##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---



FORM 10-Q/A



Quarterly report pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



For the quarterly period ended September 30, 2002



Commission file number: 000-26355



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eUNIVERSE, INC.

(Exact name of registrant as specified in its charter)



|NEVADA                                                         |  | 06-1556248                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|6060 CENTER DRIVE, SUITE #300 LOS ANGELES, CALIFORNIA          |  | 90045                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



310-215-1001

(Registrants telephone number, including area code)



---



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



As of October 31, 2002, there were 24,600,496 shares
of eUniverse, Inc. common stock outstanding.



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##### Table of Contents

eUNIVERSE, INC.



FORM 10-Q/A



This Form 10-Q/A is being filed for the purpose of amending and restating Items 1, 2 and 4 of Part I of Form 10-Q to reflect the restatement of our consolidated financial
statements as of and for the three months and six months ended September 30, 2002. We have made no further changes to the previously filed Form 10-Q. This quarterly financial information was previously restated in the Annual Report on Form 10-K
filed on August 22, 2003. All information in this Form 10-Q/A is as of September 30, 2002 and does not reflect any subsequent information or events other than the aforementioned restatement and changes to forward-looking statements as a result of
the restatement. Item 4. Controls and Procedures details the events leading up to the restatement and the enhancements and remedial actions designed to improve the Companys accounting and financial reporting procedures and controls. This
filing should be read in conjunction with the Companys Form 10-K for the fiscal year ended March 31, 2003.



FOR THE QUARTER ENDED SEPTEMBER 30, 2002



INDEX



|PART I  FINANCIAL INFORMATION |  |                                                                                                            
|------------------------------ |  | -----------------------------------------------------------------------------------------------------------
|                               |  |                                                                                                            
|ITEM 1.                        |  | FINANCIAL STATEMENTS (Unaudited)                                                                           
|                               |  |                                                                                                            
|                               |  | Consolidated Balance Sheets as of September 30, 2002 and March 31, 2002                                    
|                               |  |                                                                                                            
|                               |  | Consolidated Statements of Operations for the three months and six months ended September 30, 2002 and 2001
|                               |  |                                                                                                            
|                               |  | Consolidated Statements of Cash Flows for the six months ended September 30, 2002 and 2001                 
|                               |  |                                                                                                            
|                               |  | Notes to Financial Statements                                                                              
|                               |  |                                                                                                            
|ITEM 2.                        |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                      
|                               |  |                                                                                                            
|ITEM 4.                        |  | CONTROLS AND PROCEDURES                                                                                    



2



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|ITEM 1. |  | FINANCIAL STATEMENTS
|------- |  | --------------------



eUniverse, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and par value data)



|                                                                                                                                     |  | September 30,2002     |         |   | March 31,2002 |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------- | ------- | - | ------------- | -
|                                                                                                                                     |  | (Unaudited)(Restated) |         |   |               |  
|Assets                                                                                                                               |  |                       |         |   |               |  
|Current assets:                                                                                                                      |  |                       |         |   |               |  
|Cash and cash equivalents                                                                                                            |  | $                     | 4,736   |   |               | $
|Restricted cash                                                                                                                      |  |                       | 156     |   |               |  
|Accounts receivable (net of allowances for doubtful accounts of $515 and $452)                                                       |  |                       | 4,355   |   |               |  
|Inventories                                                                                                                          |  |                       | 319     |   |               |  
|Prepaid expenses                                                                                                                     |  |                       | 1,398   |   |               |  
|Deferred charges and other                                                                                                           |  |                       | 506     |   |               |  
|                                                                                                                                     |  |                       |         |   |               |  
|Total current assets                                                                                                                 |  |                       | 11,470  |   |               |  
|                                                                                                                                     |  |                       |         |   |               |  
|Property and equipment, net of accumulated depreciation and amortization                                                             |  |                       | 2,684   |   |               |  
|Other assets:                                                                                                                        |  |                       |         |   |               |  
|Goodwill, net of accumulated amortization                                                                                            |  |                       | 14,428  |   |               |  
|Other intangible assets, net of accumulated amortization                                                                             |  |                       | 5,457   |   |               |  
|Deferred charges                                                                                                                     |  |                       | 71      |   |               |  
|Deposits and other                                                                                                                   |  |                       | 1,706   |   |               |  
|                                                                                                                                     |  |                       |         |   |               |  
|Total assets                                                                                                                         |  | $                     | 35,816  |   |               | $
|                                                                                                                                     |  |                       |         |   |               |  
|                                                                                                                                     |  |                      
|Liabilities and Shareholders Equity                                                                                                 |  |                       |         |   |               |  
|Current liabilities:                                                                                                                 |  |                       |         |   |               |  
|Accounts payable                                                                                                                     |  | $                     | 2,025   |   |               | $
|Accrued expenses                                                                                                                     |  |                       | 3,743   |   |               |  
|Deferred revenue                                                                                                                     |  |                       | 546     |   |               |  
|Current portion of long-term debt                                                                                                    |  |                       | 3,546   |   |               |  
|Current portion of capitalized lease obligations                                                                                     |  |                       | 940     |   |               |  
|                                                                                                                                     |  |                       |         |   |               |  
|Total current liabilities                                                                                                            |  |                       | 10,800  |   |               |  
|                                                                                                                                     |  |                      
|Long-term debt, less current portion                                                                                                 |  |                       | 628     |   |               |  
|Accrued interest                                                                                                                     |  |                       | 407     |   |               |  
|Capitalized lease obligations, less current portion                                                                                  |  |                       | 790     |   |               |  
|                                                                                                                                     |  |                       |         |   |               |  
|Total liabilities                                                                                                                    |  |                       | 12,625  |   |               |  
|                                                                                                                                     |  |                       |         |   |               |  
|Shareholders equity:                                                                                                                |  |                       |         |   |               |  
|Preferred stock, $0.10 par value; 40,000,000 shares authorized; 2,334,577 and 2,872,665 shares issued and outstanding,
respectively  |  |                       | 233     |   |               |  
|Common stock, $0.001 par value; 250,000,000 shares authorized; 24,595,659 and 23,542,219 shares issued and outstanding,
respectively |  |                       | 25      |   |               |  
|Additional paid-in capital                                                                                                           |  |                       | 69,436  |   |               |  
|Accumulated deficit                                                                                                                  |  |                       | (46,467 | ) |               |  
|Treasury stock                                                                                                                       |  |                       | (36     | ) |               |  
|                                                                                                                                     |  |                       |         |   |               |  
|Total shareholders equity                                                                                                           |  |                       | 23,191  |   |               |  
|                                                                                                                                     |  |                       |         |   |               |  
|Total liabilities and shareholders equity                                                                                           |  | $                     | 35,816  |   |               | $
|                                                                                                                                     |  |                       |         |   |               |  



See Notes to
Consolidated Financial Statements



3



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##### Table of Contents

eUniverse, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

(In thousands, except
share and per share data)



|                                                             |  | Three Months EndedSeptember 30, |            |   | Six Months EndedSeptember 30, |  
|------------------------------------------------------------ |  | ------------------------------- | ---------- | - | ----------------------------- | -
|                                                             |  | 2002                            |            |   | 2001                          |  
|                                                             |  | (Restated)                      |            |   |                               |  
|Revenues                                                     |  | $                               | 10,988     |   |                               | $
|Cost of sales                                                |  |                                 | 1,637      |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Gross profit                                                 |  |                                 | 9,351      |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Operating expenses:                                          |  |                                 |            |   |                               |  
|Marketing and sales                                          |  |                                 | 4,071      |   |                               |  
|Product development                                          |  |                                 | 2,273      |   |                               |  
|General and administrative                                   |  |                                 | 2,553      |   |                               |  
|Amortization of other intangible assets                      |  |                                 | 297        |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Total operating expenses                                     |  |                                 | 9,194      |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Operating income                                             |  |                                 | 157        |   |                               |  
|Non-operating income (expense):                              |  |                                 |            |   |                               |  
|Interest income                                              |  |                                 | 15         |   |                               |  
|Interest expense and other financing costs                   |  |                                 | (462       | ) |                               |  
|Cancellation of stock options                                |  |                                 |           |   |                               |  
|Gain on extinguishment of debt                               |  |                                 |           |   |                               |  
|Other gains                                                  |  |                                 | 112        |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Income (loss) from continuing operations before income taxes |  |                                 | (178       | ) |                               |  
|Income tax benefit                                           |  |                                 | 2          |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Income (loss) from continuing operations                     |  |                                 | (176       | ) |                               |  
|Discontinued operations:                                     |  |                                 |            |   |                               |  
|Loss from disposal of segment                                |  |                                 |           |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Net income (loss)                                            |  |                                 | (176       | ) |                               |  
|Accretion of preferred stock redemption value                |  |                                 | 61         |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Income (loss) available to common shares                     |  | $                               | (237       | ) |                               | $
|                                                             |  |                                 |            |   |                               |  
|Continuing operations earnings (loss) per common share       |  | $                               | (0.01      | ) |                               | $
|Discontinued operations earnings (loss) per common share     |  |                                 |           |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Basic earnings (loss) per common share                       |  | $                               | (0.01      | ) |                               | $
|                                                             |  |                                 |            |   |                               |  
|Diluted earnings (loss) per common share                     |  | $                               | (0.01      | ) |                               | $
|                                                             |  |                                 |            |   |                               |  
|Basic weighted average common shares outstanding             |  |                                 | 24,261,229 |   |                               |  
|                                                             |  |                                 |            |   |                               |  
|Diluted weighted average shares outstanding                  |  |                                 | 24,261,229 |   |                               |  
|                                                             |  |                                 |            |   |                               |  



See Notes to
Consolidated Financial Statements



4



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##### Table of Contents

eUniverse, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)



|                                                                 |  | Six Months EndedSeptember 30, |       
|---------------------------------------------------------------- |  | ----------------------------- | ------
|                                                                 |  | 2002                          |       
|                                                                 |  | (Restated)                    |       
|Operating activities                                             |  |                               |       
|Net income                                                       |  | $                             | 1,898 
|Transactions not requiring cash:                                 |  |                               |       
|Depreciation                                                     |  |                               | 430   
|Amortization of intangible assets                                |  |                               | 511   
|Gain on extinguishment of debt                                   |  |                               | (1,269
|Allowance for doubtful accounts                                  |  |                               | 303   
|Stock and warrants granted to outside consultants and affiliates |  |                               |      
|Non-cash financing related costs                                 |  |                               |      
|Changes in current assets                                        |  |                               | 25    
|Changes in current liabilities                                   |  |                               | (337  
|Changes in other                                                 |  |                               | 280   
|                                                                 |  |                               |       
|Net cash provided by operating activities                        |  |                               | 1,841 
|                                                                 |  |                               |       
|Investing activities                                             |  |                               |       
|Acquisition of ResponseBase LLC                                  |  |                               | (3,001
|Deposits and other                                               |  |                               | (1,563
|Purchases of fixed assets                                        |  |                               | (722  
|Purchases of intangible assets                                   |  |                               | (557  
|                                                                 |  |                               |       
|Net cash used in investing activities                            |  |                               | (5,843
|                                                                 |  |                               |       
|Financing activities                                             |  |                               |       
|Proceeds from capital leases                                     |  |                               | 1,546 
|Repayment of capital leases                                      |  |                               | (408  
|Repayment of advances from officer                               |  |                               |      
|Proceeds from short-term notes                                   |  |                               |      
|Repayment of short-term notes                                    |  |                               |      
|Proceeds from long-term notes                                    |  |                               |      
|Repayment of long-term notes                                     |  |                               | (575  
|Proceeds from issuance of stock options                          |  |                               | 167   
|                                                                 |  |                               |       
|Net cash provided by financing activities                        |  |                               | 730   
|                                                                 |  |                               |       
|Change in cash and cash equivalents                              |  |                               | (3,272
|Cash and cash equivalents, beginning of period                   |  |                               | 8,008 
|                                                                 |  |                               |       
|Cash and cash equivalents, end of period                         |  | $                             | 4,736 
|                                                                 |  |                               |       
|Cash paid during the year for:                                   |  |                               |       
|Interest                                                         |  | $                             | 38    
|                                                                 |  |                               |       
|Income taxes                                                     |  | $                             |      
|                                                                 |  |                               |       



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|                                                                             |  | Six Months EndedSeptember 30, | 
|---------------------------------------------------------------------------- |  | ----------------------------- | 
|                                                                             |  | 2002                          | 
|OTHER NON-CASH FINANCIAL ACTIVITIES                                          |  |                               | 
|Stock issued in connection with acquisitions                                 |  |                               | 
|Acquisition Gamers Alliance                                                 |  |                              | 
|Acquisition of Ratedfun.com                                                  |  |                              | 
|Acquisition of Spreadingjoy.com                                              |  |                              | 
|Stock issued to employees                                                    |  |                              | 
|Warrants issued in connection with services performed and to be performed(1) |  |                              | 
|Warrants issued to preferred shareholders                                    |  |                              | 
|Shares cancelled in payment of amounts due from employees                    |  |                              | 
|Shares issued to Isosceles(2)                                                |  |                              | 
|Shares issued to Saggi Capital in connection with payment of note(3)         |  | 450                           | 
|Capital lease obligations for software and hardware equipment                |  | 1,647                         | 



|(1) | The Company agreed to a two year investor relations services agreement that commenced on April 4, 2001. As consideration for these services, the Company issued
warrants for 300 thousand shares of the Companys common stock with an exercise price of $1.25. The warrants have been valued at $473 thousand in the financial statements using the Black-Scholes model with a risk-free rate of 5.75%, a
volatility of 128% with no expected dividend yield and a life of two years. The warrants expire on 04/03/2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Shares issued in satisfaction of settlement agreement February 2, 2001 with the Isosceles Fund Limited.
|--- | -------------------------------------------------------------------------------------------------------



|(3) | On August 12, 2002, Saggi Capital exercised its right to convert a note in the principal amount of $450 thousand, and accrued interest, into 216,522 shares of
Company common stock at $2.08 per share.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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eUNIVERSE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2002



1. ORGANIZATION AND LINE OF BUSINESS



eUniverse, Inc. (the Company, we or our) is a Nevada Corporation engaged in developing and operating a network of
websites providing entertainment-oriented content and certain proprietary products and services. During the reporting period, the Company had two primary reporting segments: (1) Media/Advertising, and (2) Products and Services. The Company conducts
operations from facilities located in Los Angeles, CA; Santa Monica, CA; Montclair, CA and Mount Vernon, WA. The financial statements being presented include the accounts of eUniverse, Inc. and its consolidated subsidiaries. Prior to fiscal year
2002, the Company engaged in sales of audio CDs, videotapes (VHS), and digital videodisks (DVDs) over the Internet. This business was discontinued in October 2000. All significant inter-company transactions and balances have been
eliminated in consolidation.



2. RESTATEMENT



On August 22, 2003, the Company restated its previously reported quarterly
financial results for the first three quarters of the year ended March 31, 2003 (fiscal year 2003) because of accounting errors it had identified in the Companys financial statements (the Restatement). As a result of
the discovery of the accounting errors, management and the Audit Committee initiated an internal review of its accounting records and its accounting policies and procedures. In an effort to identify the extent of the accounting errors, and to
identify any deficiencies in the Companys system of internal controls that gave rise to the errors, management significantly expanded its accounting and finance staff and retained an outside accounting firm to assist in the process. The
Companys Board of Directors also directed the Audit Committee of the Board to explore the facts and circumstances giving rise to the Restatement as well as to evaluate the Companys accounting practices, policies and procedures (the
Audit Committee review). During managements and the Audit Committee reviews of the Companys accounting records and procedures, and during the audit of the Companys financial statements for fiscal year 2003, a variety of
deficiencies in the Companys internal controls were identified. We believe such deficiencies were attributable to the following broad factors: insufficient supervision and oversight of the Companys accounting systems and personnel; a
poorly designed, non-integrated accounting system; the rapid growth in the Companys business operations during fiscal year 2003; difficulties in absorbing and integrating the acquisition of a sizable e-commerce company, ResponseBase, during
the third and fourth quarters of fiscal year 2003; the loss of critical personnel; and, limited human resources in our accounting and financial reporting function with which to respond to the Companys increased business scale and growing
complexity.



As a result of these items, for the
three-month and six-month periods ended September 30, 2002, the Company has reduced its previously reported revenue by $1,499 thousand and $2,129 thousand, respectively, and decreased its net income by $2,178 thousand and $2,596 thousand,
respectively and decreased its basic earnings per share to ($0.01) from $0.08 and to $0.08 from $0.19 respectively.



Following are reconciliations of the Companys balance sheet, statement of operations and cash flows from financial statements previously filed to
these restated financial statements. The reported amounts in the following statements of operations include the reclassification of certain items to conform to the presentation for the year ended March 31, 2003. These reclassifications had no effect
on previously reported net income. Certain fees paid to third parties for media space, license agreements, and ad revenue-sharing arrangements, which had previously been included in cost of sales are reflected in marketing and sales expenses. In
addition, credit card fees, which had previously been included in general and administrative expense, have been reclassified to cost of sales.



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##### Table of Contents

eUniverse, Inc. and Subsidiaries

Consolidated Balance Sheets

(unaudited)

(In thousands, except share and par value data)



|                                                                                                        |  | September 30, 2002 |        
|------------------------------------------------------------------------------------------------------- |  | ------------------ | -------
|                                                                                                        |  | As reported        |        
|Assets                                                                                                 
|Current assets:                                                                                         |  |                    |        
|Cash and cash equivalents                                                                               |  | $                  | 4,781  
|Restricted cash                                                                                         |  |                    |       
|Accounts receivable                                                                                     |  |                    | 4,829  
|Inventories                                                                                             |  |                    | 328    
|Prepaid expenses                                                                                        |  |                    | 1,725  
|Deferred charges and other                                                                              |  |                    | 318    
|                                                                                                        |  |                    |        
|Total current assets                                                                                    |  |                    | 11,981 
|                                                                                                        |  |                    |        
|Property and equipment, net of accumulated depreciation and amortization                                |  |                    | 3,315  
|Other assets:                                                                                           |  |                    |        
|Goodwill, net of accumulated amortization                                                               |  |                    | 14,450 
|Other intangible assets, net of accumulated amortization                                                |  |                    | 5,702  
|Deferred charges                                                                                        |  |                    | 71     
|Deposits and other                                                                                      |  |                    | 1,850  
|                                                                                                        |  |                    |        
|Total assets                                                                                            |  | $                  | 37,369 
|                                                                                                        |  |                    |        
|                                                                                                       
|Liabilities and Shareholders Equity                                                                   
|Current liabilities:                                                                                    |  |                    |        
|Accounts payable                                                                                        |  | $                  | 1,078  
|Accrued expenses                                                                                        |  |                    | 4,174  
|Deferred revenue                                                                                        |  |                    | 446    
|Current portion of long-term debt                                                                       |  |                    | 3,634  
|Current portion of capitalized lease obligations                                                        |  |                    | 1,045  
|                                                                                                        |  |                    |        
|Total current liabilities                                                                               |  |                    | 10,377 
|Long-term debt, less current portion                                                                    |  |                    | 635    
|Accrued interest                                                                                        |  |                    |       
|Capitalized lease obligations, less current portion                                                     |  |                    | 648    
|                                                                                                        |  |                    |        
|Total liabilities                                                                                       |  |                    | 11,660 
|                                                                                                        |  |                    |        
|Shareholders equity:                                                                                   |  |                    |        
|Preferred stock, $0.10 par value; 40,000,000 shares authorized; 2,334,577 shares issued and outstanding |  |                    | 287    
|Common stock, $0.001 par value; 250,000,000 shares authorized; 24,595,659 shares issued and outstanding |  |                    | 25     
|Additional paid-in capital                                                                              |  |                    | 69,303 
|Accumulated deficit                                                                                     |  |                    | (43,870
|Treasury stock                                                                                          |  |                    | (36    
|                                                                                                        |  |                    |        
|Total shareholders equity                                                                              |  |                    | 25,709 
|                                                                                                        |  |                    |        
|Total liabilities and shareholders equity                                                              |  | $                  | 37,369 
|                                                                                                        |  |                    |        



8



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##### Table of Contents

eUniverse, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

(In thousands, except share and per share data)



|                                                             |  | Three Months Ended September 30, 2002 |           
|------------------------------------------------------------ |  | ------------------------------------- | ----------
|                                                             |  | As reportedandreclassified            |           
|Revenues                                                     |  | $                                     | 12,487    
|Cost of sales                                                |  |                                       | 2,216     
|                                                             |  |                                       |           
|Gross profit                                                 |  |                                       | 10,271    
|                                                             |  |                                       |           
|Operating expenses:                                          |  |                                       |           
|Marketing and sales                                          |  |                                       | 3,408     
|Product development                                          |  |                                       | 2,164     
|General and administrative                                   |  |                                       | 2,163     
|Amortization of other intangible assets                      |  |                                       | 297       
|                                                             |  |                                       |           
|Total operating expenses                                     |  |                                       | 8,032     
|                                                             |  |                                       |           
|Operating income                                             |  |                                       | 2,239     
|Non-operating income (expense):                              |  |                                       |           
|Interest income                                              |  |                                       | 28        
|Interest expense and other financing costs                   |  |                                       | (160      
|Other gains.                                                 |  |                                       |          
|                                                             |  |                                       |           
|Income (loss) from continuing operations before income taxes |  |                                       | 2,107     
|Income tax expense                                           |  |                                       |          
|                                                             |  |                                       |           
|Income (loss) from continuing operations                     |  |                                       | 2,107     
|                                                             |  |                                       |           
|Discontinued operations:                                     |  |                                       |           
|Loss from disposal of segment                                |  |                                       | (105      
|                                                             |  |                                       |           
|Net income (loss)                                            |  |                                       | 2,002     
|Accretion of preferred stock redemption value                |  |                                       |          
|                                                             |  |                                       |           
|Income (loss) available to common shares                     |  | $                                     | 2,002     
|                                                             |  |                                       |           
|Basic earnings (loss) per common share                       |  | $                                     | 0.08      
|                                                             |  |                                       |           
|Diluted earnings (loss) per common share                     |  | $                                     | 0.07      
|                                                             |  |                                       |           
|Basic weighted average common shares outstanding             |  |                                       | 24,261,229
|                                                             |  |                                       |           
|Diluted weighted average shares outstanding                  |  |                                       | 28,210,251
|                                                             |  |                                       |           



9



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##### Table of Contents

eUniverse, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

(In thousands, except share and per share data)



|                                                      |  | Six Months Ended September 30, 2002 |           
|----------------------------------------------------- |  | ----------------------------------- | ----------
|                                                      |  | As reportedandreclassified          |           
|Revenues                                              |  | $                                   | 23,899    
|Cost of sales                                         |  |                                     | 6,404     
|                                                      |  |                                     |           
|Gross profit                                          |  |                                     | 17,495    
|                                                      |  |                                     |           
|Operating expenses:                                   |  |                                     |           
|Marketing and sales                                   |  |                                     | 3,241     
|Product development                                   |  |                                     | 4,253     
|General and administrative                            |  |                                     | 5,390     
|Amortization of other intangible assets               |  |                                     | 485       
|                                                      |  |                                     |           
|Total operating expenses                              |  |                                     | 13,369    
|                                                      |  |                                     |           
|Operating income                                      |  |                                     | 4,126     
|Non-operating income (expense):                       |  |                                     |           
|Interest income                                       |  |                                     | 39        
|Interest expense and other financing costs            |  |                                     | (315      
|Cancellation of stock options                         |  |                                     | (452      
|Gain on extinguishment of debt                        |  |                                     | 1,269     
|Other gains and (losses)                              |  |                                     | (24       
|                                                      |  |                                     |           
|Income from continuing operations before income taxes |  |                                     | 4,643     
|Income tax expense                                    |  |                                     |          
|                                                      |  |                                     |           
|Income (loss) from continuing operations              |  |                                     | 4,643     
|                                                      |  |                                     |           
|Discontinued operations:                              |  |                                     |           
|Loss from disposal of segment                         |  |                                     | (149      
|                                                      |  |                                     |           
|Net income (loss)                                     |  |                                     | 4,494     
|Accretion of preferred stock redemption value         |  |                                     |          
|                                                      |  |                                     |           
|Income (loss) available to common shares              |  | $                                   | 4,494     
|                                                      |  |                                     |           
|Basic earnings (loss) per common share                |  | $                                   | 0.19      
|                                                      |  |                                     |           
|Diluted earnings (loss) per common share              |  | $                                   | 0.16      
|                                                      |  |                                     |           
|Basic weighted average common shares outstanding      |  |                                     | 23,912,971
|                                                      |  |                                     |           
|Diluted weighted average shares outstanding           |  |                                     | 28,240,154
|                                                      |  |                                     |           



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3. ACCOUNTING POLICIES



Interim financial information



The accompanying unaudited interim financial statements have been prepared by the Company, in accordance with United States generally accepted accounting
principles pursuant to Regulation S-K of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have
been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Companys financial statements and related notes as contained in Form 10-K for the year ended March 31, 2002. In the opinion of
management, the interim financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of operations for the three months and six months ended
September 30, 2002 are not necessarily indicative of results of operations to be expected for the full year.



Business combinations



The Financial Accounting Standards Board (FASB) issued SFAS No. 141, Business Combinations (SFAS 141), which established accounting and reporting standards for business combinations and requires that all business
combinations be accounted for by the purchase method. Under the purchase method of accounting, the cost, including transaction costs, is allocated to the underlying net assets of the business acquired, based on their respective estimated fair
values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.



The judgments made in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can
significantly impact net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value under the purchase method than a shorter-lived asset, there may
be less amortization recorded in a given period.



Determining
the fair value of certain assets and liabilities acquired is subjective in nature and often involves the use of significant estimates and assumptions. We use a one-year period following the consummation of acquisitions to finalize estimates of the
fair values of assets and liabilities acquired. Two areas in particular that require significant judgment are estimating the fair values and related useful lives of identifiable intangible assets. While there are a number of different methods used
in estimating the value of acquired intangibles, the two primary approaches used are the discounted cash flow method and market comparison method Some of the more significant estimates and assumptions inherent in the two approaches include:
projected future cash flows (including timing); discount rate reflecting the risk inherent in the future cash flows; perpetual growth rate; determination of appropriate market comparables; and the determination of whether a premium or a discount
should be applied to comparables. Most of the foregoing assumptions are made based on available historical information.



Principles of consolidation



The financial statements include the accounts of eUniverse, Inc. and its subsidiaries. Inter-company transactions and balances have been eliminated.
Equity investments and investments in joint ventures in which we own at least 20% of the voting securities are accounted for using the equity method, except for investments in which the Company is not able to exercise significant influence over the
investee, in which case, the cost method of accounting is used. Investments in which the Company owns in excess of 50% are consolidated for financial reporting purposes.



Restricted cash and deposits



At September 30, 2002, the Company has $156 thousand of funds held by banks as a reserve against any possible chargebacks/returns on credit card
transactions related to customer disputes that are not offset against the Companys daily sales deposit activity. This amount is reflected as restricted cash.



The Company also has $1.3 million in certificates of deposit which collateralize operating and capital lease obligations.
These amounts are classified as long term deposits.



Estimates and
assumptions



Preparing consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements, and the reported amounts of revenues, and expenses during the reported period. Examples of significant estimates used in preparing the accompanying financial statements include; potential impairment of goodwill and other intangibles,
revenue recognition; the potential outcome of the future tax consequences of events that have been recognized in the Companys financial statements or tax returns; and determining reserves for allowances in accounts receivable, inventories and
sales returns. Actual results and outcomes may differ from these estimates and assumptions.



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Revenue recognition



The Company recognizes service revenue upon fulfillment and delivery of customers advertising. Additionally, the
Company derives revenue from the sale of non-refundable memberships and sponsorships that are recognized ratably as earned.



The Company also earns revenue from services and electronic commerce transactions, including sales of products and services. Service revenue includes fees
from the sale of non-refundable memberships and sponsorships that are recognized ratably as earned. Service revenue also includes fees from the sale of non-refundable dating credits, which are recognized at the time of purchase. These credits are
utilized in the Companys dating service. Electronic commerce transactions include, but are not limited to, sales of laser and inkjet printer supplies. For these transactions, the Company recognizes revenue upon shipment of its products.
Revenue includes shipping and handling charges. Fulfillment for these products is outsourced to an independent third party.



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 six months ended September 30, 2002 and 2001, the Company recorded $888 thousand and $325 thousand as bartered advertising revenue, respectively.



Inventory



Inventory is composed of inkjet and laser printer cartridges and various consumer merchandise, primarily digital cameras and
other electronic products. Inventories are held by unrelated third parties who operate the Companys order fulfillment. Inkjet and laser printer cartridge inventory is purchased and title is transferred to the Company automatically as orders
are accepted from customers. All other inventories are purchased from suppliers and title transferred upon receipt of goods.



Property and equipment



Property and equipment is stated at cost. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, or
terms of the related capital lease agreements. Maintenance and repairs are charged to expense as incurred. Estimated useful lives are as follows:



|Leasehold improvements        |  | Life of the lease |  | 
|----------------------------- |  | ----------------- |  | 
|Computer equipment            |  | 5 years           |  | 
|Telephone equipment           |  | 5 years           |  | 
|Computer software             |  | 5 years           |  | 
|Furniture, fixtures and other |  | 10 years          |  | 



Intangible assets



Intangible assets consist of goodwill, customer
lists, and domain names. Excess cost over the fair value of net assets acquired (or goodwill) was amortized on a straight-line basis over 5 years effective January 1, 2001. These assets will be assessed for impairment annually or upon an adverse
change in operations and are being amortized on a straight-line basis over a period of 2 to 5 years. Through December 31, 2000 goodwill and domain names were amortized over 10 years. Effective April 1, 2001, the Company adopted SFAS 141 and SFAS
142. Should events or circumstances occur subsequent to the acquisition of a business, which bring into question the realization or impairment of the related goodwill, the Company will evaluate the remaining useful life and balance of goodwill and
make adjustments, if required. The Companys principal consideration in determining an impairment includes the strategic benefit to the Company of the particular assets as measured by undiscounted current and future operating income of that
specified group of assets and expected undiscounted cash flows. Should an impairment be identified, a loss would be reported to the extent that the carrying value of the related goodwill exceeds the fair value of that goodwill as determined by
discounted future cash flows.



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 period during which future benefits are expected to be received. During the six months ended September 30,
2002 and 2001 advertising expense amounted to $673 thousand and $816 thousand respectively. The Company had no direct-response advertising during the periods presented.



Earnings per share



Basic earnings per share is computed as net income less accretion of the Series A redeemable convertible preferred stock divided 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. For the three and six months ended September 30, 2002, 8,386 thousand and 1,539 thousand stock options, respectively, and 2,093 thousand and 20 thousand warrants to purchase common stock,
respectively, have been excluded from the computation of diluted earning per share because their effect is currently anti-dilutive.



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4. MAJOR CUSTOMERS



For the six months ended September 30, 2002, the top five customers made up 23% of media/advertising segment revenue, down from 58% in the prior year. The
top five customers comprised 12% of total revenues in the current period, a decline from 44% in the comparable six month period in the prior year.



5. AMORTIZATION AND IMPAIRMENT OF INTANGIBLE ASSETS



The net carrying value of goodwill and other intangibles recorded through acquisitions is $19,885 thousand and $16,875 thousand as of September 30, 2002
and March 31, 2002, respectively. Effective April 1, 2001, the Company adopted SFAS 141 and SFAS 142. These assets are now assessed for impairment at least annually or upon an adverse change in operations. The assets were amortized on a
straight-line basis over two to five years beginning January 1, 2001. Prior to that date, the Company amortized goodwill and other intangibles on a straight line basis over ten years. Since March 31, 2002, the Company has not noted any material
adverse events that could cause an impairment of the net carrying value of goodwill or other intangible assets as of September 30, 2002.



Goodwill in the amount of approximately $14,428 thousand at September 30, 2002 is not amortized.



Other intangibles consist primarily of the cost of website domain names and
customer lists acquired (in thousands):



|                               |  | September 30,2002 |        |   | March 31,2002 |  
|------------------------------ |  | ----------------- | ------ | - | ------------- | -
|Customer lists                 |  | $                 | 1,393  |   |               | $
|Domain names                   |  |                   | 1,740  |   |               |  
|License agreements             |  |                   | 315    |   |               |  
|Websites                       |  |                   | 2,891  |   |               |  
|Other                          |  |                   | 254    |   |               |  
|                               |  |                   |        |   |               |  
|                               |  |                   | 6,593  |   |               |  
|Less: accumulated amortization |  |                   | (1,136 | ) |               |  
|                               |  |                   |        |   |               |  
|Other Intangibles, Net         |  | $                 | 5,457  |   |               | $
|                               |  |                   |        |   |               |  



The intangible assets
categorized above, valued at the lesser of historical cost or current fair valued based on managements judgment, are being amortized on the straight-line over three to seven years. Amortization expense for intangible assets for the six months
ending September 30, 2002 and 2001 was approximately $511 and $49 thousand, respectively.



6. FIXED ASSETS



Fixed
assets, at cost, consist of the following (in thousands):



|                               |  | September 30,2002 |       |   | March 31,2002 |  
|------------------------------ |  | ----------------- | ----- | - | ------------- | -
|Furniture and fixtures         |  | $                 | 70    |   |               | $
|Computers and equipment        |  |                   | 1,695 |   |               |  
|Equipment under capital lease  |  |                   | 1,647 |   |               |  
|Leasehold improvements         |  |                   | 4     |   |               |  
|Purchased software             |  |                   | 262   |   |               |  
|                               |  |                   |       |   |               |  
|                               |  |                   | 3,678 |   |               |  
|Less: accumulated depreciation |  |                   | (994  | ) |               |  
|                               |  |                   |       |   |               |  
|Fixed assets, net              |  | $                 | 2,684 |   |               | $
|                               |  |                   |       |   |               |  



Depreciation expense
for the six months ended September 30, 2002 and 2001 was approximately $430 and $111 thousand, respectively.



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7. PREPAID EXPENSES



Prepaid expenses consist of the short-term portion of the fair value of warrants or options issued or cash payments made in advance for marketing or other
services to be rendered as follows (in thousands):



|                              |  | September 30,2002 |       | March 31,2002
|----------------------------- |  | ----------------- | ----- | -------------
|Co-marketing agreement shares |  | $                 | 327   |              
|eGames earnout advance        |  |                   | 300   |              
|Marketing expenses            |  |                   | 363   |              
|Investment banking expenses   |  |                   | 23    |              
|Investor relations expenses   |  |                   | 10    |              
|Licensing agreements          |  |                   | 129   |              
|Insurance, advances & other   |  |                   | 230   |              
|Inventory                     |  |                   | 4     |              
|Rent                          |  |                   | 12    |              
|                              |  |                   |       |              
|Total                         |  | $                 | 1,398 |              
|                              |  |                   |       |              



8. DEFERRED CHARGES



|                          |  | September 30,2002 |     |   | March 31,2002 |  
|------------------------- |  | ----------------- | --- | - | ------------- | -
|Warrants:                 |  |                   |     |   |               |  
|Granted for services      |  | $                 | 577 |   |               | $
|                          |  |                   |     |   |               |  
|                          |  |                   | 577 |   |               |  
|Less: Non-current portion |  |                   | (71 | ) |               |  
|                          |  |                   |     |   |               |  
|Total                     |  | $                 | 506 |   |               | $
|                          |  |                   |     |   |               |  



Deferred charges
consist of the unamortized fair value of warrants or options issued principally in connection with the securing of financing and investor relations services. Options issued to advertising affiliates for continued online advertising services are also
included. All such options and warrants have been valued using the Black-Scholes method option pricing model (see also Note 14Warrants). (In thousands)



9. SHORT-TERM NOTES PAYABLE



Short-term notes payable consist of the following (in thousands):



|                                                 |  | September 30,2002 |       |   | March 31,2002 |  
|------------------------------------------------ |  | ----------------- | ----- | - | ------------- | -
|Notes payable:                                   |  |                   |       |   |               |  
|550 Digital Media Ventures - Affiliate (Sony)(1) |  | $                 | 2,290 |   |               | $
|Debs Fun Pages(2)                               |  |                   | 287   |   |               |  
|Funbug                                           |  |                   | 200   |   |               |  
|Funnygreetings(5)                                |  |                   | 394   |   |               |  
|FunPageLand(2)                                   |  |                   | 113   |   |               |  
|Saggi Capital(4)                                 |  |                   |      |   |               |  
|SFX Entertainment(3)                             |  |                   | 349   |   |               |  
|                                                 |  |                   |       |   |               |  
|                                                 |  |                   | 3,633 |   |               |  
|Less: Discount on FunnyGreetings Note            |  |                   | (87   | ) |               |  
|                                                 |  |                   |       |   |               |  
|Total                                            |  | $                 | 3,546 |   |               | $
|                                                 |  |                   |       |   |               |  



| | (1) | Due to Sony subsidiary 550 Digital Media Ventures on March 31, 2003. The note is convertible to common or preferred stock subject to certain conditions and is
collateralized by a blanket lien on the assets of the Company. The note accrues interest at the prime rate plus 2%.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (2) | As of March 1, 2001, the Company entered into promissory notes in connection with settlements of amounts due pursuant to agreements with certain then-current
employees that had developed websites, as listed above, and related content for the Company. Obligations were settled by entering into promissory notes having a term of 30 months and with the entire principal due on September 1, 2003. Interest
accrues at 8% with payments of interest only payable at different dates for the various notes through September 2003. The note holders have the right at any time to convert the unpaid balance of the note into shares of unregistered, restricted
common stock of the Company at $6 per share.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In January 2002, the payment terms of this note were extended to January 1, 2004 from August 26, 2002. The note is collateralized by 2,600,000 shares of common stock
owned by Brad D. Greenspan. Principal and interest payments are quarterly over the life of the note with an effective interest rate of 18.51%.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | On August 13, 2001, Saggi Capital purchased the $450 thousand note formerly held by Videogame partners. The note was payable in stock on June 12, 2002, and accrued
interest at 8%. Saggi Capital expressed its intention to exercise its conversion rights pursuant to the agreement prior to June 30, 2002. During the quarter ended September 30, 2002, the Company issued 216,522 shares of Company common stock to Saggi
Capital to redeem the note and pay all accrued interest.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | In July 2001, the Company amended its agreement with an employee for the purchase of Funnygreetings.com. Under the prior agreement, the Company was obligated to pay
$2 million. Under the new agreement, the Company reduced the obligation to $1.2 million, less $86 thousand already received by the seller, and restructured the payment terms as described below. The Company made an additional payment of $130 thousand
in connection with Company financing which closed October 23, 2001 with 550 Digital Media Ventures as previously reported. The remaining balance of $984 thousand is payable in thirty monthly installments subject to certain advertising revenues being
achieved on the Funnygreetings.com Web site. Whenever revenue performance is not achieved in a given month, the monthly payment is reduced to a minimum of $20 thousand. The total current portion of this debt is $394 thousand. The remaining long term
portion of this note is $211 thousand.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10. LONG-TERM NOTES
PAYABLE



Long-term notes payable consist of the following
(in thousands):



|                     |  | September 30,2002 |     | March 31,2002
|-------------------- |  | ----------------- | --- | -------------
|Notes payable:       |  |                   |     |              
|Debs Fun Pages(1)   |  | $                 |    |              
|Funbug               |  |                   |    |              
|Funnygreetings(4)    |  |                   | 211 |              
|FunPageLand(1)       |  |                   |    |              
|JustSayWow(1) (3)    |  |                   |    |              
|Send4Fun(1) (3)      |  |                   |    |              
|SFX Entertainment(2) |  |                   | 417 |              
|                     |  |                   |     |              
|Total                |  | $                 | 628 |              
|                     |  |                   |     |              



| | (1) | As of March 1, 2001, the Company entered into promissory notes in connection with settlements of amounts due pursuant to agreements with certain then-current
employees that had developed Web sites, as listed above, and related content for the Company. Obligations were settled by entering into promissory notes having a term of 30 months and with the entire principal due on September 1, 2003. Interest
accrues at 8% with payments of interest only payable at different dates for the various notes through September 2003. The note holders have the right at any time to convert the unpaid balance of the note into shares of unregistered, restricted
common stock of the Company at $6 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | In January 2002, the payment terms of this note were extended to January 1, 2004 from August 26, 2002. The note is collateralized by 2,600,000 shares of common stock
owned by Brad D. Greenspan. Principal and interest payments are quarterly over the life of the note with an effective interest rate of 18.51%.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | In June 2002, the Company recognized a gain from the early retirement of the principal and related accrued interest of these notes payable. This retirement of debt
resulted in the Company recognizing a gain of $1,269 thousand.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | In July 2001, the Company amended its agreement with an employee for the purchase of Funnygreetings.com. Under the prior agreement, the Company was obligated to pay
$2 million. Under the new agreement, the Company reduced the obligation to $1.2 million, less $86 thousand already received by the seller, and restructured the payment terms as described below. The Company made an additional payment of $130 thousand
in connection with Company financing which closed October 23, 2001 with 550 Digital Media Ventures as previously reported. The remaining balance of $984 thousand is payable in thirty monthly installments subject to certain advertising revenues being
achieved on the Funnygreetings.com Web site. Whenever revenue performance is not achieved in a given month, the monthly payment is reduced to a minimum of $20 thousand. The total current portion of this debt is $394 thousand. The remaining long term
portion of this note is $211 thousand.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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11. CAPITALIZED LEASE OBLIGATIONS



The following is a schedule of minimum payments under capitalized leases and the present value of future minimum rentals for
future years ending March 31, (in thousands):



|Year ended March 31,                                   |  |   |       |  
|------------------------------------------------------ |  | - | ----- | -
|2003 (remaining six months)                            |  | $ | 529   |  
|2004                                                   |  |   | 1,089 |  
|2005                                                   |  |   | 271   |  
|                                                       |  |   |       |  
|Total minimum lease payments                           |  |   | 1,889 |  
|Less: Amounts representing interest                    |  |   | (159  | )
|                                                       |  |   |       |  
|Present value of net minimum lease payments            |  |   | 1,730 |  
|Less: Current portion of capitalized lease obligations |  |   | (940  | )
|                                                       |  |   |       |  
|Long-term capitalized lease obligations                |  | $ | 790   |  
|                                                       |  |   |       |  



Equipment with a cost
basis of $1,647 thousand is collateral for the obligations under capital leases. During fiscal year 2003, the Company entered into several sale-leaseback transactions for computer equipment. Under the terms of the agreements, the Company, as lessee,
is required to maintain the equipment and provide public liability insurance coverage in the minimum amount of $1 million. As additional security relating to the sale-leaseback of equipment, the Company is required to maintain an $825 thousand
irrevocable standby letter for the first twelve months of the lease term and $413 thousand for the remaining twelve months of the lease term.



12. ACCRUED EXPENSES



Accrued expenses consist of the following: (in thousands):



|                         |  | September 30,2002 |       | March 31,2002
|------------------------ |  | ----------------- | ----- | -------------
|Professional services    |  | $                 |      |              
|Acquisition payments     |  |                   | 362   |              
|Compensation             |  |                   | 796   |              
|Affiliate payments       |  |                   | 41    |              
|Marketing                |  |                   |      |              
|Interest                 |  |                   | 38    |              
|Royalties                |  |                   | 439   |              
|Sales tax                |  |                   | 246   |              
|Legal settlement payable |  |                   | 312   |              
|Sales return             |  |                   | 665   |              
|Insurance                |  |                   | 292   |              
|Customer deposit         |  |                   | 267   |              
|Other                    |  |                   | 285   |              
|                         |  |                   |       |              
|Total                    |  | $                 | 3,743 |              
|                         |  |                   |       |              



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13. COMMITMENTS AND CONTINGENCIES



Operating Leases



The Company leases various facilities 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 (in thousands):



|Years ending March 31,      |  |   |      
|--------------------------- |  | - | -----
|2003 (remaining six months) |  | $ | 455  
|2004                        |  |   | 1,174
|2005                        |  |   | 1,042
|2006                        |  |   | 714  
|2007                        |  |   |     
|                            |  |   |      
|                            |  | $ | 3,385
|                            |  |   |      



Rent expense from
continuing operations for the six months ended September 30, 2002 and 2001 was approximately $420 thousand and $228 thousand, respectively.



Litigation



As previously disclosed, on July 6, 2001, Adolph Komorsky Investments, Inc. (AKI), an Illinois corporation with its principal place of
business in Tarrytown, New York, filed a complaint against the Company in the Supreme Court of the State of New York, County of Westchester. AKI alleges that the Company breached a consulting agreement with AKI by failing and refusing to pay AKI
cash and warrant consideration called for under the agreement. The Company denies AKIs allegations and has asserted defenses to the claims including the failure of AKI to perform its obligations under the consulting agreement, which the
Company formally terminated on June 29, 2001, approximately 45 days after the effective date of the agreement. There have been no material developments in this matter since the Companys last filing.



14. EQUITY COMPENSATION PLAN



Stock Options



Under the Companys 1999 Stock Award Plan, stock options may be granted to officers, directors, employees and
consultants. An aggregate of 9 million shares of common stock have been reserved for issuance under the Plan. Typically, options granted under the plan will vest ratably over 3 years with 1/3 vesting after 12 months and the remaining vesting in 1/8
increments each 3 months thereafter. During the quarter ended September 30, 2002, the Company issued 233 thousand shares with exercise prices ranging from $2.20 to $5.10. As of September 30, 2002, 8,386 thousand options were outstanding at a
weighted average price of $3.15 and 4,212 thousand were exercisable at a weighted average price of $3.64.



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 grants 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 July 12, 2002, the Company agreed to pay approximately $452 thousand to various stock option holders in exchange for the cancellation of approximately
925 thousand options.



Warrants



The Company has granted warrants to purchase common stock in connection with
debt and services.



Warrants outstanding and exercisable as of
September 30, 2002 were 2,093 thousand; with exercise prices ranging from $1.00 to $5.10 per share.



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15. SEGMENT INFORMATION



Based on the criteria established by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, the Company currently operates
in two principal business segments globally. The Company does not allocate any operating expenses other than direct cost of sales to its Products and Services segment, as management does not use this information to measure the performance of the
operating segment. Management does not believe that allocating these expenses is material in evaluating the segments performance.



Summarized information by segment as excerpted from the internal management reports is as follows for the three and six months ended September 30, 2002
(in thousands):



|             |  | Three Months Ended September 30, 2002
|------------ |  | -------------------------------------
|             |  | Media/Advertising                    
|Net revenues |  | $                                    
|Gross profit |  | $                                    
|             | 
|             |  | Six Months Ended September 30, 2002  
|             |  | Media/Advertising                    
|Net revenues |  | $                                    
|Gross profit |  | $                                    



NOTE 16. BUSINESS COMBINATIONS



In August 2002, the Company entered into a joint venture
with VintaCOM Media Group Inc., an Alberta, Canada company to form Relationship Exchange Company, LLC (REC), a Nova Scotia, Canada company for the purpose of expanding the Internet dating businesses of both parties. VintaCOM has agreed to license
certain intellectual property and provide hosting and technical services to REC in exchange for a 51% share of REC. The Company received the remaining 49% of REC. Unanimous approval of both parties is required over certain corporate governance
matters and the Company has significant influence over major operating decisions affecting the joint venture. The Company will report its share of REC profits and losses and its investment in REC using the equity method of accounting. No significant
profits or losses have been reported to date.



In September
2002, the Company entered into two joint ventures with Michael Casey Enterprises, LLC, a California company to form Abdominal King, LLC, a Delaware company, and Yogabol, LLC, a Delaware company to distribute certain fitness products. The Company has
received a 51% interest and substantial control over corporate governance and daily operations for a cash investment for marketing support through December 31, 2002 of approximately $0.6 million. No significant profits and losses have been reported
by either joint venture to date.



In September 2002, the
Company purchased certain assets of Mainland Communications Ltd of Ireland for $337 thousand and has launched new products and services featuring the Colorgenics Psychological Profiling System. As a result of this agreement, the Company has the
exclusive online and offline worldwide rights for Colorgenics. The new products and services line includes a subscription service where users can obtain a detailed psychological analysis and e-mail newsletter providing Colorgenics assessments based
on color affinity testing.



In September 2002, the Company
acquired certain assets of ResponseBase LLC, for $3.0 million. ResponseBase is a Santa Monica, CA online marketing company that manages approximately 30 million permission-bases e-mail records and is expected to add proven talent to the existing
eUniverse team and add incremental distribution and product development opportunities. Additional payments will be made on an earn-out basis subject to the achievement of certain performance goals for the two year period October 2002-September 2004.



18



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##### Table of Contents

|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, Abdominal King, LLC (effective from August 21, 2002), Cases Ladder (effective from May 30, 1999), eCommerce Transactions, LLC
(effective from June 12, 2001), Infobeat L.L.C. f/k/a Indimi, L.L.C. (effective from July 13, 2001), North Plains LLC (effective from May 13, 2001), Performance Marketing Group, LLC (effective from July 22, 2002), Relationship Marketing Services
(effective from July 10, 2002), Ultra Conversions, LLC (effective from May 15, 2002), and Yogabol, LLC (effective July 15, 2002). Results for the comparable period in 2001 include only those of eUniverse, Cases Ladder, eCommerce Transactions,
LLC, Indimi, L.L.C. and North Plains, LLC.



Effective October
10, 2000, the Company sold the assets of CD Universe 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 September 30, 2002
Compared to Quarter Ended September 30, 2001



Net Revenue



In the quarter ended September 30, 2002, approximately
49% of the Companys revenues were derived from paid third party advertising and the remaining 51% of revenues came from the Products and Services segment, which was launched in June 2001. During the quarter ended September 30, 2001, 76% of the
Companys revenues were derived from paid third party advertising and the remaining 24% of revenue came from the Products and Services segment. The Company is continuing to pursue its strategy of diversifying its revenues by introducing and
enhancing various proprietary products and services. Management of the Company believes that the percentage of revenue generated from the Products and Services segment will continue to increase and that this segment will eventually become the
dominant revenue driver of the Company.



Products and Services
segment revenues are derived primarily from subscriptions, merchandise sales and fees charged for activity based games and other items. The Companys third party advertising commitments range from one week to three months with revenue derived
from Cost Per Click (CPC), Cost Per Impressions (CPM) and Cost Per Acquisition (CPA) agreements with its customers.



Services revenues include fees from the sale of non-refundable memberships and sponsorships that are recognized ratably as earned. Service revenues also
include fees from the sale of non-refundable dating credits, which are recognized at the time of purchase. The Company launched a new online product and service featuring the Colorgenics Psychological Profiling System in September 2002. Colorgenics
sells subscriptions where users can obtain a detailed psychological analysis and e-mail newsletter. In August 2002, the Company launched Performance Marketing Group, LLC, an online direct marketing company specializing in designing, planning,
implementing and optimizing advertising campaigns for online publishers. In September 2002, the Company acquired certain assets of ResponseBase, LLC, an online marketing company. ResponseBase is expected to add to the Companys existing
distribution and product development opportunities. Electronic commerce transactions include product sales for items such as laser and inkjet printer supplies, various consumer electronic products and other impulse merchandise. For these
transactions, the Company recognizes revenue upon shipment of its products. Revenue includes shipping and handling charges. Product fulfillment is outsourced to independent third parties.



Revenues from 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.



The Company recognizes revenues as the amount paid upon the delivery and fulfillment of advertising, provided that the collection of the resulting
receivable is probable.



19



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##### Table of Contents

|                      |  | Three Months Ended September 30, |       
|--------------------- |  | -------------------------------- | ------
|                      |  | 2002                             |       
|                      |  | (in thousands)                   |       
|Revenues              |  |                                  |       
|Media / Advertising   |  | $                                | 5,402 
|Products and Services |  |                                  | 5,586 
|                      |  |                                  |       
|Total Revenues        |  | $                                | 10,988
|                      |  |                                  |       
|                      | 
|                      |  | Six Months Ended September 30,   |       
|                      |  | 2002                             |       
|                      |  | (in thousands)                   |       
|Revenues              |  |                                  |       
|Media / Advertising   |  | $                                | 11,100
|Products and Services |  |                                  | 10,670
|                      |  |                                  |       
|Total Revenues        |  | $                                | 21,770
|                      |  |                                  |       



|* | Not meaningful
|- | --------------



For the quarter ended September 30, 2002, total revenue increased 64% to $11 million, up from $6.7 million reported the same quarter in 2001. For the six
months ended September 30, 2002 total revenue increased 85% to $21.8 million, up from $11.8 million reported for the same period in 2001. The increase is due primarily to the introduction of the Products and Services segment, which contributed 92%
of the overall increase in revenues of $4.3 million for the current quarter. The revenues produced from this segment were primarily from recurrent transaction products (e.g. ink jet cartridges), subscription-based services (e.g. dating, fitness,
premium memberships) and the sale of impulse merchandise. The Company plans to continue to add to and upgrade its product and service offerings during the remainder of fiscal year 2003.



Revenues from Media and Advertising increased approximately 7% to $5.4 million from $5.1 million, in the second quarter. For
the six months ended September 30, 2002, revenues from Media and Advertising were up 10% to $11.1 million, from $10.1 million for the prior year, due primarily to an increase in available advertising space from newly launched and acquired sites, and
an increase in the overall yield from available advertising inventory.



For the six months ended September 30, 2002, the top five customers made up 23% of media/advertising revenue, down from 58% in the prior year. The top five customers comprised 12% of total revenues in the current period, a decline from 44%
in the comparable six month period in the prior year.



The
Company expects that revenue from the Products and Services segment will continue to increase as percentage of overall revenues during fiscal year 2003. Management plans to continue to allocate a greater percentage of available advertising inventory
to promote proprietary Company products and services. Consequently, revenue growth from Media/Advertising may slow during the remainder of fiscal year 2003.



Revenue also includes barter and non-cash advertising where the Company exchanges advertising on our sites for similarly valued online advertising or
other services. The barter value was $400,000, or 3.6% of total revenue, for the current quarter ended 2002. The Companys barter value was $888,000, or 4% of total revenue, for the six months ended September 30, 2002. The Companys barter
and non-cash advertising constituted $325,000, or 2.8% of total revenue, in the six months ended September 30, 2001. The Company typically uses barter transactions to test prospective media/advertising purchases or sales campaigns. In the quarter
ended September 30, 2002, the Companys barter transactions resulted in additional business.



20



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##### Table of Contents

COST OF SALES



|                              |  | Three months ended September 30, |      
|----------------------------- |  | -------------------------------- | -----
|                              |  | 2002                             |      
|                              |  | (in thousands)                   |      
|Cost of Sales                 |  |                                  |      
|Cost of Products and Services |  | $                                | 1,637
|                              |  |                                  |      
|Total Cost of Goods Sold      |  | $                                | 1,637
|                              |  |                                  |      
|                              | 
|                              |  | Six months ended September 30,   |      
|                              |  | 2002                             |      
|                              |  | (in thousands)                   |      
|Cost of Sales                 |  |                                  |      
|Cost of Products and Services |  | $                                | 3,801
|                              |  |                                  |      
|Total Cost of Goods Sold      |  | $                                | 3,801
|                              |  |                                  |      



Cost of sales consists
primarily of the cost of products for the commerce offerings within the Products and Services segment, shipping costs and credit card merchant fees and license arrangements. During the current quarter, cost of sales increased 209% to $1.6 million,
or 15% of total revenues, from $0.5 million or 8% of total revenues in 2001. Cost of sales in the second quarter increased as a result of an increase in media costs for the growth of the Products and Services business segment. For the six months
ended September 30, 2002, cost of sales increased 445% to $3.8 million from $0.7 million for the six months ended September 31, 2001. Cost of sales for the six months ended September 30, 2002 increased as a result of an increase in media costs to
support the growth of the Products and Services business segment.



The Company expects cost of revenues to continue to increase as a percentage of overall revenues as the Products and Services segment continues its growth. Cost of revenues may increase to as much as 25% to 30% of overall revenues during
fiscal year 2003.



OPERATING COSTS



Our operating costs were as follows for the periods indicated (dollars in
thousands):



|                                        |  | Three months ended September 30, |       
|--------------------------------------- |  | -------------------------------- | ------
|                                        |  | 2002                             |       
|                                        |  | (in thousands)                   |       
|Operating costs                         |  |                                  |       
|Marketing and sales                     |  | $                                | 4,071 
|Product development                     |  |                                  | 2,273 
|General and administrataive             |  |                                  | 2,553 
|Amortization of other intangible assets |  |                                  | 297   
|                                        |  |                                  |       
|Total operating costs                   |  | $                                | 9,194 
|                                        |  |                                  |       
|                                        | 
|                                        |  | Six months ended September 30,   |       
|                                        |  | 2002                             |       
|                                        |  | (in thousands)                   |       
|Operating costs                         |  |                                  |       
|Marketing and sales                     |  | $                                | 6,869 
|Product development                     |  |                                  | 4,342 
|General and administrataive             |  |                                  | 4,728 
|Amortization of other intangible assets |  |                                  | 511   
|                                        |  |                                  |       
|Total operating costs                   |  | $                                | 16,450
|                                        |  |                                  |       



21



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##### Table of Contents

MARKETING AND SALES



Marketing and sales costs include expenses associated with marketing and selling the Companys own products and services as well as the
Companys Media and Advertising service. The costs consist primarily of: certain fees paid to third parties for media space, license agreements and ad shared-revenue arrangements, which we refer to as affiliate spending; promotional and
advertising costs; personnel costs, commissions, agency and consulting fees; and allocated overhead costs such as computer systems and facilities. The Company also has a direct sales force that sells our inventory of advertisements to advertisers
and advertising agencies.



Marketing and sales costs for the
three months ended September 30, 2002 increased to 4.1 million, or 37% of total revenues, from $1.6 million, or 23% of total revenues, for the comparable quarter last year. Marketing and sales costs for the six months ended September 30, 2002
increased to $6.9 million, or 32% of total revenues, compared to $3.4 million or 29% of total revenues for the comparable period last year. The increase was primarily due to a significant increase in ad affiliate spending to market the
Companys own products and services and to support revenue generated by the Media and Advertising segment. The increase was also due to increase in personnel, consulting and facilities relating to the expansion and growth of our Products and
Services segment of the business.



During the remainder of
fiscal year 2003, the Company plans to continue to expand our direct sales, marketing and customer care teams to increase customer retention and drive new revenue growth. The Company intends to continue to increase the number of paying consumers and
enhance the lifetime value of each consumer and advertiser relationship. The Company expects that sales and marketing costs will increase in absolute terms and should continue to increase as a percentage of overall revenue.



PRODUCT DEVELOPMENT



Product development expenses consist of payroll and related expenses, Web hosting, consulting services and allocated
overhead costs for the following: (1) developing and maintaining the Companys websites, (2) developing and maintaining key proprietary technology, and (3) developing proprietary products and services.



Product and development costs for the three months ended September 30, 2002
increased to $2.3 million or 21% of total revenues, from $1.8 million, or 26% of total revenues, for the comparable quarter in the prior year. Product and development costs for the six months ended September 30, 2002 increased to $4.3 million or 20%
of total revenues from $2.8 million or 24% of total revenues for the same period in 2001. These increases are primarily result of growth in salaries, benefits and consulting expenses due to an expansion in network traffic, website development and
product and service development.



Management anticipates that
product development costs related to compensation and consulting services will continue to increase in absolute terms as the Company launches new and enhances existing product and service offerings. Internet costs are expected to increase
commensurately with overall traffic and revenue growth. During the remainder of fiscal year 2003, the Company expects product development costs to decrease as a percent of revenues during fiscal year 2003.



GENERAL AND ADMINISTRATIVE



General and administrative expenses consist of payroll and related expenses
for executive, finance, legal, human resources and administrative personnel; recruiting; outside legal and other professional fees; and other general corporate expenses.



General and administrative costs for the three months ended September 30, 2002 increased to $2.6 million, or 23% of total
revenues, from $1.7 million, or 25% of total revenues, for the same period in 2001. General and Administrative costs for the six months ended September 30, 2002 increased to $4.7 million, or 22% of total revenues, from $3.2 million, or 27% of total
revenue, for the same period in 2001. The increase was due primarily to growth in the number of management, legal and finance personnel, expansion of facilities and computer systems, and an increase in legal and accounting services to support the
growth of our operations and infrastructure.



Specific
increases for the current quarter over the same period last year include payroll and related costs of $516 thousand, and office, depreciation and facility expense increases of $480 thousand.



For the remainder of fiscal year 2003, the Company anticipates that general
and administrative costs will decline as a percentage of revenues as the business obtains further economies of scale in this area.



AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS



The Company evaluates the purchased goodwill and other intangible amounts for potential impairment on an at least an annual basis or upon the occurrence
of a material adverse event. Amortization of acquisition-related intangible assets for the quarter ending September 30, 2002 reflects the stock acquisition of Infobeat and the asset acquisitions of FunnyGreetings, SpreadingJoy, VIZX, FunOne,
Send4Fun, ResponseBase and other Web sites and certain customer name lists.



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##### Table of Contents

INTEREST AND OTHER INCOME AND OTHER NON-OPERATING EXPENSE



|                                   |  | Three Months ended September 30, |      
|---------------------------------- |  | -------------------------------- | -----
|                                   |  | 2002                             |      
|                                   |  | (in thousands)                   |      
|Interest income                    |  | $                                | 15   
|Interest and other financing costs |  |                                  | (462 
|Other gains                        |  |                                  | 112  
|                                   | 
|                                   |  | Six Months ended September 30,   |      
|                                   |  | 2002                             |      
|                                   |  | (in thousands)                   |      
|Interest income                    |  | $                                | 31   
|Interest and other financing costs |  |                                  | (587 
|Cancellation of stock options      |  |                                  | (452 
|Gain on extinguishment of debt     |  |                                  | 1,269
|Other gains                        |  |                                  | 112  



|* | Not meaningful
|- | --------------



Interest and financing expense for the three months ended September 30, 2002 increased to $462 thousand from $171 thousand for the same period in 2001.
Interest and financing expense for the six months ended September 30, 2002 increased to $587 thousand from $295 thousand for the same period in 2001. The expense includes interest on the 550 Digital Media Ventures (Sony) Note, capital lease
obligations and notes to certain website developers.



The
Company paid approximately $452 thousand to various stock option holders subsequent to June 30, 2002 for the cancellation of approximately 925 thousand options.



During the prior quarter, the Company entered an agreement for the early retirement of approximately $1.7 million of long-term notes payable, resulting
in a gain on extinguishment of debt of $1,269,000.



INCOME TAXES



Due to net operating loss carry forwards resulting from
cumulative operating losses, the Company had not recorded a provision for income taxes in the quarters ended September 30, 2002 and 2001. As of March 31, 2002, the balance of net deferred tax assets was $8.6 million. Utilization of the
Companys net operating loss carry forwards, which begins to expire in 2020, may be subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended. Due to uncertainties regarding recovery 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.



LIQUIDITY AND CAPITAL RESOURCES



Liquidity and Capital Resources



Since its inception in April 14, 1999, the Company has satisfied its cash requirements from a combination of private placements of equity securities,
short-term loans and cash flow from operations.



For the six
month ended September 30, 2002, net cash generated from operating activities was approximately $1.8 million compared to $565 thousand for the six months ended September 30, 2001.



During the remainder of fiscal year 2003, the Company intends to continue to invest in working capital, inventory, employees
and technology that may cause net operating cash flows to fluctuate.



Net operating cash flows for the six months ended September 30, 2002 consist of $1.9 million of net income, non-cash expenses, including depreciation and amortization of $941 thousand, and bad debt expense of $303 thousand. These sources of
operating cash flow were partially offset by the non-cash gain from the retirement of debt of $1,269 thousand and a decrease in current liabilities of $337 thousand.



Net operating cash flows for the six months ended September 30, 2001 consist of $1,247 thousand of net income, non-cash
expenses, including depreciation and amortization of $209 thousand, bad debt expense of $190 thousand, stock and warrants granted to consultants and affiliates of $344 thousand, and an increase in current liabilities of $448 thousand. These
increases in operating cash flows were partially offset by an increase in current assets of $2,039 thousand.



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##### Table of Contents

Net cash used in investing activities was $5.8 million and $691 thousand for the six months ended
September 30, 2002 and 2001, respectively. The $5.8 million resulted from the $3.0 million acquisition of the ResponseBase LLC assets comprising an online marketing company, $557 thousand for the purchase of intangible assets, $722 thousand for the
purchase of fixed assets, and $1.6 for deposits and other assets. During the six months ended September 30, 2001, $691 thousand of net cash used in investing activities resulted from the $564 thousand in purchases of intangible assets and $127
thousand for purchases of fixed assets.



Net cash provided by
financing activities was $730 thousand and $1,637 thousand for the six months ended September 30, 2002 and 2001, respectively. The $730 thousand comprised of proceeds of $1,546 thousand for capital leases, proceeds of $167 thousand from issuance of
stock options partially offset by cash used in repayment of capital leases of $408 thousand and repayment of long term notes of $575 thousand.



As of September 30, 2002, the Company had no off-balance sheet financing arrangements or undisclosed liabilities related to special purpose, related party
or unconsolidated entities.



In June of 2002, the Company
entered into a settlement agreement with certain website developers to retire approximately $1.7 million of debt and related accrued interest for $403 thousand resulting in a non-cash gain of $1,269 thousand. Other non-cash activity included the
conversion of $450 thousand of debt and related accrued interest into shares of Company common stock.



Management of the Company believes that current cash on hand, together with net cash generated from operations, will provide sufficient working capital
for the next 12 months. However, the Company will continue to seek financing for certain equipment purchases and other fixed assets acquisitions. Additionally, for certain acquisitions and other investments the Company may seek additional financing
from private debt or equity placements.



Contractual Obligations



We have an outstanding note payable with an
affiliate, as well as various non-affiliated notes payables, maturing at various dates through March 2005. We lease facilities and equipment under various capital and operating lease agreements with various terms and conditions, expiring at various
dates through 2007.



Our material contractual obligations at
September 30, 2002 are as follow (in thousands):



|                                                                   |  | Payments Due by Period
|------------------------------------------------------------------ |  | ----------------------
|                                                                   |  | TotalAmountsCommitted 
|Contractual Obligations                                            |  |                       
|8% Convertible Note payable for acquisition of Debs Fun Pages     |  | $                     
|8% Convertible Note payable for acquisition of Fun Page Land       |  |                       
|Note payable for acquisition of Funbug.com                         |  |                       
|Note payable for acquisition of Funnygreetings.com                 |  |                       
|Note payable with interest accruing at prime plus 2% (Sony)        |  |                       
|Note payable with effective rate of 9.7% (SFX Entertainment, Inc.) |  |                       
|Capital lease obligations                                          |  |                       
|Operating lease obligations                                        |  |                       
|                                                                   |  |                       
|Total contractual obligations                                      |  | $                     
|                                                                   |  |                       



24



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##### Table of Contents

|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



Overview



On August 22, 2003, the Company restated its previously reported quarterly financial results for the first three quarters of fiscal year 2003 because of
accounting errors it had previously identified in the Companys financial statements. As a result of the discovery of the accounting errors, management initiated an internal review of its accounting records and its accounting policies and
procedures. In an effort to identify the extent of the accounting errors, and to identify any deficiencies in the Companys system of controls, management significantly expanded its accounting and finance staff and retained an outside
accounting firm to assist in the process. In addition, the Companys Board of Directors directed the Audit Committee to explore the facts and circumstances giving rise to the restatement as well as to evaluate the Companys accounting
practices, policies and procedures. To assist with the Audit Committee review, the Audit Committee engaged the law firm of Foley & Lardner.



During managements and the Audit Committees reviews of the Companys accounting records and procedures, and during the audit of the
Companys financial statements for fiscal year 2003, various deficiencies in the Companys internal controls were identified. The Company believes such deficiencies were attributable to the following broad factors: insufficient supervision
and oversight of the Companys accounting systems and personnel; a poorly designed, non-integrated accounting system; the rapid growth in the Companys business operations during the course of fiscal year 2003; difficulties in absorbing
and integrating the acquisition of a sizable e-commerce company, ResponseBase LLC, during the third and fourth quarters of fiscal year 2003; the loss of critical personnel; and limited human resources in the Companys accounting and financial
reporting function with which to respond to the Companys increased business scale and growing complexity.



In response to the matters identified by managements and the Audit Committees reviews, the Company has implemented a number of remedial and
other actions designed to improve its accounting and financial reporting procedures and controls. Actions designed to broadly strengthen the functioning and oversight of the accounting function have included:



| |  | a significant expansion of the resources of the accounting department, nearly doubling the staff size and replacing all accounting personnel with individuals of greater experience;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the replacement of the leadership of the department with a new controller who has experience with the challenges of system and business scaling;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the appointment of Lawrence R. Moreau, a Certified Public Accountant, to the Companys Board of Directors and to serve as the Audit Committee Chair; and,
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the appointment of Thomas J. Flahie, our Chief Financial Officer, to fill the vacancy resulting from the departure of Joseph Varraveto, who resigned effective August 19, 2003.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company also implemented or strengthened
specific internal controls, including:



| |  | the segregation of accounting duties;
| | - | -------------------------------------



| |  | the reconciliation of all material balance sheet accounts;
| | - | ----------------------------------------------------------



| |  | reorganizing and upgrading its accounting systems and processes and the storing of backup data;
| | - | -----------------------------------------------------------------------------------------------



| |  | requiring enhanced levels of authorization for transactions;
| | - | ------------------------------------------------------------



| |  | limiting access to various accounting modules;
| | - | ----------------------------------------------



| |  | improving the processing of transactional documentation;
| | - | --------------------------------------------------------



| |  | augmenting cash management controls;
| | - | ------------------------------------



| |  | enhancing inventory controls;
| | - | -----------------------------



| |  | redesigning the sales order process;
| | - | ------------------------------------



| |  | creation of a process for documenting accounting policies and procedures at the time of implementation.
| | - | -------------------------------------------------------------------------------------------------------



Finally, the Company is continuing to implement a new integrated financial reporting system that is more appropriate to the
size and complexity of the Companys current business operations.



In addition to the foregoing changes, the Company expects to retain an experienced consulting firm to advise the Company on further enhancements to its internal and operational controls based on the COSO framework. The Company also expects
to be an early adopter of the internal control attestation requirements of the Sarbanes-Oxley Act of 2002.



Pending full implementation of an integrated financial reporting system, the Company has adopted supplemental control measures to ensure that the
financial statements and other financial information included in the reports it files with the Securities and Exchange Commission, fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company
as of, and for, the periods presented. The Company expects that full implementation of its integrated financial reporting system will render these supplemental control measures redundant.



25



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##### Table of Contents

Evaluation of Disclosure Controls and Procedures



Our management, including our Principal Executive Officer and our Chief Financial Officer, does not expect that our
disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be
met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



The Company has evaluated the effectiveness of the design and operation of our disclosure controls and procedures for purposes of filing this report under
the Securities Exchange Act of 1934, as amended. This evaluation was done under the supervision and with the participation of management, including our Principal Executive Officer and our Chief Financial Officer. As part of their controls
evaluation, the Principal Executive Officer and Chief Financial Officer considered the results to date of the Audit Committee review of the matters leading to the accounting restatement.



Based in part on the foregoing, the Companys Principal Executive Officer and Chief Financial Officer have concluded
that, as of the end of the period covered by this report, September 30, 2002, our disclosure controls and procedures were not effective to ensure that information the Company is required to disclose in the reports that it files with the Securities
and Exchange Commission was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.



However, based upon an evaluation conducted prior to the filing of this report, on October 10, 2003, including an evaluation
of the supplemental controls and the other changes to the Companys organization and controls implemented to date, the Companys Principal Executive Officer and Chief Financial Officer have concluded that, as of October 10, 2003, the
Companys disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that it files with the Securities and Exchange Commission, for periods ending subsequent to June 30, 2003, is
recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.



Changes to Internal Control Over Financial Reporting



The changes to the Companys internal controls identified above are intended, and have been undertaken by the Company, to enhance the effectiveness of the
Companys internal control procedures. These steps constitute significant changes in internal control over financial reporting. We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal control over
financial reporting on an ongoing basis, and will take further action as appropriate.



26



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##### Table of Contents

SIGNATURE



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



| |  |                         |  | eUNIVERSE, INC. Registrant
| |  | ----------------------- |  | --------------------------
| |  |                         |  |                           
| |  | Dated: October 30, 2003 |  |                           
| |  |                         |  |                           
| |  |                         |  |                           



27