SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

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

For the quarterly period ended September 30, 2000

OR

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

For the transition period

Commission file number 000-25111

                                 Directrix, Inc.
             (Exact name of registrant as specified in its charter)

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

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

                                 (212) 741-6511
              (Registrant's telephone number, including area code)

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

Yes       [X]              No       [  ]

Number of shares outstanding of Registrant's Common Stock as of October 31, 2000
was 2,239,785.

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                                             PART I

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



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

                                     ASSETS:
<S>                                                                                        <C>                    <C>
Current assets:
     Cash and cash equivalents ..................................................     $     3,000              $   324,000
     Accounts receivable, net ...................................................         887,000                  825,000
     Prepaid expenses and other current assets ..................................          95,000                   87,000
                                                                                   ---------------         ----------------
                    Total current assets ........................................         985,000                1,236,000
Property and equipment, net .....................................................       4,707,000                5,141,000
Library of movies, net ..........................................................         789,000                1,122,000
Deferred financing costs ........................................................         408,000                  562,000
Other assets ....................................................................          42,000                   93,000
                                                                                   ---------------         ----------------
                    Total assets ................................................     $ 6,931,000              $ 8,154,000
                                                                                   ===============         ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
    Accounts payable ............................................................     $ 3,891,000              $ 1,867,000
    Customer deposits ...........................................................         171,000                  110,000
    Accrued expenses and other current liabilities ..............................         389,000                  322,000
                                                                                   ---------------         ----------------
                    Total current liabilities ...................................       4,451,000                2,299,000

Transponder lease liability .....................................................         464,000                  464,000
Other liabilities ...............................................................          83,000                   96,000
Revolving line of credit ........................................................       3,517,000                1,913,000
                                                                                   ---------------         ----------------
                    Total liabilities ...........................................       8,515,000                4,772,000
                                                                                   ---------------         ----------------

Commitments and contingencies

Stockholders' equity

    Common stock, $.01 par value; authorized 25,000,000 shares; 2,179,785 shares issued
     and outstanding at September 30, 2000 and March 31, 2000, respectively .....          22,000                   22,000
    Additional paid-in capital ..................................................      20,818,000               20,833,000
    Accumulated deficit .........................................................     (22,424,000)             (17,473,000)
                                                                                   ---------------         ----------------
                    Total stockholders' equity ..................................      (1,584,000)               3,382,000
                                                                                   ---------------         ----------------
                    Total liabilities and stockholders' equity ..................     $ 6,931,000              $ 8,154,000
                                                                                   ===============         ================


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

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DIRECTRIX, INC.
CONSOLIDATED STATEMENTS of OPERATIONS (unaudited)
____________________________________________________________________________________________________________________________________



                                                                 THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                                    SEPTEMBER 30,                            SEPTEMBER 30,
                                                              2000                1999                 2000                1999
                                                      -------------------------------------    -------------------------------------
<S>                                                            <C>                 <C>                  <C>                <C>

Revenues ............................................   $   1,169,000       $   2,421,000        $   2,810,000       $   4,836,000
                                                      -----------------   -----------------    -----------------   -----------------

Operating expenses:
    Salaries, wages and benefits ....................         827,000             764,000            1,636,000           1,447,000
    Library amortization ............................         162,000              90,000              333,000             184,000
    Satellite costs .................................       1,690,000           1,642,000            3,363,000           3,214,000
    Broadband expenses ..............................         112,000                  --              112,000                  --
    Selling, general and administrative expenses ....         707,000           1,026,000            1,268,000           2,094,000
    Depreciation ....................................         351,000             327,000              699,000             597,000
                                                      -----------------   -----------------    -----------------   -----------------
           Total operating expenses .................       3,849,000           3,849,000            7,411,000           7,536,000
                                                      -----------------   -----------------    -----------------   -----------------

           Loss from operations .....................      (2,680,000)         (1,428,000)          (4,601,000)         (2,700,000)

Interest expense ....................................        (205,000)            (33,000)            (350,000)            (68,000)
Gain on sale of marketable securities ...............              --                  --                   --             488,000
                                                      -----------------   -----------------    -----------------   -----------------

           Net loss .................................   $  (2,885,000)      $  (1,461,000)       $  (4,951,000)      $  (2,280,000)
                                                      =================   =================    =================   =================


Net loss per common share
      Basic and Diluted .............................   $       (1.32)      $       (0.69)       $       (2.27)      $       (1.08)
                                                      =================   =================    =================   =================

Weighted average number of shares outstanding:
      Basic and Diluted (Note 7) ....................       2,179,785           2,119,785            2,179,785           2,111,916
                                                      =================   =================    =================   =================


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

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DIRECTRIX, INC.
CONSOLIDATED STATEMENT of STOCKHOLDERS' EQUITY (unaudited)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000
____________________________________________________________________________________________________________________________________



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

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

    Net loss .....................................................          --                --        (4,951,000)     (4,951,000)

                                                                    ------------  ----------------  ----------------  --------------
Balance at September 30, 2000 ....................................    $ 22,000      $ 20,818,000     $ (22,424,000)    $ (1,584,000)
                                                                    ============  ================  ================  ==============


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

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



                                                                                           Six months ended September 30,
                                                                                            2000                   1999
                                                                                            ----                   ----
<S>                                                                                          <C>                    <C>
Cash flows from operating activities:
    Net loss ......................................................................    $   (4,951,000)        $   (2,280,000)
                                                                                     -------------------    -------------------
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation of property and equipment ........................................           699,000                597,000
    Amortization of library of movies .............................................           333,000                184,000
    Amortization of deferred financing costs ......................................           139,000                 45,000
    Gain on sale of marketable securities .........................................                --               (488,000)
    Bad debt expense ..............................................................           200,000                581,000
    Changes in assets and liabilities:
         Increase in accounts receivable ..........................................          (262,000)            (1,488,000)
         Increase in prepaid expenses and other current assets ....................            (8,000)              (104,000)
         Decrease (increase) in other assets ......................................            51,000                (27,000)
         Increase in accounts payable and accrued expenses ........................         2,091,000              1,381,000
         Increase in customer deposits ............................................            61,000                     --
         Decrease in other liabilities ............................................           (13,000)                    --
                                                                                     -------------------    -------------------
                   Total adjustments ..............................................         3,291,000                681,000
                                                                                     -------------------    -------------------
                   Net cash used in operating activities ..........................        (1,660,000)            (1,599,000)
                                                                                     -------------------    -------------------
Cash flows from investing activities:
         Proceeds from sale of Playboy Stock ......................................                --              2,388,000
         Purchase of property and equipment .......................................          (265,000)            (2,611,000)
                                                                                     -------------------    -------------------
                   Net cash (used in) provided by investing activities ............          (265,000)              (223,000)
                                                                                     -------------------    -------------------
Cash flows from financing activities:
         Repayment of long-term debt and capital lease obligations ................                --               (202,000)
         Borrowings under revolving line of credit ................................         1,604,000                     --
         Borrowings from margin account ...........................................                --                700,000
                                                                                     -------------------    -------------------
                   Net cash provided by financing activities ......................         1,604,000                498,000
                                                                                     -------------------    -------------------
                   Net decrease in cash and cash equivalents ......................          (321,000)            (1,324,000)
Cash and cash equivalents, beginning of the period ................................           324,000              1,450,000
                                                                                     -------------------    -------------------
                   Cash and cash equivalents, end of the period ...................    $        3,000         $      126,000
                                                                                     ===================    ===================


Supplemental disclosures of cash flow  information:
         Cash paid during the period for:
                   Interest .......................................................    $      145,000         $       21,000
                                                                                     ===================    ===================

Supplemental schedule of non-cash investing and financing activities:
         Adjustment to value of warrants issued in connection with the
         revolving line of credit .................................................    $      (15,000)        $           --

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

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DIRECTRIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 (unaudited)
________________________________________________________________________________

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

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

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

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

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

5.       Directrix commenced operations as a stand-alone business  following its
spin-off  from  Spice on  March 16,  1999.   Directrix  incurred  net  losses of
approximately $5.0 million and $2.9 million for the six and three  months  ended
September 30,  2000, respectively.  Directrix  also  incurred a net loss of $6.1
million for the year ended March 31, 2000.  At September 30, 2000, Directrix had
a working capital deficiency of $3.5 million.  These matters  raise  substantial
doubt  about Directrix's  ability to continue  as a going  concern.  Directrix's
continued existence is dependant upon several factors,  including its ability to
generate operating  cash flow via execution of its long-term business plan,  and
secure additional financing to  provide for the  immediate deficiency in working
capital.

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

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

         Directrix  has a $3.5  million  revolving  line  of credit (the "Credit
Facility")  and has drawn down the  entire  line of credit as of  September  30,
2000. On October 16, 2000,  Directrix  and the providers of the Credit  Facility
(the  "Lenders")  agreed  to  modify  the  terms  of the  Credit  Facility  (the
"Amendment"). The Amendment provides for an increase in the Credit Facility from
$3.5 million to $4.5 million, and a modification of the financial covenants.  In
consideration  of their agreeing to provide the additional  Credit  Facility and
the modification of the covenants, Directrix granted the Lenders an aggregate of
60,000 Common Stock purchase  warrants,  exercisable  for ten years at $0.01 per
share.

         Directrix  leases  four  satellite  transponders  under  various  lease
agreements (as amended),  with monthly  transponder leases payments  aggregating
$520,000.  The lease agreements expire at various times through November,  2004.
In December,  1999,  Directrix entered into an agreement to defer  approximately
$1.0  million  of  lease  payments  to be  paid  in  twenty-four  equal  monthly
installments  of  $40,833  beginning  April 1,  2000 of which  $0.5  million  is
classified  as  non-current.  At  September  30, 2000,  Directrix  had a current
transponder lease liability of $2.9 million, which included $2.2 million of past
due amounts from June 1, 2000 to September 30, 2000.

         Directrix is in final  negotiations  with its  transponder  provider to
amend its  existing  lease  agreements,  which  would  substantially  reduce its
monthly transponder costs. Under terms of the proposed amendment, the expiration
date of all of the agreements  would be extended to October 31, 2005, the number
of leased  transponders  would be  reduced  from four to three and would  have a
lower  level of  protection  in the  first  year if a  transponder  fails.  Once
amended,  Directrix monthly  transponder costs would be reduced from $520,000 to
$240,000 for the twelve  months ending  October 31, 2001,  $300,000 for the next
twelve months and $345,000 for the final  thirty-six  months ending  October 31,
2005. The proposed  amendment would also provide for the combined  indebtness of
approximately $4.0 million  outstanding as of October 31, 2000 to be rolled into
an 11% interest  bearing note maturing  October 31, 2004.  Repayment of the note
would  be based on an  amortization  schedule  that  provides  for  amortization
payments  of  $100,000 a quarter  beginning  in July,  2001,  $250,000 a quarter
beginning in July, 2002 and a final balloon payment of approximately  $1,350,000
at maturity. If Directrix completes an equity offering with at least $20 million
in proceeds,  it must prepay the outstanding amount owed. If Directrix completes
an equity offering with at least $10 million in proceeds, it must use 20% of the
proceeds to prepay a portion of the  outstanding  amount  owed.  There can be no
assurance  that  management  will be  successful  in its efforts to finalize the
renegotiation of its existing transponder lease agreements.

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

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

7.       Net  loss  per share for the six  and three months ended  September 30,
1999 and  September  30, 2000 are  calculated in  accordance  with  Statement of
Financial Accounting  Standards  ("SFAS") No.  128,  "Earnings Per Share." Since
Directrix  reported  a  net loss  for all periods  presented,  basic and diluted
earnings  per share  exclude  dilution  and  are  computed by  dividing net loss
attributable  to  common  shareholders  by the  weighted-average  common  shares
outstanding for the period. Common Stock purchase options were excluded from the
calculation of earnings per share  because their effect would  be anti-dilutive.
Directrix  had  312,973  Common Stock  options  outstanding  as of September 30,
2000.

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

9.       To  assist  Directrix in  achieving its  business  objectives,  Messrs.
Faherty, McDonald and Kirby, Directrix's Chief Executive Officer,  President and
Chief Operating  Officer,  respectively,  voluntarily  agreed to a reduction  in
their annual  salaries of $200,000  for Mr.  Faherty,  $24,750  for Mr. McDonald
and $22,584 for Mr. Kirby.  The salary  reductions  took effect on June 24, 2000
and will  continue  for  the  remainder  of  the  year ended March 31, 2001.  In
consideration  of their  agreements to the salary  reduction,  the  Compensation
Committee of the Board of Directors  granted each of Messrs.  McDonald and Kirby
5,000 fully  vested  options to acquire  shares of the Common Stock of Directrix
exercisable at $4.00 per share,  the closing price of Directrix's  stock on June
22, 2000. In consideration of Mr. Faherty's  agreement to the salary  reduction,
after considering several alternatives,  the Compensation  Committee has decided
to grant Mr. Faherty 25,000 fully vested options to acquire shares of the Common
Stock of  Directrix  exercisable  at  $2.25  per  share,  the  closing  price of
Directrix's stock on September 18, 2000.

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

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

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

10.      Directrix's service agreements with Playboy and Califa currently expire
on March 15, 2001.  Directrix is currently in negotiations to extend the term of
these  agreements  and is  seeking  to add  additional  networks  and  services.
However,  there is no assurance  that Directrix will be able to extend the terms
of these agreements.

         Effective December 1, 2000, Directrix entered into a satellite services
agreement  with TV X  Broadcasting  ("TV X"),  pursuant to which  Directrix will
provide  playback,  uplink and  compressed  transponder  services for three TV X
networks.  The TV X networks are scheduled to launch in  December, 2000 and will
be originated and uplinked through the Directrix Operations Facility.

         On July 31,  2000,  Directrix  entered  into an  agreement  with Akamai
Technologies,  Inc. ("Akamai") to act as a authorized reseller to market, resell
and  support  Akamai's  broadband  static  and  streaming  services  to  content
providers  over the Directrix  Network.  Directrix  expects to begin  generating
revenues from broadband  services in its fiscal third quarter ended December 31,
2000.

11.      In August, 2000, in order to segregate  its broadband services from its
other business lines, Directrix formed two-wholly  owned subsidiaries, Directrix
Broadband, Inc. and Directrix Satellite, Inc.

<PAGE>

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

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

Overview

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

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

         For the  period  from April 1, 1999 to  December  31,  1999,  Directrix
recorded  revenues from EMI based on  contractual  amounts.  Prior to that time,
Directrix had been recording  revenues from EMI based on cash  receipts.  During
the fourth quarter ended March 31, 2000, due to renewed uncertainty  surrounding
EMI's  ability to pay for all services  provided,  Directrix  resumed  recording
revenues  from EMI based on cash  receipts.  For the six and three  months ended
September 30, 1999,  Directrix  recorded bad debt expense associated with EMI of
approximately $0.6 million and $0.4 million, respectively.

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

         Effective December 1, 2000, Directrix entered into a satellite services
agreement  with TV X  Broadcasting  ("TV X"),  pursuant to which  Directrix will
provide  playback,  uplink and  compressed  transponder  services for three TV X
networks. The TV X networks are scheduled to launch in December 2000 and will be
originated and uplinked through the Directrix Operations Facility.

         On July 31,  2000,  Directrix  entered  into an  agreement  with Akamai
Technologies, Inc. ("Akamai") to act as an authorized reseller to market, resell
and  support  Akamai's  broadband  static  and  streaming  services  to  content
providers  over the Directrix  Network.  Directrix  expects to begin  generating
revenues from broadband  services in its fiscal third quarter ended December 31,
2000.

         In August, 2000, in order to segregate  its broadband services from its
other business lines, Directrix formed two-wholly owned subsidiaries,  Directrix
Broadband, Inc. and Directrix Satellite, Inc.

Results of Operations

         Net Loss.  For the six and  three  months  ended  September  30,  2000,
Directrix  reported a net loss of  approximately  $5.0 million and $2.9 million,
respectively, as compared to a net loss of $2.3 million and $1.5 million for the
corresponding  periods in 1999.  The  increase in net loss for the six and three
months ended  September  30, 2000 was  primarily  attributable  to a decrease in
revenue  from EMI of $2.0 million and $1.2 million for the same periods in 1999.
Also contributing to the increase in net loss for the six months ended September
30,  2000  was  the  inclusion  of a gain  on  the  sale  of  Playboy  stock  of
approximately  $0.5 million in the net loss for the six months  ended  September
30, 1999. Increases in salary expense, library amortization,  satellite expense,
broadband   expense,   depreciation   expense  and  interest   expense  totaling
approximately  $1.0  million and $0.5 million for the six and three months ended
September 30, 2000,  respectively,  were mostly offset by a decrease in selling,
general and  administrative  expenses  of  approximately  $0.8  million and $0.3
million for the corresponding periods in 1999.

         Revenues.  Total  revenue for the six and three months ended  September
30, 2000  decreased  by $2.0  million  and $1.3  million as compared to the same
periods  in 1999.  The  decrease  in revenue  was  primarily  attributable  to a
decrease in revenue  associated  with the recording of EMI revenue based on cash
receipts for the six and three months  ended  September  30, 2000 as compared to
recording EMI revenue based on contractual amounts for the same periods in 1999.

         Salaries, Wages and Benefits.  Salaries, wages and benefits for the six
and three months  ended  September  30, 2000  increased by $0.2 million and $0.1
million as compared to the same period in 1999. The increase in salaries,  wages
and benefits was primarily  attributable to the addition of two senior sales and
marketing executives in April, 2000.

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

         Satellite  Costs.  Satellite  costs for the six and three  months ended
September  30, 2000  increased  by  approximately  $0.1 million for each period,
respectively, as compared to the same periods in 1999. The increase in satellite
costs  was  primarily   attributable   to  the  replacement  of  a  pre-emptible
transponder  lease with a  non-preemptible  transponder  lease during  November,
1999.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses for the six and three months ended  September  30, 2000
decreased  by  approximately  $0.8  million and $0.3  million as compared to the
corresponding  periods in 1999.  The decrease was  primarily  attributable  to a
decrease in provision  for bad debt expense  relating to EMI of $0.6 million and
$0.4 million,  respectively,  as compared to the corresponding  periods in 1999.
Also  contributing  to the  decrease  in  selling,  general  and  administrative
expenses for the six and three months ended September 30, 2000 were decreases in
production  services,  rent and utilities and temporary  help expenses  totaling
approximately  $0.5  million  and $0.3  million,  offset by the  inclusion  of a
reversal of approximately  $0.2 million of expense  associated with the issuance
of stock options to  non-employee  directors  recorded in the three months ended
June 30, 1999.  The reversal  was recorded on September  30, 1999 in  accordance
with revised interpretations of APB No. 25, "Accounting for Stock Issued to
Employees."

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

         Interest  Expense.  Interest expense for the six and three months ended
September 30, 2000 increased by  approximately  $0.3 million and $0.2 million as
compared to the same periods in 1999. The increase was  attributable to interest
on the  amounts  drawn down from  Directrix's  revolving  line of credit and the
amortization  of additional Common Stock purchase  warrants  issued in February,
2000 in connection with the revolving line of credit.

Liquidity and Capital Resources

1.       On  March  31, 2000 and  September  30,  2000,  Directrix  had  working
capital deficiency of approximately $1.1 million and $3.5 million, respectively.
The decline in working  capital during the six and three months ended  September
30, 2000 was  primarily  attributable  to  operating  losses of $4.6 million and
$2.7 million for the corresponding periods.

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

         As of  September  30, 2000,  Directrix  has drawn down the $3.5 million
from the Credit Facility.  On October 16, 2000, Directrix and the Lenders agreed
to modify the terms of the credit  facility  (the  "Amendment").  The  Amendment
provides  for an  increase  in the  Credit  Facility  from $3.5  million to $4.5
million,  and a modification of the financial  covenants.  In  consideration  of
their agreeing to provide the additional Credit Facility and the modification of
the covenants, Directrix granted the Lenders an aggregate of 60,000 Common Stock
purchase warrants, exercisable for ten years at $0.01 per share.

         Directrix  leases  four  satellite  transponders  under  various  lease
agreements (as amended),  with monthly  transponder leases payments  aggregating
$520,000. The lease agreements expire  at various  times through November, 2004.
In December, 1999, Directrix entered  into an agreement to  defer  approximately
$1.0 million of  lease  payments  to  be  paid  in  twenty-four   equal  monthly
installments  of  $40,833  beginning  April 1, 2000  of which  $0.5  million  is
classified  as  non-current.  At  September  30, 2000,  Directrix  had a current
transponder lease liability of $2.9 million, which included $2.2 million of past
due amounts from June 1, 2000 to September 30, 2000.

         Directrix is in final  negotiations  with its  transponder  provider to
amend  its  existing  lease  agreements,   substantially  reducing  its  monthly
transponder costs. Under terms of the proposed amendment, the expiration date of
all of the  agreements  would be  extended to October  30,  2005,  the number of
leased  transponders would be reduced from four to three, the transponders would
be relocated to a different satellite and would have a lower level of protection
if a transponder fails. Once amended,  Directrix monthly transponder costs would
be reduced from $520,000 to $240,000 for the 12 months ending  October 31, 2001,
$300,000  for the next 12 months  and  $345,000  for the final 12 months  ending
October 31, 2005. The proposed  amendment  would also provide for the structured
repayment  of the  approximately  $4.0  million  outstanding  amount  owed as of
October 31, 2000 as follows:  (i) four quarterly  payments of $100,000 beginning
in July, 2001; (ii) nine quarterly  payments of $250,000 beginning in July, 2002
and (iii) a final balloon  payment of the  approximately  $1,350,000  balance on
[July 1,  2004].  Interest  on the past due  amounts  will  accrue at 11% and be
payable  monthly.  If Directrix  completes an equity  offering with at least $20
million in proceeds,  it must prepay the  outstanding  amount owed. If Directrix
completes an equity offering with at least $10 million in proceeds,  it must use
10% of the  proceeds  to  prepay  a  portion  of the  outstanding  amount  owed.
Prepayment  is also  required in certain  other  circumstances.  There can be no
assurance  that  management  will be  successful  in its efforts to finalize the
renegotiation of its existing transponder lease agreements.

         As  previously   mentioned,   Directrix   commenced   operations  as  a
stand-alone  business  following  its  spin-off  from  Spice on March 16,  1999.
Directrix incurred net losses of approximately $5.0 million and $2.9 million for
the six and three months ended September 30, 2000, respectively.  Directrix also
incurred  a net loss of $6.1  million  for the year  ended  March 31,  2000.  At
September 30, 2000,  Directrix had a working capital deficiency of $3.5 million.
These matters raise substantial doubt about Directrix's ability to continue as a
going  concern.  Directrix's  continued  existence  is  dependant  upon  several
factors,  including its ability to generate operating cash flow via execution of
its long term business plan, and secure additional  financing to provide for the
immediate deficiency in working capital.

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

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

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

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

<PAGE>

                           PART II - OTHER INFORMATION

Item 1:         Legal Proceedings.

                None.

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

(a)             Exhibits.

                Exhibit 10.20 - First Amendment to Amended and Restated Loan and
                                Security Agreement

                Exhibit 27.00 - Financial Data Schedule.

(b)             Reports on Form 8-K.

                None.

<PAGE>

                                   SIGNATURES

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

                                        DIRECTRIX, INC.


Dated:   November 20, 2000

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