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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q/A
AMENDMENT NO. 1

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2001

or

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

Commission File Number:000-27899

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

DELAWARE(State of Incorporation)

94-3333463(I.R.S. Employer Identification No.)


225 BUSH STREET
SAN FRANCISCO, CALIFORNIA 94104
(415) 375-5000(Address and telephone number of principal executive offices)

Securities
registered pursuant to Section 12(b) of the Act:None

Securities
registered pursuant to Section 12(g) of the Act: Class A Common Stock, $0.0001 Par Value

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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. /x/ Yes  / / No

The
number of shares outstanding of Registrant's Common Stock at April 30, 2001 was 39,038,751 of Class A, par value $0.0001, and 24,550,708 of Class B, par value
$0.0001.

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---

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EXPLANATORY NOTE

This Quarterly Report on Form 10-Q/A ("Form 10-Q/A") is being filed as Amendment No. 1 to the Registrant's Quarterly Report on
Form 10-Q for the three months ended March 31, 2001. This Form 10-Q/A is filed with the Securities and Exchange Commission (the "Commission") solely for the purpose of revising
and restating the following items in their entirety.

2

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NBC INTERNET, INC.    CONDENSED CONSOLIDATED BALANCE SHEETS    (In thousands)    (Unaudited)

|                                                                                                                      |                                                                              | March 31,
2001 |         | December 31,
2000 |  
|--------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | -------------- | ------- | ----------------- | -
|ASSETS                                                                                                                |                                                                              |                |         |                   |  
|Current assets:                                                                                                       |                                                                              |                |         |                   |  
|                                                                                                                      | Cash and cash equivalents                                                    |                | $       | 45,769            |  
|                                                                                                                      | Short-term investments                                                       |                |         | 133,754           |  
|                                                                                                                      | Accounts receivable, net                                                     |                |         | 3,789             |  
|                                                                                                                      | Note receivable from NBC, current portion                                    |                |         | 83,717            |  
|                                                                                                                      | Other current assets                                                         |                |         | 4,952             |  
|                                                                                                                      |                                                                              |                |         |                   |  
|Total current assets                                                                                                  |                                                                              |                | 271,981 |                   |  
|Fixed assets, net                                                                                                     |                                                                              |                | 4,711   |                   |  
|Goodwill and other intangible assets, net                                                                             |                                                                              |                |        |                   |  
|Long-term note receivable from NBC, less current portion                                                              |                                                                              |                | 157,758 |                   |  
|Investment in affiliated companies                                                                                    |                                                                              |                | 12,240  |                   |  
|Long-term investments                                                                                                 |                                                                              |                | 66,421  |                   |  
|Other assets, including restricted cash of $3,134 and $3,494 as of March 31, 2001 and December 31, 2000, respectively |                                                                              |                | 7,384   |                   |  
|                                                                                                                      |                                                                              |                |         |                   |  
|Total assets                                                                                                          |                                                                              | $              | 520,495 |                   | $
|                                                                                                                      |                                                                              |                |         |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                  |                                                                              |                |         |                   |  
|Current liabilities:                                                                                                  |                                                                              |                |         |                   |  
|                                                                                                                      | Accounts payable                                                             |                | $       | 11,729            |  
|                                                                                                                      | Accrued compensation and related expenses                                    |                |         | 8,773             |  
|                                                                                                                      | Other accrued liabilities                                                    |                |         | 16,289            |  
|                                                                                                                      | Deferred revenue                                                             |                |         | 11,275            |  
|                                                                                                                      | Amounts due to related parties, current portion                              |                |         | 14,422            |  
|                                                                                                                      |                                                                              |                |         |                   |  
|Total current liabilities                                                                                             |                                                                              |                | 62,488  |                   |  
|Long-term liabilities:                                                                                                |                                                                              |                |         |                   |  
|                                                                                                                      | Convertible notes payable and related interest due to NBC and its affiliates |                |         | 389,931           |  
|                                                                                                                      | Other long-term liabilities                                                  |                |         | 10,763            |  
|                                                                                                                      |                                                                              |                |         |                   |  
|Total long-term liabilities                                                                                           |                                                                              |                | 400,694 |                   |  
|Stockholders' equity:                                                                                                 |                                                                              |                |         |                   |  
|                                                                                                                      | Class A common stock                                                         |                |         | 1,582,995         |  
|                                                                                                                      | Class B common stock                                                         |                |         | 1,158,336         |  
|                                                                                                                      | Deferred compensation                                                        |                |         | (7,105            | )
|                                                                                                                      | Accumulated deficit                                                          |                |         | (2,678,144        | )
|                                                                                                                      | Accumulated other comprehensive income (loss)                                |                |         | 1,231             |  
|                                                                                                                      |                                                                              |                |         |                   |  
|Total stockholders' equity                                                                                            |                                                                              |                | 57,313  |                   |  
|                                                                                                                      |                                                                              |                |         |                   |  
|Total liabilities and stockholders' equity                                                                            |                                                                              | $              | 520,495 |                   | $
|                                                                                                                      |                                                                              |                |         |                   |  

See
accompanying notes.

3

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NBC INTERNET, INC.    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    (In thousands, except per share amounts)    (Unaudited)

|                                                                                   |                                                       | Three months ended
March 31, |           
|---------------------------------------------------------------------------------- | ----------------------------------------------------- | ---------------------------- | ----------
|
|Net revenue:                                                                       |                                                       |                              |           
|                                                                                   | Advertising                                           |                              | $         
|                                                                                   | E-commerce                                            |                              |           
|                                                                                   |                                                       |                              |           
|Total net revenue                                                                  |                                                       |                              | 15,458    
|Cost of net revenue:                                                               |                                                       |                              |           
|                                                                                   | Cost of advertising                                   |                              |           
|                                                                                   | Cost of e-commerce                                    |                              |           
|                                                                                   |                                                       |                              |           
|Total cost of net revenue                                                          |                                                       |                              | 10,377    
|Gross profit                                                                       |                                                       |                              | 5,081     
|Operating expenses:                                                                |                                                       |                              |           
|                                                                                   | Operations and development                            |                              |           
|                                                                                   | Sales and marketing                                   |                              |           
|                                                                                   | General and administrative                            |                              |           
|                                                                                   | Promotion and advertising provided by NBC             |                              |           
|                                                                                   | Amortization of deferred and other stock compensation |                              |           
|                                                                                   | Amortization of goodwill and other intangible assets  |                              |           
|                                                                                   | Loss on impairment of long-lived assets               |                              |           
|                                                                                   |                                                       |                              |           
|Total operating expenses                                                           |                                                       |                              | 1,715,748 
|                                                                                   |                                                       |                              |           
|Loss from operations                                                               |                                                       |                              | (1,710,667
|Other income (expense):                                                            |                                                       |                              |           
|                                                                                   | Interest income                                       |                              |           
|                                                                                   | Interest expense                                      |                              |           
|                                                                                   | Loss on investments                                   |                              |           
|                                                                                   | Equity in earnings (loss) of affiliated companies     |                              |           
|                                                                                   |                                                       |                              |           
|Net loss before cumulative effect of accounting change                             |                                                       |                              | (1,910,467
|Cumulative effect of accounting change                                             |                                                       |                              | (4,670    
|                                                                                   |                                                       |                              |           
|Net loss                                                                           |                                                       | $                            | (1,915,137
|                                                                                   |                                                       |                              |           
|Net loss per sharebasic and diluted before cumulative effect of accounting change |                                                       | $                            | (30.06    
|Cumulative effect of accounting change                                             |                                                       |                              | (0.07     
|                                                                                   |                                                       |                              |           
|Net loss per sharebasic and diluted                                               |                                                       | $                            | (30.13    
|                                                                                   |                                                       |                              |           
|Number of shares used in per share calculationbasic and diluted                   |                                                       |                              | 63,559    
|                                                                                   |                                                       |                              |           

See
accompanying notes.

4

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NBC INTERNET, INC.    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS    (In thousands)    (Unaudited)

|                                                                    |                                                                             | Three months ended
March 31,                                               |                                          
|------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------------------------------------- | -----------------------------------------
|
|Operating activities:                                               |                                                                             |                                                                            |                                          
|                                                                    | Net loss                                                                    |                                                                            | $                                        
|                                                                    | Adjustments to reconcile net loss to net cash used in operating activities: |                                                                            |                                          
|                                                                    |                                                                             | Receipt of stock in exchange for services provided                         |                                          
|                                                                    |                                                                             | Loss on impairment of long-lived assets                                    |                                          
|                                                                    |                                                                             | Loss on investments                                                        |                                          
|                                                                    |                                                                             | Depreciation and amortization                                              |                                          
|                                                                    |                                                                             | Equity in net loss of affiliated companies                                 |                                          
|                                                                    |                                                                             | Cumulative effect of accounting change                                     |                                          
|                                                                    |                                                                             | Non-cash interest expense related to note payable to NBC                   |                                          
|                                                                    |                                                                             | Changes in operating assets and liabilities, net of business combinations: |                                          
|                                                                    |                                                                             |                                                                            | Accounts receivable                      
|                                                                    |                                                                             |                                                                            | Other current assets                     
|                                                                    |                                                                             |                                                                            | Other assets                             
|                                                                    |                                                                             |                                                                            | Accounts payable                         
|                                                                    |                                                                             |                                                                            | Accrued compensation and related expenses
|                                                                    |                                                                             |                                                                            | Other accrued liabilities                
|                                                                    |                                                                             |                                                                            | Deferred revenue                         
|                                                                    |                                                                             |                                                                            | Other long-term liabilities              
|                                                                    |                                                                             |                                                                            |                                          
|                                                                    | Net cash used in operating activities                                       |                                                                            |                                          
|Investing activities:                                               |                                                                             |                                                                            |                                          
|                                                                    | Purchases of fixed assets                                                   |                                                                            |                                          
|                                                                    | Purchases of short-term and long-term investments                           |                                                                            |                                          
|                                                                    | Maturities of short-term and long-term investments                          |                                                                            |                                          
|                                                                    | Business combinations, net of cash                                          |                                                                            |                                          
|                                                                    |                                                                             |                                                                            |                                          
|                                                                    | Net cash used in investing activities                                       |                                                                            |                                          
|Financing activities:                                               |                                                                             |                                                                            |                                          
|                                                                    | Proceeds from issuance of common stock, net                                 |                                                                            |                                          
|                                                                    | Proceeds from note receivable from NBC                                      |                                                                            |                                          
|                                                                    | Payments of notes payable and capital lease obligations, net                |                                                                            |                                          
|                                                                    |                                                                             |                                                                            |                                          
|                                                                    | Net cash provided by financing activities                                   |                                                                            |                                          
|Effect of foreign currency translation on cash and cash equivalents |                                                                             |                                                                            | 10                                       
|                                                                    |                                                                             |                                                                            |                                          
|Net increase (decrease) in cash and cash equivalents                |                                                                             |                                                                            | (45,676                                  
|Cash and cash equivalents at beginning of period                    |                                                                             |                                                                            | 91,445                                   
|                                                                    |                                                                             |                                                                            |                                          
|Cash and cash equivalents at end of period                          |                                                                             | $                                                                          | 45,769                                   
|                                                                    |                                                                             |                                                                            |                                          

See
accompanying notes.

5

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NBC INTERNET, INC.    SUPPLEMENTAL CASH FLOW INFORMATION    (In thousands)    (Unaudited)

|                          |                        | Three months ended
March 31                                                     
|------------------------- | ---------------------- | --------------------------------------------------------------------------------
|
|Supplemental disclosures: |                        |                                                                                 
|                          | Non-cash transactions: |                                                                                 
|                          |                        | Investments in corporate securities received in connection with media contracts 
|                          |                        |                                                                                 
|                          |                        | Value of shares received upon cashless exercise of warrant                      
|                          |                        |                                                                                 
|                          |                        | Deferred compensation resulting from grant of stock options to Company employees
|                          |                        |                                                                                 
|                          |                        | Issuance of common stock in conjuction with business and technology acquisitions
|                          |                        |                                                                                 
|                          | Cash flow information: |                                                                                 
|                          |                        | Cash paid for interest                                                          
|                          |                        |                                                                                 

See
accompanying notes.

6

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NBC INTERNET, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        (In thousands)        (Unaudited)

1.  The Company and summary of significant accounting policies

The Company

NBC Internet, Inc. ("NBCi" or the "Company") is an integrated Internet media company that combines portal, community, online and on-air
advertising, and e-commerce services designed to deliver a comprehensive, next-generation online experience to a domestic audience under a nationally recognized brand name. The
Company operates in a single operating segment and generates revenue primarily from online, television and radio advertising, and e-commerce services.

Basis of presentation

The accompanying unaudited condensed consolidated 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 Rule 10-01 of Regulation S-X. Accordingly, they do not contain all of
the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of the Company's consolidated financial position as of
March 31, 2001 and December 31, 2000, and the consolidated results of its operations and its cash flows for the three months ended March 31, 2001 and 2000. All significant
inter-company transactions and balances have been eliminated in consolidation.

These
consolidated financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2000, including the notes
thereto, and the other information set forth therein included in the Company's 2000 Annual Report filed on Form 10-K, as amended. Consolidated operating results for the three months
ended March 31, 2001 are not necessarily
indicative of the operating results that may be expected for the year ending December 31, 2001 or other future periods.

Reclassifications

The Company has reclassified certain amounts in prior periods to conform to the current presentation. These reclassifications had no material effect on the
Company's previously reported financial position, results of operations, or cash flows.

Use of estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported consolidated
results of operations during periods presented. Actual results could differ from those estimates.

7

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Goodwill and other intangible assets

Goodwill and other intangible assets result from acquisitions accounted for under the purchase method. Amortization of goodwill and other intangible assets is
provided on the straight-line basis over the respective estimated useful lives of the assets. As of December 31, 2000, goodwill and other intangible assets were being amortized over
periods ranging from 2 to 7 years. In accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" ("FAS 121"), the Company periodically evaluates whether indicators of impairment are present or changes have occurred that would require
revision of the remaining estimated useful life of the assigned intangible assets or render the intangible assets not recoverable. If such circumstances arise, the Company uses an estimate of the
undiscounted value of expected future operating cash flows to determine whether the intangible assets are impaired. During the three months ended March 31, 2001, and in connection with the
announcement that the Company entered into a merger agreement and plan of liquidation with National Broadcasting Company ("NBC") in April 2001 (as described in Note 7), the Company
recorded impairment losses of approximately $1.5 billion. No such losses were recorded during the three months ended March 31, 2000.

Revenue recognition

Advertising revenue.Revenue from the exchange of media and advertising services for equity securities in strategic
partners and customers was $3.9 million and $6.9 million for the three months ended March 31, 2001 and 2000, respectively. In addition, the Company recognized approximately
$762,000 and $722,000 for the three months ended March 31, 2001 and 2000, respectively, in cash revenue from companies in which it has an equity investment.

Barter transactions.Revenue from the exchange of media and advertising services for advertising in other media was
$1.1 million for the three months ended March 31, 2001, of which $381,000 was earned from CNBC.com, and $473,000 for the three months ended March 31, 2000.

Net loss per share

The Company computes net loss per share based on Financial Accounting Standards Board Statement No. 128, "Earnings Per Share" ("FAS 128"). In
accordance with FAS 128, basic net loss per share is calculated as net loss divided by the weighted average number of Class A and Class B common shares outstanding. Since each
share of Class B common stock is convertible into one share of Class A common stock, the total of the weighted average number of common shares for both classes of common stock is
considered in the computation of net loss per share. Diluted net loss per share is computed using the weighted average number of common shares outstanding and dilutive common stock equivalents
outstanding during the period. To date, common equivalent shares from stock options, warrants, and convertible securities (using the treasury stock method) have been excluded from the Company's net
loss per share calculations as their effect would be antidilutive.

Recent accounting pronouncement

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," ("FAS 133").

8

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FAS 133 requires the Company to recognize all derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value at each reporting date. On the date of
adoption, January 1, 2001, the Company recorded a one-time charge of $4.7 million to account for the cumulative effect of an accounting change for certain of our common stock
warrants which qualify as derivatives under FAS 133. The one-time cumulative effect resulted in an increase in the reported basic and diluted net loss per share of $0.07 per share
for the three-month period ended March 31, 2001. As FAS 133 requires that the fair value of the Company's derivatives be remeasured at each reporting date, any fluctuations in the fair
value of the Company's derivative instruments are included in the determination of net income or loss. For the three months ended March 31, 2001, these fluctuations resulted in a loss of
$33,000. As of March 31, 2001, the fair value of these instruments was approximately $1.6 million.

2.  Financial instruments

Short-term and long-term investments included the following securities as of March 31, 2001 and December 31, 2000 (in
thousands):

|            |                                                      | March 31, 2001                                 |  
|----------- | ---------------------------------------------------- | ---------------------------------------------- | -
|
|Short-term: |                                                      |                                                |  
|            | Demand and money market instrument accounts          |                                                | $
|            | Corporate bonds and notes                            |                                                |  
|            | United States government agency bonds                |                                                |  
|            | Foreign debt securities                              |                                                |  
|            | Publicly traded equity securities                    |                                                |  
|            |                                                      |                                                |  
|            |                                                      | Total available-for-sale securities            |  
|            | Less amounts classified as cash and cash equivalents |                                                |  
|            |                                                      |                                                |  
|            |                                                      | Total short-term available-for-sale securities |  
|            |                                                      |                                                |  
|Long-term:  |                                                      |                                                |  
|            | Corporate bonds and notes                            |                                                | $
|            | United States government agency bonds                |                                                |  
|            |                                                      |                                                |  
|            |                                                      | Total long-term available-for-sale securities  |  
|            |                                                      |                                                |  

9

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|            |                                                      | December 31, 2000                              |  
|----------- | ---------------------------------------------------- | ---------------------------------------------- | -
|
|Short-term: |                                                      |                                                |  
|            | Demand and money market instrument accounts          |                                                | $
|            | Corporate bonds and notes                            |                                                |  
|            | United States government agency bonds                |                                                |  
|            | Foreign debt securities                              |                                                |  
|            | Publicly traded equity securities                    |                                                |  
|            |                                                      |                                                |  
|            |                                                      | Total available-for-sale securities            |  
|            | Less amounts classified as cash and cash equivalents |                                                |  
|            |                                                      |                                                |  
|            |                                                      | Total short-term available-for-sale securities |  
|            |                                                      |                                                |  
|Long-term:  |                                                      |                                                |  
|            | Corporate bonds and notes                            |                                                | $
|            | United States government agency bonds                |                                                |  
|            |                                                      |                                                |  
|            |                                                      | Total long-term available-for-sale securities  |  
|            |                                                      |                                                |  

During
the three months ended March 31, 2001, the Company wrote off a portion of its investments due to circumstances indicating that these assets were impaired and that the
decline in value was other than temporary. Subsequently, on April 9, 2001, the Company announced that its Board of Directors had approved an Agreement of Merger and Plan of Liquidation and
Dissolution with NBC. As a result of this announcement, the Company determined that it no longer had the intent to hold the remaining investments and, therefore, wrote down the cost basis of a
majority of the investments remaining based on the Company's best estimate of fair market value. Write-downs of these investments totaled $191.9 million for the three months ended
March 31, 2001. Included in the loss on investments is the write-down of the Company's investments in affiliated companies and CNBC.com of $88.2 million and
$65.4 million, respectively. No such losses were recorded during the three months ended March 31, 2000.

3.  Impairment of long-lived assets

Long-lived assets are comprised principally of fixed assets and goodwill and other intangible assets related to the Company's formation in
November 1999 as well as acquisitions of other companies since that date. The Company determined that certain factors were present that were considered to be indicators of potential impairment
including negative trends in revenue and operating results, continued weakening of the Internet advertising market, recent failures of Internet companies, conservative valuations by prospective merger
candidates and significant devaluation of Internet companies. Furthermore, as discussed in Note 7, the Company decided to enter into a merger agreement and plan of liquidation with NBC and to
scale back operations should the merger and the liquidation not be completed. As a result of all those factors, management concluded the carrying value of the Company's long-lived assets
was impaired. The Company's projections indicated that estimated future cash flows

10

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would be negative and, accordingly, recorded a charge to write off substantially all of its long-lived assets during the three months ended March 31, 2001, as follows (in
thousands):

Goodwill and other intangible assets

$
1,532,562Fixed assets


52,681$
1,585,243


The
Company recorded depreciation and amortization expense of $89.4 million and $73.1 million during the three months ended March 31, 2001 and 2000, respectively.
As a result of the impairment charge, no amortization related to goodwill and other intangible assets will be recorded in future periods.

4.  Comprehensive income (loss)

The components of comprehensive income (loss) are as follows:

Three months ended
March 31,2001

2000Net loss

$
(1,915,137
)
$
(107,106
)Net unrealized gain on investments


1,525


14,971Other, net


170


(41
)Comprehensive loss

$
(1,913,442
)
$
(92,176
)


5.  Related party transactions

Notes payable to NBC

For the three months ended March 31, 2001 and 2000, interest expense recognized related to notes payable to NBC was $3.8 million and
$3.7 million, respectively. As of March 31, 2001, the estimated aggregate fair value of these notes was $231.7 million.

Note receivable from NBC

As of March 31, 2001 and 2000, the principal balance of the note receivable from NBC was $241.5 million and $320.8 million, respectively,
and interest receivable was $1.1 million and $1.4 million, respectively. Interest receivable is included in other current assets in the accompanying balance sheets. For the three months
ended March 31, 2001 and 2000, interest income earned from this note totaled $3.4 million and $4.5 million, respectively. As of March 31, 2001, the estimated fair value of
this note was $239.4 million.

Advertising agreement with NBC

For the three months ended March 31, 2001 and 2000, the Company incurred $18.8 million and $20.1 million, respectively, of promotional
expense related to an agreement with NBC.

11

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6.  Legal proceedings

As of June 11, 2001, 13 complaints have been filed in the Court of Chancery for the State of Delaware, New Castle County on behalf of a purported class
of our stockholders. In addition, as of June 11, 2001, two complaints have been filed in the Superior Court for State of California County of San Francisco and one complaint has been filed in
the New York Supreme Court for the County of New York, each on behalf of a purported class of NBCi stockholders. These complaints name the Company, one or more current or former members of the
Company's board of directors, NBC and/or General Electric Company (as the ultimate parent of NBC) as defendants and allege violations of the fiduciary duties of the Company's board of directors to its
public stockholders in connection with the merger and the liquidation including the value of the merger consideration. The complaints seek, among other things, an injunction of the merger and the
liquidation and unspecified damages. The plaintiffs have made no attempt so far to pursue an immediate injunction through a temporary restraining order. The Company believes these lawsuits are without
merit and intends to contest vigorously the allegations made in the complaints. Based on the information to date, the Company does not believe the ultimate outcome of these matters will have a
material adverse effect on its financial position, results of operations or cash flows.

In
November 2000, NeoPlanet, Inc. filed a complaint against flyswat, Inc., a wholly-owned subsidiary of the Company, in an Arizona state court, alleging breach of
a distribution agreement as well as various other related claims. NeoPlanet claimed damages of approximately $5.0 million. The Company filed a complaint in a California state court against
NeoPlanet for breach of the distribution agreement and interference with prospective economic advantage. The Company is presently negotiating a confidential settlement with NeoPlanet that includes a
payment from us to NeoPlanet. The Company intends to defend and pursue these matters vigorously. Based on information available to date, the Company does not believe the ultimate outcome of this
matter will have a material effect on its financial position or results of operations.

In
July 2000, WebNext S.p.A. sent the Company a demand letter claiming that it had exercised a "put right" with respect to an internet site in Italy in which the Company owns a
majority interest. The demand letter alleged that the value of the put was between $10.0 and $15.0 million. In addition, WebNext threatened to proceed to arbitration if this amount is not paid.
In the Company's response to the demand letter, it denied the allegations for a number of reasons and expressed its view that the put right and the potential value associated with such right are
indeterminable. The Company intends to defend this matter vigorously. The Company recently entered into a settlement and license agreement with WebNext under confidential terms.

In
June 2000, Sentius Corporation filed a suit against flyswat, a wholly-owned subsidiary of the Company, in the Northern District of California federal court, for patent
infringement. Sentius claimed
that flyswat infringed upon its patent for "system and method for linking streams of multimedia for reference material for display." flyswat received a written legal analysis and opinion from outside
patent counsel that its products and services do not infringe Sentius' patent. flyswat filed an answer to this complaint in August 2000. The Company believes that this lawsuit is without merit
and intends to defend this suit vigorously. Based on information available to date, the Company does not believe the ultimate outcome of this matter will have a material effect on its financial
position or results of operations.

12

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Two of the founders of LiquidMarket, Inc., a company acquired by Xoom.com, the Company's predecessor, each left Xoom.com at the time of the Xoom.com/LiquidMarket closing. Some
unvested shares held by these individuals were not repurchased by the Company pursuant to the repurchase option in the applicable employee stock restriction agreement within the appropriate time
period. As a result, each of the two founders is claiming damages of approximately $1.0 million. The Company intends to defend this matter vigorously. Based on information available to date,
the Company does not believe that the ultimate outcome of this matter will have a material effect on its financial position or results of operations.

In
January 1998, Xoom.com became aware that Imageline, Inc. claimed to own the copyright related to specific images that a third party, Sprint Software Pty Ltd,
had licensed to Xoom.com. Some clip art images that Imageline alleged infringed Imageline's copyright were included by Xoom.com in versions of its Web Clip Empire product and licensed by Xoom.com to
third parties, including other software clip publishers. Xoom.com's contracts with such publishers require it to indemnify the publisher if copyrighted material licensed from Xoom.com infringes a
copyright. In August 1998, the Company filed a lawsuit in the United States District Court for the Eastern District of Virginia against Imageline, certain parties affiliated with Imageline, and
Sprint regarding its licensees' alleged infringement of Imageline's copyright in certain clip art that it licensed from Sprint. The lawsuit seeks, among other relief, disclosure of information from
Imageline concerning the alleged copyright infringement, a declaratory judgment concerning the validity and enforceability of Imageline's copyrights and copyright registrations, a declaratory judgment
regarding damages, if any, owed by the Company to Imageline, and indemnification from Sprint for damages, if any, owed by the Company to Imageline. There is no contractual limitation on Sprint's
indemnification. While the Company is seeking indemnification from Sprint for damages, if any, there can be no assurance that Sprint will be able to fulfill the indemnity obligations under its license
agreements with the Company. In September 1998, Imageline filed a counterclaim, which Imageline amended in January 1999, seeking up to $60.0 million in damages. In
March 1999, the parties completed the discovery process and filed separate motions for summary judgment. In April 1999, the Court granted one of the Company's motions for partial summary
judgment and stayed the case to allow Imageline to file all necessary copyright registration applications to cover the clip art images. Currently, trial on Imageline's remaining count of false
advertising is scheduled for April 2001. The Company believes its liability related to this matter ranges from $0 to $10.0 million; however, the Company believes it is unlikely that the
liability will exceed $1.0 million. Accordingly, the Company reserved $1.0 million for this potential liability, the expense of which was included in non-recurring charges
for the year ended December 31, 1997. In April 2001, the Court granted summary judgment in the Company's favor on Imageline's final claim that remained before the Court.

In
February 2000, International Microcomputer Software, Inc., or IMSI, notified the Company that it intended to make a claim for indemnification pursuant to a contract
with Xoom.com in connection with a $2.6 million judgment entered in favor of Imageline against IMSI. The judgment resulted from an arbitration award pertaining to a contract between Imageline
and IMSI. The Company has notified IMSI that it denies any duty to indemnify IMSI in connection with its contractual dispute with Imageline. In March 2001, IMSI, along with another licensee of
Xoom.com's clip art, ArtToday.com, Inc., filed suit against the Company for indemnification of the $2.6 million judgment and related costs in California Superior Court. In
May 2001, the Company filed a demurrer in response to this claim. Additional third parties may ask the Company to indemnify them in connection with

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disputes with Imageline. The Company intends to defend this matter vigorously. Based on information available to date, management does not believe that the ultimate outcome of these matters will have
a material effect on our financial position, results of operations, or cash flows.

From
time to time, the Company receives notices of alleged claims and threats in the ordinary course of business. It is management's belief that these alleged claims and threats will
not have a material effect on its financial position or results of operations. Not withstanding the aforementioned, it is possible that the resolution of a claim or threat may have a material adverse
affect on the Company's financial position, results of operations, or cash flows.

7.  Subsequent events

On April 8, 2001, the Company entered into a Merger Agreement and Plan of Liquidation and Dissolution with NBC pursuant to which all of the holders of
the Company's Class A common stock would receive $2.19 in cash for each share of their Class A common stock. All remaining assets and liabilities of the Company would be distributed to
NBC in a liquidating distribution. Completion of the transactions contemplated by the merger agreement and plan of liquidation is subject to various approvals by the Company's stockholders, including
the approval of holders of a majority of all shares of the Company's Class A common stock, excluding shares with respect to which NBC has the right to vote or direct the vote.

Also
on April 8, 2001, the Class A members of the Board of Directors acknowledged that in the absence of a business combination with NBC or another third party, a
significant scale down of the Company's operations would be advisable. Management is currently developing plans to execute on this contingency and expects to ultimately record charges to operations,
which are not estimable at this time, if such a scale-down becomes necessary.

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PART II. OTHER INFORMATION

Item 1. Legal proceedings

As of June 11, 2001, 13 complaints have been filed in the Court of Chancery for the State of Delaware, New Castle County on behalf of a purported class
of our stockholders. In addition, as of June 11, 2001, two complaints have been filed in the Superior Court for State of California County of San Francisco and one complaint has been filed in
the New York Supreme Court for the County of New York, each on behalf of a purported class of NBCi stockholders. These complaints name the Company, one or more current or former members of the
Company's board of directors, NBC and/or General Electric Company (as the ultimate parent of NBC) as defendants and allege violations of the fiduciary duties of the Company's board of directors to its
public stockholders in connection with the merger and the liquidation including the value of the merger consideration. The complaints seek, among other things, an injunction of the merger and the
liquidation and unspecified damages. The plaintiffs have made no attempt so far to pursue an immediate injunction through a temporary restraining order. The Company believes these lawsuits are without
merit and intends to contest vigorously the allegations made in the complaints. Based on the information to date, the Company does not believe the ultimate outcome of these matters will have a
material adverse effect on its financial position, results of operations or cash flows.

In
November 2000, NeoPlanet, Inc. filed a complaint against flyswat, Inc., our wholly-owned subsidiary, in an Arizona state court, alleging breach of a
distribution agreement as well as various other related claims. NeoPlanet claimed damages of approximately $5.0 million. We filed a complaint in a California state court against NeoPlanet for
breach of the distribution agreement and interference with prospective economic advantage. We are presently negotiating a confidential settlement with NeoPlanet that includes a payment from us to
NeoPlanet. We intend to defend and pursue these matters vigorously. Based on information available to date, we do not believe the ultimate outcome of this matter will have a material effect on its
financial position or results of operations.

In
July 2000, WebNext S.p.A. sent us a demand letter claiming that it had exercised a "put right" with respect to an internet site in Italy in which we own a majority interest.
The demand letter alleged that the value of the put was between $10.0 and $15.0 million. In addition, WebNext threatened to proceed to arbitration if this amount is not paid. In our response to
the demand letter, we denied the allegations for a number of reasons and expressed our view that the put right and the potential value associated with such right are indeterminable. We intend to
defend this matter vigorously. We recently entered into a settlement and license agreement with WebNext under confidential terms.

In
June 2000, Sentius Corporation filed a suit against flyswat, our wholly-owned subsidiary, in the Northern District of California federal court, for patent infringement.
Sentius claimed that flyswat infringed upon its patent for "system and method for linking streams of multimedia for reference material for display." flyswat received a written legal analysis and
opinion from outside patent counsel that its products and services do not infringe Sentius' patent. flyswat filed an answer to this complaint in August 2000. We believe that this lawsuit is
without merit and intend to defend this suit vigorously. Based on information available to date, we do not believe the ultimate outcome of this matter will have a material effect on our financial
position or results of operations.

Two
of the founders of LiquidMarket, Inc., a company acquired by Xoom.com, our predecessor, each left Xoom.com at the time of the Xoom.com/LiquidMarket closing. Some unvested
shares held by these individuals were not repurchased by us pursuant to the repurchase option in the applicable employee stock restriction agreement within the appropriate time period. As a result,
each of the two founders is claiming damages of approximately $1.0 million. We intend to defend this matter vigorously. Based on information available to date, management does not believe that
the ultimate outcome of this matter will have a material effect on our financial position or results of operations.

15

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In January 1998, Xoom.com became aware that Imageline, Inc. claimed to own the copyright related to specific images that a third party, Sprint Software Pty Ltd,
had licensed to Xoom.com. Some clip art images that Imageline alleged infringed Imageline's copyright were included by Xoom.com in versions of its Web Clip Empire product and licensed by Xoom.com to
third parties, including other software clip publishers. Xoom.com's contracts with such publishers require it to indemnify the publisher if copyrighted material licensed from Xoom.com infringes a
copyright. On August 27, 1998, we filed a lawsuit in the United States District Court for the Eastern District of Virginia against Imageline, certain parties affiliated with Imageline, and
Sprint regarding our licensees' alleged infringement of Imageline's copyright in certain clip art that we licensed from Sprint. The lawsuit seeks, among other relief, disclosure of information from
Imageline concerning the alleged copyright infringement, a declaratory judgment concerning the validity and enforceability of Imageline's copyrights and copyright registrations, a declaratory judgment
regarding damages, if any, owed by us to Imageline, and indemnification from Sprint for damages, if any, owed by us to Imageline. There is no contractual limitation on Sprint's indemnification. While
we are seeking indemnification from Sprint for damages, if any, there can be no assurance that Sprint will be able to fulfill the indemnity obligations under its license agreements with us. On
September 17, 1998, Imageline filed a counterclaim, which Imageline amended in January 1999, seeking up to $60.0 million in damages. In March 1999, the parties completed
the discovery process and filed separate motions for summary judgment. On April 5, 1999, the Court granted one of our motions for partial summary judgment and stayed the case to allow Imageline
to file all necessary copyright registration applications to cover the clip art images. Currently, trial on Imageline's remaining count of false advertising is scheduled for April 24, 2001. We
believe our liability related to this matter ranges from $0 to $10.0 million; however, we believe it is unlikely that the liability will exceed $1.0 million. Accordingly, we reserved
$1.0 million for this potential liability, the expense of which was included in non-recurring charges for the year ended December 31, 1997. In April 2001, the Court
granted summary judgment in our favor on Imageline's final claim that remained before the Court.

In
February 2000, International Microcomputer Software, Inc., or IMSI, notified us that it intended to make a claim for indemnification pursuant to a contract with
Xoom.com in connection with a $2.6 million judgment entered in favor of Imageline against IMSI. The judgment resulted from an arbitration award pertaining to a contract between Imageline and
IMSI. We have notified IMSI that we deny any duty to indemnify IMSI in connection with its contractual dispute with Imageline. In March 2001, IMSI, along with another licensee of Xoom.com's
clip art, ArtToday.com, Inc., filed suit against us for indemnification of the $2.6 million judgment and related costs in California Superior Court. In May 2001, we filed a
demurrer in response to this claim. Additional third parties may ask us to indemnify them in connection with disputes with Imageline. We intend to defend this matter vigorously. Based on information
available to date, management does not believe that the ultimate outcome of these matters will have a material effect on our financial position, results of operations, or cash flows.

From
time to time, we receive notices of alleged claims and threats in the ordinary course of business. It is our belief that these alleged claims and threats will not have a material
effect on our financial position or results of operations. Not withstanding the aforementioned, it is possible that the resolution of a claim or threat may have a material adverse affect on our
financial position, results of operations, or cash flows.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused the Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                    |  | NBC INTERNET, INC.
|------------------- |  | ------------------
|Date: June 15, 2001 |  | By:               
|                    |  |                   

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