<PAGE>   1
                                  UNITED STATES
                       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, 2001

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

         FOR THE PERIOD FROM _____________ TO _____________.

                        COMMISSION FILE NUMBER: 000-31045

                         RAINDANCE COMMUNICATIONS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                 84-1407805
      (STATE OR JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
    INCORPORATION OR ORGANIZATION)

                               1157 CENTURY DRIVE
                              LOUISVILLE, CO 80027
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                                 (800) 878-7326
              (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   X     No

                      Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, $0.0015 Par Value        --        47,104,413 as of July 31, 2001.


<PAGE>   2
                         RAINDANCE COMMUNICATIONS, INC.
                      (FORMERLY EVOKE COMMUNICATIONS, INC.)
                                      INDEX

<Table>
<Caption>

                                                                                                                              PAGE
                                                                                                                              ----

<S>                                                                                                                           <C>
PART I.       FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

           Condensed Consolidated Balance Sheets as of December 31, 2000 and June 30, 2001 (unaudited)                         3

           Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2000 and 2001           4
           (unaudited)

           Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 2001 (unaudited)         5

           Notes to the Condensed Consolidated Financial Statements (unaudited)                                                6

ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations                              11

           Additional Risk Factors that May Affect Our Operating Results and The Market Price of Our Common Stock             18

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk                                                         25

PART II.          OTHER INFORMATION

ITEM 1.    Legal Proceedings                                                                                                  26

ITEM 2.    Changes in Securities and Use of Proceeds                                                                          26

ITEM 3.    Defaults Upon Senior Securities                                                                                    26

ITEM 4.    Submission of Matters to a Vote of Security Holders                                                                26

ITEM 5.    Other Information                                                                                                  26

ITEM 6.    Exhibits and Reports on Form 8-K                                                                                   27

SIGNATURES                                                                                                                    28
</Table>



                                       2.
<PAGE>   3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                         RAINDANCE COMMUNICATIONS, INC.
                      (FORMERLY EVOKE COMMUNICATIONS, INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<Table>
<Caption>

                                                                                       DECEMBER 31, 2000    JUNE 30, 2001
                                                                                       -----------------    -------------
                                                                                                             (UNAUDITED)

<S>                                                                                     <C>                <C>
Assets
Current assets:
  Cash and cash equivalents .........................................................   $     43,311       $     30,244
  Investments .......................................................................            196                 --
  Accounts receivable, net of allowance for doubtful accounts of $765 and $870 at
    December 31, 2000 and June 30, 2001, respectively ...............................          4,891              5,952
  Prepaid expenses and other current assets .........................................          3,825              1,990
                                                                                        ------------       ------------


  Total current assets ..............................................................         52,223             38,186
Property and equipment, net .........................................................         35,330             28,354
Goodwill and other intangible assets, net ...........................................         65,157             51,904
Due from affiliate ..................................................................          4,744              4,277
Other assets ........................................................................          1,370              1,160
                                                                                        ------------       ------------


Total Assets ........................................................................   $    158,824       $    123,881
                                                                                        ============       ============


Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable ..................................................................   $      5,919       $      4,411
  Current portion of long-term debt .................................................          1,505              1,224
  Accrued expenses ..................................................................          3,638              2,535
  Restructuring reserve .............................................................          1,412                733
  Deferred revenue ..................................................................            878                282
                                                                                        ------------       ------------

  Total current liabilities .........................................................         13,352              9,185
Long-term debt, less current portion ................................................            810                356
Restructuring reserve, less current portion .........................................          2,952              1,210
Other ...............................................................................             --                 13
                                                                                        ------------       ------------

Total Liabilities ...................................................................         17,114             10,764
                                                                                        ------------       ------------

Stockholders' Equity:
Undesignated preferred stock, 10,000,000 shares authorized at
  December 31, 2000 and June 30, 2001; none issued or outstanding ...................             --                 --
Common stock, par value $.0015; 130,000,000 shares authorized at
  December 31, 2000 and June 30, 2001; 46,834,925 and 47,093,769 shares issued and
  outstanding at December 31, 2000 and June 30, 2001, respectively ..................             70                 71
  Additional paid-in capital ........................................................        269,466            265,039
  Accumulated other comprehensive loss ..............................................           (862)              (177)
  Note receivable from officer ......................................................           (483)                --
  Unearned stock option compensation ................................................        (10,659)            (5,083)
  Accumulated deficit ...............................................................       (115,822)          (146,733)
                                                                                        ------------       ------------

  Total Stockholders' Equity ........................................................        141,710            113,117
                                                                                        ------------       ------------

  Commitments and contingencies .....................................................             --                 --

  Total Liabilities and Stockholders' Equity ........................................   $    158,824       $    123,881
                                                                                        ============       ============
</Table>


      See accompanying notes to condensed consolidated financial statements


                                       3.

<PAGE>   4




                         RAINDANCE COMMUNICATIONS, INC.
                      (FORMERLY EVOKE COMMUNICATIONS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<Table>
<Caption>

                                                                                 THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                                      JUNE 30,                 JUNE 30,
                                                                               ---------------------     ---------------------
                                                                                 2000         2001         2000         2001
                                                                               --------     --------     --------     --------

<S>                                                                            <C>          <C>          <C>          <C>
Revenue ...................................................................    $  2,892     $  9,110     $  4,751     $ 18,127
Cost of revenue:
   (exclusive of stock-based compensation expense of
   $61, $54, $124 and $115, respectively, shown below) ....................       3,481        5,642        6,135       11,770
                                                                               --------     --------     --------     --------

Gross profit (loss) .......................................................        (589)       3,468       (1,384)       6,357
                                                                               --------     --------     --------     --------

Operating expenses:
   Sales and marketing (exclusive of stock-based compensation expense of
     $308, $122, $610 and $290, respectively, shown below) ................      15,422        4,487       26,337       11,176
   Research and development (exclusive of stock-based compensation
     expense of $229, $165, $424 and $307, respectively, shown below) .....       1,817        1,211        2,921        2,720
   General and administrative, (exclusive of stock-based compensation
     expense of $836, $696, $4,457 and $721, respectively, shown below) ...       1,952        1,771        3,240        4,049
   Amortization of intangible assets ......................................       1,118        6,626        1,118       13,252
   Stock-based compensation expense .......................................       1,434        1,037        5,615        1,433
   Asset impairment charges ...............................................          --        2,794           --        2,794
   Restructuring charges and contract termination expenses, net of
     restructuring reserve adjustments ....................................          --       (1,326)          --        1,255
                                                                               --------     --------     --------     --------
     Total operating expenses .............................................      21,743       16,600       39,231       36,679
                                                                               --------     --------     --------     --------

     Loss from operations .................................................     (22,332)     (13,132)     (40,615)     (30,322)

   Other income (expense) .................................................         642          200        1,577         (591)
                                                                               --------     --------     --------     --------

   Net loss ...............................................................     (21,690)     (12,932)     (39,038)     (30,913)
Preferred stock dividends and accretion to preferred stock
   redemption value .......................................................         313           --        1,494           --
                                                                               --------     --------     --------     --------

Net loss attributable to common stockholders ..............................    $(22,003)    $(12,932)    $(40,532)    $(30,913)
                                                                               ========     ========     ========     ========

Loss per share-basic and diluted ..........................................    $ (11.74)    $  (0.27)    $ (30.34)    $  (0.66)
                                                                               ========     ========     ========     ========

Weighted average number of common shares outstanding-basic and diluted ....       1,874       47,087        1,336       47,025
                                                                               ========     ========     ========     ========
</Table>

     See accompanying notes to condensed consolidated financial statements.

                                       4.


<PAGE>   5

                         RAINDANCE COMMUNICATIONS, INC.
                      (FORMERLY EVOKE COMMUNICATIONS, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<Table>
<Caption>

                                                                                         SIX MONTHS ENDED
                                                                                             JUNE 30,
                                                                                    ---------------------------
                                                                                       2000            2001
                                                                                    -----------     -----------
<S>                                                                                 <C>             <C>
Cash flows from operating activities:
Net loss .......................................................................    $   (39,038)    $   (30,913)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization ..................................................          4,500          17,993
Loss on disposition of short-term investment ...................................             --           1,195
Asset impairment charges .......................................................             --           4,150
Stock-based compensation .......................................................          5,615           1,433
Other ..........................................................................            117             166
Changes in operating assets and liabilities:
Accounts receivable ............................................................           (939)         (1,061)
Prepaid expenses and other current assets ......................................         (3,641)          1,201
Other assets ...................................................................         (1,658)            410
Accounts payable and accrued expenses ..........................................          1,126          (5,479)
                                                                                    -----------     -----------
Net cash used by operating activities ..........................................        (33,918)        (10,905)
                                                                                    -----------     -----------

Cash flows from investing activities:
Purchase of property and equipment .............................................        (17,985)         (1,502)
Proceeds from disposition of equipment .........................................             48              61
Proceeds from sales and maturities of investment securities ....................            648              --
Purchase of short-term investment ..............................................         (2,000)             --
Loan to Contigo Software, Inc. .................................................           (300)             --
Cash paid for acquisition of Contigo, net of cash acquired .....................         (2,621)             --
                                                                                    -----------     -----------

Net cash used by investing activities ..........................................        (22,210)         (1,441)
                                                                                    -----------     -----------

Cash flows from financing activities:
Net proceeds from issuance of preferred stock ..................................          5,000              --
Proceeds from issuance of common stock .........................................            882               1
Payments on debt ...............................................................           (645)           (735)
Other ..........................................................................             --              13
                                                                                    -----------     -----------
Net cash provided (used) by financing activities ...............................          5,237            (721)
                                                                                    -----------     -----------

Decrease in cash and cash equivalents ..........................................        (50,891)        (13,066)
Cash and cash equivalents at beginning of period ...............................         89,234          43,311
                                                                                    -----------     -----------

Cash and cash equivalents at end of period .....................................    $    38,343     $    30,244
                                                                                    ===========     ===========

Supplemental cash flow information - interest paid in cash .....................    $       167     $       106
                                                                                    ===========     ===========

Supplemental disclosure of noncash investing and financing activities:

Loan to officer for common stock purchase ......................................    $     1,125     $        --
                                                                                    ===========     ===========
Accounts payable incurred for purchases of property and equipment ..............    $     6,030     $        48
                                                                                    ===========     ===========
Exchange of investment for forgiveness of debt .................................    $        --     $       157
                                                                                    ===========     ===========
</Table>


     See accompanying notes to condensed consolidated financial statements.


                                       5.
<PAGE>   6




                         RAINDANCE COMMUNICATIONS, INC.
                      (FORMERLY EVOKE COMMUNICATIONS, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF PRESENTATION

         Raindance Communications, Inc., formerly Evoke Communications, Inc.,
(the "Company"), was incorporated under the laws of the State of Delaware on
April 17, 1997. The Company provides Web and phone conferencing services as well
as real-time collaboration tools that enable virtual meetings. The Company
operates in a single segment. The condensed consolidated financial statements
include the accounts of Raindance Communications and its wholly-owned
subsidiary. All significant intercompany transactions and balances have been
eliminated.

         The preparation of the 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.

         The accompanying condensed consolidated financial statements as of June
30, 2001 and for the three and six months ended June 30, 2000 and 2001 are
unaudited and have been prepared in accordance with generally accepted
accounting principles on a basis consistent with the December 31, 2000 audited
financial statements and include normal recurring adjustments which are, in the
opinion of management, necessary for a fair statement of the results of these
periods. These consolidated statements should be read in conjunction with our
financial statements and notes thereto included in our Form 10-K/A (Commission
File No. 000-31045), filed on May 2, 2001. Operating results for the three and
six months ended June 30, 2001 are not necessarily indicative of the results
that may be expected for the full year.

(b) CASH, CASH EQUIVALENTS AND INVESTMENTS

         All highly liquid investments purchased with maturities of three months
or less are considered to be cash equivalents. Cash equivalents consist of money
market accounts at two financial institutions and high quality commercial paper.
Current investment consisted of an equity investment in a public company. This
investment was classified as "available for sale" in accordance with Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." This investment was carried at fair market value
with any unrealized gain or loss recorded as a separate element of stockholders'
equity. In March 2001, as partial consideration for terminating a software
license agreement, the Company returned the investment in the software company's
common stock, which resulted in the recognition of a realized loss of $1.2
million in the first quarter of 2001.

(c) GOODWILL AND OTHER INTANGIBLE ASSETS

         Intangible assets consist primarily of goodwill, which is being
amortized using the straight-line method over an estimated useful life of three
years. In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 requires that goodwill no longer be amortized
to earnings, but instead will be reviewed for impairment on an on-going basis.
The amortization of goodwill will cease upon adoption of the Statement, which
will be January 1, 2002. SFAS 142 requires a different method of determining
impairment than is currently being used by the Company. The effect of this
change on the financial statements of the Company has not yet been determined.

(d) REVENUE RECOGNITION

         The Company's Webconferencing customers are charged a per-minute fee
based on each phone participant's and Web participant's actual time on the
conference, which is recognized as revenue upon completion of the conference.
Customers are charged a fee to upload visuals or record Webcasts for
Webconferences, which is also recognized as revenue upon completion of the
conference.

         The Company's Collaboration customers are charged either a concurrent
user and usage fee in addition to event fees or, in more limited cases, a
software license fee. Revenue from concurrent user fees is recognized monthly
regardless of usage, while usage fees are based upon either monthly connections
or minutes used. Event fees are generally hourly charges that are recognized



                                       6.
<PAGE>   7

as the events take place. Revenue from software license agreements is recognized
upon shipment of the software when all the following criteria have been met:
persuasive evidence of an arrangement exists; delivery has occurred; the fee is
fixed or determinable; collectibility is probable; and evidence is available of
the fair value of all undelivered elements.

         The Company's Webcasting customers are charged for content encoding and
hosting. Content encoding is the conversion of the customer's media into formats
that can be accessed over the Internet using widely available media players and,
for some customers, indexing the media to facilitate search and reporting
capabilities. Revenue from content encoding is recognized when the content is
available for viewing over the Internet. Hosting is the maintenance of the
content on the Company's servers and, for some customers, providing access to
information about content usage. Revenue related to content hosting is
recognized ratably over the hosting period.

         The Company's Talking Email customers are charged based on prices and
specific service terms, which are negotiated in advance of service delivery.
Revenue is recognized, including any setup fees, ratably over the life of the
contract.

         As part of the restructuring announced in January 2001, the Company
indicated its intent to primarily focus on its core service offerings of
Webconferencing and Collaboration. Accordingly, Webcasting and Talking Email
generated a minimal amount of revenue in the second quarter of 2001 as the
Company satisfied certain customer commitments. The Company anticipates that the
second quarter of 2001 will be the final quarter in which revenue is generated
from these services.

(e) LOSS PER SHARE

         Loss per share is presented in accordance with the provisions of
Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS
128). Under SFAS 128, basic earnings (loss) per share (EPS) excludes dilution
for potential common stock and is computed by dividing income or loss available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. Basic and diluted EPS are the same for
the three and six months ended June 30, 2000 and 2001 as all potential common
stock instruments are antidilutive.


(2) JOINT VENTURES AND ACQUISITIONS

         On June 9, 2000, the Company entered into an agreement with @viso
Limited, a European-based venture capital firm, to form Evoke Communications,
B.V., a Netherlands corporation (Evoke Communications Europe). Pursuant to this
agreement, the Company made net cash payments of approximately $4.6 million to
Evoke Communications Europe, approximately $4.3 million of which are to be
repaid under the terms of a promissory note, granted a technology license to
Evoke Communications Europe and was issued common stock representing 51%
ownership in Evoke Communications Europe. The Company uses the equity method of
accounting for this investment as @viso Limited was granted rights that
significantly affect the Company's ability to control Evoke Communications
Europe. The Company has recorded losses, which have reduced the Company's
investment in Evoke Communications Europe to zero. The Company has no
obligations to fund future operating losses of Evoke Communications Europe. The
Company has advanced Evoke Communications Europe approximately $4.3 million,
after foreign currency adjustments, that is reflected in the balance sheet in
long term assets as due from affiliate. The Company will continue to report its
share of equity method losses in the statement of operations to the extent of
and as an adjustment to the adjusted basis of the amount due from affiliate
based on the change in the Company's claim on the Evoke Communications Europe
net book value. Independent of this calculation the Company also assessed
whether the amount due from this affiliate note was impaired as of June 30,
2001. The Company's receivable from Evoke Communications Europe was not impaired
as of June 30, 2001 and, as a result, the Company did not record a loss or
impairment in the second quarter of 2001.

         On June 16, 2000, the Company acquired Contigo Software, Inc. (Contigo)
for cash of $6.1 million and 4,425,176 shares of common stock in exchange for
all the outstanding shares of Contigo capital stock. The Company also issued
1,574,831 common stock options in exchange for outstanding Contigo stock
options. The purchase price of the acquisition was $83.9 million based on the
fair value of the consideration paid plus direct acquisition costs. The
acquisition has been accounted for using the purchase method. Accordingly, the
results of operations of Contigo subsequent to June 16, 2000 have been included
in the Company's statement of operations for the three and six months ended June
30, 2000. The purchase price allocation is as follows:



                                       7.
<PAGE>   8
<Table>
<Caption>

                                                                                                                     (IN MILLIONS)

<S>                                                                                                                     <C>
Tangible net assets............................................................................................         $  2.8
Assumed unearned stock option compensation.....................................................................            0.6
Goodwill and other intangible assets...........................................................................           80.5
                                                                                                                        ------
Total purchase price allocation................................................................................         $ 83.9
                                                                                                                        ======
</Table>

          The summary table below, prepared on an unaudited pro forma basis,
combines the Company's consolidated results of operations with Contigo's results
of operations as if the acquisition took place on January 1, 2000 (in thousands,
except per share data).

<Table>
<Caption>
                                                                                                    SIX MONTHS ENDED JUNE 30,
                                                                                                    -------------------------
                                                                                                      2000             2001
                                                                                                    --------         --------
<S>                                                                                                 <C>              <C>
Revenue....................................................................................         $  6,734         $ 18,127
Net loss...................................................................................          (43,315)         (30,913)
Basic and diluted net loss per share.......................................................           (22.35)           (0.66)
</Table>


        The pro forma results for the six months ended June 30, 2000 combine the
Company's results for the six months ended June 30, 2000 with the results of
Contigo for the period from January 1, 2000 through June 30, 2000. The pro forma
results are not necessarily indicative of the results of operations that would
have occurred if the acquisition had been consummated on January 1, 2000. In
addition, they are not intended to be a projection of future results and do not
reflect any synergies that might be achieved from the combined operations.

(3) RESTRUCTURING

         The Company recorded charges totaling $9.5 million in 2000 and $0.8
million in the first quarter of 2001 for restructuring activities. In addition,
as described in Note 4, the Company accrued contract termination expenses of
$1.8 million in the first quarter of 2001. In the second quarter of 2001 the
Company incurred severance charges of $0.1 million and recorded a favorable
restructuring reserve adjustment of $1.4 million primarily due to successfully
leasing several remote offices with terms more favorable than originally
anticipated and also consummating an early termination settlement of a
telecommunications contract cancellation charge. The Company's restructuring
activities included workforce reductions, the sale or disposition of assets,
contract cancellations and the closure of several remote sales offices. In the
second quarter of 2001, the Company continued its restructuring activities
designed to further reduce spending and to focus on core service offerings.

Restructuring reserves and activity for the first six months of 2001 are
detailed below (in thousands):

<Table>
<Caption>

                                                                            RESTRUCTURING
                                              RESERVE BALANCE         RESERVE                            RESERVE BALANCE
                                             DECEMBER 31, 2000      ADJUSTMENTS           PAYMENTS        JUNE 30, 2001
                                             -----------------    --------------        -----------      ---------------

<S>                                             <C>                 <C>                 <C>                <C>
Consulting fees                                 $       155         $        --         $       155        $        --
Contract cancellation charges                           819                (546)                168                105
Closure of remote sales facilities                    3,390                (875)                677              1,838
                                                -----------         -----------         -----------        -----------
Totals                                          $     4,364         $    (1,421)        $     1,000        $     1,943
                                                ===========         ===========         ===========        ===========
</Table>


         The reserve balance for contract cancellation charges will be utilized
in December 2001. Facility reserves may increase or decrease based on the
ability to sublease vacant spaces, which are under non-cancelable operating
leases expiring at various dates through 2005.



                                       8.

<PAGE>   9

(4) CONTRACT TERMINATION EXPENSES

         On March 30, 2001, the Company agreed to terminate a software license
agreement. In connection with the termination, the Company incurred a charge of
approximately $1.8 million in the first quarter of 2001, primarily related to
the unamortized cost of the software license. Part of the consideration given by
the Company to terminate the license agreement was the return of an investment
in the software company's common stock, which resulted in the recognition of an
additional realized loss of $1.2 million on the investment in the first quarter
of 2001.


(5) ASSET IMPAIRMENT CHARGE

         In the second quarter of 2001 the Company performed a strategic review
of its fixed assets and adopted a plan to dispose of excess equipment. The
Company expects that the sale and disposal of the assets will be completed in
2001. In connection with the plan of disposal, the Company determined that the
carrying values of some of the underlying assets exceeded their fair values. As
a result the Company recorded an impairment loss of $2.7 million, which is
reflected in operating expenses in the accompanying statement of operations. In
addition, the Company wrote off approximately $0.1 million in intangible assets
primarily related to trademarks associated with the Company's previous name.


(6) COMMITMENTS AND CONTINGENCIES

(a) OPERATING LEASES

         The Company leases office facilities under various operating leases
that expire through 2009. Two of the office facilities are leased from entities
that are controlled by either directors or former directors of the Company. A
large portion of the remaining facilities are satellite sales offices. As
indicated in Note 3, the Company is in the process of attempting to sublease or
otherwise minimize its net commitment with respect to seven offices. During the
second quarter, the Company sub-leased or eliminated its commitment with respect
to five offices. Total future minimum lease payments, not including any
reductions for executed sub-leases and other potential reductions, under all
operating leases, approximate $14.8 million at June 30, 2001.


(b) PURCHASE COMMITMENTS

         The Company has commitments for bandwidth usage and telephony services
with various service providers. The total commitment as of June 30, 2001 is
approximately $24.9 million to be expended through 2005. Some of these
agreements may be amended to either increase or decrease the minimum commitments
during the life of the contract.


(c) EMPLOYMENT CONTRACTS

         The Company has an employment agreement with one of its executive
officers. The agreement continues until terminated by the executive or the
Company, and provides for a termination payment under certain circumstances. As
of June 30, 2001, the Company's liability would be approximately $322,500 if the
officer was terminated under certain conditions (as defined in the agreement).


(d) SEVERANCE

         The Company has made commitments to executives who are no longer with
the Company including certain executives of Contigo Software, Inc. As of June
30, 2001, the Company's total future severance liability to these executives was
approximately $419,000.




                                       9.
<PAGE>   10



(e) LITIGATION

         From time to time, the Company has been subject to litigation and
claims in the ordinary course of business, none of which are expected to have a
material adverse effect on the Company's financial position, results of
operations or liquidity. In March 2000, a claim was filed against the Company
alleging trademark and service mark infringement. In the first quarter of 2001,
the Company reached a settlement with respect to this litigation. As part of the
settlement the Company agreed to change its name, which was announced in May
2001. Expenses related to this litigation, net of insurance reimbursement, were
accrued as of December 31, 2000 and costs incurred in connection
with this litigation were paid in the second quarter of 2001. The litigation and
settlement did not have a material adverse effect on the Company's financial
position, results of operations or liquidity.


(7) RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the staff of the Securities and Exchange Commission
released Staff Accounting Bulletin 102, "Selected Loan Loss Allowance
Methodology and Documentation Issues" (SAB 102), to provide guidance on the
development, documentation and application of a systematic methodology as
required by Financial Reporting Release No. 28 for determining allowances for
loan and lease losses in accordance with generally accepted accounting
principles. We have not yet evaluated the impact, if any, that SAB 102 may have
on our loan loss allowance.

         In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141 and 142, "Business
Combinations" and "Goodwill and Other Intangible Assets", respectively. SFAS No.
141 requires that all business combinations be accounted for under a single
method-the purchase method. Use of the pooling-of-interests method is no longer
permitted. Statement 141 requires that the purchase method be used for business
combinations initiated after June 30, 2001. SFAS No. 142 requires that goodwill
no longer be amortized to earnings, but instead will be reviewed for impairment
on an on-going basis. The amortization of goodwill will cease upon adoption of
the Statement, which will be January 1, 2002.



                                      10.
<PAGE>   11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

         This Report on Form 10-Q contains forward-looking statements, including
without limitation, statements containing the words "believes," "anticipates,"
"expects," and words of similar import and statements regarding our strategy,
financial performance, and revenue sources that involve risks and uncertainties.
Our actual results may differ significantly from the results discussed in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in the subsection entitled "Additional
Risk Factors that May Affect Our Operating Results and The Market Price of Our
Common Stock." Readers are urged to carefully review and consider the various
disclosures made in this report and in our other reports filed with the SEC that
attempt to advise interested parties of certain risks and factors that may
affect our business. You should read this analysis in conjunction with our
condensed consolidated financial statements and related notes that begin on page
3.


OVERVIEW

         We provide Web and phone conferencing services that offer simple,
reliable and cost-effective tools for everyday business meetings and events. As
part of our restructuring announced in January 2001, we intend to focus our
resources on our highest-revenue generating services and core competencies,
Webconferencing and Collaboration. These services offer a continuum of
real-time, interactive communications tools for businesses, including automated
audio conferencing, Webconferencing for Web presentations and online controls,
and Collaboration, which allows users to share applications, tour the Web and
whiteboard ideas online. Our business model is largely usage-based, which
generally means that our customers only pay for the services they use. We sell
these services to large and medium-sized corporations in various vertical
markets, as well as to resellers of conferencing and communications services
through our direct and indirect sales channels.

         We have incurred losses since commencing operations and, as of June 30,
2001, we had an accumulated deficit of $146.7 million. Our net loss was $22.0
million and $12.9 million for the three months ended June 30, 2000 and 2001,
respectively, and $40.5 million and $30.9 million for the six months ended June
30, 2000 and 2001, respectively. We have not achieved profitability on a
quarterly or annual basis. We intend to continue to develop our proprietary
systems and services, expand our infrastructure, and increase our sales efforts.
We expect to continue to incur losses at least through 2002, particularly due to
significant non-cash charges for amortization of unearned stock option
compensation and depreciation expense. In addition, we will record a significant
amount of goodwill amortization over the remainder of 2001. Despite the progress
we have made in managing and controlling expenses, we will need to generate
higher revenue to support expected expenses and to achieve and sustain
profitability.

         On June 16, 2000, we acquired Contigo Software, Inc. We have included
the results of operations of Contigo subsequent to June 16, 2000 in our
statements of operations. This acquisition was accounted for using the purchase
method of accounting and we recorded $80.5 million of goodwill and other
intangible assets in the quarter ending June 30, 2000, which we are amortizing
over a period of three years. For the three and six months ended June 30, 2001,
amortization expense pertaining to goodwill and other intangible assets was $6.6
million and $13.3 million, respectively. To the extent we do not generate
sufficient cash flow to recover the amount of the investment recorded, the
investment may be considered impaired and could be subject to earlier write-off.
In July 2001, the Financial Accounting Standards Board issued two pronouncements
that affect business combinations going forward and amortization of goodwill and
other intangible assets for previously recorded business combinations. As a
result of this new guidance, effective January 1, 2002 we will no longer be
recording amortization on our acquired goodwill. SFAS 142 requires a different
method of determining impairment than is currently being used by the Company.
The effect of this change on the financial statements of the Company has not yet
been determined.

         Prior to our restructuring in January 2001, we derived revenue from
services other than our Webconferencing and Collaboration services, including
our Webcasting and Talking Email services. In 2001 and in the foreseeable
future, we expect that substantially all of our revenue will be attributable to
our Webconferencing and Collaboration services. Webconferencing and
Collaboration services represented 93% and 99% of our total revenue for the
three months ended March 31, 2001 and June 30, 2001, respectively. The following
describes how we recognize revenue for the services that we offered in the first
and second quarter of 2001.

         o        Webconferencing Revenue. Revenue for our Webconferencing
                  service is based upon the actual time that each participant is
                  logged onto a phone or Web conference. Similarly, a customer
                  is charged a per-minute, per-user fee for each participant
                  listening and viewing a live or recorded Web cast. In
                  addition, we charge customers a one-time fee to upload visuals
                  for a Web conference or a recorded Web cast. We recognize
                  revenue from our Webconferencing services as soon as a call or
                  Web cast is completed.


                                      11.
<PAGE>   12

         o        Collaboration Revenue. Revenue for our Collaboration service
                  is derived from either a concurrent user and usage fee in
                  addition to event fees or, in more limited cases, a software
                  license fee. Revenue from concurrent user fees is recognized
                  monthly regardless of usage, while usage fees are based upon
                  either monthly connections or minutes used. Event fees are
                  generally hourly charges that are recognized as the events
                  take place. Revenue from software license agreements is
                  recognized upon shipment of the software when all the
                  following criteria have been met: persuasive evidence of an
                  arrangement exists; delivery has occurred; the fee is fixed or
                  determinable; collectibility is probable; and evidence is
                  available for the fair value of all undelivered elements.

         o        Webcasting Revenue. Prices and specific service terms are
                  usually negotiated in advance of service delivery. We
                  recognize revenue from live event streaming when the content
                  is broadcast over the Internet. We recognize revenue from
                  encoding recorded content when the content becomes available
                  for viewing over the Internet. We recognize revenue from
                  pre-recorded content hosting ratably over the hosting period.

         o        Talking Email Revenue. Prices and specific service terms are
                  negotiated in advance of service delivery. We recognize
                  revenue, including any setup fees, ratably over the life of
                  the contract.

         Our cost of revenue consists primarily of telecommunication expenses,
depreciation of network and data center equipment, Internet access fees and fees
paid to network providers for bandwidth, equipment maintenance contract
expenses, compensation and benefits for operations personnel and allocated
overhead. Our telecommunication expenses are variable and directly correlate to
the use of our services. Our depreciation, Internet access and bandwidth
expenses, equipment maintenance expenses and compensation expenses generally
increase as we increase our capacity and build our infrastructure. We expect a
decreasing need for large-scale capital expenditures, thereby reducing the
increases in depreciation, Internet access and bandwidth expenses in the near
term. We expect our capacity and infrastructure will accommodate our revenue
projections through the second quarter of 2002.

         We incur sales and marketing expenses that consist primarily of the
salaries, commissions and benefits for our sales and marketing personnel,
consulting fees, remote sales offices expenses, advertising and promotion
expenses and allocated overhead. In the fourth quarter of 2000 and continuing
into the first quarter of 2001 we streamlined our sales force, renegotiated
certain sales and marketing commitments and consolidated certain remote sales
offices, and as a result, we expect sales and marketing expenses to decrease in
the near term.

         We incur research and development expenses that consist primarily of
salaries and benefits for research and development personnel, consulting fees
and allocated overhead. We expense research and development costs as they are
incurred, except for certain capitalized costs associated with internally
developed software. We expect to continue to make investments in research and
development and anticipate that these expenses will remain relatively flat in
absolute dollars, however, we expect them to decrease as a percentage of revenue
over time.

         We incur general and administrative expenses that consist primarily of
expenses related to finance, human resources, administrative and general
management activities, including legal, accounting and other professional fees,
in addition to other general corporate expenses. We expect general and
administrative expenses to remain relatively flat in terms of absolute dollars,
however, we expect them to decrease as a percentage of revenue over time.

         Amortization of intangible assets consists of amortization of
intangible assets acquired in business combinations, including goodwill. In
connection with the Contigo acquisition and as a result of the change in
accounting for goodwill, 2001 will be the final year in which we record goodwill
amortization. We expect to record a total of $26.5 million of goodwill
amortization in 2001.











                                      12.

<PAGE>   13

         Since our inception, we have used stock-based compensation for
employees and members of our board of directors to attract and retain strong
business and technical personnel. During the three and six months ended June 30,
2001 we recorded $0.4 and $0.9 million of deferred stock option compensation,
respectively, and we expensed $1.0 and $1.5 million, respectively, related to
stock-based compensation. Additionally, as a result of reductions in our
workforce, we reversed $4.5 and $0.5 million of deferred stock option
compensation related to the cancellation of unvested stock options in the first
and second quarters of 2001, respectively. Stock-based compensation amounts are
based on the excess of the fair value of our common stock on the date of grant
or sale over the option exercise price or stock purchase price. Compensation
expense related to stock options is amortized over the vesting period of the
options, which range from one to four years. We expect to incur stock-based
compensation expense of approximately $2.8 million in 2001, $2.2 million in
2002, $1.5 million in 2003 and $0.1 million in 2004 for common stock issued or
stock options awarded through June 30, 2001 under our stock compensation plans.

         We evaluate operating performance based on several factors, including
our primary financial measure of loss before non-cash amortization of intangible
assets and other charges. Consistent with our increased focus on controlling
capital spending, we measure operating performance after charges for
depreciation. This analysis eliminates the effects of considerable amounts of
non-cash amortization of intangible assets recognized in business combinations
accounted for by the purchase method, stock based compensation and other
charges.

         The calculation of loss per share before amortization and other
charges, which excludes preferred stock dividends and accretion, is as follows:

<Table>
<Caption>

                                                                         THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                                                         ---------------------------     -------------------------
                                                                              2000         2001            2000           2001
                                                                          ----------     ----------     ----------     ----------
<S>                                                                       <C>            <C>            <C>            <C>
Net loss .............................................................    $  (21,690)    $  (12,932)    $  (39,038)    $  (30,913)


Add: Amortization of goodwill and other intangible assets ............         1,118          6,626          1,118         13,252
Add: Stock-based compensation expense ................................         1,434          1,037          5,615          1,433
Add: Loss on sale of investment ......................................            --             --             --          1,195
Add: Asset impairment charges ........................................            --          2,794             --          2,794
(Less) Add:  Restructuring  charges and contract termination expenses,
   net of restructuring reserve adjustment ...........................            --         (1,326)            --          1,255
                                                                          ----------     ----------     ----------     ----------
Loss before amortization and charges .................................    $  (19,138)    $   (3,801)    $  (32,305)    $  (10,984)
                                                                          ==========     ==========     ==========     ==========
</Table>

         Loss before amortization and charges should be considered in addition
to, not as a substitute for, net loss attributable to common stockholders and
other measures of financial performance reported in accordance with generally
accepted accounting principles. Loss before amortization and charges is a
measure of operating performance and liquidity that is commonly reported and
widely used by analysts, investors and other interested parties because it
eliminates significant non-cash charges and other charges to earnings. However,
loss before amortization and charges as used by us may not be comparable to
similarly titled measures reported by other companies.



                                      13.
<PAGE>   14
RESULTS OF OPERATIONS

         REVENUE. Total revenue increased by $6.2 million from $2.9 million for
the three months ended June 30, 2000 to $9.1 million for the three months ended
June 30, 2001. Total revenue increased by $13.3 million from $4.8 million for
the six months ended June 30, 2000 to $18.1 million for the six months ended
June 30, 2001. The increase was primarily due to increased customer account
penetration and the addition of new customers of our Webconferencing service. In
addition, as a result of the acquisition of Contigo Software, Inc., we first
reported revenue from our Collaboration service beginning in June 2000. As part
of the restructuring announced in January 2001, we indicated our intent to
primarily focus on our core service offerings of Webconferencing and
Collaboration. Accordingly, Webcasting and Talking Email generated a minimal
amount of revenue in the second quarter of 2001 as we satisfied legacy
commitments made to customers. It is anticipated that the second quarter of 2001
will be the final quarter in which revenue is generated from these services.

         COST OF REVENUE. Cost of revenue increased $2.1 million from $3.5
million for the three months ended June 30, 2000 to $5.6 million for the three
months ended June 30, 2001. Cost of revenue increased $5.7 million from $6.1
million for the six months ended June 30, 2000 to $11.8 million for the six
months ended June 30, 2001. Depreciation expense remained flat and increased
$0.5 million for the three and six months ended June 30, 2001 over the
respective periods in 2000 as we built out our data operation centers in both
Boulder and Louisville, Colorado over the course of 2000 and primarily in the
second quarter of 2000. Telecommunication costs and Internet access costs
increased $2.0 million in the second quarter of 2001 and $4.0 million in the six
months ended June 30, 2001 over the respective periods in 2000 as we incurred
phone charges consistent with increased use of our Webconferencing service and
also increased our bandwidth to accommodate additional growth in our business.
Salaries and payroll related expenses increased $0.2 million in the second
quarter of 2001 and $0.5 million in the six months ended June 30, 2001 over the
respective periods in 2000 as we hired technical support, consulting and
training personnel to provide support services to our customers. Maintenance
expense remained flat in the second quarter of 2001 and increased $0.5 million
in the six months ended June 30, 2001 over the respective periods in 2000 due
primarily to maintenance agreements that cover equipment located in our data
operation facility.

         SALES AND MARKETING. Sales and marketing expense decreased $10.9
million from $15.4 million for the three months ended June 30, 2000 to $4.5
million for the three months ended June 30, 2001. Sales and marketing expense
decreased $15.2 million from $26.4 million for the six months ended June 30,
2000 to $11.2 million for the six months ended June 30, 2001. Expenses related
to advertising and promotion decreased $7.1 million in the second quarter of
2001 and $12.9 million in the six months ended June 30, 2001 over the respective
periods in 2000 as we reduced our advertising in anticipation of our name change
which took place in the second quarter of 2001. In the first and second quarters
of 2001 we incurred $0.3 and $0.6 million, respectively, in expenses related to
our name change. Salaries, commissions and payroll related expenses decreased
$2.7 and $2.2 million for the three and six months ended June 30, 2001 over the
three and six months ended June 30, 2000 primarily related to the reduction in
sales force as a result of the Company's restructuring which took place in the
first quarter of 2001. The remainder of the expenses that decreased for the
three and six months ended June 30, 2001 over the three and six months ended
June 30, 2000 are recruiting, travel, outside services and trade show related
expenditures. Bad debt expense increased $0.3 million in the second quarter of
2001 and $0.4 million in the six months ended June 30, 2001 over respective
periods in 2000 related to incremental charges to our bad debt reserve as our
revenue increases.

         RESEARCH AND DEVELOPMENT. Research and development expense decreased
$0.6 million from $1.8 million for the three months ended June 30, 2000 to $1.2
million for the three months ended June 30, 2001. Research and development
expense decreased $0.2 million from $2.9 million for the six months ended June
30, 2000 to $2.7 million for the six months ended June 30, 2001. Personnel and
payroll related expenses decreased $0.4 million for the three months ended June
30, 2001 as compared with the three months ended June 30, 2000 primarily as a
result of the delayed impact our restructuring, announced in January 2001, had
on research and development. Payroll and payroll related expenses increased $0.1
million for the six months ended June 30, 2001 as compared with the six months
ended June 30, 2000 as a result of the number of personnel we employed in the
first quarter of 2001. The remainder of the decrease for the three and six
months ended June 30, 2001 is explained by $0.1 and $0.3 million decreases in
outside services.

         GENERAL AND ADMINISTRATIVE. General and administrative expense
decreased $0.2 million from $2.0 million for the three months ended June 30,
2000 to $1.8 million for the three months ended June 30, 2001. Expenses for
legal fees, recruiting, and travel decreased $0.2, $0.1 and $0.1 million,
respectively, in the second quarter of 2001 as compared with the second quarter
of 2000. Expenses for director's and officer's liability insurance and
consulting fees increased $0.1 and $0.2 million, respectively, in the second
quarter of 2001 as compared with

                                      14.

<PAGE>   15
the second quarter of 2000 primarily for expenses associated with being a
public company. General and administrative expense increased $0.8 million from
$3.2 million for the six months ended June 30, 2000 to $4.0 million for the six
months ended June 30, 2001. The increase is primarily due to an increase in
personnel and payroll related expenses, insurance premiums associated with our
director's and officer's liability insurance, an increase in allocated
depreciation related to the increase in property and equipment and an increase
in consulting fees.

         AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS. Amortization of
goodwill and other intangible assets was $6.6 and $13.3 million for the three
and six months ended June 30, 2001 as result of our acquisition of Contigo in
June 2000. In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 142, "Goodwill and Other
Intangible Assets." We will continue to record amortization of goodwill through
December 31, 2001 and upon adoption of this pronouncement on January 1, 2002 we
will no longer be required to amortize our goodwill. We will, however, continue
to review our intangible assets for impairment on an on-going basis.

         STOCK-BASED COMPENSATION EXPENSE. Stock-based compensation expense
decreased $0.4 million from $1.4 million for the three months ended June 30,
2000 to $1.0 million for the three months ended June 30, 2001. Stock-based
compensation expense decreased $4.2 million from $5.6 million for the six months
ended June 30, 2000 to $1.4 million for the six months ended June 30, 2001.
Prior to our initial public offering, options and stock purchase rights were
granted at less than the estimated initial public offering price resulting in
deferred compensation charges, which are being recognized over vesting periods
ranging from three to four years. During the three and six months ended June 30,
2001 we recorded $0.4 and $0.9 million of deferred stock option compensation,
respectively, and during the three and six months ended June 30, 2001 we
expensed $1.0 and $1.5 million related to stock-based compensation,
respectively. Additionally, as a result of reductions in our workforce, we
reversed $4.5 and $0.5 million of deferred stock option compensation related to
the cancellation of unvested stock options in the first and second quarters of
2001, respectively.

         INVESTMENT IN EVOKE COMMUNICATIONS, B.V. We have previously recorded
losses that have reduced the Company's investment in Evoke Communications Europe
to zero. We have no obligations to fund future operating losses of Evoke
Communications Europe. We have advanced Evoke Communications Europe
approximately $4.3 million, after foreign currency adjustments, that is
reflected in the balance sheet in long term assets as due from affiliate. We
will continue to report our share of equity method losses in the statement of
operations to the extent of and as an adjustment to our adjusted basis of the
amount due from affiliate based on the change in our claim on the Evoke
Communications Europe net book value. Independent of this calculation, the
Company also assessed whether the amount due from this affiliate note was
impaired as of June 30, 2001. The Company's receivable from Evoke Communications
Europe was not impaired as of June 30, 2001, and, as a result, the Company did
not record a loss or impairment in the second quarter of 2001. However, Evoke
Communications, B.V. is not generating positive cash flow and is incurring
losses and is not projecting to be cash flow positive or profitable in the near
term. As a result, if operations continue as forecasted, we anticipate recording
impairment charges against the amount due from this affiliate note in the near
term.

         ASSET IMPAIRMENT CHARGES. In the second quarter of 2001 we performed a
strategic review of our fixed assets and adopted a plan to dispose of excess
equipment. We expect that the sale and disposal of the assets will be completed
in 2001. In connection with the plan of disposal, we determined that the
carrying values of some of the underlying assets exceeded their fair values,
and, as a result, we recorded an impairment loss of $2.7 million. In addition,
we wrote off approximately $0.1 million in intangible assets primarily related
to trademarks associated with our previous name.

         RESTRUCTURING CHARGES. In the fourth quarter of 2000 we began an
assessment of our cost structure and in December 2000, our Board of Directors
approved a plan of restructuring, which was announced in January 2001. Our
efforts were directed toward our core service offerings, Webconferencing and
Collaboration, which also included reductions of non-core services.
Additionally, in connection with streamlining operations, we refocused our
marketing strategy, reduced our workforce and closed several leased office
facilities. In connection with actions taken to streamline operations, we
recorded restructuring charges in the first quarter of 2001 of $0.8 million. In
the second quarter of 2001 we incurred severance charges of $0.1 million and
incurred a favorable restructuring reserve adjustment of $1.4 million primarily
due to successfully leasing several remote offices with terms more favorable
than originally anticipated, and also consummated an early termination
settlement of a contract cancellation charge. Remaining balances in our
restructuring reserve at June 30, 2001 total $1.9 million and principally relate
to lease and other contract cancellation costs, which will be relieved as
payments are made. The remaining balances may be adjusted as we continue in our
efforts to sublease our remaining seven remote sales offices.

         CONTRACT TERMINATION CHARGES. In March of 2001, we agreed to terminate
a software license agreement. In connection with the termination, we incurred a
charge of approximately $1.8 million, primarily related to the unamortized cost
of the software license. Additionally, as part of the consideration to terminate
the license agreement, we returned an investment in the software company's
common stock, which resulted in the recognition of an additional realized loss
of $1.2 million on the investment, which is reflected in Other Income (Expense)
as noted below.

                                      15.
<PAGE>   16

         OTHER INCOME (EXPENSE). Interest income decreased $0.4 million from
$0.8 million for the three months ended June 30, 2000 to $0.4 million for the
three months ended June 30, 2001. Interest income decreased $0.9 million from
$1.8 million for the six months ended June 30, 2000 to $0.9 million for the six
months ended June 30, 2001. The decrease was related to higher cash balances in
2000 compared to 2001 due to the private equity financing we completed in the
fourth quarter of 1999 and first quarter of 2000 that was utilized in operations
over the course of 2000 and into 2001. Interest expense remained flat at $0.1
million for the quarters ended June 30, 2000 and 2001 and at $0.2 million for
the six months ended June 30, 2000 and 2001.



                                      16.
<PAGE>   17




LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 2001, cash and cash equivalents were $30.2 million, a
decrease of $13.1 million compared with cash and cash equivalents held as of
December 31, 2000. Net cash expended in the second quarter of 2001 was $4.2
million.

         Net cash used in operations was $33.9 and $10.9 million for the six
months ended June 30, 2000 and 2001, respectively. This decrease was the result
of our restructuring and cost containment initiatives and an increase in revenue
and related cash collections. We expect cash flows from operating activities to
be negative at least through the end of 2001 and we expect cash flow from
operations to be positive by the first quarter of 2002.

         Net cash used by investing activities was $22.2 and $1.4 million for
the six months ended June 30, 2000 and 2001, respectively. Net cash used by
investing activities in 2000 primarily related to capital expenditures for
equipment and software used in our data operations center from which we operate
our Internet communication platform, and the purchase of stock in a company from
which we licensed software. Net cash used by investing activities in 2001
primarily related to capital expenditures for equipment upgrades and
enhancements. Capital expenditures decreased significantly in the first two
quarters of 2001 from 2000 and we expect capital expenditures to continue to
decrease in 2001 from comparable periods in 2000.

         Net cash provided by financing activities was $5.2 million for the six
months ended June 30, 2000 and net cash used by financing was $0.7 million for
the six months ended June 30, 2001. Cash provided by financing activities in
2000 was primarily from the sale of our Series E preferred stock and the sale of
common stock, net of payments made under our debt financing arrangements. Cash
used by financing activities in 2001 was primarily due to payments made under
our debt financing arrangements.

         As of June 30, 2001, we had approximately $1.6 million in total debt
obligations outstanding, of which approximately $1.2 million was current.

         We also receive funds from time to time from the exercise of options or
similar rights to purchase shares of our common stock. We have no other material
external sources of liquidity.

         As of June 30, 2001, our purchase commitments for bandwidth usage and
telephony services were approximately $24.9 million and will be expended over
the next five years. Some of these agreements may be amended to either increase
or decrease the minimum commitments during the lives of the contract.

         We lease office facilities under various operating leases that expire
through 2009. A large number of these facilities are satellite sales offices
that typically average 3,000 square feet. Total future minimum lease payments,
under all operating leases, as of June 30, 2001 approximate $14.8 million. We
are in the process of attempting to sublease or otherwise minimize our
commitment with respect to seven offices, and to the extent we are successful in
subleasing or otherwise relieving ourselves of the lease obligations, these
facility lease commitments, net of any subleases, will decrease. In the second
quarter of 2001, we were successful in terminating two facility leases, thereby
relieving ourselves of any future obligation, and we were successful in
subleasing three facilities.

         We expect that existing cash resources and the net proceeds from our
initial public offering will be sufficient to fund our anticipated working
capital and capital expenditure needs for at least the next twelve months. If
cash generated from operations is insufficient to satisfy our liquidity
requirements, we may seek to sell additional public or private equity securities
or obtain additional debt financing. Additional financing may not be available
at all or, if available, may not be obtainable on terms favorable to us. If we
are unable to obtain additional financing, we may be required to reduce the
scope of our planned technology and product development and sales and marketing
efforts, which could harm our business, financial condition and operating
results. Additional financing may also be dilutive to our existing stockholders.



                                      17.
<PAGE>   18




ADDITIONAL RISK FACTORS THAT MAY AFFECT OUR OPERATING RESULTS AND THE MARKET
PRICE OF OUR COMMON STOCK

         You should carefully consider the risks described below. The risks and
uncertainties described below are not the only ones we face. If any of the
following risks actually occur, our business, financial condition or results of
operations could be materially and adversely affected. In that case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.

WE HAVE A HISTORY OF LOSSES, WE EXPECT SIGNIFICANT CONTINUING LOSSES AND WE MAY
NEVER ATTAIN PROFITABILITY.

         If we do not achieve or sustain profitability in the future, we may be
unable to continue our operations. Our operating costs have exceeded our
revenues in each quarter since our inception in April 1997. We have incurred
cumulative net losses of approximately $146.7 million from our inception through
June 30, 2001 and we anticipate significant net losses through at least 2002.
Our revenues may not continue to grow and we may not achieve or maintain
profitability in the future. In addition, we expect to incur significant sales
and marketing, research and development, general and administrative and goodwill
amortization expenses in the future. Accordingly, we must significantly increase
our revenue to achieve and maintain profitability and to continue our
operations.

WE HAVE A LIMITED OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR
BUSINESS.

          We have a limited operating history and you should not rely on our
recent results as an indication of our future performance. We were incorporated
in April 1997 and first recorded revenue in January 1998. We only began
commercially offering our flagship Webconferencing service in April 1999 and our
Collaboration service since our acquisition of Contigo Software, Inc. in June
2000. In January 2001, we restructured our company to focus solely on these
services. In connection with this restructuring, we made significant changes to
our services and growth strategies, our sales and marketing plans, and other
operational matters, including a significant reduction in our employee base. As
a result, we have a limited relevant operating history and it may be difficult
to evaluate an investment in our company, and we cannot be certain that our
business model and future operating performance will yield the results that we
intend. In addition, the rapidly changing nature of the Web conferencing and
collaboration services market makes it difficult or impossible for us to predict
future results, and you should not expect our future revenue growth to equal or
exceed our recent growth rates. Our business strategy may be unsuccessful and we
may be unable to address the risks we face in a cost-effective manner, if at
all.

WE MAY FAIL TO MEET MARKET EXPECTATIONS BECAUSE OF FLUCTUATIONS IN OUR QUARTERLY
OPERATING RESULTS, WHICH WOULD CAUSE OUR STOCK PRICE TO DECLINE.

          As a result of our limited operating history, increased competition,
the rapidly changing market for our services and the other risks described in
this section, our quarterly operating results have varied significantly from
period to period in the past and are likely to continue to vary significantly in
future periods. For example, our quarterly net loss ranged between $12.9 million
and $33.3 million in the four quarters ended June 30, 2001. Our quarterly
revenues ranged between $5.6 million and $9.1 million in the four quarters ended
June 30, 2001. Many of the factors that may cause fluctuations in our quarterly
operating results are beyond our control, such as increased competition and
market demand for our services. As a result of these factors and other risks
described in this section, our quarterly operating results are difficult to
predict and may not meet the expectations of securities analysts or investors.
If this occurs, the price of our common stock would decline.

          Additionally, we expect our results will fluctuate based on seasonal
sales patterns. Our operating results have shown decreases in the use of our
Webconferencing service around the Spring, Thanksgiving, Christmas and New Year
holidays. We expect that our revenues during these holiday seasons and during
the summer vacation period will not grow at the same rates as compared to other
periods of the year because of decreased use of our services by business
customers.



                                      18.
<PAGE>   19




WE DEPEND ON SINGLE SOURCE SUPPLIERS FOR KEY COMPONENTS OF OUR INFRASTRUCTURE,
THE LOSS OF WHICH COULD CAUSE SIGNIFICANT DELAYS AND COSTS IN PROVIDING SERVICES
TO OUR EXISTING AND PROSPECTIVE CUSTOMERS.

         We purchase key components of our telephony hardware infrastructure
from a single supplier. Any extended reduction, interruption or discontinuation
in the supply of these components would cause significant delays and costs in
providing services to our existing and prospective customers. These components
form the basis of our audio conferencing infrastructure, upon which the majority
of our services rely. In order to continue to expand our infrastructure
capacity, we must purchase additional components from this supplier. Because we
do not have any guaranteed supply arrangements with this supplier, it may
unilaterally increase its prices for these components, and as a result, we could
face higher than expected operating costs and impaired operating results. In
addition, this supplier could cease supplying us with these components. We could
also experience difficulties in obtaining alternative sources on commercially
reasonable terms, if at all, or in integrating alternative components into our
technology platform if our single source ceased supplying us with these
components. We also rely on a single supplier for the majority of our storage
hardware, which store critical operations data and maintain the reliability of
our services. If we are required to find alternative sources for such equipment,
we may experience difficulty in integrating them into our infrastructure.

A HIGH PERCENTAGE OF OUR REVENUE IS ATTRIBUTABLE TO REPEAT CUSTOMERS, NONE OF
WHOM ARE OBLIGATED TO CONTINUE TO USE OUR SERVICES. THE FAILURE OF CONTINUED USE
OF OUR SERVICES BY EXISTING CUSTOMERS COULD HARM OUR OPERATING RESULTS AND CAUSE
OUR STOCK PRICE TO DECLINE.

         A high percentage of our revenue is attributable to repeat customer
usage of our services. Our customers are not obligated to continue to use our
services as we provide our services largely on a usage-based model. As a result,
the failure of repeat customer usage, or our inability to retain existing
customers and sustain or increase their usage of our services could result in
lower than expected revenue, and therefore, harm our ability to become
profitable and cause our stock price to decline. In addition, because our
customers have no continuing obligations with us, we may face increased downward
pricing pressure that could cause a decrease in our gross margins. Our customers
depend on the reliability of our services and we may lose a customer if we fail
to provide reliable services for even a single communication event.

OUR VIRTUAL MEETING SERVICES WILL NOT GENERATE SIGNIFICANT REVENUE IF BUSINESSES
DO NOT SWITCH FROM TRADITIONAL TELECONFERENCING AND COMMUNICATION SERVICES TO
WEB CONFERENCING AND COLLABORATION SERVICES.

         If businesses do not switch from traditional teleconferencing and
communication services, our Webconferencing and Collaboration services will not
generate significant revenue. Businesses that have already invested substantial
resources in traditional or other methods of communication may be reluctant to
adopt new Web conferencing and collaboration services. If sufficient demand for
our services does not develop, we will have difficulty selling our services and
generating significant increases in revenue. As a result, we would not achieve
or sustain profitability and the price of our common stock would decline. Growth
in revenue from our Webconferencing service will depend in part on a significant
increase in the number of customers using the Web-based features of this service
in addition to its traditional conferencing features. In the first six months of
2001, only a small percentage of our customers of this service used the Web in
this way.

THE GROWTH OF OUR BUSINESS SUBSTANTIALLY DEPENDS ON OUR ABILITY TO SUCCESSFULLY
DEVELOP AND INTRODUCE NEW SERVICES AND FEATURES IN A TIMELY MANNER.

         Our growth depends on our ability to develop leading-edge Web and phone
conferencing services and features. For example, we released our Mobile
Webconferencing service, a wireless Web conferencing service, for commercial
use, and during the first and second quarters continued to integrate the
advanced Web collaboration tools we acquired from Contigo into our platform. We
may not successfully identify, develop and market these and other new services
and features in a timely and cost-effective manner. If the services and features
we develop fail to achieve widespread market acceptance or fail to generate
significant revenues to offset development costs, our net losses will increase
and we may not be able to achieve or sustain profitability. In addition, our
ability to introduce new services and features may depend on us acquiring
technologies or forming relationships with third parties and we may be unable to
identify suitable candidates or come to terms acceptable to us for any such
acquisition or relationship. We may not successfully alter the design of our
systems to quickly integrate new technologies.



                                      19.
<PAGE>   20




         In addition, we have experienced development delays and cost overruns
in our development efforts in the past and we may encounter these problems in
the future. Delays and cost overruns could affect our ability to respond to
technological changes, evolving industry standards, competitive developments or
customer requirements.


COMPETITION IN THE WEB CONFERENCING AND COLLABORATION SERVICES MARKET IS INTENSE
AND WE MAY BE UNABLE TO COMPETE SUCCESSFULLY.

         The market for Web conferencing and collaboration services is
relatively new, rapidly evolving and intensely competitive. Competition in our
market will continue to intensify and may force us to reduce our prices, or
cause us to experience reduced sales and margins, loss of market share and
reduced acceptance of our services.

         Many of our current and potential competitors have larger and more
established customer bases, longer operating histories, greater name
recognition, broader service offerings, more employees and significantly greater
financial, technical, marketing, public relations and distribution resources
than we do. As a result, these competitors may be able to spread costs across
diversified lines of business, and therefore, adopt aggressive strategies, such
as pricing structures and marketing campaigns, that reduce our ability to
compete effectively. Telecommunication providers, for example, enjoy lower
per-minute long distance costs as a result of their ownership of the underlying
telecommunication network. We expect that many more companies will enter this
market and invest significant resources to develop Web conferencing and
collaboration services. These current and future competitors may also offer or
develop products or services that perform better than ours.

         In addition, the Internet industry has recently experienced substantial
consolidation and a proliferation of strategic transactions. We expect this
consolidation and strategic partnering to continue. Acquisitions or strategic
partnerships involving our current and potential competitors could harm us in a
number of ways. For example:

         o        competitors could acquire or partner with companies with which
                  we have distribution relationships and discontinue our
                  partnership, resulting in the loss of distribution
                  opportunities for our services;

         o        a competitor could be acquired by or enter into a strategic
                  relationship with a party that has greater resources and
                  experience than we do, thereby increasing the ability of the
                  competitor to compete with our services; or

         o        a competitor could acquire or partner with one of our key
                  suppliers.


IF WE FAIL TO OFFER COMPETITIVE PRICING, WE MAY NOT BE ABLE TO ATTRACT AND
RETAIN CUSTOMERS.

         Because the Web conferencing and collaboration market is relatively new
and still evolving, the prices for these services are subject to rapid and
frequent changes. In many cases, businesses provide their services at
significantly reduced rates, for free or on a trial basis in order to win
customers. Due to competitive factors and the rapidly changing marketplace, we
may be required to significantly reduce our pricing structure, which would
negatively affect our revenues, margins and our ability to achieve or sustain
profitability.

OUR FAILURE TO MANAGE GROWTH COULD CAUSE SUBSTANTIAL INCREASES IN OUR OPERATING
COSTS AND HARM OUR ABILITY TO ACHIEVE PROFITABILITY AND, THEREFORE, DECREASE THE
VALUE OF OUR STOCK.

         Despite our recent restructuring in January 2001, which resulted in,
among other things, a significant reduction in the size of our workforce, we
have rapidly expanded since inception, and will continue to expand our
operations and infrastructure. This expansion has placed, and will continue to
place, a significant strain on our managerial, operational and financial
resources, particularly as a result of our recent downsizing, and we may not
effectively manage this growth. Rapidly expanding our business would require us
to invest significant amounts of capital in our operations and resources, which
would substantially increase our operating costs. As a result, our failure to
manage our growth effectively could cause substantial increases in our operating
costs without corresponding increases in our revenue, thereby harming our
ability to achieve or sustain profitability. Also, our management may have to
divert a disproportionate amount of its attention away from our day-to-day
activities and devote a substantial amount of time managing growth. In order to
rapidly expand our business we may need to raise additional funds. Any future
financing we require may not be available on a timely basis, in sufficient
amounts or on terms acceptable to us. If we cannot obtain adequate funds, we may
not be able to compete effectively.


                                      20.
<PAGE>   21

         Additionally, our rapid growth requires us to order equipment, some of
which has substantial development and manufacturing lead times. If we do not
order equipment in a timely and efficient manner in order to support our growth,
we may not have enough capacity to support the demand for our services and the
delivery of our services may be interrupted. As a result, our operating results
and reputation would be materially harmed, which could negatively affect our
stock price.


OUR CURRENT AND ANY ADDITIONAL INTERNATIONAL EXPANSION, INCLUDING OUR JOINT
VENTURE WITH @VISO LIMITED, MAY NOT BE SUCCESSFUL, WHICH COULD HARM OUR STRATEGY
TO EXPAND INTERNATIONALLY AND CAUSE OUR OPERATING LOSSES TO INCREASE.

         We have expanded into international markets and spent significant
financial and managerial resources to do so. In particular, we recently formed a
joint venture European subsidiary with @viso Limited, a European-based venture
capital firm, to expand our operations to continental Europe and the United
Kingdom. This joint venture may not be successful, which would harm our strategy
to expand internationally, and we may not realize any value from the costs
associated with starting up this venture. Currently, this joint venture
subsidiary is not generating positive cash flow and is incurring losses and is
not projecting to be cash flow positive or profitable in the near term. As a
result, if operations continue as forecasted, we anticipate recording
significant asset impairment charges in the near term. In addition, we may be
required to expend significant costs, resources and time, if this joint venture
is not successful. As a result, our operating results would be harmed and we may
not achieve or sustain profitability, thereby causing our stock price to
decline.

         If we continue to expand internationally, we would be required to spend
additional financial and managerial resources that may be significant. We have
no experience in international operations and may not be able to compete
effectively in international markets. We face certain risks inherent in
conducting business internationally, such as:

         o        difficulties in establishing and maintaining distribution
                  channels and partners for our services;

         o        varying technology standards from country to country;

         o        uncertain protection of intellectual property rights;

         o        inconsistent regulations and unexpected changes in regulatory
                  requirements;

         o        difficulties and costs of staffing and managing international
                  operations;

         o        fluctuations in currency exchange rates;

         o        linguistic and cultural differences;

         o        difficulties in collecting accounts receivable and longer
                  collection periods;

         o        imposition of currency exchange controls; and

         o        potentially adverse tax consequences.

         In addition, our expansion into international markets may require us to
develop specific technology that will allow our current systems to work with
international telephony systems. We may not develop this technology in a timely
manner, in a way to prevent service disruptions or at all.

WE MAY ACQUIRE OTHER BUSINESSES, FORM JOINT VENTURES AND MAKE INVESTMENTS IN
OTHER COMPANIES THAT COULD NEGATIVELY AFFECT OUR OPERATIONS AND FINANCIAL
RESULTS AND DILUTE EXISTING STOCKHOLDERS.

         The pursuit of additional business relationships through acquisitions,
joint ventures, or other investment prospects may not be successful, and we may
not realize the benefits of any acquisition, joint venture, or other investment.



                                      21.
<PAGE>   22




         We have limited experience in acquisition activities and may have to
devote substantial time and resources in order to complete acquisitions. There
may also be risks of entering markets in which we have no or limited prior
experience. Further, these potential acquisitions, joint ventures and
investments entail risks, uncertainties and potential disruptions to our
business. For example, we may not be able to successfully integrate a company's
operations, technologies, products and services, information systems and
personnel into our business. An acquisition may further strain our existing
financial and managerial controls, and divert management's attention away from
our other business concerns. There may also be unanticipated costs associated
with an acquisition that may harm our operating results and key personnel may
decide not to work for us. These risks could harm our operating results and
cause our stock price to decline.

         In addition, if we were to make any acquisitions, we could:

         o        issue equity securities that would dilute our stockholders;

         o        incur debt;

         o        assume unknown or contingent liabilities; or

         o        experience negative effects on our reported results of
                  operations.

OUR WEBCONFERENCING SERVICE MAY BECOME SUBJECT TO TRADITIONAL TELECOMMUNICATIONS
CARRIER REGULATION BY FEDERAL AND STATE AUTHORITIES, WHICH WOULD INCREASE THE
COST OF PROVIDING OUR SERVICES AND MAY SUBJECT US TO PENALTIES.

         We believe our Webconferencing service is not subject to regulation by
the Federal Communications Commission or any state public service commission
because the services integrate traditional voice teleconferencing and added
value Internet services. The FCC and state public service commissions, however,
may require us to submit to traditional telecommunications carrier regulations
for our Webconferencing service under the Communications Act of 1934, as
amended, and various state laws or regulations as a provider of
telecommunications services. If the FCC or any state public service commission
seeks to enforce any of these laws or regulations against us, we could be
prohibited from providing the voice aspect of our Webconferencing service until
we have obtained various federal and state licenses and filed tariffs. We
believe we would be able to obtain those licenses, although in some states,
doing so could significantly delay our ability to provide services. We also
would be required to comply with other aspects of federal and state laws and
regulations. Subjecting our Webconferencing service to these laws and
regulations would increase our operating costs, could require restructuring of
those services to charge separately for the voice and Internet components, and
would involve on-going reporting and other compliance obligations. We also might
be subject to fines or forfeitures and civil or criminal penalties for
non-compliance.

OUR BUSINESS WILL SUFFER IF OUR SYSTEMS FAIL OR BECOME UNAVAILABLE.

         A reduction in the performance, reliability or availability of our
systems will harm our ability to distribute our services to our users, as well
as our reputation. Some of our customers have experienced interruptions in our
services in the past due to service or network outages, periodic system upgrades
and internal system failures. Similar interruptions may occur from time to time
in the future. Because our revenue depends largely on the number of users and
the amount of minutes consumed by users, our business will suffer if we
experience frequent or extended system interruptions.

         We maintain our primary data facility and hosting servers at our
headquarters in Louisville, Colorado, and a secondary data facility in Boulder,
Colorado. Our operations depend on our ability to protect these facilities and
our systems against damage or interruption from fire, power loss, water,
telecommunications failure, vandalism, sabotage and similar unexpected events.
In addition, a sudden and significant increase in traffic on our systems or
infrastructure could strain the capacity of the software, hardware and systems
that we use. This could lead to slower response times or system failures. The
occurrence of any of the foregoing risks could cause service interruptions and,
as a result, materially harm our reputation, negatively affect our revenue, and
our ability to achieve or sustain profitability.



                                      22.
<PAGE>   23




IF OUR SECURITY SYSTEM IS BREACHED, OUR BUSINESS AND REPUTATION COULD SUFFER.

         We must securely receive and transmit confidential information over
public networks and maintain that information on internal systems. Our failure
to prevent security breaches could damage our reputation, and expose us to risk
of loss or liability. Our internal systems are accessible to a number of our
employees. Although each of these employees is subject to a confidentiality
agreement, we may be unable to prevent the misappropriation of this information.
Our servers are vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions, which could lead to interruptions, delays or loss of
data. We may be required to expend significant capital and other resources to
ensure adequate encryption and additional technologies to protect against
security breaches or to alleviate problems caused by any breach. If we fail to
provide adequate security measures to protect the confidential information of
our customers, our customers may refrain from using our services, potential
customers may not want to use our services, and as a result, our operating
results would be harmed.

OUR COMPETITORS MAY BE ABLE TO CREATE SYSTEMS WITH SIMILAR FUNCTIONALITY TO OURS
AND THIRD-PARTIES MAY OBTAIN UNAUTHORIZED USE OF OUR INTELLECTUAL PROPERTY.

         The success of our business is substantially dependent on the
proprietary systems that we have developed. To protect our intellectual property
rights, we currently rely on a combination of trademarks, service marks, trade
secrets, copyrights, confidentiality agreements with our employees and third
parties, and protective contractual provisions. We also own two patents relating
to the Web touring feature of our Collaboration service. These measures may not
be adequate to safeguard the technology underlying our Internet communication
services and other intellectual property. Unauthorized third-parties may copy or
infringe upon aspects of our technology, services or other intellectual
property. Other than the patents that we own, our proprietary systems are not
currently protected by any patents and we may not be successful in our efforts
to secure patents for our proprietary systems. Regardless of our efforts to
protect our intellectual property, our competitors and others may be able to
develop similar systems and services without infringing on any of our
intellectual property rights. In addition, employees, consultants and others who
participate in the development of our proprietary systems and services may
breach their agreements with us regarding our intellectual property and we may
not have any adequate remedies. Furthermore, the validity, enforceability and
scope of protection for intellectual property such as ours in Internet-related
industries are uncertain and still evolving. We also may not be able to
effectively protect our intellectual property rights in certain countries. In
addition, our trade secrets may become known through other means not currently
foreseen by us. If we resort to legal proceedings to enforce our intellectual
property rights, the proceedings could be burdensome and expensive and the
outcome could be uncertain.

WE MAY BE SUBJECT TO CLAIMS ALLEGING INTELLECTUAL PROPERTY INFRINGEMENT.

         We may be subject to claims alleging that we have infringed upon third
party intellectual property rights. Claims of this nature could require us to
spend significant amounts of time and money to defend ourselves, regardless of
their merit. If any of these claims were to prevail, we could be forced to pay
damages, comply with injunctions, divert management attention and resources, or
halt or delay distribution of our services while we re-engineer them or seek
licenses to necessary intellectual property, which might not be available on
commercially reasonable terms or at all. As the number of competitors in our
market grows, there is an increased risk that the proprietary systems and
software upon which our services rely may be increasingly subject to third-party
infringement claims.

IF WE DO NOT INCREASE THE CAPACITY OF OUR INFRASTRUCTURE IN EXCESS OF CUSTOMER
DEMAND, CUSTOMERS MAY EXPERIENCE SERVICE PROBLEMS AND CHOOSE NOT TO USE OUR
SERVICES.

         The amount of Webconferencing and Collaboration events we host has
increased significantly. We must continually increase our capacity in excess of
customer demand. To rapidly expand our operations and to add customers requires
a significant increase in the capacity of our infrastructure. If we fail to
increase our capacity, customers may experience service problems, such as busy
signals, improperly routed calls and messages, and slower-than-expected download
times. Service problems such as these would harm our reputation, cause us to
lose customers and decrease our revenue, and therefore our ability to achieve or
sustain profitability. Conversely, if we overestimate our capacity needs, we
will pay for more capacity than we actually use, resulting in increased costs
without a corresponding increase in revenue, which would harm our operating
results.



                                       23.
<PAGE>   24




WE RELY ON THE ADOPTION OF MULTIMEDIA TECHNOLOGY BY CORPORATIONS AND OUR ABILITY
TO TRANSMIT OUR SERVICES THROUGH CORPORATE SECURITY MEASURES.

         In order to adequately access the streaming aspects of our services,
our users generally must have multimedia personal computers with certain
microprocessor requirements, at least 28.8 kbps Internet access, a standard
media player and a sound card. For our Collaboration services, minimum
requirements include a Java-enabled browser and a 56 kbps Internet connection.
If there are significant changes to Internet browsers that make them
incompatible with our Java-based Collaboration service, we may be forced to
modify the software underlying this service, which may affect our ability to
deliver quality service in a timely manner, and our business would be harmed.
Installing and configuring the necessary media components may require technical
expertise that some users do not possess. Furthermore, because of bandwidth
constraints on corporate intranets and concerns about security, some information
systems managers may block reception of media within their corporate
environments. In order for users to receive media over corporate intranets,
security measures and corporate firewalls, information systems managers may need
to reconfigure these intranets, security measures and firewalls. Widespread
adoption of media technology depends on overcoming these obstacles, improving
voice and video quality and educating customers and users in the use of media
technology.


IF ANY OF THE THIRD PARTY SERVICES THAT WE USE BECOME UNAVAILABLE TO US, OUR
SERVICES WOULD BE SUBJECT TO SIGNIFICANT DELAYS AND INCREASED COSTS.

         We rely on third party services, such as Internet access, transport and
long distance providers. These companies may not continue to provide services to
us without disruptions, at the current cost, if at all. The costs associated
with a transition to a new service provider would be substantial. We may be
required to reengineer our systems and infrastructure to accommodate a new
service provider, which would be both expensive and time-consuming. In addition,
in the past, we have experienced disruptions and delays in our services due to
service disruptions from these providers. Any interruption in the delivery of
our services would likely cause a loss of revenue and a loss of customers.


WE ARE SUBJECT TO RISKS ASSOCIATED WITH GOVERNMENTAL REGULATION AND LEGAL
UNCERTAINTIES.

         It is likely that a number of laws and regulations may be adopted in
the United States and other countries with respect to the Internet that might
affect us. These laws may relate to areas such as:

         o        changes in telecommunications regulations;

         o        copyright and other intellectual property rights;

         o        encryption;

         o        personal privacy concerns, including the use of "cookies" and
                  individual user information;

         o        e-commerce liability; and

         o        email, network and information security.

         Changes in telecommunications regulations could substantially increase
the costs of communicating on the Internet. This, in turn, could slow the growth
in Internet use and thereby decrease the demand for our services. Several
telecommunications carriers are advocating that the Federal Communications
Commission regulate the Internet in the same manner as other telecommunications
services by imposing access fees on Internet service providers. Recent events
suggest that the FCC may begin regulating the Internet in such a way. In
addition, we operate our services throughout the United States and state
regulatory authorities may seek to regulate aspects of our services as
telecommunication activities.



                                      24.
<PAGE>   25




         Other countries and political organizations are likely to impose or
favor more and different regulations than those that have been proposed in the
United States, thus furthering the complexity of regulation. The adoption of
such laws or regulations, and uncertainties associated with their validity and
enforcement, may affect the available distribution channels for and costs
associated with our services, and may affect the growth of the Internet. Such
laws or regulations may therefore harm our business.

WE MAY BE SUBJECT TO ASSESSMENT OF SALES AND OTHER TAXES FOR THE SALE OF OUR
SERVICES, LICENSE OF TECHNOLOGY OR PROVISION OF SERVICES, FOR WHICH WE HAVE NOT
ACCOUNTED.

         We may have to pay past sales or other taxes that we have not collected
from our customers. We do not currently collect sales or other taxes on the sale
of our services. Our business would be harmed if one or more states or any
foreign country were to require us to collect sales or other taxes from current
or past sales of services, particularly because we would be unable to go back to
customers to collect sales taxes for past sales and may have to pay such taxes
out of our own funds.

INTERNET-RELATED STOCK PRICES ARE ESPECIALLY VOLATILE AND THIS VOLATILITY MAY
DEPRESS OUR STOCK PRICE.

         The stock market in general, and the stock prices of Internet-related
companies in particular, have experienced extreme price and volume fluctuations.
This volatility is often unrelated or disproportionate to the operating
performance of these companies. Because we are an Internet-related company, we
expect our stock price to be similarly volatile. These broad market and industry
factors may reduce our stock price, regardless of our operating performance.

YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE INHERENTLY
UNCERTAIN.

         This document contains certain forward-looking statements that involve
risks and uncertainties. We use words such as "anticipate," "believe," "expect,"
"future," "intend," "plan" and similar expressions to identify forward-looking
statements. These statements are only predictions. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this document. Our actual results
could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks faced by us and described on
the preceding pages and elsewhere in this document. We assume no obligation to
update the forward-looking statements included in this document.

         We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors listed
above, as well as any cautionary language in this document, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this document
could have a material adverse effect on our business, operating results,
financial condition and stock price.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         At June 30, 2001, we had long-term debt, including current portion, in
the aggregate amount of $1.6 million with interest rates ranging from 7.41% to
13.33% with payments due through 2003. We may incur additional debt in the
future. A change in interest rates would not affect our obligations related to
long-term debt existing as of June 30, 2001, as the interest payments related to
that debt are fixed over the term of the debt. Increases in interest rates
could, however, increase the interest expense associated with future borrowings.
Additionally, we may purchase investments that may decline in value as a result
of changes in equity markets and interest rates.


                                      25.
<PAGE>   26




PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         From time to time, we have been subject to legal proceedings and claims
in the ordinary course of business. Although we are not currently involved in
any material legal proceedings, we may in the future be subject to legal
disputes. Any claims, even if not meritorious, could result in the expenditure
of significant financial and managerial resources. We are not aware of any legal
proceedings or claims that we believe will have, individually or in the
aggregate, a material adverse effect on our business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         After deducting expenses of our initial public offering pursuant to a
registration statement (No. 333-30708) declared effective on July 24, 2000, we
received net offering proceeds of approximately $50.3 million. We have used the
net proceeds as follows: $20.1 million for operating expenses. The remainder of
the net proceeds is invested in short-term financial instruments.

         No payments constituted direct or indirect payments to any of our
directors, officers or general partners or their associates, to persons owning
10% or more of any class of our equity securities or to any of our affiliates.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

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

         An Annual Meeting of Stockholders of the Company was held on June 20,
2001. The stockholders elected two Class I directors to serve for three-year
terms. The stockholders present in person or by proxy cast the following number
of votes in connection with the election of directors, resulting in the election
of all nominees:

<Table>
<Caption>

                                                                   VOTES FOR             VOTES WITHHELD
                                                                   ---------             --------------
<S>                                                               <C>                    <C>
                      Paul A. Berberian                           38,171,507                 131,520
                      Carol deB. Whitaker                         35,742,605               2,560,422
</Table>

         Bradley A. Feld, Steven C. Halstedt and Andre Meyer are directors that
were not up for election who continue in office until the 2002 Annual Meeting as
well as Donald Hutchison and Dr. Massih Tayebi who continue in office until the
2003 Annual Meeting. The stockholders ratified the appointment of KPMG LLP as
the Company's independent auditors for the fiscal year ending 2001 by the
following vote:

<Table>
<Caption>

                          FOR                 AGAINST           ABSTAIN         BROKER NON-VOTES
                          ---                 -------           -------         ----------------
<S>                                           <C>               <C>             <C>
                       38,260,010              27,441            15,576                 0
</Table>


ITEM 5. OTHER INFORMATION

         None.


                                      26.
<PAGE>   27


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

       (A.) EXHIBITS


EXHIBIT NO.       DESCRIPTION

  3.7             Certificate of Ownership, as filed May 15, 2001, merging EC
                  Merger, Inc. into Evoke Communications, Inc. under the name
                  Raindance Communications, Inc.

  4.3             Specimen stock certificate representing shares of common stock
                  pursuant to name change to Raindance Communications, Inc.

       (B.) REPORTS ON FORM 8-K

         One report on Form 8-K has been filed during the quarter ended June 30,
2001 as follows:

<Table>
<Caption>

                                                                  WERE ANY FINANCIAL
                            ITEM REPORTED                          STATEMENTS FILED?           DATE OF FILING
                            -------------                         ------------------           --------------
<S>                                                               <C>                          <C>
                Item 5 - Other Event - Company Name Change                No                    May 15, 2001
</Table>



                                      27.
<PAGE>   28




                                   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.

                                                RAINDANCE COMMUNICATIONS, INC.

Date: August 14, 2001                           By:   /s/ Nicholas J. Cuccaro
                                                   -----------------------------
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)


                                      28.
<PAGE>   29
                               INDEX TO EXHIBITS

<Table>
<Caption>

EXHIBIT
NUMBER            DESCRIPTION
------            -----------
<S>               <C>
  3.7             Certificate of Ownership, as filed May 15, 2001, merging EC
                  Merger, Inc. into Evoke Communications, Inc. under the name
                  Raindance Communications, Inc.

  4.3             Specimen stock certificate representing shares of common stock
                  pursuant to name change to Raindance Communications, Inc.
</Table>