<PAGE>

                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the quarterly period ended March 31, 2001.

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 For the transition period from      to      .

                        Commission File Number 333-62077


                           Jones Media Networks, Ltd.
                Exact name of registrant as specified in charter

Colorado                                                       #84-1470911
State of organization                                   I.R.S. employer I.D.#

                    9697 East Mineral Avenue, Colorado 80112
                      Address of principal executive office

                                 (303) 792-3111
                          Registrant's telephone number

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 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

<PAGE>

                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                             ------
<S>                                                                           <C>
PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements

        Unaudited Consolidated Statements of Financial Position
          as of December 31, 2000 and March 31, 2001........................     2

        Unaudited Consolidated Statements of Operations
          for the Three Months Ended March 31, 2000 and 2001................     3

        Unaudited Consolidated Statements of Cash Flows
          for the Three Months Ended March 31, 2000 and 2001................     4

        Notes to Unaudited Consolidated Financial Statements................     5

   Item 2. Management's Discussion and Analysis
     of Financial Condition and Results of Operations ......................    13

PART II. OTHER INFORMATION

   Item 3. Quantitative and Qualitative Disclosures About Market Risk.......    21
   Item 5. Other Materially Important Events................................    21
   Item 6. Exhibits and Reports on Form 8-K.................................    21
</TABLE>

<PAGE>

                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

             UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,       MARCH 31,
                                                                                             2000              2001
                                                                                        ---------------- ------------------
<S>                                                                                       <C>             <C>
CURRENT ASSETS:
Cash and cash equivalents.............................................................    $ 14,900,333     $  9,728,565
Available for sale securities.........................................................       3,711,739        1,490,787
Accounts receivable, net of allowance for doubtful accounts of
   $2,017,478 and $1,774,358, respectively............................................      15,991,148       14,203,520
Prepaid expenses......................................................................         415,769          582,240
Other current assets..................................................................         915,157        1,112,138
                                                                                           -----------      ------------
     Total current assets.............................................................      35,934,146       27,117,250
                                                                                           -----------      ------------
Property and equipment, net...........................................................      20,832,993       19,779,235
Intangible assets, net................................................................      59,822,488       57,432,800
Debt offering costs, net of accumulated amortization of
   $1,735,429 and $1,922,310, respectively............................................       3,363,347        3,176,466
Other non-current assets..............................................................       1,587,156        1,679,856
                                                                                           -----------      -----------
     Total assets.....................................................................    $121,540,130     $109,185,607
                                                                                          ============    =============
                         LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable--trade...............................................................    $  6,077,876     $  5,611,112
Producers' fees payable...............................................................       5,351,664        5,062,876
Cable programming distribution payments payable.......................................       2,238,934          969,219
Accrued liabilities and other current liabilities.....................................       3,195,484        1,863,511
Accounts payable--Jones International, Ltd............................................         232,260          460,534
Interest payable......................................................................       5,875,000        2,937,500
Deferred revenues.....................................................................         657,536        1,067,848
                                                                                          ------------      -----------
     Total current liabilities........................................................      23,628,754       17,972,600
                                                                                          ------------      -----------
LONG-TERM LIABILITIES:
Customer deposits and deferred revenues...............................................         601,026          622,258
Other long-term liabilities...........................................................       1,026,131        1,088,101
Senior secured notes..................................................................     100,000,000      100,000,000
                                                                                          ------------      -----------
     Total long-term liabilities......................................................     101,627,157      101,710,359
                                                                                          ------------      -----------
MINORITY INTEREST IN
   CONSOLIDATED SUBSIDIARIES..........................................................         297,874         (135,357)
                                                                                          ------------      -----------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
COMMON STOCK SUBJECT TO PUT, Class A Common Stock,
   $.01 par value: 136,540 shares issued and outstanding, respectively................       1,310,784        1,310,784
                                                                                          ------------      -----------
SHAREHOLDERS' DEFICIT:
Series A Preferred Stock, $.01 par value: 1,918,000 shares
   authorized, issued and outstanding.................................................      23,975,000       23,975,000
Class A Common Stock, $.01 par value: 100,000,000 shares authorized;
   5,329,463 shares issued and outstanding, respectively..............................          53,295           53,295
Class B Common Stock, $.01 par value: 2,231,400 shares
   authorized, issued and outstanding.................................................          22,314           22,314
Additional paid-in capital............................................................      28,453,436       28,453,436
Accumulated other comprehensive loss..................................................          (2,299)           1,528
Accumulated deficit...................................................................     (57,826,185)     (64,178,352)
                                                                                          ------------      -----------
     Total shareholders' deficit......................................................      (5,324,439)     (11,672,779)
                                                                                          ------------      -----------
     Total liabilities and shareholders' (deficit)....................................   $ 121,540,130     $109,185,607
                                                                                         =============     ============
</TABLE>

The accompany notes to these unaudited consolidated financial statements are an
           integral part of these consolidated financial statements.

                                       2
<PAGE>

                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                     2000               2001
                                                                ---------------    ---------------
<S>                                                             <C>                <C>
Revenues, including revenues from affiliated entities of
   $1,130,795 and $344,124, respectively (Note 2)..............  $  20,166,902      $  18,744,069
Operating expenses, including charges from affiliated entities
   of $1,780,357 and $1,706,411, respectively (Note 2):
   Operations..................................................     13,025,690         15,661,870
   Selling and marketing.......................................      2,348,047          2,609,872
   General and administrative..................................        746,413            595,715
   Depreciation and amortization...............................      3,393,088          3,573,353
                                                                ---------------    ---------------
     Total operating expenses..................................     19,513,238         22,440,810
                                                                ---------------    ---------------
OPERATING INCOME (LOSS)........................................        653,664         (3,696,741)
                                                                ---------------    ---------------
OTHER (INCOME) EXPENSE:
   Interest expense (Note 2)...................................      3,143,339          3,124,380
   Interest income.............................................       (226,375)          (230,284)
   Equity in loss (income) of subsidiaries.....................        (33,322)               --
   Other expense (income)......................................        (10,263)           167,718
                                                                ---------------    ---------------
     Total other expense, net..................................      2,873,379          3,061,814
                                                                ---------------    ---------------
LOSS BEFORE INCOME TAXES
   AND MINORITY INTEREST.......................................     (2,219,715)        (6,758,555)
   Income tax provision........................................         32,500             26,843
                                                                ---------------    ---------------
LOSS BEFORE MINORITY INTEREST..................................     (2,252,215)        (6,785,398)
   Minority interest in net income (loss)
     of consolidated subsidiaries..............................        326,365           (433,231)
                                                                ---------------    ---------------
NET LOSS.......................................................  $  (2,578,580)      $ (6,352,167)
                                                                ===============    ===============
ADJUSTMENTS TO ARRIVE AT COMPREHENSIVE
  LOSS.........................................................          1,750              3,827
                                                                ---------------    ---------------
COMPREHENSIVE LOSS.............................................  $  (2,576,830)      $ (6,348,340)
                                                                ===============    ===============
NET LOSS PER COMMON SHARE:
   Basic.......................................................  $       (0.34)      $      (0.83)
                                                                ===============    ===============
   Fully diluted...............................................  $       (0.34)      $      (0.83)
                                                                ===============    ===============
WEIGHTED AVERAGE COMMON SHARES:
   Basic.......................................................      7,641,256          7,697,403
                                                                ===============    ===============
   Fully diluted...............................................      7,600,670          7,640,131
                                                                ===============    ===============
</TABLE>

The accompany notes to these unaudited consolidated financial statements are an
           integral part of these consolidated financial statements.

                                       3
<PAGE>

                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                             FOR THE THREE MONTHS ENDED
                                                                                                      MARCH 31,
                                                                                               2000                2001
                                                                                        -------------------  -----------------
<S>                                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.............................................................................   $ (2,578,580)       $ (6,352,167)
  Adjustment to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization......................................................      3,393,088           3,573,353
    Amortization of debt offering costs................................................        214,747             186,881
    Equity in income of subsidiaries...................................................        (33,322)               --
    Write-offs of equipment and intangibles assets.....................................         65,380             205,376
    Minority interest in net income (loss) of consolidated subsidiaries................        326,365            (433,231)
    Net change in assets and liabilities:
     Decrease in receivables...........................................................        273,710           1,815,532
     Decrease in receivables from affiliates...........................................        217,559                --
     Increase in prepaid expenses and other current assets.............................       (229,496)           (371,520)
     Increase in other assets..........................................................        (30,413)            (30,730)
     Increase (decrease) in accounts payable...........................................        378,499            (105,513)
     Decrease in producers' fees payable...............................................       (600,269)           (288,788)
     Increase in accounts payable to Jones International, Ltd..........................        695,103             228,274
     Decrease in interest payable......................................................     (2,937,500)         (2,937,500)
     Increase in deferred revenues.....................................................        541,991             410,312
     Decrease in accrued and other liabilities.........................................       (188,312)         (1,331,973)
     Increase in customer deposits.....................................................         32,820              21,232
                                                                                           -----------        ------------
      Net cash used in operating activities............................................       (458,630)         (5,410,462)
                                                                                           -----------        ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment...................................................       (532,662)           (616,692)
  Proceeds from sale of available for sale securities..................................      1,589,469           2,224,779
  Cable programming distribution agreements payments...................................     (2,190,258)         (1,289,760)
  Purchases of intangible assets and programming.......................................       (711,472)            (79,633)
                                                                                           -----------        ------------
     Net cash provided by (used in) investing activities...............................     (1,844,923)            238,694
                                                                                           -----------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments for equity offering costs...................................................       (335,018)               --
                                                                                           -----------        ------------
     Net cash used in financing activities.............................................       (335,018)               --
                                                                                           -----------        ------------

DECREASE IN CASH AND CASH EQUIVALENTS..................................................     (2,638,571)         (5,171,768)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.........................................     13,270,784          14,900,333
                                                                                           -----------        ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD...............................................   $ 10,632,213        $  9,728,565
                                                                                          ============        ============
SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Class A Common Stock issued for radio programs.......................................   $    671,865        $       --
                                                                                          ============        ============
  Interest paid........................................................................   $  5,875,000        $  5,875,000
                                                                                          ============        ============
  Income tax paid......................................................................   $     32,500        $     26,843
                                                                                          ============        ============
</TABLE>


The accompany notes to these unaudited consolidated financial statements are an
           integral part of these consolidated financial statements.


                                       4
<PAGE>


                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This Form 10-Q is being filed by Jones Media Networks, Ltd. and its
subsidiaries (the "Company"). The accompanying consolidated statements of
financial position as of December 31, 2000 and March 31, 2001, the consolidated
statements of operations for the three months ended March 31, 2000 and 2001, and
the statements of cash flows for the three months ended March 31, 2000 and 2001,
are unaudited. This Form 10-Q is being filed in conformity with the SEC
requirements for unaudited financial statements and does not contain all of the
necessary footnote disclosures required for a complete presentation of the
consolidated statements of financial position, consolidated statements of
operations and consolidated statements of cash flows in conformity with
generally accepted accounting principles. However, in the opinion of management,
these statements include all adjustments, consisting of normal recurring
accruals, necessary for the fair presentation of results for these interim
periods. The results of operations for the three months ended March 31, 2001 are
not necessarily indicative of results to be expected for the entire year, or for
any other interim period.

     COMPREHENSIVE LOSS (INCOME)--Adjustments to comprehensive loss (income)
represent the net change in unrealized losses (gains) on available for sale
securities.

     USE OF ESTIMATES--The preparation of financial statements in conformity
with generally accepted accounting principles requires the Company to make
estimates and assumptions that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

     RECLASSIFICATIONS--Certain prior period amounts have been reclassified to
conform to the current presentation.

(2) TRANSACTIONS WITH AFFILIATED ENTITIES

     The Company is a subsidiary of Jones International, Ltd. ("Jones
International"), a holding company with ownership in several companies involved
in various industries. Jones International is wholly owned by the Company's
Chairman, Glenn R. Jones, who is Chairman and Chief Executive Officer of Jones
International and various of its subsidiaries. Certain officers or directors of
the Company are also officers or directors of these affiliated entities and,
from time to time, the Company may have transactions with these entities.
Certain expenses are paid by affiliated entities on behalf of the Company and
are allocated at cost based on specific identification or other methods which
management believes are reasonable. Principal recurring transactions with
affiliates are described below.

     REVENUES--Jones Earth Segment, Inc. ("Earth Segment"), a wholly owned
subsidiary of the Company, provides playback, editing, duplication, trafficking
and uplinking services to its cable programming network affiliates and to third
parties. Earth Segment charges affiliates for its services using rates which are
calculated to achieve a specified rate of return on its investment. For the
three months ended March 31, 2000 and 2001, Earth Segment charged a related
party and its affiliates approximately $746,000 and $143,000 respectively, for
these services.

     In addition, Jones Space Holdings ("Space Holdings"), a subsidiary of the
Company, subleases a satellite transponder capacity to a related party and
certain of its affiliates. Satellite transponder lease revenues of approximately
$385,000 and $201,000, were received from this related party and its affiliates
for the three months ended March 31, 2000 and 2001, respectively.

     OPERATING EXPENSES--The Product Information Network Venture, ("PIN
Venture") pays out a significant portion of the revenues generated by its
infomercial programming in the form of system rebates to cable systems which
enter into agreements to air such programming. For the three months ended March
31, 2000 and 2001, the PIN Venture paid rebates to Cox Communications of
approximately $958,000 and $1,143,000, respectively, for system rebates.

     The Company leases office space in Englewood, Colorado from affiliates
of Jones International. For the three months ended March 31, 2000 and 2001,
the Company paid these affiliates approximately $108,000 and $96,000,
respectively, for rent and associated expenses.

                                       5
<PAGE>


                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


     An affiliate of Jones International provides computer hardware and software
support services to the Company. For the three months ended March 31, 2000 and
2001, the Company paid the affiliate approximately $354,000 and $199,000,
respectively, for such services.

     The Company and its consolidated subsidiaries reimburse Jones International
and its affiliates for certain allocated administrative expenses. These expenses
generally consist of salaries, related benefits and other related costs.
Allocations of personnel costs are generally based on actual time spent by
affiliated associates with respect to the Company. For the three months ended
March 31, 2000 and 2001, the Company reimbursed Jones International and its
affiliates approximately $200,000 and $210,000, respectively.

     Galactic Radio, Inc. ("Galactic Radio"), a wholly owned subsidiary of the
Company, had a transponder lease agreement with Jones Satellite Holdings, Inc.
("Satellite Holdings"), an affiliate of Jones International, for the use of the
sub-carriers on a non-preemptible satellite transponder. Galactic Radio
terminated this agreement on January 31, 2000. This agreement allowed Galactic
Radio to use a portion of the transponder to distribute its audio programming.
The Company paid Satellite Holdings approximately $58,000 for this service.

     An affiliate of Jones International charged the Company approximately
$11,000 during the three months ended March 31, 2000 for the allocated costs of
its airplane which was used by the Company in connection with a proposed equity
offering. No such costs were incurred during the three months ended March 31,
2001.

     In the normal course of business, Jones International (1) remits funds on
behalf of the Company to third parties and affiliates in payment of products and
services purchased by the Company, and (2) receives funds on behalf of the
Company in payment for products and services provided by the Company. These
amounts are reimbursed from or to Jones International on a monthly basis. The
outstanding payable to Jones International and related parties at March 31, 2001
was approximately $461,000.

(3) NET LOSS PER COMMON SHARE

     Basic earnings per share ("EPS") is computed by dividing the net earnings
applicable to common shares by the weighted average number of common shares
outstanding during the period. Diluted EPS adjusts the basic weighted average of
common shares outstanding by the assumed redemption of shares subject to put in
the periods in which such effect would have been dilutive. Prior period amounts
have been adjusted to reflect the effect of the 5-for-4 stock split which was
effective on January 28, 2000. The table below presents a reconciliation of
weighted average shares used in the calculation of basic and diluted EPS:

<TABLE>
<CAPTION>
                                                         For the Three Months
                                                           Ended March 31,
                                                   -------------------------------
                                                        2000              2001
                                                   ---------------    ------------
<S>                                                  <C>               <C>
Weighted average shares for basic EPS.....              7,641,256        7,697,403
Less: shares subject to put...............                 40,586           57,272
                                                   --------------     ------------
Weighted average shares for diluted EPS...              7,600,670        7,640,131
                                                   ==============     ============
</TABLE>

(4) COMMITMENTS AND CONTINGENCIES

     GAC EQUITY AGREEMENT--In 1998, Great American Country and the Company
entered into an equity affiliate agreement with a multiple cable system operator
("MSO"). Pursuant to the terms of the agreement, the Company agreed to issue
shares of Class A Common Stock to this MSO in return for this MSO providing
Great American Country's programming to no less than 550,000 of the MSO's
subscribers by May 31, 1998 and an additional 150,000 subscribers by December
31, 1999. The total number of shares of Class A Common Stock issued was based on
the number of subscribers provided by this MSO. As of March 31, 2001, 136,540
shares of Class A Common Stock had been issued. No additional shares of Class A
Common Stock are required to be issued to this MSO. The value of the Class A
Common Stock was recorded as an intangible asset upon execution of the affiliate
agreements and upon issuance of the Class A Common Stock. This intangible is
being amortized using


                                       6
<PAGE>


                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


the straight-line method over the life of the contract (approximately 10 years).
Because of a put option granted to this MSO, the shares issued to this MSO are
presented above the Shareholders' Deficit section of the Statements of Financial
Position. The difference in the value of the shares issued to the put option
value at the exercise date is not significant.

     As noted above, this MSO was granted a put option on the Class A Common
Stock issued, whereby, if as of December 31, 2001, the Company or its successor
has not completed a public offering of its securities, the MSO would have the
option within 60 days of such date to require the Company to buy back its Class
A Common Stock at a price equal to all or a portion of the license fees that
would have been paid during the period between the date of the agreement and the
exercise date of the put option. The purchase price would be based on the total
number of MSO subscribers receiving the Great American Country service as of
December 31, 1999. Based on the number of subscribers receiving the Great
American Country service at December 31, 1999, the estimated purchase price of
the Class A Common Stock in the event the put option is exercised would be
approximately $951,000.

(6) UNAUDITED CONDENSED CONSOLIDATING FINANCIAL INFORMATION FOR SUBSIDIARY
GUARANTORS

     The Notes are fully and unconditionally guaranteed, jointly and severally,
on a senior unsecured basis by the following wholly-owned subsidiaries of the
Company: JPN, Inc., Jones Direct, Ltd., Jones Space Holdings, Inc., Jones Earth
Segment, Inc., Jones Infomercial Networks, Inc., Jones Radio Holdings, Inc.,
Great American Country, Inc., Jones Galactic Radio, Inc., Jones Infomercial
Network Ventures, Inc., Jones Galactic Radio Partners, Inc., Jones Radio
Network, Inc., Jones Audio Services, Inc., Jones Radio Network Ventures, Inc.,
Jones MediaAmerica, Inc., Jones Broadcast Programming, Inc., Jones MatchMedia,
Inc., and Jones MAI Radio, Inc. The only existing subsidiary of the Company that
did not guarantee the Notes is the PIN Venture (the "Non-Guarantor Subsidiary").
Superaudio and Jones/Capstar were subsidiaries of the Company that did not
guarantee the Notes. Superaudio ceased distributing its programming and all
other operating activities on January 31, 2000. Jones Radio Network, Inc.
purchased all Jones/Capstar assets on April 1, 2000 and now produces and
distributes its programming. Assets and liabilities that were transferred to
Jones Radio Network, Inc. are now reported under the "Subsidiary Guarantors."

     The Company has not provided separate complete financial statements and
other disclosures of the respective Subsidiary Guarantors because management has
determined that such information is not material to investors. There are no
significant contractual restrictions on distributions from each of the
Subsidiary Guarantors to the Company.

     Investments in subsidiaries are required to be accounted for by investors
on the equity method for purposes of the supplemental condensed consolidating
financial statement presentation. Under this method, investments are recorded at
cost and adjusted for the investor company's ownership share of the
subsidiaries' cumulative results of operations. In addition, investments
increase in the amount of contributions to subsidiaries and decrease in the
amount of distributions from subsidiaries. The elimination entries necessary for
consolidation purposes eliminate the equity method accounting for the investment
in subsidiaries and the equity in earnings of subsidiaries, intercompany
payables and receivables and other transactions between subsidiaries including
contributions and distributions.

     Sections 13 and 15(d) of the Securities Exchange Act of 1934 require
presentation of the following supplemental condensed consolidating financial
statements. Presented below is condensed consolidating financial information for
the Company and its subsidiaries as of and for the three months ended March 31,
2000 and 2001.


                                       7
<PAGE>


                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


      UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS - FOR THE
                       THREE MONTHS ENDED MARCH 31, 2000:
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         NON-
                                                             THE       SUBSIDIARY      GUARANTOR     ELIMINATION
                                                           COMPANY     GUARANTORS    SUBSIDIARIES      ENTRIES       REPORTED
                                                         ------------  ------------  --------------  ------------  -------------
<S>                                                       <C>          <C>             <C>            <C>           <C>
Revenues................................................. $     --     $  13,749       $  6,854       $   (436)     $   20,167
Operating expenses:
     Operations..........................................       --         7,597          5,865           (436)         13,026
     Selling and marketing...............................       --         2,142            206            --            2,348
     General and administrative..........................       747          --             --             --              747
     Depreciation and amortization.......................         7        3,354             31            --            3,392
                                                          ---------    ---------      ---------      ---------      ----------
          Total operating expenses.......................       754       13,093          6,102           (436)         19,513
                                                          ----------   ---------      ---------      ---------      ----------
     OPERATING INCOME (LOSS).............................      (754)         656            752            --              654
                                                          ---------    ---------      ---------      ---------      ----------
OTHER EXPENSE (INCOME):
     Interest expense....................................     3,143          --             --             --            3,143
     Interest income.....................................      (147)         (40)           (39)           --             (226)
     Equity share of loss (income) of subsidiaries.......    (1,182)       1,552            --            (403)            (33)
     Other expense (income), net.........................        11          (83)            62            --              (10)
                                                          ---------    ---------      ---------      ---------      ----------
          Total other expense (income)...................     1,825        1,429             23           (403)          2,874
                                                          ---------    ---------      ---------      ---------      ----------
     Income (loss) before income taxes and minority
        interest.........................................    (2,579)        (773)           729            403          (2,220)
     Income tax provision................................       --            33           --              --               33
                                                          ---------    ---------      ---------      ---------      ----------
     Income (loss) before minority interest..............    (2,579)        (806)           729            403          (2,253)
     Minority interest in net income of
        consolidated subsidiaries........................       --           --            --              326             326
                                                          ---------    ---------      ---------      ---------      ----------
NET INCOME (LOSS)........................................ $  (2,579)   $    (806)     $     729      $      77      $   (2,579)
                                                          =========    =========      =========      =========      ==========
</TABLE>

          UNAUDITED CONDENSED CONSOLIDATING CASH FLOWS - FOR THE THREE
                          MONTHS ENDED MARCH 31, 2000:
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         NON-
                                                             THE        SUBSIDIARY    GUARANTOR    ELIMINATION
                                                           COMPANY      GUARANTORS   SUBSIDIARIES    ENTRIES       REPORTED
                                                         ------------- ------------- ------------- -------------  ------------
<S>                                                       <C>           <C>           <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)....................................   $  (2,579)    $   (806)     $     729     $       77      $   (2,579)
  Adjustment to reconcile net income (loss)
   to net cash provided by (used in)
   operating activities:
    Non-cash expenses..................................         (85)       4,034             94            (77)          3,966
    Net change in assets and liabilities...............      (2,803)         525            432            --           (1,846)
                                                          ---------    ---------     ----------     ----------      ----------
     Net cash provided by (used in) operating activities     (5,467)       3,753          1,255            --             (459)
                                                          ---------    ---------     ----------     ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment...................         --          (459)           (74)           --             (533)
  Proceeds from the sale of investments................       1,589          --             --             --            1,589
  Cable programming distribution agreements payments...         --        (2,190)           --             --           (2,190)
  Purchase of intangible assets........................          (3)        (708)           --             --             (711)
                                                          ---------    ---------     ----------     ----------      ----------
     Net cash used in investing activities.............       1,586       (3,357)           (74)           --           (1,845)
                                                          ---------    ----------    -----------    ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments for equity offering costs...................        (335)         --             --             --             (335)
                                                          ---------    ---------     ----------     ----------      ----------
     Net cash used in financing activities.............        (335)         --             --             --             (335)
                                                          ---------    ---------     ----------     ----------      ----------
INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS...............................      (4,216)         396          1,181            --           (2,639)
CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD................................       7,889        2,708          2,674            --           13,271
                                                          ---------    ---------     ----------     ----------      ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD...............   $   3,673    $   3,104     $    3,855     $      --       $   10,632
                                                          =========    =========     ==========     ==========      ==========
</TABLE>

                                       8
<PAGE>

                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


                 UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF
                   FINANCIAL POSITION - AS OF MARCH 31, 2001:
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                           NON-
                                                           THE          SUBSIDIARY      GUARANTOR      ELIMINATION
                                                         COMPANY        GUARANTORS     SUBSIDIARIES      ENTRIES       REPORTED
                                                      --------------  --------------- --------------- -------------- --------------
<S>                                                     <C>             <C>             <C>             <C>            <C>
ASSETS:
Cash and cash equivalents............................  $      7,335     $     1,105     $     1,289     $       --     $     9,729
Available for sale securities........................         1,491             --              --              --           1,491
Accounts receivable, net.............................           --           13,700             504             --          14,204
Other current assets.................................           109           1,497              88             --           1,694
                                                        -----------     -----------     -----------     -----------    -----------
          Total current assets.......................         8,935          16,302           1,881             --          27,118
                                                        -----------     -----------     -----------     -----------    -----------
Property and equipment...............................            37          19,402             340             --          19,779
Intangible assets....................................         3,185          54,247               1             --          57,433
Other long-term assets...............................        25,939         (19,855)            --           (1,228)         4,856
                                                        -----------     -----------     -----------     -----------    -----------
          Total assets...............................   $    38,096     $    70,096     $     2,222     $    (1,228)   $   109,186
                                                        ===========     ===========     ===========     ===========    ===========
LIABILITIES AND SHAREHOLDERS'
   EQUITY (DEFICIT):
Accounts payable.....................................   $       965     $     2,677     $     1,969     $       --     $     5,611
Producers' fees payable..............................           --            5,063             --              --           5,063
Accrued liabilities..................................         3,239           2,855             138             --           6,232
Other current liabilities............................       (56,833)         57,484             417             --           1,068
                                                        -----------     -----------     -----------     -----------    -----------
          Total current liabilities..................       (52,629)         68,079           2,524             --          17,974
                                                        -----------     -----------     -----------     -----------    -----------
Senior secured notes.................................       100,000             --              --              --         100,000
Other long-term liabilities..........................         1,088             622             --              --           1,710
                                                        -----------     -----------     -----------     -----------    -----------
          Total long-term liabilities................       101,088             622             --              --         101,710
                                                        -----------     -----------     -----------     -----------    -----------
Minority interest....................................           --              --              --             (135)          (135)
Class A Common Stock subject to put..................         1,311             --              --              --           1,311
Shareholders' equity (deficit):
     Series A Preferred Stock........................        23,975             --              --              --          23,975
     Class A Common Stock............................            53             --              --              --              53
     Class B Common Stock............................            22             --              --              --              22
     General Partners' Contributions.................           --              --              350            (350)           --
     Additional paid-in capital......................        28,452             --              --              --          28,452
     Accumulated other comprehensive income..........             2             --              --              --               2
     Retained earnings (deficit).....................       (64,178)          1,395            (652)           (743)       (64,178)
                                                        -----------     -----------     -----------     -----------    -----------
Total shareholders' equity (deficit).................       (11,674)          1,395            (302)         (1,093)       (11,674)
                                                        -----------     -----------     -----------     -----------    -----------
          Total liabilities and shareholders'
             equity (deficit)........................   $    38,096     $    70,096     $     2,222     $    (1,228)   $   109,186
                                                        ===========     ===========     ===========     ===========    ===========
</TABLE>

                                       9
<PAGE>

                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

                 UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF
             OPERATIONS - FOR THE THREE MONTHS ENDED MARCH 31, 2001:
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         NON-
                                                             THE       SUBSIDIARY     GUARANTOR     ELIMINATION
                                                           COMPANY     GUARANTORS    SUBSIDIARIES     ENTRIES       REPORTED
                                                         ------------  ------------  -------------  -------------  ------------
<S>                                                       <C>            <C>            <C>            <C>            <C>
Revenues................................................. $     --       $   13,469     $   5,776      $    (501)     $  18,744
Operating expenses:
     Operations..........................................       --            9,521         6,642           (501)        15,662
     Selling and marketing...............................       --            2,515            95            --           2,610
     General and administrative..........................       596             --            --             --             596
     Depreciation and amortization.......................        31           3,504            38            --           3,573
                                                          ---------      ----------     ---------      ---------      ---------
          Total operating expenses.......................       627          15,540         6,775           (501)        22,441
                                                          ---------      ----------     ---------      ---------      ---------
     OPERATING INCOME (LOSS).............................      (627)         (2,071)         (999)           --          (3,697)
                                                          ---------      ----------     ---------      ---------      ---------
OTHER EXPENSE (INCOME):
     Interest expense....................................     3,124             --            --             --           3,124
     Interest income.....................................      (165)            (34)          (31)           --            (230)
     Equity share of loss (income) of subsidiaries.......     2,766          (2,231)          --            (535)           --
     Other expense (income), net.........................       --              168           --             --             168
                                                          ---------      ----------     ---------      ---------      ---------
          Total other expense (income)...................     5,725          (2,097)          (31)          (535)         3,062
                                                          ---------      ----------     ---------      ---------      ---------
     Income (loss) before income taxes and minority
        interest.........................................    (6,352)             26          (968)           535         (6,759)
     Income tax provision................................       --               26           --             --              26
                                                          ---------      ----------    ----------      ---------      ---------
     Income (loss) before minority interest..............    (6,352)            --           (968)           535         (6,785)
     Minority interest in net loss of consolidated
        subsidiaries.....................................       --              --            --            (433)          (433)
                                                          ---------      ----------     ---------      ---------      ---------
NET INCOME (LOSS)........................................ $  (6,352)     $      --      $    (968)     $     968      $  (6,352)
                                                          =========      ==========     =========      =========      =========
</TABLE>

               UNAUDITED CONDENSED CONSOLIDATING CASH FLOWS - FOR
                     THE NINE MONTHS ENDED MARCH 31, 2001:
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         NON-
                                                             THE        SUBSIDIARY    GUARANTOR    ELIMINATION
                                                           COMPANY      GUARANTORS   SUBSIDIARIES    ENTRIES       REPORTED
                                                         ------------- ------------- ------------- -------------  ------------
<S>                                                       <C>          <C>           <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)....................................   $  (6,352)   $     --      $     (968)   $      968      $ (6,352)
  Adjustment to reconcile net income (loss)
   to net cash provided by (used in) operating
   activities:
    Non-cash expenses..................................       3,159        1,303             38          (968)        3,532
    Net change in assets and liabilities...............      (3,463)         634            239           --         (2,590)
                                                          ---------    ---------     ----------    ----------      --------
     Net cash provided by (used in) operating activities     (6,656)       1,937           (691)          --         (5,410)
                                                          ---------    ---------     -----------   ----------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment...................          (8)        (594)           (15)          --           (617)
  Proceeds from the sale of available for sale securities     1,821            4            400           --           2225
  Cable programming distribution agreements payments...         --        (1,289)           --            --         (1,289)
  Purchase of intangible assets........................         --           (80)           --            --            (80)
                                                          ---------    ---------     ----------    ----------      --------
     Net cash provided by (used in) investing activities      1,813       (1,959)           385           --            239
                                                          ---------    ---------     ----------    ----------      --------
INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS...............................      (4,843)         (22)          (306)          --         (5,171)
CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD................................      12,178        1,127          1,595           --         14,900
                                                          ---------    ---------     ----------    ----------      --------
CASH AND CASH EQUIVALENTS, END OF PERIOD...............   $   7,335    $   1,105     $    1,289    $      --       $  9,729
                                                          =========    =========     ==========    ==========      ========
</TABLE>

                                       10
<PAGE>

                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

 (7) REPORTABLE SEGMENTS

     During the three months ended March 31, 2000 and 2001, the Company had five
reportable segments: network radio, cable television programming, Internet
advertising sales services, satellite services and general and
administrative-corporate. The Company's reportable segments have been determined
in accordance with the Company's internal management structure. The Company
evaluates performance based on many factors, one of the primary measures is
EBITDA. EBITDA represents operating income (loss) plus depreciation and
amortization minus the EBITDA attributable to the minority interests in the PIN
Venture, a consolidated 55%-owned subsidiary.

     The following tables set forth the Company's financial results by operating
segments. The presentation of reportable segments has been changed from that
presented in the prior periods to combine the results of operations from
Internet websites related to the Company's radio programming with the network
radio segment and the results of operations from Internet websites related to
one of the Company's cable television networks with the cable television
programming segment. Because of the complementary nature of the Company's
Internet websites to their respective radio program and cable television network
counterparts, the Company has decided to include the results of operations of
these companion websites in the Company's respective network radio and cable
television programming operations. In addition, the Company has combined the
presentation of its radio programming content and radio advertising sales
services segments into the network radio segment. Management believes that this
presentation provides a more meaningful analysis of the Company's business
segments.

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                           March 31,
                                                                    2000             2001
                                                                 ------------    --------------
                                                                        (in thousands)
<S>                                                                <C>             <C>
Revenues:
   Network radio..............................................   $  9,775        $  9,917
   Cable television programming...............................      8,682           7,992
   Internet advertising sales services........................        --               21
   Satellite services.........................................      1,710             814
                                                                 --------        --------
      Total revenues..........................................   $ 20,167        $ 18,744
                                                                  =======         =======
EBITDA:
   Network radio..............................................   $  2,386        $    905
   Cable television programming...............................      1,036            (497)
   Internet advertising sales services........................       (101)           (640)
   Satellite services.........................................      1,473             704
                                                                 --------        --------
      Segment EBITDA..........................................      4,794             472
   Reconciliation to operating income:
   General and administrative - Corporate.....................       (747)           (596)
   Depreciation and amortization..............................     (3,393)         (3,573)
                                                                 --------        --------
      Total operating income (loss)...........................   $    654        $ (3,697)
                                                                 ========        ========
Reconciliation of segment EBITDA to total EBITDA:
   Segment total..............................................   $  4,794        $    472
   General and administrative - Corporate.....................       (747)           (596)
   Adjustment related to minority interest EBITDA.............       (350)            433
                                                                 --------        --------
      Total EBITDA............................................   $  3,697        $    309
                                                                 ========        ========
</TABLE>

                                       11
<PAGE>

                   JONES MEDIA NETWORKS, LTD. AND SUBSIDIARIES

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

<TABLE>
<CAPTION>
                                                                           Three Months
                                                                              Ended
                                                                            March 31,
                                                                      2000              2001
                                                                 ---------------   ---------------
                                                                          (in thousands)
<S>                                                                <C>               <C>
Depreciation and amortization:
   Network radio................................................   $  1,603          $  1,717
   Cable television programming.................................        798               859
   Internet advertising sales services..........................          2                 9
   Satellite services...........................................        983               957
                                                                   --------          --------

      Segment total.............................................      3,386             3,542
   General and administrative - Corporate.......................          7                31
                                                                   --------          --------

      Total depreciation and amortization.......................   $  3,393          $  3,573
                                                                   ========          ========

Capital expenditures:
   Network radio................................................   $    301          $    192
   Cable television programming.................................        104                64
   Internet advertising sales services..........................        119                14
   Satellite services...........................................          7               339
                                                                   --------          --------
      Segment total.............................................        531               609
   General and administrative - Corporate.......................          2                 8
                                                                   --------          --------

      Total capital expenditures................................   $    533          $    617
                                                                   ========          ========
</TABLE>

<TABLE>
<CAPTION>
                                                                         As of March 31,
                                                                      2000              2001
                                                                 ---------------   ---------------
<S>                                                                <C>               <C>
Total assets:
   Network radio................................................   $ 43,057          $ 38,032
   Cable television programming.................................     20,104            17,369
   Internet advertising sales services..........................        122               246
   Satellite services...........................................     18,867            15,443
                                                                   --------          --------
      Segment total.............................................     82,150            71,090
   General and administrative - Corporate.......................     42,212            38,096
                                                                   --------          --------
      Total assets..............................................   $124,362          $109,186
                                                                   ========          ========
</TABLE>

     Segment EBITDA excludes intersegment transactions between the satellite
services and cable programming segments for the satellite services provided to
the PIN Venture and Great American Country for $956,000, and $1,046,000, for the
three months ended March 31, 2000 and 2001, respectively. Segment EBITDA differs
from operating income (loss) of each of the segments by the amount of
depreciation and amortization expenses of each segment.

                                       12
<PAGE>

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

     The following discussion of results of the Company's financial condition
and results of operations contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties. The Company's actual results may
differ significantly from the results described in such forward-looking
statements.

RESULTS OF OPERATIONS

     The following table sets forth the amount of, and percentage relationship
to total net revenues of, certain items included in the Company's historical
unaudited consolidated statements of operations for the three months ended March
31, 2000 and 2001:

<TABLE>
<CAPTION>
                                                Three Months Ended March 31,
                                               2000                     2001
                                       ---------------------   ------------------------
                                                       (in thousands)
<S>                                     <C>         <C>        <C>           <C>
Revenues:
   Network radio...................     $  9,775      49%       $   9,917      53%
   Cable television programming....        8,682      43            7,992      43
   Internet advertising sales
     services......................            -       -               21       -
   Satellite services..............        1,710       8              814       4
                                        --------     ---        ---------     ---

      Total revenues...............       20,167     100           18,744     100
                                        --------     ---        ---------     ---

Operating expenses:
   Network radio...................        8,992      44           10,729      57
   Cable television programming....        8,444      42            9,348      50
   Internet advertising sales
     services......................          103       1              670       4
   Satellite services..............        1,220       6            1,067       6
                                        --------     ---        ---------     ---

      Segment total................       18,759      93           21,814     117
   General and administrative......          754       4              627       3
                                        --------     ---        ---------     ---

      Total operating expenses.....       19,513      97           22,441     120
                                        --------     ---        ---------     ---

      Operating income.............          654       3           (3,697)    (20)
                                        --------     ---        ---------     ---

Interest expense, net..............        2,917      14            2,894      15
Other expense (income), net........          (43)      -              168       1
Income tax provision...............           33       -               26       -
Minority interest..................          326       2             (433)     (2)
                                        --------     ---        ---------     ---

Net loss...........................    $  (2,579)    (13)%      $  (6,352)    (34)%
                                        ========     ===        =========     ===
</TABLE>

                                       13
<PAGE>

     The following table sets forth EBITDA for the three months ended March 31,
2000 and 2001. EBITDA is unaudited and represents operating income (loss) plus
depreciation and amortization and adjusted for EBITDA attributable to the
minority interest in the PIN Venture, a consolidated 55.3%-owned subsidiary.
Management acknowledges that EBITDA is not a measure of performance or liquidity
calculated in accordance with generally accepted accounting principles. However,
EBITDA is a measure widely used by analysts and investors in the media industry
to determine a company's operating performance and ability to service and incur
debt. EBITDA should not be considered in isolation or as a substitute for net
income (loss), cash flows from operating activities or other consolidated income
or cash flow statement data prepared in accordance with generally accepted
accounting principles or as a measure of profitability or liquidity.

<TABLE>
<CAPTION>
                                                                             For the Three Months Ended
                                                                                     March 31,
                                                                               2000             2001
                                                                           -------------   ---------------
<S>                                                                          <C>             <C>
EBITDA:
   Network radio........................................................     $    2,386      $      905
   Cable television programming.........................................          1,036            (497)
   Internet advertising sales services..................................           (101)           (640)
   Satellite services...................................................          1,473             704
                                                                             ----------      ----------
     Segment EBITDA.....................................................          4,794             472
   General and administrative...........................................           (747)           (596)
   Adjustment related to minority interest EBITDA.......................           (350)            433
                                                                             ----------      ----------
     Total EBITDA.......................................................     $    3,697      $      309
                                                                             ==========      ==========
</TABLE>

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

TOTAL REVENUES. Total revenues decreased $1.4 million, or 7%, from $20.1 million
for the three months ended March 31, 2000 to $18.7 million for the three months
ended March 31, 2001. This decrease was due to decreased revenues in our cable
television programming operation because of lower rates charged for the
advertising inventory resulting in an overall softening of the long-form
advertising market. In addition, satellite services revenues decreased due to a
decrease in fees charged to an affiliated party because of reduced service
levels required by the affiliate, which ceased network operations at the end of
the first quarter of 2000, as well as the termination of certain of its
remaining satellite services in December 2000.

TOTAL OPERATING EXPENSES. Total operating expenses increased $2.6 million, or
20%, from $13.0 million for the three months ended March 31, 2000 to $15.6
million for the three months ended March 31, 2001. The increase is from the
greater expenditures for new network radio and cable television programs and
products offered beginning in mid-year 2000 and early 2001, as well as increased
operating expenses to develop our Internet advertising sales business. In
addition, cable television programming expenses increased due to an increase in
rebates paid by PIN to cable system and Direct Broadcast Satellite ("DBS")
operators due to a 41% increase in full-time equivalent subscribers ("FTREs").
As a percentage of total revenues, total operating expenses increased from 65%
for the three months ended March 31, 2000 to 84% for the three months ended
March 31, 2001.

SELLING AND MARKETING. Selling and marketing expenses increased $0.3 million, or
11%, from $2.3 million for the three months ended March 31, 2000 to $2.6 million
for the three months ended March 31, 2001. This increase is due primarily to
increased expenditures to attract additional radio and cable television
affiliates and increased selling and marketing expenses incurred to launch new
radio programs.

GENERAL AND ADMINISTRATIVE. General and administrative expenses decreased $0.2
million, or 20%, from $0.8 million for the three months ended March 31, 2000 to
$0.6 million for the three months ended March 31, 2001. This change was due to
decreases in Internet-related support expenses and other expenses.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses increased
$0.2 million, or 5%, from $3.4 million for the three months ended March 31, 2000
to $3.6 million for the three months ended March 31, 2001. This increase is due
primarily to an increase in amortization of payments made under certain cable
programming distribution agreements and an increase in depreciation expenses
related to new equipment purchased.

                                       14
<PAGE>

TOTAL OPERATING INCOME (LOSS). Operating income (loss) decreased $4.4 million,
from operating income of $0.7 million for the three months ended March 31, 2000
to operating loss of $(3.7) million for the three months ended March 31, 2001,
as a result of the factors stated above.

TOTAL EBITDA. EBITDA decreased $3.4 million, or 92%, from $3.7 million for the
three months ended March 31, 2000, to $0.3 million for the three months ended
March 31, 2001, as a result of the factors stated above.

TOTAL OTHER EXPENSE. Total other expense increased $0.2 million, or 6%, from
$2.9 million for the three months ended March 31, 2000 to $3.1 million for the
three months ended March 31, 2001. The increase is due primarily to $0.2 million
increase in other expense related to write-offs of disposed equipment and
intangible assets.

TOTAL NET LOSS. Net loss increased $3.8 million, or 146%, from $(2.6) million
for the three months ended March 31, 2000 to $(6.4) million for the three months
ended March 31, 2001, as a result of the factors stated above.

NETWORK RADIO

REVENUES. Network radio revenues increased $0.1 million, or 1%, from $9.8
million for the three months ended March 31, 2000 to $9.9 million for the three
months ended March 31, 2001. This increase was due to revenue generated from
programming launched in late 2000 and during first quarter 2001, which was
almost entirely offset by the lower advertising rates and sell-out percentages
in the first quarter of 2001 as compared to the similar quarter in 2000, and a
contraction in audience, and, in certain cases, elimination of some of our
program offerings. We are currently experiencing a softer network radio
advertising market in 2001 as compared to 2000, due to a slowing economy and a
lack of Internet company advertising, which caused lower sell-out percentages.
During the first quarter of 2000, we benefited from very strong network radio
advertising demand, driven primarily by strong economic conditions, which demand
was further enhanced by a significant increase in the volume of network radio
advertising by Internet companies. Due to very strong demand for network radio
advertising in 2000, our network radio business achieved virtually 100%
inventory sell-out percentages.

EXPENSES. Network radio expenses increased $1.7 million, or 19%, from $9.0
million for the three months ended March 31, 2000 to $10.7 million for the three
months ended March 31, 2001. This increase was primarily due to:

     o    $0.8 million increase in operating expenses due to the increase in the
          number of radio programs and products we offered including increased
          license fees for certain programming, as well as an increase in the
          number of our radio station affiliates;

     o    $0.4 million increase in selling and marketing expenses to increase
          the number of radio stations receiving our existing programming and to
          promote the launch of new programs;

     o    $0.2 million increase in producer fees for certain programming added
          in late 2000;

     o    $0.2 million increase in management, support costs and other; and

     o    $0.1 million increase in depreciation and amortization expenses
          related to new equipment purchased for the upgrades of certain radio
          programming studios and purchase of new satellite receivers.

     As a percentage of network radio revenues, network radio expenses increased
from 92% for the three months ended March 31, 2000 to 108% for the three months
ended March 31, 2001. The increase in network radio expenses as a percentage of
network radio revenues is due primarily to higher costs incurred to license,
distribute (to increase the number of) new radio programs we offer, as well as
the softer advertising market experienced in 2001 in comparison to 2000 which
has resulted in relatively flat revenue growth in the first quarter of 2001.

OPERATING INCOME (LOSS). Operating income (loss) decreased $1.6 million from an
operating income of $0.8 million for the three months ended March 31, 2000 to an
operating loss of $(0.8) million for the three months ended March 31, 2001 as a
result of the factors stated above.

SEGMENT EBITDA. Segment EBITDA decreased $1.5 million, or 62%, from $2.4 million
for the three months ended March 31, 2000, to $0.9 million for the three months
ended March 31, 2001 as a result of the factors stated above.

                                       15
<PAGE>

CABLE TELEVISION PROGRAMMING

REVENUES. Cable television programming revenues decreased $0.7 million, or
8%, from $8.7 million for the three months ended March 31, 2000 to $8.0
million for the three months ended March 31, 2001. This decrease was due
primarily to a decrease in PIN's revenues, which were partially offset by an
increase in GAC's revenues.

     o    In the first quarter of 2001, PIN added a number of significant cable
          television systems and advertising markets including Baltimore,
          Wilkes-Barre, Union, Lebanon, Hillsboro, Colorado Springs, Madison,
          and Pittsburgh. In addition, PIN was launched on The DISH Network
          during the first quarter. While PIN's FTRE grew 41%, our revenues
          decreased $1.1 million, or 16%, as a result of a decrease in rates
          charged for its infomercial advertising inventory. The decrease in
          PIN's infomercial rates is due to a lack of new infomercials, a
          decreasing number of infomercial suppliers and a slowing economy.

     o    GAC's revenues increased $0.4 million, or 22%, as a result of a $0.3
          million, or 20%, increase in advertising revenues driven by increases
          in national advertising revenues and a $0.1 million, or 30%, increase
          in license fees charged to cable system operators who distribute GAC's
          programming. While GAC subscribers (as reported by cable operators)
          decreased by 3.7% at the end of the first quarter of 2001 as compared
          to 2000, advertising revenues increased due to increases in national
          advertising revenues in the first quarter of 2001 as compared to 2000.

     We anticipate that we will continue to experience a soft cable television
advertising market through the remainder of 2001.

EXPENSES. Cable television programming expenses rose $0.9 million, or 11%, from
$8.4 million for the three months ended March 31, 2000 to $9.3 million for the
three months ended March 31, 2001. This was primarily due to:

     o    an increase of $0.7 million in rebates paid to cable systems receiving
          PIN that was driven by a 41% increase in the number of FTREs receiving
          PIN;

     o    an increase of $0.1 million in depreciation and amortization expenses
          primarily related to the amortization of additional GAC cable
          programming distribution agreement payments;

     o    an increase of $0.1 million as a result of new associates hired to
          sell GAC traditional spot advertising;

     o    an increase of $0.1 million relating to programming expenses incurred
          to enhance GAC's original programming and to secure an additional PIN
          satellite feed needed temporarily in order to provide programming to a
          DBS provider; and

     o    a decrease of $0.1 million in PIN's selling and marketing expenses.

     As a percentage of cable television programming revenues, cable television
programming expenses increased from 97% for the three months ended March 31,
2000 to 117% for the three months ended March 31, 2001. The increase in cable
television programming expenses as a percentage of cable television programming
revenues is due primarily to higher PIN rebate costs paid to cable system and
DBS operators, as well as the softer advertising market experienced in 2001 in
comparison to 2000 which has resulted in a decrease in rates charged for
infomercial advertising inventory in the first quarter of 2001.

     For the three months ended March 31, 2000 and 2001, PIN made rebates of
approximately 74% and 99%, respectively, of its revenues to cable system and DBS
operators receiving its programming. This increase in rebates relative to
revenues was due to a significant decrease in PIN revenues driven by poor
infomercial advertising market conditions existing during the first quarter
2001. In addition, rebates increased due to a 41% increase in total PIN FTREs at
the end of the first quarter of 2001 as compared to 2000. While we are currently
undertaking certain measures to decrease our PIN rebate costs, including
negotiating lower rebates with cable system operators as their carriage
agreements come up for renewal, there can be no assurance that we will be able
to reduce these costs to the mid 70% range we have achieved in the past.

     PIN entered into an short-term agreement with Echostar to distribute PIN's
programming on Echostar's DISH Network beginning in March 2001. PIN launched on
The DISH Network in March 2001 on a secondary satellite feed established to
isolate and test the economic potential to PIN of distribution through a DBS
provider. Due to the launch of an additional PIN satellite feed needed
temporarily to provide programming to Echostar, cable television programming
expenses including rebates paid to Echostar increased approximately $200,000
beginning in March 2001. We estimate that cable television expenses relating to
this agreement

                                       16
<PAGE>

will increase on a monthly basis as additional DBS subscribers are added.
However, at such time as the PIN satellite feed for this customer is eliminated,
cable programming expense will decrease by approximately $30,000 per month.

     As part of our efforts to increase GAC subscriber distribution, GAC entered
into a digital satellite distribution agreement with AT&T's Headend in the Sky,
Inc. ("HITS"), which will enable GAC to broadcast its programming on the HITS
digital platform to cable systems who elect to carry GAC on their digital
programming tiers. Digital satellite distribution expenses increased
approximately $40,000 per month beginning in November 2000 and we estimate that
expenses will increase to approximately $70,000 per month by the fourth quarter
of 2001.

     Our efforts to increase GAC subscriber distribution in 2001 is largely
dependent upon our ability to attract cable operators to carry GAC on their
digital programming tiers and to secure carriage with one or more direct
broadcast satellite providers. We anticipate GAC's subscriber distribution will
grow modestly in the remainder of 2001, with most growth anticipated in the
second half of 2001.

     In 1999, we developed and enhanced a companion website to the GAC network.
Internet programming and content expenses for this companion website commenced
in the fourth quarter of 1999 and increased throughout 2000. This website
generates e-commerce revenues by selling products to web site visitors; however
to date, we have not generated significant e-commerce revenues from this
website. Given the lack of meaningful revenues generated thus far, we will
continue to pursue measures to reduce costs and re-direct resources to more
efficiently promote the GAC network via the Internet.

OPERATING INCOME (LOSS). Operating income (loss) decreased $1.6 million from an
operating income of $0.2 million for the three months ended March 31, 2000 to an
operating loss of $(1.4) million for the three months ended March 31, 2001 as a
result of the factors stated above.

SEGMENT EBITDA. Segment EBITDA, before adjusting for the EBITDA attributable to
the PIN Venture's minority interest, decreased $1.5 million from $1.0 million
for the three months ended March 31, 2000, to $(0.5) million for the three
months ended March 31, 2001 as a result of the factors stated above.

INTERNET ADVERTISING SALES

     In 2000, we began offering Internet advertising sales services with a focus
on streaming media advertising. Operating expenses for Internet advertising
services increased beginning in January 2000 and continued to increase
throughout 2000, as we built a sales and technology infrastructure.

 REVENUES. We did not generate significant Internet advertising sales revenues
for the three months ended March 31, 2001.

 EXPENSES. Internet advertising sales expenses increased $0.6 million, or 550%,
from $0.1 million for the three months ended March 31, 2000 to $0.7 million for
the three months ended March 31, 2001 as a result of new associates hired to
sell and support our streaming media advertising efforts.

 OPERATING LOSS. Operating loss increased $0.5 million from $(0.1) million for
the three months ended March 31, 2000 to $(0.6) million for the three months
ended March 31, 2001.

 SEGMENT EBITDA. Segment EBITDA decreased $0.5 million from $(0.1) million for
the three months ended March 31, 2000 to $(0.6) million for the three months
ended March 31, 2001.

     In 2000, we began offering Internet advertising sales services with
initial focus on streaming media advertising. We developed a sales and
technology infrastructure to seek to grow this business as this new
advertising medium appeared to gain momentum. The success of this business is
highly dependent upon our ability to reach a sufficient audience and to
aggregate, target and accurately measure such audience (through
still-emerging technologies) in a way that is attractive to national
advertisers. In addition there are a number of recent developments which
adversely affect streaming media advertising. One such event is recent claims
by two important unions that radio stations who stream advertising produced
by union talent are liable for royalties separate from those applicable to
the radio broadcast of such advertising. These claims have led many major
radio station operators to cease streaming of their programming. Other
factors include the current economic slowdown, advertisers' reluctance to
spend advertising funds in non-traditional media given the existing
advertising environment, the continued financial challenges faced by
streaming companies and the changing technology needed to aggregate, target
and accurately measure streaming audiences. Overall, these factors have

                                       17
<PAGE>


prompted from us a decision regarding the future of this part of our business, a
decision which we expect to make soon.

SATELLITE SERVICES

REVENUES. Satellite services revenues decreased $0.9 million, or 52%, from $1.7
million for the three months ended March 31, 2000 to $0.8 million for the three
months ended March 31, 2001. This decrease was primarily due to:

     o    $0.8 million decrease in satellite services fees charged to an
          affiliated party when it ceased network operations at the end of the
          first quarter of 2000. This affiliate made a one-time termination
          payment for all of its remaining satellite services commitments in
          December 2000; and

     o    the termination in January 2000 of a third party satellite services
          agreement, which generated $0.1 million in satellite services revenues
          for the three months ended March 31, 2000.

EXPENSES. Satellite services expenses decreased $0.1 million, or 13%, from $1.2
million for the three months ended March 31, 2000 to $1.1 million for the three
months ended March 31, 2001. This decrease is primarily due to cost savings
realized as a result of the related party ceasing all programming operations as
of March 31, 2000. As a percentage of satellite services revenues, satellite
services expenses increased from 71% for the three months ended March 31, 2000
to 131% for the three months ended March 31, 2001. Because a significant portion
of the costs of our satellite services is fixed, when we decrease our
utilization of the excess capacity on our Satcom C-3 transponder, the percentage
of satellite services expenses in relation to the satellite services revenues
increases. The leasing of capacity on our transponder is subject to a numbers of
factors, including cable network demand and general availability of transponder
space. There can be no assurance that we will be successful in leasing our
excess satellite transponder capacity.

OPERATING INCOME (LOSS). Operating income (loss) decreased $0.8 million from an
operating income of $0.5 million for the three months ended March 31, 2000 to an
operating loss of $(0.3) million for the three months ended March 31, 2001 as a
result of the factors stated above.

SEGMENT EBITDA. Segment EBITDA decreased $0.8 million, or 52%, from $1.5 million
for the three months ended March 31, 2000, to $0.7 million for the three months
ended March 31, 2001 as a result of the factors stated above.

LIQUIDITY AND CAPITAL RESOURCES

     Since our inception, we have incurred net losses, primarily as a result of
expenses associated with developing and launching our programming networks as
well as financing costs. For the three months ended March 31, 2000 and 2001, we
incurred net losses of $(2.6) million and $(6.4) million, respectively. Net cash
used in operating activities for the three months ended March 31, 2000 and 2001
was $(0.5) million and $(5.4) million, respectively.

     The implementation of our growth strategies depends on a number of factors,
including the availability of cash generated from operations and available cash
balances, and may require additional equity and/or debt financings, particularly
to make significant acquisitions. Our indenture currently permits secured
borrowings of up to $20.0 million. Currently, we do not have a credit facility
in place. We had cash and cash equivalents and available for sale securities of
$11.2 million as of March 31, 2001. We believe that our cash balances, available
for sale securities and operating cash flow, including the cash flows of and
dividends and distributions from our subsidiaries, will fund our operating cash
flow requirements through 2001.

     We will continue to depend significantly upon the earnings and cash flows
of, and dividends and distributions from, our subsidiaries to pay our expenses,
meet our obligations and pay interest and principal on our Senior Notes and our
other indebtedness as it may exist from time-to-time. While the terms of the PIN
Venture generally require the mutual consent of ourselves and our joint venture
partner to distribute or advance funds to ourselves, there are no significant
contractual restrictions on distributions from our subsidiaries.

INVESTING ACTIVITIES

     For the three months ended March 31, 2000 and 2001, net cash provided by
(used in) investing activities was $(1.8) million and $0.2 million,
respectively.


                                       18
<PAGE>

      Our investing activities for the three months ended March 31, 2001
consisted primarily of the following:

     o    $2.2 million proceeds from the sale of available for sale securities;

     o    $(1.3) million in cable programming distribution agreement payments
          for GAC;

     o    $(0.6) million for the purchase of property and equipment; and

     o    $(0.1) million to purchase certain radio programs and other intangible
          assets.

     Our investing activities for the three months ended March 31, 2000
consisted primarily of the following:

     o    $1.6 million proceeds from the sale of available for sale securities;

     o    $(2.2) million in cable programming distribution agreement payments
          for GAC;

     o    $(0.7) million to purchase certain radio programs; and

     o    $(0.5) million for the purchase of property and equipment.

     Total capital expenditures for the balance of 2001 are estimated to be
approximately $2.8 million, which will be used primarily to upgrade certain
cable television and radio related earth station equipment, satellite receivers
and to purchase computer hardware and software. Total cable programming
distribution agreement payments for GAC for the balance of 2001 are estimated to
be approximately $3.8 million.

FINANCING ACTIVITIES

     For the three months ended March 31, 2000 and 2001, net cash used in
financing activities was $(0.3) million and $0 million, respectively.

     In October 2000, we withdrew our registration for an initial public
offering due to unfavorable market conditions. At such time as market conditions
improve, we will reconsider an initial public offering of our Class A Common
Stock. Further, we are considering a number of financing alternatives to provide
us with additional liquidity to implement our growth strategies. There can be no
assurance we will be successful in these efforts or that financing will be
available on terms we view as acceptable.

REVISED GUIDANCE FOR 2001

     The following information provided below represents guidance on
anticipated operating results of the Company and its businesses for the
second quarter ending June 30, 2001. Current advertising marketplace
conditions as well as certain meaningful developments and transactions that
we are currently pursuing to improve our operating results have created a
lack of visibility in accessing our expected results for the second half of
2001. Accordingly, we have withdrawn our previous guidance provided in our
earnings call on February 8, 2001, and therefore advise investors to not rely
on the full-year guidance given during said call.

     The following guidance represents "forward-looking statements" within
the meaning of the federal securities laws and is subject to the safe harbor
under those laws. Forward-looking statements are not statements of historical
facts, but rather reflect our current expectations as to our future business
plans, results of operations and/or financial condition. Our expectations for
the Company's future necessarily involve a number of assumptions and
estimates, and various risk factors, many of which are beyond our ability to
control or predict and that could cause actual results to differ materially
from these expectations. These risk factors include distribution of our radio
and television programming, intense competition in our industry, our
dependence upon earnings and cash flow of our subsidiaries, dependence on
advertising relationships and revenues, our outstanding debt and the
restrictions imposed by an indenture governing our existing debt, business
expansion issues, and the other risks described in the most recent Annual
Report on Form 10-K filed with the SEC. Accordingly, forward-looking
statements are not guarantees of future performance, and should not be unduly
relied upon. The forward-looking statements made herein are based on
expectations existing on the date of this report, and we assume no obligation
to update these forward-looking statements following the date of such report.


                                       19
<PAGE>


($ IN 000S)

<TABLE>
<CAPTION>
                                                           2nd Quarter
                                                          2001 Guidance
                                                          -------------
<S>                                                        <C>
REVENUES:

     Network radio                                          $  12,000
     Cable television programming                               8,900
     Internet advertising sales services                            -
     Satellite services                                           800
                                                            ---------

        Total Revenues                                      $  21,700
                                                            =========

EBITDA :

     Network radio                                          $   2,800
     Cable television programming (1)                            (500)
     Internet advertising sales services                         (500)
     Satellite services                                           700
     General & Administrative                                    (600)
                                                            ---------

         Total EBITDA                                       $   1,900
                                                            =========

  (1) EBITDA net of PIN minority interest

OTHER 2ND QUARTER GUIDANCE DISCLOSURES:

     Capital expenditures                                   $   1,200

     Cable programming distribution payments                $     150
</TABLE>


                                       20
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk represents the risk of loss that may impact our financial
position, results of operations, or cash flows due to adverse changes in
financial market prices. We are exposed to market risk through interest rates.
This exposure is directly related to our normal funding and investing
activities.

     As of March 31, 2001, none of our current liabilities was subject to
changes in interest rates.

                 ITEM 5: OTHER MATERIALLY IMPORTANT EVENTS

     None

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)   Exhibits

     None

b)   Reports on Form 8-K

     None


                                       21
<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 by the
undersigned thereunto duly authorized.

     JONES MEDIA NETWORKS, LTD.

     By:

              /s/ Jeffery C. Wayne
     ----------------------------------------
              Jeffery C. Wayne
              President

     Dated:  May 11, 2001


     By:


              /s/ Jay B. Lewis
     ----------------------------------------
              Jay B. Lewis
              Group Vice President/Finance
              (Principal Financial Officer)

     Dated:  May 11, 2001


                                       22