Mecklermedia Corp – ‘10-K405’ for 12/31/99

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                70    359K 
 2: EX-21       Subsidiaries of the Registrant                         1      4K 
 3: EX-23       Consent of Experts or Counsel                          1      5K 
 4: EX-27       Financial Data Schedule (Pre-XBRL)                     2      9K 

10-K405   —   Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES            
EXCHANGE ACT OF 1934                                                            

For the fiscal year ended December 31, 1999                                     

OR                                                                              

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

For the transition period from ____________ to ____________                     

 Commission file number: 333-76331

INTERNET.COM CORPORATION

(Exact name of Registrant as specified in its charter)

DELAWARE                                       06-1542480 
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)                                                  

23 OLD KINGS HIGHWAY SOUTH                                          
DARIEN, CONNECTICUT                               06820     
(Address of principal executive offices)                  (Zip Code)            

(203) 662-2800
(Registrant's telephone number, including area code)

SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT: NONE                      
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE ACT: COMMON STOCK $.01 PAR     
VALUE                                                                           

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

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]                                                                   

     The aggregate market value of voting common stock held by non-affiliates of
the registrant as of February 23, 2000, based upon the last sale price of such  
common stock on that date as reported by the Nasdaq National Market was         
$1,088,001,120.                                                                 

 The number of shares of the outstanding registrant's Common Stock as of
February 23, 2000, was 25,011,520.                                              

   Information required by Part III of this Form 10-K, to the extent not set
forth herein, is incorporated by reference from the registrant's definitive     
proxy statement for its 2000 annual meeting of stockholders, which will be filed
pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 
days after the end of the fiscal year to which this Form 10-K relates.          

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INTERNET.COM CORPORATION

ANNUAL REPORT ON FORM 10-K

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                                                                                                  PAGE
Part I                                                                                                
                                                                                                      
Item 1.   Business...............................................................................   3 
Item 2.   Properties.............................................................................  21 
Item 3.   Legal Proceedings......................................................................  22 
Item 4.   Submission of Matters to a Vote of Security Holders....................................  22 

Part II                                                                                               
Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters..................  23 
Item 6.   Selected Financial Data................................................................  25 
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations..  26 
7A.       Quantitative and Qualitative Disclosures About Market Risk.............................  33 
Item 8.   Financial Statements...................................................................  34 
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...  64 

Part III                                                                                              
Item 10.  Directors and Executive Officers of the Registrant.....................................  65 
Item 11.  Executive Compensation.................................................................  65 
Item 12.  Security Ownership of Certain Beneficial Owners and Management.........................  65 
Item 13.  Certain Relationships and Related Transactions.........................................  65 

Part IV                                                                                               
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K........................  66 
          Signatures.............................................................................  68 


    "Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: Statements in this Form 10-K regarding internet.com Corporation's      
business which are not historical facts are forward-looking statements that     
involve risks and uncertainties. For a discussion of such risks and             
uncertainties, which could cause actual results to differ from those contained  
in the forward-looking statements, see internet.com's reports filed with the    
Securities and Exchange Commission pursuant to the Securities Act of 1933 and   
the Securities Act of 1934. The forward-looking statements included herein are  
made as of the date of this Form 10-K, and internet.com assumes no obligation to
update the forward-looking statements after the date hereof.                    

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PART I                                                                          

ITEM 1. BUSINESS                                                                

INTRODUCTION                                                                    

 internet.com owns and operates a network of 100 Web sites and related
Internet media properties, as of February 23, 2000, focused solely on the       
Internet industry. In addition to our 100 Web sites, our network includes 150   
e-mail newsletters, which are periodical publications delivered by electronic   
mail; 117 online discussion forums, which are electronic message centers where  
members of specific interest groups review messages left by others and leave    
their own messages; and 78 moderated e-mail discussion lists, which are similar 
to online discussion forums, except that members' messages are transmitted and  
received by e-mail broadcast. Our network is organized into 12 subject areas, or
vertical content channels. These vertical content channels serve our Internet   
users, which include Internet industry and Internet technology professionals,   
Web developers and experienced Internet users. We provide our audience, or      
community of Internet users, with the following resources:                      

o real-time Internet industry news        o archives of definitive industry     
                    publications

o tutorials, training and skills          o discussion forums                   
development                                                                 

o Internet market research                o software downloads                  

o buyer's guides and products reviews     o expert advice                       

   We also provide advertisers and vendors with a means through which they
can reach our community of Internet industry and Internet technology            
professionals, many of whom either make or influence Internet technology        
purchasing decisions. We have had over 1,100 advertisers on our network. For the
year ended December 31, 1999, our 10 largest advertisers based on revenues      
during the year were:                                                           

Compaq Computer Corporation                             Lucent Technologies Inc.
EarthLink Network, Inc.                                 Microsoft Corporation   
GoTo.com, Inc.                                          Moai Technologies, Inc. 
Hewlett-Packard Company                                 Net2Phone, Inc.         
International Business Machines Corporation             Sun Microsystems, Inc.  

We have rapidly built a network of Internet media properties through
internal development and acquisitions. We have experience identifying,          
evaluating, acquiring and integrating Internet media properties, which are      
complementary to our content offerings and services. From July 1995 through     
February 23, 2000, we have made 50 acquisitions of Internet media properties,   
consisting of 64 Web sites, 45 e-mail newsletters, 77 online discussion forums  
and 63 moderated e-mail discussion lists. Our size and recent growth are        
illustrated by the following statistics for the months of January 1999 and 2000:

                                                                [Download Table]


                                    JANUARY      JANUARY    
                                     1999          2000     

                                                            
Web site page views                  28,600,000  112,000,000
Unique Web site visitors              1,700,000    2,200,000
E-mail newsletters distributed        2,300,000   21,000,000
E-mail newsletter subscribers           300,000    2,300,000
E-mail discussion list postings       6,100,000   38,100,000
E-mail discussion list subscribers       18,000       86,000


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     Our objective is to maintain and strengthen our position as a provider of
business information focused solely on the Internet industry. We intend to      
achieve this objective by continuing to execute the following strategies:       

 o        increase our proprietary content offerings and services;

o        grow through targeted acquisitions;                    

o        enhance worldwide brand recognition;                   

o        expand revenue opportunities; and                      

o        increase our international presence.                   

      Prior to the acquisition of Mecklermedia Corporation by Penton Media, Inc.
in November 1998, we operated since December 1994 as one of three divisions,    
which comprised Mecklermedia. We have a limited operating history. Our          
predecessor Web sites, MECKLERWEB.COM and IWORLD.COM, were also dedicated to    
covering the Internet industry. In connection with this acquisition, Penton     
Media determined that Mecklermedia's Internet business was not consistent with  
its planned strategic direction. To address this issue, Alan M. Meckler,        
Mecklermedia's Chairman and Chief Executive Officer, purchased an 80.1% interest
in internet.com LLC, a business formed by Penton Media to hold the Internet     
business acquired from Mecklermedia. As of February 23, 2000, Mr. Meckler       
beneficially owned approximately 51.7% of our outstanding common stock.         

      internet.com Corporation was incorporated on April 5, 1999 in the State of
Delaware. internet.com LLC was merged with and into internet.com Corporation    
upon consummation of our initial public offering in June 1999. Our principal    
executive offices are located at 23 Old Kings Highway South, Darien, Connecticut
06820 and our telephone number is (203) 662-2800.                               

INDUSTRY BACKGROUND                                                             

   The Internet has emerged as a global distribution network for real-time
news and information, an environment for online communities and a market place  
in which commerce is conducted. IDC estimates that the number of Internet users 
will grow from 159 million in 1998 to 509 million in 2003 and estimates that the
number of Uniform Resource Locators, or URLs, will grow from approximately 925  
million in 1998 to 13.1 billion in 2003. To best exploit the rapid growth of the
Internet, businesses must stay abreast of Internet-related technologies and     
products as well as develop and maintain the skills necessary to utilize these  
technologies and products. A broader set of executive management and business   
professionals are increasingly participating in Internet technology             
implementation decisions with information technology professionals. As a result,
Internet-related topics need to be addressed from a variety of business as well 
as technology perspectives to effectively communicate the value of deploying and
integrating Internet technologies.                                              

      The increasing use of the Internet is dramatically affecting the operating
methods of profit and not-for-profit businesses and other organizations. These  
businesses and organizations are dedicating an increasing amount of personnel   
and financial resources to integrating and effectively using the Internet to    
expand and enhance their operations. As a result, these businesses and          
organizations have a rapidly growing need for personnel with specialized skills 
and knowledge in Internet technologies that can effectively build and manage    
their Internet infrastructures.                                                 

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THE INTERNET.COM SOLUTION                                                       

     We provide our community of Internet users with a wide variety of content
offerings and services to aid them in their daily work and purchasing decisions.
Our solution addresses the needs of three constituencies Internet users,        
advertisers and vendors.                                                        

BENEFITS FOR OUR COMMUNITY OF INTERNET USERS                                    

    CONTENT. Our network of Web sites, e-mail newsletters, online discussion
forums and moderated e-mail discussion lists provides Internet news and         
information, which is updated on a daily basis. This Internet news and          
information helps our community of Internet users to enhance their job          
performance by providing them with up-to-date information and resources about   
the Internet industry. Our network consists of proprietary content as well as   
services for the Internet industry, including:                                  

o        news;                                                  

o        analysis;                                              

o        tutorials, training and skills development;            

     o        market information about emerging products and technologies;

o        buyers' guides and product reviews;                    

o        Internet market research; and                          

o        expert advice.                                         

    Unlike traditional media, our network provides our community of Internet
users with real-time Internet news and information. These users can easily      
search our network by using a host of search and navigation tools.              

      COMMUNITY. Our network of Web sites, e-mail newsletters, online discussion
forums and moderated e-mail discussion lists provides our community of Internet 
users the ability to discuss and solve technical problems and share information.
We provide means by which users can contribute materials and communicate with   
each other. Users submit and share software code and development tools that are 
then published and archived on our network. We believe that creating a sense of 
community through these services fosters loyalty and affinity among our         
community of Internet users and increases the amount of time they spend using   
our services. These services include:                                           

o        ONLINE DISCUSSION FORUMS. We offer 117 online discussion forums,       
       categorized by vertical content areas for the Internet industry, that
       enable users to share information and resources in order to help each
    other solve technical problems. We archive these online discussion
       forums, creating an online knowledge repository for future reference.

o        MODERATED E-MAIL DISCUSSION LISTS. We offer 78 moderated e-mail        
         discussion lists and have over 86,000 subscribers to these lists, which
        are categorized by subject, or vertical content areas for the Internet
        industry. These forums, which enable subscribers to conveniently share
       information and resources and solve technical problems, are moderated
by skilled internet.com personnel.                            

o        QUESTION AND ANSWER SERVICES. We offer question and answer services    
         that enable users to submit technical questions related to the Internet
       industry and our content offerings and services. Answers from skilled
    internet.com personnel are published online in searchable formats.

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o        TECHNICAL JOB LISTINGS. Through SILICONALLEYJOBS.COM, WDVLJOBS.COM,    
         SWYNKJOBS.COM, BHSJOBS.COM and through an agreement with CareerBuilder,
        Inc. for JOBS.INTERNET.COM, we provide our community of Internet users
        with access to Internet industry and Internet technology job openings.
These Web sites can be searched by job type, salary range and 
geographic location.                                          

   COMMERCE. Our network of Web sites, e-mail newsletters, online discussion
forums and moderated e-mail discussion lists provides our community of Internet 
users the ability to evaluate, compare and purchase Internet-related products   
and services provided by e-commerce vendors. We receive either fixed fees for   
advertising, bounties for new customers or revenue sharing of 10% to 50% of the 
sales made by the e-commerce vendors as a result of links from our network, or  
in some cases combinations of advertising, bounties and revenue sharing. Through
LINUXCENTRAL.COM we sell hardware, software and other products geared for the   
Linux and Open Source community. Through SILICONALLEYJOBS.COM, WDVLJOBS.COM,    
SWYNKJOBS.COM and BHSJOBS.COM, we offer paid job listings that can be searched  
by job type, salary range and geographic location. These commerce offerings     
provide our users with access to the following goods and services, among others:

o        software and hardware;                                 

o        technical books and training materials;                

o        Internet research reports;                             

o        employment classifieds;                                

o        opt-in e-mail list brokerage;                          

o        online press release distribution;                     

o        online banking and credit card registration services;  

o        online travel services; and                            

o        online scheduling.                                     

BENEFITS FOR ADVERTISERS AND VENDORS                                            

We provide advertisers and vendors with targeted channels to reach our
highly focused community of Internet users, 85% of whom either make or influence
purchasing decisions, according to a survey we commissioned from FollowUp.net,  
LLC. We believe that our Internet users represent a large and targeted online   
community of Internet industry and Internet technology professionals, Web       
developers and experienced Internet users. We believe our advertisers and       
vendors can enhance the effectiveness of their advertising by customizing       
advertisements and placing them on targeted channels and pages on our network.  
We also provide vendors with a much needed distribution channel and the ability 
to focus their marketing efforts cost effectively.                              

     Our Web sites, e-mail newsletters, online discussion forums and moderated
e-mail discussion lists attract a focused community of business and professional
Internet users, as compared to more broadly focused Web sites. According to a   
survey we commissioned from FollowUp.net, LLC, which was conducted from August  
1999 through February 2000, some key demographics of our community of Internet  
users include:                                                                  

     o   85% are involved in purchasing Internet products and services for
        their companies and organizations, including hardware, software,
networking and Internet access;                         

o   72% purchased products online within the past six months;   

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      o   58% have Internet technology or information technology job titles;
another 33% are in corporate management;                

       o   the average household income of the group exceeds $69,000 annually;

o   60% are in the desirable 25-44 age group; and               

o   60% have at least one college degree.                       

OUR BUSINESS STRATEGY                                                           

   Our objective is to maintain and strengthen our position as a provider of
business information focused solely on the Internet industry. We intend to      
achieve this objective by continuing to execute the following key strategies:   

     INCREASE OUR PROPRIETARY CONTENT OFFERINGS AND SERVICES. We will strengthen
our existing content offerings and services by continuing to improve our        
proprietary content available for our community of Internet users. Our editorial
team, comprised of 74 employees and over 100 freelance contributors as of       
January 31, 2000, creates proprietary content for our network on a daily basis. 
We will continue to identify emerging topics of interest and then create and    
aggregate content for those topics through internal development and acquisitions
of additional Web sites, e-mail newsletters, online discussion forums and       
moderated e-mail discussion lists.                                              

 GROW THROUGH TARGETED ACQUISITIONS. From July 1995 through February 23,
2000, we have made 50 acquisitions, which included 64 Web sites, 45 e-mail      
newsletters, 77 online discussion forums and 63 moderated e-mail discussion     
lists. We expect to continue to pursue strategic acquisitions to strengthen our 
content offerings and services. We may also acquire Internet media properties to
obtain valuable brands, expertise or access to new users, advertisers and       
vendors. We believe that by acquiring Internet media properties, we can         
integrate them into our network and improve their traffic and revenue results.  
In addition, we believe that acquiring Web sites, e-mail newsletters, online    
discussion forums and moderated e-mail discussion lists generally has increased 
the overall traffic on our existing network. We intend to use our experience    
gained from our numerous acquisitions in order to identify, evaluate, acquire   
and integrate Web sites, e-mail newsletters, online discussion forums and       
moderated e-mail discussion lists which are complementary to our network.       

ENHANCE WORLDWIDE BRAND RECOGNITION. We will continue to expand the   
combination of online and offline advertising and promotional campaigns to      
enhance the brand recognition of internet.com. We intend to continue to promote 
the internet.com brand as a leading source of online content focused solely on  
the Internet industry. In addition, we will continue to promote our branded     
Internet services, such as Web Developer and The Electronic Commerce Guide,     
under the internet.com network through online and offline advertising and other 
promotional activities. We also provide access to limited versions of our       
editorial content to others at no charge to promote our brands and generate     
traffic. Our marketing and branding campaigns are designed to increase overall  
brand awareness. This increased brand awareness will help drive additional      
traffic to our network and create additional advertising impressions, which in  
turn will create additional advertising and e-commerce revenue opportunities. As
a result, this growth in user traffic should make our network more valuable to  
advertisers and vendors. Our marketing and branding campaigns will reinforce to 
users, advertisers and vendors that the internet.com brand represents technical 
competence, comprehensiveness, timeliness and objectivity.                      

    EXPAND REVENUE OPPORTUNITIES. For the year ended December 31, 1999, 79% of
our revenues were derived from banner advertising. A significant majority of our
advertising revenues for the year ended December 31, 1999 were derived from     
technology companies. We believe that the increase in the number of advertising 
impressions available for sale resulting from the growth of subscribers to our  
e-mail newsletters and moderated e-mail discussion lists will increase          
advertising revenues in the future.                                             

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We are continuing to develop additional revenue sources, including e-commerce   
agreements and offerings; seminars; paid subscription services; permission based
opt-in e-mail list rentals; content, brand and software licensing; online press 
release distribution services; and venture fund management fees. See "Revenue   
Opportunities."                                                                 

   INCREASE OUR INTERNATIONAL PRESENCE. The Internet is also rapidly growing
internationally and we intend to utilize our experience to continue to develop  
and acquire Web sites, e-mail newsletters, online discussion forums and         
moderated e-mail discussion lists with an international focus in order to expand
our global presence. We have launched internet.com country and regional Web     
sites for Asia, Australia, Canada, France, Germany, Israel, Japan, South Africa 
and the United Kingdom. These regional editions are produced by our employees   
and freelance contributors in the geographic areas they serve and provide daily 
Internet news from the country or region in either English or the primary       
language. We also have licensed the internet.com brand and content for          
non-English language editions in certain other Middle Eastern countries and     
China. We have signed an agreement with VNU International, a division of        
Netherlands-based publishing and information company VNU, to jointly operate    
local internet.com branded Web sites in the United Kingdom, Scandinavia, Spain, 
France, Belgium, Germany, The Netherlands and Italy. We are aggressively seeking
opportunities in other countries and regions to produce additional non-English  
language editions. We intend to continue to develop and acquire English and     
non-English language Internet media properties to increase our global presence. 

REVENUE OPPORTUNITIES                                                           

  ADVERTISING. For the year ended December 31, 1999, 79% of our revenues
were derived from advertising, of which 82% of these advertising revenues were  
generated from advertising on our Web sites and online discussion forums. With  
the growth in subscribers to our e-mail newsletters and moderated e-mail        
discussion lists, these media properties are also expected to contribute to     
increased advertising revenues in the future.                                   

 E-COMMERCE AGREEMENTS AND OFFERINGS. We have entered into a number of
e-commerce agreements, which generally include either a fixed fee for           
advertising, a bounty for new customer accounts or revenue sharing of 10% to 50%
of the sales made by the e-commerce vendor as a result of links from our        
network, or in some cases combinations of advertising, bounties and revenue     
sharing. Through ALLNETRESEARCH.COM, we sell paid research reports offered by   
over 45 third party publishers. E-commerce agreements typically are a minimum of
six months in duration. As of December 31, 1999, our 10 largest e-commerce      
vendors were:                                                                   

CareerBuilder, Inc.                                Netzip, Inc.                 
Digital River, Inc.                                ON24, Inc.                   
Domain Bank, Inc.                                  Qwest Communications, Inc.   
FatBrain.com, Inc.                                 Screaming Media.com, Inc.    
MapQuest.com, Inc.                                 Work Exchange.com, Inc.      

 We also provide our user community with various e-commerce offerings.
Through LINUXCENTRAL.COM, we sell hardware, software and other products geared  
for the Linux and Open Source community. Through SILICONALLEYJOBS.COM,          
WDVLJOBS.COM, SWYNKJOBS.COM and BHSJOBS.COM, we offer paid job listings that can
be searched by job type, salary range and geographic location. We plan on       
offering additional category-specific paid job sites in the future.             

    During the year ended December 31, 1999, 7% of our revenues were derived
from e-commerce agreements and offerings. As of December 31, 1999, four of our  
e-commerce agreements provided for fixed fees, one of our e-commerce agreements 
provided for customer bounties, 45 of our e-commerce agreements provided for    
revenue sharing, and 19 of our e-commerce agreements provided for a combination 
of advertising, bounties and revenue sharing.                                   

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    SEMINARS. We offer offline seminars focused on several Internet-specific
topics, which are of interest to our community of Internet users. We are able to
efficiently promote these seminars through our network. We generate revenues    
from attendee registrations, as well as from advertiser and vendor sponsorships.
For the year ended December 31, 1999, 5% of our revenues were derived from      
seminars.                                                                       

  PAID SUBSCRIPTION SERVICES. We offer paid subscription e-mail services
for certain of our content areas that attract audiences with specialized        
interests. For the year ended December 31, 1999, 4% of our revenues were derived
from paid subscription services.                                                

     PERMISSION BASED OPT-IN E-MAIL LIST RENTALS. Through a third-party agent,
we currently offer for rental our permission based opt-in e-mail list names     
relating to over 80 Internet-specific topics. Members of our community of       
Internet users volunteer, or "opt in," to be included on these lists to receive 
e-mail product offerings and information relevant to their Internet interests.  
Subscribers to these permission based opt-in e-mail lists receive e-mail        
announcements of special offers relating to each topic subscribed. We generate  
revenues on a per use basis for the rental of our list names. For the year ended
December 31, 1999, 3% of our revenues were derived from permission based opt-in 
e-mail list rentals.                                                            

      LICENSING AGREEMENTS. We license our editorial content and brands to third
parties for fixed fees and royalties based on the licensee's revenues generated 
by the licensed content. We also provide access to limited versions of our      
editorial content to others at no charge, to promote our brands and generate    
traffic. We have paid licensing arrangements with America Online, Inc.,         
Ziff-Davis Inc., MBNA America Bank, N.A., T4S Group, Random House Inc. and      
Reprint Services, a division of Print Craft, Inc. We also license our editorial 
content and brands in exchange for promotional consideration to other Web sites,
including YAHOO!, Inc., CNET, Inc., Reuters NewMedia Inc., Web TV Networks, Inc.
and PC Financial Network, Inc.                                                  

      We license selected portions of our editorial content to print publishers.
We have entered into an agreement with the Los Angeles Times Syndicate          
International to license our editorial content to print periodicals. We also    
license one-time rights to reprint individual articles, online or in print, to  
third parties through licensing of reprints and copyright permission requests.  
We licensed our ISDEX, The Internet Stock Index, to the Kansas City Board of    
Trade for futures and futures options contracts which trade on this exchange. We
also licensed our ISDEX to Investec Guinness Flight Global Asset Management     
Limited for use in connection with a mutual fund. In addition, we offer our     
proprietary software for license to third parties that offer services that are  
similar to, but do not compete with, internet.com. For example, our NewsLinx    
software provides a highly efficient and cost-effective means by which Internet 
content publishers can abstract and aggregate news and information for any      
vertical subject area. For the year ended December 31, 1999, 1% of our revenues 
were derived from licensing agreements.                                         

ONLINE PRESS RELEASE DISTRIBUTION SERVICES. Through                 
INTERNETNEWSBUREAU.COM, which we acquired on October 13, 1999, we provide paid  
e-mail based press release distribution services. These press releases are      
e-mailed to over 4,000 registered journalists. To date, we have generated       
minimal revenues from these services.                                           

      VENTURE FUND MANAGEMENT FEES. We are the portfolio manager of internet.com
Venture Fund I LLC, a $5.0 million venture fund formed in April 1999, and       
internet.com Venture Fund II LLC, a $15.0 million venture fund formed in        
November 1999, both of which invest in early-stage content-based Internet       
properties that are not competitive with internet.com. We earn management fees  
for the day-to-day operation and general management of the funds. We are also   
entitled to 20% of the realized gains on investments made by these funds. We    
invested $700,000 in the initial fund, which is now fully invested, and         
committed $1.5 million in the second fund, of which $1.1 million has been       
invested as of December 31, 1999. The remaining $4.3 million in the initial fund
and $13.5 million in the second fund were invested by third party investors. To 
date, we have generated minimal revenues from the management of these funds.    

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CONTENT OFFERINGS AND SERVICES                                                  

 We offer a broad range of content offerings and services to serve the
needs of our community of Internet users for content, community and commerce, as
well as the needs of advertisers and vendors in targeting our community of      
Internet users. Our network is organized into the following 12 vertical content 
categories, or channels:                                                        

o        INTERNETNEWS CHANNEL - Provides real-time coverage of Internet industry
      news events from around the world. Our staff of over 25 analysts and
         journalists file approximately 30 original items daily in the following
        vertical Internet news categories: business, finance, Internet service
       provider, or ISP, Web developer, E-commerce, Internet advertising and
        Internet stocks. We enhance our original coverage of Internet industry
         news events through agreements with Reuters NewMedia Inc. and USA TODAY
to carry selected Internet news items.                        

o        INTERNET TECHNOLOGY CHANNEL - Provides access to Internet news,        
    analyses, tutorials, reviews and resource guides to help our users
        integrate evolving Internet technologies. Internet media properties in
        the Internet Technology Channel cover many topics, including corporate
        intranet implementation, Web servers and Internet technology products.

o        WEB DEVELOPER CHANNEL - Provides our users who are responsible for     
        building and maintaining Web sites with communication services and the
    latest information and trends for Web site development. We provide
         tutorials, applets and script downloads and online resource directories
         to Web developers. In addition, we provide community-building resources
  through online discussion forums, frequently asked questions and
moderated e-mail discussion lists.                            

o        ECOMMERCE/MARKETING CHANNEL - Provides Internet marketers and          
      e-commerce professionals with information resources, market research
         and sales and marketing techniques. This channel includes tutorials for
     gaining better placement in search engines, summaries of the latest
         Internet market research and information about Internet advertising and
promotion.                                                    

o        INTERNET RESOURCES CHANNEL - Provides access to Internet job listings, 
     an online dictionary of Internet and technology terms, subscription
         services to our e-mail newsletters, information about Internet industry
  events including Internet World and ISPCON trade shows and other
Internet resources.                                           

o        ISP RESOURCES CHANNEL - Provides information for professionals in the  
         ISP and Competitive Local Exchange Carrier (CLEC) industries, including
        the online edition of BOARDWATCH magazine, ISP-Planet, CLEC-Planet and
         ISP-Lists, a collection of 47 e-mail discussion lists used by more than
    59,000 professionals in the ISP industry to communicate with their
colleagues.                                                   

o        INTERNET STOCKS/VC CHANNEL - Provides stock and financial news,        
 information and analysis about Internet companies. This channel
      includes the Internet Stock Report, which includes daily analysis of
       Internet stocks; ISDEX, The Internet Stock Index, a proprietary index
       of 50 publicly traded Internet stocks; InternetStockList, a directory
  of publicly traded Internet companies; IPO Watch, a directory of
 Internet companies which have filed to go public; and IPODEX, a
  directory of Internet companies which have recently gone public.

o        INTERNATIONAL CHANNEL - Provides Internet news and information for     
   specific countries or regions, including Asia, Australia, Canada,
     China, France, Germany, Israel, Japan, certain other Middle Eastern
countries, South Africa and the United Kingdom.               

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o        DOWNLOAD CHANNEL - Helps experienced Internet users evaluate and       
      retrieve freeware and shareware software in a variety of categories,
 including business, developer, utilities, multimedia and games.

o        LINUX/OPEN SOURCE CHANNEL - Provides news, tutorials, information      
resources and e-commerce services for technology professionals
     implementing and maintaining Linux and/or open source technologies.

o        INTERNET LISTS CHANNEL - A collection of Web-based directories that    
       allow users to find and evaluate ISPs, Web design firms, trade shows,
online casinos and online radio stations.                     

o        WINDOWS INTERNET TECHNOLOGY CHANNEL - Provides news, tutorials, and    
     information resources for technology professionals implementing and
maintaining Internet and intranet applications using Microsoft
  Corporation technologies, including Active Server Pages and Back
Office.                                                       

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INTERNET.COM WEB SITES AND RELATED INTERNET MEDIA PROPERTIES                    

   In addition to our 100 Web sites, the Internet media properties presented
on these channels include 150 e-mail newsletters, 117 online discussion forums  
and 78 moderated e-mail discussion lists. Our network of Internet media         
properties consists of the following:                                           

                                                        [Enlarge/Download Table]


                                                                                                                 ACQUIRED, 
                                                                                 E-MAIL     ONLINE     E-MAIL   INTERNALLY 
         INTERNET                                                         WEB    NEWS-    DISCUSSION DISCUSSION  DEVELOPED 
      MEDIA PROPERTY                          DESCRIPTION                 SITE   LETTER     FORUMS     LISTS    OR LICENSED
INTERNETNEWS CHANNEL                                                                                                       
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
                                                                                                                           
internetnews                    Real-time, global coverage of Internet     o        o                          Internally  
WWW.INTERNETNEWS.COM            industry news and analysis reported by                                          developed  
                                our staff covering business, finance,                                                      
                                ISP, Web development, e-commerce,                                                          
                                advertising, stocks and international                                                      
                                news                                                                                       
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
NewsLinx                        Provides continuous updates of             o        o                           Acquired   
WWW.NEWSLINX.COM                Internet news headlines with links to                                             11/98    
                                the related articles from leading news                                                     
                                Web sites                                                                                  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
atnewyork                       Provides news and analysis for the New     o        o         o                 Acquired   
WWW.ATNEWYORK.COM               York City Internet industry                                                       4/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Boston.internet.com             Provides news and analysis for the         o                                   Internally  
WWW.BOSTON.INTERNET.COM         Boston Internet industry                                                        developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
DC.internet.com                 Provides news and analysis for the         o                                   Internally  
WWW.DC.INTERNET.COM             Washington, DC Internet industry                                                developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
internetnews radio              Daily audio Internet news broadcast        o                                   Internally  
WWW.INTERNETNEWSRADIO.COM                                                                                       developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
INTERNET TECHNOLOGY CHANNEL                                                                                                
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ServerWatch                     Reviews of Web server hardware and         o        o                           Acquired   
WWW.SERVERWATCH.COM             software                                                                          7/96     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetProductWatch            Searchable directory of commercial         o        o                           Acquired   
WWW.INTERNETPRODUCTWATCH.COM    Internet product listings                                                         1/96     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
AllNet Devices                  News and reviews of devices that           o        o                          Internally  
WWW.ALLNETDEVICES.COM           perform specialized Internet and                                                developed  
                                intranet tasks                                                                             
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
BotSpot                         Directory of information and resources     o        o                           Acquired   
WWW.BOTSPOT.COM                 about automated Internet data retrieval                                           1/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
WebServer Compare               Directory of Web servers listing           o                                    Acquired   
WWW.WEBSERVERCOMPARE.COM        technical specifications                                                          7/96     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Intranet Design Magazine        Tutorials and product reviews for          o        o         o                 Acquired   
WWW.INTRANETDESIGNMAGAZINE.CO   intranet managers                                                                 9/98     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
SQLCourse                       Online tutorial teaching the basics of     o                                    Acquired   
WWW.SQLCOURSE.COM               Structured Query Language, a method of                                            9/99     
                                retrieving information from databases                                                      
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
SQLWire                         News site for SQL professionals,           o        o                           Acquired   
WWW.SQLWIRE.COM                 featuring links to news stories about                                             10/99    
                                Structured Query Language and related                                                      
                                topics                                                                                     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
SolarisGuide                    Information resource for Sun Solaris       o                                    Acquired   
WWW.SOLARISGUIDE.COM            administrators and software developers                                            10/99    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
CEWire                          News site featuring links to press         o        o                           Acquired   
WWW.CEWIRE.COM                  reports about Microsoft's Windows CE                                              10/99    
                                operating system                                                                           
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Internet Technology Forums      Discussion forums about Internet                              o                Internally  
FORUMS.INTERNET.COM             technology topics                                                               developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Internet World                  Archives of Internet World magazine        o        o                           Licensed   
WWW.IW.COM                                                                                                                 
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Hardware Central                Comprehensive hardware information         o        o         o                 Acquired   
WWW.HARDWARECENTRAL.COM         including advice on optimization and                                              5/99     
                                troubleshooting                                                                            
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
BrowserWatch                    News and information for technical         o                  o                 Acquired   
WWW.BROWSERWATCH.COM            professionals about Web browsers                                                  5/96     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
SharkyExtreme                   Resource for the latest hardware and       o                                    Acquired   
WWW.SHARKYEXTREME.COM           software technology on the Web                                                    12/99    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ThinPlanet.com                  News and information resource for          o        o         o                 Acquired   
WWW.THINPLANET.COM              professionals involved with "thin                                                 2/00     
                                client" computing                                                                          
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------


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                                                                                                                 ACQUIRED, 
                                                                                 E-MAIL     ONLINE     E-MAIL   INTERNALLY 
         INTERNET                                                         WEB    NEWS-    DISCUSSION DISCUSSION  DEVELOPED 
      MEDIA PROPERTY                          DESCRIPTION                 SITE   LETTER     FORUMS     LISTS    OR LICENSED
WEB DEVELOPER CHANNEL                                                                                                      
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
                                                                                                                           
WebDeveloper                    News, reviews and tutorials for Web        o        o         o                Internally  
WWW.WEBDEVELOPER.COM            developers                                                                      developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
WebReference                    Tutorials, technical information and       o        o         o                 Acquired   
WWW.WEBREFERENCE.COM            reviews for Web developers                                                        11/97    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Web Developer's Virtual         Tutorials and technical information        o        o         o         o       Acquired   
Library                         for Web developers                                                                3/98     
WWW.WDVL.COM                                                                                                               
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
StreamingMediaWorld             Tutorials and information resources        o                  o                Internally  
WWW.STREAMINGMEDIAWORLD.COM     for streaming media developers                                                  developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
JustSMIL                        Tutorials, information resources and       o                  o                 Acquired   
WWW.JUSTSMIL.COM                forums for streaming media developers                                             11/98    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
JavaBoutique                    Collection of over 360 Java applets        o        o         o                 Acquired   
WWW.JAVABOUTIQUE.COM            available for download                                                            5/97     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
The JavascriptSource            Collection of over 300 Javascripts         o        o         o                 Acquired   
WWW.JAVASCRIPTSOURCE.COM        available for download                                                            7/98     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Javascript.com                  Portal site that facilitates access to     o                                   Internally  
WWW.JAVASCRIPT.COM              internet.com Javascript services                                                developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ScriptSearch                    Links to more than 5,000 C++, PERL,        o                  o                 Acquired   
WWW.SCRIPTSEARCH.COM            VBScript and other programs online                                                9/98     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
FlashPlanet                     Information resource for flash             o                                    Acquired   
WWW.FLASHPLANET.COM             multimedia technology                                                             1/00     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
FlashKit                        Information resource for flash             o                                    Acquired   
WWW.FLASHKIT.COM                multimedia technology                                                             1/00     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ExtremeFlash.com                Information resource for flash             o                                    Acquired   
WWW.EXTREMEFLASH.COM            multimedia technology                                                             2/00     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Web Developer's Journal         Tutorials and information resources        o        o         o         o       Acquired   
WWW.WEBDEVELOPERSJOURNAL.COM    for Web site development, site design,                                            7/99     
                                HTML, Web graphics and audio                                                               
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Web Developer Forums            Discussion forums about Web                                   o                Internally  
FORUMS.INTERNET.COM             development topics                                                              developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ECOMMERCE/INTERNET MARKETING CHANNEL                                                                                       
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
The Electronic Commerce         News, tutorials, reviews and opinions      o        o         o         o       Acquired   
Guide                           for e-commerce professionals                                                      11/95    
WWW.ECOMMERCE-GUIDE.COM                                                                                                    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
SearchEngineWatch               How-to site for Internet marketers and     o        o                           Acquired   
WWW.SEARCHENGINEWATCH.COM       users about search engine operations                                              11/97    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
CyberAtlas                      Searchable repository of                   o        o                           Acquired   
WWW.CYBERATLAS.COM              Internet-related research abstracts                                               8/98     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Internet Day                    Daily tutorial for Internet marketers      o        o                           Acquired   
WWW.INTERNETDAY.COM             and professionals                                                                 11/98    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Internet Advertising Report     Highlights top Internet marketing and      o        o                          Internally  
WWW.INTERNETNEWS.COM/IAR        advertising news and events                                                     developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Ad Resource                     Collection of Internet advertising         o                                    Acquired   
WWW.ADRESOURCE.COM              resources for Internet marketers                                                  11/98    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Refer-It                        Directory of Web site affiliate,           o        o         o                 Acquired   
WWW.REFER-IT.COM                referral and revenue sharing programs                                             4/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
AllNetResearch                  Directory of Internet industry             o        o                          Internally  
WWW.ALLNETRESEARCH.COM          research reports available for online                                           developed  
                                purchase                                                                                   
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
INTERNET RESOURCES CHANNEL                                                                                                 
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Webopedia                       Dictionary and search engine               o        o                           Acquired   
WWW.WEBOPEDIA.COM               containing more than 8,800 Internet                                               3/98     
                                and technology definitions and terms                                                       
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
CoolCentral                     Recommendations for useful and             o                                    Acquired   
WWW.COOLCENTRAL.COM             entertaining Web sites                                                            11/97    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetShopper                 Directory of shopping Web sites listed     o        o                          Internally  
WWW.INTERNETSHOPPER.COM         by category, daily listings of free                                             developed  
                                and discounted items available online                                                      
                                and an Internet shopping agent                                                             
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------


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                                                                                                                 ACQUIRED, 
                                                                                 E-MAIL     ONLINE     E-MAIL   INTERNALLY 
         INTERNET                                                         WEB    NEWS-    DISCUSSION DISCUSSION  DEVELOPED 
      MEDIA PROPERTY                          DESCRIPTION                 SITE   LETTER     FORUMS     LISTS    OR LICENSED
INTERNET RESOURCES CHANNEL (CONTINUED)                                                                                     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
                                                                                                                           
Internet Jobs                   Provides searchable access to Internet     o                                   Internally  
JOBS.INTERNET.COM               industry and Internet technology job                                            developed  
                                openings                                                                                   
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
silicon alley Jobs              Provides searchable access to Internet     o        o         o                 Acquired   
WWW.SILICONALLEYJOBS.COM        industry and Internet technology job                                              4/99     
                                openings                                                                                   
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
My Desktop                      Information site for experienced           o        o                           Acquired   
WWW.MYDESKTOP.COM               Internet users                                                                    5/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Virtual Dr                      Technical support for Internet and         o        o                           Acquired   
WWW.VIRTUALDR.COM               personal computer users                                                           5/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
The Guestbook                   Online application that permits            o                                    Acquired   
WWW.THEGUESTBOOK.COM            Webmasters to add a "guest sign in"                                               9/99     
                                feature to Web sites                                                                       
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
The Counter                     Online tools to enable Webmasters to       o        o                           Acquired   
WWW.THECOUNTER.COM              analyze their traffic                                                             9/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Internet Forums                 Directory of online discussion forums                         o                Internally  
FORUMS.INTERNET.COM             about a variety of Internet topics                                              developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Events.internet.com             Information about Internet World and       o                                   Internally  
EVENTS.INTERNET.COM             ISP-CON trade shows                                                             developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ISP RESOURCES CHANNEL                                                                                                      
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ASPIsland                       E-mail  newsletters, discussion forums     o        o         o                 Acquired   
WWW.ASPISLAND.COM               and job resources                                                                 2/00     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ASPnews.com                     E-mail newsletters and online              o        o                           Acquired   
WWW.ASPNEWS.COM                 publication serving the ASP industry                                              2/00     
                                and community                                                                              
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ISP-Planet                      News and information for the ISP           o        o                          Internally  
WWW.ISP-PLANET.COM              industry                                                                        developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ISP-Lists                       E-mail discussion lists and Web sites      o                            o       Acquired   
WWW.ISP-LISTS.COM               serving ISP industry professionals                                                10/98    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ISP News                        Real-time, global coverage of Internet     o                                   Internally  
WWW.INTERNETNEWS.COM/ISP-NEWS   Service Provider industry news                                                  developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
CLEC-Planet                     News and information about Competitive     o        o                          Internally  
WWW.CLEC-PLANET.COM             Local Exchange Carriers (CLECs) for                                             developed  
                                the ISP industry                                                                           
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Boardwatch                      Archives of Boardwatch magazine            o                                    Licensed   
WWW.BOARDWATCH.COM                                                                                                         
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ISPCON                          Information site for ISPCON events         o                                    Licensed   
WWW.ISPCON.COM                                                                                                             
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
INTERNET STOCKS/VC CHANNEL                                                                                                 
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetVCLinx                  News and information covering leading      o        o                           Acquired   
WWW.INTERNETVCLINX.COM          venture capitalists, their funds and                                              2/00     
                                their deal flow related to the                                                             
                                Internet industry                                                                          
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetVCWatch                 Database of Internet venture capital       o        o                           Acquired   
WWW.INTERNETVCWATCH.COM         firms, deals and companies that have                                              2/00     
                                received venture funding                                                                   
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Internet Stock Report           Intraday analysis of Internet stocks       o        o         o                Internally  
WWW.INTERNETSTOCKREPORT.COM                                                                                     developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ISDEX, The Internet Stock       Proprietary index of 50 publicly           o                                   Internally  
Index                           traded Internet stocks                                                          developed  
WWW.ISDEX.COM                                                                                                              
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetStockList               Directory of publicly traded Internet      o                                   Internally  
WWW.INTERNETSTOCKLIST.COM       companies, including related news,                                              developed  
                                information and analysis                                                                   
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
IPO Watch                       Directory of Internet companies that       o                                   Internally  
WWW.INTERNETNEWS.COM/STOCKS/I   have filed to go public, including                                              developed  
                                related news, information and analysis                                                     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
IPODEX                          Directory of Internet companies that       o                                   Internally  
WWW.IPODEX.COM                  have recently gone public                                                       developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
silicon alley Stocks            News and information about New York        o                                    Acquired   
WWW.SILICONALLEYSTOCKS          City Internet industry public companies                                           4/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------


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                                                                                                                 ACQUIRED, 
                                                                                 E-MAIL     ONLINE     E-MAIL   INTERNALLY 
         INTERNET                                                         WEB    NEWS-    DISCUSSION DISCUSSION  DEVELOPED 
      MEDIA PROPERTY                          DESCRIPTION                 SITE   LETTER     FORUMS     LISTS    OR LICENSED
INTERNET STOCKS/VC CHANNEL (CONTINUED)                                                                                     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
                                                                                                                           
Wall Street Research Net        Information and resources for              o        o         o                 Acquired   
WWW.WSRN.COM                    investors on the Web                                                              7/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Internet Stock Forums           Discussion forums about Internet                              o                Internally  
FORUMS.INTERNET.COM             stocks and investing                                                            developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
INTERNATIONAL CHANNEL                                                                                                      
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Arabia                          Daily Internet news and information        o                                    Licensed   
ARABIA.INTERNET.COM             about the Middle East                                                                      
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Asia                            Daily Internet news and information        o        o                          Internally  
WWW.ASIA.INTERNET.COM           about Asia                                                                      developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Australia                       Daily Internet news and information        o        o                          Internally  
WWW.AUSTRALIA.INTERNET.COM      about Australia                                                                 developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Canada                          Daily Internet news and information        o        o                          Internally  
WWW.CANADA.INTERNET.COM         about Canada                                                                    developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
China                           Daily Internet news and information        o                                    Licensed   
WWW.CHINA.INTERNET.COM          about China                                                                                
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
France                          Daily Internet news and information        o        o                          Internally  
WWW.FRANCE.INTERNET.COM         about France                                                                    developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Germany                         Daily Internet news and information        o        o                          Internally  
WWW.GERMANY.INTERNET.COM        about Germany                                                                   developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Israel                          Daily Internet news and information        o        o                          Internally  
WWW.ISRAEL.INTERNET.COM         about Israel                                                                    developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Japan                           Daily Internet news and information        o        o                          Internally  
WWW.JAPAN.INTERNET.COM          about Japan                                                                     developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
South Africa                    Daily Internet news and information        o        o                          Internally  
WWW.SOUTHAFRICA.INTERNET.COM    about South Africa                                                              developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
United Kingdom                  Daily Internet news and information        o        o                          Internally  
WWW.UK.INTERNET.COM             about the United Kingdom                                                        developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
DOWNLOAD CHANNEL                                                                                                           
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Jumbo!                          Software Web site with over 300,000        o        o                           Acquired   
WWW.JUMBO.COM                   programs available for download                                                   11/98    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
CWSApps                         Reviews and downloads for Microsoft        o        o                           Acquired   
WWW.CWSAPPS.COM                 Windows based Internet software                                                   12/96    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
NewApps                         Links to new software programs             o        o                           Acquired   
WWW.NEWAPPS.COM                 available for download                                                            11/98    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
FileFarm                        Reviews and downloads for business         o        o                           Acquired   
WWW.FILEFARM.COM                software                                                                          5/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Software Blast                  Offers users a wide variety of free        o        o                           Acquired   
WWW.SOFTWAREBLAST.COM           software for download from                                                        9/99     
                                applications categories such as                                                            
                                business, communications, desktop                                                          
                                enhancements and productivity                                                              
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
INTERNET LISTS CHANNEL                                                                                                     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Web Design List                 Directory of more than 2,500 Web           o        o                          Internally  
DESIGNLIST.INTERNET.COM         design firms                                                                    developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetRadioList               Directory of Internet radio stations       o        o                          Internally  
WWW.INTERNETRADIOLIST.COM                                                                                       developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetEmailList               Directory of free e-mail service           o                                   Internally  
WWW.INTERNETEMAILLIST.COM       providers                                                                       developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetCasinoList              Directory of more than 400 online          o                                   Internally  
WWW.INTERNETCASINOLIST.COM      casinos                                                                         developed  
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
The List                        Buyer's guide containing terms of          o                                    Acquired   
WWW.THELIST.COM                 service for more than 8,100 Internet                                              8/95     
                                Service Providers worldwide                                                                
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------


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                                                                                                                 ACQUIRED, 
                                                                                 E-MAIL     ONLINE     E-MAIL   INTERNALLY 
         INTERNET                                                         WEB    NEWS-    DISCUSSION DISCUSSION  DEVELOPED 
      MEDIA PROPERTY                          DESCRIPTION                 SITE   LETTER     FORUMS     LISTS    OR LICENSED
 INTERNET LISTS CHANNEL (CONTINUED)                                                                                        
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
                                                                                                                           
Directory of Internet           Directory of Internet Service Providers    o                                    Licensed   
Service Providers                                                                                                          
BOARDWATCH.INTERNET.COM/ISP                                                                                                
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
InternetTradeShowList           Directory of trade shows and seminars      o        o                          Internally  
WWW.INTERNETTRADESHOWLIST.COM   for the Internet and Information                                                developed  
                                Technology industries                                                                      
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
WINDOWS INTERNET TECHNOLOGY CHANNEL                                                                                        
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
15 seconds                      Tutorials, discussion lists and            o        o                   o       Acquired   
WWW.15SECONDS.COM               newsletters for Microsoft Active                                                  12/98    
                                Server Pages developers                                                                    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
Swynk                           News and information for system            o        o         o         o       Acquired   
WWW.SWYNK.COM                   administrators                                                                    4/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
WinPlanet                       Microsoft Windows software news,           o        o                           Acquired   
WWW.WINPLANET.COM               tutorials, opinions, reviews and tips                                             5/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
BHS.com                         Microsoft system administrator support     o        o         o                 Acquired   
WWW.BHS.COM                     site that offers software downloads,                                              8/99     
                                FAQs, help wanted listings and online                                                      
                                discussion forums                                                                          
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ASPWatch                        Tutorials and information resources        o        o                           Acquired   
WWW.ASPWATCH.COM                for Web site developers using                                                     8/99     
                                Microsoft Active Server Pages                                                              
                                technology                                                                                 
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
ASPWire                         News site featuring links to press         o        o         o                 Acquired   
WWW.ASPWIRE.COM                 reports about Microsoft's Active                                                  10/99    
                                Server Pages Web site development                                                          
                                technology                                                                                 
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
VBWire                          News site featuring links to press         o        o         o                 Acquired   
WWW.VBWIRE.COM                  reports about Microsoft's Visual Basic                                            10/99    
                                programming language                                                                       
------------------------------------------------------------------------ ------- -------- ---------- --------- ------------
LINUX/OPEN SOURCE CHANNEL                                                                                                  
------------------------------------------------------------------------ ------- -------- ---------- --------- ------------
JustLinux                       Portal site that facilitates access to     o        o         o                 Acquired   
WWW.JUSTLINUX.COM               Linux information resources                                                       1/00     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
LinuxPlanet                     Linux news and tutorials for system        o        o         o                 Acquired   
WWW.LINUXPLANET.COM             administrators                                                                    5/99     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
LinuxToday                      News and community site for Linux          o        o                           Acquired   
WWW.LINUXTODAY.COM              professionals                                                                     10/99    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
LinuxCentral                    Linux software, book and accessories       o        o                           Acquired   
WWW.LINUXCENTRAL.COM            e-commerce site                                                                   10/99    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
LinuxProgramming                Tutorials, discussion lists and            o                                    Acquired   
WWW.LINUXPROGRAMMING.COM        information resources for Linux                                                   2/00     
                                programmers                                                                                
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
LinuxStart                      Portal site that facilitates access to     o                                    Acquired   
WWW.LINUXSTART.COM              Linux information resources                                                       12/99    
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------
PHP Builder                     Tutorials, message boards and              o                                    Acquired   
WWW.PHPBUILDER.COM              information resources for PHP                                                     2/00     
                                (Personnel Home Page Tools) developers                                                     
------------------------------- ---------------------------------------- ------- -------- ---------- --------- ------------


   Penton Media has licensed the online publishing rights for its INTERNET
WORLD, BOARDWATCH and DIRECTORY OF INTERNET SERVICE PROVIDERS print             
publications, as well as information about its Internet World and ISPCON trade  
shows, to internet.com.                                                         

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EDITORIAL                                                                       

     We maintain editorial offices in Darien, Connecticut; New York, New York;
South San Francisco and San Jose, California, Ann Arbor, Michigan; and          
Lexington, Kentucky. In addition, editorial personnel work from home offices    
throughout the United States and in Hong Kong. Freelance contributors and       
analysts are also located both domestically and in 18 countries worldwide.      

Our editorial team, comprised of 74 employees and over 100 freelance
contributors as of January 31, 2000, creates considerable proprietary content   
each month.                                                                     

 In addition, our editorial staff also maintains an online dictionary,
WWW.WEBOPEDIA.COM, of 8,800 Internet and technology terms, writes question and  
answer columns and creates directories of scripts for major Internet            
technologies. We also have an exclusive agreement to serve as the Internet      
publisher of Penton Media's INTERNET WORLD, BOARDWATCH and DIRECTORY OF INTERNET
SERVICE PROVIDERS print publications, as well as information about Penton       
Media's Internet World and ISPCON trade shows.                                  

MARKETING AND SALES                                                             

    MARKETING. We employ a combination of online and offline advertising and
promotional campaigns to promote our content offerings and services to our      
community of Internet users, advertisers and vendors. User advertising includes 
cross-promotion on our network, advertising in trade publications and at trade  
shows and promotional links from Web sites that attract demographically similar 
audiences. We believe that this strategy maintains the high quality and unique  
focus of our community of Internet users. We have participated in various       
Internet industry events, including Internet World and ISPCON trade shows. We   
have also used print advertising, which has appeared in INTERNET WORLD,         
BOARDWATCH, UPSIDE, INTERNET WEEK, DATA COMMUNICATIONS, TELE.COM, SILICON ALLEY 
REPORTER and ADWEEK, among other publications.                                  

Our marketing efforts are directed largely at acquiring advertising 
clients and commerce agreements. We principally use offline and online          
advertising, direct mail and event sponsorships for customer acquisition.       
ADVERTISING AGE, ADWEEK, MARKETING COMPUTERS, CLICKZ, CHANNELSEVEN.COM and the  
ONLINE ADVERTISING DISCUSSION LIST are among the venues used to deliver our     
promotional messages. In addition, we have a strategic agreement with Penton    
Media, a significant investor in internet.com, which provides for an exchange of
services to be provided by each party. This agreement expires on November 23,   
2001 and is automatically renewable for subsequent three year terms unless      
terminated by either party.                                                     

    Services provided by Penton Media to us under this agreement include the
following:                                                                      

      o  two full-page advertisements at no charge in each issue of INTERNET
WORLD magazine and BOARDWATCH magazine;                   

     o  exhibit and sales office space at no charge for each U.S. Internet
World and ISPCON trade show; and                          

     o prominent listing as a sponsor in all promotional materials and for
     appropriate conference tracks, as well as prominent hanging media
banners for Internet World and ISPCON trade shows.          

Services we provide to Penton Media under this agreement include the
following:                                                                      

o  Web site archives of INTERNET WORLD and BOARDWATCH print     
        publications and information about Internet World and ISPCON trade
shows and conferences; and                                

     o  a minimum of 2.3 million advertising impressions each month on our
network.                                                  

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  ADVERTISING SALES. We believe that we have been able to obtain revenue
from advertising on our Web sites and online discussion forums because we enable
clients to efficiently and effectively reach targeted segments of the Internet  
community. Based on a survey we commissioned which was conducted from August    
1999 through February 2000, 85% of our community of Internet users report that  
they either make or influence purchasing decisions. We believe that targeting   
this influential audience allows us to sell advertising space at rates that are 
higher than the average rates charged by online services aimed at more general  
audiences. Based upon publicly available banner advertisement rate cards, we    
believe that our actual rates are approximately 1.4 to 2.7 times higher than the
published rates of Go2Net, Inc., go.com and Looksmart, Ltd. as of January 31,   
2000, which we believe to be a representative group of Internet-based services  
aimed at more general audiences.                                                

We also offer advertisers the opportunity to advertise on our e-mail
newsletters and moderated e-mail discussion lists. In January 2000, we          
distributed 21 million copies of our e-mail newsletters to approximately 2.3    
million subscribers. We also distributed 38.1 million messages to more than     
86,000 moderated e-mail discussion list subscribers.                            

Our sales force is organized by geographic regions as follows: New  
England, New York Metro, Mid-Atlantic/Southeast, Midwest, West, Canada, Europe  
and Israel.                                                                     

     Over 1,100 advertisers have placed advertisements on our network. For the
year ended December 31, 1999, International Business Machines Corporation       
accounted for 10% of our revenues, and our top 20 advertisers together accounted
for 29% of our revenues during the same period. Based on revenues, the following
were our 20 largest advertisers during the year ended December 31, 1999:        

Allaire Corporation                                Lucent Technologies Inc.   
American Power Conversion Corporation              Microsoft Corporation      
Ariel Corporation                                  Moai Technologies. Inc.    
Compaq Computer Corporation                        Mpath Interactive, Inc.    
EarthLink Network, Inc.                            Net2Phone, Inc.            
Flycast Communications Corporation                 Nortel Networks Corporation
GoTo.com, Inc.                                     Oracle Corporation         
Hewlett-Packard Company                            Sprint Corp.               
Inktomi Corporation                                Sun Microsystems, Inc.     
International Business Machines Corporation        UBID, Inc.                 

      E-COMMERCE SALES, LICENSING AND BUSINESS DEVELOPMENT. We offer e-commerce,
licensing and other business development arrangements to maximize the potential 
of our proprietary content and community of Internet users. We identify         
potential e-commerce vendors, licensees and other potential business development
opportunities and generally enter into contracts of six to 12 months' duration. 
E-commerce agreements generally include a fixed fee for advertising as well as  
revenue sharing of 10% to 50% of the sales made by the e-commerce vendor as a   
result of links from our network. These activities are conducted by a staff of  
nine employees separate from our advertising sales force.                       

 Licensing arrangements allow third parties to reproduce our editorial
content and brands either for print or online use. We are typically paid per-use
in the case of book and print rights, including reprints of articles published  
on our network, and monthly in cases where our editorial content is published in
electronic form. We also offer our proprietary software for license to third    
parties that offer services that are similar to, but do not compete with,       
internet.com.                                                                   

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COMPETITION                                                                     

We believe we compete on the basis of our brand recognition and our 
proprietary content offerings and services focused solely on the Internet       
industry. We believe that we are differentiated relative to our competitors due 
to our vertical focus of providing content, community and commerce to Internet  
industry and Internet technology professionals, Web developers and experienced  
Internet users.                                                                 

The market for Internet-based services is relatively new, intensely 
competitive and rapidly changing. Since the advent of commercial services on the
Internet, the number of online services competing for users' attention and      
spending has proliferated. We expect that competition will continue to          
intensify. We compete with other companies, which direct a portion of their     
overall Web content at the Internet professional community, such as Ziff-Davis  
Inc.'s ZDNet, CNET, Inc., CMP Media Inc., EarthWeb Inc. and Wired Digital Inc.  
We also compete for circulation and advertising impressions with general        
interest portal and destination Web sites as well as traditional media.         

Many of our current and potential competitors have longer operating 
histories, larger customer bases, greater brand recognition and significantly   
greater financial, marketing and other resources than we have. These competitors
may be able to respond more quickly to new or emerging technologies and changes 
in customer requirements and to devote greater resources to the development,    
promotion and sale of their products and services than we can. The number of    
companies competing for the attention and spending of our community of Internet 
users has increased and we expect it to continue to increase.                   

TECHNOLOGY AND OPERATIONS                                                       

We have developed an expandable operations infrastructure using open
standard hardware and software systems. We make our Web sites, e-mail           
newsletters, online discussion forums and moderated e-mail discussion lists     
available using multiple Sun Microsystems, Inc. and Wintel-based servers that   
run on Sun Solaris, Microsoft NT and Linux operating systems. We license        
software from the following parties, among others: Web and e-mail servers from  
Netscape; Web and database servers from Microsoft Corporation; database servers 
from Oracle Corporation and Microsoft Corporation; an advertising management    
system from DoubleClick Inc.; a content management system from Vignette         
Corporation; a streaming media server from RealNetworks, Inc.; a spidering,     
content indexing, personalization and categorization system from Autonomy, Inc.;
and a firewall from Network Associates Inc.                                     

 We maintain redundant production and staging servers in a data center
operated by Qwest Communications, Inc. In the event that all of the production  
servers fail, the staging servers are capable of supporting our services. We    
have redundant Internet circuits diversely routed within Qwest's network and    
with redundant network equipment configured for automatic failover. All of our  
servers are powered by uninterruptible power supplies, and the data center is on
multiple power grids. In addition, Qwest maintains a diesel-powered generator   
and fuel supply in the event of extended outages. All of our production systems 
are copied each night to backup tapes that are stored at an off-site storage    
facility each business day. In the event of a disaster at the production        
facility, arrangements are in place to resume production at an off-site center  
maintained by International Business Machines. We maintain a quality assurance  
process to constantly monitor our servers, processes and network connectivity.  
We have implemented these redundancies and backup systems in order to minimize  
the risk associated with damage from fire, power loss, telecommunications       
failure, break-ins, computer viruses and other events beyond our control.       

INTELLECTUAL PROPERTY                                                           

We regard our content, logos, brands, domain names and software as  
proprietary and attempt to protect them by relying on trademark, copyright,     
trade secret and other laws and restrictions. We currently have no patents or   
patents pending and do not anticipate that patents will become a significant    
part of our intellectual property in the foreseeable future. We pursue the      
registration of our trademarks                                                  

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and service marks in the United States and internationally, and have applied for
registration in the United States and numerous other countries for a number of  
our trademarks and service marks. We also pursue copyright registration of our  
content in the United States. We might not be able to obtain effective          
trademark, copyright and trade secret protection in every country in which we   
distribute our services or make them available through the Internet, and it is  
difficult for us to police unauthorized use of our proprietary information. We  
seek protection of our content, logos, brands and software relating to our Web  
sites, e-mail newsletters, online discussion forums and moderated e-mail        
discussion lists.                                                               

   We have applied for registration of our trademarks and service marks in
the United States and in over 75 other countries. We have encountered obstacles 
to registration of some marks in several of these countries.                    

 Legal standards relating to the validity, enforceability and scope of
protection of proprietary rights in Internet-related businesses are uncertain   
and still evolving. As a result, we cannot assure the future viability or value 
of our proprietary rights. We might not have taken adequate steps to prevent the
misappropriation or infringement of our intellectual property. Any such         
infringement or misappropriation, should it occur, might harm our business,     
results of operations and financial condition. In addition, we may have to file 
lawsuits in the future to perfect or enforce our intellectual property rights,  
to protect our trade secrets or to determine the validity and scope of the      
proprietary rights of others. These lawsuits could result in substantial costs  
and divert our resources and the attention of our management. As a result, our  
business, results of operations and financial condition would suffer.           

Our business activities may infringe upon the proprietary rights of 
others, and other parties might assert infringement claims against us. From time
to time, we have been, and expect to continue to be, subject to claims in the   
ordinary course of our business including claims of alleged infringement of the 
trademarks, service marks and other intellectual property rights of third       
parties. If similar claims are made against us in the future, those claims and  
any resultant litigation might subject us to liability for damages, result in   
invalidation of our proprietary rights and, even if not meritorious, could be   
time consuming and expensive to defend and could result in the diversion of our 
resources and the attention of our management. As a result, our business,       
results of operations and financial condition would suffer.                     

We generally obtain our content and some of our technology from our 
employees or pursuant to work-for-hire arrangements. We also license technology 
and content from third parties. In such license arrangements, we generally      
obtain representations as to origin and ownership of such content and technology
and the licensors have generally agreed to defend, indemnify and hold us        
harmless from any third party claims that such technology or content violates   
the rights of another. We cannot be sure that these third party technology and  
content protections will be effective or sufficient or that we will be able to  
maintain such content or technology on commercially reasonable terms. As a      
result, our business, results of operations and financial condition would       
suffer.                                                                         

We have licensed in the past, and expect to license in the future,  
proprietary rights, such as trademarks or copyrighted material, to third        
parties. While we attempt to ensure that the quality of our brands and content  
are maintained by such licensees, we cannot be sure that such licensees will not
take actions that might decrease the value of our brands, proprietary rights or 
reputation, which would harm our business, prospects, financial condition and   
results of operations.                                                          

DOMAIN NAMES                                                                    

     We own the Internet domain name "internet.com," as well as numerous other
domain names both in the United States and internationally. Domain names        
generally are regulated by Internet regulatory bodies. The regulation of domain 
names in the United States and in foreign countries is subject to change.       
Regulatory bodies could establish additional top-level domains, appoint         
additional domain name registrars or modify the requirements for holding domain 
names. As a result, we might not acquire or                                     

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maintain the "internet.com" or comparable domain name in all the countries in   
which we conduct business.                                                      

The relationship between regulations governing domain names and laws
protecting trademarks and similar proprietary rights is unclear and still       
evolving. Therefore, we might be unable to prevent third parties from acquiring 
domain names that infringe or otherwise decrease the value of our trademarks and
other proprietary rights.                                                       

EMPLOYEES                                                                       

     The following table sets forth a breakdown of our employees as of January
31, 2000:                                                                       

                                                                [Download Table]


                                                                   NUMBER OF    
                                                                   EMPLOYEES    
                                                                 ---------------
                                                                                
Editorial.......................................................      74        
Marketing and sales.............................................      76        
Technology and operations.......................................      47        
Administration..................................................      25        
                                                                     ---        
      Total.....................................................     222        
                                                                     ===        


    We have never had a work stoppage and no personnel are represented under
collective bargaining agreements. We consider our relations with our personnel  
to be good.                                                                     

ITEM 2. PROPERTIES                                                              

     Our principal administrative, editorial, sales, marketing and information
technology facilities are located in Darien, Connecticut. We believe that our   
current facilities will be adequate to meet our needs for the foreseeable       
future.                                                                         

The following table sets forth a summary of our leased and subleased
office facilities as of January 31, 2000:                                       

                                                                [Download Table]


LOCATION                                        SQUARE FEET  LEASED THROUGH  

                                                                             
Darien, Connecticut............................     20,000      February 2003
New York, New York.............................     11,000     September 2004
South San Francisco, California................      7,100        August 2004
Toronto, Canada................................      3,000          June 2000
San Jose, California...........................      2,000      December 2002
Ann Arbor, Michigan............................      1,000      December 2000
Lexington, Kentucky............................      1,000         March 2000
Clinton Township, Michigan.....................        600          June 2000


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ITEM 3. LEGAL PROCEEDINGS                                                       

Until late November 1999, we were engaged in trademark opposition   
proceedings before trademark offices in the United States and other             
jurisdictions with International Data Group, Inc. or IDG. We have reached a     
settlement with IDG regarding the registration of the trademark "internet.com"  
in the United States Patent Office, which we originally filed with the Trademark
Trial and Appeal Board of the U.S. Patent and Trademark Office in September     
1998. The settlement with IDG gives us exclusive rights to the "internet.com"   
trademark worldwide.                                                            

     Messrs. Alan M. Meckler and Christopher S. Cardell, who are stockholders,
executive officers and directors of internet.com, were stockholders, executive  
officers and directors of Mecklermedia Corporation prior to its acquisition by  
Penton Media in November 1998. In addition, Messrs. Gilbert F. Bach and Michael 
J. Davies, who are directors of internet.com, were directors of Mecklermedia    
Corporation prior to its acquisition by Penton Media. A complaint seeking class 
action status was filed in Delaware Chancery Court on June 16, 1999 by a former 
stockholder of Mecklermedia Corporation alleging that Messrs. Meckler, Cardell, 
Bach and Davies, as well as the other directors of Mecklermedia Corporation,    
breached their fiduciary duties of care, candor and loyalty in connection with  
the approval of the sale of Mecklermedia Corporation to Penton Media at the     
price paid by Penton Media and the related sale of 80.1% of the Internet        
business of Mecklermedia Corporation to Mr. Meckler at the price paid by Mr.    
Meckler. Among other things, this plaintiff has alleged that the price paid by  
Penton Media for the purchase of Mecklermedia Corporation, and the price paid by
Mr. Meckler for an 80.1% stake in the Internet business of Mecklermedia         
Corporation, were inadequate. This former stockholder of Mecklermedia           
Corporation has asserted claims for unspecified damages. The plaintiff also     
named internet.com Corporation as a defendant seeking that a constructive trust 
be established consisting of any benefits derived by the defendants in respect  
of the allegations set forth in the complaint. On August 20, 1999, all of the   
defendants, including internet.com and Messrs. Meckler, Cardell, Bach and       
Davies, served an answer to the complaint generally denying the allegations     
therein, denying that the directors of Mecklermedia Corporation breached any    
fiduciary duties, and asserting certain affirmative defenses. All of the        
defendants intend to vigorously defend themselves.                              

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

None                                                                            

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PART II                                                                         

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   

 The common stock of internet.com began trading publicly on the Nasdaq
Stock Market on June 25, 1999, under the symbol "INTM". Prior to that date,     
there was no public market for our common stock. The following table sets forth 
for the periods indicated the high and low sale prices of our common stock.     

                                                                [Download Table]


                                                                  HIGH      LOW   
YEAR ENDING DECEMBER 31, 1999                                                     
                                                                                  
   Second Quarter (commencing June 25, 1999).................... $16.344   $11.000
   Third Quarter................................................ $26.875  $  9.188
   Fourth Quarter............................................... $72.250   $13.750

YEAR ENDING DECEMBER 31, 2000                                                     
   First Quarter (through February 23, 2000).................... $68.125   $41.000


     As of February 23, 2000, there were 5,979 holders of record of our common
stock.                                                                          

 DIVIDEND POLICY

      We have never declared or paid a cash dividend and do not anticipate doing
so in the foreseeable future. We expect to retain earnings to finance the       
expansion and development of our business.                                      

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 RECENT SALES OF UNREGISTERED SECURITIES

Upon the closing of our initial public offering on June 25, 1999,   
internet.com LLC was converted into a corporation and all membership interests  
were converted into common stock of the Registrant at the rate of 16,215.891    
shares per membership unit. The share numbers in the following table give effect
to the conversion of internet.com LLC into a corporation immediately prior to   
the closing of our initial public offering.                                     

                                                        [Enlarge/Download Table]


                                                                        NUMBER OF        AGGREGATE                       
                                       TITLE OF          NUMBER       SHARES AFTER       PURCHASE         FORM OF        
      NAME         DATE(S) OF SALE    SECURITIES        OF UNITS       CONVERSION          PRICE       CONSIDERATION     
-------------- -------------------- ---------------- -------------- ----------------- ------------- ---------------------
                                                                                                                         
William A.                                                                                                               
  Shutzer            March 1999          Units             25            405,397        $1,000,000          Cash         

Internet World                                                                                                           
  Media, Inc.        March 1999          Units           11.149          180,786         $445,949           Cash         

James S.                                                                                                                 
  Mulholland III                                                                                                         
                     March 1999          Units           3.125           50,675          $125,000           Cash         

Marie Mulholland                                                                                                         
  Flatness           March 1999          Units           3.125           50,675          $125,000           Cash         

New River                                                                                                                
  Capital                                                                                                                
  Partners           March 1999          Units           3.125           50,675          $125,000           Cash         

Certain                                                                                                                  
  Employees,                                                                                                             
  Officers and                                                                                                           
  Directors of                                                                                                           
  internet.com       March 1999          Units            10.5           170,267         $420,000           Cash         


         All sales were made in reliance on Rule 506 of Regulation D promulgated
under the Securities Act of 1933, as amended. These sales were made without     
general solicitation or advertising. Each purchaser was an "accredited investor"
or a sophisticated investor with access to all relevant information necessary to
evaluate the investment who represented to internet.com that the shares were    
being acquired for investment.                                                  

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ITEM 6. SELECTED FINANCIAL DATA                                                 

    The following selected financial data should be read in conjunction with
the financial statements of internet.com, the accompanying notes and            
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations." The selected financial data of the iWorld division of Mecklermedia 
for the period from inception (December 7, 1994) through September 30, 1995, the
years ended September 1996, 1997 and 1998, the period from October 1, 1998      
through November 23, 1998, are derived from financial statements of the iWorld  
division of Mecklermedia. The selected financial data for the period from       
inception (November 24, 1998) through December 31, 1998 and for the year ended  
December 31, 1999, as well as the balance sheet data as of December 31, 1998 and
1999, are derived from the financial statements of internet.com. These financial
statements, except for the selected statement of operations data for the period 
from inception (December 7, 1994) through September 30, 1995, have been audited 
by Arthur Andersen LLP, independent public accountants. See "Index to Financial 
Statements."                                                                    

     The financial information of the iWorld division of Mecklermedia included
herein is not necessarily indicative of the results of operations, financial    
position and cash flows of internet.com had it been a stand-alone entity at such
times. It is also not necessarily indicative of the results of operations,      
financial position and cash flows of internet.com in the future. The share      
information reflects the conversion of internet.com from a limited liability    
company into a corporation as if such conversion had occurred at the beginning  
of each period indicated.                                                       

                                                        [Enlarge/Download Table]


                                                                                                          INCEPTION                 
                                                                                               OCT. 1,     (NOV. 24,     FISCAL     
                                  INCEPTION                                                      1998         1998)        YEAR     
                               (DEC. 7, 1994)              FISCAL YEAR ENDED                   THROUGH      THROUGH      ENDED      
                                  THROUGH      --------------------------------------------                                         
                                 SEPT. 30,        SEPT. 30,      SEPT. 30,     SEPT. 30,       NOV. 23,     DEC. 31,     DEC. 31,   
                                  1995 (1)         1996 (1)       1997 (1)      1998 (1)       1998 (1)     1998 (2)     1999 (2)   
                               --------------- -------------- -------------- -------------- ------------- ------------ -------------
STATEMENT OF OPERATIONS DATA:                                                                                                       
                                                                                                                                    
 Revenues....................    $ 123           $   498          $ 1,479        $ 3,544        $ 778      $  772       $ 16,085    
 Cost of revenues............       39               536            1,171          2,171          456         403          8,366    
                               --------------- -------------- -------------- -------------- ------------- ------------ -------------
   Gross profit..............       84               (38)             308          1,373          322         369          7,719    
Operating expenses:                                                                                                                 

   Advertising, promotion and                                                                                                       
      selling................       69               285              881          1,406          441         239          7,545    
   General and administrative      419               727              751          1,349          195         449          4,434    
   Depreciation..............        -                85              326            429           67          15            673    
   Amortization..............        -               109              505            920           86         632          9,796    
   Non-cash compensation charge      -                 -                -              -            -           -          7,975    
                               --------------- -------------- -------------- -------------- ------------- ------------ -------------
       Total operating expenses    488             1,206            2,463          4,104          789        1,335        30,423    
                               --------------- -------------- -------------- -------------- ------------- ------------ -------------
Operating loss...............     (404)           (1,244)          (2,155)        (2,731)        (467)        (966)      (22,704)   

Interest income (expense), net       -                 -                -              -            -           (8)          688    
                               --------------- -------------- -------------- -------------- ------------- ------------ -------------
Net loss.....................    $(404)          $(1,244)         $(2,155)       $(2,731)       $(467)      $ (974)     $(22,016)   
                               =============== ============== ============== ============== ============= ============ =============
Basic and diluted net loss per                                                                                                      
    share....................                                                                                $(.06)       $(1.08)   
                                                                                                          ============ =============
Common shares used to compute                                                                                                       
    basic and diluted net loss                                                                                                      
    per share................                                                                               16,216        20,335    
                                                                                                          ============ =============


                                                        [Enlarge/Download Table]


                                                                                                   AS OF             
                                                                                     --------------------------------
                                                                                          DEC.            DEC. 31    
                                                                                       31, 1998 (2)       1998 (2)   
                                                                                     ----------------- --------------
BALANCE SHEET DATA:                                                                                                  
                                                                                                                     
   Cash and cash equivalents........................................................    $   129         $17,943      
   Working capital (deficit)........................................................     (2,051)         11,821      
   Total assets.....................................................................     25,876          68,390      
   Borrowings under line of credit..................................................      1,886             -        
   Total equity.....................................................................     21,853          56,015      


----------------------                                                          
(1)      Represents the financial data of the iWorld division of Mecklermedia   
Corporation.                                                  
(2)      Represents the financial data of internet.com.                         

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF                                 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                   

OVERVIEW                                                                        

 We own and operate a network of Web sites, e-mail newsletters, online
discussion forums and moderated e-mail discussion lists focused solely on the   
Internet industry. Our network consists of 12 subject areas, or vertical content
channels, that contain 100 Web sites, 150 e-mail newsletters, 117 online        
discussion forums and 78 moderated e-mail discussion lists focused solely on the
Internet industry. During the month of January 2000, we delivered 112 million   
page views to 2.2 million unique visitors and 21 million copies of our e-mail   
newsletters to approximately 2.3 million subscribers, and 38.1 million postings 
were generated by 86,000 subscribers to our moderated e-mail discussion lists.  

     We were formed in November 1998 following the acquisition of Mecklermedia
by Penton Media. As part of the acquisition, Penton Media agreed to contribute  
all the assets of Mecklermedia's Internet media business division, iWorld, to a 
newly formed limited liability company, internet.com LLC. As part of this       
acquisition agreement, we reserved 4% of our total membership units for         
discretionary grants to our employees. The grants were completed in March 1999. 
As these membership units vested upon the completion of our initial public      
offering, we recorded an $8.0 million compensation charge concurrent with the   
completion of our initial public offering in June 1999. Prior to the acquisition
of Mecklermedia by Penton Media, iWorld operated as one of three business lines 
which comprised Mecklermedia. Our predecessor Web sites, MecklerWeb and         
iWorld.com, were also dedicated to covering Internet developments.              

We generate revenues from the following sources:                    

 o        Advertising on our Web sites, e-mail newsletters, online
          discussion forums and moderated e-mail discussion lists;

o        e-commerce agreements and offerings;                   

o        seminars;                                              

o        paid subscription services;                            

o        permission based opt-in e-mail list rentals;           

 o        licensing of our editorial content, brands and software;

o        online press release distribution services; and        

o        venture fund management fees.                          

      We barter a portion of the unsold advertising impressions generated by our
network for advertising and promotion in media properties owned by Penton Media 
and other third parties. In addition, internet.com barters portions of unsold   
advertising impressions for equity interests in the internet.com venture funds' 
portfolio companies. We did not record the effects of this barter in our        
financial statements for the period from inception (November 24, 1998) to       
December 31, 1998 and for the year ended December 31, 1999.                     

   For the year ended December 31, 1999, approximately 79% of our revenues
were from the sale of advertising. We recognize advertising revenue ratably in  
the period the advertising is displayed, provided that no significant company   
obligations remain outstanding and collection of the resulting receivable is    
probable. Such obligations typically include guarantees of a minimum number of  
advertising impressions, or times an advertisement is displayed. We use a direct
sales force to sell advertising to companies and advertising agencies.          

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    Our e-commerce agreements and offerings generally include advertising on
our Web sites, bounties for new customers or revenue sharing for sales made by  
the e-commerce vendors as a result of links from our network, or in some cases  
combinations of advertising, bounties and revenue sharing. We recognize the     
advertising component of these agreements ratably in the period the advertising 
is displayed, provided that no significant company obligations remain and       
collection of the remaining receivable is probable. We recognize the revenue    
sharing component of these agreements as revenue in the period that the         
underlying sales are made by the e-commerce vendor.                             

  Our seminars generate revenues from attendee registrations, as well as
from advertiser and vendor sponsorships. Proceeds from the sale of attendee     
registrations and advertiser and vendor sponsorships are deferred and recognized
as revenue at the time the seminars are held.                                   

   Paid subscription services relate to customer subscriptions to our paid
e-mail newsletters and services, Internet Stock Report's Monthly HotWatch,      
Internet StockTracker, SearchEngineWatch and certain sections of Wall Street    
Research Net, which are sold through our network and through affiliate          
relationships. Revenue from subscriptions is recognized ratably over the        
subscription period. Deferred revenues relate to the portion of collected       
subscription fees which has not yet been recognized as revenue.                 

     Through a third-party agent, we currently offer for rental our permission
based opt-in e-mail list names relating to over 80 Internet-specific topics.    
Members of our community of Internet users volunteer, or "opt in", to be        
included on these lists to receive e-mail product offerings and information     
relevant to their Internet interests. Subscribers to these permission based     
opt-in e-mail lists receive e-mail announcements of special offers relating to  
each topic subscribed. We generate revenues on a per use basis for the rental of
our list names. Revenue from permission based opt-in list rentals is recognized 
at the time of use by the renter.                                               

    Our licensing agreements vary in structure, with internet.com generating
fixed fees, royalties or both for access to our editorial content, brands or    
software. We generally license our editorial content, brands and software to    
offline and online media companies.                                             

Online press release distribution revenues are generated through    
INTERNETNEWSBUREAU.COM, which we acquired in October 1999. We distribute e-mail 
based press releases to over 4,000 registered journalists. Revenues from this   
service has been minimal to date.                                               

 Venture fund management fees relate to management fees earned for the
day-to-day operation and general management of internet.com Venture Fund I LLC  
and internet.com Venture Fund II LLC. Management fees are recognized ratably    
over the period the services are rendered. In addition, internet.com is entitled
to 20% of the realized gains earned from portfolio investments, which are       
recognized at the time of distribution from the venture capital funds.          

     From July 1995 through February 23, 2000, we have made 50 acquisitions of
Internet media properties, consisting of 64 Web sites, 45 e-mail newsletters, 77
online discussion forums and 63 moderated e-mail discussion lists. We expect to 
continue to pursue strategic acquisitions to strengthen our content offerings   
and services. All of internet.com's acquisitions have been accounted for as     
purchases. Consequently, as of December 31, 1999, we had $38.5 million of       
goodwill, net, which is being amortized over three years.                       

    We have sustained losses on a quarterly and annual basis in the past. We
expect to incur significantly higher costs, particularly advertising, promotion 
and selling expense, to grow our business. As a result, we expect to incur      
significant operating losses for the foreseeable future and because costs are   
largely fixed in the short term, we expect to be vulnerable to significant      
fluctuations in operating losses if actual revenues fall below anticipated      
levels. Furthermore, given the rapidly evolving nature of our business and our  
limited operating history, our operating results are difficult to forecast and  
period-                                                                         

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to-period comparison of our operating results will not be meaningful and should 
not be relied upon as any indication of future performance. Due to these and    
other factors, many of which are outside our control, quarterly operating       
results may fluctuate significantly in the future.                              

RESULTS OF OPERATIONS                                                           

     Costs have been allocated to the iWorld division of Mecklermedia based on
our management's estimate of the costs attributable to its operations. Such     
allocations are not necessarily indicative of the costs that would have been    
incurred if the iWorld division of Mecklermedia had been a stand-alone entity.  
The following table sets forth certain statement of operations data as a        
percentage of revenues for the periods indicated:                               

                                                        [Enlarge/Download Table]


                                                                        PERCENTAGE OF REVENUES                          
                                                 -----------------------------------------------------------------------
                                                     FISCAL YEAR ENDED           OCT. 1       NOV. 24       YEAR        
                                                 ---------------------------    THROUGH       THROUGH       ENDED       
                                                   SEPT. 30,     SEPT. 30,      NOV. 23,      DEC. 31,     DEC. 31,     
                                                   1997 (1)      1998 (1)       1998 (1)      1998 (2)     1999 (2)     
                                                 ------------ -------------- ------------- ------------- ---------------
STATEMENT OF OPERATIONS DATA:                                                                                           
                                                                                                                        
 Revenues.....................................  .    100%          100%          100%          100%          100%       
 Cost of revenues..............................       79            61            59            52            52        
                                                 ------------ -------------- ------------- ------------- ---------------
 Gross profit..................................       21            39            41            48            48        
                                                 ------------ -------------- ------------- ------------- ---------------
Operating expenses:                                                                                                     
   Advertising, promotion and selling..........       60            40            57            31            47        
   General and administrative..................       51            38            25            58            28        
   Depreciation................................       22            12             8             2             4        
   Amortization................................       34            26            11            82            61        
   Non-cash compensation charge................        -             -             -             -            50        
                                                 ------------ -------------- ------------- ------------- ---------------
       Total operating expenses................      167           116           101           173           190        
                                                 ------------ -------------- ------------- ------------- ---------------
Operating loss.................................     (146)          (77)          (60)         (125)         (142)       
                                                 ------------ -------------- ------------- ------------- ---------------
Interest income (expense), net.................        -             -             -            (1)            4        
                                                 ------------ -------------- ------------- ------------- ---------------
Net loss.......................................     (146)%         (77)%         (60)%        (126)%        (138)%      
                                                 ============ ============== ============= ============= ===============


------------------                                                              
(1) Represents the financial data of the iWorld division of Mecklermedia        
Corporation.                                                            
(2) Represents the financial data of internet.com.                              

YEAR ENDED DECEMBER 31, 1999                                                    

 REVENUES. Revenues were $16.1 million for the year ended December 31,
1999. Revenue related to advertising on our network of Web sites e-mail         
newsletters, online discussion forums and moderated e-mail discussion lists.    
While we anticipate that advertising revenues will continue to represent a      
substantial majority of our revenues for the foreseeable future, we believe that
revenues from e-commerce agreements and offerings, seminars, paid subscription  
services, permission based opt-in e-mail list rentals, licensing, online press  
release distribution services and venture fund management fees will expand and  
diversify our future revenue streams.                                           

COST OF REVENUES. Cost of revenues primarily consists of expenses   
associated with editorial, communications infrastructure and Web site hosting.  
Cost of revenues was $8.4 million for the year ended December 31, 1999. As a    
percentage of revenues, cost of revenues was 52% for the year ended December 31,
1999. We anticipate that our cost of revenues will continue to increase in      
absolute dollars as we continue to strengthen our existing content offerings and
services. We anticipate hiring additional editorial, technology and operations  
personnel, as well as freelance contributors, as we acquire additional Web      
sites, e-mail newsletters, online discussion forums and moderated e-mail        
discussion lists and expand our proprietary content.                            

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  ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling
expenses primarily consist of costs related to sales and marketing staff, sales 
commissions and promotion costs. Advertising, promotion and selling expenses    
were $7.5 million for the year ended December 31, 1999. As a percentage of      
revenues, advertising, promotion and selling expenses were 47% for the year     
ended December 31, 1999. We anticipate that our advertising, promotion and      
selling expenses will continue to increase in absolute dollars, primarily due to
our planned hiring of additional sales personnel in an effort to increase our   
advertising sales as well as increased expenses for the promotion of our content
offerings and services to our community of Internet users, advertisers and      
vendors.                                                                        

     GENERAL AND ADMINISTRATIVE. General and administrative expenses primarily
consist of salaries, professional fees and facilities costs. General and        
administrative expenses were $4.4 million for the year ended December 31, 1999. 
As a percentage of revenues, general and administrative expenses were 28% for   
the year ended December 31, 1999. We expect that our general and administrative 
expenses will continue to increase in absolute dollars, but these expenses are  
expected to decrease as a percentage of revenues. We anticipate hiring          
additional personnel and incurring additional costs related to investor         
relations programs and professional services fees.                              

     DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$673,000 for the year ended December 31, 1999. As a percentage of revenues,     
depreciation of property and equipment was 4% for the year ended December 31,   
1999. Amortization of intangibles was $9.8 million for the year ended December  
31, 1999. As a percentage of revenues, amortization of intangibles was 61% for  
the year ended December 31, 1999. We anticipate that depreciation and           
amortization will continue to increase as we acquire additional Web sites,      
e-mail newsletters, online discussion forums, moderated e-mail discussion lists 
and other online businesses. We also anticipate increasing our capital          
expenditures to support the current and expected growth of our business.        

    NON-CASH COMPENSATION CHARGE. In March 1999, internet.com LLC granted 4%
of its total membership units at the time to certain of its employees. As these 
membership units vested upon the completion of our initial public offering in   
June 1999, internet.com recorded an $8.0 million compensation charge concurrent 
with the completion of our initial public offering on June 25, 1999.            

     INTEREST INCOME (EXPENSE), NET. Interest income, net of interest expense,
was $688,000 for the year ended December 31, 1999.                              

PERIOD FROM NOVEMBER 24, 1998 THROUGH DECEMBER 31, 1998                         

   REVENUES.  Revenues were $772,000 for the period from November 24, 1998
through December 31, 1998.                                                      

COST OF REVENUES. Cost of revenues was $403,000 for the period from 
November 24, 1998 through December 31, 1998. As a percentage of revenues, cost  
of revenues was 52% for the period from November 24, 1998 through December 31,  
1998.                                                                           

  ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling
expenses were $239,000 for the period from November 24, 1998 through December   
31, 1998. As a percentage of revenues, advertising, promotion and selling       
expenses were 31% for the period from November 24, 1998 through December 31,    
1998.                                                                           

GENERAL AND ADMINISTRATIVE. General and administrative expenses were
$449,000 for the period from November 24, 1998, through December 31, 1998. As a 
percentage of revenues, general and administrative expenses were 58% for the    
period from November 24, 1998 through December 31, 1998.                        

     DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$15,000 for the period from November 24, 1998 through December 31, 1998. As a   
percentage of revenues, depreciation                                            

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of property and equipment was 2% for the period from November 24, 1998 through  
December 31, 1998. Amortization of intangibles was $632,000 for period from     
November 24, 1998 through December 31, 1998. As a percentage of revenues,       
amortization of intangibles was 82% for the period from November 24, 1998       
through December 31, 1998.                                                      

     INTEREST INCOME (EXPENSE), NET. Interest expense, net of interest income,
related to borrowings under our line of credit was $8,000 for the period from   
November 24, 1998 through December 31, 1998.                                    

PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998                           

 REVENUES.  Revenues were $778,000 for the period from October 1, 1998
through November 23, 1998.                                                      

COST OF REVENUES. Cost of revenues was $456,000 for the period from 
October 1, 1998 through November 23, 1998. As a percentage of revenues, cost of 
revenues was 59% for the period from October 1, 1998 through November 23, 1998. 

  ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling
expenses were $441,000 for the period from October 1, 1998 through November 23, 
1998. As a percentage of revenues, advertising, promotion and selling expenses  
were 57% for the period from October 1, 1998 through November 23, 1998.         

GENERAL AND ADMINISTRATIVE. General and administrative expenses were
$195,000 for the period from October 1, 1998 through November 23, 1998. As a    
percentage of revenues, general and administrative expenses were 25% for the    
period from October 1, 1998 through November 23, 1998.                          

     DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$67,000 for the period from October 1, 1998 through November 23, 1998. As a     
percentage of revenues, depreciation of property and equipment was 8% for the   
period from October 1, 1998 through November 23, 1998. Amortization of          
intangibles was $86,000 for the period from October 1, 1998 through November 23,
1998. As a percentage of revenues, amortization of intangibles was 11% for the  
period from October 1, 1998 through November 23, 1998.                          

FISCAL YEARS ENDED SEPTEMBER 30, 1997 AND 1998                                  

 REVENUES. Revenues were approximately $1.5 million for the year ended
September 30, 1997 and $3.5 million for the year ended September 30, 1998,      
representing increases of 140% from fiscal 1997 to fiscal 1998. The 140%        
increase from fiscal 1997 to fiscal 1998 was primarily due to an increase in    
banner advertising from a growing number of advertisers as well as new revenue  
from e-commerce and licensing agreements.                                       

     COST OF REVENUES. Cost of revenues was approximately $1.2 million for the
year ended September 30, 1997 and $2.2 million for the year ended September 30, 
1998, representing increases of 85% from fiscal 1997 to fiscal 1998. These      
increases were primarily due to the increased payroll costs for editorial,      
technology and operations personnel to support the current and anticipated      
future growth of our network. As a percentage of revenues, cost of revenues was 
79% for the year ended September 30, 1997 and 61% for the year ended September  
30, 1998.                                                                       

  ADVERTISING, PROMOTION AND SELLING. Advertising, promotion and selling
expenses were $881,000 for the year ended September 30, 1997 and approximately  
$1.4 million for the year ended September 30, 1998, representing increases of   
60% from fiscal 1997 to fiscal 1998. These increases were primarily due to the  
hiring of additional advertising sales personnel and related sales commissions. 
As a percentage of revenues, advertising, promotion and selling expenses were   
60% for the year ended September 30, 1997 and 40% for the year ended September  
30, 1998.                                                                       

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GENERAL AND ADMINISTRATIVE. General and administrative expenses were
$751,000 for the year ended September 30, 1997 and approximately $1.3 million   
for the year ended September 30, 1998, representing increases of 80% from fiscal
1997 to fiscal 1998. These increases were due primarily to increases in payroll 
for administrative personnel and professional fees to support the growth of our 
business and an increase in bad debt expense. As a percentage of revenues,      
general and administrative expenses were 51% for the year ended September 30,   
1997 and 38% for the year ended September 30, 1998.                             

     DEPRECIATION AND AMORTIZATION. Depreciation of property and equipment was
$326,000 for the year ended September 30, 1997 and $429,000 for the year ended  
September 30, 1998, representing increases of 32% from fiscal 1997 to fiscal    
1998. These increases were primarily due to our increased capital expenditures  
which were required to support the current and anticipated future growth of our 
network. As a percentage of revenues, depreciation expense was 22% for the year 
ended September 30, 1997 and 12% for the year ended September 30, 1998.         
Amortization of intangible assets was $505,000 for the year ended September 30, 
1997 and $920,000 for the year ended September 30, 1998, representing increases 
of 82% from fiscal 1997 to fiscal 1998. These increases were primarily due to   
our acquisitions of Web sites, e-mail newsletters, online discussion forums and 
moderated e-mail discussion lists. As a percentage of revenues, amortization    
expense was 34% for the year ended September 30, 1997 and 26% for the year ended
September 30, 1998.                                                             

LIQUIDITY AND CAPITAL RESOURCES                                                 

   Since inception, we have funded operations primarily with cash from our
initial public offering, borrowings under a line of credit and the capital      
contributions of members of internet.com LLC and proceeds. On June 25, 1999, we 
completed our initial public offering of 3,400,000 shares of our common stock at
$14.00 per share. Net proceeds to internet.com aggregated approximately $43.0   
million (net of underwriters' commission and offering expenses of $4.7 million).
On June 30, 1999, internet.com paid the outstanding balance under its line of   
credit of approximately $5.0 million and terminated the line of credit.         

   As of December 31, 1999, internet.com had total current assets of $23.9
million and total current liabilities of $12.0 million, or working capital of   
$11.9 million.                                                                  

    Net cash used in operating activities was approximately $1.1 million for
the year ended September 30, 1997, $1.8 million for the year ended September 30,
1998, $1.4 million for the period from October 1, 1998 through November 23,     
1998, $612,000 from November 24, 1998 through December 31, 1998 and $3.5 million
for the year ended December 31, 1999. Net cash used in operating activities was 
primarily a result of our net losses adjusted for a non-cash compensation       
charge, depreciation and amortization, and increases in accounts receivable and 
prepaid expenses, offset by an increase in accounts payable, accrued expenses   
and deferred revenues.                                                          

    Net cash used in investing activities was approximately $2.4 million for
the year ended September 30, 1997, $5.0 million for the year ended September 30,
1998, $2.5 million for the period from October 1, 1998 through November 23,     
1998, $1.1 million from November 24, 1998 through December 31, 1998 and $25.0   
million for the year ended December 31, 1999. Net cash used in investing        
activities was primarily a result of acquisitions of Web sites and related      
Internet media properties and capital expenditures.                             

    Net cash provided by financing activities was approximately $3.5 million
for the year ended September 30, 1997, $6.8 million for the year ended September
30, 1998, $3.9 million for the period from October 1, 1998 through November 23, 
1998, $1.9 million from November 24, 1998 through December 31, 1998, and $46.3  
million for the year ended December 31, 1999. Net cash provided by              

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financing activities was a result of our initial public offering, borrowings    
under our line of credit, a private placement of equity securities and          
contributions from Mecklermedia.                                                

    Capital expenditures were $546,000 for the period from November 24, 1998
through December 31, 1998 and $2.5 million for the year ended December 31, 1999.
We anticipate that we will increase our capital expenditures consistent with our
anticipated growth in operations, infrastructure and personnel.                 

THE YEAR 2000 ISSUE                                                             

 The Year 2000 issue was the result of computer programs being written
using two digits rather than four digits to define the applicable year. Any     
programs that have time-sensitive software may have recognized a date using "00"
as the year 1900 rather than the year 2000. If not remedied, this could have    
resulted in system failure or miscalculations.                                  

      internet.com assessed the impact of the Year 2000 on its computer systems,
both hardware and software, and developed a plan to timely address its Year 2000
issue. internet.com spent approximately $100,000 in the execution of its Year   
2000 plan. Such expenditures were charged to expense as incurred. To date there 
have been no material adverse consequences, nor does internet.com believe that  
there will be any future material adverse consequences to internet.com's        
business, operations, or financial condition from the Year 2000 issue. However, 
there can be no assurances that failure to address the Year 2000 issue by a     
third party, on which internet.com's systems rely, will not have a material     
adverse effect on internet.com.                                                 

RECENT ACCOUNTING PRONOUNCEMENTS                                                

 In June 1998 the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"),           
"Accounting for Derivative Instruments and Hedging Activities", subsequently    
amended by SFAS No. 137, which is effective for all fiscal quarters of fiscal   
years beginning after June 15, 2000. SFAS No. 133 requires that all derivative  
financial instruments, such as interest rate swap contracts and foreign exchange
contracts, be recognized in the financial statements and measured at fair value 
regardless of the purpose or intent for holding them. Changes in the fair value 
of derivative financial instruments are either recognized periodically in income
or stockholders' equity, depending on whether the derivative is being used to   
hedge changes in fair value or cash flows. The adoption of SFAS 133 is not      
expected to have a material effect on internet.com's financial statements.      

  In January 2000, the Emerging Issues Task Force reached a consensus on
Issue No. 99-17, "Accounting for Advertising Barter Transactions," to be        
effective for transactions entered into after January 20, 2000. The consensus   
states that advertising barter transactions should be accounted for at fair     
value and the fair value recognized disclosed in the financial statements, if   
there is verifiable objective evidence provided by sufficient cash transactions 
received by the seller of the advertising or similar advertising. Accordingly,  
internet.com will record the financial statement effects of barter transactions 
at their estimated fair value, prospectively, beginning in January 2000.        

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RECENT DEVELOPMENTS                                                             

      On February 1, 2000, internet.com completed a follow-on public offering of
3,750,000 shares of common stock priced at $60.00 per share; of which 1,750,000 
shares, were sold by internet.com and 2,000,000 shares were sold by Penton      
Media, Inc.                                                                     

    In January and February 2000, internet.com made eight acquisitions which
were accounted for as purchases. Five of these acquisitions provided for        
contingent payments to be made after the acquisition dates based upon the       
achievement of certain objectives. The acquired Web sites and related Internet  
media properties had minimal tangible assets and the goodwill is being amortized
over its estimated useful life of three years.                                  

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS             

We have no derivative financial instruments or derivative commodity 
instruments in our cash and cash equivalents. We have invested our net proceeds 
from our follow-on public offering on February 1, 2000 in short-term,           
interest-bearing, investment grade securities. Our transactions are generally   
conducted, and our accounts are denominated, in United States dollars.          
Accordingly, we are not exposed to significant foreign currency risk.           

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                            

INTERNET.COM CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]


                                                                                             PAGE

                                                                                                 
Report of Independent Public Accountants....................................................  35 
Consolidated Balance Sheets as of December 31, 1998 and 1999................................  36 
Consolidated Statements of Operations for the Period from Inception (November 24, 1998)          
    through December 31, 1998 and for the Year Ended December 31, 1999......................  37 
Consolidated Statements of Changes in Stockholders' Equity for the Period from Inception         
    (November 24, 1998) through December 31, 1998 and for the Year Ended December 31, 1999..  38 
Consolidated Statements of Cash Flows for the Period from Inception (November 24, 1998)          
    through December 31, 1998 and for the Year Ended December 31, 1999......................  39 
Notes to Consolidated Financial Statements..................................................  40 


 IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)
 INDEX TO FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]


                                                                                              PAGE
                                                                                                  
Report of Independent Public Accountants....................................................   53 
Balance Sheets as of September 30, 1997 and 1998............................................   54 
Statements of Operations for the Years ended September 30, 1997 and 1998 and for the Period       
    from October 1, 1998 through November 23, 1998..........................................   55 
Statements of Changes in Division Equity for the Years ended September 30, 1997 and 1998 and      
    for the Period from October 1, 1998 through November 23, 1998...........................   56 
Statements of Cash Flows for the Years ended September 30, 1997 and 1998 and for the Period       
    from October 1, 1998 through November 23, 1998..........................................   57 
Notes to Financial Statements...............................................................   58 


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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of internet.com Corporation:                          

We have audited the accompanying consolidated balance sheets of     
internet.com Corporation (a Delaware Corporation) as of December 31, 1998 and   
1999, and the related consolidated statements of operations, changes in         
stockholders' equity and cash flows for the period from inception (November 24, 
1998) through December 31, 1998 and for the year ended December 31, 1999. These 
financial statements are the responsibility of the Company's management. Our    
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of internet.com Corporation as 
of December 31, 1998 and 1999, and the results of its operations and its cash   
flows for the period from inception (November 24, 1998) through December 31,    
1998 and for the year ended December 31, 1999, in conformity with generally     
accepted accounting principles.                                                 

 ARTHUR ANDERSEN LLP

Stamford, Connecticut                                                           
January 20, 2000                                                                

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INTERNET.COM CORPORATION

 CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1998 AND 1999

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]


                                                                                 DECEMBER 31,     DECEMBER 31,   
                                     ASSETS                                         1998              1999       
                                                                               ---------------- -----------------
CURRENT ASSETS:                                                                                                  
                                                                                                                 
   Cash and cash equivalents.................................................       $   129          $ 17,943    
   Accounts receivable, net of allowances of $42 and $712, respectively......         1,723             5,568    
   Prepaid expenses and other................................................           120               347    
                                                                               ---------------- -----------------
                Total current assets.........................................         1,972            23,858    

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $15 and $688,                                         
    respectively.............................................................         1,380             3,221    
INTANGIBLE ASSETS, net of accumulated amortization of $632 and $10,428,                                          
    respectively.............................................................        22,332            39,086    
INVESTMENTS IN INTERNET.COM VENTURE FUNDS....................................           -               1,855    
OTHER ASSETS.................................................................           192               370    
                                                                               ---------------- -----------------
                Total assets.................................................       $25,876          $ 68,390    
                                                                               ================ =================
                      LIABILITIES AND STOCKHOLDERS' EQUITY                                                       

CURRENT LIABILITIES:                                                                                             
   Accounts payable..........................................................       $   482          $  1,635    
   Accrued payroll and related expenses......................................           296             1,441    
   Accrued expenses and other................................................           462             2,096    
   Accrued Web site acquisition payments.....................................           775             6,462    
   Deferred revenues.........................................................           122               403    
   Borrowings under line of credit...........................................         1,886               -      
                                                                               ---------------- -----------------
                Total current liabilities....................................         4,023            12,037    

ACCRUED WEB SITE ACQUISITION PAYMENTS........................................           -                 338    
                                                                               ---------------- -----------------
                Total liabilities............................................         4,023            12,375    

COMMITMENTS AND CONTINGENCIES................................................           -                 -      

STOCKHOLDERS' EQUITY:                                                                                            
   Preferred stock, $.01 par value, 4,000,000 shares authorized, no shares                                       
      issued and outstanding.................................................           -                 -      
   Common stock, $.01 par value, 75,000,000 shares authorized, 16,215,891 and                                    
      23,334,520 shares issued and outstanding at December 31, 1998 and 1999,                                    
      respectively...........................................................           162               233    
Additional paid-in capital...................................................        22,665            70,917    
Accumulated deficit..........................................................          (974)          (15,135)   
                                                                               ---------------- -----------------
                Total stockholders' equity...................................        21,853            56,015    
                                                                               ---------------- -----------------
                Total liabilities and stockholders' equity...................       $25,876          $ 68,390    
                                                                               ================ =================


 See notes to consolidated financial statements.

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INTERNET.COM CORPORATION

 CONSOLIDATED STATEMENTS OF OPERATIONS

 FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH
DECEMBER 31, 1998 AND FOR THE YEAR ENDED DECEMBER 31, 1999

 (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                        [Enlarge/Download Table]


                                                                                   INCEPTION                        
                                                                                 (NOVEMBER 24,                      
                                                                                     1998)               YEAR       
                                                                                    THROUGH              ENDED      
                                                                                  DECEMBER 31,        DECEMBER 31,  
                                                                                     1998                1999       
                                                                              -------------------- -----------------
                                                                                                                    
REVENUES.....................................................................      $   772           $ 16,085       
COST OF REVENUES.............................................................          403              8,366       
                                                                              -------------------- -----------------
GROSS PROFIT.................................................................          369              7,719       
                                                                              -------------------- -----------------
OPERATING EXPENSES:                                                                                                 
   Advertising, promotion and selling........................................          239              7,545       
   General and administrative................................................          449              4,434       
   Depreciation..............................................................           15                673       
   Amortization..............................................................          632              9,796       
   Non-cash compensation charge..............................................          -                7,975       
                                                                              -------------------- -----------------
 Total operating expenses....................................................        1,335             30,423       
                                                                              -------------------- -----------------
OPERATING LOSS...............................................................         (966)           (22,704)      
INTEREST INCOME (EXPENSE), NET...............................................           (8)               688       
                                                                              -------------------- -----------------
NET LOSS.....................................................................      $  (974)          $(22,016)      
                                                                              -------------------- -----------------
BASIC AND DILUTED LOSS PER SHARE.............................................      $ (0.06)          $  (1.08)      
                                                                              ==================== =================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES.....................................       16,216             20,335       
                                                                              ==================== =================


 See notes to consolidated financial statements.

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INTERNET.COM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH
DECEMBER 31, 1998 AND FOR THE YEAR ENDED DECEMBER 31, 1999

(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                                        [Enlarge/Download Table]


                                              COMMON STOCK              ADDITIONAL                            TOTAL      
                                   --------------------------------      PAID-IN         ACCUMULATED      STOCKHOLDERS'  
                                         SHARES        AMOUNT            CAPITAL           DEFICIT            EQUITY     
                                   --------------- ---------------- --------------- ------------------ ------------------
BALANCE AT INCEPTION                                                                                                     
                                                                                                                         
   (NOVEMBER 24, 1998)..........      16,215,891          $ 162           $22,665       $    -              $ 22,827     
   Net loss.....................             -               -                -             (974)               (974)    
                                   --------------- ---------------- --------------- ------------------ ------------------
BALANCE AT                                                                                                               
   DECEMBER 31, 1998............      16,215,891            162            22,665           (974)             21,853     
   Proceeds from private placement       908,475              9             2,232            -                 2,241     
   Issuance of management shares         725,000              7             7,968            -                 7,975     
   Conversion of internet.com LLC                                                                                        
      to internet.com Corporation            -               -               (974)           974                 -       
   Exercise of warrant..........       2,075,634             21             2,979            -                 3,000     
   Proceeds from initial public                                                                                          
      offering..................       3,400,000             34            42,795            -                42,829     
   Exercise of stock options....           9,520             -                133            -                   133     
   Net loss.....................             -               -             (6,881)       (15,135)            (22,016)    
                                   --------------- ---------------- --------------- ------------------ ------------------
BALANCE AT                                                                                                               
   DECEMBER 31, 1999............      23,334,520          $ 233           $70,917       $(15,135)           $ 56,015     
                                   =============== ================ =============== ================== ==================


NOTE:                                                                           

Immediately prior to the closing of its initial public offering,    
internet.com LLC converted its business form to a corporation. This             
reorganization was effected by merging internet.com LLC into a newly-formed     
Delaware corporation called internet.com Corporation. Each member of            
internet.com LLC received shares of internet.com Corporation common stock in    
exchange for their membership units at a rate of 16,215.891 shares per          
membership unit. All share and per share data have been retroactively adjusted  
to reflect the reorganization. The net losses for the year ended December 31,   
1999 have been charged to additional paid-in capital to the extent the loss     
related to the period prior to the initial public offering.                     

 See notes to consolidated financial statements.

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INTERNET.COM CORPORATION

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH
DECEMBER 31, 1998 AND FOR THE YEAR ENDED DECEMBER 31, 1999

(IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                                                       INCEPTION                       
                                                                                     (NOVEMBER 24,                     
                                                                                     1998) THROUGH        YEAR ENDED   
                                                                                     DECEMBER 31,        DECEMBER 31,  
                                                                                         1998                1999      
                                                                                --------------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                  
                                                                                                                       
   Net loss..................................................................          $ (974)            $(22,016)    
   Adjustments to reconcile net loss to net cash used in operating activities:                                         
          Depreciation and amortization......................................             647               10,469     
          Provision for losses on accounts receivable........................              42                  670     
          Non-cash compensation charge.......................................             -                  7,975     
   Changes in current assets and liabilities:                                                                          
          Accounts receivable, net ..........................................            (595)              (4,193)    
          Prepaid expenses and other ........................................             (23)                (467)    
          Accounts payable and accrued expenses..............................             217                3,866     
          Deferred revenues..................................................              74                  232     
                                                                                --------------------- -----------------
               Net cash used in operating activities.........................            (612)              (3,464)    
                                                                                --------------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                  
   Additions to property and equipment.......................................            (546)              (2,514)    
   Acquisitions of Web sites, related Internet media properties and other....            (599)             (20,670)    
   Investment in internet.com Venture Funds..................................             -                 (1,855)    
                                                                                --------------------- -----------------
               Net cash used in investing activities.........................          (1,145)             (25,039)    
                                                                                --------------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                  
   Proceeds from issuance of common stock, net...............................             -                 45,070     
   Proceeds from exercise of warrant.........................................             -                  3,000     
   Proceeds from exercise of stock options...................................             -                    133     
   Borrowings under line of credit...........................................           1,886                4,670     
   Payments for line of credit...............................................             -                 (6,556)    
                                                                                --------------------- -----------------
               Net cash provided by financing activities.....................           1,886               46,317     
                                                                                --------------------- -----------------
Net change in cash and cash equivalents......................................             129               17,814     
Cash and cash equivalents, beginning of period...............................             -                    129     
                                                                                --------------------- -----------------
Cash and cash equivalents, end of period.....................................          $  129             $ 17,943     
                                                                                --------------------- -----------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:                                                                                 
   Cash paid for interest....................................................          $    8             $     92     
                                                                                ===================== =================
   Cash paid for income taxes................................................          $  -               $    -       
                                                                                ===================== =================


 See notes to consolidated financial statements.

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INTERNET.COM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 FOR THE PERIOD FROM INCEPTION (NOVEMBER 24, 1998) THROUGH
DECEMBER 31, 1998 AND FOR THE YEAR ENDED DECEMBER 31, 1999

1.  THE COMPANY                                                                 

internet.com owns and operates a leading network of integrated      
business-to-business Web sites and related Internet media properties focused    
solely on the Internet industry. As of December 31, 1999, this network of       
Internet media properties consisted of 89 Web sites, 142 e-mail newsletters, 101
online discussion forums and 76 moderated e-mail discussion lists. The network  
is organized into 12 vertical content channels to serve Internet users, which   
include Internet industry and Internet technology professionals, Web developers 
and experienced Internet users.                                                 

Since all of internet.com's product and services relate to providing
Internet-related information to Internet industry and Internet technology       
professionals, Web developers and experienced Internet users, its success is    
dependent on the continued growth of the Internet.                              

On June 25, 1999, internet.com completed an initial public offering 
("IPO") of 3,400,000 shares of common stock at $14.00 per share. Net proceeds to
internet.com aggregated approximately $42.9 million (net of underwriters'       
commissions and offering expenses of approximately $4.7 million).               

Immediately prior to the closing of its initial public offering,    
internet.com LLC converted its business form to a corporation. This             
reorganization was effected by merging internet.com LLC into a newly-formed     
Delaware corporation called internet.com Corporation.                           

    For presentation purposes the financial statements have been restated as
if internet.com had always been a corporation.                                  

2.  HISTORY                                                                     

  internet.com LLC was formed as part of the acquisition of Mecklermedia
Corporation by Internet World Media, a wholly-owned subsidiary of Penton Media  
(a publicly-owned corporation). During the negotiation of this acquisition,     
Penton Media indicated that it did not wish to retain all of iWorld Corporation,
Mecklermedia's Internet business, because it believed that the Internet business
was inconsistent with its strategic direction. However, Penton Media indicated  
that it wanted Internet World Media to maintain a minority interest in the      
Internet business due to its belief that the Internet business had the potential
to become profitable in the future. As a result, Alan M. Meckler, Mecklermedia's
Chairman and Chief Executive Officer, agreed to purchase an 80.1% interest in   
the Internet business from Internet World Media for a total of $18.0 million in 
cash and a warrant valued at $284,000 immediately following the acquisition of  
Mecklermedia by Internet World Media which imputed a purchase price of $22.8    
million. On November 24, 1998, Mecklermedia was acquired by Internet World Media
in an all-cash tender offer. Following its purchase of Mecklermedia, Internet   
World Media caused iWorld Corporation to be merged into internet.com LLC, a     
newly-formed Delaware limited liability company. Internet World Media then sold 
80.1% of its membership interest in internet.com to Alan M. Meckler (including  
four trusts for the benefit of his children) for a total of $18.0 million in    
cash and a warrant valued at $284,000. Internet World Media retained a 19.9%    
interest in internet.com LLC and a warrant to acquire up to an additional 128   
membership units in internet.com LLC (representing 2,075,634 shares of our      
common stock) for up to $3.0 million. For accounting purposes, the warrant was  
valued at $284,000 which reflected the present value of the strike price using a
risk free rate of return                                                        

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over a three year term, as compared to the cash price per share paid to Penton  
Media. This warrant was exercised by Penton Media on June 24, 1999.             

   Immediately prior to the closing of the IPO, internet.com LLC converted
its business form to a corporation. This reorganization was effected by merging 
internet.com LLC into a newly-formed Delaware corporation called internet.com   
Corporation. Each member of internet.com LLC received shares of internet.com    
Corporation common stock in exchange for their membership units at a rate of    
16,215.891 shares per membership unit. All share and per share data have been   
retroactively adjusted to reflect the reorganization.                           

     The allocation of Internet World Media's valuation, which was pushed down
to internet.com LLC, including the warrant, was as follows (in thousands):      

                                                                [Download Table]

                                                 
Accounts receivable                     $  1,170 
Prepaid expenses and other                   289 
Property and equipment                       850 
Intangible assets                         22,365 
Accounts payable                            (299)
Accrued payroll and related expenses        (136)
Accrued Web site acquisition payments       (485)
Accrued expenses and other                  (148)
Borrowings under line of credit             (685)
                                       ----------
                                        $ 22,921 
                                       ==========


3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

      PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
the accounts of internet.com, its majority owned and wholly-owned subsidiaries. 
All significant intercompany balances and transactions have been eliminated in  
consolidation.                                                                  

REVENUE RECOGNITION. internet.com barters portions of the unsold    
advertising impressions generated by its Web sites, e-mail newsletters, online  
discussion forums and moderated e-mail discussion lists for advertising and     
promotion in media properties owned by Penton Media and other third parties. In 
addition, internet.com barters a portion of unsold advertising impressions for  
equity interests in the internet.com venture funds' portfolio companies.        
internet.com did not record the effects of such barter transactions in its      
financial statements.                                                           

    internet.com generates its revenues from eight primary sources: the sale
of advertising on its Web sites, e-mail newsletters, online discussion forums   
and moderated e-mail discussion lists; e-commerce agreements; seminars,         
subscriptions to paid e-mail newsletters; permission based opt-in e-mail list   
rentals; licensing of editorial content, brands and software; online press      
release distribution services and venture fund management fees.                 

             ADVERTISING REVENUES. Advertising revenue is recognized ratably
in the period the advertising is displayed, provided that no  
        significant company obligations remain and collection of the resulting
receivable is probable. Company obligations typically include 
     guarantees of a minimum number of advertising impressions, or times
      that an advertisement is viewed by users of internet.com's Web sites
and related Internet media properties.                        

            E-COMMERCE REVENUES. E-commerce agreements generally include a
        fixed fee for advertising and/or revenue sharing for sales made by the
      e-commerce vendors. The advertising component of these agreements is
         recognized ratably in the period the advertising is displayed, provided
      that no significant company obligations remain and collection of the
remaining                                                     

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receivable is probable. The revenue sharing component of these
       agreements is recognized as revenue in the period that the underlying
sale is made by the e-commerce vendor.                        

             SEMINARS. Seminar revenue relates to registration fees received
    from attendees at our offline seminars, as well as advertisers and
       vendor sponsorships. Revenue for seminars is recognized in the period
       in which the seminar is held. Deferred revenues relate to the portion
  of collected seminar registration fees and advertiser and vendor
        sponsorships that have been collected prior to the commencement of the
seminars.                                                     

         PAID SUBSCRIPTION REVENUES. Subscription revenue relates to
     customer subscriptions to our paid e-mail newsletters. Revenue from
   subscriptions is recognized ratably over the subscription period.
        Deferred revenues relate to the portion of collected subscription fees
which have not yet been recognized as revenue.                

             PERMISSION BASED OPT-IN E-MAIL LIST RENTAL REVENUES. Permission
      based opt-in e-mail list revenue relates to customer subscription to
 our opt-in e-mail lists through a third party agent. Revenue is
       recorded on a per use basis for the rental of our list names. Revenue
        from permission based opt-in list rentals is recognized at the time of
the use by the renter.                                        

      LICENSING REVENUES.  The licensing agreements vary, with
        internet.com generating fixed fees and royalties for monthly access to
       editorial content, brands and software produced by internet.com. Such
amounts are recognized as revenue in the month earned.        

              ONLINE PRESS RELEASE DISTRIBUTION SERVICES. Online press release
    distribution revenues are generated through INTERNETNEWSBUREAU.COM
     which we acquired in October 1999. We distribute e-mail based press
  releases to over 4,000 registered journalists. Revenue from this
      service is recorded on a per use basis and recognized at the time of
distribution.                                                 

               VENTURE FUND MANAGEMENT FEES. Venture fund management fees relate
    to management fees earned for the day-to-day operation and general
        management of internet.com Venture Fund I LLC and internet.com Venture
         Fund II LLC. Management fees are recognized ratably over the period the
        services are rendered. In addition, internet.com is entitled to 20% of
         the realized gains from the portfolio investments, which are recognized
at the time of distribution from the venture funds.           

      USE OF ESTIMATES IN THE FINANCIAL STATEMENTS. The preparation of financial
statements in conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the reported amounts of revenues and expenses during 
the reporting period. Actual results could differ from those estimates.         

CONCENTRATION OF CREDIT RISK. Financial instruments that potentially
subject internet.com to a significant concentration of credit risk consist      
primarily of cash and accounts receivable. internet.com deposits the majority of
its cash with a single financial institution. Most of internet.com's accounts   
receivable as of December 31, 1998 and 1999 are from Internet-related           
businesses.                                                                     

    At December 31, 1998 and 1999, three customers accounted for 38% and 20%
of accounts receivable, respectively. For the period from inception (November   
24, 1998) through December 31, 1998, and for the year ended December 31, 1999,  
one customer accounted for 25% and 10% of revenues, respectively.               

CASH AND CASH EQUIVALENTS. internet.com considers all highly liquid 
investments purchased with original maturities of three months or less to be    
cash equivalents. At December 31, 1998 and 1999, internet.com had no investments
with maturities greater than three months.                                      

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     FINANCIAL INSTRUMENTS. The recorded amounts of financial instruments such
as cash and cash equivalents, accounts receivable, accounts payable and debt    
approximate their fair values due to their short maturities.                    

      PROPERTY AND EQUIPMENT. Depreciation of computer equipment and software is
provided for by the straight-line method over estimated useful lives ranging    
from three to five years. Depreciation of furniture, fixtures and equipment is  
provided for by the straight-line method over estimated useful lives ranging    
from five to ten years. Leasehold improvements are amortized over the shorter of
their useful lives or the lease term.                                           

  Maintenance and repair expenditures are charged to appropriate expense
accounts in the period incurred; replacements, renewals and betterments are     
capitalized. Upon the sale or other disposition of property, the cost and       
accumulated depreciation of such properties are eliminated from the accounts and
the gains or losses thereon are reflected in operations.                        

   INTANGIBLE ASSETS. Intangible assets, primarily consisting of goodwill,
are being amortized using the straight-line method over three years.            

IMPAIRMENT OF LONG-LIVED ASSETS. Long-lived assets and certain      
identifiable intangibles are reviewed for impairment whenever events or changes 
in circumstances indicate that the carrying amount of an asset may not be       
recoverable. An impairment loss is recognized when the sum of undiscounted      
expected future cash flows is less than the carrying amount of such assets. The 
measurement for such impairment loss is based on the fair value of the assets.  
internet.com believes no such impairment exists as of December 31, 1999.        

  INVESTMENTS IN INTERNET.COM VENTURE FUNDS. Investments in internet.com
venture capital funds are accounted for at cost. These investments are reviewed 
whenever events or changes in circumstances indicate that the carrying amount of
these investments may not be recoverable. Since these investments do not have a 
readily determinable fair value, the valuation of these investments is subject  
to uncertainty.                                                                 

ACCRUED WEB SITE ACQUISITION PAYMENTS. Accrued Web site acquisition 
payments consist of future amounts payable under purchase agreements for Web    
sites and related Internet media properties.                                    

     ADVERTISING EXPENSE. internet.com expenses advertising costs as incurred.
Advertising expense was $44,000 and $670,000 for the period from inception      
(November 24, 1998) through December 31, 1998 and for the year ended December   
31, 1999, respectively.                                                         

   WEB SITE DEVELOPMENT COSTS. Web site development costs include expenses
incurred by internet.com to develop, enhance, manage, monitor and operate our   
Web sites. Web site development costs are expensed as incurred.                 

    INCOME TAXES. internet.com accounts for income taxes using the asset and
liability method. Deferred tax assets and liabilities are recognized for the    
future tax consequences attributable to differences between the financial       
statement carrying amounts of existing assets and liabilities and their         
respective tax bases. Deferred tax assets and liabilities are measured using    
enacted tax rates expected to apply to taxable income in the years in which     
those temporary differences are expected to be recovered or settled. The effect 
on deferred income tax assets and liabilities of changes in tax rates is        
recognized in income in the period that includes the enactment date. Valuation  
allowances will be established when necessary to reduce deferred tax assets to  
the amount expected to be realized.                                             

    STOCK BASED COMPENSATION. internet.com grants to certain employees stock
options with an exercise price equal to the fair value of the shares at the date
of grant. internet.com accounts for stock option grants in accordance with APB  
Opinion 25, "Accounting for Stock Issued to Employees," and, accordingly,       
recognizes no compensation expense for such grants.                             

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  In October 1995, Statement of Financial Accounting Standard "SFAS" No.
123, "Accounting for Stock-Based Compensation", was issued. As permitted under  
the provisions of SFAS No. 123, internet.com has not changed its method of      
accounting for stock-based compensation; however, SFAS No. 123 requires         
additional footnote disclosures relating to the effect of using a fair value    
based method of accounting for stock-based compensation cost.                   

    RECENT ACCOUNTING PRONOUNCEMENTS. In June 1998, the Financial Accounting
Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and 
Hedging Activities", subsequently amended by SFAS No. 137, to be effective for  
all fiscal quarters of fiscal years beginning after June 15, 2000. SFAS No. 133 
requires that all derivative financial instruments, such as interest rate swap  
contracts and foreign exchange contracts, be recognized in the financial        
statements and measured at fair value regardless of the purpose or intent for   
holding them. Changes in the fair value of derivative financial instruments are 
either recognized periodically in income or stockholders' equity, depending on  
whether the derivative is being used to hedge changes in fair value or cash     
flows. The adoption of SFAS No. 133 is not expected to have a material effect on
internet.com's financial statements.                                            

  In January 2000, the Emerging Issues Task Force reached a consensus on
Issue No. 99-17, "Accounting for Advertising Barter Transactions," to be        
effective for transactions entered into after January 20, 2000. The consensus   
states that advertising barter transactions should be accounted for at fair     
value and the fair value recognized disclosed in the financial statements, if   
there is verifiable objective evidence provided by sufficient cash transactions 
received by the seller of the advertising or similar advertising. Accordingly,  
internet.com will record the financial statement effects of barter transactions 
at their estimated fair value, prospectively, beginning in January 2000.        

4.  COMPUTATION OF NET LOSS PER SHARE                                           

 Basic loss per share is computed using the weighted average number of
common shares outstanding during the period. Dilutive loss per share is computed
using the weighted average number of common and dilutive common equivalent      
shares outstanding during the period. Common equivalent shares consist of the   
incremental common shares issuable upon the exercise of stock options. Common   
equivalent shares are excluded from the calculation if their effect is          
anti-dilutive.                                                                  

Computations of basic and diluted loss per share for the period from
inception (November 24, 1998) through December 31, 1998 and for the year ended  
December 31, 1999 are as follows (in thousands, except per share amounts):      

                                                        [Enlarge/Download Table]


                                                                   INCEPTION                       
                                                                 (NOVEMBER 24,                     
                                                                 1998) THROUGH       YEAR ENDED    
                                                               DECEMBER 31, 1998  DECEMBER 31, 1999
                                                               -----------------  -----------------
BASIC AND DILUTED NET LOSS PER SHARE                                                               
                                                                                                   
Numerator:  Net loss..........................................   $    (974)         $(22,016)      
Denominator:  Weighted average shares outstanding.............      16,216            20,335       
                                                                 -----------        ----------     
Basic and diluted loss per share..............................   $    (.06)         $  (1.08)      
                                                                 ===========        ==========     

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5.  PROPERTY AND EQUIPMENT                                                      

Property and equipment consisted of the following (in thousands):   

                                                        [Enlarge/Download Table]


                                                              DECEMBER 31,  DECEMBER 31,
                                                                  1998          1999    
                                                              ------------  ------------
                                                                                        
Computer equipment and software..............................     $1,248        $2,996  
Furniture, fixtures and equipment............................        147           654  
Leasehold improvements.......................................        -             259  
                                                              ------------  ------------
                                                                   1,395         3,909  
Less: Accumulated depreciation...............................        (15)         (688) 
                                                              ------------  ------------
Property and equipment, net..................................     $1,380        $3,221  
                                                              ============  ============


6.  INTANGIBLE ASSETS                                                           

Intangible assets consisted of the following (in thousands):        

                                                        [Enlarge/Download Table]


                                                              DECEMBER 31,  DECEMBER 31,
                                                                  1998            1999  
                                                              ------------  ------------
                                                                                        
Goodwill.....................................................  $  22,695       $ 48,752 
Trademarks...................................................        269            762 
                                                              ------------  ------------
                                                                  22,964         49,514 
Less: Accumulated amortization...............................       (632)       (10,428)
                                                              ------------  ------------
Intangible assets, net.......................................  $  22,332       $ 39,086 
                                                              ============  ============

7.  ACQUISITIONS                                                                

    From inception (November 24, 1998) through December 31, 1998 and for the
year ended December 31, 1999, internet.com made two and 19 acquisitions of Web  
sites and related Internet media properties for a total of $580,000 and $23.8   
million, respectively. These acquisitions were accounted for as purchases.      
Eighteen of these acquisitions provide for contingent payments to be made       
after the acquisition date based upon the achievement of certain objectives. The
acquired Web sites and related Internet media properties have minimal tangible  
assets or liabilities. Therefore, the entire purchase price has been recorded as
intangible assets on a preliminary basis and is being amortized over its        
estimated useful life of three years for these acquisitions. The purchase       
accounting for these acquisition will be finalized at a later date not to exceed
one year from the purchase date of each acquisition.                            

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    The unaudited pro forma information below presents results of operations
as if the 1999 acquisitions occurred at January 1, 1999. The unaudited pro forma
information is not necessarily indicative of the results of operations of the   
combined companies had these events occurred at the beginning of the period     
presented nor is it indicative of future results (in thousands, except per share
amounts):                                                                       

                                                                [Download Table]


                                                                    YEAR ENDED  
                                                                    DECEMBER 31,
                                                                        1999    
                                                                    ------------
                                                                                
Revenues.....................................................        $  18,804  
                                                                    ============
Net loss.....................................................        $ (28,107) 
                                                                    ============
Basic and diluted loss per share.............................        $   (1.38) 
                                                                    ============


8.  INVESTMENTS IN INTERNET.COM VENTURE FUNDS                                   

    Investments in internet.com venture funds consisted of the following (in
thousands):                                                                     

                                                                [Download Table]


                                                                 DECEMBER 31,  
                                                                     1999      
                                                              -----------------
                                                                               
Investment in internet.com Venture Fund I LLC................      $    700    
Investment in internet.com Venture Fund II LLC...............         1,155    
                                                              -----------------
Investments in internet.com venture funds....................      $  1,855    
                                                              -----------------


    internet.com Venture Fund I LLC ("Fund I") and internet.com Venture Fund
II LLC ("Fund II") (or collectively referred to as the "Funds") were organized  
on March 23, 1999 and September 7, 1999, respectively, as Delaware limited      
liability companies. I-Venture Management LLC, a wholly-owned subsidiary of     
internet.com, is the managing member and acts as the Funds' investment manager  
and makes all investment decisions on behalf of both Funds. internet.com is     
responsible for the day-to-day operation of the Funds.                          

The Funds' investment objective is to maximize capital appreciation 
through investments in Internet related companies that have a broad focus on    
content outside the areas of e-business and Internet technology and are believed
to have high growth potential.                                                  

  As of December 31, 1999, internet.com had a 14% and 10%, investment in
each of the Fund I and Fund II, respectively. Accordingly, internet.com accounts
for these investments on the cost basis, subject to review for impairment. As of
December 31, 1999, internet.com was fully invested in Fund I and internet.com   
had approximately $385,000 of unpaid capital commitments to Fund II that were   
called by the fund and paid to Fund II in January 2000.                         

internet.com is entitled to a 2% management fee for the day-to-day  
management of the Funds, which amounted to $107,000 for the year ended December 
31, 1999. As of December 31, 1999, amounts owed to internet.com for management  
fees were $15,000. In addition, internet.com is entitled to reimbursement for   
certain costs associated with the operations of Fund I and Fund II. These       
amounted to $30,000 and $14,000 as of December 31, 1998 and 1999, respectively. 

9.  LINE OF CREDIT                                                              

   internet.com had a $6.0 million line of credit with a bank secured by a
personal guarantee from Alan M. Meckler, Chairman and Chief Executive Officer of
internet.com. internet.com had outstanding borrowings under the line of credit  
of approximately $1.9 million as of December 31, 1998. Interest                 

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expense on this line was based on the lower of prime plus 1% or LIBOR plus .65% 
(5.7% as of December 31, 1998). On June 30, 1999, internet.com paid the         
outstanding balance under its line of credit of approximately $5.0 million and  
terminated the line of credit.                                                  

10.  PREFERRED STOCK                                                            

  On June 25, 1999, in conjunction with internet.com's IPO, internet.com
authorized the issuance of 4,000,000 shares of preferred stock, $.01 par value  
(the "Preferred Stock").                                                        

    The Board of Directors has the authority, without further vote or action
by the stockholders, to issue the undesignated shares of Preferred Stock in one 
or more series and to fix all rights, qualifications, preferences, limitations  
and restrictions of each series, including dividend rights, voting rights, terms
of redemption, redemption prices, liquidation preferences and the number of     
shares constituting any series or the designation of such series.               

11.  NON-CASH COMPENSATION CHARGE                                               

    In March 1999, internet.com LLC granted 4% of its total membership units
at the time to certain of its employees. As these membership units vested upon  
the completion of the IPO, internet.com recorded an $8.0 million compensation   
charge concurrent with the completion of the IPO on June 25, 1999.              

12.  INCOME TAXES                                                               

      No benefit for federal and state income taxes is reported in the financial
statements for the period from inception (November 24, 1998) through December   
31, 1998 as internet.com had elected to be taxed as a partnership prior to the  
reorganization of internet.com LLC into a subchapter C-Corporation which took   
effect immediately prior to the closing of the IPO. The federal and state income
tax effects of internet.com's results of operations were recorded by the members
in their respective income tax return for the period from inception (November   
24, 1998) through the consummation of the IPO on June 25, 1999.                 

  internet.com did not provide for any current or deferred United States
federal, state or foreign income tax provision or benefit for any of the periods
presented because it has experienced operating losses since inception.          

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     As of December 31, 1999, internet.com had future federal and state income
tax benefits as follows (in thousands):                                         

                                                        [Enlarge/Download Table]


                                                                                              DECEMBER 31,    
                                                                                                  1999        
                                                                                          --------------------
                                                                                                              
Net operating losses..................................................................        $ 2,646         
Excess of amortization of intangibles for financial reporting purposes over income taxes        2,740         
Excess of depreciation of property and equipment for income tax purposes over financial                       
   reporting..........................................................................            (60)        
Reserves recorded for financial reporting purposes ...................................            523         
Total future federal and state income tax benefits....................................          5,849         
Less valuation allowance..............................................................         (5,849)        
                                                                                          --------------------
Deferred income tax asset.............................................................        $   -           
                                                                                          ====================


 internet.com has a valuation allowance as of December 31, 1999, which
fully offsets its deferred income tax assets. Due to internet.com's brief       
operating history, recent historical losses and the fact that there is no       
guarantee that internet.com will generate sufficient taxable income in the      
future to be able to realize any or all of the deferred tax assets.             

   As of December 31, 1999, internet.com has approximately $2.1 million of
net operating losses for federal income tax purposes, which begin to expire in  
2018. internet.com also has $527,000 of net operating loss carryforwards for    
state income tax purposes, which begin to expire in 2003.                       

A reconciliation setting forth the difference between internet.com's
effective income tax rate and the U.S. Federal statutory income tax rate is as  
follows (in thousands):                                                         

                                                        [Enlarge/Download Table]


                                                                                        DECEMBER 31,      
                                                                                             1999         
                                                                                       -------------------
                                                                                                          
Federal statutory tax rate............................................................    $(4,000)        
State taxes...........................................................................       (527)        
Losses without income tax benefits....................................................      4,071         
Provision for non-deductible expenses.................................................        426         
Other.................................................................................         30         
                                                                                       -------------------
                                                                                          $   -           
                                                                                       -------------------


13.  COMMITMENTS AND CONTINGENCIES                                              

  internet.com has entered into various operating leases for each of its
office facilities. Generally under the lease agreements, internet.com is        
obligated to pay a proportionate share of all electricity, heating, ventilation 
and air conditioning costs for these premises. Rent expense for leased          
facilities was $7,000 and $460,000 for the period from inception (November 24,  
1998) through December 31, 1998 and the year ended December 31, 1999,           
respectively.                                                                   

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   Future annual minimum lease payments under all operating leases were as
follows (in thousands):                                                         

                                                                [Download Table]


YEAR ENDING DECEMBER 31,                                                  
------------------------                                                  
                                                                          
2000.........................................................      $1,179 
2001.........................................................       1,104 
2002.........................................................       1,059 
2003.........................................................         610 
2004.........................................................         383 
Thereafter...................................................         -   
                                                                  --------
                                                                   $4,335 
                                                                  --------


internet.com has entered into employment agreements with two of its 
officers with terms ranging from six months to one year.                        

Prior to the effectiveness of the registration of the shares of     
internet.com common stock being sold in the IPO, one of internet.com's          
underwriters mailed written materials to 278 persons internet.com had designated
as potential purchasers of up to 170,000 shares of common stock in the IPO      
through a directed share program. These materials requested that any of the     
recipients who wished to purchase shares of internet.com's common stock through 
the directed share program send payment for such shares to this underwriter     
prior to the effectiveness of the registration of the shares of internet.com's  
common stock being sold in the IPO. These materials may constitute a prospectus 
that does not meet the requirements of the Securities Act of 1933.              

     In addition, as of June 21, 1999 this underwriter had received funds from
88 persons seeking to subscribe for the entire $1.9 million of common stock     
reserved for issuance in the directed share program. This receipt of payment may
have constituted a sale of internet.com's common stock in violation of the      
Securities Act of 1933. If the mailing of these materials or the receipt of     
funds by this underwriter did constitute a violation of the Securities Act of   
1933, the recipients of the letter who purchased common stock in the IPO would  
have the right, for a period of one year from the date of their purchase of     
common stock, to obtain recovery of the consideration paid in connection with   
their purchase of common stock or, if they had already sold the stock, sue      
internet.com for damages resulting from their purchase of common stock. These   
refunds or damages could total up to approximately $1.9 million, based on an    
assumed initial public offering price of $11.00 per share, if these investors   
seek recovery or damages after an entire loss of their investment. While the    
ultimate outcome of these matters cannot be determined, internet.com does not   
expect that they will have a material adverse effect on its financial position, 
results of operations or cash flows.                                            

  A complaint seeking class action status was filed in Delaware Chancery
Court on June 16, 1999 by a former shareholder of Mecklermedia Corporation      
alleging that certain officers and directors of Mecklermedia Corporation        
breached their fiduciary duties in connection with the sale of Mecklermedia     
Corporation to Penton Media. This former shareholder of Mecklermedia Corporation
has asserted claims for damages against the officers and directors and has also 
named internet.com Corporation as a defendant seeking that a constructive trust 
be established. All of the defendants deny such allegations and intend to       
vigorously defend themselves.                                                   

      internet.com is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of    
ultimate liability with respect to these actions will not materially affect the 
financial position of internet.com.                                             

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14.  EMPLOYEE BENEFIT PLAN                                                      

      internet.com has a defined contribution plan which qualifies under Section
401(k) of the Internal Revenue Code for employees meeting certain service       
requirements. The plan allows eligible employees to contribute up to 15% of     
their compensation to the plan. At the discretion of the board of directors,    
internet.com may also make contributions each year for the benefit of all       
eligible employees under the plan. There were no discretionary contributions for
the period from inception (November 24, 1998) through December 31, 1998 and for 
the year ended December 31, 1999, respectively.                                 

15.  STOCK INCENTIVE PLAN                                                       

      In April 1999, internet.com established a stock incentive plan under which
internet.com may issue qualified incentive or nonqualified stock options to     
employees, including officers, consultants and directors up to an aggregate of  
2,000,000 shares of common stock of which 592,350 options were granted          
immediately prior to the IPO. The exercise price of the options granted under   
the stock incentive plan will not be less than the fair market value of the     
shares of internet.com's common stock on the date of grant. The plan will       
terminate on April 15, 2009.                                                    

      A summary of the status of internet.com's stock option plan as of December
31, 1999, and changes during the year ending December 31, 1999 are presented    
below:                                                                          

                                                        [Enlarge/Download Table]


                                                                       DECEMBER 31, 1999      
                                                                 -----------------------------
                                                                                    WEIGHTED  
                                                                   NUMBER           AVERAGE   
                                                                     OF             EXERCISE  
                                                                   OPTIONS          PRICE     
                                                                 -------------- --------------
                                                                                              
Outstanding at beginning of year................................        -          $   -      
Granted.........................................................    1,157,100       17.03     
Exercised.......................................................       (9,520)      14.00     
Forfeited.......................................................      (56,850)      14.11     
                                                                 -------------- --------------
Outstanding at December 31, 1999................................    1,090,730       17.21     
                                                                 ==============               

Options exercisable at end of year..............................       31,980      $42.89     
                                                                 ============== ==============
Weighted average fair value of options granted                                                
    during the year.............................................       $13.46                 
                                                                 ==============               


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      The following table summarizes information about stock options outstanding
at December 31, 1999:                                                           

                                                        [Enlarge/Download Table]


                                            OUTSTANDING                                       EXERCISABLE                
                  -------------------------------------------------------------------------------------------------------
                                             WEIGHTED-                                                                   
                                              AVERAGE                                                                    
                           NUMBER OF         REMAINING       WEIGHTED-            NUMBER OF         WEIGHTED-            
                          OPTIONS AT          YEARS OF        AVERAGE             OPTIONS AT         AVERAGE             
RANGE OF                  DECEMBER 31,      CONTRACTUAL       EXERCISE            DECEMBER 31,       EXERCISE            
EXERCISE PRICES              1999              LIFE            PRICE                 1999            PRICE               
                 ---------------------- ----------------- ------------------ ------------------- ------------------------
                                                                                                                         
$12.031-$16.281           952,330                7.99           $14.33                 6,980          $13.83             
$19.970-$19.970            46,550                9.83           $19.97                   -            $   -              
$37.090-$37.090            19,650                9.92           $37.09                   -            $   -              
$42.380-$52.500            72,200                9.97           $47.92                25,000          $51.00             
                 ----------------------                                      ------------------                          
                        1,090,730                                                     31,980                             
                 ======================                                      ==================                          

 The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions used
for grants in 1999: risk-free interest rates of 6.72%; expected lives of 3      
years; expected dividend rate of zero; and expected volatility of 138%.         

internet.com applies Accounting Principles Board Opinion No. 25 in  
accounting for its stock option plan. Accordingly, no compensation expense has  
been recognized for its stock option plan.                                      

  The following table reflects pro forma net loss and loss per share had
internet.com elected to adopt the fair value approach of SFAS No. 123 (in       
thousands, except per share amounts):                                           

                                                        [Enlarge/Download Table]


                                                                   INCEPTION                         
                                                                  NOVEMBER 24,                       
                                                                 (1998) THROUGH        YEAR ENDED    
                                                                   DECEMBER 31,       DECEMBER 31,   
                                                                    1998                 1999        
                                                               ------------------- ------------------
                                                                                                     
Net loss                                                                                             

   As reported................................................      $ (974)           $(22,016)      
                                                                    =======           =========      
   Pro forma..................................................      $ (974)           $(24,635)      
                                                                    =======           =========      
Basic and diluted loss per share                                                                     
   As reported ...............................................      $ (.06)           $  (1.08)      
                                                                    =======           =========      
   Pro Forma..................................................       $(.06)           $  (1.21)      
                                                                    =======           =========      


   These pro forma amounts may not be representative of future disclosures
since the estimated fair value of stock options is amortized to expense over the
vesting period, and additional options may be granted in future years.          

16.  RELATED PARTY TRANSACTIONS                                                 

   internet.com, Internet World Media, Inc. and Penton Media, Inc. entered
into a services agreement dated November 24, 1998, whereby internet.com agreed  
to provide certain services to Internet World Media, Inc. and Penton Media, Inc.
in return for services to be provided to internet.com by Internet World Media,  
Inc. and Penton Media, Inc. The Services Agreement expires November 23, 2001 and
will automatically renew for three-year terms unless canceled by either party.  

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  On November 24, 1998, internet.com entered into a Trademark Co-License
Agreement with Internet World Media. Internet World Media provides internet.com 
with a royalty-free license to use several of its trademarks in connection with 
the inclusion of those trademarks on internet.com's network of Web sites and    
related Internet media properties. internet.com provides Internet World Media   
with a royalty-free license to use several of internet.com's trademarks in      
Internet World Media's INTERNET WORLD, BOARDWATCH and DIRECTORY OF INTERNET     
SERVICE PROVIDERS print publications, at Internet World Media's Internet World  
and ISPCON trade shows and conferences and in promotional materials for those   
print publications, trade shows and conferences.                                

  On November 24, 1998, internet.com entered into a Copyright Co-License
Agreement with Internet World Media. Internet World Media provides internet.com 
with a royalty-free license to use several of its copyrights in connection with 
the inclusion of those copyrights and material protected by those copyrights on 
internet.com's network of Web sites and related Internet media properties.      
internet.com provides Internet World Media with a royalty-free license to use   
several of internet.com's copyrights and the material protected by those        
copyrights in Internet World Media's INTERNET WORLD, BOARDWATCH and DIRECTORY OF
INTERNET SERVICE PROVIDERS print publications.                                  

      I-Venture Management LLC, a wholly owned subsidiary of internet.com serves
as the managing member of internet.com Venture Fund I LLC and internet.com      
Venture Fund II LLC. Certain directors and officers of internet.com serve as    
directors and officers of I-Venture Management LLC.                             

     From November 24, 1998 through November 1999, internet.com occupied space
in Penton Media, Inc. facilities in Westport, Connecticut to house its corporate
headquarters and in Burlingame, California to house a portion of its sales      
force. Rent expense for this space was $7,000 for the period from inception     
(November 24, 1998) through December 31, 1998 and $77,000 for the year ended    
December 31, 1999. internet.com was obligated to pay its proportionate share of 
all electricity, heating, ventilation and air conditioning costs for these      
premises.                                                                       

internet.com made a $180,000 non-interest bearing loan to one of its
stockholders in 1997, which is still outstanding and is included in other assets
as of December 31, 1999.                                                        

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of internet.com LLC:                                  

     We have audited the accompanying balance sheets of the iWorld Division of
Mecklermedia Corporation, as of September 30, 1997 and 1998, and the related    
statements of operations, changes in division equity and cash flows for the     
years ended September 30, 1997 and 1998 and for the period October 1, 1998      
through November 23, 1998. These financial statements are the responsibility of 
the company's management. Our responsibility is to express an opinion on these  
financial statements based on our audits.                                       

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the iWorld division of      
Mecklermedia Corporation, as of September 30, 1997 and 1998, and the results of 
its operations and its cash flows for the years ended September 30, 1997 and    
1998, and for the period October 1, 1998 through November 23, 1998, in          
conformity with generally accepted accounting principles.                       

                                                             ARTHUR ANDERSEN LLP

Stamford, Connecticut                                                           
April 5, 1999                                                                   

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 IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

BALANCE SHEETS
 SEPTEMBER 30, 1997 AND 1998

(IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                                                       SEPTEMBER 30,       
                                                                               ----------       -----------
                                                                                   1997             1998   
                                                                               ----------       -----------
                                     ASSETS                                                                
CURRENT ASSETS:                                                                                            
                                                                                                           
   Accounts receivable, net of allowances of $17 and $149, respectively.......   $  432            $1,002  
   Prepaid expenses and other.................................................       70               257  
                                                                               ----------       -----------
                Total current assets..........................................      502             1,259  

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $483 and $912,                                  
    respectively..............................................................      831             1,336  
INTANGIBLE ASSETS, net of accumulated amortization of $614 and $1,534                                      
    respectively..............................................................    1,479             4,630  
                                                                               ----------       -----------
                Total assets..................................................   $2,812            $7,225  
                                                                               ----------       -----------
                         LIABILITIES AND DIVISION EQUITY                                                   
CURRENT LIABILITIES:                                                                                       
   Accounts payable...........................................................   $  162            $  316  
   Accrued payroll and related expenses.......................................      475               625  
   Accrued expenses...........................................................       31                32  
                                                                               ----------       -----------
                Total current liabilities.....................................      668               973  

DIVISION EQUITY...............................................................    2,144             6,252  
                                                                               ----------       -----------
                Total liabilities and division equity.........................   $2,812            $7,225  
                                                                               ==========       ===========


See notes to financial statements.

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 IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

STATEMENTS OF OPERATIONS

 FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1998 AND
 THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

(IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                          FOR THE YEARS ENDED           OCTOBER 1, 1998    
                                                             SEPTEMBER 30,                  THROUGH        
                                                        1997              1998         NOVEMBER 23, 1998   
                                                  --------------   ---------------- -----------------------
                                                                                                           
REVENUES.........................................      $ 1,479          $ 3,544              $ 778         
COST OF REVENUES.................................        1,171            2,171                456         
                                                  --------------   ---------------- -----------------------
GROSS PROFIT.....................................          308            1,373                322         
                                                  --------------   ---------------- -----------------------
OPERATING EXPENSES:                                                                                        

Advertising, promotion and selling...............          881            1,406                441         
General and administrative.......................          751            1,349                195         
Depreciation.....................................          326              429                 67         
Amortization.....................................          505              920                 86         
                                                  --------------   ---------------- -----------------------
TOTAL OPERATING EXPENSES.........................        2,463            4,104                789         
                                                  --------------   ---------------- -----------------------
 NET LOSS........................................      $(2,155)         $(2,731)             $(467)        
                                                  --------------   ---------------- -----------------------


See notes to financial statements.

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 IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

STATEMENTS OF CHANGES IN DIVISION EQUITY

 FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1998
 AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                                                     
BALANCE AT SEPTEMBER 30, 1996............................................................... $   808 
Contributions from Mecklermedia Corporation.................................................   3,491 
Net loss....................................................................................  (2,155)
                                                                                             --------
BALANCE AT SEPTEMBER 30, 1997...............................................................   2,144 
Contributions from Mecklermedia Corporation.................................................   6,839 
Net loss....................................................................................  (2,731)
                                                                                             --------
BALANCE AT SEPTEMBER 30, 1998...............................................................   6,252 
Contributions from Mecklermedia Corporation.................................................   3,877 
Net loss....................................................................................    (467)
                                                                                             --------
BALANCE AT NOVEMBER 23, 1998................................................................ $ 9,662 
                                                                                             ========


See notes to financial statements.

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 IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1998
 AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

(IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                                    FOR THE YEARS ENDED                         
                                                                        SEPTEMBER 30,         OCTOBER 1, 1998   
                                                             -------------------------------      THROUGH       
                                                                   1997              1998      NOVEMBER 23, 1998
                                                             ---------------   -------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                           
                                                                                                                
   Net loss.................................................     $(2,155)          $(2,731)        $  (467)     
   Adjustments to reconcile net loss to net cash used in                                                        
    operating activities:                                                                                       
      Depreciation and amortization.........................         831             1,349             153      
      Changes in operating assets and liabilities:                                                              
        Accounts receivable, net............................        (261)             (570)           (326)     
        Prepaid expenses and other..........................         (41)             (187)            (28)     
        Accounts payable and accrued expenses...............         534               305            (725)     
                                                             ---------------   -------------  ---------------   
            Net cash used in operating activities...........      (1,092)           (1,834)         (1,393)     
                                                             ---------------   -------------  ---------------   
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                           
   Additions to property and equipment......................        (740)             (934)            (91)     
   Acquisitions of Web sites, related Internet media                                                            
     properties and other...................................      (1,659)           (4,071)         (2,393)     
                                                             ---------------   -------------  ---------------   
            Net cash used in investing activities...........      (2,399)           (5,005)         (2,484)     

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                           
   Contributions from Mecklermedia Corporation..............       3,491             6,839           3,877      
                                                             ---------------   -------------  ---------------   
            Net cash provided by financing activities.......       3,491             6,839           3,877      
                                                             ---------------   -------------  ---------------   
Net change in cash..........................................         -                 -               -        
Cash at beginning of period.................................         -                 -               -        
                                                             ---------------   -------------  ---------------   
Cash at end of period.......................................     $   -             $   -           $   -        
                                                             ===============   =============  ===============   
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:                                                                          
   Cash paid for interest...................................     $   -             $   -           $   -        
                                                             ===============   =============  ===============   
   Cash paid for income taxes...............................     $   -             $   -           $   -        
                                                             ===============   =============  ===============   


                                  See notes to financial statements.

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 IWORLD DIVISION OF MECKLERMEDIA CORPORATION
(PREDECESSOR BUSINESS)

 NOTES TO FINANCIAL STATEMENTS

 FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1998
 AND FOR THE PERIOD FROM OCTOBER 1, 1998 THROUGH NOVEMBER 23, 1998

1.  ORGANIZATION AND NATURE OF BUSINESS                                         

The accompanying financial statements and related notes reflect the 
carved-out historical results of operations and financial position of the iWorld
division of Mecklermedia Corporation ("iWorld"). The Statements of Operations   
include all revenues and costs directly attributable to iWorld, including costs 
for facilities, functions and services used by iWorld at shared sites and       
allocations of costs for certain administrative functions and services performed
by centralized departments within Mecklermedia Corporation.                     

 iWorld consisted of a network of Web sites and related Internet media
properties that delivered the latest news and resources for the Internet        
industry, directories of Internet products and services, back issues of the     
Mecklermedia Corporation's print publications, and information about            
Mecklermedia Corporation's trade shows.                                         

  Costs were allocated to iWorld based on management's estimate of costs
attributable to the operation of the business. Such costs are not necessarily   
indicative of the costs that would have been incurred if iWorld had been a      
separate entity.                                                                

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

   REVENUE RECOGNITION. iWorld bartered portions of the unsold advertising
impressions generated by its Web sites, e-mail newsletters, online discussion   
forums and moderated e-mail discussion lists for advertising and promotion in   
media properties owned by third parties. iWorld did not record any revenues for 
such barter transactions.                                                       

  iWorld generated its revenues from four primary sources: the sale of
advertising on its Web sites, e-mail newsletters, online discussion forums and  
moderated e-mail discussion lists; e-commerce agreements; licensing of editorial
content, brands and software; and subscriptions to paid e-mail newsletters.     

             ADVERTISING REVENUES. Advertising revenue is recognized ratably
in the period the advertising is displayed, provided that no  
        significant company obligations remain and collection of the resulting
receivable is probable. Company obligations typically include 
     guarantees of a minimum number of advertising impressions, or times
         that an advertisement is viewed by users iWorld's Web sites and related
Internet media properties.                                    

            E-COMMERCE REVENUES. E-commerce agreements generally include a
        fixed fee for advertising and/or revenue sharing for sales made by the
      e-commerce vendors. The advertising component of these agreements is
         recognized ratably in the period the advertising is displayed, provided
      that no significant company obligations remain and collection of the
    remaining receivable is probable. The revenue sharing component of
  these agreements is recognized as revenue in the period that the
underlying sale is made by the e-commerce vendor.             

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            LICENSING REVENUES. The licensing agreements vary, with iWorld
      typically generating fixed 1fees and royalties for monthly access to
      editorial content produced by iWorld. Such amounts are recognized as
revenue in the month earned.                                  

         PAID SUBSCRIPTION REVENUES. Subscription revenue relates to
     customer subscriptions to our paid e-mail newsletters. Revenue from
   subscriptions is recognized ratably over the subscription period.
        Deferred revenues relate to the portion of collected subscription fees
which have not yet been recognized as revenue.                

      USE OF ESTIMATES IN THE FINANCIAL STATEMENTS. The preparation of financial
statements in conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the reported amounts of revenues and expenses during 
the reporting period. Actual results could differ from those estimates.         

CONCENTRATION OF CREDIT RISK. Financial instruments that potentially
subject iWorld to a significant concentration of credit risk consist primarily  
of cash and accounts receivable. iWorld deposits all its cash primarily with a  
single financial institution. Most of iWorld's accounts receivable as of        
September 30, 1997, and 1998 are from Internet-related businesses.              

   At September 30, 1997, and 1998, four and three customers accounted for
33% and 28% of accounts receivable, respectively. For the year ended September  
30, 1997, two customers accounted for 38% of revenues. For the year ended       
September 30, 1998, one customer accounted for 17% of revenues. For the period  
from October 1, 1998 through November 23, 1998, one customer accounted for 21%  
of revenues.                                                                    

     FINANCIAL INSTRUMENTS. The recorded amounts of financial instruments such
as cash and cash equivalents, accounts receivable and accounts payable          
approximate their fair values due to their short maturities.                    

      PROPERTY AND EQUIPMENT. Depreciation of computer equipment and software is
provided for by the straight-line method over estimated useful lives ranging    
from three to five years. Depreciation of furniture, fixtures and equipment is  
provided for by the straight-line method over estimated useful lives ranging    
from five to ten 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.                                                                

  Maintenance and repair expenditures are charged to appropriate expense
accounts in the period incurred; replacements, renewals and betterments are     
capitalized. Upon the sale or other disposition of property, the cost and       
accumulated depreciation of such properties are eliminated from the accounts and
the gains or losses thereon are reflected in operations.                        

   INTANGIBLE ASSETS. Intangible assets, primarily consisting of goodwill,
resulting from acquisitions of Web sites and related Internet media properties  
are being amortized using the straight-line method over periods ranging from    
three to five years.                                                            

   INCOME TAXES. The taxable losses of iWorld for each of the two years in
the period ended September 30, 1998 and for the period October 1, 1998 through  
November 23, 1998 were included in the Mecklermedia Corporation's consolidated  
income tax returns. For all periods presented, deferred income taxes and related
income tax expenses have been recorded by applying the asset and liability      
approach to each component of iWorld as if it were a separate taxpayer. Under   
this approach, deferred tax assets and liabilities represent the expected future
tax consequences of carryforwards and temporary differences between the carrying
amounts and the tax bases of assets and liabilities.                            

ADVERTISING COSTS. iWorld expensed advertising costs as incurred.   
Advertising expense was $163,000, $320,000, and $167,000 for the years ended    
September 30, 1997 and 1998, and for the period from October 1, 1998 through    
November 23, 1998, respectively.                                                

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3.  PROPERTY AND EQUIPMENT                                                      

Property and equipment consisted of the following (in thousands):   

                                                        [Enlarge/Download Table]


                                                                      SEPTEMBER 30,        
                                                              -----------------------------
                                                                  1997              1998   
                                                              ------------    -------------
                                                                                           
Computer equipment...........................................   $1,124            $1,694   
Furniture, fixtures and equipment............................      142               420   
Leasehold improvements.......................................       48               134   
                                                              ------------    -------------
                                                                 1,314             2,248   
Less: Accumulated depreciation...............................     (483)             (912)  
                                                              ------------    -------------
Property and equipment, net..................................   $  831            $1,336   
                                                              ============    =============


4.  INTANGIBLE ASSETS                                                           

Intangible assets consisted of the following (in thousands):        

                                                        [Enlarge/Download Table]


                                                                     SEPTEMBER 30,       
                                                              ---------------------------
                                                                 1997              1998  
                                                              ------------    -----------
                                                                                         
Goodwill.....................................................  $1,787            $ 5,690 
Trademarks...................................................     306                474 
                                                              ------------    -----------
                                                                2,093              6,164 
Less: Accumulated amortization...............................    (614)            (1,534)
                                                              ------------    -----------
Intangible assets, net.......................................  $1,479            $ 4,630 
                                                              ============    ===========


5.  ACQUISITIONS OF ASSETS                                                      

   iWorld acquired two, nine and four Web sites and related Internet media
properties for $1.4 million, $3.9 million and $2.4 million during the years     
ended September 30, 1997 and 1998 and the period from October 1, 1998 through   
November 23, 1998, respectively. These acquisitions were accounted for as       
purchases. Certain of these acquisitions provide for contingent payments to be  
made one year after the acquisition dates based upon the achievement of certain 
objectives. The acquired Web sites and related Internet media properties had no 
tangible assets or liabilities and therefore the entire purchase price has been 
recorded as goodwill and is being amortized over its estimated useful life. The 
pro forma results for the years ended September 30, and 1997 and 1998 and the   
period from October 1, 1998 through November 23, 1998, assuming these           
acquisitions had been made at the beginning of the period, would not be         
materially different from reported results.                                     

6.  INCOME TAXES                                                                

 The operating results of iWorld were included in the consolidated tax
returns of Mecklermedia. The methodology for allocating income tax expense to   
iWorld is set forth in Note 2. For all periods presented, valuation allowances  
were recorded against income tax benefits generated from the losses from iWorld.

     iWorld did not provide for any current or deferred United States federal,
state or foreign income tax provision or benefit for any of the periods         
presented because it has experienced operating losses since inception.          

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   At September 30, 1997 and 1998 and November 23, 1998, iWorld had future
federal and state income tax benefits as follows (in thousands):                

                                                        [Enlarge/Download Table]


                                                   FOR THE YEARS ENDED                     
                                                     SEPTEMBER 30,           NOVEMBER 23,  
                                              ---------------------------                  
                                                 1997             1998           1998      
                                              ----------     -------------  ---------------
                                                                                           
Net operating losses........................   $ 1,390          $ 2,388         $ 2,559    
Excess of amortization of intangibles for                                                  
    financial reporting purposes over income                                               
    taxes...................................       114              314             307    
Excess of depreciation of property and                                                     
    equipment for income tax purposes over                                                 
    financial reporting.....................       (44)             (58)            (58)   
Reserves recorded for financial reporting                                                  
    purposes................................        41               38              99    
Total future federal and state income tax                                                  
    benefits................................     1,501            2,682           2,907    
                                              ----------     -------------  ---------------
Less valuation allowances...................    (1,501)          (2,682)         (2,907)   
                                              ----------     -------------  ---------------
Deferred income tax asset...................   $   -            $   -           $   -      
                                              ==========     =============  ===============


At November 23, 1998, iWorld had available net operating loss       
carryforwards for its federal income tax purposes of approximately $7.0 million 
which will expire beginning in 2009.                                            

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      A reconciliation setting forth the difference between the effective income
tax rate of iWorld and the U.S. Federal statutory tax rate is as follows (in    
thousands):                                                                     

                                                        [Enlarge/Download Table]


                                                                              OCTOBER 1, 1998
                                                      FOR THE YEARS ENDED         THROUGH    
                                                        SEPTEMBER 30,          NOVEMBER 23,  
                                                  1997             1998            1998      
                                                ---------       ------------  ------------   
                                                                                             
Federal statutory tax rate.....................   $ 733            $   928       $  159      
State taxes....................................     105                133           23      
Losses without income tax benefits.............    (841)            (1,064)        (183)     
Provision for non-deductible expenses..........       3                  3            1      
                                                ---------       ------------  ------------   
                                                  $  -             $   -         $  -        
                                                =========       ============  ============   


7.  EMPLOYEE BENEFIT PLAN                                                       

 iWorld participated in Mecklermedia's defined contribution plan which
qualified under Section 401(k) of the Internal Revenue Code for employees       
meeting certain service requirements. The plan allowed eligible employees to    
contribute up to 15% of their compensation to the plan. At the discretion of    
Mecklermedia's board of directors, Mecklermedia was also able to make           
contributions dependent on profits each year for the benefit of all eligible    
employees under the plan. There were no discretionary contributions for any of  
the periods presented.                                                          

8.  RELATED PARTY TRANSACTIONS                                                  

    The accompanying financial statements include costs for cash management,
accounting, legal and network operations that were provided to iWorld by        
Mecklermedia, in addition to allocated costs for facility charges at shared     
sites, including rent and equipment usage. Costs for cash management accounting,
legal and network operations have been allocated to iWorld based on internet.com
management's estimated percentage of the time spent by Mecklermedia employees on
iWorld to total department time. The costs for facility charges are based on the
percentage of usage by the iWorld Division of Mecklermedia to the overall costs.
Such allocations are not necessarily indicative of the costs that would have    
been incurred if iWorld had been a stand-alone entity.                          

  Costs allocated to iWorld by Mecklermedia were approximately $777,000,
$1,185,000, and $150,000 for the years ended September 30, 1997 and 1998, and   
for the period from October 1, 1998 through November 23, 1998, respectively. For
the year ended September 30, 1997, allocated costs of $67,000 and $710,000 were 
included in cost of revenues and general and administrative expenses,           
respectively. For the year ended September 30, 1998, allocated costs of $100,000
and $1,085,000 were included in cost of revenues and general and administrative 
expenses, respectively. All of the allocated costs for the period from October  
1, 1998 through November 23, 1998, were included in general and administrative  
expenses. Management believes the allocation methods used are reasonable.       

     Mecklermedia funded the working capital requirements of iWorld based upon
a centralized cash management system. Division Equity, included in the          
accompanying financial statements, consists of funding for net losses, working  
capital requirements and acquisitions. There is no liability to Mecklermedia for
these amounts. In addition, no interest has been charged on these transactions. 

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Division equity consisted of the following (in thousands):          

                                                        [Enlarge/Download Table]


                                                   FOR THE YEARS ENDED                     
                                                     SEPTEMBER 30,            NOVEMBER 23, 
                                             ------------------------------                
                                                 1997             1998           1998      
                                             ------------    --------------  --------------
                                                                                           
Division equity at beginning of period......   $   808          $ 2,144          $6,252    
Net losses..................................    (2,155)          (2,731)           (467)   
Working capital.............................     1,092            1,834           1,393    
Acquisitions................................     2,399            5,005           2,484    
                                             ------------    --------------  --------------
Division equity at end of period............   $ 2,144          $ 6,252          $9,662    
                                             ============    ==============  ==============
Average division equity during the                                                         
    period..................................   $ 1,476          $ 4,198          $7,957    
                                             ============    ==============  ==============


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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE.                                                           

None.                                                                           

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PART III                                                                        

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT                        

Incorporated by reference herein from internet.com's Proxy Statement for its    
Annual Meeting of Stockholders to be held in 2000.                              

ITEM 11. EXECUTIVE COMPENSATION                                                 

Incorporated by reference herein from the internet.com's Proxy Statement for its
Annual Meeting of Stockholders to be held in 2000.                              

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

Incorporated by reference herein from the internet.com's Proxy Statement for its
Annual Meeting of Stockholders to be held in 2000.                              

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

Incorporated by reference herein from the internet.com's Proxy Statement for its
Annual Meeting of Stockholders to be held in 2000.                              

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PART IV                                                                         

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K        

INDEX TO EXHIBITS                                                               

(a)                                                                             

       (1)      FINANCIAL STATEMENTS:  See internet.com Corporation -- Index
to Consolidated Financial Statements and iWorld Division of   
       Mecklermedia Corporation (Predecessor Business) -- Index to Financial

Statements at Item 8 on page 34 of this report.               

     (2)      FINANCIAL STATEMENT SCHEDULE: Schedule II -- Valuation and
Qualifying Accounts                                           

(3)      INDEX TO EXHIBITS                                    

EXHIBIT NUMBER                          DESCRIPTION               

      2.01*             Merger Agreement, dated June 24, 1999, between
             internet.com LLC and the Registrant

        3.01*             Registrant's Amended and Restated Certificate of
Incorporation         

3.02*             Registrant's Bylaws                     

       4.01*             Specimen Stock Certificate for the Registrant's
Common Stock          

           4.02*             Registration Rights Agreement, dated as of November
                     24, 1998, by and among internet.com LLC and
    Internet World Media, Inc.

     10.01*             Form of Indemnification Agreement entered into
                          between the Registrant and each of its directors
and executive officers

          10.02*             Services Agreement by and among Penton Media, Inc.,
                          Internet World Media, Inc. and internet.com LLC,
       dated as of November 24, 1998

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EXHIBIT NUMBER                          DESCRIPTION               

  10.03*             Trademark Co-License Agreement by and between
                        Internet World Media, Inc. and internet.com LLC,
     dated as of November 24, 1998

  10.04*             Copyright Co-License Agreement by and between
                        Internet World Media, Inc. and internet.com LLC,
     dated as of November 24, 1998

10.05*+            Registrant's 1999 Stock Incentive Plan     

    10.06*+            Employment Agreement between the Registrant and
                        Christopher S. Cardell, dated as of November 24,
1998                    

    10.07*+            Employment Agreement between the Registrant and
                         Christopher J. Baudouin, dated as of November 24,
1998                    

10.08*             Specimen Advertising Insertion Order       

  11**              Statement Regarding Computation of Per Share
                       Earnings (Loss) (included in notes to financial
statements)             

21**              Subsidiaries of the Registrant            

23**              Consent of Arthur Andersen LLP            

27**              Financial Data Schedule                   

       *   Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-76331).                   
** Filed herewith.                                            
   +  Compensatory plans and arrangements for executives and others.

(b)      Reports on Form 8-K                                                    

None                                                                          

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SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

March 7, 2000                                                                   

                  internet.com Corporation

                      By:      /s/ Alan M. Meckler
                                        ----------------------------------------
                              Name:    Alan M. Meckler
                                           Title:   Chairman and Chief Executive
                               Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the     
registrant and in the capacities and on the dates indicated.                    

 /s/ Alan M. Meckler                  Chairman of the Board, Chief Executive
--------------------------------        Officer and Director (Principal         
Alan M. Meckler              Executive Officer)           

 /s/ Christopher S. Cardell           President, Chief Operating Officer and
-------------------------------         Director                                
Christopher S. Cardell                                            

/s/ Christopher J. Baudouin          Chief Financial Officer (Principal   
-------------------------------         Financial and Accounting Officer)       
Christopher J. Baudouin                                           

/s/ Gilbert F. Bach                  Director                             
-------------------------------                                                 
Gilbert F. Bach                                                       

/S/ Michael J. Davies                Director                             
-------------------------------                                                 
Michael J. Davies                                                       

/s/ William A. Shutzer               Director                             
-------------------------------                                                 
William A. Shutzer                                                        

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of internet.com Corporation:                          

    We have audited in accordance with generally accepted auditing standards
the consolidated financial statements of internet.com Corporation included in   
this Form 10-K and have issued our report thereon dated January 20, 2000. Our   
audit was made for the purpose of forming an opinion on the basic financial     
statements taken as a whole. Schedule II is the responsibility of the company's 
management and is presented for purposes of complying with the Securities and   
Exchange Commission's rules and is not part of the basic financial statements.  
Schedule II has been subjected to the auditing procedures applied in the audit  
of the basic financial statements and, in our opinion, fairly states in all     
material respects the financial data required to be set forth therein in        
relation to the basic financial statements taken as a whole.                    

                                                             ARTHUR ANDERSEN LLP

Stamford, Connecticut                                                           
January 20, 2000                                                                

 S-1

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 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
 ALLOWANCE FOR DOUBTFUL ACCOUNTS

INTERNET.COM CORPORATION
(IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                        INCEPTION                       YEAR          
                                               (NOVEMBER 24, 1998) THROUGH              ENDED         
                                                    DECEMBER 31, 1998             DECEMBER 31, 1999   
                                              ------------------------------- ------------------------
                                                                                                      
Balance, beginning of period                             $ -                             $ 42         
Additions charged to statement of operations              42                              670         
                                                        ------                          ------        
Balance, end of period                                   $42                             $712         
                                                        ======                          ======        


 S-2

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		4/15/09		50
		11/23/01		17		51
		12/31/00		23					10-K
		6/15/00		32		44
Filed on:		3/10/00							4
		3/7/00		68
		2/23/00		1		27
		2/1/00		33					4
		1/31/00		7		21
		1/20/00		32		69
For Period End:		12/31/99		1		70
		10/13/99		9
		9/7/99		46
		8/20/99		22
		6/30/99		31		47			10-Q
		6/25/99		23		47			424B1,  S-1MEF,  S-8
		6/24/99		41		66
		6/21/99		49					S-1/A
		6/16/99		22		49			8-A12G
		4/5/99		4		53
		3/23/99		46
		1/1/99		46
		12/31/98		25		70
		11/24/98		25		70
		11/23/98		25		62
		10/1/98		25		62
		9/30/98		30		62
		12/31/97		28
		9/30/97		30		62
		9/30/96		56
		12/31/95		25
		9/30/95		25
		12/7/94		25
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