ITURF INC
S-3, 2000-05-04
CATALOG & MAIL-ORDER HOUSES
Previous: INTELLIWORXX INC, 3, 2000-05-04
Next: WELLSPRING INVESTMENTS INC, 15-12G, 2000-05-04


<PAGE>

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 2000
                                                    REGISTRATION NO. 333-
                                                                         -------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                   ITURF INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                         13-3963754
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                One Battery Park Plaza, New York, New York 10004
                                 (212) 742-1640
   (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                    REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                              Alex S. Navarro, Esq.
                                   iTurf Inc.
                One Battery Park Plaza, New York, New York 10004
                                 (212) 742-1640
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                              Ronald R. Papa, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                         New York, New York, 10036-8299
                                 (212) 969-3000

     Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement has been declared effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]


<PAGE>

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]

                         CALCULATION OF REGISTRATION FEE
<TABLE>

<CAPTION>

- ------------------------------ ----------------- ---------------------- ---------------------- ----------------
                                                   Proposed maximum       Proposed maximum        Amount of
   Title of each class of        Amount to be     aggregate offering     aggregate offering     registration
 securities to be registered      registered      price per unit (1)          price (1)              fee
- ------------------------------ ----------------- ---------------------- ---------------------- ----------------
<S>                            <C>                 <C>                   <C>                   <C>
Common Stock, par value           3,783,622              $4.50               $17,026,299           $4,495
$.01 per share                    shares (2)
============================== ================= ====================== ====================== ================

</TABLE>

(1)  Estimated solely for the purpose of calculating the fee pursuant to Rule
     457(c) under the Securities Act of 1933 based on the average of the high
     and low prices of the Registrant's Common Stock reported on The Nasdaq
     Stock Market on May 2, 2000.
(2)  Of the 3,783,622 shares included in this registration statement, 2,683,634
     have not yet been issued, as further described under the caption "Selling
     Stockholders" within the prospectus contained within this registration
     statement.

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

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


<PAGE>

                    SUBJECT TO COMPLETION, DATED MAY 4, 2000
- --------------------------------------------------------------------------------


                                   PROSPECTUS

                    3,783,622 Shares of Class A Common Stock

                                   ITURF INC.

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

The selling stockholders identified in this prospectus are offering up to
3,783,622 shares of our Class A common stock. Of these 3,783,622 shares,
2,683,634 have not yet been issued, as further described under the caption
"Selling Stockholders." Our Class A common stock is traded on the Nasdaq
National Market under the symbol "TURF." The last reported sale price for our
Class A common stock on the Nasdaq National Market on May 2, 2000 was $4.50 per
share.

We will not receive any of the proceeds from the sale of shares by the selling
stockholders and we are not offering any shares for sale under this prospectus.
See "Selling Stockholders" and "Plan of Distribution" for a description of sales
of the shares by the selling stockholders.

INVESTING IN THE CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                  May __, 2000


<PAGE>

                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission ("SEC") using a "shelf" registration process.
Under this shelf process, the selling stockholders may, from time to time, sell
up to 3,783,622 shares of our Class A common stock in one or more offerings. You
should read this prospectus together with the additional information described
under the heading "Where You Can Find More Information."

     The registration statement that contains this prospectus and the exhibits
to the registration statement contain additional information about our company
and the securities offered under this prospectus. The registration statement and
exhibits can be read at the SEC web site or at the SEC offices mentioned under
the heading "Where You Can Find More Information."

     STATEMENTS CONTAINED IN OR INCORPORATED BY REFERENCE INTO THIS DOCUMENT,
MAY BE FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 27A OF THE
AMENDED SECURITIES ACT OF 1933 AND SECTION 21E OF THE AMENDED SECURITIES
EXCHANGE ACT OF 1934). THE WORDS "BELIEVE," "PLAN," "INTEND," "EXPECT" AND
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. READERS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS,
WHICH APPLY ONLY AS OF THE DATE OF THIS REPORT. THESE STATEMENTS ARE SUBJECT TO
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE CONTEMPLATED IN THE FORWARD-LOOKING STATEMENTS. SUCH RISKS AND
UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: FLUCTUATIONS IN CONSUMER
PURCHASING PATTERNS AND ADVERTISING SPENDING; TIMING OF, RESPONSE TO AND
QUANTITY OF OUR PARENT'S CATALOG MAILINGS AND OUR OWN ELECTRONIC MAILINGS;
CHANGES IN THE GROWTH RATE OF INTERNET USAGE AND ONLINE USER TRAFFIC LEVELS;
ACTIONS OF OUR COMPETITORS; THE TIMING AND AMOUNT OF COSTS RELATING TO THE
EXPANSION OF OUR OPERATIONS AND ACQUISITIONS OF TECHNOLOGY OR BUSINESSES AND
THEIR INTEGRATION; GENERAL ECONOMIC AND MARKET CONDITIONS; AND OTHER FACTORS
OUTSIDE OUR CONTROL. THESE FACTORS, AND OTHER FACTORS THAT APPEAR IN THIS REPORT
INCLUDING, WITHOUT LIMITATION, UNDER " RISK FACTORS" COULD AFFECT OUR ACTUAL
RESULTS AND COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE BY US OR ON OUR BEHALF. WE
UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. YOU ARE
ADVISED, HOWEVER, TO CONSULT ANY ADDITIONAL DISCLOSURES WE MAKE IN OUR REPORTS
TO THE SEC ON FORMS 10-K, 10-Q AND 8-K.

     THIS DOCUMENT MAY ALSO INCLUDE OR INCORPORATE BY REFERENCE MARKET DATA
RELATED TO THE INDUSTRIES IN WHICH WE ARE INVOLVED. THIS DATA HAS BEEN DERIVED
FROM STUDIES PUBLISHED BY MARKET RESEARCH FIRMS, TRADE ASSOCIATIONS AND OTHER
ORGANIZATIONS. THESE ORGANIZATIONS SOMETIMES ASSUME EVENTS, TRENDS AND
ACTIVITIES WILL OCCUR AND PROJECT INFORMATION BASED ON THOSE ASSUMPTIONS. IF ANY
OF THEIR ASSUMPTIONS ARE WRONG, THEIR PROJECTIONS MAY ALSO BE WRONG.

     ANY REFERENCE IN THIS PROSPECTUS TO A PARTICULAR FISCAL YEAR AFTER 1998 IS
TO THE YEAR ENDED ON THE SATURDAY CLOSEST TO JANUARY 31 FOLLOWING THE
CORRESPONDING CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1999" MEANS THE PERIOD FROM
FEBRUARY 1, 1999 TO JANUARY 29, 2000. ANY REFERENCE IN THIS REPORT TO A
PARTICULAR FISCAL YEAR BEFORE 1999 IS TO THE YEAR ENDED JANUARY 31 FOLLOWING THE
CORRESPONDING CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1998" MEANS THE PERIOD FROM
FEBRUARY 1, 1998 TO JANUARY 31, 1999.

                                   THE COMPANY

     iTurf is a leading provider of Internet community, content and electronic
commerce, or


                                       2
<PAGE>

e-commerce, services focused primarily on teens and young adults, based on sales
and traffic on our Web sites. There are 57 million people between the ages of 10
and 24. They account for over $278 billion of disposable income. The iTurf
network of Web sites is an online destination that addresses the concerns,
interests, tastes and needs of this demographic group. iTurf combines the style
and editorial flair of media focused on teens and young adults with direct
marketing and e-commerce competencies. Our network of Web sites includes sites
that offer interactive web/zines with proprietary content, chat rooms, posting
boards, personal homepages and e-mail, as well as online shopping opportunities.
Our network is currently comprised of our gURL, OnTap and TheSpark community
sites and the following commerce sites that offer a wide range of apparel,
accessories, footwear, athletic gear and home furnishings:

- -    dELiAs.com
- -    tsisoccer.com
- -    discountdomain.com
- -    droog.com; and
- -    StorybookHeirlooms.com

     We are a subsidiary of dELiA*s Inc., a leading marketer targeting teens and
young adults.

     Our principal offices are located at One Battery Park Plaza, New York, New
York 10004, and our telephone number is (212) 742-1640.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. For further information with
respect to us and our Class A common stock, reference is hereby made to the
Registration Statement, to the documents incorporated by reference therein and
to the exhibits thereto.

     The SEC permits us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
Commission after the date of this prospectus will automatically update and
supersede this information. However, any information contained herein shall
modify or supersede information contained in documents we filed with the
Commission before the date of this prospectus.

     We incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the offering is completed.

     The following document filed by us with the Commission are incorporated in
this Prospectus by reference:

     (1) The Company's Annual Report on Form 10-K for the year ended January 29,
2000.


                                       3
<PAGE>

     If you request a copy of any or all of the documents incorporated by
reference by written or oral request, then we will send to you the copies you
requested at no charge. However, we will not send exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents. You should direct requests for such copies to iTurf Inc., One Battery
Park Plaza, New York, New York 10004, Attention: Corporate Secretary,
(212) 742-1640.

     In addition, we file reports, proxy statements and other information with
the SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the Commission: (1) Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, (2) Midwest Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and (3) Northeast
Regional Office, Seven World Trade Center, New York, New York 10048.

     You may also obtain copies of this information by mail from the Public
Reference Section of the Commission at 450 Fifth Street, NW, Washington, D.C.
20549, at prescribed rates. Further information on the operation of the
Commission's Public Reference Room in Washington, D.C. can be obtained by
calling the Commission at 1-800-SEC-0330.

     Our common stock is quoted on The Nasdaq National Market. Reports, proxy
statements and other information concerning iTurf can be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006. The Commission maintains a Web site that contains all
information filed electronically by us. The address of the Commission's Web site
is (http://www.sec.gov.).

                                  RISK FACTORS

     YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISKS BEFORE YOU DECIDE TO BUY
OUR CLASS A COMMON STOCK. WE HAVE DESCRIBED THESE RISKS AND UNCERTAINTIES UNDER
THE FOLLOWING GENERAL CATEGORIES: "RISKS RELATED TO OUR BUSINESS," "RISKS
RELATED TO OUR RELATIONSHIP WITH OUR PARENT," "RISKS RELATED TO THE INTERNET
INDUSTRY" AND "RISKS RELATED TO THIS OFFERING." THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW ARE NOT THE ONLY ONES FACING OUR COMPANY AND OUR
SECURITYHOLDERS. ADDITIONAL RISKS AND UNCERTAINTIES MAY ALSO ADVERSELY IMPAIR
OUR BUSINESS OPERATIONS. IN SUCH CASE, THE TRADING PRICE OF OUR CLASS A COMMON
STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO BUY
OUR CLASS A COMMON STOCK.

RISKS RELATED TO OUR BUSINESS

     WE HAVE A LIMITED OPERATING HISTORY ON WHICH AN INVESTOR CAN EVALUATE OUR
BUSINESS. Our tsisoccer.com operations began in 1995 and the gURL.com Web site
was launched in 1996. However, we did not begin selling merchandise from the
dELiA*s catalog on the Internet until May 1998. As a result, we have generated
substantially all of our revenues since May 1998. You must consider the risks
and difficulties we encounter as an early-stage company in the new and rapidly
evolving Internet, e-commerce and online advertising markets. These risks
include our ability to:

     -    sustain historical revenue growth rates;
     -    implement our business model;
     -    manage our expanding operations;
     -    attract, retain and motivate qualified personnel;
     -    anticipate and adapt to rapid changes in our markets;


                                       4
<PAGE>

     -    attract and retain a large number of advertisers;
     -    maintain and enhance our systems to support growth of operations and
          increasing user traffic;
     -    retain existing customers, attract new customers and maintain customer
          satisfaction;
     -    introduce new and enhanced Web pages, services, products and
          alliances;
     -    maintain our profit margins in the face of price competition or rising
          wholesale prices;
     -    minimize technical difficulties, system downtime and the effect of
          Internet brown-outs;
     -    manage the timing of promotions and sales programs; and
     -    respond to changes in government regulation.

If we do not successfully manage these risks, our business, results of
operations and financial condition will be materially adversely affected. We
cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

     WE HAVE NO HISTORY AS AN INDEPENDENT COMPANY. Prior to the closing of our
initial public offering in April 1999, we had operated as a wholly-owned
subsidiary of our parent. We do not have a substantial operating history as an
independent company. Our business could be materially adversely affected if our
parent fails to adequately provide us services or if we fail to develop systems
of our own. We rely on our parent to provide merchandising, inventory
management, creative, technical, marketing, customer service, human resources,
finance, accounting, administrative, legal and other services pursuant to
intercompany agreements between us and our parent. We intend to develop the
operational, administrative and other systems and infrastructure necessary to
support our current and future business on an independent basis.

     The historical financial statements incorporated into this prospectus for
the periods prior to our initial public offering include allocations for
administrative, distribution and other expenses incurred by our parent for
services rendered to iTurf. While we believe such allocations to be reasonable,
they are not necessarily indicative of, and it is not practical for us to
estimate, the levels of expenses that would have resulted had iTurf been
operating as a separate, stand-alone company. We also relied on our parent to
provide financing for our operations. Therefore, investors should not rely on
our cash flows for the periods prior to our initial public offering as
indicative of the cash flows that would have resulted had iTurf been operating
as an independent company during those periods.

     WE EXPECT TO INCUR SUBSTANTIAL NET LOSSES FOR THE FORESEEABLE FUTURE. We
expect to record substantial net losses for the foreseeable future. We believe
that our continued growth will depend in large part on our ability to:

     -    increase awareness of our brand names;
     -    provide our customers with superior Internet community and e-commerce
          experiences; and
     -    continue to enhance our systems and technology to support increased
          traffic to our Web sites.

     Accordingly, we intend to continue to increase our level of marketing and
promotional expenditures. We also expect continued heavy investment to further
develop our Web sites, technology and operating systems. Slower revenue growth
than we anticipate or operating expenses that exceed our expectations would have
a material adverse effect on our business.

     WE MAY FAIL TO ANTICIPATE AND RESPOND TO FASHION TRENDS. Our failure to
successfully anticipate, identify or react to changes in styles, trends or brand
preferences of our customers may result in lower


                                       5
<PAGE>

revenue from reduced sales and promotional pricing.

     We derive the majority of our revenues from the online sale of apparel,
accessories and footwear, particularly those featured in the dELiA*s catalog.
Accordingly, our success depends, in part, on our ability and our parent's
ability to anticipate the frequently changing fashion tastes of our customers,
and to offer merchandise that appeals to their preferences on a timely and
affordable basis. If we misjudge merchandise selection, our image with our
customers would be materially adversely affected. Poor customer reaction to our
parent's products or a failure by our parent to source these products
effectively would have a material adverse effect on iTurf.

     WE MAY FAIL TO RETAIN OUR KEY PERSONNEL TO OPERATE OUR BUSINESS, AND WE MAY
BE UNABLE TO HIRE AND RETAIN QUALIFIED PERSONNEL AS OUR BUSINESS GROWS. Our
success depends on the continued service of our key technical, sales and senior
management personnel. Loss of the services of Stephen I. Kahn, our President,
Chief Executive Officer and Chairman of our board of directors, Dennis
Goldstein, our Chief Financial Officer, Alex S. Navarro, our Chief Operating
Officer, Oliver Sharp, our Chief Technology Officer, or other key employees
would have a material adverse effect on our business.

     Our success also depends on our ability to continue to attract, retain and
motivate skilled employees. Competition for employees in our industry is
intense. We may be unable to retain our key employees or attract, assimilate or
retain other qualified employees in the future. We have in the past experienced,
and we expect to continue to experience, difficulty in hiring and retaining
skilled employees with appropriate qualifications. Our business will be
materially adversely affected if we fail to attract and retain key employees.

     OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS AND
SEASONALITY. Our revenues and operating results may vary significantly from
quarter to quarter due to a number of factors. Many of these factors are outside
our control and include:

     -    seasonal fluctuations in consumer purchasing patterns and advertising
          spending;
     -    timing of, response to and quantity of our parent's catalog mailings
          and our own electronic mailings;
     -    changes in the growth rate of Internet usage and online user traffic
          levels;
     -    actions of our competitors;
     -    the timing and amount of costs relating to the expansion of our
          operations and acquisitions of technology or businesses; and
     -    general economic and market conditions.

     As a result, our future revenues are difficult to forecast. Any shortfall
in revenues may have a material adverse effect on our business and would likely
affect the market price of our Class A common stock in a manner unrelated to our
long-term operating performance.

     Our limited operating history and the new and rapidly evolving Internet
markets make it difficult to ascertain the effects of seasonality on our
business. If seasonal and cyclical patterns emerge in Internet consumer
purchasing or in Internet advertising spending, our results of operations from
quarter to quarter will be less comparable. Sales of apparel, accessories and
footwear are generally lower in the first half of each year. Similarly,
advertising sales in traditional media, such as television and radio, are
generally lower in the first calendar quarter of each year. We may experience
similar seasonality in our business.


                                       6
<PAGE>

     You should not rely on quarter-to-quarter comparisons of our results of
operations as indicative of our future performance. It is possible that in some
future periods our results of operations may be below the expectations of public
market analysts and investors. In this event, the price of our Class A common
stock may fall.

     WE MAY BE UNABLE TO TIMELY AND SUCCESSFULLY EXPAND OUR ONLINE CAPACITY,
COMPUTER SYSTEMS AND RELATED FEATURES TO SUPPORT INCREASED VOLUME ON OUR WEB
SITES. A key element of our strategy is to generate a high volume of traffic on
our Web sites. However, growth in the number of users accessing our sites may
strain or exceed the capacity of our computer systems and lead to declines in
performance or systems failure. We believe our present systems will not be
adequate to accommodate rapid growth in user demand. Our inability to add
additional hardware and software to upgrade our existing technology or network
infrastructure to accommodate increased traffic may cause decreased levels of
customer service and satisfaction. We believe that we will therefore need to
continually improve and enhance the functionality and performance of our
e-commerce, customer tracking and other technical systems. As a result, we
intend to upgrade our existing systems and implement new systems. Failure to
implement these systems effectively or within a reasonable period of time would
have a material adverse effect on our business, results of operations and
financial condition.

     We must also introduce additional or enhanced features and services to
retain current users and attract new users to our sites. If a new service is not
favorably received, our current users may visit our Web sites less frequently.
These new services or features may contain errors, and we may need to
significantly modify the design of these services to correct errors. If users
encounter difficulty with or do not accept our services or features, our
business would be materially adversely affected.

     Any growth of our business may strain our management systems and resources
and will require us to implement new operational and financial systems,
procedures and controls. We expect that we will need to continue to expand,
train and manage our workforce. Our inability to accomplish any of these goals
could adversely affect our business.

     OUR COMPUTER SYSTEMS AND EQUIPMENT MAY FAIL OR EXPERIENCE DELAYS. Our
operations depend on our ability to maintain our computer systems and equipment
in effective working order. Any sustained or repeated system failure or
interruption would reduce the attractiveness of our Web sites to customers and
advertisers. In addition, interruptions in our systems could result from the
failure of our telecommunications providers to provide the necessary data
communications capacity in the timeframe we require. Unanticipated problems
affecting our systems have caused from time to time in the past, and in the
future could cause, interruptions in our services. Any damage or failure that
interrupts or delays our operations could have a material adverse effect on our
business.

     We must also protect our computer systems against damage from fire, power
loss, water damage, telecommunications failures, vandalism and other malicious
acts, and similar unexpected adverse events. The continuing and uninterrupted
performance of these systems is critical to our success.

     WE WILL INCREASINGLY RELY UPON ONLINE AND TRADITIONAL ADVERTISING TO
GENERATE SALES. We expect to increasingly rely on online and traditional
advertising and strategic alliances to attract users to our Web sites. Our
inability to develop and maintain effective advertising campaigns may have a
material adverse effect on our business. We have committed substantial resources
to promoting our Web sites and our brand name through online advertising and
advertising in our parent's catalogs. Pursuant to the intercompany services
agreement, we have committed to purchase substantial amounts of advertising in
our parent's print catalogs. We cannot assure you that any of our advertising
efforts will effectively attract users to our Web


                                       7
<PAGE>

sites or lead to a substantial amount of sales.

     Our online advertising may include strategic alliances that require large,
long-term commitments. We cannot assure you that we will be able to identify and
secure sufficient online and offline advertising opportunities or that such
spending will effectively attract users to our Web sites or lead to a
substantial amount of sales.

     WE DEPEND ON THIRD PARTY SHIPPERS, COMMUNICATIONS PROVIDERS AND VENDORS TO
OPERATE OUR BUSINESS. iTurf depends upon a number of third parties to deliver
goods and services to it and its customers. For example, iTurf relies on
third-party shippers including the United States Postal Service, United Parcel
Service and Federal Express to ship merchandise to its customers. Strikes or
other service interruptions affecting our shippers would have a material adverse
effect on our ability to deliver merchandise on a timely basis. Our Web sites
could experience disruptions or interruptions in service due to failures by
these providers. We also depend on communications providers including Cable &
Wirelessplc, UUNet and AT&T to provide our Internet users with access to our
Web sites. In addition, our users depend on Internet service providers and Web
site operators for access to our Web sites. Each of these groups has experienced
significant outages in the past and could experience outages, delays and other
difficulties due to system failures unrelated to our systems. These types of
occurrences could cause users to perceive our Web sites as not functioning
properly and therefore cause them to stop using our services.

     A substantial portion of our computer and communications hardware and
software required for Internet access is currently housed at Exodus
Communications, Inc. in New Jersey. We are dependent on the services of this
provider, and its systems and operations are vulnerable to damage or
interruption from computer viruses, fire, power loss, telecommunications
failures, vandalism and other malicious acts, and similar unexpected adverse
events. We do not presently have a formal disaster recovery plan and may not
carry sufficient business interruption insurance to compensate us for losses
that may occur. The performance of our server and networking hardware and
software infrastructure is critical to our business and reputation and our
ability to attract Internet users and advertisers to our sites. Systems failures
could have a material adverse effect on our business. In addition, because we
depend upon a third party provider to afford users access to our products and
services, we are limited in our ability to prevent systems failures.

     Another third party hosts and manages two of our community Web sites,
gURLpages.com and gURLmAIL.com, and also sells advertisements on such sites.
System failures by this third party have in the past and could in the future
lead to disruption in service on these sites. Such system disruptions or the
failure by this third party to successfully sell advertisements on these Web
sites could have a material adverse effect on our business.

     Our business depends on the ability of third-party vendors to provide us
and our parent with current-season brand-name apparel and merchandise at
competitive prices in sufficient quantities and of acceptable quality. No vendor
accounted for more than 6% of dELiA*s consolidated sales in fiscal 1999.
However, two vendors accounted for approximately 61% of the sales of TSI Soccer
Corporation, a wholly-owned subsidiary of dELiA*s, in fiscal 1999. Our parent
does not have long-term contracts with any supplier. In addition, many of the
smaller vendors used by our parent have limited resources, production capacities
and operating histories. If any of the following events occurred, our business
could be materially adversely affected:

     -    if our key vendors failed to expand with us and our parent;
     -    if we lost one or more key vendors;


                                       8
<PAGE>

     -    if our parent's current vendor terms were changed; or
     -    if our parent's ability to procure products were limited.

     WE MAY BE UNABLE TO IDENTIFY OR INTEGRATE ACQUISITIONS AND INVESTMENTS
SUCCESSFULLY. During fiscal 1999 and in early fiscal 2000, respectively, we
acquired the OnTap and TheSpark businesses. We may continue to acquire or make
investments in complementary businesses, products, services or technologies.
However, we have no present understanding or agreement relating to any such
acquisition or investment. We cannot assure you that we will be able to identify
suitable acquisition or investment candidates. Even if we do identify suitable
candidates, we cannot assure you that we will be able to make such acquisitions
or investments on commercially acceptable terms. We could have difficulty in
assimilating the personnel, operations, products, services or technologies of
acquired businesses into our operations. These difficulties could disrupt our
ongoing business, distract our management and employees, increase our expenses
and adversely affect our results of operations. Furthermore, we may incur debt
or issue equity securities to pay for any future acquisitions. The issuance of
equity securities could be dilutive to our existing stockholders.

     WE HAVE LIMITED PROTECTION OF OUR INTELLECTUAL PROPERTY, AND OTHERS COULD
INFRINGE ON OR MISAPPROPRIATE OUR PROPRIETARY RIGHTS. We regard our service
marks, trademarks, trade secrets and similar intellectual property as critical
to our success. The steps taken by us to protect our intellectual property may
not be adequate, and third parties may infringe or misappropriate our
copyrights, trademarks and similar proprietary rights. We rely on trademark and
copyright law, trade secret protection and confidentiality, license and other
agreements with employees, customers, strategic partners and others to protect
our proprietary rights. We have pursued and applied for the registration of our
trademarks and service marks in the United States. Effective trademark, service
mark, copyright and trade secret protection may not be available in every
country in which our products and services are made available online. We also
use our parent's trademarks in connection with the sale of many of our goods and
services and rely on our parent's ability to adequately protect its trademarks
and proprietary rights.

     We have licensed in the past, and expect that we may license in the future,
certain of our proprietary rights, such as trademarks or copyrighted material,
to third parties. We attempt to ensure that the quality of our brands is
maintained by such licensees. Such licensees may take or omit to take actions
that would materially adversely affect the value of our proprietary rights or
reputation, which actions would have a material adverse effect on our business,
financial condition and results of operations.

     INTENSE COMPETITION FROM INTERNET- AND RETAIL-BASED BUSINESSES MAY DECREASE
OUR MARKET SHARE AND GROSS MARGINS. Many Web sites compete for consumers' and
advertisers' attention and spending. We expect such competition to continue to
increase because of the relative ease with which new Web sites can be developed.
Increased competition could reduce our gross margins and cause us to lose market
share. We cannot assure you that we will be able to compete successfully or that
competitive pressures will not materially and adversely affect our business. We
believe that our ability to compete depends upon many factors, including the
following:

     -    the market acceptance of our Web sites and online services;
     -    the success of our brand building and sales and marketing efforts;
     -    the performance, price and reliability of services developed by us or
          our competitors; and
     -    the effectiveness of our customer service and support efforts.

Many of our competitors are larger than and have substantially greater
financial, distribution and marketing resources than us. Our competitors may
develop products or services that are equal or superior to our


                                       9
<PAGE>

solutions or achieve greater market acceptance than ours. In addition, our
competitors may have cooperative relationships among themselves or with third
parties that increase the ability of their products or services to address the
needs of our prospective advertisers. In addition, our competitors could enter
into exclusive distribution arrangements with our vendors and deny us access to
the vendors' products. We may experience pricing pressures, increased marketing
expenditures and loss of market share due to increased competition. These
factors may materially adversely affect our business.

     Our online advertising business competes with television, radio, cable and
print for a share of advertisers' total advertising budgets. Advertisers may be
reluctant to devote a significant portion of their advertising budgets to
Internet advertising if they perceive the Internet to be a limited or
ineffective advertising medium. Moreover, advertisers may, over time, determine
that advertisements placed on our Web sites have not been effective.
Consequently our advertising revenues may decline.

     WE MAY EXPAND OUR BUSINESS INTERNATIONALLY AND BECOME SUBJECT TO CURRENCY,
POLITICAL, TAX AND OTHER UNCERTAINTIES. Our international business is subject to
a number of risks of doing business abroad, including:

     -    fluctuations in currency exchange rates, the impact of recessions in
          economies outside the United States and regulatory and political
          changes in foreign markets;
     -    reduced protection for intellectual property rights in some countries;
     -    potential limits on the use of some of our vendors' trademarks outside
          the United States;
     -    exposure to potentially adverse tax consequences or import/export
          quotas;
     -    opening and managing distribution centers abroad;
     -    inconsistent quality of merchandise and disruptions or delays in
          shipping; and
     -    developing customer lists and marketing channels.

Although less than two percent of our sales is to customers who live outside the
United States, we intend to market our sites globally. In addition, a
substantial portion of our parent's vendors procure products from outside the
United States. We purchase from our parent merchandise manufactured outside the
United States. Furthermore, expansion into new international markets may present
competitive and merchandising challenges different from those we currently face.
We cannot assure you that we will expand internationally or that any such
expansion will result in profitable operations.

RISKS RELATED TO OUR RELATIONSHIP WITH OUR PARENT

     OUR PARENT AND ITS PRINCIPAL STOCKHOLDER MAY EXERT CONTROL OVER OUR
BUSINESS. Our parent owns all of our Class B shares of common stock. As of
January 29, 2000, our parent held approximately 60% of the value and 90% of the
voting power of our common stock. As a result of its share ownership and its
other rights, our parent is able to elect a majority of the members of our board
of directors. In addition, this concentration of ownership and other rights
could delay or prevent a change of control. Also, Stephen I. Kahn, Chief
Executive Officer and Chairman of the board of directors of our parent and
iTurf, was, as of April 1, 2000, the beneficial owner of approximately 41% of
the outstanding common stock of our parent and, accordingly, may be deemed to be
the beneficial owner of all of the iTurf common stock owned by our parent. As a
result, Mr. Kahn is able to control iTurf in the same manner that our parent is
able to control iTurf.

     Our parent could elect to sell all or a substantial portion of its equity
interest in iTurf to a third party.


                                       10
<PAGE>

In the event of a sale of our parent's interest to a third party, that third
party may be able to control iTurf in the same manner that our parent is able to
control iTurf. Such a sale may adversely affect the market price of the Class A
common stock and may adversely affect iTurf's business, financial condition and
results of operations.

     OVERLAPPING MANAGEMENT AND BOARDS OF DIRECTORS COULD CAUSE CONFLICTS OF
INTEREST BETWEEN US AND OUR PARENT. Several of iTurf's officers and directors
serve as officers and directors of our parent. Service as both a director or
officer of iTurf and a director or officer of our parent could create or appear
to create potential conflicts of interest when those directors and officers are
faced with decisions that could have different implications for iTurf and our
parent. Such decisions may relate to potential acquisitions of businesses, the
intercompany agreements, competition, the issuance or disposition of securities,
the election of new or additional directors, the payment of dividends by iTurf
and other matters.

     Stephen I. Kahn, who is the President, Chief Executive Officer and Chairman
of the board of directors of iTurf, is also the Chief Executive Officer and
Chairman of the board of directors of our parent. Alex S. Navarro is the Chief
Operating Officer and Secretary of iTurf and also an Assistant Secretary and
Counselor At Law of our parent. Christopher C. Edgar is a Vice President of
iTurf and a member of iTurf's board of directors and is the Chief Operating
Officer and Vice Chairman of the board of directors of our parent. Evan
Guillemin is a Vice President of iTurf and a member of iTurf's board of
directors and is the President of our parent.

     Messrs. Kahn, Edgar and Guillemin are employed by both our parent and iTurf
and spend a substantial part of their professional time and effort on behalf of
our parent. In many instances, such efforts for our parent will involve
activities that are unrelated, and in some circumstances may be adverse, to the
interests of iTurf. iTurf has not established any minimum time that Messrs.
Kahn, Edgar and Guillemin are required to spend on iTurf matters.

     Messrs. Kahn, Edgar, Guillemin and Navarro and other iTurf employees
continue to hold shares of and/or options to purchase shares of common stock of
our parent. In addition, employees of iTurf may be eligible to participate in
other benefit plans of our parent that provide opportunities to receive
additional shares of common stock of our parent. These substantial equity
interests in our parent may present these officers and employees with incentives
potentially adverse to iTurf's stockholders.

     WE DEPEND ON OUR PARENT'S BRANDS, GOODS AND SERVICES. We have entered into
a series of intercompany agreements with our parent. Under these agreements, we
depend on our parent to provide us with trademark rights, goods and services
that are key to the success of our business. The termination of the intercompany
agreements or the failure of our parent to perform its obligations under these
agreements satisfactorily would have a material adverse effect on our business.
In addition, we anticipate making material payments to our parent each year for
the foreseeable future under the intercompany agreements.

     WE DEPEND ON OUR PARENT AS A TRADEMARK LICENSOR. Pursuant to the trademark
license and customer list agreement, we license the dELiA*s logo and name, other
valuable trademarks and online content from our parent and its other
subsidiaries on an exclusive basis for Internet use. If our trademark license
and customer list agreement with our parent were terminated, we would need to
change the domain names of most of our Web sites and devote substantial
resources towards building new brand names. Our parent may terminate the
trademark license and customer list agreement if any person other than our
parent, its affiliates or strategic partners acquire 20% or more of the voting
power of iTurf and under other circumstances.

     In addition, the trademark license and customer list agreement contains
restrictions that may prevent


                                       11
<PAGE>

us from marketing our products and services in the same way we would if we owned
these trademarks ourself. Our parent can:

     -    demand that we remove from our Web sites any online content that bears
          one of our parent's trademarks that our parent determines conflicts
          with, interferes with or is detrimental to its reputation or business
          or for certain other reasons;
     -    require us to conform to our parent's guidelines for the use of its
          trademarks;
     -    approve all materials, such as marketing materials, that include any
          of our parent's trademarks; and
     -    control the visual and editorial presentation of content on our Web
          sites that use our parent's trademarks.

     WE DEPEND ON OUR PARENT FOR ADVERTISING. Pursuant to the intercompany
services agreement, our parent provides us with advertising and promotional
space in its catalogs and retail stores. In addition, we are required to
purchase from our parent minimum amounts of advertising space in at least 50% of
all of our parent's catalogs distributed each year. However, our parent controls
the timing and placement of these advertisements and promotions. Our parent
could discontinue promoting iTurf in its current manner. Our parent also makes
no guarantee to us as to the demographic composition of the target audience.
This advertising and promotion is an important element of our strategy to
increase awareness of our brands and increase sales. If we were not able to
advertise in our parent's catalog and retail stores, we would make substantially
fewer sales on our Web sites. The advertising obligations can be terminated by
our parent under the same circumstances as the trademark license and customer
list agreement.

     WE DEPEND ON OUR PARENT FOR SERVICES. Pursuant to the intercompany services
agreement, our parent provides us with services, such as merchandising,
inventory management, creative, marketing, technical, human resources, finance,
accounting, administrative, legal and other services. If our parent fails to
provide these services satisfactorily, we would be required to perform these
services or obtain these services from another provider. In such case, we may
incur additional costs in order to obtain these services and we may be unable to
obtain these services on commercially reasonable terms. If we choose to perform
these services ourselves, we may not be able to perform them adequately, and, as
a result, we could lose a substantial number of customers or employees. The
service obligations can be terminated by our parent under the same circumstances
as the trademark license and customer list agreement.

     Substantially all of our sales orders are currently processed and fulfilled
through our parent's systems. Our parent is generally obligated to provide
fulfillment services to us at a level at least equal to the quality of services
provided by our parent prior to our initial public offering. As a result, our
future revenue depends on our parent's ability to fulfill our e-commerce sales
in an accurate and timely manner.

         WE DEPEND ON OUR PARENT AS A SUPPLIER. Pursuant to the intercompany
services agreement, we may purchase products from our parent for resale on the
Internet. We anticipate that, for the foreseeable future, a majority of our
revenue will be derived from the online sale of merchandise under our parent's
trademarks. Accordingly, iTurf's future revenues and business success depend on
our parent's ability to maintain and renew relationships with its existing
vendors and to establish relationships with additional vendors. We do not have
direct contractual relationships with our parent's suppliers relating to our
parent's merchandise sold on our Web sites. As such, we cannot obtain the same
merchandise directly and are restricted pursuant to the trademark license and
customer list agreement from having such relationships without our parent's
consent. Furthermore, our parent does not have long-term contracts with any of
its suppliers. In addition, many of the smaller vendors used by our parent have
limited resources, production capacities and operating histories. The supply
obligations can be terminated by our parent under the same circumstances as the
trademark


                                       12
<PAGE>

license and customer list agreement.

     Because we sell many of the same products our parent does and advertise our
offerings to our parent's customers, we compete directly with our parent. Our
success at selling products to our parent's customers has an adverse effect on
our parent's cash flows. As we have become more successful in this regard, our
parent's financial condition has become adversely affected. Material adverse
changes to our parent's financial condition jeopardize our ability to continue
to obtain goods and services from our parent under the intercompany agreements.
As a result, we may be required to renegotiate the terms of the intercompany
agreements or provide financing to our parent in order to ensure that we can
continue to obtain goods and services from our parent.

     WE MAY BE CONTINGENTLY LIABLE FOR OUR PARENT'S PENSION OBLIGATIONS. For the
periods that our parent owned at least 80% of the voting and economic power or
value of iTurf's capital stock, we will also be jointly and severally liable,
together with all other members of our parent's "control group", for pension
funding, termination and excise taxes and for other pension-related matters in
the event our parent fails to fully satisfy its legally required pension
obligations. We believe there were no such liabilities outstanding as of
January 29, 2000.

     The intercompany indemnification agreement provides that our parent
indemnify iTurf for certain tax and pension liabilities resulting from our
relationship with our parent, including the costs of defending against any
assertion of claims against iTurf. We cannot assure you that our parent will be
able to fulfill its obligations under such agreement. Therefore, we may be
liable for payments in such instance.

     WE FACE POTENTIAL COMPETITION FROM OUR PARENT. Any of the following events
could have a material adverse effect on our business or our stockholders:

     -    any competition from our parent that results in a loss of a corporate
          opportunity by iTurf to our parent;
     -    any engagement by our parent in any activity that is similar to the
          businesses of iTurf; or
     -    the early termination of the trademark license and customer list
          agreement.

However, our parent has agreed in the trademark license and customer list
agreement to refrain from competing with us in the teen and young adult Internet
business without our consent. Our parent is under no other obligation to refrain
from competing with us or to share with us any future business opportunities
available to it. iTurf's Restated Certificate of Incorporation includes
provisions that may permit our parent to compete with us in areas unrelated to
the teen and young adult Internet business.

RISKS RELATED TO THE INTERNET INDUSTRY

     WE DEPEND ON CONTINUED GROWTH IN USE OF THE WEB. Our industry is new and
rapidly evolving. A decrease in the growth of Web usage would adversely affect
our business. The following factors may inhibit growth in Web usage:

     -    inadequate Internet infrastructure;
     -    security and privacy concerns;
     -    inconsistent quality of service; and
     -    unavailability of cost-effective, high-speed service.


                                       13
<PAGE>

     Our success depends upon the ability of the Internet infrastructure to
support increased use. The performance and reliability of the Web may decline as
the number of users increases or the bandwidth requirements of users increase.
The Web has experienced a variety of outages due to damage to portions of its
infrastructure. If outages or delays frequently occur in the future, Web usage,
including usage of our Web sites, could grow slowly or decline. Even if the
necessary infrastructure or technologies are developed, we may have to spend
considerable amounts to adapt our solutions accordingly.

     WE DEPEND ON CONTINUED GROWTH OF ONLINE COMMERCE. Our future revenue and
profits depend upon the widespread acceptance and use of the Web as an effective
medium of commerce. Failure of the Web and online services to become a viable
commercial marketplace would materially adversely affect our business.

     Rapid growth in the use of the Web and commercial online services is a
recent phenomenon. We cannot assure you that a large base of consumers will
adopt and continue to use the Web as a medium of commerce. Demand for recently
introduced services and products over the Web and online services is subject to
a high level of uncertainty. The successful development of the Web and online
services is subject to a number of factors, including:

     -    continued growth in the number of users of such services;
     -    concerns about transaction security;
     -    continued development of the necessary technological infrastructure;
          and
     -    the development of complementary services and products.

     WE DEPEND ON AN UNPROVEN INTERNET COMMUNITY BUSINESS MODEL. The Internet
community business model is an unproven business model. Our ability to generate
significant revenues from advertisers and sponsors will depend, in part, on our
ability to generate sufficient user traffic with demographic characteristics
attractive to our advertisers. Failure of the market for online advertising to
develop or slower development than expected would materially adversely affect
our business.

     The intense competition among Web sites that sell online advertising has
led to the creation of a number of pricing alternatives for online advertising.
It is difficult for us to project future levels of advertising revenue that can
be sustained by us or the online advertising industry in general. Although we do
not currently derive a substantial portion of our revenue from advertising, our
business model depends in part on increasing the amount of such revenue.

     WE DEPEND ON THE STORAGE OF PERSONAL INFORMATION ABOUT OUR USERS. Web sites
typically place identifying data, or cookies, on a user's hard drive without the
user's knowledge or consent. iTurf and other Web sites use cookies for a variety
of reasons, including the collection of data derived from the user's Internet
activity. Any reduction or limitation in the use of cookies could limit the
effectiveness of our sales and marketing efforts. Most currently available Web
browsers allow users to remove cookies at any time or to prevent cookies from
being stored on their hard drive. In addition, some commentators, privacy
advocates and governmental bodies have suggested limiting or eliminating the use
of cookies. Furthermore, the European Union recently adopted a directive
addressing data privacy that may limit the collection and use of information
regarding Internet users. This directive may limit our ability to target
advertising or collect and use information in European countries.

     WE MAY BE SUED REGARDING PRIVACY CONCERNS. Despite the display of our
privacy policy on our Web sites, any penetration of our network security or
misappropriation of our users' personal or credit card information could subject
us to liability. We may be liable for claims based on unauthorized purchases
with


                                       14
<PAGE>

credit card information, impersonation or other similar fraud claims. Claims
could also be based on other misuses of personal information, such as for
unauthorized marketing purposes. These claims could result in litigation. In
addition, the Federal Trade Commission and several states have investigated the
use by Internet companies of personal information. In 1998, the U.S. Congress
enacted the Children's Online Privacy Protection Act of 1998. The Federal Trade
Commission has recently promulgated final regulations interpreting this act. We
depend upon collecting personal information from our customers and we believe
that the regulations under this act will make it more difficult for us to
collect personal information from some of our customers. We could incur expenses
if new regulations regarding the use of personal information are introduced or
if our privacy practices were investigated.

     GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD ADD ADDITIONAL BURDENS
TO DOING BUSINESS ON THE INTERNET. Laws and regulations applicable to Internet
communications, commerce and advertising are becoming more prevalent. The
adoption or modification of laws or regulations applicable to the Internet could
adversely affect our business. The most recent session of the U.S. Congress
passed laws regarding online children's privacy, copyrights and taxation. The
law governing the Internet, however, remains largely unsettled. New laws may
impose burdens on companies conducting business over the Internet.

     Although our online transmissions generally originate in New York, the
governments of other states or foreign countries might attempt to regulate our
transmissions or levy sales or other taxes relating to our activities. It may
take years to determine whether and how existing laws governing intellectual
property, privacy, libel and taxation apply to the Internet and online
advertising. In addition, the growth and development of online commerce may
prompt calls for more stringent consumer protection laws, both in the United
States and abroad. We also may be subject to regulation not specifically related
to the Internet, including laws affecting direct marketers and advertisers.

     WEB SECURITY CONCERNS COULD HINDER ONLINE COMMERCE AND ADVERTISING. The
need to securely transmit confidential information such as credit card and other
personal information over the Internet has been a significant barrier to online
commerce and communications. Any publicized compromise of security could deter
people from accessing the Web or from using it to transmit confidential
information. Furthermore, decreased online traffic and sales as a result of
general security concerns could cause advertisers to reduce their amount of
online spending. Such security concerns could reduce our market for online
commerce and indirectly influence our ability to sell online advertising. We may
also incur significant costs to protect iTurf against the threat of problems
caused by such security breaches.

     WE MAY BE LIABLE FOR INFORMATION DISPLAYED ON AND COMMUNICATION THROUGH OUR
WEB SITES. We may be subjected to claims for defamation, negligence, copyright
or trademark infringement or other theories relating to the information we
publish on our Web sites. These claims have been brought against Internet
companies as well as print publications in the past. Based on links we provide
to other Web sites, we could also be subjected to claims based upon the online
content we do not control that is accessible from our Web sites. Claims may also
be based on statements made and actions taken as a result of participation in
our chat rooms.

     CHANGES IN REGISTRATION OF DOMAIN NAMES MAY RESULT IN THE LOSS OF OR CHANGE
IN OUR DOMAIN NAMES AND A REDUCTION IN BRAND AWARENESS AMONG OUR CUSTOMERS. The
regulation of domain names in the United States and in foreign countries is
expected to change in the near future. As a result, we cannot assure you that we
will be able to acquire or maintain relevant domain names in all countries in
which iTurf conducts business. iTurf holds various Web domain names relating to
its brands, including the iTurf.com, dELiAs.cOm and gURL.com domain names. The
acquisition and maintenance of domain names generally is


                                       15
<PAGE>

regulated by governmental agencies and their designees. In the United States,
the National Science Foundation has appointed Network Solutions, Inc. as the
current exclusive registrar for the ".com," ".net" and ".org" generic top-level
domains. We expect future changes in the United States to include a transition
from the current system to a system controlled by a non-profit corporation and
the creation of additional top-level domains. Requirements for holding domain
names also are expected to be affected. Furthermore, the relationship between
regulations governing domain names and laws protecting trademarks and similar
proprietary rights is unclear. Therefore, we may be unable to prevent third
parties from acquiring domain names that are similar to, infringe upon or
otherwise decrease the value of our trademarks and other proprietary rights. Any
such inability could have a material adverse effect on our business, results of
operations and financial condition.

     WE MAY BE UNABLE TO RESPOND TO RAPID TECHNOLOGICAL CHANGE IN OUR INDUSTRY.
The Internet, e-commerce and online advertising markets are characterized by
rapidly changing technologies, evolving industry standards, frequent new product
and service introductions, and changing customer preferences. Our success will
depend on our ability to adapt to rapidly changing technologies and address our
customers' changing preferences. We may experience difficulties that delay or
prevent our being able to do so. Material delays in introducing new technologies
and enhancements to our services may cause customers and advertisers to make
purchases from or visit the Web sites of our competitors.

RISKS RELATED TO INVESTMENTS IN OUR CLASS A COMMON STOCK

     SALES OF OUR CLASS A COMMON STOCK BY OUR PARENT MAY ADVERSELY AFFECT OUR
STOCK PRICE. Any sale by our parent of our common stock could cause our stock
price to fall. Our parent owns all of the outstanding shares of Class B common
stock. These shares are convertible into shares of our Class A common stock. Our
parent does not have any restrictions on selling any of our securities held by
it in the public market, other than as provided under applicable securities
laws. The shares held by our parent are "restricted securities" under Rule 144
under the Securities Act and are eligible for sale subject to the limitations of
Rule 144. In addition, our parent can require us to register the shares of Class
B common stock it owns for public sale pursuant to the dELiA*s common stock
registration rights agreement.

     As of April 20, 2000, there were 8,598,870 shares of Class A common stock
outstanding. Of the outstanding Class A shares, all are freely tradeable, except
for any shares purchased by our "affiliates" as defined in Rule 144 , 1,099,988
shares held by the former stockholders of TheSpark.com Inc, which we acquired in
February 2000, and 396,749 shares held by the former stockholders of Ontap.com
Inc. and their donees, which we acquired in September 1999. The 1,099,988 shares
held by the TheSpark stockholders are restricted securities. We are obligated to
register these shares for resale under the Securities Act as soon as practicable
after May 3, 2000. These shares are subject to a lock-up agreement with iTurf,
under which 329,997 may not be resold until August 15, 2000. Another 329,997
shares may not be resold until February 15, 2001. Another 219,997 shares may not
be resold until August 15, 2001. The final 219,997 shares may not be resold
until February 15, 2002. Under certain circumstances, the restriction on resale
of up to 760,233 of these shares may be extended to February 15, 2004. The
396,749 shares held by the Ontap.com stockholders are subject to a lock-up
agreement that expires on September 1, 2000.

     We are also obligated to issue up to 2,683,634 shares of our Class A common
stock to the former stockholders of TheSpark.com Inc, depending upon
satisfaction of performance goals relating to TheSpark.com Web site. Of this
additional consideration, a first portion is based on the amount of certain
categories of revenues generated by or related to theSpark.com Web site during
the 52-week period beginning February 27, 2000 and ending February 24, 2001 and
a second portion is based on the amount


                                       16
<PAGE>

of certain categories of revenues generated by or related to theSpark.com Web
site during the 52-week period beginning February 25, 2001 and ending February
23, 2002. Any shares issued as a result of satisfaction of the performance goals
will also be subject to lock-up agreements. Approximately 37% of the first
portion of these shares may not be resold until August 15, 2001. The remaining
approximately 63% of the first portion of these shares may not be resold until
February 15, 2002. Approximately 37% of the second portion of these shares may
not be resold until August 15, 2002. The remaining approximately 63% of the
second portion of these shares may not be resold until February 15, 2003.

     We may waive the lock-up restrictions referred to above, in which case the
shares of Class A common stock subject to these agreements would be eligible for
resale earlier than described.

     Sales of a large number of shares of our Class A common stock by affiliates
or by the former stockholders of TheSpark.com or Ontap.com could have an adverse
effect on the market price for our Class A common stock.

     As of January 29, 2000, 4,050,000 shares of Class A common stock were
reserved for issuance under our stock incentive plan, of which options to
purchase 2,989,863 shares were then outstanding and of which 304,058 options
were then exercisable. iTurf has filed a Form S-8 registration statement under
the Securities Act to register shares issued and reserved for issuance under the
stock incentive plan. Shares of Class A common stock issued under our stock
incentive plan or upon exercise of options are available for sale in the public
market, subject to Rule 144 volume limitations. The possible sale of a
significant number of these shares may cause the price of our Class A common
stock to fall.

     OUR CLASS A COMMON STOCK PRICE COULD BE EXTREMELY VOLATILE, AS IS TYPICAL
OF INTERNET-RELATED COMPANIES. The stock market has experienced significant
price and volume fluctuations and the market prices of securities of technology
companies, particularly Internet-related companies, have been highly volatile.

     In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such a company. The institution of such litigation against us
could result in substantial costs to us and a diversion of our management's
attention and resources.

     OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER. Provisions
of Delaware law, our Restated Certificate of Incorporation or our bylaws could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our stockholders.

                               SELLING STOCKHOLDER

     The shares of Class A common stock were issued by iTurf in connection with
the acquisition of TheSpark.com, Inc. The transaction was exempt from the
registration requirements of the Securities Act. iTurf has agreed with each
selling stockholder to file the registration statement to register for resale
the shares of Class A common stock set forth below. None of the selling
shareholders has had a material relationship with iTurf within the past three
years other than as a result of the ownership of our shares or other securities.
We will not receive any of the proceeds from the sales of shares by the selling
stockholders.

     The following table sets forth information, as of April 30, 2000, with
respect to each selling stockholder. The information below is based on
information provided by or on behalf of the selling stockholders. The selling
stockholders may offer all, some or none of the Class A common stock. Because


                                       17
<PAGE>

the selling stockholders may offer all or some portion of the Class A common
stock, no estimate can be given as to the amount of the Class A common stock
that will be held by the selling stockholders upon completion of this offering.
In addition, the selling stockholders identified below may have sold,
transferred or otherwise disposed of all or a portion of their Class A common
stock since the date on which they provided the information regarding their
Class A common stock.

<TABLE>

<CAPTION>

                                                                                                     SHARES OF dELIA*S
                            SHARES OF iTURF CLASS A                      SHARES OF iTURF CLASS A           INC.
                           COMMON STOCK BENEFICIALLY                    COMMON STOCK BENEFICIALLY      COMMON STOCK
                                     OWNED                                        OWNED                BENEFICIALLY
                              BEFORE OFFERING(1)                            AFTER OFFERING(1)            OWNED(1)
                         ------------------------------                -------------------------------------------------
                                                          NUMBER OF
                                                       SHARES OF iTURF
                                                       CLASS A COMMON
                         NUMBER   PERCENTAGE  VOTING        STOCK              PERCENTAGE  VOTING            PERCENTAGE
                           (2)      OWNED    POWER(3)    OFFERED (1)   NUMBER    OWNED    POWER(3)   NUMBER    OWNED
                           ---      -----    --------    -----------   ------  ---------- --------   ------  -------
<S>                     <C>         <C>      <C>            <C>         <C>      <C>       <C>       <C>      <C>
SELLING STOCKHOLDERS:
Christopher Coyne (4)...  236,887    2.8%        *             814,816   --       --         --       --        --
Maxwell Krohn (4).......  236,887    2.8         *             814,816   --       --         --       --        --
Sam Yagan (4)...........  236,887    2.8         *             814,816   --       --         --       --        --
Net Associates (5)......  220,000    2.6         *             756,727   --       --         --       --        --
Eli Bolotin (4).........   70,740     *          *             243,324   --       --         --       --        --
Andrew Prihodko (4).....   41,128     *          *             141,470   --       --         --       --        --
Justin Kestler (4)......   29,827     *          *             102,597   --       --         --       --        --
Christian Rudder (4)....   19,740     *          *              67,900   --       --         --       --        --
Thomas Russo (4)........    2,960     *          *              10,184   --       --         --       --        --
Joanna Tengroth (4).....    2,466     *          *               8,486   --       --         --       --        --
Dan Ring (4)............    1,480     *          *               5,092   --       --         --       --        --
Brian Phillips (4)......      986     *          *               3,394   --       --         --       --        --
TOTAL...................            12.8%      1.4%                      --       --         --       --        --

</TABLE>

(1) Shares that an individual or group has the right to acquire within 60 days
of April 30, 2000 pursuant to the exercise of options, warrants or conversion
privileges are deemed to be outstanding for the purpose of computing the
percentage ownership of such person or group, but are not deemed outstanding for
the purpose of computing the percentage ownership of any other person listed in
this table. The number of shares beneficially owned by each selling stockholder
does not include shares that each selling stockholder has a contingent right to
receive pursuant to the terms of the TheSpark.com Inc. acquisition agreement,
based upon achievement of performance targets by TheSpark.com Inc. The aggregate
number of shares of Class A common stock which may be issued based upon achieve
these performance targets is 2,683,634. These shares, which have not yet been
issued, are included in the number of shares of iTurf Class A common stock
offered by each selling stockholder.

(2) 13% of the number of shares of Class A common stock beneficially owned by
each selling stockholder before the offering are held by an escrow agent subject
to an escrow arrangement entered into in connection with the TheSpark.com
Acquisition.

(3) Voting power reflects the fact that each share of Class B common stock is
entitled to six votes, while Class A common stock is entitled to one vote per
share.

(4) The shares beneficially owned by this selling stockholder are subject to a
lock-up agreement with iTurf. The selling stockholder may sell 25% of his shares
on or after August 15, 2000, 50% of his shares on or after February 15, 2001,
75% of his shares on or after August 15, 2001 and 100% of his shares on or after
February 15, 2002, subject to extension of such dates under some circumstances.
The shares which this selling stockholder has the contingent right to receive
(see note 1 above) are subject to an additional lock-up arrangement.

(5) The shares beneficially owned by this selling stockholder are subject to a
lock-up agreement with iTurf. The selling stockholder may sell 50% of his shares
on or after August 15, 2000, 87% of his shares on or after February 15, 2001 and
100% of his shares on or after May 31, 2001. The shares which this selling
stockholder has the contingent right to receive (see note 1 above) are subject
to an additional lock-up arrangement.

                              PLAN OF DISTRIBUTION

     The shares of our Class A common stock covered by this prospectus may be
offered and sold from time to time by the selling stockholders. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. The selling stockholders may sell the
shares being offered hereby on The Nasdaq Stock Market, or otherwise, at prices
and under terms then prevailing or at prices related to the then current market
price or at negotiated prices. The shares may be sold


                                       18
<PAGE>

by one or more of the following means of distribution: (a) a block trade in
which the broker-dealer so engaged will attempt to sell such shares as agent,
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to this prospectus; (c) an
over-the-counter distribution in accordance with the rules of The Nasdaq Stock
Market; (d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and (e) in privately negotiated transactions. To the extent
required, this prospectus may be amended or supplemented from time to time to
describe a specific plan of distribution. In connection with distributions of
such shares or otherwise, the selling stockholders may enter into hedging
transactions with broker-dealers or other financial institutions. In connection
with such transactions, broker-dealers or other financial institutions may
engage in short sales of our Class A common stock in the course of hedging the
positions they assume with such selling stockholders. The selling stockholders
may also sell our Class A common stock short and redeliver the shares to close
out such short positions. The selling stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions which
require the delivery to such broker-dealer or other financial institution of
shares of our Class A common stock offered hereby, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction and pledgee).
The selling stockholders may also pledge such shares to a broker-dealer or other
financial institution, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged shares pursuant to this
prospectus (as supplemented or amended to reflect such transaction). In
addition, any shares of our Class A common stock covered by this prospectus that
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this prospectus.

     In effecting sales, brokers, dealers or agents engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
selling stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any such commissions, discounts or concessions may be deemed to be
underwriting discounts or commissions under the Securities Act. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares of Class A common stock covered by this
prospectus against certain liabilities, including liabilities arising under the
Securities Act. We will pay all expenses incident to the offering and sale of
the shares of the Class A common stock covered by this prospectus to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes and expenses such as legal fees incurred by some of the
selling stockholders.

     In order to comply with the securities laws of certain states, if
applicable, the shares of our Class A common stock covered by this prospectus
must be sold in such jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states such shares may not be sold unless
they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is
complied with.

     We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares of our Class
A common stock covered by this prospectus in the market and to the activities of
the selling stockholders and their affiliates. In addition, we will make copies
of this prospectus available to the selling stockholders and have informed them
of the need for delivery of copies of this prospectus to purchasers at or prior
to the time of any sale of the shares of Class A common stock covered by this
prospectus.

     The selling stockholders may from time to time transfer shares to a donee,
successor or other


                                       19
<PAGE>

person, other than for value, and such transfers will not be made pursuant to
this prospectus. Such donees, successors and other transferees may effect sales
of the shares donated, distributed or transferred pursuant to this prospectus
(as supplemented or amended to reflect such transaction and donee, distributee
or transferee). We have agreed to certain assignments of registration rights
under a registration rights agreement with some of the selling stockholders.

     At the time a particular offer of shares of our Class A common stock
covered by this prospectus is made, if required, a prospectus supplement will be
distributed that will set forth the number of shares of our Class A common stock
covered by this prospectus being offered, the name of any pledgee, donee,
successor or other transferee who may sell shares under this prospectus and the
terms of the offering, including the name of any underwriter, dealer or agent,
the purchase price paid by any underwriter, any discount, commission and other
item constituting compensation, any discount, commission or concession allowed
or reallowed or paid to any dealer, and the proposed selling price to the
public.

     The sale of shares of our Class A common stock covered by this prospectus
by the selling stockholders is subject to compliance by the selling stockholders
with certain contractual restrictions with the Company. There can be no
assurance that the selling stockholders will sell all or any of the shares of
common stock covered by this prospectus.

     We have agreed to indemnify the selling stockholders and any person
controlling a selling stockholder against certain liabilities, including
liabilities under the Securities Act. The selling stockholders have agreed to
indemnify the Company and certain related persons against certain liabilities,
including liabilities under the Securities Act.

     We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective for up to two
years following the date on which the registration statement containing this
prospectus becomes effective.

                                  LEGAL OPINION

     The validity of the shares of Class A common stock offered hereby will be
passed upon for us by Alex S. Navarro, Esq., our Chief Operating Officer,
General Counsel and Secretary. Mr. Navarro owns 3,000 shares of our Class A
common stock and options to purchase an additional 181,188 shares.

                                     EXPERTS

     Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended January 29, 2000, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.


                                       20
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     An estimate of the fees and expenses of issuance and distribution (other
than discounts and commissions) of the Common Stock offered hereby (all of which
will be paid by the Company) is as follows:

<TABLE>

<CAPTION>

      <S>                                                  <C>
         SEC registration fee............................   $  4,495
         Printing expenses...............................      5,000
         Legal fees and expenses.........................      5,000
         Accounting fees and expenses....................      5,000
         Miscellaneous expenses..........................      1,000
                                                            --------
                  Total..................................   $  20,495
                                                            =========

</TABLE>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). As permitted by the Delaware General Corporation Law, the Registrant's
Amended and Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law (regarding unlawful dividends and stock purchases) or (iv) for
any transaction from which the director derived an improper personal benefit.

     As permitted by the Delaware General Corporation Law, the Bylaws of the
Registrant provide that (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain very limited exceptions, (ii) the Registrant
may indemnify its other employees and agents as set forth in the Delaware
General Corporation Law, (iii) the Registrant is required to advance expenses,
as incurred, to its directors and executive officers in connection with a legal
proceeding to the fullest extent permitted by the Delaware General Corporation
Law, subject to certain very limited exceptions and (iv) the rights conferred in
the Bylaws are not exclusive. At present, there is no pending litigation or
proceeding involving a director, officer or employee of the Registrant regarding
which indemnification is sought, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification. Reference is also made
to the registration rights agreement between iTurf and the selling stockholders
entered into in connection with our acquisition of TheSpark.com Inc, which
provides for the indemnification of officers, directors and controlling persons
of the Registrant against certain liabilities. The indemnification provisions in
the Registrant's Restated Certificate of Incorporation and in its Bylaws may be
sufficiently broad to permit indemnification of the Registrant's directors and
executive


                                      II-1
<PAGE>

officers for liabilities arising under the Securities Act. The Registrant, with
approval by the Registrant's Board of Directors, expects to obtain directors'
and officers' liability insurance.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>

<CAPTION>

    EXHIBIT NO.     EXHIBIT DESCRIPTION
    -----------     -------------------
    <S>            <C>
          5         Opinion of Alex S. Navarro, Esq., General Counsel of the
                    Company regarding legality of securities

          23.1      Consent of Ernst & Young LLP

          23.2      Consent of Alex S. Navarro, Esq. (included in the opinion
                    filed as Exhibit 5)

          24        Powers of Attorney (included on page II-4)

</TABLE>

ITEM 17.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;

         (iii) To include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-2
<PAGE>

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

     The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                      II-3
<PAGE>

                                                     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 3, 2000

                                   iTURF INC.

                                   By: /S/ STEPHEN I. KAHN
                                      ------------------------------------------
                                           Stephen I. Kahn
                                           President and
                                           Chief Executive Officer

                        SIGNATURES AND POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stephen I. Kahn, Dennis Goldstein and Alex S.
Navarro, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to act, without the other, for
him and in his name, place, and stead, in any and all capacities, to sign a
Registration Statement on Form S-3 of iTurf Inc., and any or all amendments
(including post-effective amendments) thereto, relating to the offering of
shares of its Class A common stock, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>

<CAPTION>

SIGNATURES                      TITLE                                DATE
- ----------                      -----                                ----
<S>                            <C>                                  <C>
/S/ STEPHEN I. KAHN             President, Chief Executive Officer   May 3, 2000
- ----------------------------    and Chairman of the Board
Stephen I. Kahn                 (principal executive officer)

/S/ DENNIS GOLDSTEIN            Chief Financial Officer and          May 3, 2000
- ----------------------------    Treasurer (principal financial
Dennis Goldstein                and accounting officer)

/S/ CHRISTOPHER C. EDGAR        Vice President and Director          May 3, 2000
- ----------------------------
Christopher C. Edgar

</TABLE>


                                      II-4
<PAGE>

<TABLE>

<CAPTION>

<S>                            <C>                                  <C>

/S/ EVAN GUILLEMIN              Vice President and Director          May 3, 2000
- ----------------------------
Evan Guillemin

/S/ BRUCE NELSON                Director                             May 3, 2000
- ----------------------------
Bruce Nelson

</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

<TABLE>

<CAPTION>

     EXHIBIT NO.              EXHIBIT DESCRIPTION
     -----------              -------------------

        <S>       <C>
          5         Opinion of Alex S. Navarro, Esq., General Counsel of the
                    Company regarding legality of securities

          23.1      Consent of Ernst & Young LLP

          23.2      Consent of Alex S. Navarro, Esq. (included in the opinion
                    filed as Exhibit 5)

          24        Powers of Attorney (included on page II-4)

</TABLE>


                                      II-6

<PAGE>

                                                                       EXHIBIT 5

                                   iTURF INC.
                             ONE BATTERY PARK PLAZA
                            NEW YORK, NEW YORK 10004

                                                                     May 3, 2000

iTurf Inc.
One Battery Park Plaza
New York, New York  10004

Dear Sirs:

     I am General Counsel of iTurf Inc., a Delaware corporation (the "Company"),
and I am rendering this opinion in connection with the Registration Statement on
Form S-3 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933 (the "Act"), relating to the
registration of 3,783,622 shares (the "Shares") of Class A common stock, par
value $.01 per share, of the Company.

     As such counsel, I have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection with the
issuance of the Shares. I have also examined and relied upon originals or
copies, certified or otherwise authenticated to my satisfaction, of all such
corporate records, documents, agreements and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
I have deemed proper and necessary as a basis for rendering this opinion.

     Based upon, and subject to, the foregoing, I am of the opinion that
1,099,988 of the Shares are duly authorized, validly issued fully paid, and
non-assessable, and the remaining 2,683,634 of the Shares are duly authorized,
and when issued in accordance with the terms of the Agreement and Plan of Merger
by and among the Company, iTurf Caveman Acquisition Corporation, TheSpark.com,
Inc. ("Spark") and the stockholders of Spark, will be validly issued fully paid,
and non-assessable

     I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                                                Very truly yours,


<PAGE>

                                                /s/ Alex S. Navarro



<PAGE>
                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and the related Prospectus of iTurf Inc. for
the registration of 3,783,622 shares of its Class A Common Stock and to the
incorporation by reference therein of our report dated March 30, 2000 with
respect to the consolidated financial statements of iTurf Inc. included in its
Annual Report (Form 10-K) for the year ended January 29, 2000 filed with the
Securities and Exchange Commission.

ERNST & YOUNG LLP
New York, New York
May 3, 2000
 [an error occurred while processing this directive]

© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission