<PAGE>

                                 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 March 31, 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

                          Evoke 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   -   47,093,772 as of April 30, 2001.
<PAGE>

                          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 March 31, 2001 (unaudited)                        3

          Condensed Consolidated Statements of Operations for the three months ended March 31, 2000 and 2001
          (unaudited)                                                                                                         4

          Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 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                              10

          Additional Risk Factors that May Affect Our Operating Results and The Market Price Our Common of Stock             15

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                         22

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings                                                                                                  22

Item 2.   Changes in Securities and Use of Proceeds                                                                          22

Item 3.   Defaults Upon Senior Securities                                                                                    22

Item 4.   Submission of Matters to a Vote of Security Holders                                                                22

Item 5.   Other Information                                                                                                  23

Item 6.   Exhibits and Reports on Form 8-K                                                                                   23

SIGNATURES                                                                                                                   24
</TABLE>

                                      2.
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                          EVOKE COMMUNICATIONS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                                      (unaudited)
                                                                                                  December 31, 2000  March 31, 2001
                                                                                                  -----------------  --------------
Assets
Current assets:
<S>                                                                                               <C>                <C>
 Cash and cash equivalents......................................................................          $  43,311       $  34,467
 Investments....................................................................................                196              --
 Accounts receivable, net of allowance for doubtful accounts of $765 and $739 at
   December 31, 2000 and March 31, 2001, respectively.............................................            4,891           5,848
 Prepaid expenses and other current assets......................................................              3,825           3,620
                                                                                                          ---------       ---------

 Total current assets...........................................................................             52,223          43,935
Property and equipment, net.....................................................................             35,330          32,297
Goodwill and other intangible assets, net.......................................................             65,157          58,530
Due from affiliate..............................................................................              4,744           4,435
Other assets....................................................................................              1,370           1,435
                                                                                                          ---------       ---------
Total Assets....................................................................................          $ 158,824       $ 140,632
                                                                                                          =========       =========

Liabilities and Stockholders' Equity
Current liabilities:
 Accounts payable...............................................................................          $   5,919       $   6,918
 Current portion of long-term debt..............................................................              1,505           1,411
 Accrued expenses...............................................................................              3,638           2,240
 Restructuring reserve..........................................................................              1,412           1,274
 Deferred revenue...............................................................................                878             506
                                                                                                          ---------       ---------

 Total current liabilities......................................................................             13,352          12,349
Long-term debt, less current portion............................................................                810             541
Restructuring reserve, less current portion.....................................................              2,952           2,582
                                                                                                          ---------       ---------

Total Liabilities...............................................................................             17,114          15,472
                                                                                                          ---------       ---------

Stockholders' Equity:
 Undesignated preferred stock, 10,000,000 shares authorized at
   December 31, 2000 and March 31, 2001; none issued or outstanding...............................               --              --
 Common stock, par value $.0015; 130,000,000 shares authorized at
   December 31, 2000 and March 31, 2001;  46,834,925 and 47,075,012 shares
   issued and outstanding at December 31, 2000 and March 31, 2001, respectively...................               70              71
 Additional paid-in capital.....................................................................            269,466         265,105
 Accumulated other comprehensive loss...........................................................               (862)            (19)
 Note receivable from officer...................................................................               (483)             --
 Unearned stock option compensation.............................................................            (10,659)         (6,194)
 Accumulated deficit............................................................................           (115,822)       (133,803)
                                                                                                          ---------       ---------

 Total Stockholders' Equity.....................................................................            141,710         125,160
                                                                                                          ---------       ---------

 Commitments and contingencies

 Total Liabilities and Stockholders' Equity.....................................................          $ 158,824       $ 140,632
                                                                                                          =========       =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                      3.
<PAGE>

                          EVOKE COMMUNICATIONS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                                                Three months ended
                                                                                     March 31,
                                                                                     ---------
                                                                                  2000            2001
                                                                                  ----            ----
<S>                                                                             <C>             <C>
Revenue..................................................................       $  1,859        $  9,017
Cost of revenue:
 (exclusive of stock-based compensation expense of
 $62 and $62, respectively, shown below).................................          2,654           6,128
                                                                                --------        --------

   Gross profit (loss)...................................................           (795)          2,889
                                                                                --------        --------

Operating expenses:
 Sales and marketing (exclusive of stock-based compensation expense of
   $302 and $169, respectively, shown below).............................         10,914           6,689
 Research and development (exclusive of stock-based compensation
   expense of $196 and $141, respectively, shown below)..................          1,104           1,509
 General and administrative, (exclusive of stock-based compensation
   expense of $3,621 and $24, respectively, shown below).................          1,289           2,278
 Amortization of intangible assets.......................................             --           6,626
 Stock-based compensation expense........................................          4,181             396
 Restructuring charges and contract termination expenses.................             --           2,581
                                                                                --------        --------

   Total operating expenses..............................................         17,488          20,079
                                                                                --------        --------

   Loss from operations..................................................        (18,283)        (17,190)

 Other income (expense)..................................................            935            (791)
                                                                                --------        --------

   Net loss..............................................................        (17,348)        (17,981)
Preferred stock dividends and accretion to preferred stock
 redemption value........................................................          1,181              --
                                                                                --------        --------

 Net loss attributable to common stockholders............................       $(18,529)       $(17,981)
                                                                                ========        ========

Loss per share-basic and diluted.........................................       $ (23.23)       $  (0.38)
                                                                                ========        ========

Weighted average number of common shares
 outstanding-basic and diluted...........................................            798          46,962
                                                                                ========        ========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       4.
<PAGE>

                          EVOKE COMMUNICATIONS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (IN THOUSANDS)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                                        Three months ended
                                                                                                            March 31,
                                                                                                            ---------
                                                                                                        2000              2001
                                                                                                        ----              ----
<S>                                                                                                   <C>               <C>
Cash flows from operating activities:
 Net loss......................................................................................       $(17,348)         $(17,981)
 Adjustments to reconcile net loss to net cash used by operating activities:
 Depreciation and amortization.................................................................          1,444             9,047
 Loss on disposition of short-term investment..................................................             --             1,195
 Asset impairment charges......................................................................             --             1,495
 Stock-based compensation......................................................................          4,181               396
 Other.........................................................................................              4                68
Changes in operating assets and liabilities:
 Accounts receivable...........................................................................           (364)             (958)
 Prepaid expenses and other current assets.....................................................           (558)             (186)
 Other assets..................................................................................         (1,033)              324
 Accounts payable and accrued expenses.........................................................           (325)           (1,370)
                                                                                                      --------          --------

Net cash used by operating activities..........................................................        (13,999)           (7,970)
                                                                                                      --------          --------

Cash flows from investing activities:
 Purchase of property and equipment............................................................         (8,728)             (511)
 Proceeds from disposition of equipment........................................................             --                 8
 Purchase of short-term investment.............................................................         (2,000)               --
 Loan to Contigo Software, Inc.................................................................           (300)               --
                                                                                                      --------          --------

Net cash used by investing activities..........................................................        (11,028)             (503)
                                                                                                      --------          --------

Cash flows from financing activities:
 Net proceeds from issuance of preferred stock.................................................          5,000                --
 Proceeds from issuance of common stock........................................................            728                --
 Payments on debt..............................................................................           (312)             (363)
 Other.........................................................................................             --                (8)
                                                                                                      --------          --------

Net cash provided (used) by financing activities...............................................          5,416              (371)
                                                                                                      --------          --------

Decrease in cash and cash equivalents..........................................................        (19,611)           (8,844)
Cash and cash equivalents at beginning of period...............................................         89,234            43,311
                                                                                                      --------          --------

Cash and cash equivalents at end of period.....................................................       $ 69,623          $ 34,467
                                                                                                      ========          ========

Supplemental cash flow information - interest paid in cash.....................................       $     87          $     58
                                                                                                      ========          ========

Supplemental disclosure of noncash investing and financing activities:

Short-term debt and accrued interest converted to preferred stock..............................       $     75          $     --
                                                                                                      ========          ========
Accounts payable incurred for purchases of property and equipment..............................       $  3,762          $    287
                                                                                                      ========          ========
Exchange of investment for forgiveness of debt.................................................       $     --          $    157
                                                                                                      ========          ========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.

                                       5.
<PAGE>

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

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

     Evoke Communications, Inc. (the "Company"), was incorporated under the laws
of the State of Delaware on April 17, 1997. The Company provides real-time
interactive business communications tools that enable virtual meetings. The
Company operates in a single segment. The condensed consolidated financial
statements include the accounts of Evoke 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 March
31, 2001 and for the three months ended March 31, 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 months ending
March 31, 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. 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.

(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 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 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 as the events
take place. Revenue from software license agreements is recognized upon shipment
of the software when all the

                                       6.
<PAGE>

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 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.

(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 issued common stock were exercised or converted
into common stock. Basic and diluted EPS are the same for the three months ended
March 31, 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 $4.4 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 $4.4 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. The Company's receivable from Evoke Communications Europe was
not impaired and, as a result, the Company did not record a loss in the first
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 months ended March 31,
2001. The purchase price allocation is as follows:

<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>

     Goodwill and other intangible assets are being amortized using the
straight-line method over an estimated useful life of three years.

     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>
                                                                                                Three months ended March 31,
                                                                                                -----------------------------
                                                                                                         2000           2001
                                                                                                     --------       --------
<S>                                                                                             <C>                 <C>
Revenue.......................................................................................       $  3,168       $  9,017
Net loss......................................................................................        (26,205)       (17,981)
Basic and diluted net loss per share..........................................................          (5.02)         (0.38)
</TABLE>

                                       7.
<PAGE>

     The pro forma results for the three months ended March 31, 2000 combine the
Company's results for the three months ended March 31, 2000 with the results of
Contigo for the period from January 1, 2000 through March 31, 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 incurred contract termination expenses of $1.8
million in the first quarter of 2001. The Companies restructuring activities
included workforce reductions, the sale or disposition of assets, contract
cancellation charges and the closure of several remote sales offices. In the
first 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 three months of 2001 are
detailed below (in thousands):

<TABLE>
<CAPTION>
                                                                         Restructuring                    Reserve
                                        Cash/       Reserve Balance         Reserve                       Balance
                                      Non-Cash     December 31, 2000      Adjustments      Payments    March 31, 2001
                                      --------     -----------------     -------------     --------    --------------
<S>                                   <C>          <C>                   <C>               <C>         <C>
Consulting fees                         Cash            $  155             $     --          $155          $   --
Contract cancellation charges           Cash               819                   --            32             787
Closure of remote sales facilities      Cash             3,390                   --           321           3,069
                                                        ------              --------         ----          ------
Totals                                                  $4,364              $     --         $508          $3,856
                                                        ======              ========         ====          ======
</TABLE>

     The reserve balances for contract cancellation charges are expected to be
utilized ratably through April 2003. Facility reserves may increase or decrease
based on our ability to sublease vacant spaces, which are under non-cancelable
operating leases expiring at various dates through 2005.


(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 a
realized loss of $1.2 million on the investment in the first quarter of 2001.


(5) 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 eleven leases. Total future minimum
lease payments, not including any potential reductions, under all operating
leases, approximate $15.9 million at March 31, 2001.

                                       8.
<PAGE>

(b) Purchase Commitments

     The Company has commitments for bandwidth usage and telephony services with
various service providers. The total commitment as of March 31, 2001 is
approximately $27.2 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.

     In January 2001, the Company entered into an agreement to resell certain
content delivery, hosting, network streaming and application services for a
total purchase commitment of $900,000 to be expended ratably over 2001.

(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 March 31,
2001, the Company's liability would be approximately $322,500 if the officer
were 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 March 31,
2001, the Company's total future severance liability to these executives was
approximately $629,000.

(e) Litigation

     From time to time, the Company has been subject to litigation and claims in
the ordinary course of business. 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 has agreed to change its name. Expenses
related to this litigation, net of insurance reimbursement, were accrued as of
December 31, 2000 and will not have a material adverse effect on the Company's
financial position, results of operations or liquidity.


(6) RECENT ACCOUNTING PRONOUNCEMENTS

     In June of 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended, which establishes
accounting and reporting standards for derivative instruments and hedging
activities. This standard requires that a company recognize all derivatives as
either assets or liabilities on the balance sheet and measure those instruments
at fair value. We have not, to date, engaged in derivative or hedging
activities. We have adopted SFAS No. 133 as required by SFAS No. 137 in 2001.

     In December 1999, the staff of the Securities and Exchange Commission
released Staff Accounting Bulletin 101, "Revenue Recognition" (SAB 101), to
provide guidance on the recognition, presentation, and disclosure of revenues in
financial statements. On March 24, 2000 Staff Accounting Bulletin No. 101A--
Amendment (SAB 101A) was released to effectively delay the implementation of SAB
101. On June 26, 2000, Staff Accounting Bulletin No. 101B--Second Amendment (SAB
101B) was issued and amends the transition provisions of SAB 101 and effectively
supersedes the original extension provided for in SAB 101A. SAB 101B further
delays the required implementation date for SAB 101 until the quarter ending
December 31, 2000. We believe that our revenue recognition practices are
currently in conformity with the guidelines in SAB 101, as revised, and
therefore these pronouncements have had no impact on our financial statements.

     In March 2000, the Financial Accounting Standards Board, released FASB
Interpretation No. 44, "Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25," which provides
clarification of Opinion 25 for certain issues such as the determination of who
is an employee, the criteria for determining whether a plan qualifies as a
noncompensatory plan, the accounting consequence of various modifications to the
terms of a previously fixed stock option or award, and the accounting for an
exchange of stock compensation awards in a business combination. The adoption of
Interpretation No. 44 did not have a material impact on our financial
statements.

                                       9.
<PAGE>

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 forces.

     We have incurred losses since commencing operations and, as of March 31,
2001, we had an accumulated deficit of $133.8 million. Our net loss was $18.5
million and $18.0 million for the three months ended March 31, 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 the large amount of
goodwill amortization we anticipate recording over the next three years. We will
need to generate significantly 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 quarter ended March 31, 2001, amortization expense
pertaining to goodwill and other intangible assets was $6.6 million. 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.

     Prior to our restructuring in January 2001, we derived revenue from
services other than our Webconferencing and Collaboration services, including
from 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. The following describes how we
recognize revenue for the services that we offered in the first quarter of 2001.

 .    Webconferencing Revenue. Revenue for our Webconferencing service is based
     upon the actual time that each participant is logged onto the 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.

                                      10.
<PAGE>

     .    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 of the fair
          value of all undelivered elements.

     .    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.

     .    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. Since our
infrastructure build-out is nearing completion, we expect a decreasing need for
large-scale capital expenditures, thereby reducing the increases in
depreciation, Internet access and bandwidth expenses over time. 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, we expect amortization expense, absent any definitive
changes in accounting for goodwill by the Financial Accounting Standards Board,
for the next three fiscal years as follows (in thousands):

<TABLE>
<CAPTION>
            Year Ended December 31,                 Amortization Expense
            -----------------------                 --------------------
<S>                                                 <C>
               2001..............................         $26,504
               2002..............................         $26,504
               2003..............................         $12,149
</TABLE>

     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 quarter ended March 31, 2001 we recorded $0.5
million of deferred stock option compensation and we expensed $0.5 million
related to stock-based compensation. Additionally, as a result of the reduction
in our workforce that took place in January 2001 we also reversed $4.5 million
of deferred stock option compensation related to the cancellation of unvested
stock options. 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

                                      11.
<PAGE>

$2.4 million in 2001, $2.4 million in 2002, $1.7 million in 2003 and $0.1
million in 2004 for common stock issued or stock options awarded through March
31, 2001 under our stock compensation plans.

     We evaluate operating performance based on several factors, including our
primary financial measure of loss before noncash amortization of intangible
assets and 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 noncash amortization
of intangible assets recognized in business combinations accounted for by the
purchase method, the effects of changes in stock based compensation and other
non-cash expenses.

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

<TABLE>
<CAPTION>
                                                                                                        Quarter Ended March 31,
                                                                                                        -----------------------
                                                                                                            2000         2001
                                                                                                            ----         ----
<S>                                                                                                    <C>             <C>
Net loss.............................................................................................     $(17,348)    $(17,981)

Add: Amortization of goodwill and other intangible assets............................................           --        6,626
Add: Stock based compensation expense................................................................        4,181          396
Add: Loss on sale of common stock....................................................................           --        1,195
Add: Asset impairment charges........................................................................           --        1,495
                                                                                                          --------     --------
Loss before amortization and charges.................................................................     $(13,167)    $ (8,269)
                                                                                                          ========     ========
</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 certain
non-cash 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.


Results of Operations

Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000

     Revenue. Total revenue increased by $7.2 million from $1.8 million for the
quarter ended March 31, 2000 to $9.0 million for the quarter ended March 31,
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. The remainder of
the increase is explained by revenue attributable to our other services.

     Cost of Revenue. Cost of revenue increased $3.5 million from $2.6 million
for the quarter ended March 31, 2000 to $6.1 million for the quarter ended March
31, 2001. Depreciation expense increased $0.6 million for the quarter ended
March 31, 2001 over the quarter ended March 31, 2000 as we built out our data
operation centers in both Boulder and Louisville, Colorado over the course of
2000. Telecommunication costs and Internet access costs increased $1.9 million
for the quarter ended March 31, 2001 over the quarter ended March 31, 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 $0.4 million for the
quarter ended March 31, 2001 over the quarter ended March 31, 2000 as we hired
technical support, consulting and training personnel to provide support services
to our customers. Maintenance expense increased $0.5 million for the quarter
ended March 31, 2001 over the quarter ended March 31, 2000 due primarily to
maintenance agreements that cover equipment located in our data operation
facility.

     Sales and Marketing. Sales and marketing expense decreased $4.2 million
from $10.9 million for the quarter ended March 31, 2000 to $6.7 million for the
quarter ended March 31, 2001. Expenses related to advertising and promotion
decreased $5.8 million for the quarter ended March 31, 2001 from the quarter
ended March 31, 2000 as we reduced our advertising in anticipation of our
impending name change. In the first quarter of 2001 we incurred $0.3 million in
expenses related to our name change. Salaries, commissions and payroll related
expenses increased $0.7 million for the quarter ended March 31, 2001 over the
quarter ended March 31, 2000 primarily related to commissions paid on the
increase in revenue and to a lesser extent an increase in salaries and payroll
related expenses. The remainder of the expenses that increased for the quarter
ended March 31, 2001 over the quarter ended March 31, 2000 are office rent,
allocated depreciation and trade show related expenditures.

                                      12.
<PAGE>

     Research and Development. Research and development expense increased $0.4
million from $1.1 million for the quarter ended March 31, 2000 to $1.5 million
for the quarter ended March 31, 2001. Personnel and payroll related expenses
increased $0.5 million as a result of an increase in headcount and salaries. The
remainder of the increase is explained by a $0.1 million increase in allocated
depreciation and a $0.2 million decrease in consulting fees.

     General and Administrative. General and administrative expense increased
$1.0 million from $1.3 million for the quarter ended March 31, 2000 to $2.3
million for the quarter ended March 31, 2001. The increase is primarily due to
an increase in personnel and payroll related expenses, insurance premiums
associated with our director and officer's liability insurance, an increase in
allocated depreciation and personal property taxes 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 million for the quarter ended
March 31, 2001 as result of our acquisition of Contigo in June 2000. Absent any
definitive changes in accounting for goodwill by the Financial Accounting
Standards Board we expect to continue to record goodwill amortization expenses
related to this acquisition through June 2003.

     Stock-Based Compensation Expense. Stock-based compensation expense
decreased $3.8 million from $4.2 million for the quarter ended March 31, 2000 to
$0.4 million for the quarter ended March 31, 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 quarter ended March 31, 2001 we recorded $0.5 million of
deferred stock option compensation and we expensed $0.5 million related to
stock-based compensation. Additionally, as a result of the reduction in our
workforce that took place in January 2001 we reversed $4.5 million of deferred
stock option compensation related to the cancellation of unvested stock options.

     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 $4.4 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. Our receivable from Evoke Communications
Europe was not impaired and, as a result, we did not record a loss in the first
quarter of 2001.

     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 service reductions of non-core services and an outsource
agreement with respect to Webcasting. Additionally, in connection with
streamlining operations, we refocused our marketing strategy, reduced our
workforce and intend to close several leased office facilities. In connection
with actions taken to streamline operations, restructuring charges were recorded
in the fourth quarter of 2000 and in the first quarter of 2001 totalling $9.5
million and $0.8 million, respectively. The restructuring activities primarily
related to lease and other contract cancellation costs and asset impairment
charges. The charges we incurred in 2000 included cash charges of $3.5 million
for contract cancellation costs and non-cash charges of $1.6 million for asset
write-offs. Remaining balances recorded at December 31, 2000 total $4.4 million
and principally relate to lease and other contract cancellation costs which will
be relieved through 2005 as leases and contracts expire. The charge of $0.8
million in the first quarter of 2001 was a cash charge primarily related to
employee severance costs.

     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 a realized loss of $1.2
million on the investment, which is reflected in Other Income (Expense).

     Other Income (Expense). Interest income decreased $0.6 million from $1.1
million for the quarter ended March 31, 2000 to $0.5 million for the quarter
ended March 31, 2000. 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 March 31, 2001 and 2000.

                                      13.
<PAGE>

Liquidity and Capital Resources

     As of March 31, 2001, cash and cash equivalents were $34.5 million, a
decrease of $8.8 million compared with cash and cash equivalents held as of
December 31, 2000.

     Net cash used in operations was $14.0 and $8.0 million for the quarters
ending March 31, 2000 and 2001, respectively. Cash used in operations improved
compared with the same period in the prior year and is 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 beginning of 2002 and we expect cash flow from
operations to be positive by the first quarter of 2002.

     Net cash used by investing activities was $11.0 and $0.5 million for the
quarters ending March 31, 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 license 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 quarter
of 2001 from 2000 and we expect capital expenditures to decrease in 2001 from
comparable periods in 2000 since the build-out of our infrastructure is nearly
complete based on our current revenue projections.

     Net cash provided by financing activities was $5.4 million for the quarter
ending March 31, 2000 and net cash used by financing was $0.4 million for the
quarter ending March 31, 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 March 31, 2001, we had approximately $2.0 million in total debt
obligations outstanding, of which approximately $1.4 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 March 31, 2001, our purchase commitments for sales and marketing
expenses totaled $0.9 million, to be expended in 2001. We also have purchase
commitments for bandwidth usage and telephony services. These commitments were
approximately $27.2 million at March 31, 2001 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, approximate $15.9 million. We are in the process of
attempting to sublease or otherwise minimize our commitment with respect to
eleven leases, 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.

     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.

                                      14.
<PAGE>

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 $133.8 million from our inception through
March 31, 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 $18.0 million and
$33.3 million in the four quarters ending March 31, 2001. Our quarterly revenues
ranged between $2.9 million and $9.0 million in the four quarters ending March
31, 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 maintain or achieve profitability, or 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 for the year ended December 31, 2000 show
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.


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

                                      15.
<PAGE>

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 quarter 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 quarter 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.

     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.

                                      16.
<PAGE>

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:

     .    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;

     .    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

     .    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 rapidly 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.

     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.

                                      17.
<PAGE>

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. 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:

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

     .    varying technology standards from country to country;

     .    uncertain protection of intellectual property rights;

     .    inconsistent regulations and unexpected changes in regulatory
          requirements;

     .    difficulties and costs of staffing and managing international
          operations;

     .    fluctuations in currency exchange rates;

     .    linguistic and cultural differences;

     .    difficulties in collecting accounts receivable and longer collection
          periods;

     .    imposition of currency exchange controls; and

     .    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.

     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:

     .    issue equity securities that would dilute our stockholders;

     .    incur debt;

     .    assume unknown or contingent liabilities; or

     .    experience negative effects on our reported results of operations from
          acquisition-related charges and amortization of acquired technology,
          goodwill and other intangibles.

                                      18.
<PAGE>

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.


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 a patent 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 patent 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

                                      19.
<PAGE>

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 relay 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.


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.

                                      20.
<PAGE>

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:

     .    changes in telecommunications regulations;

     .    copyright and other intellectual property rights;

     .    encryption;

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

     .    e-commerce liability; and

     .    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.

     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.

                                      21.
<PAGE>

     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 March 31, 2001, we had long-term debt, including current portion, in the
aggregate amount of $2.0 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 March 31, 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.


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. On March 17, 2000, Evoke Software Corporation,
a California corporation, filed a claim against us in the United States District
Court for the Northern District of California, alleging trademark and service
mark infringement, among other claims, such as trademark and service mark
dilution and unfair competition. Evoke Software sought punitive and compensatory
damages, an injunction barring us from continuing to use the brand Evoke and
attorneys' fees and costs. On January 16, 2001, we settled this lawsuit, and the
suit was dismissed with prejudice. Expenses related to the litigation are not
considered to be significant to our results of operations or liquidity. As part
of the settlement, we will change our name and will discontinue the use of the
trademark Evoke. We will spend resources to promote our new name and trademark,
and there are no assurances that a new name will achieve goodwill or be immune
from challenge from third parties. We are not currently involved in any material
legal proceedings.


Item 2.  Changes in Securities and Use of Proceeds

     In the first quarter of 2001, we issued to employees options to purchase
2,206,586 shares of common stock at an average exercise price of $1.37 per
share. These securities were issued under Rule 701 of the Securities Act of
1933. Primarily as a result of our restructuring in January 2001, we also
canceled options to purchase 2,065,539 shares of common stock.

     After deducting expenses of our initial public offering in July 2000, we
received net offering proceeds of approximately $50.3 million. We have used the
net proceeds as follows: $15.8 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

     None.


Item 5.  Other Information

     None.

                                      22.
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

     (A.)  Exhibits

     None

     (B.)  Reports on Form 8-K

     None

                                      23.
<PAGE>

                                  SIGNATURES

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

                                        EVOKE COMMUNICATIONS, INC.

Date: May 11, 2001                      By:  /s/ Nicholas J. Cuccaro
                                            ------------------------------------
                                             Chief Financial Officer
                                             (Principal Financial Officer)

                                      24.