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 December 31, 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 January 31, 2001
was 2,239,785.

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                                             PART I

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



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

                                     ASSETS:
<S>                                                                                        <C>                    <C>
Current assets:
     Cash and cash equivalents ..................................................     $   127,000              $   324,000
     Accounts receivable, net ...................................................         962,000                  825,000
     Prepaid expenses and other current assets ..................................          87,000                   87,000
                                                                                   ---------------         ----------------
                    Total current assets ........................................       1,176,000                1,236,000
Property and equipment, net .....................................................       4,463,000                5,141,000
Library of movies, net ..........................................................         634,000                1,122,000
Deferred financing costs ........................................................         479,000                  562,000
Other assets ....................................................................          42,000                   93,000
                                                                                   ---------------         ----------------
                    Total assets ................................................     $ 6,794,000              $ 8,154,000
                                                                                   ===============         ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
    Accounts payable ............................................................     $ 5,819,000              $ 1,867,000
    Customer deposits ...........................................................         220,000                  110,000
    Accrued expenses and other current liabilities ..............................         303,000                  322,000
                                                                                   ---------------         ----------------
                    Total current liabilities ...................................       6,342,000                2,299,000

Transponder lease liability .....................................................         120,000                  464,000
Other liabilities ...............................................................          76,000                   96,000
Revolving line of credit ........................................................       4,034,000                1,913,000
                                                                                   ---------------         ----------------
                    Total liabilities ...........................................      10,572,000                4,772,000
                                                                                   ---------------         ----------------

Commitments and contingencies

Stockholders' equity

    Common stock, $.01 par value; authorized 25,000,000 shares; 2,239,785 and
     2,179,785 shares issued and outstanding at December 31, 2000 and
     March 31, 2000, respectively ...............................................          22,000                   22,000
    Additional paid-in capital ..................................................      20,983,000               20,833,000
    Accumulated deficit .........................................................     (24,783,000)             (17,473,000)
                                                                                   ---------------         ----------------
                    Total stockholders' equity ..................................      (3,778,000)               3,382,000
                                                                                   ---------------         ----------------
                    Total liabilities and stockholders' equity ..................     $ 6,794,000              $ 8,154,000
                                                                                   ===============         ================


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

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



                                                                 THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                                    DECEMBER 31,                            DECEMBER 31,
                                                              2000                1999                 2000                1999
                                                      -------------------------------------    -------------------------------------
<S>                                                            <C>                 <C>                  <C>                <C>

Revenues ............................................   $   1,203,000       $   2,164,000        $   4,013,000       $   7,000,000
                                                      -----------------   -----------------    -----------------   -----------------

Operating expenses:
    Salaries, wages and benefits ....................         828,000             723,000            2,464,000           2,170,000
    Library amortization ............................         155,000             131,000              488,000             315,000
    Satellite costs .................................       1,427,000           1,642,000            4,790,000           4,857,000
    Broadband expenses ..............................              --                  --              113,000                  --
    Selling, general and administrative expenses ....         499,000           1,184,000            1,767,000           3,278,000
    Depreciation ....................................         353,000             315,000            1,051,000             912,000
                                                      -----------------   -----------------    -----------------   -----------------
           Total operating expenses .................       3,262,000           3,995,000           10,673,000          11,532,000
                                                      -----------------   -----------------    -----------------   -----------------

           Loss from operations .....................      (2,059,000)         (1,831,000)          (6,660,000)         (4,532,000)

Interest expense ....................................        (300,000)             (4,000)            (650,000)            (71,000)
Gain (loss) on sale of marketable securities ........              --            (144,000)                  --             344,000
                                                      -----------------   -----------------    -----------------   -----------------

           Net loss .................................   $  (2,359,000)      $  (1,979,000)       $  (7,310,000)      $  (4,259,000)
                                                      =================   =================    =================   =================


Net loss per common share
      Basic and Diluted .............................   $       (1.06)      $       (0.93)       $       (3.33)      $       (2.01)
                                                      =================   =================    =================   =================

Weighted average number of shares outstanding:
      Basic and Diluted (Note 7) ....................       2,230,002           2,119,785            2,196,585           2,114,549
                                                      =================   =================    =================   =================


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

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DIRECTRIX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT of STOCKHOLDERS' EQUITY (unaudited)
FOR THE NINE MONTHS ENDED DECEMBER 31, 2000
____________________________________________________________________________________________________________________________________



                                                                                     Additional
                                                      Number of        Common         Paid-in         Accumulated
                                                       Shares           Stock         Capital           Deficit           Total
                                                   --------------   ------------  ----------------  ----------------  --------------
<S>                                                     <C>               <C>           <C>                <C>              <C>
Balance at March 31, 2000 .......................     2,179,785       $ 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)

    Additional warrants issued in connection with
       credit facility...........................        60,000             --           165,000                --         165,000

    Net loss.....................................            --             --                --        (7,310,000)     (7,310,000)
                                                   --------------   ------------  ----------------  ---------------- ---------------
Balance at December 31, 2000 ....................     2,239,785       $ 22,000      $ 20,983,000     $ (24,783,000)   $ (3,778,000)
                                                   ==============   ============  ================  ================ ==============


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

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



                                                                                           Nine months ended December 31,
                                                                                            2000                   1999
                                                                                            ----                   ----
<S>                                                                                          <C>                    <C>
Cash flows from operating activities:
    Net loss ......................................................................    $   (7,310,000)        $   (4,259,000)
                                                                                     -------------------    -------------------
Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation of property and equipment ........................................         1,051,000                912,000
    Amortization of library of movies .............................................           488,000                315,000
    Amortization of deferred financing costs ......................................           233,000                 23,000
    Gain on sale of marketable securities .........................................                --               (344,000)
    Bad debt expense ..............................................................           200,000                971,000
    Changes in assets and liabilities:
         Increase in accounts receivable ..........................................          (337,000)            (1,889,000)
         Decrease in prepaid expenses and other current assets ....................                --                 54,000
         Decrease (increase) in other assets ......................................            51,000                (27,000)
         Increase in accounts payable and accrued expenses ........................         3,589,000              2,098,000
         Increase in customer deposits ............................................           110,000                     --
         Decrease in other liabilities ............................................           (20,000)                    --
                                                                                     -------------------    -------------------
                   Total adjustments ..............................................         5,365,000              2,113,000
                                                                                     -------------------    -------------------
                   Net cash used in operating activities ..........................        (1,945,000)            (2,146,000)
                                                                                     -------------------    -------------------
Cash flows from investing activities:
         Proceeds from sale of Playboy Stock ......................................                --              3,558,000
         Purchase of property and equipment .......................................          (373,000)            (3,566,000)
                                                                                     -------------------    -------------------
                   Net cash used in investing activities ..........................          (373,000)                (8,000)
                                                                                     -------------------    -------------------
Cash flows from financing activities:
         Payment of capital lease obligations .....................................                --               (307,000)
         Borrowings under revolving line of credit ................................         2,121,000                500,000
         Borrowings from margin account ...........................................                --                597,000
                                                                                     -------------------    -------------------
                   Net cash provided by financing activities ......................         2,121,000                790,000
                                                                                     -------------------    -------------------
                   Net decrease in cash and cash equivalents ......................          (197,000)            (1,364,000)
Cash and cash equivalents, beginning of the period ................................           324,000              1,450,000
                                                                                     -------------------    -------------------
                   Cash and cash equivalents, end of the period ...................    $      127,000         $       86,000
                                                                                     ===================    ===================


Supplemental disclosures of cash flow  information:
         Cash paid during the period for:
                   Interest .......................................................    $      245,000         $       27,000
                                                                                     ===================    ===================

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)        $           --

         Acquisition of movie rights in exchange for reducing Accounts
         Receivable ...............................................................    $           --         $      735,000


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

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DIRECTRIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 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 December 31, 2000, and the results of  operations  and  cash flows for the
nine and three months ended December 31, 2000.

2.       The  results  of  operations  for  the  nine  and  three  months  ended
December 31,2000 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  $7.3 million and $2.4 million for the  nine and  three  months
ended December  31, 2000, respectively.  Directrix  also  incurred a net loss of
$6.1 million for the year ended March 31, 2000. At December 31, 2000,  Directrix
had a working capital deficiency of $5.2 million, primarily  resulting  from the
deferral  of  transponder  lease  liability  payments  under  an  amended  lease
agreement that is being renegotiated as described  below.  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 has
been completed,  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

<PAGE>

DIRECTRIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 (unaudited)CONTINUED
--------------------------------------------------------------------------------

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 $4.5  million  revolving  line of credit  (the "Credit
Facility"),  from which  approximately  $4.0  million  has been drawn down as of
December  31,  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  increased the Credit  Facility from
$3.5  million to $4.5 million,  and  modified  the  financial  covenants so that
beginning  with  the year ended March 31, 2001, Directrix must have $3.0 million
of stockholders' equity  at  the  end  of  each fiscal year.  The Amendment also
states  that  if  Directrix  has  not  sold  or  transferred  the EMI Option  by
March 31, 2001, then the  Lenders shall  have the option to convert their  Notes
into Directrix Common Stock. If Directrix sells, assigns or otherwise  transfers
the EMI Option for consideration payable in cash,  then Directrix must apply the
cash  consideration in excess of the receivable owed to Directrix  by EMI,  as a
reduction  of the  amounts  drawn down  from  the Credit Facility.  If the  cash
consideration in excess of the receivable owed  to Directrix by EMI is less than
the amounts drawn down from the Credit Facility, then  Directrix and the Lenders
will negotiate to give the Lenders the option to convert their  remaining  Notes
into Directrix Common Stock.  Directrix shall then be entitled to draw down  any
repaid  amounts  from  the  Credit  Facility as provided for in the Amended Loan
Agreement and the Amendment.

         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.  All of the warrants were exercised as of December 31, 2000.

         As of December  31, 2000,  there were no  financial  covenants in which
Directrix must be in  compliance.  Directrix has drawn down  approximately  $4.0
million from the Credit Facility,  leaving  approximately  $0.5 million of funds
available under the Credit Facility.

         Directrix  leased  four  satellite  transponders  under  various  lease
agreements (as amended),  with monthly  transponder lease  payments  aggregating
$520,000. The lease agreements were scheduled to 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 $0.1 million is
classified  as  non-current.  At December  31,  2000,  Directrix  has a  current
transponder lease liability of $4.7 million, which included $4.4 million of past
due amounts.

         In  December  2000,  Directrix  amended its lease  agreements  with its
transponder provider.  Under terms of the amendment,  the expiration date of all
of the  agreements  was  extended to  November  30,  2002,  the number of leased
transponders was reduced from four to three and have a lower level of protection
in the first year if a  transponder  fails.  The  amendment  also provides for a
reduction of Directrix' monthly  transponder costs from $520,000 to $240,000 for
the twelve  months  ending  November  30, 2001 and $300,000 for the final twelve
months  ending  November 30, 2002.  The  amendment  also states that the parties
would continue  negotiations to determine a long term repayment  schedule of the
past  due  transponder  payments  as  of December 31, 2000. If Directrix and its
transponder provider are unable to reach an agreement for repayment of  the past
due transponder payments,  then  Directrix will have to find another transponder
provider.  There can be no  assurance that management will be successful in  its
efforts  to  finalize  the  renegotiation  of  its  existing  transponder  lease
agreements pertaining to the past due transponder payments.

         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)

<PAGE>

DIRECTRIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 (unaudited)CONTINUED
--------------------------------------------------------------------------------

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 nine months ended December 31, 1999, Directrix sold  124,784
shares of Playboy  stock  contributed  by Spice at Closing for net cash proceeds
of approximately $3.6 million, resulting in a gain of approximately $0.3million.

7.       Net  loss  per  share  for the nine and three months ended December 31,
1999 and December  31, 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
December 31, 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 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.

<PAGE>

DIRECTRIX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 (unaudited)CONTINUED
--------------------------------------------------------------------------------

         Directrix and Playboy are in the final  stages  of negotiating a Letter
of Intent ("LOI") regarding certain  network  transmission  services  and studio
facilities  to be provided by  Directrix,  and  Playboy's  commitment  to be the
anchor tenant in such facility.  As per terms of the LOI,  Directrix will build,
own and operate a large Los Angeles  based facility with Playboy serving  as the
anchor  tenant  for  the  facility.   When  complete,  Directrix  will   provide
satellite and production services, studio facilities and personnel,   production
and  post-production  offices and commercial space to Playboy at the Los Angeles
based facility.  In  consideration for providing the  above-mentioned  services,
Playboy will pay to Directrix  a  fixed  monthly  rate for 10 years for rent and
some services, plus additional payments for other services  to  be  provided  to
Playboy. The LOI is subject to certain terms and conditions that must be adhered
to by both parties before a binding agreement can be executed.  If  the  LOI  is
agreed to by both parties, there is no assurance that Directrix will be  able to
obtain the financing necessary to construct the Los Angeles based facility.

         Directrix  had entered into a satellite  services  agreement  with TV X
Broadcasting  ("TV X"),  pursuant to which  Directrix  was to provide  playback,
uplink and  compressed  transponder  services for three TV X networks.  The TV X
networks were scheduled to launch in December 2000 and were to be originated and
uplinked  through the  Directrix  Operations  Facility.  Directrix and TV X have
mutually agreed to terminate the agreement.

         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 March 2000.

         On November 13, 2000,  Directrix  signed a contract  with LTV Networks,
Inc., to provide satellite transponder capacity,  uplink and digital services to
LTV beginning in December 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. AND SUBSIDIARIES
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 nine and three months ended
December 31, 1999,  Directrix  recorded bad debt expense  associated with EMI of
approximately $1.0 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.

       Directrix and Playboy are in the final  stages  of  negotiating  a Letter
of Intent ("LOI") regarding certain  network  transmission  services  and studio
facilities  to be provided by  Directrix,  and  Playboy's  commitment  to be the
anchor tenant in such facility.  As per terms of the LOI,  Directrix will build,
own and operate a large Los Angeles  based facility with Playboy  serving as the
anchor tenant for the facility.  When complete, Directrix will provide satellite
and  production  services,  studio  facilities  and  personnel,  production  and
post-production offices and commercial space to Playboy at the Los Angeles based
facility.  In consideration for providing the  above-mentioned services, Playboy
will  pay  to  Directrix  a  fixed  monthly  rate for 10 years for rent and some
services, plus additional payments for other services to be provided to Playboy.
The LOI is subject to certain terms and conditions that must be  adhered  to  by
both parties before a binding agreement can be executed. If the LOI is agreed to
by both parties, there is no assurance that Directrix will be able to obtain the
financing necessary to construct the Los Angeles based facility.

<PAGE>

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

         Directrix  had entered into a satellite  services  agreement  with TV X
Broadcasting  ("TV X"),  pursuant to which  Directrix  was to provide  playback,
uplink and compressed transponder services for three TV X  networks.   The  TV X
networks were scheduled to launch in December 2000 and were to be originated and
uplinked  through  the Directrix Operations  Facility.  Directrix  and TV X have
mutually agreed to terminate the agreement.

         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 March 2000.

         On November 13, 2000,  Directrix  signed a contract  with LTV Networks,
Inc., to provide satellite transponder capacity, uplink and digital services  to
LTV beginning in  December, 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 nine and  three  months  ended  December  31,  2000,
Directrix  reported a net loss of  approximately  $7.3 million and $2.3 million,
respectively, as compared to a net loss of $4.3 million and $2.0 million for the
corresponding  periods in 1999.  The  increase  in net loss for the nine  months
ended December 31, 2000 was primarily attributable to a decrease in revenue from
EMI of $3.0 million for the same period in 1999.  Increases  in salary  expense,
library  amortization,  broadband  expense,  depreciation  expense and  interest
expense totaling  approximately  $1.2 million for the nine months ended December
31,  2000  and  the  inclusion  of a gain  on  the  sale  of  Playboy  stock  of
approximately  $0.3 million in the net loss for the nine months  ended  December
31,  1999 were  offset by  decreases  in  selling,  general  and  administrative
expenses of  approximately  $1.5 million for the nine months ended  December 31,
2000.

         The increase in net loss for the three  months ended  December 31, 2000
was primarily  attributable  to a decrease in revenue from EMI of  approximately
$0.9  million  for the same  period in 1999,  offset by  decreases  in  selling,
general  and  administrative   expenses  of  approximately  $0.7  million.  Also
contributing to the increase in net loss was the inclusion of a gain on the sale
of Playboy  stock of  approximately  $0.1  million in the net loss for the three
months ended December 31, 1999.

         Revenues.  Total  revenue for the nine and three months ended  December
31, 2000 decreased by $3.0 million and $0.9 million,  respectively,  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 nine and three months ended  December 31, 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 nine
and three  months  ended  December  31, 2000  increased by $0.3 million and $0.1
million, respectively, as compared to the same periods 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 nine months ended
December  31, 2000  increased by  approximately  $0.2 million as compared to the
same period 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.

<PAGE>

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

         Library amortization for the three months ended  December  31, 2000 was
comparable to the same period as 1999.

         Satellite  Costs.  Satellite  costs for the three months ended December
31, 2000 decreased by approximately $0.2 million as compared to the same periods
in 1999. The decrease in satellite costs for the three months ended December 31,
2000 was primarily  attributable  to the amendment of Directrix' lease agreement
with its transponder  provider in December 2000, which provided for, among other
things, a reduction in the number of leased  transponders from four to three and
have a lower level of protection in the first year if a transponder fails, and a
reduction of Directrix' monthly  transponder costs from $520,000 to $240,000 for
the twelve months ending November 30, 2001.

         Satellite  costs  for the nine  months  ended  December  31,  2000 were
comparable to the same period as 1999.

         Selling,  General and  Administrative  Expenses.  Selling,  general and
administrative  expenses for the nine and three  months ended  December 31, 2000
decreased  by  approximately  $1.5  million and $0.7  million, respectively,  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
$1.0 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 nine and three months ended   December 31,  2000
were  decreases  in production  services,  rent and  utilities,  relocation  and
temporary help  expenses totaling  approximately  $0.5 million and $0.3 million,
respectively.

         Depreciation of Fixed Assets. Depreciation of fixed assets for the nine
months  ended  December  31, 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  December 31, 2000 was  comparable to the  corresponding  period in
1999.

         Interest Expense.  Interest expense for the nine and three months ended
December 31, 2000  increased by  approximately  $0.6 million  and  $0.3 million,
respectively, as compared to the same periods in 1999.The increase was primarily
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 and October 2000 in  connection  with  the  revolving line of
credit.

Liquidity and capital resources

1.       On March 31, 2000 and December 31, 2000, Directrix had working  capital
deficiency of  approximately  $1.1 million and $4.8 million,  respectively.  The
decline in working  capital  during the nine and three months ended December 31,
2000 was  primarily  attributable  to operating  losses of $6.7 million and $2.1
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.

<PAGE>

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

         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, so that  beginning  with the year ended
March 31, 2001,  Directrix must have $3.0 million of stockholders' equity at the
end of each fiscal year.   The  Amendment  also states that if Directrix has not
sold or transferred the EMI Option by March 31, 2001, then  the  Lenders   shall
have the option to convert their Notes into Directrix Common Stock. If Directrix
sells, assigns or otherwise transfers the EMI Option for  consideration  payable
in cash, then Directrix must  apply the  cash consideration  in  excess  of  the
receivable owed to Directrix by EMI, as a reduction of the  amounts  drawn  down
from the Credit Facility.  If the cash consideration in excess of the receivable
owed to Directrix by EMI is less  than  the amounts drawn down from  the  Credit
Facility, then Directrix and the Lenders will negotiate to give the Lenders  the
option to convert their remaining Notes into Directrix Common Stock.   Directrix
shall then be entitled to draw down any repaid amounts from the  Credit Facility
as provided for in the Amended Loan Agreement and the Amendment.

         In  consideration  of their agreeing to provide the Credit Facility and
the Amendment,  Directrix granted the Lenders an aggregate of 105,000 and 60,000
Common Stock purchase  warrants,  exercisable  for ten years at $0.01 per share,
respectively.  The aggregate fair market value of the warrants (determined using
the  Black-Scholes  pricing model) amounts to approximately  $0.8 million and is
being amortized over the term of the Credit  Facility.  All of the warrants were
exercised as of December 31, 2000.

         As of December  31, 2000,  there were no  financial  covenants in which
Directrix must be in  compliance.  Directrix has drawn down  approximately  $4.0
million from the Credit Facility,  leaving  approximately  $0.5 million of funds
available under the Credit Facility.

         Directrix  leased  four  satellite  transponders  under  various  lease
agreements (as amended),  with monthly  transponder lease  payments  aggregating
$520,000. The lease agreements were scheduled to 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 $0.1 million is
classified  as  non-current.  At December  31,  2000,  Directrix  had a  current
transponder lease liability of $4.4 million, which included $4.1 million of past
due amounts.

         In December 2000,  Directrix amended its existing lease agreements with
its transponder provider.  Under terms of the amendment,  the expiration date of
all of the  agreements  was extended to November 30, 2002,  the number of leased
transponders was reduced from four to three and have a lower level of protection
in the first year if a  transponder  fails.  The  amendment  also provides for a
reduction of Directrix' monthly  transponder costs from $520,000 to $240,000 for
the twelve  months  ending  November  30, 2001 and $300,000 for the final twelve
months  ending  November 30, 2002.  The  amendment  also states that the parties
would continue  negotiations to determine a long term repayment  schedule of the
past due transponder  payments  as of December 31, 2000.  If Directrix  and  its
transponder provider are unable to reach an agreement for repayment of  the past
due transponder payments,  then  Directrix will have to find another transponder
provider.  There can be no  assurance that management will be successful in  its
efforts  to  finalize  the  renegotiation  of  its  existing  transponder  lease
agreements pertaining to the past due transponder payments.

         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 $7.3 million and $2.4 million for
the nine and three months ended December 31, 2000, respectively.  Directrix also
incurred  a net loss of $6.1  million  for the year  ended  March 31,  2000.  At
December 31, 2000, Directrix had a working capital  deficiency  of $5.2 million,
primarily  resulting from the deferral of  transponder  lease liability payments
under  an  amended  lease  agreement  that is  being  renegotiated  as described
below.   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.

<PAGE>

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

         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 has been completed,  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 nine months ended December 31, 1999,  Directrix sold 124,784
shares of Playboy stock contributed by Spice at  Closing  for net cash  proceeds
of approximately $3.6 million,resulting in a gain of approximately $0.3 million.

<PAGE>

                           PART II - OTHER INFORMATION

Item 1:         Legal Proceedings.

                None.

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

(a)             Exhibits.

                None.

(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:   February 20, 2001

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