential sources of capital include, but are not limited to: (i) an increase in
its line of credit,  (ii) the sale of its option to acquire  EMI and/or  (iii) a
possible private placement of equity  securities with individual,  institutional
and strategic  investors.  There can be no assurance,  however,  that management
will be successful in its efforts to obtain sufficient capital.

<PAGE>

DIRECTRIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 (unaudited) CONTINUED
_______________________________________________________________________________

6. During the three months ended June 30, 1999,  Directrix sold 73,784 shares of
Playboy  stock  contributed  by  Spice  at  Closing  for net  cash  proceeds  of
approximately  $2.4 million,  resulting in a gain of approximately $0.5 million.

7. Net loss per share for the three months ended June 30, 1999 and June 30, 2000
are calculated in accordance  with Statement of Financial  Accounting  Standards
("SFAS") No. 128,  "Earnings Per Share." Since Directrix reported a net loss for
all periods presented, basic and diluted earnings per share exclude dilution and
are computed by dividing net loss  attributable  to common  shareholders  by the
weighted-average  common shares outstanding for the period. Options and warrants
were  excluded from the  calculation  of earnings per share because their effect
would be anti-dilutive.  Directrix had 287,973 Common Stock options  outstanding
as of June 30, 2000.  At June 30, 2000 all Common Stock  purchase  warrants were
exercised.

8. Directrix  capitalizes the  acquisition  costs for the rights to movie titles
purchased or licensed.  The  acquisition  costs are amortized on a straight-line
basis over the shorter of the useful life or the license  period,  ranging  from
one to five years. Effective April 1, 2000, Directrix changed the estimated life
of its library of movies to two years.

9. To assist Directrix in achieving its business  objectives,  Messrs.  Faherty,
McDonald and Kirby,  Directrix's  Chief Executive  Officer,  President and Chief
Operating  Officer,  respectively,  voluntarily  agreed to a reduction  in their
annual  salaries of $200,000  for Mr.  Faherty,  $24,750  for Mr.  McDonald  and
$22,584 for Mr. Kirby.  The salary  reductions  took effect on June 24, 2000 and
will  continue  for  the  remainder  of  the  year  ended  March  31,  2001.  In
consideration of their agreements to the  salary  reduction,   the  Compensation
Committee of the Board of Directors granted each of Messrs.  McDonald and  Kirby
5,000 fully vested  options to acquire  shares of the Common Stock of  Directrix
exercisable at $4.00 per share, the closing price of  Directrix's stock on  June
22, 2000.  In consideration of Mr. Faherty's agreement to the salary  reduction,
after considering several alternatives, the Compensation  Committee has  decided
to grant Mr. Faherty additional options, the amount of  which has  not yet  been
determined.

         On May 1, 2000,  pursuant to employment  agreements,  Directrix granted
employees an aggregate of 40,000  options to acquire  shares of the Common Stock
of Directrix exercisable at $5.75 per share, the fair market value of the Common
Stock on the date of grant.

         In accordance with APB Opinion No. 25  "Accounting for Stock  Issued to
Employees,"  and related  interpretations in accounting for its  stock incentive
plans,  Directrix  did not recognize compensation expense in connection with the
above mentioned  grants because the exercise price was equal to the market value
of the stock on the grant date.

         In May 2000,  Directrix entered into a four-month agreement with one of
its non-employee  directors to provide various consulting services to Directrix.
In  consideration  for  providing  these  services,  Directrix  agreed to pay an
aggregate of $20,000 over the term of the agreement.

10.  Effective  April 1, 2000,  Directrix  and EMI agreed to extend the terms of
their existing service and license Agreements to December 31, 2002.  Directrix's
service  agreements with Playboy and Califa  currently expire on March 15, 2001.
Directrix is currently in  negotiations  to extend the term of these  agreements
and is seeking to add  additional  networks and services.  However,  there is no
assurance that Directrix will be able to extend the terms of these agreements.

<PAGE>

DIRECTRIX, INC.
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
_______________________________________________________________________________

Except for the historical  information  contained therein, the matters discussed
in "Management's  Discussion and Analysis of Financial  Condition and Results of
Operations" are not historical facts, but are  "forward-looking  statements," as
that term is defined in the Private Securities Litigation Reform Act of 1995. In
addition,  Directrix or its  representatives  have made and may continue to make
forward-looking statements,  orally or in writing, in other contexts, such as in
reports filed with the  Securities  and Exchange  Commission,  press releases or
statements made with the approval of an authorized  Directrix executive officer.
These forward-looking statements can be identified by the use of forward-looking
terminology  such as "believes,"  "expects,"  "plans,"  "may," "will,"  "would,"
"could," "should," "anticipates," "estimates," "project," "intend," or "outlook"
or the  negative  of these  words or other  variations  of these  words or other
comparable   words,  or  by  discussion  of  strategy  that  involve  risks  and
uncertainties. These forward-looking statements are only predictions, and actual
events or results may differ materially as a result of a wide variety of factors
and conditions, many of which are beyond Directrix's control.

Overview

         Directrix is a Delaware corporation formed by Spice in contemplation of
Spice's acquisition by Playboy.  On March 15, 1999, prior to the  Closing, Spice
contributed  to Directrix, among other things, all of the assets and liabilities
associated with the  Operations  Facility,  the EMI  Option  and  the  rights to
distribute the explicit version of Spice's adult films in the  c-band  direct-to
-home ("DTH") market and over the Internet. Spice also contributed approximately
$0.8 million in cash,  accounts  receivable and other  current  assets  totaling
approximately  $1.2  million  and  173,784   shares  of Playboy  stock valued at
approximately  $4.5 million, which were purchased by Spice prior to the Closing.

         On September 1, 1999,  Directrix relocated its Operations Facility to a
new facility located in Northvale,  New Jersey.  The new fully automated network
origination  center  is  designed  to be a 24 hours a day by 7 days a week  full
service provider of all the technical and creative services required to develop,
support and deliver  network  television,  video,  audio and data  services  via
satellite, fiber and Internet.

         For the  period  from April 1, 1999 to  December  31,  1999,  Directrix
recorded  revenues from EMI based on  contractual  amounts.  Prior to that time,
Directrix had been recording  revenues from EMI based on cash  receipts.  During
the fourth quarter ended March 31, 2000, due to renewed uncertainty  surrounding
EMI's  ability to pay for all services  provided,  Directrix  resumed  recording
revenues  from EMI based on cash  receipts.  For the three months ended June 30,
1999,  Directrix  recorded bad debt expense associated with EMI of approximately
$0.2 million.

         Directrix's service agreements with Playboy and Califa currently expire
on March 15, 2001.  Directrix is currently in negotiations to extend the term of
these agreements and is seeking to add additional networks and services.

Results of Operations

         Net Loss.  Directrix  reported a net loss of $2.1 million for the three
months  ended June 30,  2000,  as compared to a net loss of $0.8 million for the
corresponding   period  in  1999.   The  increase  in  net  loss  was  primarily
attributable  to  a  decrease  in  revenue  from  EMI  of  $0.8  million.   Also
contributing to the increase in net loss was the inclusion of a gain on the sale
of Playboy  stock of  approximately  $0.5  million in the net loss for the three
months ended June 30, 1999. Increases in salary expense,  library  amortization,
satellite  expense,  depreciation  expense and interest expense of approximately
$0.1  million   each  were  offset  by  a  decrease  in  selling,   general  and
administrative expenses of approximately $0.5 million.

         Revenues.  Total  revenue for  the  three  months  ended  June 30, 2000
decreased  by   $0.8 million  as  compared  to  the same  period  in  1999.  The
decrease  in  revenue  was  primarily  attributable  to a  decrease  in  revenue
associated  with the  recording  of EMI revenue  based on cash  receipts for the
three months ended June 30, 2000 as compared to recording  EMI revenue  based on
contractual amounts for the three months ended June 30, 1999. Total revenue from
Directrix's other customers increased by approximately ten percent (10%) for the
three  months  ended June 30, 2000 as compared  to the  corresponding  period in
1999.

<PAGE>

DIRECTRIX, INC.
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
_______________________________________________________________________________

         Salaries,  Wages and  Benefits.  Salaries,  wages and  benefits for the
three  months  ended June 30, 2000  increased by $0.1 million as compared to the
same  period  in  1999.  The  increase  in  salaries,  wages  and  benefits  was
attributable to the addition of two senior sales and marketing executives during
the three  months ended June 30, 2000 as compared to the three months ended June
30, 1999.

         Library  Amortization.  Library amortization for the three months ended
June 30,  2000  increased  by  approximately  $0.1  million as  compared  to the
corresponding  period in 1999. The increase was  attributable  to the additional
amortization  from the  acquisition  of EMI's  library  of  movies  acquired  on
September 30, 1999 and  Directrix's  change of the estimated life of its library
of movies to two years effective April 1, 2000.

         Satellite  Costs.  Satellite  costs for the three months ended June 30,
2000 increased by $0.1 million as compared to the corresponding  period in 2000.
The increase was primarily  attributable  to the  replacement  of a pre-emptible
transponder  lease with a  non-preemptible  transponder  lease during  November,
1999.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses for the three  months ended June 30, 2000  decreased by
approximately $0.5 million as compared to the corresponding  period in 1999. The
decrease was  primarily  attributable  to a decrease in  provision  for bad debt
expense relating to EMI of $0.2 million and the inclusion of approximately  $0.2
million of expense associated with the issuance of stock options to non-employee
directors recorded in the three months ended June 30, 1999.

         Depreciation  of Fixed  Assets.  Depreciation  of fixed  assets for the
three months  ended June 30, 2000  increased  by  approximately  $0.1 million as
compared to the same period in 1999. The increase was primarily  attributable to
fixed assets  associated  with the  relocation  and  buildout of the  Operations
Facility at Northvale, New Jersey.

         Interest Expense.  Interest expense for the three months ended June 30,
2000 increased by  approximately  $0.1 million as compared to the same period in
1999. The increase was  attributable  to interest on the amounts drawn down from
Directrix's  revolving line of credit and the amortization of additional  Common
Stock purchase warrants issued in February 2000 in connection with the revolving
line of credit.

Liquidity and Capital Resources

1. On March 31, 2000 and June 30, 2000, Directrix had working capital deficiency
of  approximately  $1.1 million and $1.7 million,  respectively.  The decline in
working  capital  during  the three  months  ended June 30,  2000 was  primarily
attributable to purchases of property and equipment associated with the buildout
of the Operations  Facility at Northvale,  New Jersey of $0.2 million and a $2.0
million operating loss.  Directrix  projects to spend an additional $0.3 million
on the renovation and buildout of the Operations Facility at Northvale.

         Directrix  has a  revolving  line of  credit of $3.5  million  ("Credit
Facility")  pursuant  to the  terms  of a  March  15,  1999  Security  and  Loan
Agreement,  as amended by the Amended and Restated  Loan and Security  Agreement
(as amended,  the "Amended Loan  Agreement")  dated February 15, 2000. Under the
terms of the Amended Loan Agreement, the Credit Facility was increased from $1.5
million to $3.5 million,  the maturity  date of the Credit  Facility was changed
from March 15, 2004 to March 15, 2002 and the terms of the Loan  Agreement  were
modified to provide that  Directrix was not permitted to draw down on the Credit
Facility after March 15, 2001. The providers of the Credit Facility  include the
Chairman of the Board and Chief Executive Officer,  the President and a Director
of Directrix,  as well as two unrelated parties  (collectively,  the "Lenders").
The Credit  Facility  bears  interest  at 11% per annum,  payable  monthly,  and
matures on March 15, 2002.  In  consideration  of their  agreeing to provide the
Credit  Facility,  Directrix  granted the Lenders an aggregate of 105,000 Common
Stock  purchase  warrants,  exercisable  for 10 years at $0.01  per  share.  The
aggregate fair market value of the warrants  (determined using the Black-Scholes
pricing model) amounts to approximately $0.7 million and is being amortized over
the term of the Credit  Facility.  All of the warrants were exercised as of June
30, 2000.

         As of June 30,  2000,  Directrix  has  drawn  down  approximately  $3.1
million from the Credit  Facility,  with  approximately  $0.4 million unused and
available  funds  remaining  under the Credit  Facility.  Directrix  is in final
negotiations to increase the funds available under the Credit Facility from $3.5
million to $4.5 million and expects to execute definitive  agreements during the
calendar third quarter of 2000.

<PAGE>

DIRECTRIX, INC.
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
_______________________________________________________________________________

         As  previously   mentioned,   Directrix   commenced   operations  as  a
stand-alone  business  following  its  spin-off  from  Spice on March 16,  1999.
Directrix  incurred  net losses of $2.1  million for the three months ended June
30, 2000 and $6.1 million for the year ended March 31,  2000.  At June 30, 2000,
Directrix had a working capital deficiency of $1.7 million.  These matters raise
substantial  doubt about  Directrix's  ability to  continue as a going  concern.
Directrix's continued existence is dependant upon several factors, including its
ability to generate  operating cash flow via execution of its long term business
plan, and secure additional financing to provide for the immediate deficiency in
working capital.

         Management  believes that the relocation and buildout of the Operations
Facility is critical to the realization of Directrix's  long-term business plan.
Management  also believes that since the buildout of the Operations  Facility is
substantially  complete,  Directrix now has the capacity to increase  revenue by
using its  technological  resources to expand its customer  base and develop new
business  lines  without  significantly  changing its cost  structure  and, as a
result, generate operating cash flow.

         Management  forecasts that Directrix will require additional funding to
provide  for  the  deficiency  in  working  capital  until  Directrix  generates
operating cash flow. Management believes that it has access to potential sources
of capital  sufficient  enough to meet  Directrix's  needs over the next  twelve
months. The potential sources of capital include, but are not limited to: (i) an
increase  in its line of  credit,  (ii) the sale of its  option to  acquire  EMI
and/or (iii) a possible private  placement of equity securities with individual,
institutional and strategic investors. There can be no assurance,  however, that
management  will be  successful  in its  efforts to obtain  sufficient  capital,
execute its long-term  business plan, or that the successful  implementation  of
the business plan will improve operating results.

2. During the three months ended June 30, 1999,  Directrix sold 73,784 shares of
Playboy stock contributed by Spice at Closing for net cash proceeds  aggregating
approximately $2.4 million, resulting in a gain of approximately $0.5 million.

3. Certain payments made by Spice prior to Closing resulted in a dispute between
Playboy and Directrix.  As a result, Playboy withheld approximately $0.5 million
of  severance  payments  payable to the Chief  Executive  Officer of  Directrix.
Pending resolution of the dispute,  Directrix loaned  approximately $0.6 million
to the Chief  Executive  Officer.  The loan was secured by an  assignment of the
withheld  severance  payments.  In September 1999, Playboy and Directrix settled
the dispute,  at which time Playboy  paid the  severance to the Chief  Executive
Officer, and the Chief Executive Officer repaid the loan to Directrix.

<PAGE>

                           PART II - OTHER INFORMATION

Item 1:         Legal Proceedings.

                None.

Item 6:         Exhibits and Reports On Form 8-K.

(a)             Exhibits.

                Exhibit 27.00 - Financial Data Schedule.

(b)             Reports on Form 8-K.

                None.

<PAGE>

                                   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 of the
undersigned, thereunto duly authorized.

                                    DIRECTRIX, INC.


Dated:  August 16, 2000

                                    By: /s/ Donald J. McDonald, Jr.
                                        ---------------------------------------
                                        Donald J. McDonald, Jr.
                                        President, Director, Chief Financial
                                        Officer and Principal Accounting Officer