<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                    FORM 10-Q



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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                       OR

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


                       COMMISSION FILE NUMBER 000-26793


                           BIGSTAR ENTERTAINMENT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
<S>                                                     <C>
                 DELAWARE                                     13-399-5258
(STATE OR OTHER JURISDICTION OF INCORPORATION                (IRS EMPLOYER
             OR ORGANIZATION)                            IDENTIFICATION NUMBER)
</TABLE>


             19 FULTON STREET - 5TH FLOOR - NEW YORK, NEW YORK 10038
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (212) 981-6300
              (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 such
filing requirements for the past 90 days. Yes [ ]. No [X].


     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, $.001 par value, as of the latest practicable date:

            8,532,312 shares of common stock as of September 13, 1999
<PAGE>   2
                           BIGSTAR ENTERTAINMENT, INC.

                                    FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 1999


                                      INDEX


                                     PART I.
                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                     PAGE NO.
                                                                                     --------
<S>                                                                                  <C>
ITEM 1.  FINANCIAL STATEMENTS

Balance Sheets at June 30, 1999 (unaudited) and December 31, 1998 .................        1

Statements of Operations for the three months ended June 30, 1998 (unaudited)
and the period March 2, 1998 (inception) to June 30, 1998 (unaudited) and the
three and six months ended June 30, 1999 (unaudited) ..............................        2

Statements of Cash Flows for the three months ended June 30, 1998 (unaudited)
and the period March 2, 1998 (inception) to June 30, 1998 (unaudited) and the
three and six months ended June 30, 1999 (unaudited) ..............................        3

Notes to Condensed Financial Statements ...........................................        4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS .....................................................................        8

</TABLE>


                                    PART II.
                                OTHER INFORMATION
<TABLE>
<CAPTION>
<S>                                                                                      <C>
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS ................................       20

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ......................       20

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K .........................................       21

SIGNATURES ........................................................................       22
</TABLE>
<PAGE>   3

                                     PART I.
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                              BIGSTAR ENTERTAINMENT
                        BALANCE SHEETS AT JUNE 30, 1999
                              AND DECEMBER 31, 1998

<TABLE>
<CAPTION>


                                                                                  JUNE 30,           DECEMBER 31,
                                                                                    1999                 1998
                                                                               ------------          ------------
                                                                                (unaudited)
<S>                                                                            <C>                   <C>
ASSETS:
Cash and cash equivalents                                                      $  4,594,382          $    363,124
Cash held in escrow                                                                      --               453,000
Accounts receivable, net of allowance                                               296,090                61,121
Prepaids and other current assets                                                   243,708                 8,711
                                                                               ------------          ------------
        Total current assets                                                      5,134,180               885,956
                                                                               ------------          ------------
Property and equipment, net                                                         910,835               452,134
Deferred registration costs                                                         858,618                    --
Other assets                                                                         27,111                    --
                                                                               ------------          ------------
        Total assets                                                           $  6,930,744          $  1,338,090
                                                                               ============          ============
LIABILITIES:
Accounts payable                                                               $  1,344,724          $    380,540
Accrued expenses                                                                  2,170,824             1,197,776
Accrued payroll costs                                                                90,000               243,240
Current portion of capital lease obligation                                             829                 2,226
                                                                               ------------          ------------
        Total current liabilities                                                 3,606,377             1,823,782
                                                                               ------------          ------------

Long term portion of capital lease obligation                                         7,209                 8,805

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock                                                                          --                    --
Common stock                                                                          6,041                 3,022
Additional paid-in capital                                                       14,892,105             2,361,716
Subscribed stock                                                                         --               453,000
Deferred compensation                                                              (545,558)              (64,414)
Accumulated Deficit                                                             (11,035,430)           (3,247,821)
                                                                               ------------          ------------
        Total stockholders' equity (deficit)                                      3,317,158              (494,497)
                                                                               ------------          ------------

                                                                               ------------          ------------
        Total liabilities and stockholders' equity (deficit)                   $  6,930,744          $  1,338,090
                                                                               ============          ============
</TABLE>


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



                                       1
<PAGE>   4
                           BIGSTAR ENTERTAINMENT, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             MARCH 2, 1998
                                                           SIX MONTHS         (INCEPTION)         THREE MONTHS         THREE MONTHS
                                                         ENDED JUNE 30,       TO JUNE 30,         ENDED JUNE 30,      ENDED JUNE 30,
                                                             1999                 1998                 1999                 1998
                                                         -----------          -----------          -----------          -----------
<S>                                                      <C>                 <C>                  <C>                  <C>
NET SALES                                                $ 4,455,326          $    14,925          $ 3,001,546          $    14,925
COST OF SALES                                              3,810,469                8,963            2,556,630                8,963
                                                         -----------          -----------          -----------          -----------
        Gross profit                                         644,856                5,962              444,915                5,962
OPERATING EXPENSES
        Sales and marketing                                5,091,867               40,086            3,366,235               40,086
        General and administrative                         1,542,757              114,294              867,555              101,013
        Web site and software development                  1,868,320              127,200            1,085,922              111,998
                                                         -----------          -----------          -----------          -----------
              Total operating expenses                     8,502,944              281,580            5,319,712              253,097

                                                         -----------          -----------          -----------          -----------
              Loss from operations                        (7,858,087)            (275,618)          (4,874,796)            (247,135)
INTEREST INCOME, net                                          70,478                   --               52,954                   --
                                                         -----------          -----------          -----------          -----------
        Net Loss                                         $(7,787,609)         $  (275,618)         $(4,821,842)         $  (247,135)
                                                         ===========          ===========          ===========          ===========


PER SHARE INFORMATION:

        Net loss per share -
              Basic and diluted                          $     (1.60)         $     (0.12)         $     (0.82)         $     (0.10)
                                                         ===========          ===========          ===========          ===========
        Weighted average common shares
            outstanding -
              Basic and diluted                            4,862,962            2,290,224            5,851,330            2,360,463
                                                         ===========          ===========          ===========          ===========
</TABLE>



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



                                       2
<PAGE>   5
                           BIGSTAR ENTERTAINMENT, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             MARCH 2, 1998
                                                            SIX MONTHS         (INCEPTION)         THREE MONTHS       THREE MONTHS
                                                           ENDED JUNE 30,      TO JUNE 30,         ENDED JUNE 30,     ENDED JUNE 30,
                                                               1999                1998                1999                1998
                                                           ------------        ------------        ------------        ------------
<S>                                                        <C>                 <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net Loss                                           $ (7,787,609)       $   (275,618)       $ (4,821,842)       $   (247,135)
        Adjustments to reconcile net loss to net
        cash used in
           operating
        activities -
        Depreciation and amortization                           118,732               4,000              71,248               4,000
        Allowance for doubtful accounts                          14,345                  --               6,199                  --
        Non-cash common stock option
          and warrant expenses                                  114,278              45,000              85,733              45,000
       Changes in assets and
        liabilities -
              Cash in                                           453,000                  --                  --                  --
              Escrow
              Accounts receivable                              (249,314)            (12,288)             52,934             (12,288)
              Prepaids and other current assets                (234,997)                 --             (74,068)             20,500
              Other non current assets                          (27,111)               (570)            (15,778)               (570)
              Accounts payable and accrued expenses           1,783,992              79,843           1,068,058              49,151
                                                           ------------        ------------        ------------        ------------
              Net cash used in operating activities          (5,814,684)           (159,633)         (3,627,516)           (141,342)
                                                           ------------        ------------        ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Capital expenditures                                   (577,433)            (66,551)           (263,132)            (53,018)
                                                           ------------        ------------        ------------        ------------
              Net cash used in investing activities            (577,433)            (66,551)           (263,132)            (53,018)
                                                           ------------        ------------        ------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from issuance of common stock               11,937,986             585,107           6,506,914             281,548
        Proceeds from subscribed stock                         (453,000)                 --                  --                  --
        Repayment of capital lease obligations                   (2,993)               (290)             (2,239)               (290)
        Deferred Registration Costs                            (858,618)                 --            (828,618)                 --
                                                           ------------        ------------        ------------        ------------
              Net cash provided by financing activities      10,623,375             584,817           5,676,057             281,258
                                                           ------------        ------------        ------------        ------------
              Net increase in cash                            4,231,258             358,633           1,785,409              86,898
                                                           ------------        ------------        ------------        ------------

CASH, beginning of period                                       363,124                  --           2,808,973             271,735
                                                           ------------        ------------        ------------        ------------
CASH, end of period                                        $  4,594,382        $    358,633        $  4,594,382        $    358,633
                                                           ============        ============        ============        ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
        Cash paid during the period for interest           $        151        $        250        $        151        $        250
SUPPLEMENTAL DISCLOSURE OF NON-CASH
  INVESTING ACTIVITIES:
        Capital lease obligations incurred                 $         --        $     12,000         $        --        $     12,000
</TABLE>


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





                                       3
<PAGE>   6

                           BIGSTAR ENTERTAINMENT, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Overview

         BigStar Entertainment, Inc. is an online filmed entertainment
superstore that sells videos, digital video discs, or DVDs, and laserdiscs. The
Company has four web sites that target purchasers of filmed entertainment
products. The Company's main web site, BigStar.com, offers approximately 34,000
filmed entertainment products, including feature films and educational, health
and fitness and instructional videos. The Company's other websites are
abcBigStar.com, which targets the children's filmed entertainment market,
BigStarDVD.com, which focuses on DVD enthusiasts, and Astrophile.com, a
content-only web site designed to attract customers to the Company's product web
sites.

         The Company operates in the online retail industry, which is new,
rapidly evolving and intensely competitive. The Company competes primarily with
traditional retail outlets and other entities that maintain similar commercial
web sites.

     Basis of Presentation

         The financial statements as of June 30,1999, for the three months ended
June 30, 1998 and the period March 2, 1998 (inception) to June 30, 1998 and the
three and six months ended June 30, 1999 are unaudited and have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). The unaudited financial statements have been prepared on the
same basis as the audited financial statements and, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary to state fairly the financial information included, in
accordance with generally accepted accounting principles. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such SEC rules and regulations. The results of operations for the
interim period ended June 30, 1999 are not necessarily indicative of the results
which may be reported for any other interim period or for the year ending
December 31, 1999.



                                       4
<PAGE>   7

     Use of Estimates

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

     Revenue Recognition

         Revenue consists of sales of filmed entertainment in popular formats,
primarily videos, and DVDs, over the Company's web sites and online advertising
revenues. The Company recognizes revenue from its web sites when the products
are shipped to customers and advertisements are served. Outbound shipping and
handling charges are also included in net sales. Revenue from gift certificates
is recognized upon product shipment following redemption. Provision is made for
the estimated effect of sales returns where right-of-return privileges exist.
Returns of product from customers are accepted in accordance with standard
industry practice. The Company provides an allowance for sales returns based on
historical returns experience.

     Cost of sales

         Cost of sales includes the cost of the filmed entertainment, as well as
shipping and handling costs.

     Dependence on Supplier

         The Company's primary provider of filmed entertainment and related
order fulfillment services is Baker & Taylor, Inc. ("B&T") from whom the Company
obtained substantially all of its inventory in 1998 and the first six months of
1999. Although the Company has agreements with several order fulfillment
providers, it has no fulfillment operation or warehouse facility of its own and,
accordingly, is dependent on maintaining its existing fulfillment relationships.
There can be no assurance that the Company will maintain its relationship with
B&T beyond the term of its existing strategic marketing agreement. Further,
should the Company's relationship with B&T terminate unexpectedly, or should its
relationships terminate with other providers of filmed entertainment products
and related fulfillment services, it may not be able to find an alternative,
comparable vendor capable of providing fulfillment services on satisfactory
terms to the Company and, therefore, there may be an adverse effect on the
Company's results of operations.

         In May 1999, the Company entered into a new Strategic Marketing
Agreement ("Supplier Agreement") with B&T. The Supplier Agreement expires in
December 2000, but has an automatic renewal option for 24 months unless
cancelled in writing by either party with ninety days notice prior to the end of
the preceeding term. In addition, the Company issued warrants to purchase 29,100
shares of the Company's common stock at a price of $8.25 per share, exerciseable
at any time over the next three years. The fair value of these warrants will be
amortized over the life of the supplier agreement.



                                       5
<PAGE>   8
     Net Loss Per Share

         The Company accounts for net loss per share in accordance with the
provisions of SFAS No. 128, "Earnings Per Share". In accordance with SFAS No.
128, basic earnings per share is computed using the weighted average number or
common and dilutive common equivalent shares outstanding during the period.
Common equivalent shares, consist of the incremental common shares issuable upon
the exercise of stock options, and warrants (using the Treasury Stock Method);
common equivalent shares are excluded from the calculation if their effect is
anti-dilutive. Diluted loss per share for the three months ended June 30, 1998,
and the period from March 2, 1998 (inception) to June 30, 1998 and for the three
and six month periods ended June 30, 1999 does not include the impact of
649,609 and 2,377,462 common stock options and warrants then outstanding,
respectively, as the effect of their inclusion would be anti-dilutive.

     Comprehensive Income

         During 1998, the Company adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income", which establishes standards for reporting and
displaying comprehensive income and its components in a full set of general
purpose financial statements. The adoption of this standard has had no impact on
the Company's financial statements. Accordingly, the Company's comprehensive net
loss is equal to its net loss for the three months ended June 30, 1998
(unaudited) and the period March 2, 1998 (inception) to June 30, 1998
(unaudited) and the three and six months ended June 30, 1999 (unaudited).

NOTE 2 - STOCKHOLDER'S EQUITY

     Issuance of Capital Stock

         During April 1999, the company sold 802,758 shares of common stock to
Storie Partners, of which one of the Company's directors is the managing
director, at a price of $3.73 per share for proceeds of $2,845,239, net of
issuance costs of $150,000. The Company also issued a warrant to
purchase 116,400 shares of the Company's common stock at $5.15 per share,
exercisable at any time prior to April 1, 2003. As such, the Company determined
the fair market value of the warrants to be immaterial under the Black-Scholes
Option Pricing Model as the warrants were issued at an exercise price that was
above the then fair market value of the Company's common stock. In connection
with the sale of the common stock, warrants to purchase 69,840 shares of the
Company's common stock at $6.45 per share were distributed to the placement
agent, First Security Van Kasper. The Company allocated the net proceeds from
the sale of the common stock to the common stock and to the warrants. The
Company determined the fair value of the warrants issued under the Black-Scholes
Option Pricing Model to be approximately $24,322, based upon an expected life of
2 years, a risk free interest rate of 5.00%, expected volatility of 0% and a
dividend yield of 0%.

         On August 2, 1999, the Company cancelled warrants to purchase 61,300
and 69,840 shares of the Company's common stock issued to First Security Van
Kasper on February 18, 1999 and April 20, 1999, respectively, and a warrant to
purchase 48,500 shares of the Company's common stock issued to a director of the
Company, who is also a Managing Directory of First Security Van Kasper, on
January 1, 1999. In connection with its initial public offering, the Company
agreed to issue new warrants to First Security Van Kasper and the Managing
Director, to purchase 160,000 and 80,000 shares of common stock, respectively,
exercisable at a price of $10 per share, fully vested and exercisable beginning
on the date of grant until August 2, 2004. The Company determined the fair
value of the warrants issued under the Black-Scholes Option Pricing Model to be
approximately $525,000, based upon an expected life of 5 years, risk free
interest rate of 5.00%, expected volatility of 0% and a dividend yield of 0%.
The Company allocated the net proceeds from the initial public offering to the
common stock issued in the offering and to the new warrants.

         In addition, during April 1999, the Company sold an additional 592,018
shares of common stock at a price of $6.19 per share for total proceeds of
$3,662,000.

         Included in the offering expenses for the equity financings in February
and April 1999 is





                                       6
<PAGE>   9


$310,360 in fees paid to First Security Van Kasper. These fees have been
recorded as an offset to the equity proceeds.

         On April 20, 1999, the Company issued a warrant to a director of the
Company to purchase 24,250 shares of common stock at a price per share of $4.12,
exercisable at any time prior to April 20, 2003. The Company determined the fair
value of the warrant issued under the Black-Scholes Option Pricing Model to be
immaterial based upon an expected life of 2 years, risk free interest rate of
5.00%, expected volatility of 0%, dividend yield of 0%, and a fair market of the
Company's common stock of $3.73.

     Issuance of Stock Options

         The Company issued 270,873 options to purchase common stock to
employees from April 1, 1999 through June 30, 1999. The options were granted at
exercise prices ranging from $3.73 to $8.50 per share and vest over four-year
periods. Of these options, 98,445 options were granted with exercise prices,
which were lower than the fair market value of the Company's common stock. As
such, the Company will record $390,846 of non-cash compensation expense over
the vesting periods, which represents the difference between the exercise price
and the fair market value of the underlying common stock.

         From April 1, 1999 to June 30, 1999, the Company granted 22,993
options to purchase common stock to consultants for marketing and technical
consulting services at an exercise price of $6.19 per share. The options vest
over a one year period. The Company determined the fair value of the options
issued under the Black-Scholes Option Pricing Model to be approximately
$29,198, based upon an expected life of 2 years, a risk free interest rate of
5.00%, expected volatility of 0% and a dividend yield of 0%. As such, the
Company recorded a charge of $29,198 to consulting expense.

         In June 1999, the Company granted to each of two directors, stock
options to purchase 12,125 shares of common stock at $10 per share. The options
vest over a four-year period.

     Employee Stock Purchase Plan

     Effective August 2, 1999, the BigStar Entertainment, Inc. Employee Stock
Purchase Plan became effective. The plan is designed to allow eligible
employees of BigStar to purchase shares of common stock, at semi-annual
intervals, through periodic payroll deductions. Employees who own 5% or more of
the Company's common stock are not eligible to participate. Eligible employees
may contribute from 1% to 15% of their gross earnings during a purchase period
to purchase shares equal to 85% of the lower of the fair market value of the
common stock on the first day of the offering period or the fair market value
on the purchase date. The Company has reserved 300,000 shares for issuance
under the Plan.

     Stock Split and Reverse Stock Split

     On May 3, 1999, the Company enacted a four-for-one stock split of its
common stock. On July 6, 1999, the Board of Directors approved a .485-for-one
reverse stock split of the Company's common stock effective August 2, 1999.
Accordingly, all share and per share information in the accompanying financial
statements has been retroactively restated to reflect the effects of the stock
split and the reverse split.

NOTE 3 - RECENT EVENTS

     Initial Public Offering

         On August 2, 1999, the Company effected its initial public offering of
common stock. A total of 2,500,000 shares were sold at a price of $10.00 per
share. The offering resulted in net proceeds to the Company of approximately
$22.25 million, net of an underwriting discount of $1.75 million and estimated
offering expenses of $1.0 million.





                                       7
<PAGE>   10

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

         The following discussion should be read in conjunction with BigStar's
financial statements and the related notes to those statements and the other
financial information appearing elsewhere in this Form 10-Q. Readers are also
urged to carefully review and consider the various disclosures made by us which
attempt to advise interested parties of the factors which affect our business,
including without limitation the disclosures made under the captions
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors" and the audited financial statements and related
footnotes included herein and in the Company's Registration Statement on Form
S-1 dated August 2, 1999.

         Given our short operating history and our limited operations during
1998, we believe that comparisons between the quarter and six-month periods
ended June 30, 1999 and the quarter ended June 30, 1998 and the period from
March 2, 1998 (inception) to June 30, 1998 would not be meaningful; therefore,
these comparisons are not discussed below.

OVERVIEW

         BigStar was incorporated in March 1998. We began offering products for
sale on our main web site, BigStar.com in May 1998. Until that time, our
operating activities related primarily to the development of the BigStar.com web
site.
         Since our inception, we have incurred significant operating losses.
These losses primarily result from development costs associated with building
our web sites and order processing systems, and marketing, advertising and
promotion expenses. As of June 30, 1999, we had an accumulated deficit of
approximately $11 million. As we expand our business, we believe that our
operating expenses will increase significantly primarily due to increased
marketing, advertising and promotional expenses, strategic partnerships,
software development and additional depreciation related to capital
expenditures. As a result, we expect to incur operating and net losses and
negative cash flow from operations for the next several years.

RESULTS OF OPERATIONS

         The three and six months ended June 30, 1999.

                                       8
<PAGE>   11

         NET SALES. Net sales were $3,001,546 for the quarter ended June 30,
1999 compared to $14,925 for the quarter ended June 30, 1998. For the six months
ended June 30, 1999, revenues rose to $4,455,326, compared to revenues of
$14,925 for the period March 2, 1998 (date of inception) to June 30, 1998. Net
sales reflect sales of filmed entertainment products, net of returns, and
include shipping and handling charges, as well as advertising revenues beginning
in the second quarter of 1999. The Company recognized $283,612 in barter
advertising revenues for the quarter and six-month periods ended June 30, 1999.
The Company did not have advertising revenues in previous quarters. Sales are
recognized upon the shipment of filmed entertainment products and the serving of
advertisements. Sales for the quarter and the period March 2, 1998 (date of
inception) to June 30, 1998 include filmed entertainment products in the
videocassette format, whereas sales for the quarter and six-month periods ended
June 30, 1999 consisted of both the videocassette and DVD formats. Growth in
sales of filmed entertainment products reflects a significant increase in units
sold attributable to the growth of the Company's customer base as well as repeat
purchases from existing customers of both videocassettes and DVDs.


         COST OF SALES. Cost of sales were $ 2,556,630 for the quarter ended
June 30, 1999 compared to $8,963 for the quarter ended June 30, 1998. Gross
profit for the quarter ended June 30, 1999 was $444,915 resulting in a gross
margin of 14.8%. Cost of sales for the six months ended June 30, 1999 was
$3,810,469 compared to $8,963 for the period March 2, 1998 (date of inception)
to June 30, 1998. Gross profit for the six months ended June 30, 1999 was
$644,856 resulting in a gross margin of 14.5%. Cost of sales includes the cost
of merchandise sold and shipping and handling charges.





                                       9
<PAGE>   12


         The increase in the gross profit for the quarter ended June 30, 1999
over previous periods reflects advertising revenues and the higher percentage
of videos sold at smaller discounts to their suggested retail price offset by
the lower gross margins on DVDs which are typically sold at deeper discounts to
their suggested retail price. BigStar's primary provider of filmed
entertainment and related order fulfillment services is Baker & Taylor from
whom BigStar obtained substantially all of its filmed entertainment products in
1998 and the first six months of 1999.

         SALES AND MARKETING EXPENSES. Sales and marketing expenses were
$3,366,235 for the quarter ended June 30, 1999 compared to $40,086 for the
quarter ended June 30, 1998. For the six months ended June 30, 1999, sales and
marketing expenses were $5,091,867, compared to $40,086 for the period March 2,
1998 (date of inception) to June 30, 1998. Sales and marketing expenses consist
primarily of the costs of advertising, promotion and marketing programs, as
well as personnel costs. Advertising expenses were $1,864,200 for the quarter
ended June 30, 1999. For the six months ended June 30, 1999, advertising
expenses were $2,846,781. The increase in advertising expenses for the 1999
periods reflects additional advertising purchases, including off-line media.
Promotion expenses include the costs of promotional filmed entertainment
products that are made available to customers who agree to receive notification
of future promotions. The cost of promotional filmed entertainment products are
based upon the price charged to BigStar by its supplier, and are expensed upon
the shipment of the related filmed entertainment products to the customer.
Shipping charges on promotional filmed entertainment products are included in
cost of sales and the related customer billings are included in revenues. The
cost of promotional filmed entertainment products and coupons totaled
$1,253,202 and $1,713,255 for the quarter and six-month periods ended June 30,
1999 respectively. No promotional filmed entertainment products were made
available to customers for the quarter ended June 30, 1998 and the period from
March 2, 1998 (inception) to June 30, 1998.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and Administrative
expenses were $867,555 for the quarter ended June 30, 1999 compared to $101,013
for the quarter ended June 30, 1998. For the six months ended June 30, 1999,
general and administrative expenses were $1,542,757 compared to $114,294 for the
six months ended June 30, 1998. General and Administrative expenses include
payroll and related expenses for executive, accounting and administrative
personnel which were $419,286 and $52,500 for the quarters ended June 30, 1999
and 1998, respectively, and $633,286 and $52,500 for the six-month period ended
June 30, 1999 and the period from March 2, 1998 (inception) to June 30, 1998,
respectively. General and Administrative expenses also include professional fees
and customer service costs which were $91,248 and $30,979 for the quarters ended
June 30, 1999 and 1998, respectively, and $182,248 and $36,579 for the six month
period ended June 30, 1999 and the period from March 2, 1998 (inception) to June
30, 1998, respectively.

         WEB SITE AND SOFTWARE DEVELOPMENT EXPENSES. Web site and software
development expenses were $1,085,922 for the quarter ended June 30, 1999
compared to $111,998 for the quarter ended June 30, 1998. For the six months
ended June 30, 1999, web site and software development expenses were $1,868,320
compared to $127,200 for the period March 2, 1998 (date of inception) to June
30, 1998. Web site and administrative expenses consist primarily of personnel
costs and related expenses for the design, development and management of our web
sites which totaled $843,485 and $1,418,485 for the quarter and six-month
periods ended June 30, 1999, respectively. These expenses also include costs of
systems and telecommunications services, which totaled $140,814 and $257,814
for the quarter and six-month periods ended June 30, 1999, respectively. The





                                       10
<PAGE>   13

cost of content purchased and licensed from third parties totaled $86,754 and
$138,754 for the quarter and six-month periods ended June 30, 1999,
respectively. The increase primarily relates to additional personnel and
connectivity costs associated with increasing access to, and the performance
of, our web sites as well as additional content to improve the traffic to the
site.

         NET LOSS. BigSar's net loss was approximately $4,821,842 for the
quarter ended June 30, 1999 and $247,135 for the quarter ended June 30, 1998.
For the six months ended June 30, 1999, the net loss amounted to $7,787,609
compared to $275,618 for the period from March 2 1998 (inception) to June 30,
1998. Because of the uncertainty regarding our future profitability, the future
tax benefits of our losses have been fully reserved for and, therefore, no
benefit for the net operating loss has been recorded. Under Section 382 of the
Internal Revenue Code, this operating loss may be limited due to ownership
changes.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, we have funded our operating cash requirements
primarily through sales of our common stock. During the second quarter of 1999,
we sold an additional 1,394,776 shares of common stock for net proceeds of
$6,506,914. At June 30, 1999 our cash was $4,594,382. In August of 1999, we
completed our initial public offering and raised net proceeds of approximately
$22,250,000 through the sale of 2,500,000 shares of common stock.

         Net cash used in operating activities for the quarter ended June 30,
1999 of $3,627,516 was primarily due to our net loss of $4,821,842, offset by an
increase in accounts payable and accrued expenses of $1,068,058. In addition,
during the quarter ended June 30, 1999 we issued options and warrants to
purchase 325,630 shares to board members and also for investment advisory,
marketing and technical services and strategic relationships. These options and
warrants become exercisable upon dates ranging from the date of grant to four
years after the date of grant, at exercise prices from $3.73 to $20.62.

         For the six months ended June 30, 1999 net cash used in operating
activities of $5,814,684 was primarily due to our net loss of $7,787,609 offset
by an increase in accounts payable and accrued expenses of $1,783,992 and the
reduction in cash in escrow of $453,000. Additional operating uses of cash were
the increase in accounts receivable and prepaids of $249,314 and $234,997
respectively. In addition, during the six months ended June 30, 1999 we issued
options and warrants to purchase 573,011 shares to board members, consultants
for investment advisory, marketing, web site design and technical services and
warrants to purchase 19,400 shares in exchange for occupancy services. These
options and warrants become exercisable upon dates ranging from the date of
grant to five years after the date of grant, at exercise prices from $3.73 to
$20.62 and have expiration dates from 1 to 10 years after the date of grant.

         The increase in accounts payable and accrued expenses results primarily
from the increase in purchases of filmed entertainment products, advertising and
promotional products over the preceding quarter. The increase in accounts
receivable is due to the lag between the shipment of filmed entertainment
products and the resulting settlement with the credit card processor, and the
related lag between the acceptance by the processor of the charges and the
remittance of funds to BigStar's bank account. Net cash used in investing
activities for the quarter and six-month periods ended June 30, 1999 of $263,132
and $577,433, respectively, was used primarily for purchases of computer
equipment, office equipment and furniture.

         At June 30, 1998, BigStar's principal commitments consisted of
obligations for advertising under cancelable agreements, which were
approximately $648,664 and guaranteed lease obligations of approximately
$636,579.





                                       11
<PAGE>   14
         We have no material commitments for capital expenditures but anticipate
future purchases of approximately $4,000,000 for hardware and related software
enhancements of our web sites during the next 12 months. These expenditures
would expand the capabilities of our web sites to allow access by more customers
and to enhance customer's experiences on our web sites. These expenditures are
expected to be funded by our existing cash balances.

         We believe that our existing cash balances will be sufficient to meet
our anticipated cash needs for working capital, operating losses and capital
expenditures for at least the next 12 months. Our future liquidity and capital
requirements will depend upon numerous factors discussed under the section
entitled "Risk Factors" that may affect our results of operations and financial
condition. In addition, we will, from time to time, consider the acquisition of
or investment in complementary businesses, services and technologies, which
might increase our liquidity requirements or cause us to issue additional equity
or debt securities. We cannot assure you that we will not require additional
financing within this time frame or that such additional funding, if needed,
will be available on terms acceptable to us or at all. We do not currently use
derivative financial instruments.

SEASONALITY AND REVENUE FLUCTUATIONS

         BigStar's limited operating history and rapid growth make it difficult
to ascertain the effects of seasonality on its business. Seasonal fluctuations
in sales of filmed entertainment products may affect our sales. Fluctuations in
revenue also may result from the timing of hit releases on video cassettes and
DVD.

YEAR 2000 COMPLIANCE

         Our failure to address potential year 2000 malfunctions in our computer
and non-information technology equipment and systems and those of our business
partners could result in our suffering business interruption, financial loss,
reputational harm and legal liability.

         Prior to purchasing information technology systems, we have received
confirmation from our vendors that the systems are year 2000 compliant. Systems
developed by third parties on our behalf were designed to be year 2000
compliant. We do not have any significant non-information technology equipment
or systems.

         We have addressed year 2000 compliance risks related to our
subcontractors, strategic partners, suppliers, service providers and other
third-party relationships. In particular, our business is dependent upon the
operations and technology of various Internet sites, merchant acquiring banks,
product wholesalers and credit card issuers.

         Year 2000 compliance problems also could undermine the general
infrastructure necessary to support BigStar's operations. For example, we depend
on third-party Internet Service Providers, or ISPs, or hosting centers to
provide connections to the Internet and to customer information systems. Any
interruption of service from ISPs or hosting centers to provide connections
could result in a temporary interruption of the operation of our web sites. Any
interruption in the security, access, monitoring or power systems at the ISPs or
hosting centers could result in an interruption of services. Moreover, it is
difficult to predict what effect year 2000 compliance problems will have on the
integrity and stability of the Internet.

         Should we identify any problem with respect to our year 2000 readiness,
we will seek to develop a remedy, test the proposed remedy and prepare a
contingency plan, if necessary. We intend to develop contingency plans to
resolve our most reasonably likely worst case year 2000 problems, which have not
yet been identified. If any of our third-party suppliers are not year 2000
compliant, we will attempt to replace them with a year 2000 compliant supplier.





                                       12
<PAGE>   15
We expect to be Year 2000 compliant early in the fourth quarter of 1999. We do
not expect the costs of year 2000 compliance to be material to our operations.

         BigStar does not have any material contracts with external contractors
to assist us in completing our year 2000 compliance effort. In addition, no
employees have been hired or reassigned to complete our year 2000 compliance.





                                       13
<PAGE>   16

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         WE HAVE A LIMITED OPERATING HISTORY AND MAY FACE DIFFICULTIES TYPICALLY
ENCOUNTERED BY DEVELOPMENT STAGE COMPANIES IN NEW AND RAPIDLY EVOLVING MARKETS.
We commenced operations in March 1998 and face the risks and difficulties
frequently encountered by early stage companies in new and rapidly evolving
markets, such as online commerce. These risks include our ability to:

         -        continue to expand our customer base;

         -        generate repeat business from existing customers;

         -        respond to changes in a rapidly evolving and unpredictable
                  business environment;

         -        successfully compete against other companies that sell our
                  products;

         -        maintain current and develop new strategic relationships;

         -        manage growth;

         -        continue to develop and upgrade our technology; and

         -        attract, retain and motivate qualified personnel.

         WE LACK SIGNIFICANT REVENUES AND EXPECT SIGNIFICANT CONTINUING LOSSES.
We have not achieved profitability and expect to continue to incur significant
operating losses and net losses for at least the next several years. As of June
30, 1999, our accumulated deficit was approximately $11 million.

         We expect that our operating expenses will increase substantially as
we continue to expand our business. As a result, we will need to generate
significantly more revenues to achieve profitability. We may not be able to do
so. We may also require additional financing. We may not be able to obtain the
financing or obtain it on terms acceptable to us. If revenues grow slower than
we anticipate, or if operating expenses exceed our expectations or cannot be
reduced accordingly, or if we cannot obtain additional financing, our business,
operating results and financial condition may be materially harmed.

         OUR SUCCESS DEPENDS ON THE CONTINUED GROWTH OF ONLINE COMMERCE. If
online commerce does not continue to grow or grows more slowly than expected,
our business will be materially harmed. A number of factors could slow the
growth of online commerce, including the following:

         -        the network infrastructure required to support a substantially
                  larger volume of transactions may not be developed;

         -        government regulation may increase;

         -        telecommunications capacity problems may result in slower
                  response times; and

         -        consumers may have concerns about the security of online
                  commerce transactions.






                                       14
<PAGE>   17


         WE COMPETE WITH OTHER ONLINE RETAILERS AND TRADITIONAL FILMED
ENTERTAINMENT RETAILERS WHO MAY BE MORE SUCCESSFUL THAN WE ARE IN ATTRACTING AND
RETAINING CUSTOMERS. The retail filmed entertainment industry is intensely
competitive. In addition, the online commerce market for retail filmed
entertainment sales is new, rapidly evolving and competitive. If we are unable
to successfully compete against other retailers of filmed entertainment
products, our business, operating results and financial condition would be
materially harmed.

         Price competition in our industry also is intense, and price is one of
the principal factors on which consumers base their purchasing decisions. Price
competition may reduce our gross margins, which could materially harm our
business, operating results and financial condition. Some of our competitors use
aggressive pricing policies to build market share. Some also have adopted
business models that include selling filmed entertainment products for less than
their product cost and not charging customers for shipping and handling.
Software applications are also available that can determine which online site
has the lowest price for a particular title which could direct customers to our
competitors' sites.

         Many of our competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial,
marketing and other resources than we have. In addition, we believe some of our
competitors devote substantially more resources to web site and systems
development than we do.

         WE DEPEND UPON STRATEGIC MARKETING RELATIONSHIPS TO GENERATE SALES. We
use strategic marketing relationships to attract new customers, and this is an
important part of our growth strategy. These relationships may not generate
significant numbers of new customers. Alternatively, these relationships may be
successful at generating new customers, but we may not be able to maintain these
customer relationships or enter into more of them. If any of these events were
to occur, it could materially harm our business, operating results and financial
condition.

         OUR RELIANCE ON E-MAIL MARKETING COULD LEAVE US VULNERABLE IF CONSUMERS
REJECT THIS MARKETING TECHNIQUE OR ADDITIONAL GOVERNMENTAL RELATION ARISES.
E-mail marketing is a significant part of our growth strategy. If the acceptance
or use of e-mail marketing is limited by consumer fear of e-mail computer
viruses or additional government regulation, it could harm our business.

         To date, Congress has not enacted any legislation regulating commercial
e-mail, but a number of bills are pending. One proposed law would prohibit
online operators from sending most unsolicited commercial e-mail where the
operators have no existing or personal relationship with the recipient and the
e-mail is not sent at the request of or with the express consent of the
recipient. Another proposed law would require operators of web sites and online
services to disclose to users the personal information the operators have
collected and the personal information that it may share with other firms. It
would further require operators to provide simple processes for users to provide
or withhold consent to the operators' dissemination of the information.

         In the absence of federal legislation, many states, including
California, Connecticut, Delaware, Iowa, Nevada, North Carolina, Oklahoma, Rhode
Island, Tennessee, Virginia, Washington and West Virginia, have passed laws
limiting the use of e-mail marketing. Because





                                       15
<PAGE>   18


these laws have focused primarily on unsolicited e-mail marketing, BigStar's
business has yet to be affected by current legislation. Other states have begun
to consider placing restrictions on e-mail marketing. If Congress or additional
states pass legislation restricting commercial uses of e-mail, it could harm our
ability to communicate with existing customers and attract new customers. Our
sales growth could be affected, which could materially harm our business,
operating results and financial condition.

         OUR RAPID GROWTH IS PLACING A SIGNIFICANT STRAIN ON OUR RESOURCES. We
anticipate continued rapid expansion of our operations. If we are unable to
manage our growth effectively, our business could be materially harmed. Our
rapid expansion has placed a significant strain on our ability to manage our
growth, including our ability to monitor operations, bill customers, control
costs and maintain effective quality controls. Our anticipated future expansion
will increase this strain.

         Our senior management team has been assembled in a very short period.
These individuals have not previously worked together. The ability of our senior
managers to work together effectively as a team is critical to successfully
managing our growth.

         WE MUST MAINTAIN SATISFACTORY VENDOR RELATIONSHIPS TO COMPETE
SUCCESSFULLY. We rely on wholesalers to fill our customers' orders. Our primary
vendor of filmed entertainment products is Baker & Taylor Entertainment, from
whom we obtained substantially all of our inventory in 1998 and the first six
months of 1999. We also obtain filmed entertainment products from Valley Media
and Rentrak. We are dependent upon maintaining these relationships for filling
our customers' orders because there are only a limited number of wholesalers who
sell filmed entertainment products. If we are unable to maintain suitable
relationships with vendors, we will be materially harmed.

         As we continue to grow, our wholesalers will need to satisfy our
increasing product requirements on a timely basis. They also must continue to
provide adequate selections of filmed entertainment titles and competitive
prices. If our wholesalers are unable or unwilling to do so, it would materially
harm our ability to compete, which would in turn materially harm our business,
operating results and financial condition.

         WE COULD EXPERIENCE SYSTEM FAILURES THAT INTERFERE WITH CUSTOMERS'
ACCESS TO OUR ONLINE SUPERSTORE. Our business depends on, the efficient and
uninterrupted operation of our computer and communications, hardware and
software systems. Systems interruptions that cause our web sites to be
unavailable or that reduce our ability to process transactions could materially
harm our business, operating results and financial condition. Interruptions
could result from natural disasters as well as power loss, telecommunications
failure and similar events. We have fully redundant systems but have not yet
established a formal disaster recovery plan.

         ONLINE SECURITY BREACHES COULD HARM OUR BUSINESS. To protect
confidential information, we rely on encryption technology, which transforms
information into a code designed to be unreadable by third parties. We also use
authentication technology that utilizes passwords and other information to
prevent unauthorized persons from accessing a customer's information. If a
person circumvents our security measures, he or she could misappropriate





                                       16
<PAGE>   19


confidential information about us, or our customers, or cause interruptions in
our operations. Security breaches that result in access to confidential
information also could damage our reputation and expose us to a risk of loss or
liability. In addition, we may be required to make significant expenditures and
expend considerable effort to try and protect against security breaches or
remedy problems caused by these breaches.

         IF WE FAIL TO KEEP PACE WITH RAPID CHANGES INVOLVING THE INTERNET, IT
COULD MATERIALLY HARM OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS. Internet
technology, commercial applications and online uses are all rapidly evolving. If
we do not successfully respond to rapid changes involving the Internet, our
business will be materially harmed. For example, we must respond to marketplace
developments in a timely and cost-effective manner. In this regard, we must
continue to develop, enhance and improve the responsiveness and features of our
web sites and develop new features to meet customer needs. We also must respond
to technological advances and emerging industry standards and practices on a
cost-effective and timely basis, including the development of technology to sell
digital filmed entertainment to consumers through systems that can accommodate
delivery of video, audio, data and other services.

         WE DO NOT PUBLISH OUR OWN EDITORIAL CONTENT, WHICH MEANS WE MUST RELY
ON LICENSED THIRD-PARTY CONTENT ON OUR WEB SITES. We license third-party
content, including filmed entertainment reviews, news reports and features, in
order to attract and retain web site users. If we are unable to obtain desirable
content from our content licensors or from new licensors, it could reduce visits
to our web sites, which could materially harm our business. In addition, if we
are unable to obtain content at an acceptable cost, it could materially harm our
ability to compete and our operating results and financial condition.

         WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS. We
regard our trademarks, trade secrets and similar intellectual property as
important to our success. We have applied for the registration of some of our
trademarks and service marks in the United States. However, our efforts to
establish and protect our intellectual property rights may be inadequate to
prevent misappropriation or infringement of our intellectual property rights. If
we are unable to safeguard our intellectual property rights, it could materially
harm our business, operating results and financial condition.

         WE MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. We have
established a network of links with numerous small online sites. Many of the
sites may not have licenses for the use of the intellectual property that they
display. The copyright holders of this intellectual property or their licensees
may assert infringement claims against our affiliate partner sites and us
because of our relationships with these sites.

         Although we believe that our use of third-party material on our web
sites is permitted under current provisions of copyright law, some aspects of
Internet content and commerce law are not clearly settled. We may therefore be
the subject of alleged infringement claims of the trademarks and other
intellectual property rights of third parties. If we become subject to these
types of claims, our business could be materially harmed even if we successfully
defend against the claims. It also is possible that future legal developments
would prohibit us from having rights to downloadable information, sound or
video.

         THE PROTECTION OF OUR DOMAIN NAMES IS UNCERTAIN BECAUSE THE REGULATION
OF DOMAIN NAMES IS SUBJECT TO CHANGE. We currently hold various web domain names
relating to our brand, including BigStar.com, abcBigStar.com, BigStarDVD.com and
Astrophile.com. The




                                       17
<PAGE>   20

acquisition and maintenance of domain names generally is regulated by
governmental agencies and their designees. The regulation of domain names in the
United States and in foreign countries is expected to change in the near future.
As a result, we may be unable to acquire or maintain relevant domain names in
all countries in which we may conduct business. If our ability to acquire or
maintain domain names is limited, it could materially harm our business,
operating results and financial condition.

         WE ARE SUBJECT TO GOVERNMENT REGULATION AND LEGAL LIABILITIES THAT MAY
BE COSTLY AND MAY INTERFERE WITH OUR ABILITY TO CONDUCT BUSINESS. Laws and
regulations directly applicable to online commerce or Internet communications
are becoming more prevalent. These laws and regulations could expose us to
compliance costs and substantial liability, which could materially harm our
business, operating results and financial condition. In addition, the growth of
the Internet, coupled with publicity regarding Internet fraud, may lead to the
enactment of more stringent consumer protection laws. These laws would also be
likely to impose additional burdens on our business.


         WE MAY BE SUBJECT TO LIABILITY FOR SALES AND OTHER TAXES. We do not
collect sales or other similar taxes in most states, although we do so in New
York, California and Illinois. Our business could be materially harmed if
additional sales and similar taxes are imposed on us, or if penalties are
assessed on us for past nonpayment of these taxes. Recently adopted legislation
provides that, prior to October 2001, a state cannot impose sales taxes on
products sold on the Internet unless these taxes could be charged on
non-Internet transactions involving the products. During this moratorium, it is
possible that taxing mechanisms may be developed that would, following the
moratorium, impose increasing sales and similar tax burdens on us. If these
burdens are placed on us, our business could be materially harmed and there
could be a material adverse effect on our operating results and financial
condition.

         OUR SUCCESS DEPENDS ON OUR KEY PERSONNEL. Our success is substantially
dependent on the ability and experience of our senior management and other key
personnel, particularly David Friedensohn, our Chief Executive Officer and
Chairman of the Board, and David Levitsky, our Executive Vice President and
General Manager. We have entered into an employment agreement with David
Friedensohn. The agreement provides that he will be employed as the Chief
Executive Officer of BigStar for an unspecified period of time. Both BigStar and
Mr. Friedensohn may terminate the agreement at any time. If terminated without
cause, Mr. Friedensohn will be entitled to severance pay equal to two years of
his then current base salary. We have no employment contracts with any of our
other senior management or key personnel. If one or more members of our
management team become unable or unwilling to continue in their present
positions, our business could be materially harmed.

         We have purchased key-man life insurance in the amounts of $1,000,000
for David Friedensohn and $500,000 for David Levitsky with BigStar as the named
beneficiary. The benefits received under these policies would not be sufficient
to compensate BigStar for the loss of the services of Mr. Friedensohn or Mr.
Levitsky should suitable replacements not be employed.





                                       18
<PAGE>   21


         In addition, to manage our anticipated growth, we must hire more
employees. Competition for personnel, particularly those having software
development and other technical expertise, is intense. If we are unable to hire
additional qualified employees, our growth could be impaired.

         WE MAY EXPERIENCE PROBLEMS FROM COMPUTER SYSTEMS THAT ARE NOT READY ON
A TIMELY BASIS TO PROCESS INFORMATION ASSOCIATED WITH THE YEAR 2000. Many
existing software programs may not accurately process dates arising in the year
2000 and after because they use only two digits to identify a year and assume
that the two missing digits are always "19." We cannot assure you that all of
the computer systems and related products and software that are important to our
business will be ready by the deadline to address the concerns arising from the
year 2000 problem. If they are not ready, we may experience difficulty in
properly managing our web sites and face the possibility of business
interruptions, financial loss, reputational harm and legal liability. Any of
these could materially harm our business, operating results and "financial
condition.

         Our business is dependent upon the operations and technology of various
Internet sites, merchant acquiring banks, product wholesalers and credit, card
issuers, as well as, other third parties. Our business, operating results and
financial condition may be materially harmed if these or other third parties are
not year 2000 compliant on a timely basis.





                                       19
<PAGE>   22


                                     PART II
                                OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         The effective date of the Company's registration statement, filed on
Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"),
(File No. 333-77963) relating to the Company's initial public offering of its
common stock, was August 2, 1999. A total of 2,500,000 shares of the Company's
common stock were sold to an underwriting syndicate. The managing underwriters
were Prudential Securities Incorporated, Wasserstein Perella Securities, Inc.
and First Security Van Kasper. The offering was commenced and completed on
August 3, 1999, at an initial public offering price of $10.00 per share. The
initial public offering resulted in gross proceeds of $25.0 million, $1.75
million of which was applied to the underwriting discount and approximately $1.0
million of which was applied to related expenses. As a result, net proceeds of
the offering to the Company were approximately $22.25 million. None of the net
proceeds of the offering were paid by the Company, directly or indirectly, to
any director, officer or general partner of the Company or any of their
associates, or to any persons owing ten percent or more of any class of the
Company's equity securities, or any affiliates of the Company.

         On May 3, 1999, the Company filed a Certificate of Amendment of
Certificate of Incorporation that (i) increased the total number of shares the
Company is authorized to issue to 50,000,000 shares, consisting of 40,000,000
shares of common stock, par value $0.001 per share and 10,000,000 shares of
preferred stock, par value $0.001 per share, and (ii) caused each issued and
outstanding share of common stock of the Company to be split into four (4)
shares of common stock.

         On July 28, 1999, the Company filed a Certificate of Amendment of
Certificate of Incorporation that converted each issued and outstanding share of
common stock of the Company into .485 shares of validly issued, fully paid
and nonassessable shares of common stock of the Company.


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

         On June 21, 1999, the Company held an annual meeting of stockholders.
Of the 6,042,312 shares outstanding as of June 4, 1999, 3,955,189 shares were
present in person or by proxy. The stockholders voted on the following four
proposals, (i) to ratify the election of directors of the Company, (ii) to
ratify the appointment of the accountants of the Company, (iii) to approve an
increase in the authorized number of shares reserved for issuance under the
Company's Amended 1999 Stock Option and Incentive Plan to 1,455,000 shares of
common stock and (iv) to approve the 1999 Employee Stock Purchase Plan, which
provides the employees of the Company with the opportunity to purchase an
aggregate of 300,000 shares of common stock through payroll deductions.

(a) The table below presents the results of the election to the Company's board
of directors:

<TABLE>
<CAPTION>
                                           Votes For      Withhold Authority
                                           ---------      ------------------
<S>                                        <C>            <C>
         David Friedensohn                 3,947,429              7,760
         David Levitsky                    3,947,429              7,760
         D. Jonathan Merriman              3,947,429              7,760
         William Lansing                   3,947,429              7,760
         Steven A. Ledger                  3,947,429              7,760
         Marleen McDaniel                  3,947,429              7,760
         I. Martin Pompadur                3,947,429              7,760
</TABLE>


(b) The stockholders ratified the appointment of Arthur Andersen LLP as the
independent public





                                       20
<PAGE>   23


accountants of the Company for the fiscal years ending December 31, 1998 and
1999. This proposal received 3,955,189 votes for and none against or abstaining.

(c) The stockholders approved an increase in the authorized number of shares of
common stock reserved for issuance upon the exercise of stock options or the
grant of securities under the Company's Amended 1999 Stock Option and Incentive
Plan to 1,455,000 shares. This proposal received 3,939,669 votes for, 7,760
votes against and 7,760 votes which abstained.

(d) The stockholders approved the 1999 Employee Stock Purchase Plan, which
provides employees of the Company with an opportunity to purchase an aggregate
of 300,000 shares of common stock through payroll deductions. This proposal
received 3,947,429 votes for, 7,760 votes against and no votes which abstained.

         On July 15, 1999, the stockholders of the Company approved by Action by
Written Consent of Stockholders an amendment to the Certificate of Incorporation
to declare a .485-for-one reverse stock split of the common stock of the
Company. This proposal received 4,759,787 votes for and none against or
abstaining.


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

(a)      List of Exhibits:

         27       Financial Data Schedule.

(b) Reports on Form 8-K filed during the quarter ended June 30, 1999:

         None.







                                       21
<PAGE>   24


                                   SIGNATURES

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

                               BIGSTAR ENTERTAINMENT, INC.


Dated:  September 16, 1999     By:/s/ David Friedensohn
                                  ----------------------------------
                                  David Friedensohn, Chief Executive Officer


Dated:  September 16, 1999     By:/s/ Robert S. Yingling
                                  ----------------------------------
                                  Robert S. Yingling, Chief Financial Officer
                                  and Vice President-Finance










                                       22
<PAGE>   25
                       DRAFT-FOR DISCUSSION PURPOSES ONLY


                                  EXHIBIT INDEX

         Exhibits

         27       Financial Data Schedule.