UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                       OR

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

           FOR THE TRANSACTION PERIOD FROM_____________TO_____________

                        COMMISSION FILE NUMBER: 000-27411

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

Delaware                                                     13-3898912
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                         268 West 44th Street, 4th Floor
                            New York, New York 10036
               (Address of principal executive offices) (Zip Code)

                                 (212) 971-9800
              (Registrant's telephone number, including area code)

      Indicate by check mark (X) 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 May 1, 2002, there were 14,492,092 shares of the registrant's common
      stock outstanding.


                                       1
<PAGE>

                              PROMOTIONS.COM, INC.
                                    FORM 10-Q

                                TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION                                               PAGE
                                                                            ----

Item 1. Financial Statements

        Condensed Balance Sheets as of March 31, 2002 (unaudited)
        and December 31, 2001 ...........................................      3

        Condensed Statements of Operations for the three months
        ended March 31, 2002 (unaudited) and 2001 (unaudited) ...........      4

        Condensed Statements of Cash Flows for the three
        months ended March 31, 2002 (unaudited) and 2001 (unaudited) ....      5

        Notes to Unaudited Interim Condensed Financial Statements .......      6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations .............................      7

Item 3. Quantitative and Qualitative Disclosures About Market Risk ......     14

PART II OTHER INFORMATION

Item 1. Legal Proceedings ...............................................     14

Item 2. Changes in Securities and Use of Proceeds .......................     14

Item 3. Defaults Upon Senior Securities .................................     16

Item 4. Submission of Matters to a Vote of Security Holders .............     16

Item 5. Other Information ...............................................     16

Item 6. Exhibits and Reports on Form 8-K ................................     17

        SIGNATURES ......................................................     19


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<PAGE>

Part 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS

                              PROMOTIONS.COM, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               MARCH 31,            DECEMBER 31,
                                                                                 2002                  2001
                                                                              ------------         ------------
                                                                              (UNAUDITED)
<S>                                                                           <C>                  <C>
                                  ASSETS

Current assets:
  Cash and cash equivalents ..........................................        $ 10,201,444         $ 12,480,831
  Accounts receivable, net ...........................................             742,940              624,123
  Prepaid expenses and other current assets ..........................             839,998              938,555
                                                                              ------------         ------------
    Total current assets .............................................          11,784,382           14,043,509
                                                                              ------------         ------------
Fixed assets, net ....................................................           2,517,692            3,153,141
Other assets .........................................................             185,320              188,599
                                                                              ------------         ------------
    Total assets .....................................................        $ 14,487,394         $ 17,385,249
                                                                              ============         ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable ...................................................        $    504,002         $  1,117,380
  Accrued liabilities ................................................             918,833            1,370,749
  Deferred revenues ..................................................              99,068               86,306
  Capital lease obligations ..........................................                  --              974,690
                                                                              ------------         ------------
    Total liabilities ................................................           1,521,903            3,549,125
                                                                              ------------         ------------

Stockholders' equity:
  Common stock-par value $.01, 50,000,000 shares authorized,
    and 14,437,845 and 14,344,577 shares issued and outstanding at
    March 31, 2002(unaudited), and December 31, 2001, respectively ...             144,920              144,703
  Additional paid-in capital .........................................          68,332,438           68,213,871
  Accumulated deficit ................................................         (55,333,199)         (54,425,870)
  Deferred compensation ..............................................            (178,668)             (96,580)
                                                                              ------------         ------------
    Total stockholders' equity .......................................          12,965,491           13,836,124
                                                                              ------------         ------------
      Total liabilities and stockholders' equity .....................        $ 14,487,394         $ 17,385,249
                                                                              ============         ============
</TABLE>

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


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<PAGE>

                              PROMOTIONS.COM, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                                                              MARCH 31,
                                                                              ---------
                                                                      2002                 2001
                                                                      ----                 ----
<S>                                                               <C>                  <C>
Revenues .................................................        $  1,384,156         $  4,675,001
Operating expenses:
  Product development ....................................             267,633            1,622,341
  Sales and marketing (inclusive of non-cash Matchlogic
    And Excite expense of $2,217,535 in 2001) ............             673,526            5,501,076
  General and administrative .............................           1,471,315            2,490,201
                                                                  ------------         ------------
    Total operating expenses .............................           2,412,474            9,613,618
                                                                  ------------         ------------
  Loss from operations ...................................          (1,028,318)          (4,938,617)
Interest income, net .....................................              38,876              226,209
                                                                  ------------         ------------
Loss before extraordinary item ...........................            (989,442)          (4,712,408)
Extraordinary gain on extinguishment of debt .............              82,116                   --
                                                                  ------------         ------------
Net loss attributable to common
  stockholders ...........................................        $   (907,326)        $ (4,712,408)
                                                                  ============         ============

Basic and diluted loss per share
Loss before extraordinary item ...........................        $      (0.07)        $       0.33
                                                                  ============         ============

Extraordinary item .......................................        $       0.01         $         --
                                                                  ============         ============

Net loss per share attributable to common  stockholders ..        $      (0.06)        $      (0.33)
                                                                  ============         ============

Weighted average shares of common
  stock used in computing basic and
  diluted net loss per share
  attributable to common
  Stockholders ...........................................          14,487,384           14,416,493
                                                                  ============         ============
</TABLE>

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


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<PAGE>

                                 PROMOTIONS.COM
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                 THREE MONTHS ENDED
                                                                                                     MARCH 31,
                                                                                                     ---------
                                                                                             2002                 2001
                                                                                             ----                 ----
<S>                                                                                      <C>                  <C>
Cash flows from operating activities:
  Net loss ......................................................................        $   (907,326)        $ (4,712,408)
  Adjustments to reconcile net loss to net cash
    (used) in provided by operating activities:
    Depreciation and amortization of fixed assets and patents ...................             635,449              798,931
    Amortization of deferred compensation expense ...............................              31,577                  139
    Bad debt expense ............................................................                  --              185,921
  Changes in operating assets and liabilities:
    Accounts receivable .........................................................            (118,817)           1,432,756
    Prepaid expenses and other current assets ...................................              98,557            2,419,446
    Other assets ................................................................               3,279                2,185
    Accounts payable ............................................................            (613,378)             132,851
    Accrued liabilities .........................................................            (451,916)            (521,350)
    Other liabilities ...........................................................                  --               (2,822)
    Deferred revenue ............................................................              12,762              338,743
                                                                                         ------------         ------------
Net cash (used) in provided by operating activities .............................          (1,309,813)              74,392
                                                                                         ------------         ------------
Cash flows from investing activity:
  Purchase of fixed assets ......................................................                  --             (755,405)
                                                                                         ------------         ------------
Net cash used in investing activity .............................................                  --             (755,405)
                                                                                         ------------         ------------
Cash flows from financing activities:
  Principal payments on capital lease obligations ...............................            (974,690)            (177,550)
  Exercise of employee stock options ............................................               5,116               21,406
                                                                                         ------------         ------------
Net cash used by financing activities ...........................................            (969,574)            (156,144)
                                                                                         ------------         ------------
Net decrease in cash for the period .............................................          (2,279,387)            (837,157)
Cash and cash equivalents, beginning of period ..................................          12,480,831           16,094,308
                                                                                         ------------         ------------
Cash and cash equivalents, end of period ........................................        $ 10,201,444         $ 15,257,151
                                                                                         ============         ============
Cash paid during the period for interest ........................................        $     21,413         $     45,568
                                                                                         ============         ============

Supplemental disclosure of non-cash investing ,financing and other activities:
Barter transactions .............................................................                  --         $    885,000
</TABLE>

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


                                       5
<PAGE>

                              PROMOTIONS.COM, INC.
            NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Promotions.com, Inc. (the "Company"), was incorporated and commenced operations
in the state of New York on January 8, 1996 as Webstakes, Inc. and was
reincorporated in the State of Delaware on June 5, 1996 as Netstakes, Inc. On
June 11, 1999, the Company changed its name to Webstakes.com, Inc. On January
27, 2000, the Company changed its name to Promotions.com, Inc. Promotions.com,
Inc. is an Internet promotion solutions company. Combining technology, data and
promotions expertise, the Company provides promotion solutions to help companies
achieve their overall marketing and business objectives. The company generates
revenues through WEBSTAKES.COM, a web site dedicated to Internet sweepstakes
and promotions and PROMOTIONS.COM, a full service integrated Internet promotion
services group.

The Company has sustained net losses and negative cash flow from operating
activities since inception. The Company's ability to meet its obligations in the
ordinary course of business is dependent upon its ability to establish
profitable operations or to the extent that we do not have profitable operations
we may need to raise additional financing through public or private equity
financing, collaborative or other arrangements with corporate sources, or other
sources of financing to fund operations.

Management believes that the Company's current cash resources coupled with
recent cost reductions will be sufficient to fund the Company's planned
expenditures through March 31, 2003. However, there can be no assurances that
the Company will achieve its planned results. If anticipated results are not
achieved, management has the intent and believes it has the ability to delay or
further reduce its expenditures so as to not require additional financial
resources if such resources are not available on terms acceptable to the
Company.

2. INTERIM FINANCIAL INFORMATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required under generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for the fair presentation of the
results of the interim periods presented in this filing have been made.
Operating results for the three month period ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2002 or for any other future interim periods.

The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the financial statements
and footnotes thereto included in the Company's Form 10-K for the year ended
December 31, 2001, as filed with the Securities and Exchange Commission.

3. NET LOSS PER SHARE

Basic loss per share is computed using the weighted-average number of common
shares outstanding during the period. Diluted loss per share is computed using
the weighted-average number of common and common stock equivalent shares
outstanding during the period. Common stock equivalent shares are excluded from
the computation if their effect is antidilutive.

As the Company reported net losses at March 31, 2002 and 2001, all 2,179,906 and
3,092,728 of the options and warrants outstanding at March 31, 2002 and 2001,
respectively, were antidilutive and therefore, there were no reconciling items
between basic and diluted loss per share for the three months then ended.

4. EXTRAORDINARY ITEM

During the first quarter of 2002, the Company renegotiated certain vendor
contracts and was able to obtain reductions on amounts owed. In connection with
these reductions, the Company recorded an extraordinary gain from the
extinguishments of debt of approximately $82,000 or $0.01 per share for both
basic and diluted earnings per share.

5. MERGER

On February 11, 2002, iVillage Inc. ("iVillage") entered into a definitive
Agreement and Plan of Merger, by and among iVillage, Virgil Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of iVillage ("Virgil"), and
Promotions.com, Inc. ("Promotions.com"), pursuant to which iVillage through
Virgil agreed to acquire Promotions.com through an exchange offer and merger
transaction for an aggregate value of approximately $13.3 million (based on the
closing price of iVillage common stock on February 11, 2002). Under the terms of
the merger agreement, as amended as of March 13, 2002, Promotions.com
stockholders will receive a combination of iVillage common shares and cash.
iVillage will issue an aggregate of approximately $3.5 million in common stock
and approximately $9.8 million in cash, which represents a distribution of all
cash less accrued liabilities and other reserves of Promotions.com.


                                       6
<PAGE>

                              PROMOTIONS.COM, INC.

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

The following discussion of the financial condition and results of operations of
Promotions.com, Inc. contains forward-looking statements relating to the future
events and the future performance of Promotions.com within the meaning of
section 21E of the Securities Exchange Act of 1934, as amended. Words such as
"may", "should", "anticipate", "believe", "plan", "estimate", "expect" and
"intend", and other similar expressions are intended to identify forward-looking
statements. These include, for example, statements regarding barter, future
revenues, general and administrative expenses, product development expenses and
sales and marketing expenses. Stockholders are cautioned that such statements
involve risks and uncertainties. Promotions.com, Inc. actual results and timing
of certain events could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including, but not
limited to, those set forth under " Risk Factors" in Promotions.com, Inc.'s Form
10-K and elsewhere in this report and in Promotions.com, Inc.'s. other public
filings on file with the Securities and Exchange Commission. All forward-looking
statements included in this document are based on information available to the
company as of the date of this document, and Promotions.com, Inc. assumes no
obligation to update these cautionary statements or any forward-looking
statements.

OVERVIEW

The Company principally derives all of its revenues from the sale of on-line
promotion and email direct marketing services. We expect to derive substantially
all of our revenues from the sale of on-line promotion and email direct
marketing services for the foreseeable future.

On February 11, 2002, iVillage Inc. ("iVillage") entered into a definitive
Agreement and Plan of Merger, by and among iVillage, Virgil Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of iVillage ("Virgil"), and
Promotions.com, Inc. ("Promotions.com"), pursuant to which iVillage through
Virgil agreed to acquire Promotions.com through an exchange offer and merger
transaction for an aggregate value of approximately $13.3 million (based on the
closing price of iVillage common stock on February 11, 2002). Under the terms of
the merger agreement, as amended as of March 13, 2002, Promotions.com
stockholders will receive a combination of iVillage common shares and cash.
iVillage will issue an aggregate of approximately $3.5 million in common stock
and approximately $9.8 million in cash, which represents a distribution of all
cash less accrued liabilities of Promotions.com.

On March 19, 2002, pursuant to the merger agreement, Virgil commenced an
exchange offer to acquire all outstanding shares of Promotions.com common stock
(including associated preferred share purchase rights). Pursuant to the amended
prospectus dated March 19, 2002 and comprising a part of iVillage's Registration
Statement on Form S-4 as amended (Commission File No. 333-84532) (the
"Prospectus"), iVillage, through Virgil, offered to purchase each outstanding
share of Promotions.com common stock for 0.1041 of a share of iVillage common
stock and $0.64 to the seller in cash (the "Offer"). The Offer will be followed
by a merger to complete the transaction for the same consideration for all
shares not tendered through the Offer. The Offer was subject to customary
closing conditions, including the tender of at least a majority of
Promotions.com's shares and no material adverse change to iVillage or
Promotions.com. See "Recent Developments".

Financial Reporting Release No. 60, which was recently released by the
Securities and Exchange Commission, requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 2 of the Notes to the Financial Statements of the
Company's 2001 Form 10-K includes a summary of the significant accounting
policies and methods used in the preparation of our Financial Statements. The
following is a brief discussion of the more significant accounting policies and
methods used by the Company.

REVENUE RECOGNITION

WEBSTAKES.COM revenues are derived principally from service contracts whereby
the Company recognizes revenues based on either a "cost-per-click" or a
"cost-per-action" pricing model. The contracts typically include cancellation
clauses ranging from 30 to 60 days. The Company's revenue recognition policy
related to WEBSTAKES.COM services is to recognize revenues ratably over the
period during which we provide promotion services, provided that no significant
obligations remain and collection of the resulting receivable is reasonably
assured. With respect to revenue generated from WEBSTAKES.COM, the Company
generally guarantees a minimum number of impressions (i.e. "cost-per-click"), or
times that the customer's name, logo or other identifier appears in web or email
newsletter pages viewed by visitors to WEBSTAKES.COM, and/or times that our
visitors are delivered to our customer's web site. To the extent that these
minimum guarantees are not met, the Company defers recognition of the
corresponding revenues until the guaranteed levels are achieved. Revenue is
recognized differently in a cost-per-action pricing model. A cost-per-action
pricing model requires the Company to not only deliver the aforementioned, but
also our members must perform a specific action once on the site


                                       7
<PAGE>

such as purchasing a product or registering as a member of the site in order for
us to earn revenue. The Company recognizes revenue related to the
cost-per-action pricing model when the specific action has been performed on our
customer's website.

PROMOTIONS.COM services provide custom turnkey solutions to create and manage
promotions on a customer's own web site. Revenues are derived principally from
contracts in which the company typically provides services for the creation,
administration and implementation of the promotion. The Company's revenue
recognition policy related to PROMOTIONS.COM services is also to recognize
revenues ratably over the period during which we provide promotion services,
provided that no significant obligations remain and collection of the resulting
receivable is reasonably assured.

Revenues include revenues from barter transactions in which we exchange
promotion or direct marketing services for advertising and prizes. Revenues from
these barter transactions are recorded as promotion revenues at the lower of the
estimated fair value of the goods or services received or delivered and are
recognized when we deliver the promotion services. Advertising expenses related
to barter are recognized when our advertisements are run on the reciprocal web
site, which is typically in the same period as the corresponding barter revenues
are recognized. Prize expenses related to barter are recognized when prizes are
awarded.

FIXED ASSETS

Fixed assets are stated at cost. Fixed assets under capital leases are stated at
the lower of the present value of minimum lease payments at the beginning of the
lease term or the leased asset at the inception of the lease. The cost of
additions and betterments are capitalized, and repairs and maintenance costs are
charged to operations in the periods incurred.

Depreciation of fixed assets is provided for using the straight-line method over
their estimated useful lives of three years for computer and office equipment,
computer software costs and capital leases. The estimated useful lives used to
depreciate furniture and fixtures is five years. Amortization of leasehold
improvements is provided for over the lesser of the term of the related lease or
the estimated useful life of the improvement. Accumulated amortization includes
the amortization of assets recorded under capital leases. The Company recognizes
gains or losses on the sale or disposal of fixed assets in the period of
disposal.

Management reviews long-lived assets for impairment whenever events or changes
in circumstances indicate the carrying amount of the assets may not be
recoverable. This evaluation is based on a number of factors including
expectations for operating income and undiscounted cash flows that will result
from the use of such assets.

INCOME TAXES

The Company recognizes deferred taxes by the asset and liability method of
accounting for income taxes. Under the asset and liability method, deferred
income taxes are recognized for differences between the financial statement and
tax basis of assets and liabilities at enacted statutory tax rates in effect for
the years in which the differences are expected to reverse. The effect on
deferred taxes of change in tax rates is recognized in income in the period that
includes the enactment date. In addition, valuation allowances are established
when it is more likely than not that deferred tax assets will not be realized.

STOCK-BASED EMPLOYEE COMPENSATION

The accompanying financial position and results of operations of the Company
have been prepared in accordance with APB Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB No. 25"). Under APB No. 25, generally no compensation
expense is recognized in connection with the awarding of stock option grants to
employees, provided that, as of the grant date, all terms associated with the
award are fixed and the quoted market price of the Company's stock as of the
grant date is equal to or less than the option exercise price.

Disclosure required by Statement of Financial Accounting Standards No.
123,"Accounting for Stock-Based Compensation" ("SFAS No. 123"), including
proforma operating results had the Company prepared its financial statements in
accordance with the fair value based method of accounting for stock-based
compensation, has been included in Note 7 of the Notes to the Financial
Statements of the Company's 2001Form 10-k.

The fair value of options and warrants granted to non-employees for goods or
services are included in the financial statements and expensed as the goods are
utilized or the services performed.


                                       8
<PAGE>

RISK AND UNCERTAINTIES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates. Significant estimates and assumptions made by
the Company include those related to the useful lives and recoverability of
fixed assets, recoverability of deferred tax assets, allowance for doubtful
accounts and the fair value of products and services exchanged in barter
transactions.

The Company has a limited operating history and its prospects are subject to the
risks, expenses and uncertainties frequently encountered by companies in the new
and rapidly evolving highly volatile markets for Internet products and services.
These risks include the failure to develop and extend the Company's online
service brand, the rejection of the Company's services by web consumers, vendors
and/or advertisers, the inability of the Company to maintain and increase the
levels of traffic on its online service, as well as other risks and
uncertainties. In the event that the Company does not successfully implement its
business plan, certain assets may not be recoverable.

Financial Reporting Release No. 61 was recently released by the SEC to require
all companies to include a discussion to address, among other things, liquidity,
off-balance sheet arrangements, contractual obligations and commercial
commitments. As such, currently, the Company does not maintain any off-balance
sheet arrangements. See the Liquidity and Capital Resources discussion
commencing on page 10 for information on liquidity, contractual obligations and
commercial commitments.

The period-to-period comparisons of our historical operating results should not
be relied upon as indicative of future performance. Our quarterly report should
be considered in light of the risks, expense and difficulties encountered by
companies in the early stages of development, particularly companies in the
extremely volatile internet industry. We anticipate that we will incur operating
losses for the foreseeable future. Our revenues are highly dependent on revenues
from internet companies and of such companies which are greatly affected by
trends in the economy and marketing budgets, therefore we are not able to
predict future revenue patterns.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 AND 2001

Revenues. Revenues primarily result from the sale of online promotion and email
direct marketing services. Revenues were approximately $1.4 million and $4.7
million for the three months ended March 31, 2002 and 2001. The period-to-period
decrease in revenues was primarily attributable to the decreasing number of
marketers purchasing promotional services. Approximately 93 customers purchased
promotional services for the three months ended March 31, 2002 compared to 108
for the three months ended March 31, 2001. A significant amount of the decrease
in customers is related to our WEBSTAKES.COM business in which many of our
dot-com customers either merged or ceased doing business prior to or during the
three months ended March 31, 2002.

There has been tremendous volatility in the online media market and market
prices for Web-based services have decreased due to competitive and marketing
factors. This volatility coupled with the downturn in the economy has severely
affected our business and has resulted in a 70% decrease in revenues from first
quarter 2001 to first quarter 2002. This downturn has resulted in our customers
canceling long term contracts, making smaller purchases and placing more pricing
pressure on us. This pricing pressure has resulted in a continual decrease in
our rate cards and has further shifted our pricing model on WEBSTAKES.COM from a
"cost-per-click" and "cost-per-thousand" to a "cost-per-action" pricing model.

While the Company has been most significantly affected as a result of its
business with consumer dot-com customers, the downturn has also affected the
spending habits of certain of our traditional customers as well which has, in
turn, negatively impacted our business. There can be no assurances that revenues
will not continue to decline, that customers will continue to purchase
promotional services, that customers will not continue to make smaller and
shorter term purchases, or that market prices for Web-based promotional services
will not continue to decrease due to competitive or other market factors.

Product Development Expenses. Product development expenses include the personnel
costs associated with the design and development of WEBSTAKES.COM and
PROMOTIONS.COM, our promotions infrastructure and technology, as well as
software licensing costs. Product development expenses were approximately
$268,000 or 19% and $1.6 million or 34% of total revenues for the three months
ended March 31, 2002 and 2001, respectively. The period-to-period decrease
reflects the difference in the company's business operations for the three
months ended March 31, 2002 compared to the three months ended March 31, 2001.
The three months ended March 31, 2001 included expenses related to the enhanced
features for


                                       9
<PAGE>

WEBSTAKES.COM, PROMOTIONS.COM and our international efforts which were not
present during 2002 as we scaled back the introduction of many new products and
features. We also reduced the number of engineers at the end of the fourth
quarter of 2001 by outsourcing our technology department. As a result of these
changes, product development expense as a percentage of revenue was reduced by
approximately 15%.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of
advertising costs, salaries and commissions of sales and marketing personnel,
costs of trade shows, conventions and marketing materials and other marketing
expenses. Sales and marketing expenses were approximately $674,000 or 48% of
total revenues and $5.5 million or 117% of total revenues for the three months
ended March 31, 2002 and 2001, respectively. The period-to-period decreases
reflect the cost cutting measures taken at the end of 2000 and continued
throughout 2001which is reflected in first quarter 2002 results. In the fourth
quarter of 2000, we reduced the number of sales and marketing employees, cut our
marketing expenditures, eliminated certain consultants, reduced the number of
trade shows and conventions we attend and decreased the purchasing of marketing
collateral. Advertising costs included in sales and marketing expenses also
included the amortization of our Matchlogic and Excite agreements. Our
Matchlogic and Excite agreements expired in June 2001 and were not renewed thus
there was no expense from these agreements in the three months ended March 31,
2002. These agreements accounted for approximately $2.2 million in amortization
expense each quarter that were not present during 2002.

General and Administrative Expenses. General and administrative expenses consist
primarily of services and related costs of general corporate functions,
including finance, accounting and facilities costs. General and administrative
expenses were approximately $1.5 million or 107% of total revenues and $2.5
million or 53% of total revenues for the three months ended March 31, 2002 and
2001, respectively. While we decreased expenses, our revenue also decreased but
at a greater percentage than we were able to decrease expenses. While in
absolute dollars the general and administrative expenses decreased as a
percentage of revenue they increased during 2001 and through first quarter 2002.
The period-to-period increase as a percentage of revenue is due to the decline
in revenue during the period. Through our restructuring we reduced the number of
general and administrative employees; we closed certain offices and consolidated
other offices, and negotiated better terms with certain vendors. However, as
explained above there are a number of fixed expenses that we are unable to
reduce such as our Directors and Officers insurance. Therefore, we were unable
to reduce a significant portion of our general and administrative expenses as
revenue continued to decline. We also incurred approximately $392,000 of
expenses related to our merger with iVillage during the three months ended March
31, 2002.

Interest Income (Expense), Net. Interest income, net of expense, consists
primarily of interest earned on our cash balance and the interest expense on our
outstanding debt. We recognized net interest income of approximately $39,000 and
$226,000 for the three months ended March 31, 2002 and 2001, respectively. The
decrease was primarily attributable to a decrease in the average cash balance
invested, principally due to continued losses from operations. Interest income
in future periods is likely to go down as a result of a reduction in average
cash balances invested and maintained by the Company and changes in the
prevailing interest rate of its investments.

Income Taxes. No income tax benefit is reflected in the financial statements as
a valuation allowance was provided for deferred tax assets relating to net
operating losses. As of December 31, 2001, we had approximately $53.1 million of
federal net operating loss carryforwards for tax reporting purposes to offset
future taxable income. Our federal net operating loss carry forwards expire in
the years 2013 through 2020.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through the private
and public placement of equity securities and the incurrence of indebtedness. On
September 24, 1999, we completed the initial public offering of 3,575,000 shares
of common stock for gross proceeds of $50.1 million and net proceeds of $44.9
million, after deducting expenses of the offering.

The Company has sustained net losses and negative cash flows from operating
activities since inception. The Company's ability to meet its obligations in the
ordinary course of business is dependent upon its ability to establish
profitable operations or raise additional financing through public or private
equity financing, collaborative or other arrangements with corporate sources, or
other sources of financing to fund operations.

Net cash used by operating activities was approximately $1.3 million for the
three months ended March 31, 2002 compared to net cash provided by operating
activities of approximately $74,000 for the three months ended March 31, 2001.
The increase in cash used in operations was primarily due to a decrease in
accounts payable and accrued liabilities combined with an increase in accounts
receivable.


                                       10
<PAGE>

Net cash used in investing activities was approximately $0 and $755,000 for the
three months ended March 31, 2002 and 2001, respectively. As of March 31, 2001,
our principal capital commitments consisted of obligations outstanding under
capital leases which were paid off during 2002. During 2001 we used $755,000 in
investing activities for capital expenditures, primarily the acquisition of
equipment and the build out of our corporate office. We currently expect that
our principal capital expenditures through 2002 will relate to improvements to
our technical infrastructure.

Net cash used by financing activities was approximately $1 million and $156,000
for the three months ended March 31, 2002 and 2001, respectively. Net cash used
in financing activities in 2002 was primarily attributable to the early payment
of our capital lease obligations off-set by the exercise of employee stock
options. Net cash used in financing activities in 2001 was primarily
attributable to principal payments on capital lease obligations.

We had a financing agreement with a leasing company for the leasing of equipment
in an amount up to $1.0 million in operating and/or capital leases,
collateralized by certain accounts receivable and the equipment purchased
pursuant to the agreement. During 2000, the financing agreement was increased to
$2.0 million in exchange for the Company issuing warrants to purchase 13,345
shares of the Company's common stock. The leases had terms of up to three years
and the interest rates under the leases range from 8 1/2% to 13%. We were
required to make monthly payments of interest and principal under the leases. In
February 2002, the Company entered into an agreement with Leasing Technologies
International, Inc. ("LTI") to purchase substantially all of the equipment under
the capital leases the Company had with LTI. The agreement required that the
Company make a one-time payment of approximately $940,000 to obtain the title to
the equipment under lease. This payment was made during the three months ended
March 31, 2002.

We had a two-year sponsorship agreement with Excite under which Excite agreed to
promote WEBSTAKES.COM through ad banner placements and links to WEBSTAKES.COM
and its promotions on Excite.com., Web Crawler.com and Classified 2000.com. The
Company prepaid Excite $5.6 million during 1999 for this two-year agreement. At
Home Corporation, the parent company of Excite, was a principal stockholder of
the Company. Each quarter, through the second quarter of 2001, we recognized
approximately $683,000 of expense related to this agreement. This agreement
expired in June 2001 and was not renewed.

We had a two-year service agreement with MatchLogic, Inc., a wholly owned
subsidiary of Excite, pursuant to which MatchLogic provided ad serving and
targeting, data processing analysis, enhancement and other services to
Promotions.com. The Company prepaid MatchLogic $13.1 million during 1999 for
this two-year agreement. Each quarter, through the second quarter of 2001, we
recognized approximately $1.5 million of expense related to this agreement. This
agreement expired in June 2001 and was not renewed.

In June 1999, we redeemed all outstanding shares of class A mandatorily
redeemable convertible preferred stock and 1,714,608 shares of common stock for
an aggregate amount of $24.0 million. To finance the redemption and to provide
working capital, we issued shares of new class B mandatorily redeemable
convertible preferred stock to a group of investors, including among others, At
Home Corporation, XL Ventures, a subsidiary of Big Flower Holdings, and
Travelers, for an aggregate purchase price of $40.0 million. Upon completion of
the initial public offering, the class B mandatorily redeemable convertible
preferred stock automatically converted into 6,666,668 shares of common stock.
The class A mandatorily redeemable convertible preferred stock and class B
mandatorily redeemable convertible preferred stock are not to be available for
reissue. The excess of the consideration paid to the holders of the class A
mandatorily redeemable convertible preferred stock over the carrying amount of
the class A mandatorily redeemable convertible preferred stock represents a
deemed dividend or return to the holders of the class A mandatorily redeemable
convertible preferred stock of $8.7 million.

Promotions.com launched Chakkalina.com, the Japanese equivalent to
Webstakes.com, in June 2000. In March 2001, ITX Corporation licensed
Promotions.com's iDialog direct marketing technology and acquired our Japanese
assets for $1.3 million in cash. As part of the licensing agreement, ITX
Corporation will use Promotions.com's iDialog platform to run the Japanese
sweepstakes portal, Chakkalina.com.

During the third quarter of 2001, the company lost its listing with the Nasdaq
National Market for its inability to maintain a minimum bid price of $1.00 as
required by the Marketplace Rule 4310(c)(8)(B). The Company now trades under the
symbol PRMO.OB on the Over the Counter Bulletin Board.


                                       11
<PAGE>

In the fourth quarter of 2001, the Company entered into a settlement agreement
related to its former corporate office at 450 West 33rd Street, New York, NY. As
part of the settlement agreement, the Company surrendered its office space along
with its leasehold improvements and furniture and fixtures in return for a
release from its lease commitment, the return of its $1.6 million security
deposit and the payment of $900,000 owed to the Company for the reimbursement
for expenses to equip, decorate and furnish the leased premises. The Company
moved its corporate offices to 268 West 44th Street, New York NY 10036. The
landlord off-set the back rent owed against the $900,000 reimbursement so the
net amount to the company related to this reimbursement is approximately
$622,000 at December 31, 2001. This amount has been recorded as a receivable at
March 31, 2002. The Company has recorded an approximately $996,000 loss related
to expenses associated with the termination of its lease during the year ended
2001.

Management believes that the Company's current cash resources coupled with its
cost reductions will be sufficient to fund the Company's planned expenditures
through March 31, 2003. Our future liquidity and capital requirements depend on
numerous factors. For example, if our losses from operations continue and or
increase in the near future and we cannot attain profitability our future
capital requirements will be affected, which could result in requiring us to
obtain additional financing to fund operations. There can be no assurances that
the Company will be successful in reducing its expenditures to a necessary
level. If the Company is unable to reduce its expenditures and adequate funds
are not available on acceptable terms, we may be unable to fund our business,
successfully promote our brand name, develop or enhance our services or respond
to competitive pressures. There can be no assurances that any required
additional financing will be available on terms favorable to us, or will be
available at all. Any of these events could have a material adverse effect on
our business, results of operations or financial condition.


                                       12
<PAGE>

RECENT DEVELOPMENT

On April 18, 2002 the exchange offer to acquire Promotions.com stock by iVillage
closed, at which time 11,923,405 shares were tendered. These shares constituted
approximately 82.3% of the outstanding shares of Promotions.com common stock as
of February 15, 2002. In accordance with the terms of the merger agreement,
Promotions.com shareholders received 0.1041 of a share of iVillage common stock
and $0.64 in cash for each share validly tendered in the exchange offer. The
exchange offer was determined based on the average of the closing price of
iVillage common stock on the Nasdaq National Market for the five trading days
ended April 16, 2002, which average was $2.198. All shares of Promotions.com
common stock validly tendered and not properly withdrawn before the expiration
of the Offer have been accepted for exchange and will be exchanged promptly. All
shares represented by notices of guaranteed delivery which were received before
the expiration of the offering period, will be exchanged promptly after the
shares are delivered. The Offer was not conditioned upon any financing
arrangements and iVillage expects to fund the cash portion of the Offer from
working capital.

Pursuant to the merger agreement, on April 19, 2002 Steven Elkes, Scott Levine,
Jane Tollinger and Richard Kolberg were appointed to serve on Promotions.com's
board of directors as representatives of Virgil and Daniel J. Feldman and Dirk
Hall resigned from the Promotions.com board of directors. Accordingly, the
number of directors constituting the Promotions.com board of directors is
currently set at six, of which four were designated by Virgil. Also pursuant to
the merger agreement, on April 19, 2002, Messrs. Elkes and Levine were appointed
to serve on Promotions.com's audit and compensation committees.

Pursuant to the merger agreement, iVillage plans to acquire the remaining
outstanding shares of common stock of Promotions.com through a second-step
merger in which Virgil will be merged with and into Promotions.com and the
remaining holders of common stock of Promotions.com will receive 0.1041 of a
share of iVillage common stock and $0.64 in cash for each share of
Promotions.com common stock, which is the same consideration as received in the
Offer. On April 26, 2002, iVillage filed a proxy statement/prospectus as
Post-Effective Amendment No. 1 to its Registration Statement on Form S-4 (the
"Post-Effective Amendment"), which states that a Promotions.com special
stockholders' meeting will be held on May 24, 2002 to approve the merger of
Virgil with and into Promotions.com. The Post-Effective Amendment was declared
effective by the Commission on May 1, 2002, and proxy materials relating to the
special meeting were mailed to Promotions.com stockholders of record on May 3,
2002. Because iVillage acquired more than a majority of the outstanding
Promotions.com common stock in the exchange offer, iVillage will be able to
approve the merger agreement without the affirmative vote of any other
Promotions.com stockholder.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the FASB issued Statement of Financial Accounting Standard No.
141, "Business Combinations " ("SFAS 141") and Statement of Financial Accounting
Standard No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141
establishes accounting and reporting procedures for business combinations by
requiring that all business combinations be accounted for under the purchase
method. Use of the pooling-of-interests method is no longer permitted. SFAS 141
also provides guidance on purchase accounting related to the recognition of
intangible assets and accounting for negative goodwill. SFAS 141 requires that
the purchase method be used for business combinations initiated after June 30,
2001. SFAS 142 changes the accounting for goodwill from an amortization method
to an impairment-only approach. Upon adoption of SFAS 142, amortization of
goodwill recorded for business combinations consummated prior to July 1, 2001
will cease, and intangible assets acquired prior to July 1, 2001 that do not
meet the criteria for recognition under SFAS 141 will be reclassified to
goodwill. Goodwill will be subject to an annual impairment test, including a
transitional impairment test required upon adoption of SFAS 142, which companies
have six months to complete. The provisions of SFAS 142 will be effective for
fiscal years beginning after December 15, 2001. The Company does not expect the
adoption of this statement to have a significant impact on the Company's results
of operations or financial position.

In August 2001, the FASB issued Statement of Financial Accounting Standard No.
143, "Accounting for Obligations Associated with the Retirement of Long-Lived
Assets" ("SFAS 143"). The objective of SFAS 143 is to provide accounting
guidance for legal obligations associated with the retirement of long-lived
assets. The retirement obligations included within the scope of this project are
those that an entity cannot avoid as a result of either the acquisition,
construction or normal operation of a long-lived asset. Components of larger
systems also fall under this project, as well as tangible long-lived assets with
indeterminable lives. The provisions of SFAS 143 are effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
does not expect the adoption of this statement to have a significant impact on
the Company's results of operations or financial position.

In October 2001, the FASB issued Statement of Financial Accounting Standard No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). The objectives of SFAS 144 are to address significant issues relating to
the implementation of SFAS 121 and to develop a single accounting model, based
on the framework established in SFAS 121, for long-lived assets to be disposed
of by sale, whether previously held and used or newly acquired. The provisions
of SFAS 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001. The Company does not expect the adoption of
this statement to have a significant impact on the Company's results of
operations or financial position.


                                       13
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Currency Rate Fluctuations. Promotions.com's results of operations, financial
position and cash flows are not materially affected by changes in the relative
values of non-U.S. currencies to the U.S. dollar.

Market Risks. Our accounts receivable are subject, in the normal course of
business, to collection risks. We regularly assess these risks and have
established policies and business practices to protect against the adverse
effects of collection risks. As a result, Promotions.com does not anticipate any
material losses in this area.

Interest Rate Risk. Our investments are classified as cash and cash equivalents
with original maturities of three months or less. Therefore, changes in the
market's interest rates do not affect the value of the investments as recorded
by Promotions.com.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(A) Changes in Securities:

On February 11, 2002, in connection with the Company entering into the iVillage
Merger Agreement, the Company and American Stock Transfer & Trust Company (the
Rights Agent)amended the Rights Agreement dated as of June 28, 2001 between the
Company and the Rights Agent (the Rights Agreement)as follows:

      1.    The following sentence was added at the end of the definition of
            Acquiring Person in Section 1(a):

            Notwithstanding anything in this Agreement to the contrary, none of
            iVillage Inc., a Delaware corporation (iVillage), iVillage Merger
            Sub (as defined in the iVillage Merger Agreement (defined below)),
            or any of their Affiliates or Associates, shall be deemed to be an
            Acquiring Person by virtue of the execution of the Agreement and
            Plan of Merger, dated as of February __, 2002 (as the same may be
            amended from time to time, the iVillage Merger Agreement), by and
            among iVillage, iVillage Merger Sub and the Company, the
            Stockholders Agreement, dated as of February 11, 2002 (the
            Stockholders Agreement) or the consummation of the transactions
            contemplated by the iVillage Merger Agreement, including, without
            limitation, the exchange offer by iVillage Merger Sub for all
            outstanding shares of the Company's outstanding common stock (the
            Offer), the merger of iVillage Merger Sub with and into the Company
            (the iVillage Merger), or the acquisition of beneficial ownership of
            Common Shares pursuant to the Stockholders Agreement or the
            announcement of any of the foregoing transactions.

      2.    The following sentence was added at the end of the definition of
            Shares Acquisition Date in Section 1(r):

            Notwithstanding anything in this Agreement to the contrary, a Shares
            Acquisition Date shall not be deemed to have occurred as a result of
            the execution of the iVillage Merger Agreement or the Stockholders
            Agreement or the consummation of the transactions contemplated by
            the iVillage Merger Agreement, including without limitation, the
            Offer, the iVillage


                                       14
<PAGE>

            Merger, the acquisition of beneficial ownership of Common Shares
            pursuant to the Stockholders Agreement, or the announcement of any
            of the foregoing transactions.

      3.    The following sentence was added at the of Section 3(a):

            Notwithstanding anything in this Agreement to the contrary, a
            Distribution Date shall not be deemed to have occurred as a result
            of the execution of the iVillage Merger Agreement or the
            Stockholders Agreement or the consummation of the transactions
            contemplated by the iVillage Merger Agreement, including without
            limitation, the Offer, the iVillage Merger, the acquisition of
            beneficial ownership of Common Shares pursuant to the Stockholders
            Agreement, or the announcement of any of the foregoing transactions.

      4.    The following sentence was added at the end of the definition
            Section 11(a)(ii) Event in Section 11(a)(ii):

            Notwithstanding anything in this Agreement to the contrary, a
            Section 11(a)(ii) Event shall not be deemed to have occurred as a
            result of the execution of the iVillage Merger Agreement or the
            Stockholders Agreement or the consummation of the transactions
            contemplated by the iVillage Merger Agreement, including without
            limitation, the Offer, the iVillage Merger, the acquisition of
            beneficial ownership of Common Shares pursuant to the Stockholders
            Agreement, or the announcement of any of the foregoing transactions.

      5.    The following sentence was added at the end of the definition of
            Section 13 Event in Section 13(a):

            Notwithstanding anything in this Agreement to the contrary, a
            Section 13 Event shall not be deemed to have occurred as the result
            of the execution of the iVillage Merger Agreement or the
            Stockholders Agreement or the consummation of the transactions
            contemplated by the iVillage Merger Agreement, including without
            limitation, the Offer, the iVillage Merger, the acquisition of
            beneficial ownership of Common Shares pursuant to the Stockholders
            Agreement, or the announcement of any of the foregoing transactions.

      6.    The introductory phrase of Section 13(c) of the Rights Agreement was
            modified and amended to read:

            The Corporation shall not consummate any such consolidation, merger,
            sale or transfer (other than the iVillage Merger) unless the
            Principal Party shall have a sufficient number of its authorized
            shares of common stock which have not been issued or reserved for
            issuance to permit the exercise in full of the Rights in accordance
            with this Section 13 and unless prior thereto the Corporation and
            such Principal party shall have executed and delivered to the Rights
            Agent a supplemental agreement providing for the terms set forth in
            paragraphs (a) and (b) of this Section 13 and further providing
            that, as soon as practicable after the date of any consolidation,
            merger, sale or transfer mentioned in paragraph (a) of this Section
            13 (other than the iVillage Merger), the Principal Party at its own
            expense shall:

      7.    The following sentence was added to the end of the definition of
            Triggering Event in Section 1(t):


                                       15
<PAGE>

            Notwithstanding anything in this Agreement to the contrary, a
            Triggering Event shall not be deemed to have occurred as the result
            of the execution of the iVillage Merger Agreement or the
            Stockholders Agreement or the consummation of the transactions
            contemplated by the iVillage Merger Agreement, including without
            limitation, the Offer, the iVillage Merger, the acquisition of
            beneficial ownership of Common Shares pursuant to the Stockholders
            Agreement, or the announcement of any of the foregoing transactions.

      8.    Section 7(a) of the Rights Agreement was modified and amended to
            change the reference to July 8, 2011 to July 8, 2011 or, if earlier,
            immediately prior to the consummation of the iVillage Merger as
            contemplated by the iVillage Merger Agreement.

      9.    Clause (iv) of Section 25(a) of the Rights Agreement was amended to
            read:

            to effect any consolidation or merger into or with any other Person
            (other than the iVillage Merger and other than a Subsidiary of the
            corporation in a transaction which does not violate Section 11(n)
            hereof), or to effect any sale or other transfer (or to permit one
            or more of its Subsidiaries to effect any sale or other transfer) in
            one or more transactions, of 50% or more of the assets or earning
            power of the Corporation and its Subsidiaries (taken as a whole) to
            any other Person or Persons (other than the Corporation and/or any
            of its Subsidiaries in one or more transactions each of which does
            not violate Section 11(n) hereof),

      10.   The following sentence was added to end of Section 30:

            Nothing in this Agreement shall be construed to give any holder of
            Rights (and, prior to the Distribution Date, registered holders of
            the Common Shares) or any other Person any legal or equitable
            rights, remedies, or claims under this Agreement by virtue of the
            execution of the iVillage Merger Agreement or the Stockholders
            Agreement or the consummation of the transactions contemplated by
            the iVillage Merger Agreement, including without limitation, the
            Offer, the iVillage Merger, the acquisition of beneficial ownership
            or the transfer of Common Shares pursuant to the Stockholders
            Agreement, or the announcement of any of the foregoing transactions.

(B) Use of Proceeds:

NONE.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

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

NONE.

ITEM 5. OTHER INFORMATION

NONE


                                       16
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following is a list of exhibits filed as part of this report on Form 10-Q.
Where so indicated by footnote, exhibits that were previously filed are
incorporated by reference. For exhibits incorporated by reference, the location
of the exhibit in the previous is indicated parenthetically except for those
situations where the exhibit number was the same as set forth below.

Exhibit
Number          Description
------          -----------
3.1(1)          - Certificate of Incorporation

3.2(1)          - Certificate of Amendment to the Certificate of
                  Incorporation, dated February 23, 1999

3.3(1)          - Certificate of Amendment to the Certificate of
                  Incorporation, dated January 17, 1999

3.4(1)          - Certificate of Amendment to the Certificate of
                  Incorporation, dated June 11, 1999

3.5(1)          - Amended and Restated Bylaws

3.6(3)          - Amended and Restated Bylaws dated September 29, 1999

3.7(7)          - Certificate of Ownership and Merger dated January 26, 2000

3.8(8)          - Preferred Stock Purchase Rights Agreement

10.1(1)(2)      - Netstakes, Inc. Stock Option Plan

10.2(1)(2)      - 1999 Equity Compensation Plan

10.3(1)         - Master Lease Agreement No.L6731 with Leasing Technologies
                  International, Inc., dated November 19, 1999

10.4(1)         - Master Service Agreement between Registrant and Frontier
                  Global Center, dated February 8, 1999

10.5(1)(2)      - Letter Agreement between Registrant and Steven H. Krein,
                  dated June 11, 1999

10.6(1)(2)      - Letter Agreement between Registrant and Daniel Feldman,
                  dated June 11, 1999

10.7(1)         - Stock Purchase Agreement dated June 11, 1999

10.8(4)         - Master Lease Agreement between Registrant and 450 Westside
                  Partners, LLC, dated January 12, 2000

10.9(6)         - Warrant Agreement between Registrant and Leasing
                  Technologies International, dated June 29, 2000

10.10(5)        - Employee Stock Purchase Plan

10.11(9)        - Agreement and Plan of Merger, dated as of February 11, 2002,
                  by and among iVillage, Virgil Acquisition Corp. and
                  Promotions.com, Inc.

10.12(9)        - Form of Stockholders Agreement between iVillage, Virgil
                  Acquisition Corp. and each of Steven Krein, Daniel Feldman,
                  Dirk Hall and Travelers Insurance, Inc.

10.13(9)        - Form of Stockholders Agreement between iVillage, Virgil
                  Acquisition Corp. and Ian Berg.

10.14(9)        - Amendment No. 1 to Rights Agreement, dated as of February
                  11, 2002, by and between Promotions.com, Inc. and American
                  Stock Transfer & Trust Company, as rights agent.

10.15(10)       - Amendment No. 1 Agreement and Plan of Merger, dated as of
                  March 1, 2002 by among iVillage, Virgil Acquisition Corp. and
                  Promotions.com, Inc.

(1)   Filed as an exhibit to the Registrant's Registration Statement on Form S-1
      (Registration No. 333-80593) filed with the Commission on June 14, 1999,
      amended and incorporated herein by reference.

(2)   Compensatory plans and arrangements for executives and others.


                                       17
<PAGE>

(3)   Filed as an exhibit on Form 10-Q filed on November 15, 1999 and
      incorporated herein by reference.

(4)   Filed as an exhibit on Form 10-K filed on March 30, 2000 and incorporated
      herein by reference.

(5)   Filed as an appendix to DEF Schedule 14A filed on May 11, 2000 and
      incorporated herein by reference.

(6)   Filed as an exhibit on Form 10-Q filed on August 14, 2000 and incorporated
      herein by reference.

(7)   Filed as an exhibit on Form 10-K filed on April 2, 2001 and incorporated
      herein by reference.

(8)   Filed as an exhibit on Form 8-A on June 28, 2001 and incorporated herein
      by reference.

(9)   Filed as an exhibit on Form 8-K on February 12, 2002 and incorporated
      herein by reference.

(10)  Filed as an exhibit on Schedule 14D-9 on March 19, 2002 and incorporated
      herein by reference.

      (b) Reports on Form 8-K

During the three months ended March 31, 2002, Promotions.com filed one report on
Form 8-K.

On February 12, 2002, the company filed a Current Report on Form 8-K containing
disclosure under Item 5 of that form, announcing that the Company that had
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among iVillage Inc. ("iVillage"), Virgil Acquisition Corp., a wholly-owned
direct subsidiary of iVillage ("Merger Sub"), and the Company.


                                       18
<PAGE>

SIGNATURES

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

Date: May 15, 2002                      Promotions.com, Inc.


                                        By: /s/ Lawrence M. Quartaro
                                            ------------------------------------
                                                Lawrence M. Quartaro
                                                Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer and Duly
                                                Authorized Officer)


                                       19