<PAGE>


    As filed with the Securities and Exchange Commission on February 16, 2001

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

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                AMENDMENT NUMBER 1

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the quarterly period ended DECEMBER 31, 2000

Commission file number: 0-26355

                                 eUNIVERSE, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                    <C>
                  NEVADA                               06-1556248
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)               Identification No.)

  6300 WILSHIRE BOULEVARD, SUITE #1700
         LOS ANGELES, CALIFORNIA                         90048
(Address of principal executive offices)               (Zip Code)
</TABLE>

                                  323-658-9089
              (Registrant's telephone number, including area code)

The registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 3 months and has
been subject to such filing requirements for the past 90 days.

     As of December 31, 2000, there were 18,202,030 shares of eUniverse, Inc.
common stock outstanding.





<PAGE>


                                 eUNIVERSE, INC.

                                    FORM 10-Q

                     FOR THE QUARTER ENDED DECEMBER 31, 2000

                                      INDEX

<TABLE>
<S>                                                                    <C>
PART I - FINANCIAL INFORMATION

   ITEM 1.  FINANCIAL STATEMENTS (Unaudited) . . . . . . . . . . . . . . .  3

         Balance Sheets, December 31, 2000 and March 31, 2000. . . . . . .  3

         Consolidated Statements of Operations, for the three and nine
         months ended December 31, 2000 and December, 1999 . . . . . . . .  4

         Statements of Cash Flows, for the nine months ended
         December 31, 2000 and December 31, 1999 . . . . . . . . . . . . .  5

         Notes to Financial Statements. . . . . . . . . . . . . . . . . .   6

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATION. . . . . . . . . . . . . .  16

PART II - OTHER INFORMATION

   ITEM 1.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . .  25

   ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS . . . . . . . . . .  25

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . .  26

   ITEM 5.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .  27

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . .  27
</TABLE>

                                       2




<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.


                                 eUNIVERSE, INC.

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                    December 31,            March 31,
                                                                       2000                   2000
                                                                    ------------           -----------
                                                                     Unaudited
<S>                                                                 <C>                    <C>
ASSETS
CURRENT ASSETS
     Cash and cash equivalents...................................   $    294,593           $ 2,323,087
     Accounts receivable, net of allowances for
        doubtful accounts of 240,214 and $78,214, respectively...      2,790,624               994,364
     Inventory...................................................              -               431,714
     Due from employees and Others...............................        153,000               153,200
     Prepaid expenses............................................        499,387                     -
     Other current assets .......................................      1,403,555             2,350,559
                                             Total Current Assets      5,141,159             6,252,924
                                                                    ------------           -----------

FURNITURE AND EQUIPMENT, less accumulated depreciation
        of $226,480, and $270,188 respectively ..................        755,904             1,190,071


GOODWILL, net of amortization of
        $3,026,809 and $2,287,420 respectively...................     20,029,032            29,114,844
OTHER INTANGIBLES, net of amortization of
        $153,749 and $153,319, respectively......................      1,692,432               911,212

Other Assets.....................................................        589,601               309,393
                                                                    ------------           -----------

                     TOTAL ASSETS                                   $ 28,208,128           $37,778,444
                                                                    ============           ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable............................................   $  2,859,991           $ 2,273,672
     Accrued liabilities.........................................      5,124,268             2,104,688
     Deferred Revenue ...........................................        458,370             2,653,412
     Notes payable ..............................................      4,905,662                     -
     Short-term portion of lease obligations ....................              -                 8,158
                                                                    ------------           -----------
                                        Total Current Liabilities     13,348,291             7,039,930
                                                                    ------------           -----------


Long-term Liabilities............................................        940,000                     -


SHAREHOLDERS' EQUITY
     Preferred stock, $.10 par value; 40,000,000 shares
        authorized;  1,516,822 and 1,795,024 shares
          issued and outstanding, respectively...................        151,682               179,502
     Common stock, $.001 par value; 250,000,000 shares
       authorized; 18,202,204 and 17,630,422 shares
       autissueddand7outstanding,urespectively...................         18,200                17,630
     Additional paid-in capital..................................     48,665,453            41,609,028
     Retained deficit............................................    (34,915,498)          (11,067,646)
                                                                    ------------           -----------
                                       Total Shareholders' Equity     13,919,837            30,738,514
                                                                    ------------           -----------

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 28,208,128           $37,778,444
                                                                    ============           ===========
</TABLE>


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


                                      3




<PAGE>


                                 eUNIVERSE, INC.

                      Cosolidated Statements of Operations

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended              Nine Months Ended
                                                                December 31,                   December 31,
                                                       ------------------------------------------------------------
                                                           2000            1999           2000             1999
                                                       ------------     -----------   -------------     -----------
<S>                                                       <C>               <C>          <C>                <C>
REVENUE:                                                  4,565,517         421,138      11,429,451         737,704

COST OF GOODS SOLD                                          344,972         (11,480)      1,557,054          15,246

TOTAL GROSS PROFIT                                        4,220,545         432,618       9,872,397         722,458

OPERATING EXPENSES:
    Marketing and sales (excludes stock-based
      compensation of $200,000, $107,236,
      $297,065 and $149,183, repectively) ............    1,950,142         516,933       6,793,371         791,758
    Product development (excludes stock-based
      compensation of $0, $(30,183),
      $(19,656) and $9,255, repectively) .............    1,026,259         340,311       2,781,344         562,019
    General and administrative (excludes stock-based
      compensation of $0 and $1,710,
      $(164,598) and $3,450, repectively) ............    1,097,249       1,136,150       3,407,980       2,328,746
    Amortization of goodwill
     and other intangibles ...........................      631,524         461,015       1,774,637         860,440
    Stock-based compensation .........................      200,000          78,763         112,811         161,888
                                                        -----------     -----------     -----------      ----------
TOTAL OPERATING EXPENSES .............................    4,905,174       2,533,172      14,870,143       4,704,851

                                      OPERATING LOSS       (684,629)     (2,100,554)     (4,997,746)     (3,982,393)

NONOPERATING INCOME (EXPENSE):
    Interest and dividend income .....................        5,046          18,854          16,639          57,821
    Interest and other financing expense .............   (2,068,003)            -        (4,949,945)            -
    Loss allocated to minority interest ..............          -               -               -            16,438
                                                        -----------     -----------     -----------      ----------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES      (2,747,586)     (2,081,700)     (9,931,052)     (3,908,134)

INCOME TAXES .........................................          -               -               -               -
                                                        -----------     -----------     -----------      ----------

                     LOSS FROM CONTINUING OPERATIONS     (2,747,586)     (2,081,700)     (9,931,052)     (3,908,134)


DISCONTINUED OPERATIONS:
    Loss from operations discontinued segment                   -
     (net of applicable income taxes of $0) ..........     (253,984)       (925,001)     (4,045,645)     (2,403,593)
    Loss from disposal of segment
     (net of applicable income taxes of $0) ..........      (56,666)            -        (9,871,155)
                                                       ------------    ------------    ------------    ------------

                                            NET LOSS   $ (3,058,236)   $ (3,006,701)   $(23,847,852)   $ (6,311,727)
                                                       ============    ============    ============    ============

Continuing operations loss per common share .......... $      (0.15)   $      (0.13)   $      (0.55)   $      (0.26)
Discontinued operations loss per common share ........ $      (0.02)   $      (0.05)   $      (0.78)   $      (0.16)
                                                       ------------    ------------    ------------    ------------
Basic loss per common share .......................... $      (0.17)   $      (0.18)   $      (1.33)   $      (0.42)
                                                       ============    ============    ============    ============

Basic weighted average common
 shares outstanding ..................................   18,119,997      16,272,384      17,920,115      15,149,505
                                                       ============    ============    ============    ============
</TABLE>


               See accompanying notes to the financial statements

                                        4




<PAGE>


                                 eUNIVERSE, INC.

                            Statements of Cash flows

<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                          December 31,
                                                                      2000            1999
                                                                  ------------    -----------
<S>                                                               <C>             <C>
OPERATING ACTIVITIES
    Net loss ...................................................  $(23,847,853)   $(6,311,727)

    Transactions not requiring cash:
       Depreciation ............................................       205,430         84,910
       Amortization ............................................     2,383,937      1,596,622
       Loss from dicontinued operations ........................     9,871,155
       Bad debt reserve ........................................       332,000         27,625
       Non-cash employee compensation ..........................       319,822        161,888
       Amortization of variable stock
           option issued to employees ..........................      (207,011)           -
       Non-cash payments to outside consultants
           and affiliates ......................................       402,420        142,746
       Non-cash financing related costs ........................     4,487,111
       Non-cash interest income ................................           -           (5,355)
       Loss allocated to minority interest .....................           -          (16,438)
    Changes in current assets ..................................      (916,290)      (817,639)
    Changes in current liabilities .............................       501,570      1,198,519
                                                                  ------------    -----------
                        NET CASH USED IN OPERATING ACTIVITIES       (6,467,709)    (3,938,849)
                                                                  ------------    -----------

INVESTING ACTIVITIES
    Acquisitions ...............................................           -       (1,915,000)
    Proceeds through acquisitions ..............................           -          136,419
    Proceeds through reverse acquisition .......................           -          858,477
    Proceeds through sale os assets ............................     1,000,000            -
    Changes in other assets ....................................      (208,353)      (117,900)
    Purchases of fixed assets ..................................      (318,094)      (321,470)
                                                                  ------------    -----------
                        NET CASH USED IN INVESTING ACTIVITIES          473,553     (1,359,474)
                                                                  ------------    -----------

FINANCING ACTIVITIES
    Proceeds from issuance of preferred stock ..................           -        5,875,204
    Proceeds from issuance of common stock .....................           -          505,000
    Payment to repurchase common stock .........................           -          (20,000)
    Financing costs ............................................           -           (6,672)
    Repayment of advances from officer .........................           -         (105,000)
    Repayment of loan from affiliates ..........................           -          (74,808)
    Proceeds from Short term notes .............................     5,331,115            -
    Repayment of Short term notes ..............................    (1,365,453)           -
    Receipt of advances to officer .............................           -          157,769
    Advances to Employees ......................................           -         (153,200)
                                                                  ------------    -----------
                    NET CASH PROVIDED BY FINANCING ACTIVITIES        3,965,662      6,178,293
                                                                  ------------    -----------

CHANGE IN CASH AND CASH EQUIVALENTS.............................    (2,028,494)        879,970
Cash and cash equivalents,
 beginning of period ...........................................     2,323,087         11,335
                                                                  ------------    -----------
CASH AND CASH EQUIVALENTS
    AT END OF PERIOD ...........................................  $    294,593    $   891,305
                                                                  ============    ===========
CASH PAID DURING THE YEAR FOR:
    Interest Expense                                              $     53,580    $         -
                                                                  ============    ===========
    Income taxes                                                  $          -    $         -
                                                                  ============    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                        5




<PAGE>


                                 eUNIVERSE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Unaudited)


(1)  ORGANIZATION AND LINE OF BUSINESS

     eUniverse, Inc. (the "Company") is a Nevada Corporation engaged in
developing and operating a network of web sites providing entertainment-oriented
services. The Company is engaged in providing online diversionary entertainment
content and advertising on its network of web sites. The Company conducts
operations from facilities located in Wallingford, Connecticut, San Francisco
and Los Angeles, California, New York, New York, and Mount Vernon, Washington.
The financial statements being presented include the accounts of eUniverse, Inc.
and its wholly owned subsidiaries. All significant inter-company transactions
and balances have been eliminated in consolidation.

(2)  ACCOUNTING POLICIES

     In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements include all adjustments (consisting of normal
recurring adjustments and accruals) necessary for a fair presentation of the
Company's balance sheet, results of operations and cash flows for the periods
presented. The results of the operations for the nine months ended December 31,
2000 may not be indicative of the total results for the full year. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. These unaudited financial statements should be read in conjunction
with audited financial statements and accompanying notes contained in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2000.

REVENUE RECOGNITION

     The Company recognizes service revenue upon fulfillment and delivery of a
customer's advertising campaign. Additionally, the Company derives revenue from
the sale of memberships and sponsorships that are recognized as earned. Barter
transactions are recorded at the lower of the estimated fair value of
advertisements received or the estimated fair value of the advertisements given
with the difference recorded as an advance or prepaid. During the nine months
ended December 31, 2000, the Company recorded $124,612 as bartered advertising
revenue.

ADVERTISING COSTS

     Advertising costs, except for costs associated with direct-response
advertising, are charged to operations when incurred. The costs of
direct-response advertising, if any, are capitalized and amortized over the


                                       6




<PAGE>


period during which future benefits are expected to be received. During the nine
month ended December 31, 2000 and 1999, advertising expense amounted to
$1,090,458 and $90,672 of the reported operating expenses, respectively.

EARNINGS PER SHARE

     The computation of basic earnings per share ("EPS") is computed by dividing
income available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period. The computation
of diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an anti-dilutive effect.

     Securities that could potentially dilute basis earnings per share in the
future that were not included in the computation of diluted earnings per share
because their effect would have been anti-dilutive are as follows:

<TABLE>
<CAPTION>
                                                  December 31
                                               2000          1999
                                              ------        ------
     <S>                                   <C>              <C>
     Warrants.............................   2,864,780        671,865
     Options .............................   6,840,130      4,232,500
                                             ---------      ---------
     Total   .............................   9,704,910      4,904,365
                                             =========      =========
</TABLE>

(3)  DISCONTINUED OPERATIONS

     In September 2000, the Company decided to discontinue its eCommerce
operations. This segment consisted of the sale of CD's, DVD's, videotapes and
computer games. The sale of the assets relating to this segment was consummated
on October 10, 2000. The assets were sold to CLBL, Inc., a Connecticut
corporation owned by a significant shareholder of the Company. The proceeds from
the sale consisted solely of a note receivable from the purchaser in the amount
of $1,000,000. The purchaser has paid off this loan, in its entirety, as of the
date of these statements.

     The revenue from the discontinued operations for the nine months ended
December 31, 2000 and 1999 were $4,753,481 and $6,213,065, respectively. Major
assets disposed of consist of the following approximate values (in $000's): net
goodwill, $9,576; net customer list, $167; net domain names, $159; net fixed
assets, $547; merchandise inventory $350; and prepaid expenses, $67. As a result
of this discontinuance, the consolidated financial statements of eUniverse, Inc.
and the related Notes to the Consolidated Financial Statements and supplemental
data have been adjusted and restated to reflect the results of operations and
assets of the eCommerce segment of business as a discontinued operation in
accordance with generally accepted accounting principles. The loss on disposal
of the eCommerce segment was approximately $9.9 million. This accrual provided


                                       7




<PAGE>


for reserves necessary to write down assets disposed of to their net realizable
values.

(4)  NON-CASH FINANCIAL ACTIVITIES

<TABLE>
<S>                                                                      <C>
Stock issued in acquisition of Dustcloud.com (1)                          $  150,000
Stock issued in acquisition of Debsfunpages.com (2)                           50,000
Stock issued in acquisition of Send4fun.com (3)                              100,000
Stock issued in acquisition of Spreadingjoy.com (4)                           75,000
Additional stock issued in acquisition of Gamers Alliance                    103,513
Additional stock issued in acquisition of The Big Network (5)                552,230
Stock issued to employees as compensation, 59,447 shares                     299,139
Stock issued in connection with services performed                            16,040
Warrants issued to preferred shareholders                                      4,138
Reversal of amortization of variable stock options issued to employees      (207,011)
Stock options issued in connection with services performed                    45,531
Stock options issued in connection with Affiliate                            122,210
Warrants issued in connection with services performed                         80,461
Warrants issued in connection with financing activities
(see Notes Payable section)                                                5,595,106
</TABLE>

1- On April 2, 2000, the Company acquired Dustcloud.com ("Dustcloud") for a
purchase price of up to $300,000 in the form of issuance of shares of the
Company's common stock. The Company has issued 23,668 shares of the Company's
common stock valued at $150,000. The Company may make contingent payments to the
sellers in the form of the Company's common stock valued at up to $150,000,
based on the attainment of certain performance goals and based upon the market
price of common stock on the date of attainment. The market value of the
contingent payments shall be determined as of the date upon which they are
due. In consideration of their continued employment, the Company also issued
to each of Dustcloud's two employees options to purchase 50,000 shares of
common stock. The options have an exercise price of $6.50 and vest over three
years.

2- On September 13, 2000, the Company acquired Debsfunpages.com for a total
purchase price of $250,000. An initial installment of $100,000 was paid upon
closing in the form of issuance of 10,724 shares of the Company's common stock
valued at $50,000 and $50,000 in cash. The remaining $150,000 of cash payments
is to be paid in three installments of $50,000 each.

3- On August 23, 2000, the Company purchased Send4fun.com for a total purchase
price of $650,000, of which $300,000 would be through issuance of the Company's
common stock. As of December 31, 2000, 20,460 shares have been issued valued at
$100,000, and the remaining shares valued at $200,000 are due to be issued in
two installment during the next quarter.

4- On October 11, 2000, the Company purchased Spreadingjoy.com from three
employees for a total purchase price of $300,000 to be paid through the issuance
of the Company's common stock. An initial installment of 25% of the purchase
price was paid upon closing in the form of issuance of 21,426 shares of the
Company's common stock valued at $75,000. The remainder will be issued over the
next 12 months (25% every four months).


                                       8




<PAGE>


5- On June 2, 2000, the Company completed its acquisition of the remaining 5
percent of capital stock of The Big Network, Inc. by issuing an additional
90,160 shares of its common stock valued at $6.125 (market price at the original
acquisition date of August 31, 1999).

(5)  FIXED ASSETS

     Fixed assets, at cost, consist of the following:

<TABLE>
<CAPTION>
                                                        December 31, 2000    March 31, 2000
                                                        -----------------    --------------
<S>                                                        <C>                 <C>
Furniture and fixture.................................     $   25,575          $    59,672
Computers and equipment...............................        815,716            1,098,907
Purchased software....................................        141,093              253,137
Leasehold improvements................................                              48,543
                                                           ----------          -----------
                                                              982,384            1,460,259
Less accumulated depreciation and amortization........        226,480              270,188
                                                           ----------          -----------
     Fixed assets, Net................................     $  755,904          $ 1,190,071
                                                           ==========          ===========
</TABLE>

     Accumulated amortization of purchased software as of December 31, 2000 and
1999 was $62,337 and $30,812, respectively. Depreciation expense from the
continuing operations for the reporting periods was as follows:

<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                          December 31,
                                                       2000           1999
                                                      ------         ------
<S>                                                  <C>             <C>
Depreciation expense.........................        $131,551        $19,991
</TABLE>

(6)  OTHER INTANGIBLES

     Other intangibles consist primarily of the purchase price of web sites
acquired:

<TABLE>
<CAPTION>
                                             December 31, 2000    March 31, 2000
                                             -----------------    --------------
<S>                                            <C>                <C>
Domain names................................   $   1,746,181      $     657,458
Customer lists..............................         100,000            400,000
Other.......................................            -                 7,073
                                                ------------      -------------
                                                   1,846,181          1,064,531
Less accumulated amortization...............         153,749            153,319
                                                ------------      -------------
Other Intangible, Net.......................   $   1,692,432      $     911,212
                                                ============      =============
</TABLE>


                                       9




<PAGE>


(7)  SIGNIFICANT CONCENTRATIONS

     The Company maintains internet advertising contracts with approximately 100
customers. However, revenue from two related customers has accounted for 18% and
30% of advertising revenues for the three-month and nine-month periods ended
December 31, 2000. On November 3, 2000, the Company was served with a 10-day
notice of intent to cancel by Emazing, Inc., one of the two above-mentioned
customers.

     The Company also has acquired a number of web sites collectively referred
to as "Funpages". Domain names such as Justsaywow.com, Send4fun.com,
Funpageland.com, Debsfunpages.com fall under such category. Under the terms
negotiated the previous owners of Funpages have become full-time employees of
the Company and receive commissions based on the performance of their sites as
their compensation. Under the current employment agreements, if the Company
fails to pay such commissions within fourteen months of when they were earned,
the domain names along with the database of a portion of their users may be
returned to these individuals. The Company estimates that approximately 50% of
its advertising revenue for the current quarter was generated from its entire
database of users and the portion that may be returned represents approximately
18% of the 17 million users as of December 31, 2000. Currently, no amounts for
a period in excess of three months is due to these individuals.

(8)  NOTES PAYABLE

Notes payable consist of the following:

1- A secured promissory note to New Technology Holdings, Inc. ("NTH"), dated
September 6, 2000, in the amount of $3,155,670. This note bears an interest rate
of prime rate plus 2%, is payable on demand after the six-month anniversary, and
grants the lender first priority security interest in all the assets of the
Company. In a related transaction, the Company entered into a subscriber
acquisition agreement to provide subscriber names to two of NTH's subsidiaries,
Indimi, Inc. ("Indimi") and Emazing, Inc. ("Emazing"), at a rate of $0.80 per
new subscriber. According to this agreement NTH may, in its sole discretion,
deduct $0.35 from each subscriber fee payable and apply it against the
outstanding principal amount of the above promissory note. Through December 31,
2000, the Company has recorded approximately $3.2 million of advertising revenue
in connection with this agreement and NTH has deducted $660,453 from its
payments to the Company to be applied against the principal amount of the loan,
leaving a balance of $2,495,218 for this loan at December 31, 2000. The Company
also has issued warrants in connection with this note, which is explained in the
warrants section (see note # 10-Warrants).

2- On April 26, 2000, the Company received $1,020,444 pursuant a promissory note
to SFX Entertainment, Inc., a Delaware corporation. This note is collateralized
by 4,841,000 shares of the Company belonging to Brad Greenspan, Chairman of
eUniverse, Inc. The note bears an interest rate of 12% and was payable in full
on August 25, 2000 but remains unpaid as of the date of this filing.

3- On July 7, 2000, the Company received $450,000 pursuant to a promissory note
to VideoGame Partners, LLC, a Delaware company. The interest rate on this loan


                                       10




<PAGE>


was 6% and the loan was payable on August 31, 2000. The interest rate on the
unpaid balance of this note after the maturity date increased to prime rate plus
6%. This loan remains unpaid as of December 31, 2000 (see note # 10-Warrants).

4- On October 7, 2000, the Company purchased FunnyGreetings.com from Jody
Henderson for cash payments totaling $2,000,000 payable over 24 months. As of
the date of this filing, this liability has been recorded as a short-term and a
long-term debt of $940,000 each, with the remaining $120,000 to be allocated to
interest expense. As of December 31, 2000, $15,000 of such interest expense has
been paid.

5- On May 31, 2000, pursuant to a promissory note to GrayBox, LLC, a Nevada
limited liability company, the Company received $250,000. The interest rate on
this loan was 6% and the maturity date was August 31, 2000. This note was fully
paid off by the maturity date (see note # 10-Warrants).

(9)  COMMITMENTS AND CONTINGENCIES

     a) The Company has entered into several agreements to share revenues with
individuals who have provided the Company with computer games, which the Company
has been operating on its web sites. The individuals have granted the Company
usage of the computer games for up to a 25% royalty of advertising revenue
generated from the usage of the game on the Company's web sites. As of December
31, 2000, the Company has no material liabilities or expenses due under these
agreements.

     b) The Company leases office space under non-cancelable operating lease
agreements that expire within the next five years. Future minimum lease payments
under these non-cancelable operating leases are as follows:

<TABLE>
<CAPTION>
                                                              March 31,
                                                             ----------
<C>                                                          <C>
2001......................................................   $   72,615
2002......................................................      282,710
2003......................................................      234,765
2004......................................................      220,822
2005......................................................      165,600
</TABLE>

     Rent expense from the continuing operations for the reporting periods were
as follows:

<TABLE>
<CAPTION>
                                                Nine Months Ended
                                                   December 31,
                                                 2000      1999
                                                ------    ------
<S>                                            <C>        <C>
Rent expense................................   $252,151   $25,775
</TABLE>

     c) On December 9, 1999, The Isosceles Fund Limited, a Bahamian corporation
("Isosceles"), filed suit in the Superior Court of California against the


                                       11




<PAGE>


Company, Brad Greenspan (the Company's chairman), Gerard Klauer Mattison & Co.,
Inc. ("GKM") and ten unnamed individuals seeking damages based on (i) breach of
an alleged subscription agreement between Isosceles and the Company to purchase
common stock of eUniverse, (ii) breach of an implied covenant of good faith and
fair dealing in connection with the alleged subscription agreement, and (iii)
intentional interference with the alleged subscription agreement by GKM and ten
unnamed individuals. With respect to each count of the cause of action,
Isosceles has claimed damages of $1,750,000. Isosceles has also requested that
the court award exemplary and punitive damages, interest, costs of suit and such
other relief as the court may deem fair, just, equitable and proper. The Company
believes the allegations in the complaint are without merit and will defend the
suit vigorously.

(10) EQUITY COMPENSATION PLAN

     Under the Company's 1999 Stock Award Plan, stock options may be granted to
officers, directors, employees and consultants. An aggregate of 9,000,000 shares
of common stock have been reserved for issuance under the Plan. For the nine
months ended December 31, 2000, the Plan's activities were as follows:

STOCK OPTIONS:

<TABLE>
<CAPTION>
                                                                                            WEIGHTED
                                                           NUMBER OF          EXERCISE       AVERAGE
                                                             SHARES             PRICE         PRICE
                                                             ------             -----         -----
<S>                                                         <C>               <C>             <C>
Outstanding at 3-31-2000..............................      4,037,594         $3.00-13.00     $5.39
Granted...............................................      4,310,380          2.75- 7.98      3.35
Cancelled.............................................     (1,507,844)         3.00-13.00      4.89
Reissued..............................................         --
Exercised.............................................         --
Forfeited.............................................         --
                                                           ----------      ---------------    -----
Outstanding at 12-31-2000..............................     6,840,130         $2.75-13.00     $4.08
                                                           ----------      ---------------    -----
Options exercisable at 12-31-2000 .....................     1,514,952         $3.00-13.00     $4.96
                                                           ----------      ---------------    -----
</TABLE>

     The Company uses the intrinsic value method (APB Opinion 25) to account for
its stock options granted to officers, directors, and employees. Under this
method, compensation expense is recorded over the vesting period based on the
difference between the exercise price and quoted market price on the date the
options are granted. Since the company has granted all its stock options at an
exercise price equal to or above the quoted market value on the measurement
date, no compensation expense related to issuance of stock options to employees
has been recorded.

     Pursuant to FASB Interpretation No. 44, the Company accounts for its
repriced options as a variable plan. Compensation is measured as the difference
between the fair market value and the exercise price of the option at the
reporting period, recognized in the financial statements over the service
period.

     On September 15, 1999, the Company cancelled 1,932,000 options, which had
been granted to employees on June 15, 1999 with a weighted average exercise
price of $9.67, and reissued 1,642,200 (85 percent) options with a weighted


                                       12




<PAGE>


average exercise price of $6.00 and a vesting period of three years to the same
employees. Compensation expense related to these options of $207,010 was
recorded on March 31, 2000 and presented in the Company's financial statements
as stock-based compensation.

     During the reporting period, this entry was reversed to reflect the fact
that the fair market value as of the statement date remains below the exercise
price of these options. Moreover, $300,000 of stock-based compensation expense
has been recorded to reflect the value of additional shares to be issued related
to the performance of JustSayWow.com and Funpageland.com. The following table
presents the amount of stock-based compensation that would have been recorded
under the following income statement categories if the stock-based compensation
had not been separately stated in the financial statements.

<TABLE>
<CAPTION>
                                                 Nine Months Ended
                                                    December 31,
                                                 2000         1999
                                                 ----         ----
<S>                                           <C>          <C>
Marketing and Sales.........................  $ 297,065    $ 149,183
Product Development.........................    (19,656)       9,255
General and Administrative..................   (164,598)       3,450
                                              ---------    ---------
     Total stock based compensation........   $ 112,811    $ 161,888
                                              =========    =========
</TABLE>

WARRANTS:

<TABLE>
<CAPTION>
                                                               NUMBER
                                                              OF SHARES    EXERCISE PRICE
                                                              ---------    --------------
<S>                                                           <C>           <C>
Outstanding at 3-31-2000....................................  1,026,677      $ 2.74-10.00
Granted.....................................................  1,918,103      $ 1.00-12.00
Exercised...................................................    (80,000)         6.00
Exercised...................................................     --
Forfeited...................................................     --
                                                              ----------    --------------
Outstanding at 12-31-2000....................................  2,864,780     $ 2.74-12.00
                                                              ----------    --------------
Warrants exercisable at 12-31-2000...........................  2,864,780     $ 2.74-12.00
                                                              ----------    --------------
</TABLE>

1- In connection with a loan from New Technology Holdings, Inc. in the amount of
$3,155,670 (see Note # 8-1), the Company has issued 1,101,260 warrants to the
lender. The first 701,260 of these warrants have an exercise price of $4.50 per
share, the next 200,000 warrants, exercisable after the original 701,260 have
been exercised, have an exercise price of $5.00 per share. The last 200,000
warrants, exercisable after the purchase of 901,260 shares, have an exercise
price of $6.00 per share. These warrants have been valued at $3,323,984 on the
financial statements using the Black Scholes option pricing model with a risk
free interest rate of 6.25%, a volatility of 108%, no expected dividend yield,
and a life of 4 years.

2- In connection with the Company defaulting in one of the provisions of a loan
from VideoGame Partners, LLC in the amount of $450,000 (see Note # 8-3), and in
consideration for the payment of $25,000 by VideoGame Partners, the Company


                                       13




<PAGE>


issued warrants to purchase 500,000 shares of the Company's common stock at a
purchase price of $1.00 per share. These warrants have been valued at $1,812,702
on the financial statements using the Black Scholes option pricing model with a
risk free interest rate of 6.25%, a volatility of 107% with no expected dividend
yield, and a life of one year.

3- In connection with a loan from GrayBox, LLC in the amount of $250,000 (see
Note # 8-4), and in consideration for receiving $8,000, the Company issued
warrants for 80,000 shares of the Company's common stock to the lender at an
exercise price of $6.00. In connection with this loan and as a replacement for
the warrants therein, the Company agreed to cause one of its shareholders to
sell 100,000 shares of the Company's common stock (the "Replacement Shares") to
GrayBox at a purchase price of $1.80 per share by June 30, 2000. Upon receipt by
GrayBox of the 100,000 Replacement Shares, GrayBox agreed to tender the warrants
back to the Company. On June 22, 2000, the transaction involving the sale of
Replacement Shares took place and the original 80,000 warrants were subsequently
canceled by the Company. The Replacement Shares have been valued at $458,421 on
the financial statements using the Black Scholes option pricing model with a
volatility of 104%, risk free interest rate of 6.25%, no expected dividend
yield, and life of one month.

(11) SEGMENTED DISCLOSURES

     The following table represents segmented reporting for the nine month
period ending December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                           PRODUCT   SERVICES   CORPORATE    TOTAL
(000'S)                                                    -------   --------   ---------    -----
<S>                                                       <C>                     <C>      <C>
NINE MONTHS ENDED DECEMBER 31, 2000:
Revenue.................................................  $          $11,429      $  --    $ 11,429

Operating loss..........................................              (1,722)   (3,276)*    (4,998)
Net interest income and expense.........................                        (4,933)     (4,933)
                                                          -------     -------   -------     -------
Pre tax loss............................................              (1,722)   (8,209)     (9,931)
Net loss................................................              (1,722)   (8,209)     (9,931)
Assets..................................................              18,605     9,594*     28,208
Depreciation and amortization...........................               1,728       178       1,906
Fixed assets additions..................................                 359                   359

NINE MONTHS ENDED DECEMBER 31, 1999:
Revenue.................................................                 738         --        738

Operating loss..........................................              (1,673)   (2,309)*    (3,982)
Net interest income and expense.........................                            58          58
Loss allocated o minority interest......................                            16          16
                                                           -------    -------   -------    -------
Pre tax loss...........................................               (1,673)   (2,235)     (3,908)
Net loss...............................................               (1,673)   (2,235)     (3,908)
Assets..................................................    10,029    17,582     1,401*     29,012
Depreciation and amortization...........................                 869        11         880
Fixed assets additions..................................       517       252        11         658
</TABLE>


                                       14




<PAGE>


     *Significant reconciling items in the corporate columns are as follows (in
000's):

NINE MONTHS ENDED DECEMBER 31, 2000:

Operating loss: Professional fees $927; Compensation $1,071; Consulting $380;
Investor and public relations $283; Bad debt allowance $332.

Assets: Accounts receivable $2,898; Deferred charges $1,403; Goodwill and other
intangible $4,176.

NINE MONTHS ENDED DECEMBER 31, 1999:

Operating loss: Professional fees $697; Compensation $732; Consulting $229;
Investor and public relations $393;

Assets: Cash $680; Accounts receivable $216; Other intangible assets $173.

(12) Going Concern Issue

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
sustained losses and negative cash flows from operations since its inception.
The Company currently does not have sufficient cash reserves and working capital
surplus to fund its operations, and its ability to meet its obligations in the
ordinary course of business is dependent upon its ability to raise additional
financing through public or private equity financings, establish profitable
operations, enter into collaborative or other arrangements with corporate
sources, or secure other sources of financing to fund operations.

     Management believes that divesting its eCommerce operations will enable the
Company to become cash flow positive in the near future. Management also will
attempt to raise additional working capital through equity and/or debt
financings in the upcoming months. The matters discussed above raise substantial
doubt about the Company's ability to continue as a going concern. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company has a limited operating
history, and its prospects are subject to the risks, expenses and uncertainties
frequently encountered by companies in the new and rapidly evolving markets for
Internet products and services. These risks include the rejection of the
Company's services by Internet consumers or advertisers and the inability of the
Company to maintain and increase the levels of traffic on its web sites, as well
as other risks and uncertainties. In the event that the Company does not
successfully implement its business plan and obtain additional equity and/or
debt financing, certain assets may not be recoverable.

(13) Subsequent Events

     On February 14, 2001, the Company and NTH amended the subscriber
acquisition agreement and secured promissory note between the companies. Under
the revised terms of the note, NTH extended the date on which it may demand
repayment to December 31, 2001. Additionally, NTH agreed to a payment of
outstanding amounts owed to the Company under the existing subscriber
agreement and the parties agreed to terminate the remaining subscriber
acquisition agreement as of January 16, 2001.

     As previously disclosed, on September 18, 2000, the Company filed a lawsuit
against the former shareholders of The Big Network, Inc. ("BNI Shareholders")
and Stephen Sellers and John Hanke relating to the Company's acquisition of BNI
and concerning the activities of Messrs. Sellers and Hanke as executive
employees, and in the case of Mr. Sellers, as Board member, of the Company after
the BNI Acquisition. On February 12 and 13, 2001, the Company was served with
lawsuits filed by John Hanke, Stephen Sellers and numerous BNI Shareholders
alleging breach of contracts, fraud and related claims in connection with a
series of purported agreements (collectively "the BNI Registration Agreements")
by and between the Company, the Company's Chairman and CEO Brad Greenspan, and
the BNI Shareholders. The BNI Registration Agreements principally concern an
option on, and registration of, the eUniverse shares held by the BNI
Shareholders and penalties owed by the Company and Greenspan for failure to
exercise the option and register the shares. The Company believes that these
lawsuits, also filed in California Superior Court for the County of Alameda,
will be consolidated with the Company's pending lawsuit against Sellers, Hanke
and the BNI Shareholders (collectively "the BNI Litigation"). In light of the
Company's claims against Messrs. Sellers and Hanke in connection with the BNI
Acquisition (as formerly described), and for additional reasons surrounding the
making of the purported BNI Registration Agreements themselves, the Company
believes that these new lawsuits are without merit and will vigorously defend
itself. The Company has retained Pillsbury Winthrop LLP (f/k/a Pillsbury Madison
& Sutro LLP) to represent the Company in the BNI Litigation. Prosecution and
defense of the BNI Litigation may result in significant expenses to the Company
and the diversion of management time and other resources. In addition, although
the Company believes the claims against it and Greenspan are without merit and
the Company will vigorously prosecute and defend the BNI Litigation, the
Company's exposure is potentially substantial in the event the Company is
unsuccessful.

                                       15




<PAGE>


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

     The following discussion should be read in conjunction with our financial
statements and the accompanying notes that appear elsewhere in this report. The
results for the current quarter reflect the consolidated operations of
eUniverse, Case's Ladder, Gamer's Alliance and Big Network. Results for the
comparable period in 1999 include only those of eUniverse, Case's Ladder (since
May 30, 1999), Gamer's Alliance (since June 30, 1999) and Big Network (since
September 1, 1999). Effective October 10, 2000,the products business segment of
eUniverse was sold to CLBL, Inc. and the results of that segment are treated as
a discontinued operation in the financial statements. The following discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements.

RESULTS OF OPERATIONS -- QUARTER ENDED DECEMBER 31, 2000 VS. 1999

NET SALES

     Net service sales include advertising, sponsorship and membership revenues.

<TABLE>
<CAPTION>
                                        QUARTER ENDED                NINE-MONTHS ENDED
                                        DECEMBER 31,                   DECEMBER 31,
                                  --------------------------   --------------------------
                                   2000     1999    % CHANGE    2000     1999    % CHANGE
                                   ----     ----    --------    ----     ----    --------
                                  (IN THOUSANDS)               (IN THOUSANDS)
<S>                              <C>       <C>          <C>    <C>       <C>        <C>
Net sales......................  $4,566    $  421       984%   $11,429   $  738     1449%
</TABLE>

     For the quarter ended December 31, 2000, total revenues increased more than
10 times or $4.1 million. The increases were attributable to both the
acquisitions that have occurred in the past year and the development of our
advertising network for which we provide advertising. The increased development
of our network and the Funpage sites have caused revenues to grow almost 12% for
the current quarter versus the three-month period ended September 30 of this
year. For the nine-month period net sales increased more than 15 times over the
prior year period as a result of the same factors noted above. Revenues also
include barter and non-cash advertising where we exchange banner and other ad
impressions on our sites for similar quantities on our barter partner's sites or
in exchange for equity ownership in the partner. Barter revenues and equity
revenues were $250,000 for the current quarter, or 5%, and represented less than
3% of revenues for the nine months. The Company had no barter transactions for
the prior year. We expect that advertising revenues will continue to grow as a
result of our emphasis in developing our own sites and our network as well as
realizing larger benefits of the acquisitions.


                                       16




<PAGE>


GROSS PROFIT

     Gross profit is calculated as net sales less the cost of sales, which
consists of the cost related to our advertising network.

<TABLE>
<CAPTION>
                                       QUARTER ENDED               NINE-MONTHS ENDED
                                       DECEMBER 31,                  DECEMBER 31,
                                ----------------------------   ----------------------------
                                2000      1999      % CHANGE   2000      1999      % CHANGE
                                ----      ----      --------   ----      ----      --------
                                (IN THOUSANDS)                 (IN THOUSANDS)
<S>                           <C>        <C>          <C>    <C>       <C>           <C>
     Gross Profit.............$4,221     $ 433        103%   $ 9,872   $  722        1267%
     Percentage of sales......  92.4%    102.7%                86.4%     97.9%
</TABLE>

     For the quarter ended December 31, 2000, combined gross profit decreased as
a percentage of net sales from 103% to 92% but increased significantly in
absolute dollars from $0.4 million to $4.2 million over the same period in 1999,
reflecting the substantial increase in sales to include advertising and
membership revenues as noted above. The gross margin percentage decreased due to
costs related to the eUniverse advertising network developed earlier in this
calendar year. For the nine-month period, margins declined from 98% to 86%,
however overall gross profits increased dramatically from $0.7 million to $9.9
million. Gross margins attributable to new business areas may be lower than
those associated with the Company's existing business activities. However, the
Company over time will continue to focus on increasing advertising revenue,
particularly for the gamers community and Funpage sites, and improving margins.

MARKETING AND SALES

     Marketing and sales expenses consist primarily of advertising, public
relations and promotional expenditures, and all related payroll and related
expenses for personnel engaged in marketing and selling activities.

<TABLE>
<CAPTION>
                                      QUARTER ENDED                  NINE-MONTHS ENDED
                                      DECEMBER 31,                     DECEMBER 31,
                               ----------------------------   ----------------------------
                               2000      1999      % CHANGE    2000      1999     % CHANGE
                               ----      ----      --------    ----      ----     --------
                               (IN THOUSANDS)                 (IN THOUSANDS)
<S>                          <C>         <C>          <C>     <C>        <C>         <C>
Marketing and Sales..........$1,950      $517         277%    $6,793     $792        758%
Percentage of sales........... 42.7%     50.4%                  59.4%    59.0%
</TABLE>

     For the quarter ended December 31, 2000, marketing and sales expenses
increased by $1.4 million, or 277%, over the comparable period in 1999 due to
factors principally related to rapid growth of the Company. This $1.5 million


                                       17




<PAGE>


increase was driven by both the rapid expansion of our sites and acquisitions
that occurred throughout the prior year. Specific increases for the current
quarter over the same period last year include the following: payroll of
$318,000, consulting and other services of $13,000, facilities of $68,000, and
commissions and incentive compensation relating to our acquisitions of $1.0
million. For the nine-month period ended December 31, 2000, marketing and sales
expenses increased $6.0 million over the comparable period in 1999 for the same
reasons cited above in the comparison of the current quarter to the same period
last year. Specific increases for the nine-month period ended December 31, 2000
include the following: payroll expense of $1.0 million, advertising and
promotion expense of $1.0 million, consulting and other service expense of
$287,000, facilities expenses of $273,000, and commissions and incentive
compensation relating to our acquisitions of $3.2 million. We intend to continue
our branding and marketing campaigns and expect sales expenses to increase
significantly in absolute dollars. However, the commissions and incentive
compensation related to our acquisitions are expected to decrease after the
initial contract periods beginning in the second quarter of our next fiscal
year.

PRODUCT DEVELOPMENT

     Product development expenses consist of payroll and related expenses for
developing and maintaining the Company's web sites and supporting technology.

<TABLE>
<CAPTION>
                                      QUARTER ENDED                 NINE-MONTHS ENDED
                                       DECEMBER 31,                    DECEMBER 31,
                                ----------------------------   ----------------------------
                                2000      1999     % CHANGE    2000      1999     % CHANGE
                                ----      ----     --------    ----      ----      --------
                                (IN THOUSANDS)                 (IN THOUSANDS)
<S>                           <C>         <C>         <C>    <C>         <C>         <C>
Product Development...........$1,026      $340        202%   $2,781      $562        395%
Percentage of sales...........  22.5%     33.2%                24.3%     41.9%
</TABLE>

     For the quarter ended December 31, 2000, product development costs
increased $686,000, or 202%, over the comparable period in 1999 as a result of
increased payroll and internet expense due to our rapid expansion in network
traffic and website development. The $686,000 increase for the current quarter
came from $362,000 in payroll related costs and $366,000 in facilities and
Internet fees. Outside services declined by $42,000. For the nine-month period
ended December 31, 2000, costs increased $2.2 million over the comparable period
in 1999 as a result of our expansions and acquisitions. The $2.2 million
increase for the nine-month period came from $1.1 million in payroll related
costs, $241,000 in consulting and outside development services and the remaining
$859,000 in facility and


                                       18




<PAGE>


Internet fees. We expect that costs will continue to increase each quarter
commensurate with our revenue increases and will show increases over the prior
year due to acquisitions in the past year.

GENERAL AND ADMINISTRATIVE

     General and administrative ("G&A") expenses consist of payroll and related
expenses for executive, finance and administrative personnel, recruiting,
professional fees and other general corporate expenses.

<TABLE>
<CAPTION>
                                     QUARTER ENDED                  NINE-MONTHS ENDED
                                      DECEMBER 31,                     DECEMBER 31,
                               ----------------------------   ----------------------------
                               2000      1999      % CHANGE    2000      1999     % CHANGE
                               ----      ----      --------    ----      ----     --------
                                   (IN THOUSANDS)                 (IN THOUSANDS)
<S>                          <C>       <C>            <C>     <C>      <C>           <C>
General and administrative...$1,097    $1,136         (3%)    $3,408   $2,329        46%
Percentage of sales..........  24.0%     33.2%                  29.8%   173.5%
</TABLE>

     For the quarter ended December 31, 2000, G&A costs declined somewhat by
$39,000, or 3%, compared to the comparable period in 1999 due to reduced
acquisition and Securities and Exchange Commission registration activity. For
the current quarter payroll costs increased by $133,000 over last year, but
decreases in accounting and legal of $85,000 and professional consulting
services of $174,000 offset this and other increases of $85,000 in office,
depreciation and facility expense. For the nine-month period ended December 31,
2000, G&A costs increased $1.1 million, or 46%, over the comparable period in
1999. The increase in G&A expenses result from our business expansion and
acquisitions in the current year. The increased expenses include payroll expense
of $339,000, accounting and legal expense of $231,000, professional services of
$179,000 and other office, depreciation and facility expense increases of
$330,000. The Company expects G&A costs to continue to increase commensurate
with its expansion plans.

AMORTIZATION OF INTANGIBLES

<TABLE>
<CAPTION>
                                            QUARTER ENDED                   NINE-MONTHS ENDED
                                             DECEMBER 31,                      DECEMBER 31,
                                        ---------------------             ---------------------
                                        2000             1999             2000             1999
                                        ----             ----             ----             ----
                                             (IN THOUSANDS)                    (IN THOUSANDS)
<S>                                     <C>             <C>             <C>               <C>
Amortization of intangibles..........   $632            $ 461           $1,775            $ 860
</TABLE>

     The current period charges reflect the stock acquisitions of Case's Ladder,
Gamer's Alliance, Big Network and Pokemon Village and the asset acquisitions of
Funone, JustSayWow, Dustcloud and other minor acquisitions.


                                       19




<PAGE>


It is likely that the Company will continue to expand its business through
acquisitions and investments, which will cause amortization costs to increase.

STOCK-BASED COMPENSATION

     Stock-based compensation is comprised of the portion of acquisition related
consideration conditioned on the continued tenure of key employees, which must
be classified as compensation expense under generally accepted accounting
principles. Additional stock-based compensation is recorded for stock price
fluctuations that affect compensation expense for options that were repriced in
December 1999.

<TABLE>
<CAPTION>
                                           QUARTER ENDED                    NINE-MONTHS ENDED
                                            DECEMBER 31,                       DECEMBER 31,
                                        ---------------------             ---------------------
                                        2000             1999             2000             1999
                                        ----             ----             ----             ----
                                             (IN THOUSANDS)                    (IN THOUSANDS)
<S>                                     <C>             <C>               <C>            <C>
Stock-based Compensation.............   $200            $  79             $113           $  162
</TABLE>

     The expenses for the quarter are attributable to performance bonuses in
connection with the acquisitions of JustSayWow and Funpageland, while expenses
for the other periods derive from variable stock compensation in connection with
repricing of options to employees in December 1999.

OPERATING LOSS

<TABLE>
<CAPTION>
                                  QUARTER ENDED                    NINE-MONTHS ENDED
                                   DECEMBER 31,                       DECEMBER 31,
                               ----------------------            ---------------------
                               2000             1999             2000             1999
                               ----             ----             ----             ----
                                  (IN THOUSANDS)                    (IN THOUSANDS)
<S>                          <C>             <C>             <C>              <C>
Operating (Loss)........     $  (685)        $(2,101)        $(4,998)         $(3,982)
Percentage of sales.....      (15.0%)        (499.0%)         (43.7%)         (539.5%)
</TABLE>

     For the quarter ended December 31, 2000, the operating loss decreased from
$2.1 million to $0.7 million over the comparable period in 1999 due to the rapid
growth in high margin revenues and gross profits that more than offset increases
in expenses. For the nine-month period ended December 31, 2000, the operating
loss increased from $4.0 million to $5.0 million for the comparable period in
1999. The principal cause was the increase in amortization expense of $1.0
million.


                                       20




<PAGE>


NON-OPERATING INCOME AND (EXPENSE)

<TABLE>
<CAPTION>
                                  QUARTER ENDED                    NINE-MONTHS ENDED
                                   DECEMBER 31,                       DECEMBER 31,
                               ----------------------            ---------------------
                               2000             1999             2000             1999
                               ----             ----             ----             ----
                                  (IN THOUSANDS)                    (IN THOUSANDS)
<S>                            <C>             <C>            <C>               <C>
Interest income ........     $     5           $  19          $    17           $   58
Interest expense........     $(2,068)          $  --          $(4,950)          $   --
Minority interest ......          --              --               --             ( 16)
</TABLE>

     Interest and financing expense for the quarter for the short-term loans
were primarily from recognition of the costs related to the issuance of warrants
in connection with the short-term loans provided during the previous quarter
that were being amortized over 6 months. A total of 1,701,260 options and
warrants were issued and have been valued at $5.6 million. Additionally, stock
valued at almost $0.3 million and charged here was issued in connection with the
purchase of our common stock from the purchaser of the CD Universe assets. For
the quarter and nine-months, $2.1 million and $5.0 million was expensed,
respectively. A balance of $1.3 million remains to be expensed in the coming
quarter. In the prior year we had no interest or financing expense.

INCOME TAXES

     The Company has not generated any taxable income to date and therefore has
not paid any federal income taxes since inception. Utilization of the Company's
net operating loss carry forwards, which begin to expire in 2011, may be subject
to certain limitations under Section 382 of the Internal Revenue Code of 1986,
as amended. Due to uncertainties regarding realizability of the deferred tax
assets, the Company has provided a valuation allowance on the deferred tax asset
in an amount necessary to reduce the net deferred tax asset to zero.

LOSS FROM CONTINUING OPERATIONS

<TABLE>
<CAPTION>
                                  QUARTER ENDED                    NINE-MONTHS ENDED
                                   DECEMBER 31,                       DECEMBER 31,
                               ----------------------            ---------------------
                               2000             1999             2000             1999
                               ----             ----             ----             ----
                                  (IN THOUSANDS)                    (IN THOUSANDS)
<S>                          <C>              <C>             <C>              <C>
Net (Loss)..............     $(2,748)         $(2,082)        $(9,931)         $(3,908)
Percentage of sales.....      ( 60.2%)         (494.3%)        ( 86.9%)         (529.8%)
</TABLE>


                                       21




<PAGE>


    For the quarter ended December 31, 2000, net loss increased from $2.1
million to $2.7 million due to the financing expenses discussed above. For the
nine-month period ended December 31, 2000, the net loss increased from $3.9
million to $9.9 million for the comparable period in 1999. Financing and
amortization expenses during the current year account for the increased losses.

NET LOSS FROM DISCONTINUED OPERATIONS

<TABLE>
<CAPTION>
                                  QUARTER ENDED                    NINE-MONTHS ENDED
                                   DECEMBER 31,                       DECEMBER 31,
                               ----------------------            ---------------------
                               2000             1999             2000             1999
                               ----             ----             ----             ----
                                  (IN THOUSANDS)                    (IN THOUSANDS)
<S>                           <C>              <C>            <C>              <C>
Loss from discontinued
  operations..............    $(254)           $(925)         $(4,046)         $(2,404)
Loss from disposal of segment
  (net of taxes) ..........    ( 57)              --           (9,871)              --
</TABLE>

     In September 2000, our Board of Directors approved a plan for disposal of
the products (eCommerce) segment of the business, and an agreement was signed on
October 3, 2000 to sell the assets of the segment to CLBL, Inc., a company owned
by Charles Beilman, previously a director and officer of eUniverse, Inc. The
transaction was closed on October 10, 2000 and provided for CD Universe to
receive $1 million in exchange for the tangible and intangible assets of the
business. Additionally, eUniverse received $500 thousand for advertising on its
sites of CLBL over the next six months. eUniverse has elected to treat this as a
discontinued operation, as such presentation is believed to be clearer to
shareholders.

     For the quarter the discontinued operations incurred losses of $254,000
bringing the nine-month total to a loss of $4.0 million. A loss on the disposal
of assets of $9.8 million was also incurred, principally consisting of a loss on
disposal of intangible assets. Accordingly, we do not expect to record any
material expense in the future relating to this segment.

LIQUIDITY AND CAPITAL RESOURCES

     Since April 14, 1999, the Company has satisfied its cash requirements
primarily through private placements of equity securities (including the $6.3
million net proceeds raised in April 1999) and short-term loans and cash flow
from sales of music CD's and videos.

     Net cash used in operating activities was $5.7 million and $2.7 million for
the nine-month periods ended December 31, 2000 and 1999,


                                       22




<PAGE>


respectively. Net operating cash flows were primarily attributable to net losses
and increases in current assets after offsets by increases in current
liabilities and by non-cash charges for depreciation and amortization and the
losses on discontinued operations.

     Net cash used in investing activities was $0.3 million and $1.2 million for
the nine-month periods ended December 31, 2000 and 1999, respectively. In the
nine-months, $318,000 was used for fixed asset purchases offset by $42,000 in
changes of other assets and deposits. Investments for 1999 consisted of $1.9
million for acquisitions less proceeds received through acquisitions, and
purchases of fixed assets in the amount of $185,000.

     Net cash provided by financing activities of $4.0 million for the
nine-month period ended December 31, 2000 resulted from proceeds from short-term
loans from new investors of $5.3 million less repayments. One loan with an
outstanding balance of $2.4 million is payable on demand, but is currently being
repaid through deductions from ongoing receivables. Loans of approximately $1.5
million remain unpaid past their maturity date and are effectively in default.
The Company will incur additional default interest on these loans of
approximately $2,500 monthly. Additionally, the lenders on these past-due loans
could demand immediate payment and initiate legal proceedings against the
Company. Of the $1.5 million in past-due loans, one note in the principal amount
of $1.02 million is secured by 4.8 million shares of our common stock owned by
Mr. Greenspan. For the comparable period in 1999, cash flows from financing
activities were $6.2 million, which resulted from net proceeds of $6.3 million
from the sale of 1.8 million shares of preferred stock and 997,835 shares of
common stock, plus repayments of advances to an officer and affiliates offset by
advances to employees made in conjunction with acquisitions.

     As of December 31, 2000, the Company's principal commitments include
obligations for leases amounting to approximately $275,000, annually. Continued
acquisitions and investments may also require future capital expenditures.

     The Company currently has minimal cash reserves and working capital surplus
to fund its operations, and its ability to meet its obligations in the ordinary
course of business is dependent upon its ability to raise additional funds
through public or private equity financing, establish profitable operations,
enter into collaborative or other arrangements with corporate sources, or secure
other sources of financing to fund operations. Cash was used principally to
finance working capital requirements. Management will attempt to raise
additional working capital through additional equity and/or debt financings in
the upcoming year. There can


                                       23




<PAGE>


be no assurance that such financing can be successfully completed on terms
acceptable to the Company.

     The matters discussed above raise substantial doubt about the Company's
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. The Company has a limited operating history, and its prospects are
subject to the risks, expenses and uncertainties frequently encountered by
companies in the new and rapidly evolving markets for Internet products and
services. These risks include the rejection of the Company's services by
Internet consumers or advertisers and the inability of the Company to maintain
and increase the levels of traffic on its web sites, as well as other risks and
uncertainties. In the event that the Company does not successfully implement its
plan for additional funding, certain assets may not be recoverable.





                                       24




<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         As previously disclosed, on December 9, 1999, The Isosceles Fund
Limited ("Isosceles") filed suit in the Superior Court of California against
the Company, Brad Greenspan, Gerard Klauer Mattison & Co., Inc. ("GKM") and
ten unnamed individuals seeking damages based on (i) breach of an alleged
subscription agreement between Isosceles and the Company to purchase common
stock of eUniverse, (ii) breach of an implied covenant of good faith and fair
dealing in connection with the alleged subscription agreement, and (iii)
intentional interference with the alleged subscription agreement by GKM and ten
unnamed individuals (the "Isosceles Lawsuit"). Also as previously disclosed, on
November 1, 2000, Ballsbridge Finance Ltd. (""Ballsbridge") filed a lawsuit
against the Company in the California Superior Court for the County of Los
Angeles seeking damages based on breach of contract and related claims based on
the Company's alleged refusal to authorize transfer of 55,000 unregistered
shares of eUniverse common stock originally issued to Ballsbridge in or about
May of 1999 (the "Ballsbridge Lawsuit"). On February 2, 2001, Isosceles,
Ballsbridge and the Company entered into a Stipulation For Settlement in
mediation and agreed to settle the Isosceles Lawsuit and Ballsbridge Lawsuit.
The settlement agreement calls for the issuance of unregistered shares of
eUniverse Common Stock to Isosceles. Additionally, the Board of Directors of
eUniverse will rescind its resolution to cancel the shares already issued to
Ballsbridge, which shares have remained on the Company's books and which
resolution to cancel such shares has never been carried out due to ongoing
settlement discussion with Ballsbridge. The settlement agreement also provides
for the dismissal of the Isosceles Lawsuit and Ballsbridge Lawsuit.

         As previously disclosed, on September 18, 2000, the Company filed a
lawsuit against the former shareholders of The Big Network, Inc. ("BNI
Shareholders") and Stephen Sellers and John Hanke relating to the Company's
acquisition of BNI and concerning the activities of Messrs. Sellers and Hanke
as executive employees, and in the case of Mr. Sellers, as Board member, of the
Company after the BNI Acquisition. On February 12 and 13, 2001, the Company was
served with lawsuits filed by John Hanke, Stephen Sellers and numerous BNI
Shareholders alleging breach of contracts, fraud and related claims in
connection with a series of purported agreements (collectively "the BNI
Registration Agreements") by and between the Company, the Company's Chairman and
CEO Brad Greenspan, and the BNI Shareholders. The BNI Registration Agreements
principally concern an option on, and registration of, the eUniverse shares held
by the BNI Shareholders and penalties owed by the Company and Greenspan for
failure to exercise the option and register the shares. The Company believes
that these lawsuits, also filed in California Superior Court for the County of
Alameda, will be consolidated with the Company's pending lawsuit against
Sellers, Hanke and the BNI Shareholders (collectively "the BNI Litigation"). In
light of the Company's claims against Messrs. Sellers and Hanke in connection
with the BNI Acquisition (as formerly described), and for additional reasons
surrounding the making of the purported BNI Registration Agreements themselves,
the Company believes that these new lawsuits are without merit and will
vigorously defend itself. The Company has retained Pillsbury Winthrop LLP (f/k/a
Pillsbury Madison & Sutro LLP) to represent the Company in the BNI Litigation.
Prosecution and defense of the BNI Litigation may result in significant expenses
to the Company and the diversion of management time and other resources. In
addition, although the Company believes the claims against it and Greenspan are
without merit and the Company will vigorously prosecute and defend the BNI
Litigation, the Company's exposure is potentially substantial in the event the
Company is unsuccessful.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

1.   As a result of the Company defaulting on a loan from VideoGame Partners,
     LLC in the amount of $450,000, and in consideration for the payment of
     $25,000 by VideoGame Partners, LLC pursuant to the remedies upon default
     under the loan, as of September 8, 2000 the Company issued to VideoGame
     Parnters LLC a warrant to purchase 500,000 shares of the Company's common
     stock at a purchase price of $1.00 per share.

2.   On August 23, 2000, the Company purchased Send4fun.com for a total
     purchase price of $650,000, of which $300,000 would be through issuance of
     the Company's common stock. As of December 31, 2000, 20,460 shares have
     been issued valued at $100,000, and the remaining shares valued at
     $200,000 are due to be issued in two installments during the next quarter.

3.   On October 11, 2000, the Company purchased Spreadingjoy.com from three
     employees for a total purchase price of $300,000 to be paid through the
     issuance of the Company's common stock. An initial installment of 25% of
     the purchase price was paid upon closing in the form of issuance of 21,426
     shares of the Company's common stock valued at $75,000. The remainder will
     be issued over the next 12 months (25% every four months).


                                       25




<PAGE>


4.   eUniverse issued 121,200 warrants to two preferred shareholder to
     purchase shares of common stock at an exercise price of $2.75 per share,
     as consideration for such preferred shareholders' agreements to delay
     conversion of their preferred stock. These warrants expire two years
     after the date of issuance.

     The foregoing sales of common stock were made in reliance upon the
exemptions from registration set forth in Section 4(2) of the Securities Act of
1933 and/or Rule 506 of Regulation D promulgated thereunder for transactions not
involving a public offering. No underwriters were engaged in connection with the
foregoing sales of securities. These sales were made without general
solicitation or advertising. Each purchaser was an "accredited investor" or a
sophisticated investor with access to all relevant information necessary to
evaluate the investment who represented to the Company that the shares were
being acquired for investment.

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

     The Annual Meeting of Stockholders was held on Wednesday, November 15, 2000
in Los Angeles, California at which the following matters were submitted to a
vote of the stockholders of the Company:

     (a) Votes cast for or withheld regarding the election/re-election of
Directors for terms expiring in 2001:

<TABLE>
<CAPTION>

                                     FOR                                WITHHELD
                                     ---                                --------
<S>                                <C>                                   <C>
Brad D. Greenspan                  13,091,347                            4,250
                                -----------------                   ---------------
Brett Brewer                       13,091,347                            4,250
                                -----------------                   ---------------
Gordon Landies                     13,091,347                            4,250
                                -----------------                   ---------------
Daniel Mosher                      13,091,347                            4,250
                                -----------------                   ---------------
</TABLE>

     (b) Votes cast for or against, and the number of abstentions for each other
proposal brought before the meeting are as follows:

<TABLE>
<CAPTION>

Proposal                                For                 Against                Abstain
--------                                ---                 -------                -------
<S>                                  <C>                      <C>                   <C>
Ratification of Appointment of       13,297,304                   235               1,729
Independent Auditors:

Approval of the 1999 Stock           11,879,175               223,600               4,979
Awards Plan:

Stockholder's Approval of the        12,088,012                19,592                 150
Agreement and Plan of Merger
and change of the Company's
state of incorporation from
Nevada to Delaware:

</TABLE>

                                       26




<PAGE>


ITEM 5.  OTHER INFORMATION.

     On August 8, 2000, the Executive Committee of the Board of Directors of the
Company approved the relocation of the Company's headquarters from 101 North
Plains Industrial Road, Wallingford, Connecticut to 3600 Wilshire Boulevard,
Suite #1700, Los Angeles, California.

     On November 16, 2000, Gordon Landies resigned as a Director of the
Company. On January 22, 2001, the Board of Directors of the Company elected Ryan
A. Brant as a Director of the Company, filling the vacancy created by Mr.
Landies' resignation.

     As of September 29, 2000, the Board of Directors of the Company approved an
increase in annual compensation to be paid to Brad Greenspan from $120,000 to
$170,000.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>
Exhibit
Number           Exhibit Title/Description
------           --------------------------
<S>       <C>
3.01 --    Articles of Incorporation of eUniverse.(1)
3.02 --    Amendment to Articles of Incorporation of eUniverse regarding change of
           name.(1)
3.03 --    Certificate of Amendment of Articles of Incorporation regarding issuance of Preferred Stock.(1)
3.04 --    Bylaws of eUniverse.(1)
3.05 --    Amendment to Bylaws.(1)
3.06 --    Designation of Preferred Stock of Motorcycle Centers of America, Inc. dated April 7, 1999, as filed
           with the Secretary of the State of Nevada, which defines the rights and preferences of the
           Preferred Stock of eUniverse.(1)
3.06.01    First Amendment to Designation of Stock of eUniverse, Inc. f/k/a Motorcycle Centers of America,
           Inc. and First Amended and Restated Certificate of Designation of Series A 6% Convertible Preferred
           Stock of eUniverse, Inc., dated as of February 2, 2000.(6)
10.01 --   Stock Purchase Agreement by and between Palisades Capital, Inc. and Charles Beilman, dated as of
           October 1, 1998 (the "Stock Purchase Agreement").(1)
10.02 --   Amendment to Stock Purchase Agreement, dated December 29, 1998.(1)
10.03 --   Amendment No. 2 to Stock Purchase Agreement, dated February 11, 1999.(1)
10.04 --   Amendment No. 3 to Stock Purchase Agreement, dated as of March   , 1999.(1)
10.05 --   Amendment Number 4 to Stock Purchase Agreement, dated as of June 9, 1999.(1)
</TABLE>


                                       27




<PAGE>


<TABLE>
<S>        <C>
10.06 --   Agreement and Plan of Reorganization by and among Motorcycle Centers of America, Inc.,
           Entertainment Universe, Inc. and the principal officers of Entertainment Universe, Inc., dated
           April 9, 1999.(1)
10.07 --   Entertainment Universe, Inc. Regulation D Subscription Agreement, dated as of April   , 1999.(1)
10.08 --   Entertainment Universe, Inc. Registration Rights Agreement, dated as of April 1999.(1)
10.09 --   Assignment and Assumption Agreement by and between Entertainment Universe, Inc. and Motorcycle
           Centers of America, Inc., dated as of April 14, 1999.(1)
10.10 --   Stock Purchase Agreement by and among Motorcycle Centers of America, Inc. and the shareholders of
           Case's Ladder, Inc., dated as of April 21, 1999.(1)
10.11 --   Contract of Employment by and between Entertainment Universe, Inc. and William R. Wagner, dated
           March 25, 1999.(1)
10.12 --   Employment Agreement by and between eUniverse, Inc. and Leland N. Silvas, dated as of April 14,
           1999.(1)
10.13 --   Letter agreement between Entertainment Universe, Inc. and E.P. Opportunity Fund, L.L.C. regarding
           appointment of a director of Entertainment Universe, Inc., dated April 6, 1999.(1)
10.14 --   Modification and Restatement of Lease by and between Vincenzo Verna Trustee d/b/a Harvest
           Associates and CD Universe, Inc. for eUniverse's office space in Wallingford, Connecticut, dated as
           of February 1, 1999.(1)
10.15 --   Agreement and Plan of Reorganization by and among eUniverse, Inc., Gamer's Alliance, Inc., and
           Larry N. Pevnick and Robin T. Pevnick, Ten Ent., and Stan Goldenberg and Andrea R. Goldenberg, Ten
           Ent., dated as of the 1st day of July, 1999.(6)
10.15.1 -  Second Amendment to Agreement and Plan of Reorganization by and among eUniverse, Inc., Gamer's
           Alliance, Inc., and Larry N. Pevnick and Robin T. Pevnick, Ten Ent., and  Stan Goldenberg and
           Andrea R. Goldenberg, Ten Ent., dated as of the 12th day of November, 1999.(1)
10.16 --   Agreement and Plan of Reorganization by and among eUniverse, Inc., The Big Network, Inc., Stephen
           D. Sellers, John V. Hanke and Michael Sellers, dated July 30, 1999 (effective as of August 31,
           1999).(6)
10.17 --   Letter Agreement by and among Brad D. Greenspan, Charles Beilman, Stephen D. Sellers and John V.
           Hanke regarding appointment of a director of eUniverse, Inc., dated as of August 31, 1999.(6)
10.18 --   Employment Agreement by and between eUniverse, Inc. and James Haiduck, dated as of June 17, 1999.(6)
10.19 --   Employment Agreement by and between eUniverse, Inc. and Stephen D. Sellers, dated as of August 31,
           1999.(6)
10.21 --   eUniverse, Inc. Registration Rights Agreement dated July 30, 1999.(6)
10.22 --   Office Sublease by and between Golden Gate University and The Big Network, Inc., dated July 9,
           1999.(6)
10.23 --   Engagement Letter by and among Gerard Klauer Mattison & Co., Inc. by Entertainment Universe, Inc.
           and Brad Greenspan, dated February 24, 1999.(6)
10.24 --   Indemnification Agreement by Entertainment Universe, Inc. and Brad Greenspan in favor of Gerard
           Klauer Mattison & Co., Inc., dated February 24, 1999.(6)
10.25 --   eUniverse, Inc. 1999 Stock Awards Plan.(6)
10.26 --   Online Partner Agreement between CD Universe, Inc. and Accessio.com Inc., regarding US-Style, dated
           November 5, 1998.(1)
10.27 --   Employment Agreement by and between eUniverse, Inc. and Martin Hamilton, dated as of October 25,
           1999. Mr. Martin terminated his employment on March 2, 2000 to pursue other business
           opportunities.(1)
10.28 --   Web Advertising Agreement by and between eUniverse, Inc. and Mpath Interactive, Inc., dated as of
           August 13, 1999 and terminated as of February 1, 2000.  Portions of Exhibit 10.28 have been omitted
           pursuant to a request for confidential treatment, which was granted by the SEC.(2)
10.29 --   eUniverse, Inc. Common Stock Purchase Warrant to Gerard Klauer Mattison & Co., Inc., dated April
           14, 1999.(1)
10.30 --   Asset Purchase Agreement by and between eUniverse, Inc. and Scott Smith d/b/a Pokemonvillage.com
           and Quake City Gaming Network, dated as of February 1, 2000.(3)
10.31 --   Letter agreement by and among eUniverse, Inc. Take-Two Interactive Software, Inc. and Falcon
           Ventures Corporation, dated as of February 2, 2000.(3)
10.32 --   Employment Agreement by and between eUniverse, Inc. and William R. Wagner dated as of April 5,
           1999.(3)
10.33 --   Letter Agreement by and between eUniverse, Inc. and Christian Walter d/b/a Justsaywow.com dated
           February 20, 2000.(4)
10.34 --   Lease by and between Hamms Building Associates and Falcon Ventures Corp., dated as of July 27,
           1999.(5)
</TABLE>


                                       28




<PAGE>


<TABLE>
<S>       <C>
10.35 --  eUniverse, Inc. Common Stock Purchase Warrant to Michael Zaroff, dated December 10, 1999.(5)
10.36 --  eUniverse, Inc. Common Stock Purchase Warrant to Bob Agriogianis, dated December 10, 1999.(5)
10.37 --  eUniverse, Inc. Common Stock Purchase Warrant to Mark Bergman, dated January 15, 2000.(5)
10.38 --  eUniverse, Inc. Common Stock Purchase Warrant to Mark Bergman, dated February 15, 2000.(5)
10.39 --  Stock Option Agreement by and between eUniverse, Inc. and Charles Beilman, dated as of January 26,
          2000.(5)
10.39.01  First Amendment to Stock Option Agreement by and between eUniverse, Inc. and Charles Beilman, dated as
          of March 31, 2000.(5)
10.39.02  Second Amendment to Stock Option Agreement by and between eUniverse, Inc. and Charles Beilman, dated as
          of May 31, 2000.(6)
10.39.03  Third Amendment to Stock Option Agreement by and between eUniverse, Inc., Charles Beilman and Martin,
          Gasparrini & Chioffi, LLP, dated as of June 16, 2000.(6)
10.39.04  Fourth Amendment to Stock Option Agreement by and between eUniverse, Inc. and Charles Beilman, dated as
          of July 31, 2000.(8)
10.39.05  Fifth Amendment to Stock Option Agreement by and between eUniverse, Inc. and Charles Beilman,
          dated as of October 10, 2000.(9)
10.39.06  Sixth Amendment to Stock Option Agreement by and between eUniverse, Inc. and Charles Beilman, dated as
          of October 30, 2000.(10)
10.39.07  Seventh Amendment to Stock Option Agreement by and between eUniverse, Inc. and Charles Beilman, dated
          as of February 2, 2001.(12)
10.40 --  Letter agreement between eUniverse, Inc. and former shareholders of The Big Network, Inc. which
          provides eUniverse, Inc. with the right to purchase a minimum of 500,000 shares of eUniverse, Inc.
          common stock from former shareholders of The Big Network, Inc. (the "Big Network Buyout
          Agreement"), the closing of which shall occur on or before April 24, 2000.(5)
10.40.01  First Amendment providing for extension of closing date of the Big Network Buyout Agreement to May
          5, 2000.(7)
10.40.02  Second Amendment providing for extension of closing date of the Big Network Buyout Agreement to May
          19, 2000.(7)
10.40.03  Third Amendment providing for extension of closing date of the Big Network Buyout Agreement to May
          19, 2000.(7)
10.41 --  eUniverse, Inc. Common Stock Purchase Warrant to Salomon Grey Financial Corporation, dated March
          14, 2000 (terminated).(5)
10.42 --  eUniverse, Inc. Common Stock Purchase Warrant to Salomon Grey Financial Corporation, dated March
          14, 2000 (terminated). (5)
10.43 --  Agreement by and between eUniverse, Inc. and Take-Two Interactive Software, Inc., dated as of March
          16, 2000, providing for account marketing services.(5)
10.44 --  Agreement by and between eUniverse, Inc. and Take-Two Interactive Software, Inc., dated as of March
          16, 2000, providing for programming services.(5)
10.45 --  Letter agreement by and among eUniverse, Inc. and Erik MacKinnon and Dan Barnes d/b/a Dustcloud
          Media, dated March 29, 2000.(6)
10.46 --  Form of Warrant issued to certain eUniverse preferred shareholders on February 2, 2000.(7)
10.47 --  Asset Purchase Agreement by and between CD Universe, Inc. and CLBL, Inc., dated as of
          October 3, 2000.(9)
10.48 --  Letter agreement by and among eUniverse, Inc., Take-Two Interactive Software, Inc. and Charles Beilman,
          dated October 30, 2000.(10)
10.48.01  First Amendment to letter agreement by and among eUniverse, Inc., Take-Two Interactive Software, Inc.
          and Charles Beilman, dated November 6, 2000.(10)
10.49 --  Side letter agreement by and among eUniverse, Inc., Take-Two Interactive Software, Inc. and Brad D.
          Greenspan (with respect to Sections 2 and 4 only), dated October 30, 2000.(10)
10.49.01  First Amendment to Side Letter Agreement by and among eUniverse, Inc., Take-Two Interactive Software,
          Inc. and Brad D. Greenspan, dated November 6, 2000.(10)
10.50 --  Employment Agreement by and between eUniverse, Inc. and Will Griffin, dated as of September 1, 2000.(11)
10.51 --  eUniverse, Inc. Common Stock Purchase Warrant to VideoGame Partners, LLP, dated September 8, 2000.(12)
21.01 --  Subsidiaries of eUniverse, Inc.(5)
</TABLE>

---------
(1) Incorporated by reference to eUniverse's Form 10 filed on June 15, 1999
(Registration File No. 0-26355).


                                       29




<PAGE>


(2) Incorporated by reference to eUniverse's Form 10-Q filed on November 15,
1999.

(3) Incorporated by reference to eUniverse's Form 10-Q filed on February 14,
2000.

(4) Incorporated by reference to eUniverse's Form 8-K filed on March 13, 2000.

(5) Incorporated by reference to eUniverse's Form S-1 filed on March 23, 2000
(Registration File No. 333-33084).

(6) Incorporated by reference to eUniverse's Form 8-K filed on June 28, 2000.

(7) Incorporated by reference to eUniverse's Form 10-K filed on July 14, 2000.

(8) Incorporated by reference to eUniverse's Form 10-Q filed on August 14, 2000.

(9) Incorporated by reference to eUniverse's Form 8-K filed on October 24, 2000.

(10) Incorporated by reference to eUniverse's Form 10-Q filed on November 14,
2000.

(11) Incorporated by reference to eUniverse's Form S-3 filed on December 8,
2000.

(12) Incorporated by reference to eUniverse's Form 10-Q filed on February 14,
2001.
                                       30




<PAGE>


SIGNATURES

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


                                           eUNIVERSE, INC.
                                           Registrant

Dated:  February 16, 2001                  /s/ WILLIAM R. WAGNER
                                           ------------------------------
                                           William R. Wagner
                                           Chief Financial Officer
                                           (Principal Financial Officer)
                                           and Registrant's Authorized Officer




                                       31