<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

   (Mark One)

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

          For the quarterly period ended September 30, 2001

                                       OR

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

          For the transition period from _____ to _____

   Commission file number 000-30701


================================================================================
                                     OZ.COM
             (Exact name of registrant as specified in its charter)


            California                                 95-4560875
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                    Identification No.)

                                 Snorrabraut 54
                            IS-105 Reykjavik, Iceland
          (Address of principal executive offices, including zip code)

                               011 (354) 535-0000
              (Registrant's telephone number, including area code)


================================================================================

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

                               Yes [X]   No [ ]

        As of September 30, 2001, there were 90,387,596 shares of the
registrant's Common Stock outstanding.


                                       1

<PAGE>

                                      INDEX


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

    ITEM 1.    FINANCIAL STATEMENTS

               Consolidated Balance Sheets at December 31, 2000 and
               September 30, 2001 (unaudited)                                     3

               Consolidated Statements of Operations (unaudited) for the
               three and nine months ended September 30, 2000 and 2001            4

               Consolidated Statements of Cash Flows (unaudited) for the
               three and nine months ended September 30, 2000 and 2001            5

               Consolidated Statements of Comprehensive Income (unaudited)
               for the three and nine months ended September 30, 2000 and 2001    6

               Notes to Consolidated Financial Statements (unaudited)             7

    ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                                9

PART II.  OTHER INFORMATION

    ITEM 1.    LEGAL PROCEEDINGS                                                 16

    ITEM 2.    CHANGES IN SECURITIES                                             16

    ITEM 3.    DEFAULTS UPON SENIOR SECURITIES                                   16

    ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               16

    ITEM 5.    OTHER INFORMATION                                                 17

    ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                  17

SIGNATURE                                                                        17
</TABLE>



                                       2
<PAGE>

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

                             OZ.COM AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                      December 31,      September 30,
                                                          2000               2001
                                                     ------------       ------------
                                                                         (unaudited)
<S>                                                  <C>                <C>
Assets
Current assets:
    Cash and cash equivalents                        $  3,559,559       $  1,047,882
    Trade accounts receivable                              98,235            129,697
    Accounts receivable from shareholder                3,413,433          1,640,325
    Prepaid expenses and other current assets             530,777            293,719
                                                     ------------       ------------
        Total current assets                            7,602,004          3,111,623
Property and equipment, net                             3,879,161          3,985,827
License, net of accumulated amortization of
  $36,684 and $227,160                                    852,205            661,729
Goodwill, net of accumulated amortization of
  $448,505 and $2,777,749                              15,076,668         12,747,424
Other assets                                                   --            170,301
                                                     ------------       ------------
        Total assets                                 $ 27,410,038       $ 20,676,904
                                                     ============       ============

Liabilities and Shareholders' Equity
Current liabilities:
    Trade accounts payable                           $    558,483       $  1,042,774
    Accrued liabilities                                 1,111,304          1,004,898
    Current portion of deferred revenue                 1,767,107          6,001,406
    Current portion of notes payable                       21,476             19,519
                                                     ------------       ------------
        Total current liabilities                       3,458,370          8,068,597

Notes payable                                             429,521            899,921
Deferred revenue                                        1,011,957            845,750
                                                     ------------       ------------
        Total liabilities                               4,899,848          9,814,268
                                                     ------------       ------------

Minority interest                                           8,489                 --
Commitments and contingencies                                  --                 --
Redeemable common stock, $0.01 par value                4,500,000          4,500,000
Shareholder's equity:
  Convertible preferred stock, $0.01 par value:
    25,000,000 shares authorized:
    14,680,964 and 14,270,964 shares issued and
    outstanding, respectively (liquidation
    value $14,270,964)                                 17,079,446         16,546,446
  Common stock, $0.01 par value:
    275,000,000 shares authorized:
    89,479,596 and 90,387,596 shares issued and
    outstanding, respectively                             894,796            903,876
  Additional paid-in capital                           30,834,321         31,367,041
  Notes receivable from shareholders                     (353,900)          (353,900)
  Deferred stock-based compensation                    (4,032,567)        (2,733,490)
  Accumulated deficit including accumulated
    other comprehensive income of $667,810 and
    $677,341, respectively                            (26,420,395)       (39,367,337)
                                                     ------------       ------------
Total shareholders' equity                             18,001,701          6,362,636
                                                     ------------       ------------
Total liabilities and shareholders' equity           $ 27,410,038       $ 20,676,904
                                                     ============       ============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.



                                       3
<PAGE>

                             OZ.COM AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                          FOR THE THREE MONTHS                FOR THE NINE MONTHS
                                           ENDED SEPTEMBER 30,                 ENDED SEPTEMBER 30,
                                     ------------------------------      ------------------------------
                                         2000             2001               2000              2001
                                     ------------      ------------      ------------      ------------
<S>                                  <C>               <C>               <C>               <C>
REVENUES
    Development services             $  1,798,324      $  1,163,020      $  5,019,197      $  5,472,409
    Client services                       105,941           142,907           105,941           197,333
    License fees                           59,143            59,143           177,429           177,429
                                     ------------      ------------      ------------      ------------
        Total Revenues                  1,963,408         1,365,070         5,302,567         5,847,171

COST OF REVENUES                        1,083,134         1,501,493         3,385,674         4,992,787
                                     ------------      ------------      ------------      ------------

GROSS MARGIN                              880,274          (136,423)        1,916,893           854,384

OPERATING EXPENSES
    Sales and marketing                   934,652           404,798         2,981,609         2,148,255
    General and administrative
      (including stock-based
      compensation of $477,473,
      $430,484, $1,058,544 and
      $1,299,077)                       2,917,879         3,074,402         5,960,724         9,437,738
    Research and development              834,113           488,901         1,613,101         1,917,326
                                     ------------      ------------      ------------      ------------
        Total operating expenses        4,686,644         3,968,101        10,555,434        13,503,319
                                     ------------      ------------      ------------      ------------
        Operating loss                 (3,806,370)       (4,104,524)       (8,638,541)      (12,648,935)
                                     ------------      ------------      ------------      ------------
Interest income                            94,222            11,150           310,369            64,314
Interest expense                          (15,022)          (31,605)          (61,144)          (94,773)
Other income (expense) net               (761,862)          (85,297)       (1,363,125)         (291,170)
                                     ------------      ------------      ------------      ------------
    Loss before provision for
      income taxes and minority
      interest                         (4,489,032)       (4,210,276)       (9,752,441)      (12,970,564)
Income taxes                                   --                --                --                --
Minority interest                          14,215            (7,854)           14,215            14,091
                                     ------------      ------------      ------------      ------------
    Net loss                         $ (4,474,817)     $ (4,218,130)     $ (9,738,226)     $(12,956,473)
                                     ============      ============      ============      ============

NET LOSS PER SHARE:
    Basic                            $      (0.06)     $      (0.05)     $      (0.14)     $      (0.14)
                                     ============      ============      ============      ============
    Diluted                          $      (0.06)     $      (0.05)     $      (0.14)     $      (0.14)
                                     ============      ============      ============      ============
</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.



                                       4
<PAGE>


                             OZ.COM AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                   FOR THE THREE MONTHS              FOR THE NINE MONTHS
                                                                    ENDED SEPTEMBER 30,               ENDED SEPTEMBER 30,
                                                             ------------------------------      ------------------------------
                                                                 2000              2001              2000              2001
                                                             ------------      ------------      ------------      ------------
<S>                                                          <C>               <C>               <C>               <C>
Cash flows from operating activities:
    Net loss                                                 $ (4,474,817)     $ (4,218,130)     $ (9,738,226)     $(12,956,473)
    Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                             195,700         1,150,689           449,698         3,402,012
        Noncash charges (credits), net                             (8,548)               --            (8,548)               --
        Loss on disposal of property and equipment                     --           122,127                --           122,127
        Amortization of deferred stock-based
          compensation                                            477,473           430,484         1,058,544         1,299,077
        Minority interest                                              --            36,036                --            14,091
        (Increase) decrease in accounts receivable                144,514         1,404,617            57,130         1,741,646
        (Increase) decrease in prepaid expenses and
          other assets                                           (231,131)          135,380          (202,439)           66,757
        Increase (decrease) in trade accounts payable             246,848           199,596           509,401           484,291
        Increase (decrease) in accrued liabilities                (95,711)         (267,799)          661,325          (106,406)
        Increase (decrease) in deferred revenue                   (59,143)        1,355,120          (177,429)        4,068,092
                                                             ------------      ------------      ------------      ------------
     Net cash provided by (used in) operating activities       (3,804,815)          348,120        (7,390,544)       (1,864,786)
                                                             ------------      ------------      ------------      ------------

Cash flows from investing activities:
    Purchases of property and equipment                          (756,351)          (84,043)       (1,997,777)       (1,139,433)
    Proceeds from the sale of property and equipment                   --            28,348                --            28,348
                                                             ------------      ------------      ------------      ------------
        Net cash used in investing activities                    (756,351)          (55,695)       (1,997,777)       (1,111,085)
                                                             ------------      ------------      ------------      ------------

Cash flows from financing activities:
    Exercise of employee stock options                             37,042             4,800           263,942             8,800
    Issuance of common stock in subsidiary to minority              9,000                --             9,000                --
    Issuance of convertible note                                       --                --                --           500,000
    Repayments of notes payable                                   (39,896)           (5,369)          (56,697)          (16,107)
    Payment of capital lease obligation                                --                --            (3,384)               --
                                                             ------------      ------------      ------------      ------------
        Net cash provided by financing activities                   6,146              (569)          212,861           492,693
                                                             ------------      ------------      ------------      ------------
Effect of currency exchange rates on cash                         478,590          (451,608)          617,976           (28,499)
                                                             ------------      ------------      ------------      ------------
    Net decrease in cash                                       (4,076,430)         (159,752)       (8,557,484)       (2,511,677)
Cash and cash equivalents at beginning of period                9,122,538         1,207,634        13,603,592         3,559,559
                                                             ------------      ------------      ------------      ------------
Cash and cash equivalents at end of period                   $  5,046,108      $  1,047,882      $  5,046,108      $  1,047,882
                                                             ============      ============      ============      ============

Supplemental cash flow information:
    Interest paid                                            $      8,406      $      7,210      $     21,473      $     27,421
                                                             ============      ============      ============      ============
Supplemental disclosures of non-cash
  investing and financing activities:
    Conversion of preferred stock to common stock            $    212,401      $         --      $    275,191      $    533,000
                                                             ============      ============      ============      ============
    Common stock issued for notes                            $      1,500      $         --      $    189,500      $         --
                                                             ============      ============      ============      ============
</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.



                                       5
<PAGE>

                             OZ.COM AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (unaudited)


<TABLE>
<CAPTION>
                                         FOR THE THREE MONTHS              FOR THE NINE MONTHS
                                          ENDED SEPTEMBER 30,              ENDED SEPTEMBER 30,
                                   ------------------------------      ------------------------------
                                        2000             2001              2000              2001
                                   ------------      ------------      ------------      ------------
<S>                                <C>               <C>               <C>               <C>
Net loss                           $ (4,474,817)     $ (4,218,130)     $ (9,738,226)     $(12,956,473)

Other comprehensive income
  (loss):
  Foreign currency translation
    adjustment                          478,589          (433,720)          617,976             9,531
                                   ------------      ------------      ------------      ------------
Comprehensive loss                 $ (3,996,228)     $ (4,651,850)     $ (9,120,250)     $(12,946,942)
                                   ============      ============      ============      ============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.



                                       6
<PAGE>

                             OZ.COM AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.      INTERIM FINANCIAL STATEMENTS

        The accompanying financial statements of OZ.COM and subsidiaries (the
Company) are unaudited and have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission. Certain information
and note disclosures normally included in annual financial statements prepared
in accordance with generally accepted accounting principles in the United States
of America have been condensed or omitted pursuant to those rules and
regulations. Accordingly, these interim financial statements and notes should be
read in connection with the Company's 2000 Annual Report on Form 10-KSB. The
results of operations for the interim periods shown in this report are not
necessarily indicative of results to be expected for other interim periods or
for the full fiscal year. In the opinion of management, the information
contained herein reflects all adjustments necessary for a fair statement of the
interim results of operations.

        The December 31, 2000 balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles in the United States of America.

        The accompanying consolidated financial statements include accounts of
the Company and its subsidiaries.

        The Company's consolidated financial statements have been prepared
assuming the Company will continue as a going concern. The Company has devoted
substantial efforts to the development of new products and has incurred losses
and negative cash flows from operations since inception. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The Company is seeking to decrease its operating expenses so that it can become
profitable on its existing operations, and may seek to raise additional capital
through the offering of equity or debt securities. However, there can be no
assurance that the Company's efforts to achieve profitable operations or raise
additional capital will be successful. These consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

2.      NET LOSS PER SHARE

        Basic net loss per share is computed using the weighted average number
of common shares outstanding for the period. Diluted net loss per share is
computed using the weighted average number of common shares outstanding and any
potentially dilutive securities. Potentially dilutive securities are not
included in the diluted earnings per share calculations as their inclusion would
be anti-dilutive to the basic net loss per share calculations. Potentially
dilutive securities not included in the diluted net loss per share calculation
and outstanding during the three and nine months ended September 30, 2000 and
2001, included redeemable common stock, convertible preferred stock, stock
options and warrants.

        The components of basic and diluted net loss per share are as follows:

<TABLE>
<CAPTION>
                                               NINE MONTHS ENDED SEPTEMBER 30,
                                              ---------------------------------
                                                  2000                2001
                                              ------------       --------------
<S>                                           <C>                <C>
Net loss                                      $ (9,738,226)      $  (12,956,473)
                                              ============       ==============

Weighted average outstanding shares
  of common stock                               70,078,537           90,031,786

Net loss per share:
    Basic                                     $      (0.14)      $        (0.14)
                                              ============       ==============
    Diluted                                   $      (0.14)      $        (0.14)
                                              ============       ==============
</TABLE>




                                       7
<PAGE>


<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED SEPTEMBER 30,
                                              ----------------------------------
                                                  2000                2001
                                              ------------       --------------
<S>                                           <C>                <C>
Net loss                                      $ (4,474,817)      $   (4,218,130)
                                              ============       ==============

Weighted average outstanding shares
  of common stock                               70,846,486           90,384,466

Net Loss per share:
    Basic                                     $      (0.06)      $         (0.05)
                                              ============       ==============
    Diluted                                   $      (0.06)      $         (0.05)
                                              ============       ==============
</TABLE>


3.      CONVERSION OF SERIES A PREFERRED STOCK INTO COMMON STOCK

        During the nine months ended September 30, 2001, holders of 410,000
shares of preferred stock with a carrying value of $533,000 elected to convert
their shares into shares of common stock. In accordance with the terms of
conversion, the shares of preferred stock were converted into 820,000 shares of
common stock.

4.      NEW ACCOUNTING PRONOUNCEMENTS

        In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133, as amended by SFAS No. 137,
establishing accounting and reporting standards for derivative financial
instruments and hedging activities related to those instruments, as well as
other hedging activities. The Company adopted SFAS 133 during the three months
ended March 31, 2001. The adoption of SFAS No. 133, as amended, did not have a
material impact on the Company's consolidated financial position, results of
operations, or cash flows.

        In June 2001, the Financial Accounting Standards Board issued SFAS No.
141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible
Assets." SFAS No. 141 requires business combinations initiated after September
30, 2001 to be accounted for using the purchase method of accounting, and
broadens the criteria for recording intangible assets separate from goodwill.
Recorded goodwill and intangibles will be evaluated against these new criteria
and may result in an intangible asset being reclassified as goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 requires the use of
a nonamortization approach to account for purchased goodwill and certain
intangibles. Under a nonamortization approach, goodwill and certain intangibles
are not amortized into results of operations, but instead are reviewed for
impairment and written down and charged to results of operations only in the
periods in which the recorded value of goodwill and certain intangibles is more
than its fair value. The provisions of each statement that apply to goodwill and
intangible assets acquired prior to September 30, 2001 will be adopted by the
Company on January 1, 2002. The Company presently believes that upon adoption of
these statements it will likely need to rename the strategic "customer
relationship" that it acquired in its acquisition of MCE Holding Corporation in
November 2000 that is currently recorded as "goodwill" in its financial
statements. The Company would then continue to amortize the asset. As a result,
the Company does not believe that the adoption of SFAS No. 141 and 142 will have
a material impact on its consolidated financial position or results of
operations.

5.      GEOGRAPHIC, SEGMENT, AND SIGNIFICANT CUSTOMER INFORMATION

        The Company's chief operating decision maker is considered to be the
Company's Chief Executive Officer (CEO). The CEO reviews financial information
presented on a consolidated basis accompanied by disaggregated information about
revenues by geographic region and by product for purposes of making operating
decisions and assessing financial performance. The Company operates in three
operating segments: 1) development of software that enables the delivery of
Internet-based services to mass-market wireless telephones, 2) the delivery of
Internet-based services to wireless network operators and Internet businesses,
and related consulting services and 3) the licensing of the Company's core
technologies to Ericsson and the licensing of the Company's products to network
operators



                                       8
<PAGE>

and Internet businesses. The disaggregated information reviewed on a product
basis by the CEO is as follows:

<TABLE>
<CAPTION>
                           THREE MONTHS ENDED            NINE MONTHS ENDED
                              SEPTEMBER 30,                SEPTEMBER 30,
                       -------------------------     -------------------------
                          2000           2001           2000           2001
                       ----------     ----------     ----------     ----------
<S>                    <C>            <C>            <C>            <C>
Revenues:
  Development          $1,798,324     $1,163,020     $5,019,197     $5,472,409
  Client services         105,941        142,907        105,941        197,333
  License                  59,143         59,143        177,429        177,429
                       ----------     ----------     ----------     ----------
    Total revenues     $1,963,408     $1,365,070     $5,302,567     $5,847,171
                       ==========     ==========     ==========     ==========
</TABLE>


        Revenues attributable to geographic regions are based upon the
origination of the sales. All development services related to the revenues
reported below were performed in Europe. Information regarding the Company's
revenues in different geographic regions is as follows:

<TABLE>
<CAPTION>
                             THREE MONTHS ENDED            NINE MONTHS ENDED
                                SEPTEMBER 30,                SEPTEMBER 30,
                          -------------------------     -------------------------
                             2000           2001           2000           2001
                          ----------     ----------     ----------     ----------
<S>                       <C>            <C>            <C>            <C>
Revenues:
  North America           $1,752,789     $  169,324     $4,775,865     $3,266,700
  Europe (principally
    Iceland)                 210,619      1,195,746        526,702      2,580,471
                          ----------     ----------     ----------     ----------
    Total revenues        $1,963,408     $1,365,070     $5,302,567     $5,847,171
                          ==========     ==========     ==========     ==========
</TABLE>


        Ericsson was the Company's only significant source of revenues during
the three and nine months ended September 30, 2001. Revenues attributable to
Ericsson comprised 91.0% and 95.8% of the total revenues for the three and nine
months ended September 30, 2001, respectively.

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

        This Management's Discussion and Analysis of Financial Condition and
Results of Operations and other parts of this Form 10-QSB contain
forward-looking statements that involve risks and uncertainties. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
"may," "will," "should," "could," "potential," "continues," "predicts" and
similar expressions and the negatives of such expressions identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to numerous assumptions, risks and uncertainties and
a number of factors that could cause actual results to differ materially from
those expressed, forecasted or implied in such forward looking statements.
Factors that might cause such a difference include, but are not limited to,
those discussed in our Registration Statement on Form 10-SB/A, our



                                       9
<PAGE>

Annual Report on Form 10-KSB/A, and those appearing elsewhere in this Form
10-QSB. You are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof. We
assume no obligation to update these forward-looking statements to reflect
actual results or changes in factors or assumptions affecting such
forward-looking statements except as required under the federal securities laws
of the United States.

Overview

        Since we were incorporated in December 1995, we have devoted
substantially all of our resources to developing our multi-user communications
platform, first in the context of three-dimensional ("3D") online environments,
and since 1997, primarily in the context of wireless telecommunications
networks. In 1998, we began working with Ericsson Telecom AB and/or its
affiliates ("Ericsson") to develop a wireless Internet communications platform
now called "iPulse(TM)" based on this technology. We first recognized
development revenues in November 1998, and generated development revenues of
approximately $4.5 million and $7.7 million in the years ended December 31, 1999
and 2000, respectively and $5.5 million for the nine months ended September 30,
2001. We first recognized license revenues in September 1999, and generated
license revenues of approximately $0.08 million and $0.28 million in the years
ended December 31, 1999 and 2000, respectively, and $0.18 million for the nine
months ended September 30, 2001. In addition, we first recognized client
services revenues of approximately $0.3 million in the year ended December 31,
2000. Client services revenues for the nine months ended September 30, 2001 were
$0.2 million.

        We incurred net losses of approximately $13.0 million for the nine
months ended September 30, 2001 and $1.8 million, $2.9 million and $14.0 million
for the years ended December 31, 1998, 1999 and 2000, respectively. As of
September 30, 2001, we had an accumulated deficit of approximately $40.0
million. We are currently operating at a deficit and expect to continue
operating at a deficit over at least the next three months as we achieve
reductions in our cost structure, while maintaining a sufficient resource base
to support anticipated growth in sales. We believe that our historical operating
results are not indicative of future performance for the reasons discussed
below.

        We generate revenues from development work, license fees and client
services. In addition, we hope to generate revenues from commissions and
referral fees in the future. To date we have received license revenues primarily
from a license of our core technologies to Ericsson. We receive development
revenues under contracts with each of Ericsson and Microcell Labs, Inc. and/or
its affiliates ("Microcell"). In November 2000 and in 2001, we entered into
contracts under which we have performed development work, provided consulting
services and licensed technologies to Microcell and under which we expect to
perform additional similar services for Microcell and Ericsson Canada Inc., an
affiliate of Ericsson Telecom AB ("Ericsson Canada"). We entered into the
November 2000 contracts in connection with our acquisition of MCE Holding
Corporation and its subsidiary 3044016 Nova Scotia Company, which is now called
OZ.COM Canada Company ("OZ.COM Canada"). However, as a result of the levels of
ownership interest of Microcell and Ericsson at the inception of the contracts,
certain payments received from Ericsson Canada and Microcell have not been
recognized as revenue, and future payments from Ericsson Canada and Microcell
may not be immediately recognizable as revenue according to generally accepted
accounting principles in the United States of America. In the quarter ended
September 30, 2001, we received payments of $750,000 for development work
rendered to Microcell, and $750,000 from Ericsson Canada that were not
recognized as revenue. The payments from Microcell and Ericsson Canada for the
work performed and to be performed have been recorded as deferred revenue on our
balance sheet. We will recognize all of the deferred revenues as current revenue
at the termination of the contract under which we performed the work.

        On November 1, 2000, we entered into a general co-operation and
development agreement with Ericsson. The general co-operation and development
agreement superseded the earlier document of the same name that we entered into
in February 1999. Pursuant to this agreement, we agreed to cooperate with
Ericsson in the area of Internet-based technologies, applications and services,
including, but not limited to, development, testing integration, marketing,
sales, distribution, support and maintenance of solutions based on the
technologies and services of each company. Pursuant to the February 1999
agreement and as restated in the new agreement, Ericsson also acquired a license
to substantially all of our technology as it existed in February 1999 because
this technology was considered incidental to the development work as it was
expected to be integrated to some extent into



                                       10
<PAGE>

most, if not all, applications developed under the general co-operation and
development agreement. Our cooperation pursuant to this agreement is
nonexclusive and each party's participation is based on its individual
evaluation of the commercial viability and expected benefits of the
relationship.

        OZ.COM Canada entered into a specific co-operation and development
agreement with Ericsson Canada on November 8, 2000 pursuant to which OZ.COM
Canada will provide consulting and development services in the areas of mobile
Internet applications for third generation ("3G") mobile telephony platforms.
The specific co-operation and development agreement is an agreement under the
Ericsson general co-operation and development agreement. Under the terms of the
specific co-operation and development agreement, Ericsson Canada will advance to
OZ.COM Canada a total of $6 million in quarterly installments of $750,000 over
the agreement's two-year term, which installments will be applied by Ericsson
Canada against amounts due for development work performed under the agreement.
OZ.COM Canada will have access to Ericsson Canada's 3G laboratories and will
receive up to 6,000 hours of assistance from qualified 3G experts for testing of
the 3G development work. As further described below, we acquired OZ.COM Canada
on November 8, 2000 in connection with our acquisition of MCE Holding
Corporation ("Acquisition").

        OZ.COM Canada entered into a general co-operation and development
agreement with Microcell dated November 8, 2000 pursuant to which Microcell
agreed to use OZ.COM Canada as its preferred development resource for
development work and consulting services in the field of wireless Internet
applications. Under the terms of the agreement, Microcell has committed to
purchase $9 million in consulting and development services and technology
licenses in quarterly installments of $750,000 during the three-year term of the
agreement. OZ.COM Canada will have full ownership of the products developed
under the agreement and their related intellectual property rights. However, if
the products are unrelated to OZ.COM Canada's product offerings or if the
products are completed by Microcell as a result of OZ.COM Canada's breach of the
agreement, Microcell will own the product and its related intellectual property
rights, with OZ.COM Canada retaining the right to use, sell, and distribute the
product outside of Canada for three years. Microcell will have a license to use,
sell and distribute for commercial use all products developed under the
agreement. The license will be royalty free, except that Microcell will pay to
OZ.COM Canada 10% of its net revenues attributable to the sale or license of the
products during the three-year term after the commercial launch of the products.
OZ.COM Canada will pay to Microcell 10% of all of its net revenues attributable
to the sale or license of products developed under the agreement during the
three-year term commencing with the commercial launch of the products.

        OZ.COM Canada entered into three specific co-operation and development
agreements with Microcell during 2001 under which OZ.COM Canada provided
consulting, development, product implementation and training services and a
product license to Microcell and certain of its affiliates. OZ.COM has fully
performed each of these agreements and Microcell has accepted the results. Only
one of the specific co-operation and development agreements related to the
development and license of a new product. OZ.COM Canada has full ownership of
this product its related intellectual property rights. OZ.COM Canada has granted
Microcell a license to use, sell and distribute for commercial use the product.
The license is royalty free, except that Microcell must pay to OZ.COM Canada 10%
of its net revenues attributable to the sale or license of the products during
the three-year term after its commercial launch. If OZ.COM Canada commercializes
this product, OZ.COM Canada will pay to Microcell 10% of all of its net revenues
attributable to the sale or license of the product during the three-year term
commencing with its commercial launch.

        OZ.COM Canada also concluded a specific development and consulting
agreement with Microcell dated as of November 8, 2000, pursuant to which OZ.COM
Canada granted to Microcell a non-exclusive, non-transferable, non-revocable
license to use iPulse(TM) 1.5 on certain terms and conditions. Except for the
revenue sharing payments under the general co-operation and development
agreement with Microcell dated November 8, 2000 the license is royalty free.
Ericsson had granted to MCE Holding Corporation, a strategic alliance between
Ericsson Canada and Microcell, the right to grant a license to iPulse(TM) 1.5
and agreed to the assignment of this right to OZ.COM Canada.

        On November 1, 2000, Ericsson entered into an agency agreement with us
with respect to mPresence(TM) and our value-added services. Ericsson's
commission is based upon the net amount of payments (after deduction of taxes,
hosting expenses, third-party licensing costs, insurance and similar costs)
actually received by us under a licensing contract for mPresence(TM) concluded
through our



                                       11
<PAGE>

acceptance of orders procured by Ericsson. We will set the commission rate and
the method of calculation and payment with Ericsson from time to time. In the
absence of a contrary agreement, the rate will be 15% of the net amount of
payment. If Ericsson does not participate in the sale but introduces the
customer to us, Ericsson is entitled to a finder's fee equal to 5% of the net
amount of payment. The agency agreement has a two-year term and will be
automatically renewed for an indefinite period unless earlier terminated in
accordance with its provisions.

        We also entered into a value-added distribution license agreement with
Ericsson on November 1, 2000, which superseded the value-added reseller
agreement entered into with Ericsson in February 2000. The agreement gives us
unrestricted perpetual rights to offer iPulse(TM) as a hosted service to our
mPresence(TM) customers in exchange for certain license fees. Either party to
the agreement may terminate the agreement if the other party commits a material
breach of its obligations under the agreement or if any of the representations
of such other party are materially untrue, and such default is not cured within
thirty days of notice of such breach. Notwithstanding the termination of the
agreement, OZ will retain the right to provide hosting services based on the
then current version of iPulse(TM). After November 2003, and provided all
royalties due Ericsson under the agreement have been paid, Ericsson will no
longer be able to terminate the agreement.

        Our business strategy relies to a significant extent on the widespread
propagation of the iPulse(TM) application through our relationships with network
operators and Ericsson, one of the leading wireless telephone manufacturers.
iPulse(TM) is available to network operators directly from Ericsson although we
have entered into an agency agreement with Ericsson pursuant to which Ericsson
is obligated to pay a commission based upon the net amount of payments (after
deduction of taxes, insurance and other similar costs) actually received by
Ericsson under licensing contracts for iPulse(TM) concluded through Ericsson's
acceptance of orders that we procure. We will set the commission rate and the
method of calculation and payment with Ericsson from time to time. In the
absence of a contrary agreement, the rate will be 15% of the net amount of
payment. At the same time, we have the opportunity to offer our Internet-based
services to these customers. In the event that Ericsson licenses iPulse(TM) to
one of its customers, we are entitled under a specific co-operation and
development agreement dated February 1999 to a license fee equal to 15% of the
net amount of payments (after deduction of taxes, insurance and other similar
costs) actually received by Ericsson.

        We offer wireless network operators mPresence(TM), a growing suite of
mobile Internet applications. We expect to continue to incur significant
additional expenses in developing and commercializing the mPresence(TM) service,
including costs relating to operating our network cluster and network operating
center in North America, as well as sales and marketing and research and
development expenses. Although we have taken action to control these costs, we
expect to incur substantial costs and expenses in advance of generating revenues
from this service and cannot be certain that our business model for
mPresence(TM) will result in significant revenues or profitability.

        We provide client services to network operator customers directly and
indirectly through Ericsson. These customer services include consulting, system
integration, hosting and other value-added services. We expect in the future to
generate service revenues from hosting iPulse(TM) and mPresence(TM) applications
primarily on behalf of network operators, as well as from product installation,
maintenance and engineering support services.

        Consequently, we expect that our future revenues will be derived from
the following:

     o    Development work for Ericsson and Microcell;

     o    Commissions and referral fees paid by Ericsson with respect to sales
          and licenses of iPulse(TM);

     o    Licensing fees (i.e., revenue sharing payments) paid by Ericsson with
          respect to sales and licenses of iPulse(TM);

     o    Licensing fees and/or revenue sharing payments paid by customers with
          respect to sales and licenses of mPresence(TM) services and
          applications; and

     o    Fees from client services that we provide to our network operator
          customers.



                                       12
<PAGE>

        Our future success depends on our ability to increase revenues from the
sources identified above. If the market for client services via wireless
telephones fails to develop or develops more slowly than expected, then our
business would be materially and adversely affected. In addition, because there
are a relatively small number of network operators worldwide, any failure to
sell our products to network operator customers successfully could result in a
shortfall in revenues that could not be readily offset by other revenue sources.
Our success, in particular in international markets, depends in part on our
ability to increase sales of our products and services through value-added
resellers and to expand our indirect distribution channels.

        We expect sales in Canada and, to a lesser extent, Europe, to account
for a significant portion of our revenues in the foreseeable future. Risks
inherent in our international business activities include:

     o    failure by us and/or third parties to develop localized content and
          applications that are used with our products;

     o    costs of localizing our products for foreign markets;

     o    difficulties in staffing and managing foreign operations;

     o    longer accounts receivable collection time;

     o    political and economic instability;

     o    fluctuations in foreign currency exchange rates;

     o    reduced protection of intellectual property rights in some foreign
          countries;

     o    contractual provisions governed by foreign laws;

     o    export restrictions on encryption and other technologies;

     o    potentially adverse tax consequences; and

     o    the burden of complying with complex and changing regulatory
          requirements.

        Since early 2000, we have invested substantially in research and
development, marketing, domestic and international sales channels, professional
services and our general and administrative infrastructure. These investments
have significantly increased our operating expenses, contributing to net losses
in each fiscal quarter since our inception. We have recently taken action to
reduce these expenses by closing our Stockholm office, which will result in the
reduction of our sales efforts in Europe as well as the costs associated with
supporting the European sales force, and by adopting other cost saving measures.
As we are becoming more focused on performing existing contracts and supporting
Ericsson's iPulse(TM) sales effort, we anticipate that our operating expenses
will decrease. However, our limited operating history makes it difficult to
forecast future operating results. Although we believe that our revenues will
grow in the next several quarters, our revenues may not increase at a rate
sufficient to achieve and maintain profitability, if at all. Even if we were to
achieve profitability in any period, we may not sustain or increase
profitability on a quarterly or annual basis.

RESULTS OF OPERATIONS

Development Services Revenues

        Development services revenues decreased from $1.8 million for the three
months ended September 30, 2000 to $1.2 million for the three months ended
September 30, 2001 but increased from $5.0 million for the nine months ended
September 30, 2000 to $5.5 million for the nine months ended September 30, 2001.
The increase in development services revenues for the nine months was
attributable primarily to a temporary acceleration of iPulse(TM) development
work in response to customer demand in early 2001.

Client Services Revenues

        Client services revenues increased from $0.10 million for the three
months ended September 30, 2000 to $0.14 million for the three months ended
September 30, 2001 and from $0.10 million for the nine months ended September
30, 2000 to $0.20 million for the nine months ended September 30, 2001. The
quarter ended September 30, 2000 was the first period in which we recognized
client services revenue. We believe client services revenues will increase over
time, assuming more customers purchase iPulse(TM) licenses and prepare to
commercialize their own version of the product.



                                       13
<PAGE>

Licensing Revenues

        Licensing revenues were a constant $0.06 million for the three months
ended September 30, 2000 and 2001 and $0.18 million for the nine months ended
September 30, 2000 and 2001. These revenues were related to the license of our
core technology to Ericsson in 1999. We began recognizing these revenues upon
delivery and acceptance by Ericsson of the software license and we are
amortizing the initial payments over the remaining life of the general
co-operation and development agreement under which it was granted. As described
above, we are entitled under our arrangements with Ericsson to receive revenue
sharing fees from Ericsson's license or sale of iPulse(TM) to network operators.
We also expect to receive revenues from licensing our mPresence(TM) suite of
applications to network operators and Internet businesses. We expect our
mPresence(TM) licensing revenues to be based on a revenue-sharing model whenever
possible. When revenue sharing is not possible or, in our opinion, advisable, we
will consider alternative pricing models, including upfront or incremental
royalties per application per unit of time. We cannot be certain, however, that
revenues will be generated from mPresence(TM) licensing.

Cost of Revenues

Cost of revenues consists of compensation and independent consultant costs for
personnel engaged in our developing services operations as well as our
consulting services operations, hosting center and network operating center in
North America, and related overhead. Cost of revenue increased from $1.1 million
for the three months ended September 30, 2000 to $1.5 million for the three
months ended September 30, 2001, and from $3.4 million for the nine months ended
September 30, 2000 to $5.0 million for the nine months ended September 30, 2001.
As a percentage of revenues, cost of revenues for the three months ended
September 30, 2000 and 2001 was 55.2% and 110.0%, respectively. As a percentage
of revenues, cost of revenues for the nine months ended September 30, 2000 and
2001 was 63.8 % and 85.4% respectively. The increase in cost of revenues in the
three and nine months ended September 30, 2001 was caused by our commitment of
additional resources to iPulse(TM) development in order to meet the needs of a
network operator customer that is preparing to launch iPulse(TM).

Sales and Marketing Expenses

        Sales and marketing expenses consist primarily of compensation and
related costs for sales and marketing personnel, sales commissions, marketing
programs, public relations, promotional materials, travel expenses and trade
show exhibit expenses. Sales and marketing expenses decreased 56.7% from $0.9
million, or 47.6% of revenues, for the three months ended September 30, 2000, to
$0.4 million, or 29.7% of revenues, for the three months ended September 30,
2001. Sales and marketing expenses decreased 27.9% from $3.0 million, or 56.2%
of revenues, for the nine months ended September 30, 2000, to $2.1 million, or
36.7% of revenues, for the nine months ended September 30, 2001. These decreases
resulted from the reduction of our sales force and sales activities in Europe
and our focus on sales and marketing efforts on selling iPulse(TM) jointly with
Ericsson, primarily in North America.

General and Administrative Expenses

        General and administrative expenses consist primarily of salaries and
related expenses, accounting, legal and administrative expenses, professional
service fees, stock-based compensation, depreciation and amortization and other
general corporate expenses. General and administrative expenses increased 5.4%
from $2.9 million or 148.6% of revenues, for the three months ended September
30, 2000, to $3.1 million, or 225.2% of revenues, for the three months ended
September 30, 2001. General and administrative expenses increased 58.3% from
$6.0 million or 112.4% of revenues, for the nine months ended September 30,
2000, to $9.4 million, or 161.4% of revenues, for the nine months ended
September 30, 2001. These increases were due primarily to the increased
amortization of stock-based compensation, amortization of intangible assets
associated with the acquisition of MCE Holding Corporation in November 2000 and
legal expenses in the legal proceedings initiated by Mr. Garry Hare. In early
2001 we began a focused effort to reduce our general and administrative expenses
by reducing the number of executive and administrative personnel and placing
greater controls on all of our manageable expenses. As a result, we have reduced
our general and administrative expenses (not including



                                       14
<PAGE>

amortization of stock based compensation and goodwill) by 23.5% from $2.4
million or 124% of revenues, for the three months ended September 30, 2000, to
$1.9 million, or 137% of revenues, for the three months ended September 30,
2001. Our plan is to commit to additional expenses only if and when required in
response to the growth of our business or by factors beyond our control.

Research and Development Expenses

        Research and development expenses consist primarily of compensation and
related costs for research and development personnel. Research and development
expenses decreased 41.4% from $0.8 million, or 42.5% of revenues, for the three
months ended September 30, 2000, to $0.5 million, or 35.8% of revenues, for the
three months ended September 30, 2001. Research and development expenses
increased 18.9% from $1.6 million, or 30.4% of revenues, for the nine months
ended September 30, 2000, to $1.9 million, or 32.8% of revenues, for the nine
months ended September 30, 2001. We expect to continue to make substantial
investments in research and development and anticipate that research expenses
will increase in absolute dollars, although we will try to control these
expenses by performing development work only in response to specific customer
demand.

Interest Income (Expense), Net

        Interest income, net decreased from a net gain of $0.08 million for the
three months ended September 30, 2000 to a net expense of $0.02 million for the
three months ended September 30, 2001. Interest income, net decreased from $0.25
million for the nine months ended September 30, 2000 to a net expense of $0.03
million for the nine months ended September 30, 2001. The decrease is due to the
lower cash balances held by us in the three and nine months ended September 30,
2001.

Other Income (Expense), Net

        Other income (expense), net changed from a net loss of $0.76 million for
the three months ended September 30, 2000 to a net loss of $0.09 million for the
three months ended September 30, 2001. Other income (expense), net changed from
a net loss of $1.36 million for the nine months ended September 30, 2000 to a
net loss of $0.29 million for the nine months ended September 30, 2001. The
change is primarily the result of changes in the currency exchange rates of the
U.S. dollar relative to the Icelandic krona.

Income Taxes

        At December 31, 1999 and 2000, we had deferred income tax assets of $4.7
million and $9.7 million respectively. Due to the uncertain nature of the
ultimate realization, we have recorded a valuation allowance against deferred
income tax assets. At December 31, 2000 we had net operating loss carryforwards
of approximately $23.9 million, $11.9 million and $4.0 million for federal,
state and foreign income tax purposes, respectively. These carryforwards will
expire from year 2001 through 2020.

Liquidity and Capital Resources

        Our primary liquidity needs are for working capital and capital
expenditures, and, to a lesser extent, debt service. Our primary sources of
liquidity are cash flows from operations and issuances of stock.

        Net cash used in operating activities was $2.0 million for the nine
months ended September 30, 2001. The net cash used by operating activities for
the nine months ended September 30, 2001 was attributable primarily to the net
loss of $13.0 million, which was offset primarily by amortization and
depreciation of $4.7 million, a decrease of accounts receivable of $1.7 million,
an increase in accounts payable of $0.5 million and an increase in deferred
revenue of $4.1 million.

        Net cash used in investing activities was $1.1 million for the nine
months ended September 30, 2001, primarily reflecting net purchases of property
and equipment, to a large extent related to the set-up of hosting equipment and
our network operating center and further establishment of our Montreal
operations.



                                       15
<PAGE>

        Net cash provided by financing activities was $0.6 million for the nine
months ended September 30, 2001, primarily reflecting the issuance of
convertible promissory notes in SmartVR, Inc., our on-line learning subsidiary.
The funds are being used entirely to finance the operations of the subsidiary
and the promissory notes are convertible into shares of stock of SmartVR, Inc.

        As of September 30, 2001, our principal commitments consisted of
obligations outstanding under operating leases and capitalized lease obligations
and the convertible promissory notes issued by our SmartVR, Inc. subsidiary,
which are not guaranteed by the parent company, OZ.COM. Although we have no
material commitments for capital expenditures, we expect to increase capital
expenditures and lease commitments consistent with our anticipated growth in
operations, infrastructure and personnel. We also may increase our capital
expenditures as we expand into additional international markets.

        The Share Exchange Agreement entered into with Microcell in November
2000 in connection with the Acquisition ("Share Exchange Agreement") grants
Microcell the right ("Put Right"), during the period from February 15, 2002
until April 15, 2002, to require us to repurchase the 11,405,860 shares
delivered to Microcell in connection with the Acquisition at the price of
$4,500,000, if prior to February 15, 2002 OZ.COM fails to complete a firmly
underwritten public offering pursuant to a registration statement under the
Securities Act of 1933, as amended ("Securities Act"), or a public offering in
which OZ.COM's shares are listed or designated for trading on any "designated
offshore securities market" as such term is defined in Regulation S under the
Securities Act, which offering, in either case, results in a market
capitalization of not less than $225 million. Management presently believes that
it is extremely unlikely that we will complete a public offering meeting the
requirements set forth in the Share Exchange Agreement. Management has discussed
with Microcell the possibility of renegotiating the provisions of the Put Right
but no agreement has yet been reached. If we cannot renegotiate the provisions
of the Put Right and Microcell does exercise such right, or if Microcell
exercises its rights under a renegotiated version of the Put Right, management
believes that we will likely have insufficient cash resources to repurchase the
shares. If sufficient cash resources are available and the repurchase may be
lawfully effected, management believes that the repurchase of the shares is
likely to materially and adversely affect our cash flows, financial conditions
and operating results.

        We are limiting discretionary expenses in all categories and plan to
halt our growth, except for some expansion in our Montreal office, which may be
offset from some attrition in other offices. We believe that our current cash,
cash equivalents and short-term investments, will be sufficient to meet our
anticipated cash needs for working capital and capital expenditures for at least
the next three months. While we have significantly reduced our cost structure,
negotiated better payment terms from our customers and focused substantially all
of our sales efforts on opportunities that will generate additional cash in the
short-term, we are not confident that cash generated from operations will be
sufficient to satisfy our liquidity requirements, and we may seek to sell
additional equity or debt securities. If additional funds are raised through the
issuance of debt or preferred stock securities, these securities could have
rights, preferences and privileges senior to holders of common stock, and the
terms of any debt could impose restrictions on our operations. The sale of
additional equity or convertible debt securities could result in additional
dilution to our shareholders, and additional financing may not be available in
amounts or on terms acceptable to us, if at all. We cannot be sure that any such
financing will be obtained or, if obtained, will be adequate to meet our needs.
If we are unable to obtain this additional financing, we may be required to
discontinue or reduce the scope of our planned product development and marketing
efforts, which could harm our business, financial condition and operating
results.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        On August 9, 2000, Garry Hare filed a complaint against us in the
Superior Court for the City and County of San Francisco, California. Mr. Hare is
a former director and officer whose employment was terminated in December 1998.
We subsequently entered into a termination agreement with Mr. Hare. The amended
complaint alleged fraud and breach of the employment and termination agreements.
The amended complaint sought compensatory damages according to proof, punitive
damages according to proof, specific performance of the stock bonus portion of
the termination agreement or employment agreement, a declaration that the
termination agreement was void, and attorneys' fees and costs. We entered into a
confidential settlement agreement with Mr. Hare during the three-month period
ended September 30, 2001 under the terms of which both parties dismissed their
respective claims against the other. Mr. Hare is not required under the
settlement agreement to reimburse us for our costs of defense, the repayment of
which is expected to place material limits on our cash reserves.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS - NOT APPLICABLE.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NOT APPLICABLE.

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

        An annual meeting of our shareholders was held on August 21, 2001 at
which the following two matters were voted upon:

1.      Election of the following directors of the Company

<TABLE>
<CAPTION>
Nominees                     For        Against    Abstentions   Broker Nonvotes
-------------------------------------------------------------------------------
<S>                       <C>           <C>        <C>           <C>
Lars Boman                93,443,684
Gudjon Mar Gudjonsson     92,943,684                 500,000
Stig-Arne Larsson         93,443,684
Skuli Mogensen            92,943,684                 500,000
Andre Tremblay            93,443,684
</TABLE>


2.      Ratification of appointment of Deloitte & Touche hf. as the Company's
independent auditors for the fiscal year ending December 31, 2001.

<TABLE>
<CAPTION>
For                   Against               Abstentions          Broker Nonvotes
-------------------------------------------------------------------------------
<S>                   <C>                   <C>                  <C>
93,443,684
</TABLE>



                                       16
<PAGE>

ITEM 5. OTHER INFORMATION - NOT APPLICABLE.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .

a)      Exhibits

<TABLE>
<CAPTION>
Exhibit
Number                       Description
------                       -----------
<S>            <C>

*10.1          Specific Co-Operation and Development Agreement No. 3 between
               Registrant and Microcell Labs Inc. dated as of September 27,
               2001.

*10.2          Specific Co-Operation and Development Agreement No. 4 between
               Registrant and Microcell Labs Inc. dated as of September 27,
               2001.
</TABLE>

------------
*    Certain portions of this exhibit have been omitted and filed separately
     with the Securities and Exchange Commission under an application for
     confidential treatment.

b)      Reports on Form 8-K - No reports were filed during the quarter ended
        September 30, 2001.


                                    SIGNATURE

        In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         OZ.COM
                                         a California corporation

                                         By: /s/ JON L. ARNASON
                                            ------------------------------
                                            Jon L. Arnason
                                            Vice President, Finance
                                            (Principal Financial and Accounting
                                            Officer)

Date:  November 14, 2001


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                       DESCRIPTION
------                       -----------
<S>            <C>
*10.1          Specific Co-Operation and Development Agreement No. 3 between
               Registrant and Microcell Labs Inc. dated as of September 27,
               2001.

*10.2          Specific Co-Operation and Development Agreement No. 4 between
               Registrant and Microcell Labs Inc. dated as of September 27,
               2001.
</TABLE>

------------
*    Certain portions of this exhibit have been omitted and filed separately
     with the Securities and Exchange Commission under an application for
     confidential treatment.



                                       17