UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

X       Annual  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
-       
        Exchange  Act of 1934
For the  fiscal  year  ended:  December  31,  1999
                               ------------------- 
                                       or
                                       --
____  Transition  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934 For the transition period from _____to _____

                         Commission file number: 1-10932

                         INDIVIDUAL INVESTOR GROUP, INC.
                         -------------------------------
             (Exact name of registrant as specified in its Charter)             
Delaware                                                              13-3487784
--------                                                              ----------
(State or other jurisdiction of                                     IRS Employer
incorporation or organization)                               Identification No.)

                125 Broad Street, 14th Floor, New York, NY 10004
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code:  (212) 742-2277
                                                            --------------

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

         Securities  registered  pursuant  to Section  12(g) of the Act:  COMMON
STOCK, $.01 per share

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

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

         As of April 10, 2000,  the aggregate  market value of the  Registrant's
Common  Stock  (based on the closing sale price of the Common Stock on that date
on the Nasdaq National  Market) held by  non-affiliates  of the Registrant,  was
approximately $20,979,752.

         As of April 10,  2000,  10,384,602  shares of the  Common  Stock of the
Registrant were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the  Registrant's  definitive  Proxy Statement for its 1999
Annual Meeting of Stockholders  (the "Proxy  Statement") to be filed pursuant to
Regulation 14A of the Securities  and Exchange  Commission  under the Securities
Exchange Act of 1934, as amended,  which is  anticipated  to be filed within 120
days after the end of  Registrant's  fiscal year ended  December 31,  1999,  are
incorporated by reference into Part III hereof.




<PAGE>


     Important Notice Concerning "Forward-looking Statements" in this Report

   1.    "Forward-looking  Statements."  Certain  parts of this Report  describe
historical  information  (such as operating  results for the year ended December
31, 1999), and the Company believes the descriptions to be accurate. In contrast
to  describing  the past,  various  sentences of this Report  indicate  that the
Company  believes  certain  results are likely to occur after December 31, 1999.
These  sentences  typically  use words or phrases  like  "believes,"  "expects,"
"anticipates," "estimates," "will continue" and similar expressions.  Statements
using   those   words  or  similar   expressions   are   intended   to  identify
"forward-looking  statements"  as  that  term  is  used  in  Section  27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended. Forward-looking statements include, but are not limited
to,  projections  of  operating  results for periods  after  December  31, 1999,
concerning either a specific segment of the Company's business or the Company as
a whole. For example,  projections  concerning the following are forward-looking
statements:  net revenues,  operating expenses, net income or loss, contribution
to  overhead,  number  of  subscribers,   subscription  revenues,  revenues  per
advertising page, number of advertising pages, production expense per copy, page
views, revenues per page view, marketing expenses,  sales expenses,  and general
and administrative expenses. Any statement in this Report that does not describe
a historical fact is deemed to be a forward-looking statement.

   2.    Actual Results May Be Different than  Projections.  Due to a variety of
risks and  uncertainties,  however,  actual results may be materially  different
from the results projected in the  forward-looking  statements.  These risks and
uncertainties  include  those  set  forth in Item 1 of Part I  hereof  (entitled
"Business"),  in Item 7 of Part II hereof (entitled "Management's Discussion and
Analysis  of  Financial  Condition  and Results of  Operations"),  in Exhibit 99
hereof and elsewhere in this Report.

   3.    The  Company  Has No Duty to Update  Projections.  The  forward-looking
statements  in this  Report are  current  only on the date this Report is filed.
After the filing of this Report,  the Company's  expectations  of likely results
may change,  and the Company might come to believe that certain  forward-looking
statements in this Report are no longer accurate. The Company shall not have any
obligation,  however,  to release  publicly any  corrections or revisions to any
forward-looking  statements  contained  in  this  Report,  even  if the  Company
believes the forward-looking statements are no longer accurate.


                                     PART I


ITEM 1.  BUSINESS

         Individual Investor Group, Inc. and its subsidiaries (collectively, the
"Company")  is a financial  media company with a portfolio of Internet and print
properties  that address the needs of (1) an expanding  community of  investment
enthusiasts,  (2) financial planners and brokers that serve that community,  and
(3)  advertisers and business  partners who want to reach that market.  Reaching
more than three million upscale,  highly educated and  Internet-savvy  investors
and  financial  professionals  every month,  the Company's  properties  include:
individualinvestor.com  (http://www.individualinvestor.com),   InsiderTrader.com
(http://www.InsiderTrader.com),   Individual  Investor  magazine  (500,000  paid
circulation),   Ticker(sm)  magazine  (100,000  controlled   circulation),   and
Individual Investor's Special Situations Report newsletter. The Company believes
that the two forms of  distribution  of financial  information - electronic  and
print - are  complementary and provide a competitive  advantage.  The Company is
committed to exploiting the synergies  that the two forms of media  provide.  In
addition, the Company has developed the INDI SmallCap 500(TM) index of small-cap
stocks,  which is listed on the American  Stock Exchange under the ticker symbol
NDI. The Company hopes to license the index to third parties to create financial
products  (such as  exchange-traded  share products and mutual funds) based upon
the index.

         The Company also plans to continue to monetize its  desirable  Internet
and  print  demographics  through   equity-for-advertising   barter  deals.  The
Company's first such deal, in which it provided  $250,000 of advertising in 1997
for stock in Wit Capital Group,  Inc.,  yielded a gain in excess of $2.8 million
in the fourth quarter of 1999. In addition,  the Company netted a gain in excess
of $900,000 during the third quarter of 1999 on its investment in Kirlin Holding
Corp.  The Company's  investment in Kirlin  Holding Corp. was made in connection
with an  equity-for-advertising  acquisition of a stake in Kirlin's  subsidiary,
VentureHighway.com   Inc.   The   Company's   stakes   in   Internet   start-ups
VentureHighway.com  Inc.  and  ReverseAuction.com,  Inc.  also hold  promise  of
appreciation. There can be no assurance that the Company will realize any gains,
however,  and the Company  instead may incur losses,  in  connection  with these
investments.  The Company's  management is actively pursuing  discussions with a
number of Internet  start-ups  regarding  potential barter deals.  However,  the
Company  may not be able to enter  into  any  additional  transactions  of these
types. The Company also believes that it has large e-commerce  opportunities for
future growth through database mining of its Internet  registered user and print
subscriber lists.

         The Company provides research and analysis of investment information to
individuals and investment  professionals through two business segments:  Online
Services and Print Publications.  The relative  contribution of the two business
segments to the Company's  operating  revenue and operating profit for the three
years ended  December 31, 1999, and the  identifiable  assets of each segment at
the end of each year,  are  included  in Note 11 to the  Company's  consolidated
financial statements, which Note is hereby incorporated by reference.

ONLINE SERVICES

         Online  Services  revenues from  advertising,  subscriptions  and other
sources for the year ended December 31, 1999, totaled $2,304,546,  or 13% of the
Company's total revenues from continuing operations, up 103% from $1,136,032, or
7% of the Company's total revenues from continuing operations,  in 1998. Traffic
to the Company's  websites  totaled nearly 16 million page views in the December
1999 quarter, a 32% increase over the September 1999 quarterly traffic.

individualinvestor.com (www.individualinvestor.com)

         The Company launched its flagship Website,  individualinvestor.com,  in
1997. In mid November  1999,  the site was  redesigned.  The site provides users
with continuously updated research,  recommendations,  message boards, portfolio
tracking,  analytical  tools,  and news and  financial  information.  Unlike the
majority  of  online  financial  media  companies  (e.g.,  CBS  MarketWatch.com,
TheStreet.com,  Yahoo!  Finance),  individualinvestor.com  uses its own research
analysts to make stock recommendations.  The site allows for interaction between
users and the Company's approximately 40 research analysts, writers and editors.
individualinvestor.com  also builds upon work  presented in Individual  Investor
magazine (e.g., material developed for the print publication's  educational area
is re-purposed in the Investor University(R) section of  individualinvestor.com,
and the web site provides  daily updates on the current Magic 25(TM) picks which
were first written about in the January issue of Individual  Investor magazine).
As of March 1, 2000, individualinvestor.com had approximately 200,000 registered
users  (registration is currently required only to use the portfolio tools, post
messages on message boards and enter  investment  contests run on the site),  up
from 155,000 registered users in March 1999.

         Through content sharing and syndication,  the Company seeks to increase
its  brand  awareness,  create  links to its  consumer  web  sites,  and in some
instances, benefit from revenue sharing agreements. The Company has entered into
several key content sharing  relationships with major Internet companies such as
Yahoo! Finance, Lycos, and CMGI's AltaVista. These content-sharing  arrangements
are  accomplished at little or no cost to the Company by using existing  content
(e.g.,  "Stock of the Day," "Industry  Analysis," and "Magic 25 Week in Review")
from  individualinvestor.com.  In the  fourth  quarter of 1999,  Internet  users
accessed in excess of 6.6 million page views of the  Company's  proprietary  and
branded  financial  commentary,  analysis and research on its content  partners'
sites, in addition to the 16 million page views on the Company's own sites.

         The Company has also taken other initiatives to enhance traffic.  These
include  continuously  posting  up-to-date  research,  daily e-mail alerts,  and
promoting various investment contests,  such as the Dodge-sponsored  Magic25(TM)
Challenge and the Individual Investor of the Year(TM) contest.  The Company also
expects to expand  its  current  offerings  on  individualinvestor.com  with new
centers,  (e.g., an options center and an earnings center),  in association with
other  Internet  companies.  The  Company  also  anticipates  launching  several
additional  features,  such as technical analysis and stock screening tools from
partners such as Telescan, Inc.

InsiderTrader.com (www.InsiderTrader.com)

         In  November  1998,  the  Company  added a second web site  through the
acquisition of InsiderTrader.com. The site distributes "insider" data filed with
the  Securities  and  Exchange  Commission,  and a  full-time  research  analyst
provides  proprietary  research based on the data. To drive traffic to the site,
InsiderTrader.com  has co-branded  content  sharing  arrangements  or links with
Edgar-Online,  Hoover's Online and Infonautic's  Company Sleuth.  In addition to
free content,  the site charges an annual  subscription  fee of $49.95 to access
value-added insider data and the site's proprietary research.  Additionally, the
Company  offers a premium  service at an  additional  fee of $17.95 per month to
access more extensive and complete  insider data,  along with other  value-added
features  that allow them to query the database in a more  flexible  manner.  In
December 1999, an "Institutional Service" was added, allowing subscribers access
to four  quarters of the SEC's Form 13F data  (institutional  holdings of public
companies).  This service is available for an annual fee of $2,000, or a monthly
fee of $249.  As of March 1,  2000,  the  site has  approximately  1,300  paying
subscribers.

         The  Company  seeks to  increase  page  views to  InsiderTrader.com  by
continuing to expand its co-branding relationships, and by promoting the service
via other means,  such as radio  programs,  interviews  in the  financial  press
(e.g.,  InsiderTrader.com's  founder  and the  Company's  Director  of  Business
Development  is quoted in The Wall Street  Journal as an  authority on analyzing
insider  trading).  During 2000, the Company also plans to promote the site with
banner ads and e-mail sponsorships on  individualinvestor.com  and other outside
financial web sites. There can be no assurance, however, that these efforts will
be successful.

New Internet Web Sites

         During 2000, the Company plans to launch three to four new Internet web
sites.  SHORTInterest.com will distribute short interest data (positions held by
investors  in  anticipation  that the stock will  decline in value) in a unique,
value-added graphical format. The site will further present value added screens,
tables and analysis to assist investors in determining  which stocks to avoid or
sell short.  BioStock.com will distribute data regarding the products, U.S. Food
and Drug  Administration  drug trial  phases,  and other  important  information
concerning  companies in the  healthcare,  pharmaceutical  and biotech  sectors.
Proprietary  commentary  and analysis will be generated  from the data.  Both of
these new sites will contain  free and  subscription-based  sections  within the
sites.   The  third  new  site   planned  is   Ticker.com,   a   community-based
business-to-business site for investment advisors and planners. In addition, the
Company is  evaluating  introducing  a fourth site,  InvestorUniversity.com,  an
educational site. There can be no assurance,  however,  that these products will
be launched or that, if launched, they will be successful.


Marketing

         The  Company   markets  its  web  sites  through  the   content-sharing
arrangements  described above as well as through print and online advertisements
and public  relations  efforts (e.g.,  exposure of the Company's  columnists and
research analysts on television and radio in key regional markets). During 1999,
the  Company  targeted  print   advertising   campaigns   specifically   towards
advertising  agencies in an effort to increase awareness among advertisers about
the Company. The Company has also increased its efforts to cross promote between
its Internet and print operations.

Advertising

         The Company  currently  employs in-house sales personnel to sell online
advertising,  and has  reorganized  its internal sales efforts to allow for more
effective  cross  selling  of all the  Company's  print and online  products  to
potential advertisers. The Company also uses an independent sales agent, WinStar
Interactive Media Sales, Inc. to sell advertising for individualinvestor.com and
InsiderTrader.com.  Online advertising revenues typically are measured on a cost
per thousand impressions, or "CPM", basis, although other arrangements,  such as
a cost per  click  (where  payment  depends  upon the  number  of times a viewer
"clicks" on the  advertisement)  or cost per action (where payment  depends upon
the number of times a viewer  takes a certain  action,  such as  completing  and
returning an online  questionnaire)  may also be employed.  CPM rates fluctuate,
and may experience industry-wide declines going forward.

         On the basis of  independent  studies,  the Company  believes  that its
Internet  properties  attract people with strong education,  income,  investment
portfolio size, and Internet usage demographics.  The Company believes that this
demographic  set is an attractive  selling point to (1)  advertisers,  (2) other
Internet companies, and (3) for future e-commerce opportunities.

Competition

         The Company's Internet business competes with Briefing.com,  which uses
internal  research  analysts,  and with various other online  financial  service
companies including TheStreet.com,  Raging Bull.com,  Yahoo! Finance,  Microsoft
Investor,  Motley Fool, and CBS  MarketWatch.com,  as well as those sponsored by
publishers of certain print magazines,  including  Money.com and SmartMoney.com.
However,  these latter companies currently do not provide stock recommendations,
instead  providing  commentary,  education  and  self-directed  analysis  (e.g.,
tools).  The  Company  also  competes  with  other  online  services  offered by
financial  investment  houses  and  publishers.  Many  of the  Company's  online
competitors  have  significantly  higher  monthly  page views and  substantially
greater financial resources than the Company,  which may enable such competitors
to compete more  effectively  than the Company for the  attention and loyalty of
users and for advertising  revenues.  The Company's  competitive  strategy is to
offer its users proprietary editorial content,  research and analysis,  together
with the other site features (e.g., news,  quotes,  message boards and portfolio
tools) in an appealing and easy-to-use format.

PRINT PUBLICATIONS

         Print Publications revenues from advertising,  list rental, circulation
and other sources for the year ended December 31, 1999, totaled $15,200,863,  or
87% of the Company's  total  revenues  from  continuing  operations,  up 7% from
$14,212,147,  or 93% of the Company's total revenues from continuing operations,
in 1998.

Individual Investor Magazine

         The Company's flagship publication,  Individual Investor magazine, is a
consumer-oriented  monthly investment magazine that offers proprietary research,
analysis and recommendations, together with commentary and opinion on investment
ideas.   Individual  Investor  seeks   differentiation  among  personal  finance
magazines   through  its  focus  on  identifying  and  recommending   investment
opportunities  on the  basis of  in-house  proprietary  research  and  analysis.
Individual  Investor  focuses on analysis of investment  opportunities in public
companies  and mutual  funds that it believes to have the  potential  to achieve
returns  higher than those of the  general  market.  In  addition to  investment
ideas, the publication seeks to provide the investor with tools and knowledge to
help with investment decisions.

         Individual Investor is printed on a glossy,  coated paper stock and has
a basic annual  subscription rate of $22.95 ($2.99 newsstand price).  Individual
Investor had a total paid subscriber and newsstand  circulation of approximately
500,000 in March 2000,  unchanged from March 1999. The Company has intentionally
stabilized  its  circulation  and rate base in order to focus on increasing  the
profitability of each subscriber.

Ticker Magazine

         The Company also publishes Ticker magazine, a monthly trade publication
distributed without charge to a controlled  circulation of approximately 100,000
investment  advisors,   brokers  and  planners.   Ticker  focuses  on  providing
investment  professionals  with  information  to help increase  their  business,
manage their accounts more  effectively,  and improve results for their clients.
The magazine publishes articles on practice management topics, stocks, bonds and
mutual  funds,  and  features  interviews  with  selected  analysts and research
specialists.

         The Company  plans to  introduce a new web site,  Ticker.com,  for this
audience in 2000,  although  there can be no assurance  that  introduction  will
occur in that time frame.

Individual Investor's Special Situations Report Newsletter

         The Company also publishes  Individual  Investor's  Special  Situations
Report ("SSR"), a monthly 12-page newsletter.  Each issue features one new stock
investment  recommendation,  including a detailed research report that discusses
the featured company's operating history, future plans, management, and specific
financial  projections.  In  addition,  each  issue  reports  on recent  company
developments  of  previously  recommended  stocks and gives buy,  hold,  or sell
recommendations on those stocks.

         The basic annual  subscription price for SSR is $165. As of March 2000,
SSR had approximately 2,000 paid subscribers,  compared with approximately 3,700
in March 1999. SSR's subscription levels declined primarily as a result of a low
response  to direct  mail  promotions  in 1998.  The  number of  subscribers  is
expected to increase modestly during 2000.

         The  Company  plans to convert SSR into a  subscription-based  Internet
product in the future.

Advertising

         Print Publications  advertising revenues for 1999 were $10,462,069,  up
10% from $9,488,241 in 1998. Print Publications advertising revenues are derived
from  Individual  Investor and Ticker  magazines  and  accounted  for 60% of the
Company's total revenues from continuing  operations for the year ended December
31, 1999,  as compared to 62% for 1998.  Print  Publications  advertising  sales
efforts  are  performed  by  the  Company's   employees  and  by  outside  sales
representatives located throughout the United States.

         Print  Publications  advertising  is sold  primarily  to four  types of
advertisers:  (1)  financial  services  companies,   including  traditional  and
electronic   brokerage   firms,   mutual  funds  and   companies   that  provide
investment-oriented  products; (2) consumer advertisers,  including marketers of
automobiles,  computer products, clothing and accessories;  (3) public companies
interested  in  attracting  the  publications'  readers  as  investors;  and (4)
business-to-business and technology advertisers.

         On the basis of independent  subscriber  studies,  the Company believes
that the subscribers of Individual Investor and Ticker typically are financially
sophisticated individuals with substantial net worth, several years of investing
experience,  and significant  investment  portfolios.  The Company believes that
those  demographics  are a  valuable  tool in  marketing  advertising  space  in
Individual Investor and Ticker.

         The Company intends to increase  advertising  revenues by continuing to
target  national  consumer  and  financial  advertisers  in such  industries  as
automobiles,   technology  products,   insurance,  mutual  funds  and  brokerage
companies.  The Company  believes  that  increased  product  awareness  for both
Individual Investor and Ticker through targeted public relations and advertising
campaigns, as well as the growth and development of  www.individualinvestor.com,
will  continue to attract  more  attention to the  magazines  as an  advertising
medium. Additionally,  the Company has reorganized its internal sales efforts to
allow  for  more  effective  cross  selling  of all the  Company's  products  to
advertisers.  During 2000,  Individual  Investor  magazine,  for the first time,
expects  to be  reported  in two major  national  syndicated  studies  (JD Power
Automotive and Mendelsohn Affluent Study). Additionally, the Company anticipates
being  reported in the  syndicated  Mediamark  Research  Inc. Fall 2000 research
study (standardized  media research studies used by major  advertisers).  All of
these are expected to have a positive  effect on the  Company's  efforts to sell
additional  advertising  pages,  although  there  can be no  assurance  that the
studies will present the Company in a positive light and aid the sales efforts.

Circulation and Marketing

         Print Publications circulation revenues for 1999 were $3,404,165,  down
slightly from $3,483,706 in 1998. Print Publications circulation revenues, which
are  derived  from  Individual   Investor   magazine  and  SSR,   accounted  for
approximately 19% of the Company's total revenues from continuing operations for
the year ended  December  31,  1999,  as compared  to 23% for 1998.  The Company
obtains new subscriptions for Individual  Investor through leading  subscription
agencies.  The Company  also  solicits  subscriptions  for  Individual  Investor
through direct-mail marketing promotions,  insert cards in the magazine, and the
Internet.

         Single copy, or newsstand, revenues for 1999 were $891,124, up 18% from
$754,402 in 1998.  Individual  Investor is  distributed  for sale on  newsstands
("single-copy  sales") throughout the United States by independent  parties (the
largest of which is International Circulation Distributors,  a subsidiary of The
Hearst Corporation).

         Ticker is a  controlled-circulation  magazine distributed to investment
advisors,  brokers and planners. Names of recipients of Ticker are obtained from
lists  acquired  by the  Company,  who must  respond  that they want to continue
receiving the publication in order to stay on the circulation list.

         SSR is sold by subscription only. The Company uses targeted direct mail
solicitation  to  promote  SSR,  and   concentrates  on   cross-marketing   this
higher-priced  publication to the larger Individual Investor subscriber base and
to outside lists of other financial newsletter subscribers.

List Rental Revenue

         Print  Publications  list rental revenues for 1999 were $1,046,979,  up
31%  from  $796,436  in  1998.  List  rental  revenues  accounted  for 6% of the
Company's total revenues from continuing  operations for the year ended December
31, 1999, as compared with 5% in 1998.  The Company  utilizes the services of an
independent  list-management  agent to promote the rental of the Company's Print
and Online subscriber lists.

Competition

         Many of the print  publications  with which the  Company  competes  are
published by larger companies that publish multiple titles, such as Time Warner.
These  companies  have   significantly   larger  resources  and  more  extensive
relationships with advertisers than does the Company. The Company believes these
publishers  have a  competitive  advantage  because of their  ability to attract
subscribers and advertisers and promote sales more extensively than the Company.
The Company's  strategy is to compete on the basis of its unique editorial focus
on actionable  investment ideas. The Company believes that this provides it with
a subscriber base possessing superior demographics.

         Some of the publications  focused on personal finance that compete with
Individual  Investor are Money, Smart Money,  Kiplingers and Worth. In addition,
the print  publications  compete against  publications  with a broader editorial
focus,  including The Wall Street Journal,  Barrons,  Investors  Business Daily,
Business Week, Forbes and Fortune.

         Ticker competes for advertising and readership with other  publications
that target brokers,  financial advisers and financial industry managers.  Those
publications include Registered  Representative,  Investment Advisor,  Research,
and On Wall  Street.  The Company also  competes  with other  research  reports,
newsletters, and other publications and services offered by financial investment
houses and publishers.

Production and Operations

         All preliminary  research and analysis is done by an in-house  research
and editorial staff.  After the editorial content of the Company's  publications
is  determined,  the  articles  are  assigned  to  either  in-house  writers  or
researchers or to freelance  columnists.  In addition,  Individual  Investor has
arrangements  with such well-known  authors as CNBC journalist  Maria Bartiromo,
Morningstar's  John  Rekenthaler,  and Professor  Jeremy Siegel from the Wharton
School of Business,  to provide  original  articles for publication on a regular
basis.  The financial  tables  included in  Individual  Investor are provided by
various  vendors.  The  Company  uses  in-house  software  and  hardware  in the
composition  and layout of its  publications.  The Company  selects  independent
printers based on their production quality and competitive costs and service.

         The  Company  uses  an  outside   fulfillment  service  to  manage  its
subscriber  files.  The  service  includes  receiving  subscription  orders  and
payments, sending renewal and invoice notices to subscribers, and generating the
subscribers' labels and circulation information reports each month.

EDUCATIONAL SERVICES

         The Company  conducted  its first paid  seminar  focused on  investment
education in January 2000. In addition to seminar fees collected from attendees,
the Company received additional revenue from sponsors.  The Company is currently
evaluating the success of its first endeavor and may plan future such events.


INDI SMALLCAP 500(TM) INDEX

         In addition to the Company's Internet and print operations, the Company
also has developed the INDI SmallCap 500(TM) index of small-cap stocks, which is
listed on the American  Stock Exchange under the ticker symbol NDI. The index is
designed  to track the 500  fastest-growing  small-cap  companies  in the United
States and is recalibrated  quarterly.  In 1999, the index posted a gain of 44%,
outperforming the S&P 600 (12%) and the Russell 2000 (21%). The Company believes
that the INDI SmallCap  500(TM) index,  with its  structural  focus on small-cap
stocks  exhibiting  earnings growth,  is a better proxy for the small-cap growth
sector than any competing index.

          The  Company  is  offering  to  license  the use of the INDI  SmallCap
500(TM) as the basis for exchange-traded share products (like the popular SPDRS,
or "Spiders",  based upon the S&P 500),  mutual funds and  derivative  products,
which can be offered by one or more  independent  issuers.  Although the Company
has received  indications  of interest  from  potential  licensees,  the Company
cannot yet  forecast  the  revenues,  if any,  that may be  generated  from this
product  line.  In February  2000,  State Street Bank and Trust Company filed an
application with the Securities and Exchange  Commission for approval to sell an
exchange-traded  index share product based upon the INDI SmallCap 500(TM) index.
There can be no assurance, however, that the Company and State Street will agree
upon  licensing  terms,  or  that  the  regulatory   approval  process  will  be
successfully  concluded.  Depending  upon  the  commercial  success  of the INDI
SmallCap 500(TM),  the Company will consider the development of other indices as
the  basis for  financial  products  to be  offered  by one or more  independent
issuers. As with the INDI SmallCap 500(TM) index, the Company would seek to earn
licensing  revenue,  but cannot estimate at this time the amount of revenue,  if
any, that the Company might receive.

DISCONTINUED OPERATIONS

         On April  30,  1998,  the  Company's  Board  of  Directors  decided  to
discontinue  the  Company's   investment   management  services  business.   The
investment   management  services  business  was  principally   conducted  by  a
wholly-owned  subsidiary of the Company,  WisdomTree  Capital  Management,  Inc.
("WTCM").  WTCM serves as general  partner of (and is an investor in) a domestic
private investment fund. The Company is also a limited partner in the fund. As a
result of the Board's decision to discontinue the investment management services
business,   WTCM  is  continuing  to  dissolve  the  domestic  investment  fund,
liquidating its investments and  distributing the net assets to all investors as
promptly as possible.

         In 1998 the Company  recorded a provision of $591,741 to accrue for its
share of any net  operating  losses of the domestic  fund and related costs that
are expected to occur until the fund  liquidates  its  investments.  The Company
believes that  adequate  provision has been made for any remaining net operating
losses and related costs associated with these discontinued operations.

         The Company, through WTCM, also provided investment management services
to an  offshore  private  investment  fund.  On May 21,  1998  the  sole  voting
shareholder of the offshore fund, in consultation with WTCM, resolved to wind up
the fund and appointed a liquidator to distribute  the assets of the fund to its
investors in accordance with Cayman Islands law. Substantially all of the fund's
assets were  distributed  in cash to its  investors by December  31,  1998.  The
Company has no investment in the offshore fund.

EMPLOYEES

         As of March  2000,  the  Company  employed  101  persons on a full-time
basis:  28 employees in the Online Services  segment,  53 employees in the Print
Publications  segment, and 20 executive,  accounting and administrative  support
personnel.

INTELLECTUAL PROPERTY

         The Company believes that trademarks and service marks are important to
its business and  actively  pursues  strategies  to protect and  strengthen  its
current marks for use in connection  with its products and for future  products.
The Company is somewhat dependent on the use of certain marks in its operations,
particularly  the  names  of  its  primary  web  site  and  its  two  magazines:
individualinvestor.com, Individual Investor, and Ticker, respectively.

         The Company has a perpetual license for use of the trademark INDIVIDUAL
INVESTOR.  The  Company  has  had  negotiations  with  the  licensor  to  secure
assignment of the  trademark,  but did not reach an agreement.  The Company will
continue to monitor and seek enforcement  against any perceived  infringement of
the mark,  and may again seek  assignment  of the mark, on terms the Company may
deem appropriate.

         An application  to register the trademark  TICKER was filed in November
1996 in connection with the launch of this  publication.  Action on this pending
trademark  application  was deferred by the Patent and Trademark  Office pending
the disposition of the  applications  for two other marks, one for Global Ticker
(which application is still pending) and one for Snapshot Personal Ticker (which
subsequently  was issued as a registered  trademark).  The Company believes that
these marks are not  confusingly  similar and will pursue  registration  of this
mark. There can be no assurance, however, that the Company's application will be
successful.

         The Company  also has  registered  the  trademarks  MAGIC 25,  INVESTOR
UNIVERSITY,  INVESTMENT UNIVERSITY,  INSIDERTRADER and AMERICA'S FASTEST GROWING
COMPANIES.  The  Company  uses these marks  regularly  in its  publications  and
previously  had licensed the latter in connection  with certain  other  business
activities.

         During 1998 and 1999,  the Company also  undertook the  development  of
intellectual property rights with respect to several new marks which the Company
intends to use in connection with planned and/or potential  business  activities
or, alternatively, to sell to third parties.

         In  addition to  trademarks  and service  marks,  the Company  also has
registered    several    Internet    domain   names,    including    Ticker.com,
SHORTInterest.com,  BioStock.com and  InvestorUniversity.com,  which the Company
intends to use for its business operations,  or alternatively,  to sell to third
parties. The Company's  intellectual  property rights also include copyrights in
its print and online publishing content.

         The Company will continue to seek to derive value from the  development
and  exploitation  of its  intellectual  property.  There  can be no  assurance,
however,  that the Company's  intellectual  property rights will be successfully
exploited  or that such  rights will not be  challenged  or  invalidated  in the
future.


I
TEM 2.  PROPERTIES

         The Company  leases 35,000  square feet at 125 Broad Street,  New York,
New York for its  corporate  office.  The lease  runs  through  March 31,  2004.
Aggregate  annual rental for this lease is $997,500 plus escalation  costs.  The
Company also leases advertising sales office space in San Francisco, Los Angeles
and Chicago.

         The Company also leases 10,000 square feet in New York City,  which was
sublet as of February  1996 to a third party.  This lease expires March 1, 2005.
The  annual  rent  for the  lease  over the term of the  sublease  ranging  from
$160,000 to $210,000,  plus escalation costs. The sublease also expires on March
1, 2005, and provides for aggregate annual rental receipts ranging from $160,000
to $205,000 over the term of the sublease,  plus escalation costs.  Although the
Company does not currently  anticipate that it will incur any material liability
with  respect  to the  lease for its  former  office  space,  there  exists  the
possibility of such liability.


ITEM 3.  LEGAL PROCEEDINGS

         In July 1997, certain former limited partners of WisdomTree Associates,
L.P.  ("WTA"),  a domestic private  investment fund of which WisdomTree  Capital
Management,  Inc., a  wholly-owned  subsidiary  of the  Company,  is the general
partner,  initiated  an  action in the  Supreme  Court of the State of New York,
County of New York,  captioned  Richard  Tarlow and Sandra Tarlow v.  WisdomTree
Associates,  L.P.,  Bob Schmidt and  Jonathan  Steinberg,  Index No.  113819/97.
Defendants  moved to dismiss the action based on  plaintiffs'  failure to file a
complaint,  and the action was dismissed  without  prejudice in October 1997. In
October  1998,  plaintiffs  moved to vacate  the  default  judgment.  Defendants
opposed the motion.  In April 1999,  the court  denied  plaintiffs'  motion with
respect to Messrs. Schmidt and Steinberg, but granted the motion with respect to
WTA and plaintiffs  were permitted to and did file and serve a complaint  solely
against this  defendant.  WTA moved to dismiss the complaint as to all causes of
action other than the breach of contract  claim,  which  motion was denied.  WTA
subsequently  answered the complaint and  discovery was  commenced.  In February
2000,  plaintiffs  moved to amend their  complaint  to add  Messrs.  Schmidt and
Steinberg as defendants, and defendants moved for summary judgment. Both motions
are  currently  pending.  Plaintiffs  allege  that  WTA did not  timely  process
plaintiffs'  request  for  redemption  of their  interest  in WTA,  which  delay
allegedly caused  plaintiffs to suffer  approximately  $470,000 in damages.  WTA
intends  to  continue  conducting  a  vigorous  defense.  Due  to  the  inherent
uncertainty  of litigation,  the Company is not able to reasonably  estimate the
potential losses, if any, that may be incurred in relation to this litigation.

          In April 1999, a stockholder of the Company initiated an action in the
Court of Chancery of the State of Delaware, New Castle County, captioned Michele
S. Criden v. Jonathan L.  Steinberg,  Bruce L. Sokoloff,  Peter M. Ziemba and S.
Christopher  Meigher  III (C.A.  No.  17082).  The Company is named as a nominal
defendant in the action.  Plaintiff alleged that the four individual defendants,
who  comprised  the entire Board of Directors of the Company at that time,  took
improper  action (i) on November 19, 1998, in  determining to amend the terms of
options previously granted to Jonathan Steinberg to reduce their exercise prices
(which  ranged  from  $4.9375 to $7.50) to $1.25 (11%  higher than the last sale
price of the Common Stock on the trading date immediately  preceding the date of
such  amendment),  and  (ii) on  December  23,  1998,  in  determining  to grant
replacement options to each of Messrs. Sokoloff, Ziemba and Meigher, conditioned
upon  cancellation of their existing options,  which replacement  options had an
exercise  price of $2.00 per share (the last sale  price of the Common  Stock on
the trading date  immediately  preceding  the date of the new grant),  which was
less than the  exercise  price of  options  previously  granted  to them  (which
exercise  prices  ranged  from $4.375 to $10.50).  Plaintiff  claimed  that such
actions  constituted  corporate  waste and a diversion of  corporate  assets for
improper  and  unnecessary  purposes  and  that  the  directors  breached  their
fiduciary  duties,  including  their duty of  loyalty,  to the  Company  and its
stockholders.  Plaintiff demanded judgment (i) enjoining the four directors from
exercising  any  options  at  the  reduced  exercise  price,  (ii)  declaring  a
constructive  trust of any proceeds  resulting from the  directors'  exercise of
such options,  (iii) damages,  on behalf of the Company,  for losses and damages
suffered and to be suffered in connection with the option repricings,  including
interest  thereon,  and (iv)  awarding  plaintiffs  the  costs  of this  action,
including reasonable  attorney's fees. In June 1999, defendants moved to dismiss
the complaint.  Plaintiff  indicated  that she would not oppose the motion,  but
rather  would file an amended  complaint.  In August  1999,  plaintiff  filed an
amended  complaint.  In September 1999,  defendants moved to dismiss the amended
complaint.  On March 23, 2000, the Court of Chancery granted  defendants' motion
and the amended complaint was dismissed for failure to state a claim.  Plaintiff
may request the court to reconsider  its ruling or file an appeal.  The Board of
Directors believed at the time, and continues to believe, that the actions taken
on November 19, 1998 and December 23, 1998, were proper.

         In addition to the foregoing matters,  the Company from time to time is
involved in ordinary and routine  litigation  incidental  to its  business;  the
Company  currently  believes that there is no such pending legal proceeding that
would have a material adverse effect on the consolidated financial statements of
the Company.


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

         None.


<PAGE>


                                     PART II


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

Market Information

         On December 9, 1996 the Company's Common Stock commenced trading on The
Nasdaq National Market,  which is the principal trading market for the Company's
Common Stock, under the symbol INDI. Previously,  the Company's Common Stock had
been quoted on the Nasdaq  SmallCap  Market and the Boston Stock  Exchange since
the Company's initial public offering on December 4, 1991.

         The table below sets forth for the periods  indicated  the high and low
closing  sales prices on the Nasdaq  National  Market for the  Company's  Common
Stock.

         1999:                             Low ($)         High ($)
         -----                             -------         --------
         First Quarter                     3 1/16          10 3/8
         Second Quarter                    4 1/16           8 5/8
         Third Quarter                     2 17/32          6
         Fourth Quarter                    2 9/16           4 7/8

         1998:
         -----
         First Quarter                     5 1/2            7 5/8
         Second Quarter                    2 7/8            6 7/8
         Third Quarter                       3/4            5
         Fourth Quarter                      7/8            4 1/4


          These amounts represent sales between dealers in securities and do not
include retail markups,  markdowns or  commissions.  On April 10, 2000, the last
sale price for the Company's Common Stock, as reported by Nasdaq, was $4.00.

Holders

         On March 15,  2000,  there were 48  holders of record of the  Company's
Common Stock. The Company believes that there are approximately 3,450 beneficial
owners of the Company's Common Stock.

Dividends

         To date,  the Company has not paid any  dividends on its Common  Stock.
The payment of dividends,  if any, in the future is within the discretion of the
Board of  Directors  and will depend upon the  Company's  earnings,  its capital
requirements and financial  condition,  and other relevant factors.  The Company
does not intend to declare any dividends in the foreseeable  future, but instead
intends to retain any capital for use in the business.

         Dividends  on the  Company's  Series  A  Preferred  Stock  are  payable
annually at the rate of $20 per share and in  preference to any dividends on the
Company's Common Stock.

Sales of Unregistered Securities

<TABLE>
<S>           <C>                    <C>               <C>                         <C>              <C>    

-------------- --------------------- ----------------- ---------------------------- --------------- --------------------------------
                                                       Consideration received and   Exemption       If option, warrant or
Date of sale   Title of security       Number Sold     description of               from            convertible security, terms of
                                                       underwriting or other        registration    exercise or conversion
                                                       discounts to market price    claimed
                                                       afforded to purchasers
-------------- --------------------- ----------------- ---------------------------- --------------- --------------------------------
10/99 -        Options to purchase       216,000       Employment (or director's)   Section 4(2)    Vesting over a period of up to
12/99          common stock                            services; in addition,                       four years from date of grant,
               granted to                              exercise price would be                      subject to certain conditions
               employees and                           received upon exercise                       of continued service;
               director                                                                             exercisable for a period
                                                                                                    lasting up to ten years from
                                                                                                    date of grant at exercise
                                                                                                    prices of $2.5625 to $4.4375
                                                                                                    per share
-------------- --------------------- ----------------- ---------------------------- --------------- --------------------------------

11/29/99       Warrants to                15,000       Financial advisory           Section 4(2)    Vesting immediately;
               purchase common                         services; in addition,                       exercisable for a period
               stock granted to                        exercise price would be                      lasting up to five years from
               consultant                              received upon exersise                       date of grant at an exercise 
                                                                                                    price of $2.91875 per share    
-------------- --------------------- ----------------- ---------------------------- --------------- --------------------------------
12/14/99       Warrants to                50,000       Financial advisory           Section 4(2)    Vesting 12/16/00 provided that
               purchase common                         services; in addition,                       the financial advisory services
               stock granted to                        exercise price would be                      agreement has not been
               consultant                              received upon exercise                       terminated by the Company by
                                                                                                    12/15/00; exercisable until
                                                                                                    12/15/04 at an exercise price
                                                                                                    of $3.40625 per share
-------------- --------------------- ----------------- ---------------------------- --------------- --------------------------------
</TABLE>




ITEM 6.  SELECTED FINANCIAL DATA

          The selected  consolidated  financial  data set forth below is derived
from the Company's audited consolidated financial statements and is qualified in
its  entirety  by,  and  should  be  read  in  conjunction  with,  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
the consolidated financial statements and the notes to those statements included
elsewhere herein.

<TABLE>

<S>                                                <C>             <C>            <C>            <C>             <C>
                                                                     At, and for the years ended, December 31,
                                                       1999            1998           1997           1996            1995
                                                       ----            ----           ----           ----            ----
Revenue from continuing operations (a)               $17,505,409     $15,348,179    $14,899,741    $12,537,042     $ 7,485,490
Operating expenses                                    26,007,762      23,382,892     20,206,774     16,073,791      10,699,299
                                                     -----------     -----------    -----------    -----------     ------------
Operating loss from continuing operations             (8,502,353)     (8,034,713)    (5,307,033)    (3,536,749)     (3,213,809)
Investment and other income                            4,309,650         224,213         69,296        177,238       1,059,525
                                                     -----------     -----------    -----------    ------------    ------------
Net loss from continuing operations                   (4,192,703)     (7,810,500)    (5,237,737)    (3,359,511)     (2,154,284)
(Loss) income from discontinued operations               -              (781,370)       277,402        170,059       5,047,092
                                                     -----------     -----------    ------------   ------------    ------------
Net (loss) income                                    ($4,192,703)    ($8,591,870)   ($4,960,335)   ($3,189,452)    $ 2,892,808
                                                     ============    ============   ============   ============    ============

Basic and dilutive (loss) income per common share:

      Continuing operations                              ($0.47)          ($0.99)        ($0.81)        ($0.54)         ($0.45)
      Discontinued operations                            -                 (0.10)          0.04           0.03            1.05
                                                     ------------    ------------   ------------   ------------     -----------
                                                         ($0.47)          ($1.09)        ($0.77)        ($0.51)          $0.60
                                                     ============    ============   ============   ============     ===========
Average number of common shares used in
  computing basic and dilutive (loss)
  income per common share                              9,336,679       7,876,509      6,466,168      6,198,260       4,805,427

Cash and cash equivalents                            $ 6,437,542     $ 4,752,587    $ 3,533,622    $ 1,544,451     $ 6,276,987
Investment in discontinued operations                     49,302         282,383      4,037,432      4,947,500       6,502,729
Total assets                                          16,257,967      10,544,928     12,156,967     11,303,735      16,366,441
Working capital                                        5,163,130       5,805,339      7,798,415      6,715,311      11,967,921
Stockholders' equity                                 $ 7,662,937     $ 5,448,757    $ 6,255,099    $ 5,237,107     $10,468,730
Current ratio                                                2.0             3.0            3.4            3.5             5.7

</TABLE>


(a)  On April 30, 1998, the Company's Board of Directors  decided to discontinue
     the Company's  investment  management  services business.  As a result, the
     operating  results  relating to  investment  management  services have been
     segregated  from  continuing  operations.  Prior  years'  amounts have been
     restated to conform to the current year presentation.



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

Important Notice Concerning "Forward-looking Statements" in this Report
-----------------------------------------------------------------------

          Please  read the  notice  set  forth  before  Item 1 of Part I of this
Report.

Year Ended December 31, 1999 as Compared to the Year Ended December 31, 1998

          Net Loss from Continuing Operations

          The Company's net loss from  continuing  operations for the year ended
December 31, 1999  decreased  46%, to  $4,192,703,  as compared to $7,810,500 in
1998.  The  decrease  is due  primarily  to the  realized  gains on the sales of
investments.  While advertising  revenues increased for both the Online Services
and Print  Publications  segments (by approximately 83% and 10%,  respectively),
the  increase  was more  than  offset by higher  operating  expenses,  primarily
marketing, promotion and corporate advertising expenses.

          Online Services operations provided a negative operating  contribution
(before deducting general and administrative ("G&A"),  corporate advertising and
depreciation  and  amortization  expenses)  of  $1,714,259  for the  year  ended
December  31,  1999,  as  compared  to  a  negative  operating  contribution  of
$2,056,633 in 1998.  This  improvement  is due to an 83% increase in advertising
revenues,  partially offset by higher editorial salaries and consulting fees, as
well as increased research salaries and related costs.

          Print   Publications   operations   provided  a   negative   operating
contribution  (before deducting G&A, corporate  advertising and depreciation and
amortization  expenses)  of $246,864 for the year ended  December  31, 1999,  as
compared  to a  negative  operating  contribution  of  $692,731  in  1998.  This
improvement primarily relates to a 10% increase in advertising revenues together
with reduced  production  and  distribution  costs,  offset in part by increased
marketing and promotion expenses.

          The  Company  believes  that losses from  continuing  operations  will
increase  significantly in 2000 unless the Company realizes  additional gains on
the sales of  investments,  which gains are not  assured.  Although  the Company
expects that revenues will continue to increase, and that the Print Publications
segment will produce a positive contribution to overhead,  costs associated with
the  introduction of new and/or enhanced Online Services  products,  and content
and services  needed to retain the current users and to attract new users,  will
also increase.  There can be no assurance,  however,  that the Company's current
estimates will prove to be accurate.

          Operating Revenues

          Total revenues from continuing  operations for the year ended December
31, 1999  increased  14%, to  $17,505,409,  as compared to  $15,348,179 in 1998.
Revenues for the Online Services  operations  increased 103%, to $2,304,546,  as
compared to $1,136,032 in 1998.  Revenues for the Print Publications  operations
increased 7%, to  $15,200,863,  as compared to $14,212,147 in 1998.  Included in
these totals are barter revenues of $105,030 in 1999 and $368,620 in 1998.

          Online Services  advertising  revenues for the year ended December 31,
1999  increased by 83%, to $2,036,762,  as compared to $1,112,802 in 1998.  This
increase     relates     primarily     to     higher      individualinvestor.com
(www.individualinvestor.com)  advertising  revenue  resulting  primarily  from a
growth in page views and advertising  impressions in 1999 over 1998. The Company
expects that these trends in revenues,  page views, and advertising  impressions
will continue in 2000. However,  there can be no assurance that this will occur.
The   Company    does   not    currently    impose   a   charge   for   use   of
individualinvestor.com.

          Print  Publications  advertising  revenues for the year ended December
31, 1999 increased 10%, to $10,462,069,  as compared to $9,488,241 in 1998. This
increase relates primarily to Ticker magazine,  which achieved a 24% increase in
advertising  pages per issue,  combined  with a 12% increase in the net rate per
page sold. The Company believes that Ticker magazine's advertising revenues will
continue to increase in 2000,  with further  increases in pages sold at a higher
net rate per page,  although  there can be no  assurance  that this will  occur.
Individual Investor magazine's  advertising revenues for the year ended December
31,  1999  also  increased,  due to a 17%  increase  in the net rate  per  page,
partially  offset by a 12%  decrease in pages sold.  The Company  believes  that
Individual Investor magazine's  advertising revenues will also increase in 2000,
primarily due to increased pages sold.  However,  there can be no assurance that
this will occur.

          Print  Publications  circulation  revenues for the year ended December
31, 1999  decreased 2%, to  $3,404,165,  as compared to $3,483,706 in 1998.  The
decrease relates  primarily to a reduction in subscription  revenue from Special
Situations  Report due to a decrease in paid subscribers to approximately  1,900
as of March 2000,  as compared to  approximately  3,700 as of March 1999.  SSR's
subscription levels, which have declined primarily as a result of a low response
to direct mail  promotions,  are expected to increase  modestly during 2000. The
Company  plans to  convert  SSR into a  subscription-based  web  product  in the
future.

          Print  Publications  list rental and other revenues for the year ended
December 31, 1999  increased  8%, to  $1,334,629,  as compared to  $1,240,200 in
1998. The increase relates primarily to higher list rental revenues attributable
to the  Company's  improving  print  subscriber  lists,  partially  offset  by a
reduction in the sale of reprints from Individual Investor magazine.

          Operating Expenses

          Total operating expenses from continuing operations for the year ended
December 31, 1999 increased 11%, to  $26,007,762,  as compared to $23,382,892 in
1998. The increase is primarily due to higher marketing, promotion and corporate
advertising  expenses,  as well as increased  salaries and related expenses as a
result of hiring additional sales personnel. Included in these totals are barter
expenses of $105,030 in 1999 and $595,876 in 1998.

          Editorial,  production  and  distribution  expenses for the year ended
December 31, 1999  increased 3%, to  $11,797,411,  as compared to $11,429,496 in
1998.  Online  Services  production  and editorial  expenses  increased  30%, to
$2,838,840, as compared to $2,178,042 in 1998. The increase is primarily related
to higher  salaries and consulting  fees, as well as increased  research-related
costs, for the Company's primary web site, individualinvestor.com, together with
a full year of production  and research costs for  InsiderTrader.com,  which the
company purchased in November 1998,  partially offset by reduced  production and
outside  development  costs  for   individualinvestor.com.   Print  Publications
editorial,  production and distribution expenses decreased by 3%, to $8,958,571,
as compared to $9,251,454 in 1998. This decrease relates primarily to Individual
Investor  magazine,  which  had lower  paper  and  postage  costs,  and  reduced
manufacturing  expenses.  These  savings  were  partially  offset  by  increased
editorial  salaries,  manuscript and art costs for both Individual  Investor and
Ticker magazines.

          Promotion  and selling  expenses for the year ended  December 31, 1999
increased  by 15%, to  $7,669,121,  as compared to  $6,668,047  in 1998.  Online
Services  promotion  and selling  expenses for the year ended  December 31, 1999
increased  by 16%,  to  $1,179,965,  as  compared to  $1,014,623  in 1998.  This
increase  is  primarily  due to higher  marketing  and  promotion  expenses  and
increased salaries, partially offset by lower advertising commissions due to the
use of an in-house sales staff in 1999. Print Publications promotion and selling
expenses for the year ended  December 31, 1998  increased by 15%, to $6,489,156,
as compared to $5,653,424 in 1998. The increase  relates  primarily to increased
marketing and promotion expenses, increased salaries and benefits as a result of
hiring additional in-house sales personnel, and severance related to an employee
termination  arrangement,  partially offset by reduced  newsstand  promotion and
subscription renewal costs.

          General and  administrative  expenses for the year ended  December 31,
1999  increased by 7%, to  $5,291,648,  as compared to $4,964,069  in 1998.  The
increase  relates  primarily to increased rent and other expenses related to the
relocation of the Company's corporate office in March 1999,  partially offset by
reduced recruiting fees.

          Corporate  advertising  expenses for the year ended  December 31, 1999
were $725,867 as compared to none in 1998.  These expenses relate to a corporate
trade and  consumer  brand  awareness  advertising  campaign.  The  campaign was
designed to attract further advertisers to both the online and print operations,
spur  online  traffic  growth and to  increase  awareness  of the Company in the
financial community.

          Depreciation and amortization  expense for the year ended December 31,
1999  increased  by 63%, to  $523,715,  as  compared  to  $321,280 in 1998.  The
increase is attributable to additional  depreciation  for furniture and fixtures
as well as amortization of leasehold improvements, primarily related to the move
to the new corporate office.

          Investment and Other Income

          Investment  and other  income for the year  ended  December  31,  1999
increased to $4,309,650,  as compared to $224,213 in 1998. This is primarily due
to realized gains on sales of investments in 1999 of $4,144,396,  as compared to
$67,452  in 1998.  The  gains  primarily  related  to Wit  Capital  Group,  Inc.
($2,839,460),   which  was   obtained  as  part  of  an   equity-for-advertising
arrangement in June 1997, and Kirlin Holding Corp. ($938,594) which was obtained
in conjunction  with an  equity-for-advertising  transaction  involving a Kirlin
subsidiary, VentureHighway.com Inc.

          The Company plans to complete additional  equity-for-advertising deals
in 2000 in order  to  leverage  its  more  than  three  million  demographically
desirable monthly Internet and print users. In February,  the Company acquired a
3.3% stake (on a fully diluted basis) of  ReverseAuction.com,  Inc., an Internet
auction site,  in exchange for  advertising  in the  Company's  online and print
properties.  There can be no assurance that the Company  ultimately will realize
any  value  with  respect  to  its  investments  in   VentureHighway.com   Inc.,
ReverseAuction.com, or any subsequent investments.

          Discontinued Operations

          On  April  30,  1998  the  Company's  Board of  Directors  decided  to
discontinue the Company's investment  management services business.  As a result
of the  Board's  decision,  WisdomTree  Capital  Management,  Inc.  ("WTCM")  is
continuing to dissolve the domestic and offshore  investment funds,  liquidating
fund investments and distributing the net assets to all investors as promptly as
possible.  Accordingly,  the operating results related to investment  management
services  have been  segregated  from  continuing  operations  and reported as a
separate line item on the statement of operations.

          There was no net income or loss from  discontinued  operations for the
year ended  December 31, 1999, as compared to a net loss of $781,370 in 1998. No
additional loss amounts were recorded by the Company for the year ended December
31, 1999 for  discontinued  operations  because the  Company  believes  that any
remaining  net  operating   losses  and  related  costs  associated  with  these
discontinued  operations  have been  adequately  provided for by the  provisions
established in 1998.

          The Company's net investment in discontinued  operations of $49,302 at
December  31,  1999  represents  its  share of the net  assets  of the  domestic
investment  fund, less any costs  associated with  discontinuing  the investment
management services business.

          Net Loss

          The Company's net loss for the year ended  December 31, 1999 decreased
51%, to  $4,192,703,  as compared to a net loss of $8,591,870 in 1998. No income
taxes were provided in 1999 or 1998 due to the net loss.  The basic and dilutive
net loss per weighted  average common share for the year ended December 31, 1999
was $0.47, as compared to $1.09 in 1998.

Year Ended December 31, 1998 as Compared to the Year Ended December 31, 1997

          Net Loss from Continuing Operations

          The Company's net loss from  continuing  operations for the year ended
December 31, 1998  increased  49%, to  $7,810,500,  as compared to $5,237,737 in
1997. The increase was due primarily to three factors: the growing investment in
the development of the Company's  Online  Services;  the decrease in advertising
pages  and  revenues  for  Individual  Investor  magazine;  and high  levels  of
severance and hiring expenses  incurred relating to changes in senior management
and key advertising sales personnel.

          Online Services operations provided a negative operating  contribution
(before deducting general and administrative ("G&A"),  corporate advertising and
depreciation  and  amortization  expenses)  of  $2,056,633  for the  year  ended
December 31, 1998, as compared to a negative operating  contribution of $820,070
in 1997.  This  increase was due to higher  levels of expenses  incurred for the
development,  redesign,  and  marketing  of  the  Company's  primary  web  site,
individualinvestor.com  (www.individualinvestor.com),  offset  in part by higher
revenues.

          Print   Publications   operations   provided  a   negative   operating
contribution  (before deducting G&A, corporate  advertising and depreciation and
amortization  expenses)  of $692,731 for the year ended  December  31, 1998,  as
compared to a positive  operating  contribution  of $78,728 in 1997. This change
was primarily due to a decrease in circulation  revenues for Special  Situations
Report combined with a 24% increase in operating expenses for Ticker magazine.

          Operating Revenues

          Total revenues from continuing  operations for the year ended December
31, 1998  increased  3%, to  $15,348,179,  as compared to  $14,899,741  in 1997.
Revenues for the Online Services  operations  increased 441%, to $1,136,032,  as
compared to $210,020 in 1997.  Revenues  for the Print  Publications  operations
decreased 3%, to  $14,212,147,  as compared to $14,689,721 in 1997.  Included in
these totals are barter revenues of $368,620 in 1998 and $323,335 in 1997.

          Online Services  advertising  revenues for the year ended December 31,
1998  increased by 443%, to  $1,112,802,  as compared to $205,020 in 1997.  This
increase        relates        primarily        to        individualinvestor.com
(www.individualinvestor.com)  being operational and generating  revenues for the
full  year  of  1998 as  compared  to four  months  during  1997.  In  addition,
advertising  revenue per month  increased  as a result of a growth in page views
and advertising impressions in 1998 over 1997.

          Print  Publications  advertising  revenues for the year ended December
31, 1998  increased 1%, to $9,488,241,  as compared to $9,373,553 in 1997.  This
increase relates primarily to Ticker magazine,  which achieved a 24% increase in
advertising  pages per  issue,  as well as 20%  circulation  and rate  increases
effected in February 1998. Additionally,  Ticker published twelve issues in 1998
compared to ten in 1997. This increase was partially offset by a 22% decrease in
Individual  Investor  magazine  advertising  pages.  The decrease in  Individual
Investor  magazine's total ad pages occurred during a year of transition for the
Company's  sales  department.  In  addition  to the  appointment  of a new Group
Publisher in April 1998, in May 1998 the Company replaced its West Coast outside
sales  representative  with two in-house  sales  representatives  located in Los
Angeles and San Francisco.

          Print  Publications  circulation  revenues for the year ended December
31, 1998 decreased  12%, to  $3,483,706,  as compared to $3,953,285 in 1997. The
decrease relates  primarily to a reduction in subscription  revenue from Special
Situations  Report due to a decrease in paid subscribers to approximately  3,700
as of March 1999,  as compared to  approximately  5,000 as of March 1998.  SSR's
subscription levels have declined primarily as a result of changes in the timing
of new and renewal promotions.

          Print  Publications  list rental and other revenues for the year ended
December 31, 1998  decreased  9%, to  $1,240,200,  as compared to  $1,362,883 in
1997. The decrease was primarily attributable to reduced demand and the decrease
in the number of subscribers to Special Situations  Report,  partially offset by
an  increase  in the  sale of  reprints  from  Individual  Investor  and  Ticker
magazines  and  increased  revenues  generated  from  an  affinity  credit  card
agreement.

          Operating Expenses

          Total operating expenses from continuing operations for the year ended
December 31, 1998 increased 16%, to  $23,382,892,  as compared to $20,206,774 in
1997.  The  increase was  primarily  due to two  factors:  substantially  higher
expenses  associated  with the continued  development  of the  Company's  online
services; and increased general and administrative severance and hiring expenses
related to changes in senior  management and key  advertising  sales  personnel.
Included in these totals are barter expenses of $595,876 in 1998 and $$86,827 in
1997.

          Editorial,  production  and  distribution  expenses for the year ended
December 31, 1998  increased 20%, to  $11,429,496,  as compared to $9,505,718 in
1997.  Online  Services  production and editorial  expenses  increased  152%, to
$2,178,042,  as compared to $863,512 in 1997. The increase was primarily related
to  individualinvestor.com  having operating expenses for the full year of 1998,
as well as continuing  development,  redesign,  and  maintenance of the service.
Print Publications editorial,  production and distribution expenses increased by
7%, to  $9,251,454,  as  compared  to  $8,642,206  in 1997.  This  increase  was
primarily due to Ticker  publishing  twelve issues in 1998 as compared to ten in
1997, as well as additional copies printed for a larger average  subscriber base
for  the  year in both  Individual  Investor  and  Ticker.  Additionally,  Print
Publications  editorial costs for the year ended December 31, 1998 increased due
to higher  staffing  levels.  These  increases  were  offset in part by  reduced
manufacturing expenses.

          Promotion  and selling  expenses for the year ended  December 31, 1998
increased  by 9%, to  $6,668,047,  as compared  to  $6,135,365  in 1997.  Online
Services  promotion  and selling  expenses for the year ended  December 31, 1998
increased  509%, to $1,014,623,  as compared to $166,578 in 1997.  This increase
was primarily due to higher commissions  related to increased  advertising sales
and other  advertising  promotion  expenses.  Print  Publications  promotion and
selling  expenses  for the year ended  December  31,  1998  decreased  by 5%, to
$5,653,424,  as compared to $5,968,787  in 1997.  The decrease was primarily the
result of the costs expended to maintain a stable circulation in 1998 being less
than the costs expended to increase the subscriber  base in 1997.  This decrease
was  partially  offset by increased  salaries and benefits as a result of hiring
additional in-house sales personnel.

          General and  administrative  expenses for the year ended  December 31,
1998  increased  by 18%,  to  $4,964,069,  as compared  to  $4,222,386  in 1997.
Substantially all of the increase resulted from incremental  expenses (severance
and  executive  search fees)  relating to changes in senior  management  and key
advertising sales personnel.

          Depreciation and amortization  expense for the year ended December 31,
1998 decreased by 6%, to $321,280, as compared to $343,305 in 1997.

          Investment and Other Income

          Investment  and other  income for the year  ended  December  31,  1998
increased  by 224%,  to  $224,213,  as  compared  to $69,296  in 1997.  This was
primarily  due to varying  levels of cash  invested by the  Company,  as well as
realized gains on sales of investments in 1998 of $67,452.  The investments were
obtained as part of a distribution received from WisdomTree Associates,  L.P. in
July 1998.

          Discontinued Operations

          Net loss from discontinued operations,  as previously defined, for the
year ended December 31, 1998 was $781,370, as compared to net income of $277,402
for 1997. As of December 31, 1998, the Company's  investment in the discontinued
operations was $282,383.

          Net Loss

          The Company's net loss for the year ended  December 31, 1998 increased
73%, to  $8,591,870,  as compared to a net loss of $4,960,335 in 1997. No income
taxes were provided in 1998 or 1997 due to the net loss.  The basic and dilutive
net loss per weighted  average common share for the year ended December 31, 1998
was $1.09, as compared to $0.77 in 1997.

Liquidity and Capital Resources

          As  of  December  31,  1999,  the  Company  had  working   capital  of
$5,163,130, which included cash and cash equivalents totaling $6,437,542. During
1999,  the Company  received  $3,000,000  from the  issuance of common  stock to
Telescan, Inc., $5,841,196 from sales of investments,  $2,290,390 from exercises
of stock options,  and $233,081 from the liquidation of the domestic fund. These
inflows more than funded the Company's net cash used in operating  activities of
$7,141,246 during the period.

          The Company has entered  into a letter of intent  ("Letter of Intent")
for the sale of 11,200  shares  of Series B  Convertible  Preferred  Stock  (the
"Preferred  Stock"),  par value $.01 per share,  convertible  into shares of the
Company's Common Stock, for $5.6 million. The Letter of Intent provides for $2.8
million to be paid to the Company on the initial closing date (which is expected
in April 2000),  and an additional $2.8 million to be funded at a second closing
once the  registration  statement  related to the Common  Stock  underlying  the
Preferred  Stock has been  declared  effective  by the  Securities  and Exchange
Commission (the "Effective  Date").  The Preferred Stock could be converted into
Common  Stock at a fixed  price of $4.00  per  share  (which  price was a slight
premium to the closing price of the Common Stock on the day the parties executed
the Letter of  Intent),  except  that the  purchasers  could  elect to reset the
initial  conversion  price on one occasion  until the first  anniversary  of the
Effective  Date,  to a fixed  price not less than $3.00 per share  (based on the
average of the closing  bid price of the Common  Stock as reported by Nasdaq for
the 10 trading  days  immediately  preceding  the date the reset is  requested),
provided that the Preferred Stock has not previously been converted.  The Letter
of Intent states that the  purchasers  could not take a short or  put-equivalent
position in the Common  Stock during any period that the Common Stock is trading
below  $4.00 per share.  The  Preferred  Stock would be entitled to receive a 5%
cash dividend,  payable annually. The Preferred Stock would be convertible up to
3 years from the Effective  Date. Any  unconverted  Preferred Stock on the third
anniversary  of the Effective  Date would be converted into Common Stock on such
date.  The Company  would have the right to require  conversion of the Preferred
Stock (but not more than 25% of the  Preferred  Stock during any 30 day calendar
period)  if the  average  closing  bid  price of the  Common  Stock  over any 20
consecutive days equals or exceeds $10.00. The Company would file a registration
statement with respect to the Common Stock  underlying  the Preferred  Stock and
the  Warrants  described  below within 30 days and would use its best efforts to
cause such  statement  to be declared  effective  within 90 days  (certain  cash
liquidated  damages are payable by the Company if the registration  statement is
not declared effective within 105 days).

          In  connection  with the above  financing,  the  Company  has used two
investment  bankers to provide financing  services.  The first investment banker
would  receive  a cash  fee  equal  to 3% of the  total  dollar  amount  funded,
Preferred  Stock equal to 2% of the total dollar  amount  funded and a five year
warrant to purchase  55,000  shares of the Common Stock (the  "Warrants")  at an
exercise  price of $4.00 per share.  The Company  could call the Warrants (up to
25% of the  originally  issued  amount within any 30 calendar day period) if the
closing bid price of the Common  Stock as  reported by Nasdaq  equals or exceeds
$10.00 for 15  consecutive  trading days and certain other  conditions  are met.
Additionally,  the Company would issue the second  investment  banker a cash fee
equal to 5% of the gross  amount of the  financing,  plus a five year warrant to
purchase  55,000  shares of the Common  Stock at an exercise  price of $4.00 per
share.

          The Company has  completed  negotiation  of  definitive  documents  to
implement  the Letter of Intent.  There can be no assurance,  however,  that the
definitive documents will be executed or that this financing will close.

          The Company's  current  levels of revenues are not sufficient to cover
its expenses.  It is the Company's  intention to control its operating  expenses
while  continuing to invest in its existing  products.  The Company  anticipates
quarterly  losses to continue  through  2000.  Profitability  may be achieved in
future  periods  only if the Company can  substantially  increase  its  revenues
and/or  realize  capital gains on  investments  while  controlling  increases in
expenses.  There  can  be no  assurance  that  revenues  will  be  substantially
increased,  that capital gains will be realized on investments  (instead capital
losses  in fact may be  realized),  or that the  increases  in  expenses  can be
controlled adequately to enable the Company to attain profitability.

          Management  continues to expect that revenues will grow  significantly
in 2000 as the Company  implements  changes made by a new  management  team. The
Company plans to continue  investing in its Online Services  because it believes
that this line of  business  offers  the  greatest  opportunity  for  generating
substantial revenues and shareholder value over the longer term. There can be no
assurance,  however,  that  anticipated  online  traffic  growth in fact will be
realized, or that if realized, it would result in higher revenues or shareholder
value. The Company also expects to launch additional  subscription-based  online
products in 2000. There can be no assurance, however, that such products in fact
will be launched, be launched on time, or that if launched,  such products would
be successful.

          Print  Publications  advertising sales are expected to increase due to
the addition of new sales personnel and the effect of the increased awareness in
the marketplace due in part to a trade and consumer brand awareness  advertising
campaign in the fourth quarter of 1999. There can be no assurance, however, that
advertising  sales will increase  because  higher  advertising  rates may not be
accepted by advertisers,  advertising pages may decline for Individual  Investor
magazine, circulation may drop at either or both Individual Investor and Ticker,
and the advertising mix may change.  Although the Company has recently added new
advertising  sales personnel,  no assurance can be given that these changes will
result in advertising revenue increases.  The Company also believes that a stock
market  correction or "bear" market could  adversely  affect its ability to sell
advertising, particularly to the financial advertiser categories.

          Based on the Company's current outlook,  the Company believes that its
working capital,  investments and the anticipated proceeds from the sale of $5.6
million in Convertible  Preferred  Stock noted above would be sufficient to fund
its operations and capital  requirements through 2000.  Thereafter,  the Company
will need to raise additional  capital in order to sustain operations unless the
Company achieves  profitability  through the generation of revenues beyond those
currently anticipated.  The Company is currently exploring its ability to obtain
additional  financing.  No  assurance  can be  given as to the  availability  of
additional financing or, if available,  the terms upon which it may be obtained.
Any such  additional  financing may result in dilution of an  investor's  equity
investment in the Company.  Failure to obtain additional  financing on favorable
terms,  or at all,  could have a  substantial  adverse  effect on the  Company's
future ability to conduct operations.

Recent Accounting Pronouncement

         In 1997,  SFAS No. 133,  "Accounting  for  Derivative  Instruments  and
Hedging  Activities"  was issued,  which is effective for fiscal years beginning
after June 15, 1999.  SFAS No. 133 requires all  derivative  transactions  to be
recorded  at fair  value  on the  balance  sheet.  Since  the  Company  does not
currently trade or participate in hedging  transactions  employing  derivatives,
management  does not expect the  adoption  of this  standard  to have a material
effect on the consolidated financial statements of the Company.

Year 2000

          The Year 2000 Issue  concerned the inability of  information  systems,
whether due to computer hardware or software,  to properly recognize and process
date  sensitive  information  relating to the year 2000 and beyond.  Many of the
world's  computer systems  recorded years in a two-digit  format.  Such computer
systems may have been unable to properly  interpret  dates beyond the year 1999,
which could have led to business disruptions in the U.S. and internationally.

          The Company  believes it is now Year 2000  compliant and there were no
adverse  events  that  occurred  and no  contingency  plans were  required to be
implemented  relating to the Year 2000 problem at year-end 1999.  Although it is
now past January 1, 2000,  and we have not  experienced  any adverse impact from
the  transition  to the Year 2000, we cannot assure you that we or our suppliers
and customers have not been affected in a manner that is not yet apparent.  As a
result,  we will continue to monitor our Year 2000  compliance and the Year 2000
compliance of our suppliers and customers.


I
TEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Not applicable.


<PAGE>





ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Individual Investor Group, Inc.
New York, NY


We have  audited the  accompanying  consolidated  balance  sheets of  Individual
Investor  Group,  Inc. and its  subsidiaries  (the "Company") as of December 31,
1999  and  1998,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity, and cash flows for each of the three years ended December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We did not audit the  financial  statements of
WisdomTree Associates,  L.P. (the "Partnership") for the year ended December 31,
1997. The Company's investment in the Partnership is accounted for by the use of
the equity  method and is included in  discontinued  operations.  The  company's
share of net operating  losses of $10,067 for the year ended  December 31, 1997,
is included in the  accompanying  financial  statements.  The  statements of the
Partnership  were audited by other  auditors  whose report has been furnished to
us, and our  opinion,  insofar as it relates  to the  amounts  included  for the
Partnership  for the year ended December 31, 1997, is based solely on the report
of such other auditors.

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

In our opinion,  based on our audits and the report of the other auditors,  such
consolidated  financial statements present fairly, in all material respects, the
financial position of Individual Investor Group, Inc. and its subsidiaries as of
December 31, 1999 and 1998,  and the results of their  operations and their cash
flows for each of the three years ended  December  31, 1999 in  conformity  with
generally accepted accounting principles.

DELOITTE & TOUCHE LLP

April 14, 2000






                         Report of Independent Auditors

The Partners of WisdomTree Associates, L.P.

          We have audited the  statement of financial  condition,  including the
condensed  schedule of investments,  of WisdomTree  Associates,  L.P. (a Limited
Partnership)  (the  "Partnership"),  as of  December  31,  1997 and the  related
statements of operations,  changes in partners'  capital and cash flows for each
of the two years in the period  then ended (not  presented  separately  herein).
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of WisdomTree Associates,  L.P. at
December 31, 1997 and the results of its  operations and its cash flows for each
of the two years in the period then ended in conformity with generally  accepted
accounting principles.

                                                     Ernst & Young LLP

New York, New York
February 27, 1998



                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES                

                           CONSOLIDATED BALANCE SHEETS

                                                              December 31,
                                                       ------------ ------------
                                                        
                 ASSETS                                    1999         1998
                                                       ------------ ------------
Current assets:
   Cash and cash equivalents                           $ 6,437,542  $ 4,752,587
   Investments (Notes 1 and 2)                            -             877,231
   Accounts receivable (net of allowances                3,019,710    2,356,126
     of $419,048 in  1999 and $391,328 in 1998)
   Investment in discontinued operations (Note 3)           49,302      282,383
   Prepaid expenses and other current assets               864,851      386,761
                                                       ------------ ------------
                                                     
           Total current assets                         10,371,405    8,655,088

Investment (Notes 1 and 2)                               2,638,356      -
Deferred subscription expense                              383,624      576,237
Property and equipment - net (Note 4)                    1,653,659      586,007
Security deposits                                          374,527      469,627
Other assets                                               836,396      257,969
                                                       ------------ ------------
                                                       
           Total assets                                $16,257,967  $10,544,928
                                                       ============ ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                    $ 3,024,395  $ 2,191,765
   Accrued expenses (Note 5)                               716,670      519,887
   Deferred advertising revenue                          1,467,210      138,097
                                                       ------------ ------------
                                                      
           Total current liabilities                     5,208,275    2,849,749

Deferred advertising revenue                               938,164      -
Deferred subscription revenue                            2,448,591    2,246,422
                                                       ------------ ------------
                                                      
           Total liabilities                             8,595,030    5,096,171
                                                       ------------ ------------

Commitments and contingencies (Note 6)

Stockholders' Equity: (Note 9)

   Preferred stock, $.01 par value, authorized 
    2,000.000 shares,10,000 issued and outstanding
    in 1999 and 1998                                           100          100
   Common stock, $.01 par value; authorized 40,000,000
   shares, 10,353,901 issued and outstanding in 1999;
   authorized 18,000,000 shares, 8,490,851 issued and
   outstanding in 1998                                     103,539       84,909
   Additional paid-in capital                           33,421,542   26,898,968
   Warrants                                                742,079      453,868
   Deferred compensation                                  (272,038)     -
   Accumulated deficit                                 (26,332,285) (21,922,595)
   Accumulated other comprehensive loss (Note 9)          -             (66,493)
                                                       ------------ ------------
                               
           Total stockholders' equity                    7,662,937    5,448,757
                                                       ------------ ------------

           Total liabilities and stockholders' equity  $16,257,967  $10,544,928
                                                       ============ ============

See Notes to Consolidated Financial Statements



                  INDIVIDUAL  INVESTOR  GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
                                                                                          
<S>                                                             <C>                <C>               <C>   
                                                                                Year Ended December 31,
                                                                 --------------------------------------------------
                                                                              
                                                                    1999                 1998              1997
                                                                 -------------       ------------      ------------
Revenues:
      Online Services                                             $ 2,304,546        $ 1,136,032      $    210,020
      Print Publications                                           15,200,863         14,212,147        14,689,721
                                                                 -------------       ------------      ------------
      Total revenues                                               17,505,409         15,348,179        14,899,741
                                                                 -------------       ------------      ------------

Operating expenses:

      Editorial, production and distribution                       11,797,411         11,429,496         9,505,718
      Promotion and selling                                         7,669,121          6,668,047         6,135,365
      General and administrative                                    5,291,648          4,964,069         4,222,386
      Corporate advertising                                           725,867            -                 -
      Depreciation and amortization                                   523,715            321,280           343,305
                                                                 -------------       ------------      ------------
      Total operating expenses                                     26,007,762         23,382,892        20,206,774
                                                                 -------------       ------------      ------------

Operating loss from continuing operations                          (8,502,353)        (8,034,713)       (5,307,033)

Investment and other income (Note 2)                                4,309,650            224,213            69,296

                                                                 -------------       ------------      ------------
Net loss from continuing operations                                (4,192,703)        (7,810,500)       (5,237,737)
                                                                 -------------       ------------      ------------

Discontinued operations (Note 3)
      (Loss) income from discontinued operations                      -                 (189,629)          277,402
      Loss on disposal of discontinued operations                     -                 (591,741)          -
                                                                 -------------       ------------      ------------
(Loss) income from discontinued operations                            -                 (781,370)          277,402
                                                                 -------------       ------------      ------------

Net loss                                                          ($4,192,703)       ($8,591,870)      ($4,960,335)
                                                                 =============       ============      ============

Basic and dilutive (loss) income per common share:

Continuing operations                                                  ($0.47)            ($0.99)           ($0.81)
Discontinued operations                                             -                      (0.10)             0.04
                                                                 -------------       ------------       -----------
Net loss per share                                                     ($0.47)            ($1.09)           ($0.77)
                                                                 =============       ============       ===========

Average number of common shares used in computing                   9,336,679          7,876,509         6,466,168
      basic and dilutive (loss) income per common share

See Notes to Consolidated  Financial Statements
</TABLE>



                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                    (Note 9)

                                                                                

<TABLE>
                                                           
<S>                                             <C>        <C>      <C>        <C>         <C>          <C>      
                                                 Preferred Stock        Common Stock       
                                                -----------------------------------------   Additional                              
                                                 Shares      Par      Shares      Par         Paid-in               
                                                 Issued     Value     Issued     Value        Capital    Warrants   
                                                ------------------------------------------------------------------
Balance, December 31, 1996                          -         -      6,142,119   $61,421    $13,523,643     -      

Exercise of options - net                           -         -        153,983     1,540        749,220     -      

Issuance of common stock                            -         -        849,969     8,500      5,241,500     -      

Net loss                                            -         -         -          -            -           -      

Change in accumulated other comprehensive           
  income (loss)                                     -         -         -          -            -           -
                                                                                                                 
Comprehensive loss                                  -         -         -          -            -           -      
                                                                                                                 

                                                                                                                 
------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997                          -         -      7,146,071    71,461     19,514,363     -      

Exercise of options - net                           -         -         84,938       850        397,303     -      

Stock option and warrant transactions               -         -         -          -                      $453,868 

Issuance of preferred stock                        10,000     $100      -          -          1,999,900     -      

Issuance of common stock                            -         -      1,259,842    12,598      4,987,402     -      

Net loss                                            -         -         -          -            -           -      

Change in accumulated other comprehensive           
  income (loss)                                     -         -         -          -            -           -
                                                                                                                 
Comprehensive loss                                  -         -         -          -            -           -      
                                                                                                                 

                                                                                                                 
------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998                         10,000      100   8,490,851    84,909     26,898,968    453,868 

Exercise of options - net                           -         -        676,247     6,762      2,283,628     -      

Stock option and warrant transactions               -         -         -          -                       288,211 

Issuances of common stock for services rendered     -         -         39,372       394        115,920     -      

Amortization of deferred compensation               -         -         -          -            -           -      

Issuance of common stock - Telescan                 -         -        779,130     7,791      2,992,209     -      

Issuance of common stock - Telescan license fee     -         -        368,301     3,683      1,130,817     -      

Net loss                                            -         -         -          -            -           -      

Preferred stock dividends                           -         -         -          -            -           -      

Change in accumulated other comprehensive           
  income (loss)                                     -         -         -          -            -           -     
                                                                                                                 
Comprehensive loss                                  -         -         -          -            -           -      
                                                                                                                 

                                                                                                                 
------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999                         10,000     $100  10,353,901   $103,539   $33,421,542   $742,079 
==================================================================================================================
</TABLE>



<PAGE>


<TABLE>

                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                    (Note 9)




<S>                                             <C>        <C>           <C>             <C>             <C>         
                                                                           Accumulated     
                                                                              Other  
                                                  Deferred   Accumulated  Comprehensive   Comprehensive              
                                                Compensation   Deficit    Income (Loss)      Loss           Total    
                                                ---------------------------------------------------------------------
                                                    
 Balance, December 31, 1996                         -        ($8,370,390)      $22,433        -           $5,237,107 
                                                                                                                     
 Exercise of options - net                          -            -             -              -              750,760 
                                                                                                                     
 Issuance of common stock                           -            -             -              -            5,250,000 
                                                                                                                     
 Net loss                                           -         (4,960,335)      -          ($4,960,335)    (4,960,335)
                                                                                                                     
 Change in accumulated other comprehensive           
   income (loss)                                    -            -             (22,433)       (22,433)(a)    (22,433)
                                                                                         -------------               
 Comprehensive loss                                 -            -             -          ($4,982,768)       -       
                                                                                         =============               
 --------------------------------------------------------------------------------------------------------------------
 Balance, December 31, 1997                         -        (13,330,725)      -              -            6,255,099 
                                                                                                                     
 Exercise of options - net                          -            -             -              -              398,153 
                                                                                                                     
 Stock option and warrant transactions              -            -             -              -              453,868 
                                                                                                                     
 Issuance of preferred stock                        -            -             -              -            2,000,000 
                                                                                                                     
 Issuance of common stock                           -            -             -              -            5,000,000 
                                                                                                                     
 Net loss                                           -         (8,591,870)      -          ($8,591,870)    (8,591,870)
                                                                                                                     
 Change in accumulated other comprehensive          
   income (loss)                                    -            -             (66,493)       (66,493)(a)    (66,493)               
                                                                                          ------------                           
 Comprehensive loss                                 -            -             -          ($8,658,363)       -       
                                                                                          ============                           
                                                                                                                     
 -------------------------------------------------------------------------------------------------------------------- 
 Balance, December 31, 1998                         -        (21,922,595)      (66,493)       -            5,448,757 
                                                                                                                     
 Exercise of options - net                          -            -             -              -            2,290,390 
                                                                                                                     
 Stock option and warrant transactions           ($274,206)      -             -              -               14,005 
                                                                                                                     
 Issuances of common stock for services rendered    -            -             -              -              116,314 
                                                                                                                     
 Amortization of deferred compensation               2,168       -             -              -                2,168 
                                                                                                                     
 Issuance of common stock - Telescan                -            -             -              -            3,000,000 
                                                                                                                     
 Issuance of common stock - Telescan license fee    -            -             -              -            1,134,500 
                                                                                                                     
 Net loss                                           -         (4,192,703)      -          ($4,192,703)    (4,192,703)
                                                                                                                     
 Preferred stock dividends                          -           (216,987)      -              -             (216,987)
                                                                                                                     
 Change in accumulated other comprehensive          
   income (loss)                                    -            -              66,493         66,493 (a)     66,493 
                                                                                          ------------             
 Comprehensive loss                                 -            -             -          ($4,126,210)       -       
                                                                                          ============             
                                                                                                                     
                                                                                                                     
 --------------------------------------------------------------------------------------------------------------------
 Balance, December 31, 1999                      ($272,038) ($26,332,285)      -              -           $7,662,937 
 ====================================================================================================================
</TABLE>



<PAGE>
                                    

<TABLE>


(a) Disclosure of change in accumulated other comprehensive income (loss):
<S>                                                     <C>         <C>       <C>    

                                                         1997        1998        1999    
                                                         ----        ----        ----    
Unrealized holding (loss) gain arising during period   ($11,902)      $959    $4,210,889 
Less: Reclassification adjustment for gain                                               
         recognized in net loss                         (10,531)   (67,452)   (4,144,396)
                                                       ----------------------------------
                                                       ($22,433)  ($66,493)      $66,493 
                                                       ================================= 
                                                       

See Notes to Consolidated Financial Statements

</TABLE>


                   INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                         CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>


                                                                               
<S>                                                       <C>                <C>                <C>      
                                                                        Year Ended December 31,
                                                           --------------------------------------------------
                                                               1999               1998               1997
                                                           ------------       ------------       -----------
Cash flows from operating activities:

Net loss                                                   ($4,192,703)       ($8,591,870)       ($4,960,335)
Less:
      (Loss) income from discontinued operations               -                 (781,370)           277,402
                                                           ------------       ------------       ------------
      Loss from continuing operations                       (4,192,703)        (7,810,500)        (5,237,737)
Reconciliation of net loss to net cash used in
operating activities:
      Depreciation and amortization                            523,715            321,280            343,305
      Stock option and warrant transactions                    350,877            159,909            -
      Loss on sale of equipment                               -                     2,671            -
      Gain on sale of investments                           (4,144,396)           (67,452)            10,531)
      Changes in operating assets and liabilities:
      (Increase) decrease in:
           Accounts receivable                                (663,584)           637,173           (412,027)
           Prepaid expenses and other current assets          (214,150)           (14,980)           165,709
           Security deposits                                    95,100           (334,710)            37,200
           Other assets                                         50,779            (39,817)           (22,433)
           Deferred subscription expense                       192,613           (149,411)           530,588
      Increase (decrease) in:
           Accounts payable and accrued expenses             1,029,413           (185,837)           159,598
           Deferred advertising revenue                       (371,079)          (205,153)            93,250
           Deferred subscription revenue                       202,169           (414,707)          (667,608)
                                                           ------------         ----------       ------------
      Net cash used in operating activities                 (7,141,246)        (8,101,534)        (5,020,686)
                                                           ------------         ----------       ------------

Cash flows from investing activities:

Purchase of property and equipment                          (1,568,403)          (353,713)          (178,372)
Proceeds from sale of equipment                               -                     3,652            -
Proceeds from sale of investments                            5,841,196            223,556            -
Purchase of investments                                       (753,076)          -                   -
Purchase of InsiderTrader.com                                 -                   (75,000)           -
Net cash provided by discontinued operations                   233,081          2,123,851          1,187,469
                                                           ------------         ----------       ------------
      Net cash provided by investing activities              3,752,798          1,922,346          1,009,097
                                                           ------------         ----------       ------------

Cash flows from financing activities:

Proceeds from exercise of stock options                      2,290,390            398,153            750,760
Proceeds from issuance of preferred stock (Note 9)             -                2,000,000          -
Proceeds from issuance of common stock (Note 9)              3,000,000          5,000,000          5,250,000
Preferred stock dividends                                     (216,987)          -                 -
                                                           ------------       ------------       ------------
      Net cash provided by financing activities              5,073,403          7,398,153          6,000,760
                                                           ------------       ------------       ------------

Net increase in cash and cash equivalents                    1,684,955          1,218,965          1,989,171
Cash and cash equivalents, beginning of period               4,752,587          3,533,622          1,544,451
                                                           ------------       ------------       ------------
                                         
Cash and cash equivalents, end of period                    $6,437,542         $4,752,587         $3,533,622
                                                           ============       ============       ============


See Notes to Consolidated  Financial Statements
</TABLE>



                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

         Individual Investor Group, Inc. and its subsidiaries (collectively, the
"Company") are primarily engaged in providing  financial  information  services.
The  Company's  operating  subsidiaries  are focused on  providing  research and
analysis of investment  information to individuals and investment  professionals
through two  business  segments:  Online  Services and Print  Publications.  The
Company's    Online    Services    segment    includes    individualinvestor.com
(www.individualinvestor.com) and InsiderTrader.com (www.InsiderTrader.com).  The
Company's Print Publications  segment publishes and markets Individual Investor,
a personal  finance and investment  magazine,  Ticker, a magazine for investment
professionals,  and Individual Investor's Special Situations Report, a financial
investment  newsletter.  The Company contracts with  unaffiliated  suppliers for
paper, printing, binding,  subscription fulfillment,  newsstand distribution and
list management.  See Note 11 for additional information regarding the Company's
business segments and operations.

         In November  1998,  the  Company  acquired  certain  assets and assumed
certain liabilities of InsiderTrader.com,  a  subscriptions-based  web site that
distributes  "insider" data filed with the  Securities and Exchange  Commission,
and provides  proprietary  research based on the data, for a cash purchase price
of  $75,000,  and  an  obligation  to  pay  an  additional  $75,000  if  certain
performance  is  achieved.  In  conjunction  with the  acquisition,  $39,816  of
deferred subscription liabilities were assumed. The excess of cost over the fair
value of net assets acquired of $114,816 was allocated to goodwill  (included in
"Other assets" in the accompanying  financial statements) and is being amortized
on a straight-line method over a period of five years.

         Principles of  Consolidation - The  consolidated  financial  statements
include the accounts of Individual  Investor Group,  Inc. and its  subsidiaries:
Individual  Investor  Holdings,  Inc.,  WisdomTree  Capital  Management,   Inc.,
WisdomTree   Administration,   Inc.,  WisdomTree  Capital  Advisors,  LLC,  I.I.
Interactive, Inc. and I.I. Strategic Consultants, Inc.

         Revenue Recognition - Online Services advertising  revenues,  primarily
derived from the sale of banner advertisements and sponsorships on the Company's
web sites,  is recognized  ratably in the period the  advertising  is displayed.
Print Publications  advertising and circulation revenues are recognized,  net of
agency  commissions and estimated returns and allowances,  when publications are
issued.  Deferred subscription  revenue, net of agency commissions,  is recorded
when subscription orders are received. List rental income is recognized,  net of
commission,  when a list is  provided.  Revenues  from barter  transactions  are
recognized  during  the  period  in which  the  advertisements  are run.  Barter
transactions are recorded at the fair value of the goods or services provided or
received, whichever is more readily determinable in the circumstances.

         Deferred  Subscription  Expense - The Company  defers  direct  response
advertising costs incurred to elicit subscription sales from customers who could
be shown to have responded  specifically to the advertising and that resulted in
probable future economic benefits.  Such deferred costs, which consist primarily
of direct mail campaign costs, are amortized over the estimated period of future
benefit, ranging from 12 to 22 months.

         Property and  Equipment - Property and  equipment are recorded at cost.
Depreciation of property and equipment is calculated on the straight-line method
over the estimated useful lives of the respective assets,  ranging from three to
five years.  Leasehold  improvements are amortized over the lesser of the useful
life of the asset or the term of the lease.

         Income  Taxes -  Deferred  taxes are  provided  on a  liability  method
whereby deferred tax assets are recognized for deductible temporary differences,
and operating loss carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
may not be realized.  Deferred tax assets and  liabilities  are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

         Financial  Instruments - For financial  instruments  including cash and
cash equivalents,  accounts  receivable,  accounts payable and accrued expenses,
the carrying  amount  approximated  fair value because of their short  maturity.
Cash  equivalents  consist of investments  in a government  fund that invests in
securities  issued  or  guaranteed  by the  U.S.  Government,  its  agencies  or
instrumentalities, which have average maturities of 30 days.

         Investments  -  Investments  included  in current  assets are in equity
securities and are considered  available-for-sale  securities and are carried at
fair market  value.  The  aggregate  fair value of such  investments  was $0 and
$877,231 at December 31, 1999 and 1998,  respectively.  Gross unrealized holding
gains were $0 and $86,477 at December  31,  1999 and 1998,  respectively.  Gross
unrealized  holding  losses were $0 and  $152,970 at December 31, 1999 and 1998,
respectively.

         Other  investment  represents an equity position in  VentureHighway.com
Inc   ("VentureHighway").   There  is  currently  no  public  market  for  these
securities, and the investment is recorded at historical cost. In the event that
the  Company  identifies  an  impairment  in the  estimated  fair  value  of the
investment  to  an  amount  below  cost,   based  upon  other  recent  sales  of
VentureHighway's  common  stock,  the  investment  will be written  down to fair
market value. (See Note 2)

         Stock-Based  Compensation  - In accordance  with Statement of Financial
Accounting   Standards   ("SFAS")   No.   123,   "Accounting   for   Stock-Based
Compensation,"  the Company  continues to apply the  measurement and recognition
provisions   of  Accounting   Principles   Board  Opinion  No.  25  and  related
interpretations  in  accounting  for  issuance of employee  stock  options.  The
Company's  general  policy is to grant  options with an exercise  price not less
than  the  fair  market  value of the  Company's  stock  on the  date of  grant.
Accordingly,  no  compensation  expense  has been  recognized  in the  Company's
statement of  operations  for fixed stock option  grants  awarded to  employees.
Transactions  with  non-employees in which goods or services are received by the
Company  for the  issuance  of stock  options or other  equity  instruments  are
accounted  for based on fair  value,  which is based on the value of the  equity
instruments or the consideration received, whichever is more reliably measured.

         Use  of  Estimates  -  The  preparation  of  financial   statements  in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities,  revenues and expenses, and the disclosure of contingent assets and
liabilities  reported  in  the  financial  statements.   Significant  accounting
estimates  used include  estimates  for sales  returns and  allowances,  loss on
discontinued  operations,  and pro forma disclosures regarding the fair value of
stock  options  granted in 1999,  1998 and 1997.  Actual  results  could  differ
materially from those estimates.

         Recent  Accounting  Pronouncement - In 1997, SFAS No. 133,  "Accounting
for  Derivative  Instruments  and  Hedging  Activities"  was  issued,  which  is
effective for fiscal years  beginning after June 15, 1999. SFAS No. 133 requires
all derivative  transactions  to be recorded at fair value on the balance sheet.
Since  the  Company  does  not  currently   trade  or   participate  in  hedging
transactions employing  derivatives,  management does not expect the adoption of
this standard to have a material effect on the consolidated financial statements
of the Company.

         Reclassifications  - Certain prior year balances have been reclassified
to conform to the current year presentation.

2.       INVESTMENTS

Gains on Sale of Investments

         Net  realized  gains on the sales of  investments  totaled  $4,144,396,
$67,452 and  $10,531 for the years ended  December  31,  1999,  1998,  and 1997,
respectively.

         On June 2, 1999,  the  Company  and  Kirlin  Holding  Corp.  ("Kirlin")
entered  into a  Securities  Purchase  Agreement  pursuant  to which the Company
acquired 600,000 shares of common stock of Kirlin for $750,000 (the share amount
has been restated to reflect two 2-for-1 stock splits effected July 30, 1999 and
March 1, 2000,  respectively).  Kirlin contributed all the proceeds of this sale
to the capital of its subsidiary,  VentureHighway.com  Inc.  ("VentureHighway").
The shares were  subsequently  sold during  August 1999 for net cash proceeds of
$1,688,594, producing a net realized gain of $938,594.

         In 1997, the Company acquired 250,000 shares of Wit Capital Group, Inc.
Series A Preferred Stock in an equity-for-advertising  barter transaction valued
at $250,000.  The shares were  converted  into 175,000  shares of Class C Common
Stock due to a 7-for-10 reverse split of Class C Common Stock and the completion
of Wit Capital's IPO on June 4, 1999. The shares were sold during  December 1999
for  net  cash  proceeds  of  $3,089,460,  producing  a  net  realized  gain  of
$2,839,460.

Other Investment

         On June 2, 1999, the Company,  Kirlin and VentureHighway (at the time a
wholly-owned subsidiary of Kirlin),  entered into an agreement pursuant to which
the Company  acquired  1,654,344  newly  issued  shares  (adjusted  to reflect a
subsequent stock split) of common stock of VentureHighway, representing 19.9% of
the  then-outstanding   shares  of  common  stock  (the  other  80.1%  of  which
immediately  after the transaction were held by Kirlin).  The purchase price was
paid in the form of a credit for  VentureHighway to use to purchase  advertising
in the Company's  magazines  and web sites during the 30 months ending  December
31, 2001. The investment and the deferred  advertising revenues were recorded at
the fair market value at the date of the  transaction  of $2,638,356  (or $1.595
per share). In December 1999,  VentureHighway raised $7.65 million cash, selling
2,142,000 shares at a price of $3.57 per share.

         VentureHighway owns and operates VentureHighway.com, a branded web site
designed to serve as an interactive portal for the matching of companies seeking
funding  with  qualified  investors  seeking  to fund  such  companies,  and the
facilitation  of  private  placements  and public  offerings  of  securities  of
companies.  There currently is no public market for  VentureHighway  securities,
and there is no  assurance  that the Company will realize any value with respect
to its investment in VentureHighway.

3.       DISCONTINUED OPERATIONS

         On April  30,  1998,  the  Company's  Board  of  Directors  decided  to
discontinue the Company's investment  management services business. As a result,
the  operating  results  relating to  investment  management  services have been
segregated  from  continuing  operations and reported as a separate line item on
the consolidated statements of operations.

         The investment  management services business was principally  conducted
by a wholly-owned subsidiary of the Company, WisdomTree Capital Management, Inc.
("WTCM").  WTCM serves as general  partner of (and is an investor in) a domestic
private investment fund. The Company is also a limited partner in the fund. As a
result of the Board's decision to discontinue the investment management services
business,   WTCM  is  continuing  to  dissolve  the  domestic  investment  fund,
liquidating its investments and  distributing the net assets to all investors as
promptly as possible.

         The Company,  through WTCM and another  wholly-owned  subsidiary,  also
provided investment  management services to an offshore private investment fund.
On  May  21,  1998  the  sole  voting  shareholder  of  the  offshore  fund,  in
consultation with WTCM,  resolved to wind up the fund and appointed a liquidator
to distribute the assets of the fund to its investors in accordance  with Cayman
Islands law.  Substantially  all of the fund assets were  distributed in cash to
its  investors  by December  31,  1998.  The Company  has no  investment  in the
offshore fund.

         Revenues and investment gains and losses associated with the investment
management  services  prior to April  30,  1998  were  ($139,314)  in 1998,  and
$550,409 in 1997. The results for such operations  prior to April 30, 1998 was a
net loss of $189,629 in 1998, and net income of $277,402 in 1997.

         On April 30,  1998,  the Company  recorded a  provision  of $446,450 to
accrue for its share of net operating losses of the domestic investment fund and
related  costs  that  are  expected  to occur  until  the  fund  liquidates  its
investments.  From May 1, 1998 to December 31, 1998,  additional  net  operating
losses and related costs totaled $145,291.  Additional losses were incurred as a
result of changes in the market  value of the fund's  investments.  The  Company
believes that any remaining  net operating  losses and related costs  associated
with  these  discontinued  operations  have  been  adequately  provided  for  by
provisions established in 1998.

         At December 31, 1999,  the domestic  investment  fund had net assets of
approximately  $830,000. The Company's net investment in discontinued operations
of $49,302 and $282,383 at December 31, 1999 and 1998, respectively,  represents
its share of the net  assets of the  domestic  investment  fund,  less any costs
associated with discontinuing the investment management services.

4.        PROPERTY AND EQUIPMENT

                                                             December 31,       
                                                           1999         1998    
                                                           ----         ----    
              Equipment                                 $1,432,511    $ 965,539 
              Furniture and fixtures                       612,857      329,521 
              Leasehold improvements                       897,999      244,022 
                                                        -----------   ----------
                                                         2,943,367    1,539,082 
              Less: accumulated depreciation            (1,289,708)    (953,075)
                       and amortization                 -----------   ----------
                                                        $1,653,659      586,007 
                                                        ===========   ==========
                                                                                
5.       ACCRUED EXPENSES                                                       
                                                                                
                                                              December 31,      
                                                            1999         1998   
                                                            ----         ----   
          Accrued commissions and                         $340,129     $ 83,065 
             employee compensation                                              
          Deferred rent credits                             46,923       93,807 
          Accrued newsstand promotion expenses             147,842      132,214 
          Accrued professional fees                        127,271      127,786 
          Other                                             54,505       83,015 
                                                          ---------    ---------
                                                          $716,670     $519,887 
                                                          =========    =========
                                                         
6.       COMMITMENTS AND CONTINGENCIES

         Litigation  -  In  July  1997,   certain  former  limited  partners  of
WisdomTree Associates, L.P. ("WTA"), a domestic private investment fund of which
WisdomTree Capital Management,  Inc., a wholly-owned  subsidiary of the Company,
is the general partner, initiated an action in the Supreme Court of the State of
New York,  County of New York,  captioned  Richard  Tarlow and Sandra  Tarlow v.
WisdomTree  Associates,  L.P.,  Bob Schmidt and  Jonathan  Steinberg,  Index No.
113819/97.  Defendants moved to dismiss the action based on plaintiffs'  failure
to file a complaint,  and the action was dismissed  without prejudice in October
1997.  In  October  1998,  plaintiffs  moved to  vacate  the  default  judgment.
Defendants  opposed the  motion.  In April 1999,  the court  denied  plaintiffs'
motion with  respect to Messrs.  Schmidt and  Steinberg,  but granted the motion
with respect to WTA and  plaintiffs  were  permitted to and did file and serve a
complaint  solely against this defendant.  WTA moved to dismiss the complaint as
to all causes of action  other than the breach of contract  claim,  which motion
was denied. WTA subsequently answered the complaint and discovery was commenced.
In  February  2000,  plaintiffs  moved to amend their  complaint  to add Messrs.
Schmidt and Steinberg as defendants,  and defendants moved for summary judgment.
Both motions are currently  pending.  Plaintiffs  allege that WTA did not timely
process plaintiffs' request for redemption of their interest in WTA, which delay
allegedly caused  plaintiffs to suffer  approximately  $470,000 in damages.  WTA
intends  to  continue  conducting  a  vigorous  defense.  Due  to  the  inherent
uncertainty  of litigation,  the Company is not able to reasonably  estimate the
potential losses, if any, that may be incurred in relation to this litigation.

          In April 1999, a stockholder of the Company initiated an action in the
Court of Chancery of the State of Delaware, New Castle County, captioned Michele
S. Criden v. Jonathan L.  Steinberg,  Bruce L. Sokoloff,  Peter M. Ziemba and S.
Christopher  Meigher  III (C.A.  No.  17082).  The Company is named as a nominal
defendant in the action.  Plaintiff alleged that the four individual defendants,
who  comprised  the entire Board of Directors of the Company at that time,  took
improper  action (i) on November 19, 1998, in  determining to amend the terms of
options previously granted to Jonathan Steinberg to reduce their exercise prices
(which  ranged  from  $4.9375 to $7.50) to $1.25 (11%  higher than the last sale
price of the Common Stock on the trading date immediately  preceding the date of
such  amendment),  and  (ii) on  December  23,  1998,  in  determining  to grant
replacement options to each of Messrs. Sokoloff, Ziemba and Meigher, conditioned
upon  cancellation of their existing options,  which replacement  options had an
exercise  price of $2.00 per share (the last sale  price of the Common  Stock on
the trading date  immediately  preceding  the date of the new grant),  which was
less than the  exercise  price of  options  previously  granted  to them  (which
exercise  prices  ranged  from $4.375 to $10.50).  Plaintiff  claimed  that such
actions  constituted  corporate  waste and a diversion of  corporate  assets for
improper  and  unnecessary  purposes  and  that  the  directors  breached  their
fiduciary  duties,  including  their duty of  loyalty,  to the  Company  and its
stockholders.  Plaintiff demanded judgment (i) enjoining the four directors from
exercising  any  options  at  the  reduced  exercise  price,  (ii)  declaring  a
constructive  trust of any proceeds  resulting from the  directors'  exercise of
such options,  (iii) damages,  on behalf of the Company,  for losses and damages
suffered and to be suffered in connection with the option repricings,  including
interest  thereon,  and (iv)  awarding  plaintiffs  the  costs  of this  action,
including reasonable  attorney's fees. In June 1999, defendants moved to dismiss
the complaint.  Plaintiff  indicated  that she would not oppose the motion,  but
rather  would file an amended  complaint.  In August  1999,  plaintiff  filed an
amended  complaint.  In September 1999,  defendants moved to dismiss the amended
complaint.  On March 23, 2000, the Court of Chancery granted  defendants' motion
and the amended complaint was dismissed for failure to state a claim.  Plaintiff
may request the court to reconsider  its ruling or file an appeal.  The Board of
Directors believed at the time, and continues to believe, that the actions taken
on November 19, 1998 and December 23, 1998, were proper.

         In addition to the foregoing matters,  the Company from time to time is
involved in ordinary and routine  litigation  incidental  to its  business;  the
Company  currently  believes that there is no such pending legal proceeding that
would have a material adverse effect on the consolidated financial statements of
the Company.

         Employment Agreements - The Company has an employment agreement with an
officer, which requires a future salary commitment of approximately $200,000 per
annum and contains certain provisions  regarding  potential  bonuses,  severance
payments and other matters.

         Profit  Sharing  Plan - The  Company  has a profit  sharing  plan  (the
"Plan"),  subject to Section 401(k) of the Internal  Revenue Code. All employees
who complete at least two months of service and have  attained the age of 21 are
eligible to participate. The Company can make discretionary contributions to the
Plan, but none were made in 1999, 1998, or 1997.

         Lease  Agreements  - The Company  leases  office space in New York City
under an  operating  lease that  expires on March 31,  2004.  The  Company  also
subleases its former office space in New York City under an operating lease that
expires  March 1, 2005.  Additionally,  the Company  leases  office space in San
Francisco,  Los Angeles and Chicago for use by advertising sales representatives
located in each city.  Rent expense for the years ended December 31, 1999,  1998
and 1997 was $982,250,  $585,764 and $519,675,  respectively.  The New York City
lease and  sublease  provide for  escalation  of lease  payments as well as real
estate tax increases.

         Future minimum lease payments and related sublease  rentals  receivable
with respect to non-cancelable operating leases are as follows:

                                      Future Minimum     Rents Receivable
          Year                       Rental Payments      Under Sublease
          ----                       ------------------------------------
                               
          2000                          $1,240,870               $177,500
          2001                           1,201,150                190,000
          2002                           1,202,883                195,000
          2003                           1,209,050                200,000
          2004                             465,425                205,000
          Thereafter                        36,133                 21,667
                                        ----------               --------
         Total                          $5,355,511               $989,167
                                        ==========               ========

         The  Company  has an  outstanding  letter of credit  totaling  $332,500
related to the security deposit for the Company's New York City corporate office
space.

7.       INCOME TAXES

         The Company has available net operating  loss  carryforwards  ("NOL's")
totaling  approximately  $23,000,000.  Based upon a change of  ownership,  which
transpired in December 1991, the  utilization of $2,100,000 of pre-change  NOL's
are limited in accordance with Section 382 of the Internal  Revenue Code,  which
affects  the amount and timing of when the NOL's can be offset  against  taxable
income.  The  tax  effects  of  temporary  differences  from  discontinuing  and
continuing operations that give rise to significant portions of the deferred tax
assets and liabilities at December 31, 1999, 1998 and 1997 are presented below:

                                              1999         1998         1997
                                              ----         ----         ----
    Deferred tax assets:
       Net operating loss carryforwards   $10,360,000   $8,078,000   $5,354,000
       Tax in excess of book basis
          of investment in fund                77,000      996,000        -
       Other                                  260,000      296,000      291,000
                                          -----------   ----------   -----------
       Total                               10,697,000    9,370,000    5,645,000
    Deferred tax liabilities:
       Book in excess of tax basis
          of investment in fund                  -         -           (563,000)
                                          -----------   ----------   -----------
                                           10,697,000    9,370,000    5,082,000
    Less: valuation allowance              10,697,000    9,370,000    5,082,000
                                          -----------   ----------   -----------
    Net deferred tax asset                $   -         $  -         $  -
                                          ===========   ==========   ===========

         The provision for income taxes from continuing operations for the years
ended  December 31, 1999,  1998 and 1997 is different  than the amount  computed
using the  applicable  statutory  Federal  income  tax rate with the  difference
summarized below:

                                             1999           1998         1997
                                             ----           ----         ----

   Hypothetical income tax benefit
    at the US Federal statutory rate     ($1,467,400)  ($2,733,700) ($1,833,200)
   State and local income taxes benefit,
    less US Federal income tax benefit      (434,800)     (809,900)    (543,200)
   Net operating loss benefit not                       
    recognized                             1,902,200     3,543,600    2,376,400
                                         ------------  ------------ ------------
                                          $   -         $   -        $   -
                                         ============  ============  ===========

8.       STOCK OPTIONS

         The Company has four stock  option  plans:  the 1991 Stock Option Plan,
the 1993 Stock  Option Plan,  the 1996  Performance  Equity  Plan,  and the 1996
Management  Incentive Plan  (collectively,  the "Plans").  Under the Plans,  the
Company can issue a maximum of  2,200,000  stock  options and other  stock-based
awards, most of which vest ratably over a three- to five-year period, commencing
one year from the date of the grant. The options are exercisable for a period of
up to 10 years from the date of the grant.  Options granted pursuant to the 1991
Stock  Option Plan must be at an exercise  price which is not less than the fair
market value at the date of grant;  options granted  pursuant to the other Plans
may have,  but to date have not had,  exercise  prices less than the fair market
value at the date of grant.

         In addition to the Plans, the Company has options outstanding that were
granted outside of the Plans. These options were granted at fair market value at
the date of grant and expire at various dates through December 14, 2009.

         On November  19, 1998,  the  Company's  Board of Directors  approved an
option  exchange  program which  allowed  employees to exchange  their  existing
options  (vested and  unvested)  with a per share  exercise  price  greater than
$1.25, on a one-for-one basis for new options with a per share exercise price of
$1.25,  which was above the fair market value of the  Company's  Common Stock on
November 19, 1998, or, alternatively,  in the Company's discretion, to amend the
employee's existing options to reduce the exercise price to $1.25 per share. The
existing  options of  employees  who chose to  participate  in the program  were
cancelled  or amended.  The new  options  have the same  vesting  periods as the
exchanged options,  except that, in limited circumstances,  the new options were
not  exercisable  prior to May 19,  1999.  A total of  1,479,801  options with a
weighted  average  exercise  price of $5.34 were  exchanged  for new  options or
amended as a result of this  program.  In  accordance  with  generally  accepted
accounting  principles,  the  Company did not record  compensation  expense as a
result of the exchange.

         On December  23, 1998,  the  Company's  Board of Directors  approved an
option exchange program which allowed  non-employee  directors to exchange their
existing  options  (vested and unvested) with a per share exercise price greater
than $2.00,  on a  one-for-one  basis for new options with a per share  exercise
price of $2.00, which was equal to the fair market value of the Company's Common
Stock on December 23, 1998. The existing  options so exchanged  were  cancelled.
The new options have the same vesting periods as the exchanged  options,  except
that the new options  were not  exercisable  prior to June 23,  1999. A total of
140,000 options with a weighted  average  exercise price of $5.98 were exchanged
for new options as a result of this program.


         Activity in the Plans noted above is summarized in the following table.

<TABLE>

                                             1999                     1998                      1997
                                             ----                     ----                      ----
                                                 Weighted                 Weighted                  Weighted  
                                                 Average                  Average                   Average   
                                                 Exercise                 Exercise                  Exercise  
                                     Options      Price      Options       Price        Options       Price    
                                    ------------------------------------------------------------------------
<S>                                <C>             <C>      <C>              <C>      <C>              <C>

Options outstanding,
   January 1                        1,663,585      $2.44     1,473,051       $6.29     1,134,601       $6.06
Granted                               305,405      $3.79     1,646,301       $2.06       530,600       $6.54
Exercised                            (489,856)     $3.00       (33,438)      $4.72       (84,983)      $4.96
Canceled                             (119,533)     $2.07    (1,422,329)      $5.93      (107,167)      $6.24
                                    ----------              -----------                ----------     
Balance, December 31                1,359,601      $2.57     1,663,585       $2.44     1,473,051       $6.29
                                    ==========              ===========                ==========     
</TABLE>


         Options exercisable under the Plans at December 31, 1999, 1998 and 1997
were 578,637,  396,285 and 391,686,  respectively,  at weighted average exercise
prices of $2.83, $4.99, and $4.67, respectively.  At December 31, 1999, 1998 and
1997,  options  available for grant under the Plans were 182,562,  368,434,  and
592,406,  respectively,  while total shares of Common Stock  reserved for future
issuances   under  the  Plans  were   1,542,163,   2,032,019,   and   2,065,457,
respectively.

         Options granted outside of the Plans are as follows:

<TABLE>



<S>                                <C>             <C>      <C>              <C>     <C>               <C>
                                             1999                     1998                      1997
                                             ----                     ----                      ----
                                                 Weighted                 Weighted                  Weighted  
                                                 Average                  Average                   Average   
                                                 Exercise                 Exercise                  Exercise  
                                     Options      Price      Options       Price        Options       Price    
                                    ------------------------------------------------------------------------
Options outstanding,
   January 1                        1,961,913      $2.59     1,560,496       $5.27    1,776,163        $5.30
Granted                               803,750      $3.17     1,422,500       $1.46        -             -
Exercised                            (225,763)     $4.15       (51,500)      $4.74      (69,000)       $4.71
Canceled                              (44,000)     $2.89      (969,583)      $5.12     (146,667)       $5.90
                                    ----------               ----------                ----------                                  
Balance, December 31                2,495,900      $2.63     1,961,913       $2.59     1,560,496       $5.27
                                    ==========               ==========                ==========     
</TABLE>

                             
         Options exercisable at December 31, 1999, 1998 and 1997 were 1,291,775,
639,413,  and 1,143,414,  respectively,  at weighted  average exercise prices of
$2.71, $4.94, and $4.84, respectively.

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


<TABLE>



                                 Options Outstanding                                           Options Exercisable  
       ------------------------------------------------------------------------------     --------------------------------
                                Number          Weighted-                                    Number
         Range of           Outstanding at      Average              Weighted-Average     Exercisable     Weighted-Average
       Exercise Prices        12/31/99         Remaining              Exercise Price      at 12/31/99      Exercise Price
       ---------------      -------------   Contractual Life         ----------------     -----------     ----------------
                                            ----------------
 
        <S>                   <C>            <C>                       <C>                  <C>                 <C>

        $1.125 - 1.250         1,769,067      6.97 years               $1.23                1,032,594          $1.24
        $1.375 - 3.375         1,208,750      7.88 years               $2.57                  266,167          $2.17
        $3.406 - 8.125           877,684      4.85 years               $5.44                  571,651          $5.73
                               ---------                                                    ---------                               
        $1.125 - 8.125         3,855,501      6.77 Years               $2.61                1,870,412          $2.75
                               =========                                                    =========                               
</TABLE>


         Pro forma  information  regarding  net income and earnings per share is
required  by SFAS  No.  123,  and has  been  determined  as if the  Company  had
accounted for its employee stock options  granted under the fair value method of
SFAS No.  123.  The fair value for these  options was  estimated  at the date of
grant  using  the   Black-Scholes   option  pricing  model  with  the  following
weighted-average  assumptions for 1999, 1998 and 1997,  respectively:  risk-free
interest rates of 5.8%, 4.7% and 6.3%,  respectively;  volatility factors of the
expected  market  price of the  Company's  Common  Stock  of 132%,  99% and 55%,
respectively; weighted-average fair value of options granted of $2.97, $1.10 and
$3.56,  respectively;  and a weighted-average  expected life of the options of 5
years.

         For purposes of pro forma disclosures,  the estimated fair value of the
options is amortized to expense over the options' vesting period.  The Company's
pro forma information follows:

<TABLE>

                                                          1999              1998              1997
                                                          ----              ----              ----
       <S>                                              <C>               <C>              <C>    
        Net loss from continuing operations:
             As reported                               ($4,192,703)      ($7,810,500)     ($5,237,737)
             Pro forma                                 ($5,675,620)      ($8,937,005)     ($6,423,278)
         Loss from continuing operations per 
         weighted average common share:
             As reported                                    ($0.47)           ($0.99)          ($0.81)
             Pro forma                                      ($0.63)           ($1.13)          ($0.99)

</TABLE>


         The impact of the estimated  fair value of the options has no effect on
the  reported  loss or income  from  discontinued  operations.  The  effects  of
applying SFAS No. 123 in this pro forma  disclosure are not indicative of future
amounts because additional stock option awards in future years are anticipated.

         In February  2000, the Company's  Board of Directors  approved the 2000
Stock Option  Plan,  which  provides for the grant of up to 1,000,000  shares of
common stock of the Company pursuant to various awards, including stock options.
Adoption of the plan is subject to stockholder approval.

9.       STOCKHOLDERS' EQUITY

         Issuance of Preferred Stock - On December 2, 1998, the Company issued a
total of 10,000 shares of Series A Preferred Stock ("Series A Preferred  Stock")
to two parties  unrelated to the Company pursuant to Stock Purchase  Agreements,
for an aggregate purchase price of $2 million.  The Series A Preferred Stock has
a par value of $.01 per share and a  liquidation  preference  of $200 per share.
The Series A Preferred Stock is convertible into the Company's Common Stock at a
conversion  price of $2.12 per share,  subject to  adjustment  for stock splits,
recapitalizations,  and the like.  Any  unconverted  shares  will be  subject to
mandatory  conversion into the Company's  Common Stock on December 31, 2003. The
Series A Preferred  Stock will be entitled to receive a  cumulative  ten percent
(10%) per annum cash  dividend,  payable  annually  on December 31 of each year,
commencing  December 31, 1999, or, if earlier,  upon conversion of the shares of
Series A  Preferred  Stock.  Shares  of Common  Stock  into  which the  Series A
Preferred  Stock may be converted were registered for resale in October 1999. To
date,  no shares of Series A  Preferred  Stock have been  converted  into Common
Stock.

         Issuances of Common Stock - On September 29, 1999, the Company  entered
into a Stock Purchase Agreement with Telescan, providing for the sale of 779,130
shares of Common Stock for an aggregate purchase price of $3,000,000,  which was
based upon one  hundred  and  twenty-five  percent  (125%) of the average of the
closing  prices of the  Common  Stock,  as  reported  by  Nasdaq,  for the seven
business  days prior to the date of the closing.  Additionally,  the Company and
Telescan  entered  into an  agreement  pursuant to which the Company  obtained a
three-year  license  to use  several  of  Telescan's  propriety  technology  and
investment  tools on the  Company's web sites.  The Company paid the  $1,134,500
license fee by issuing  368,301  shares of Common Stock to  Telescan,  which was
based upon the average of the closing prices of the Company's  Common Stock,  as
reported  by  Nasdaq,  for the  seven  business  days  prior  to the date of the
closing.

         On June 26, 1998, the Company  entered into a Stock Purchase  Agreement
with Wise Partners,  L.P. ("WP")  providing for the sale of 1,259,842  shares of
Common Stock for an aggregate  purchase price of $5,000,000,  which was based on
the closing  "ask" price of the Common Stock on June 25,  1998.  WP is a limited
partnership  of which the Chief  Executive  Officer of the Company,  Jonathan L.
Steinberg, is the General Partner.

         On May 1, 1997, the Company entered into Stock Purchase Agreements with
two parties  unrelated to the Company providing in the aggregate for the private
sale of 328,678 shares of Common Stock for a total purchase price of $2,000,000.
On June 30, 1997 and December 30, 1997, the Company  entered into Stock Purchase
Agreements  with WP,  providing  for the sale of 31,496,  and 489,795  shares of
Common Stock, respectively, for an aggregate purchase price of $3,250,000.

         Each of the  above  sales  of  Common  Stock  of the  Company  was sold
pursuant to an exemption from registration under the Securities Act of 1933 (the
"Securities Act").

         In 1999, the Company issued a total of 39,372 shares of Common Stock to
consultants and recorded expenses totaling $109,251 in connection therewith. The
stock issuances were made from the Company's stock option plans.

         Warrants  - In 1998,  in  connection  with  consulting  and  recruiting
services provided,  the Company issued warrants to purchase up to 362,500 shares
of Common  Stock at  exercise  prices  ranging  from  $1.1875 to  $2.15625.  The
warrants were valued at $337,113 using the Black-Scholes  options pricing model.
The  warrants  may be  exercised  at any time prior to  December  16,  2002 with
respect to 300,000  shares,  and at any time prior to  September  11,  2008 with
respect to 62,500 shares.

         In  1999,  in  connection  with  consulting  and  recruiting   services
provided, the Company issued warrants to purchase up to 138,750 shares of Common
Stock at exercise  prices  ranging from $2.6255 to $3.40625.  The warrants  were
valued at $288,211 using the  Black-Scholes  options pricing model. The warrants
may be  exercised  at any time prior to November 29, 2004 with respect to 15,000
shares,  at any time prior to December 3, 2004 with respect to 50,000 shares, at
any time prior to August 13, 2009 with respect to 43,750 shares, and at any time
prior to September 10, 2009 with respect to 30,000 shares.

         Comprehensive  Loss - In  1998,  the  Company  adopted  SFAS  No.  130,
"Reporting  Comprehensive  Income."  SFAS No. 130  requires  the  disclosure  of
comprehensive  income  (loss),  defined  as the  change in equity of a  business
enterprise  during a period from transactions and other events and circumstances
from  non-owner  sources.  Comprehensive  income  (loss)  is  a  more  inclusive
financial  reporting  methodology that includes  disclosure of certain financial
information that  historically has not been recognized in the calculation of net
income (loss).  The adoption of this standard did not have a material  effect on
the consolidated financial statements of the Company.

10.      EARNINGS PER SHARE

         Basic net  (loss)  income per share is  computed  by  dividing  the net
earnings,  after deducting dividends on cumulative  convertible preferred stock,
by the weighted average number of shares of Common Stock outstanding  during the
period.  Diluted (loss) income per share is computed using the weighted  average
number of outstanding shares of Common Stock and common equivalent shares during
the period. Common equivalent shares consist of the incremental shares of Common
Stock issuable upon the exercise of stock options, warrants and other securities
convertible  into shares of Common  Stock.  The loss per common  share for 1999,
1998,  and 1997 is computed  based on the weighted  average  number of shares of
Common  Stock  outstanding  during the period.  The  exercise of stock  options,
warrants and other  securities  convertible into shares of Common Stock were not
assumed in the  computation  of dilutive  loss per common  share,  as the effect
would have been antidilutive.

         The  computation of net loss  applicable to common  shareholders  is as
follows:


<TABLE>

                                                     1999                1998           1997
                                                     ----                ----           ----
<S>                                                <C>             <C>              <C>    

Net loss from continuing operations               ($4,192,703)     ($7,810,500)     ($5,237,737)
Preferred stock dividends                            (216,987)           -                -
                                                  ------------      -----------     ------------
Net loss from continuing operations applicable
   to common shareholders                          (4,409,690)      (7,810,500)      (5,237,737)
(Loss) income from discontinued operations
                                                        -             (781,370)         277,402
                                                  ------------      -----------     ------------
    Net loss applicable to common shareholders   ($4,409,690)      ($8,591,870)     ($4,960,335)
                                                  ============     ============     ============

</TABLE>

                                                   
11.      SEGMENT INFORMATION

         In 1998, the Company adopted SFAS No. 131,  "Disclosures About Segments
of an  Enterprise  and Related  Information,"  which changes the way the Company
reports information about its operating segments.

         The Company's  business segments are focused on providing  research and
analysis of investment  information to individuals and investment  professionals
through two operating  segments:  Online  Services and Print  Publications.  The
Company's   Online   Services    operations    include    individualinvestor.com
(www.individualinvestor.com) and InsiderTrader.com (www.insidertrader.com).  The
Company's  Print  Publications   operations  publishes  and  markets  Individual
Investor  magazine,  a personal  finance  and  investment  magazine,  Ticker,  a
magazine  for  investment  professionals,   and  Individual  Investor's  Special
Situations Report, a financial investment  newsletter.  Substantially all of the
Company's operations are within the United States.

         The table below  presents  summarized  operating data for the Company's
two business segments,  consistent with the way such data is utilized by Company
management in evaluating operating results. Any inter-segment  revenues included
in segment data are not material.  The accounting policies utilized in the table
below are the same as those  described  in Note 1 of the  Notes to  Consolidated
Financial Statements.  Operating contribution  represents the difference between
operating  revenues less operating  expenses (before general and  administrative
("G&A") expense,  corporate  advertising,  and  depreciation and  amortization).
Identifiable assets by segment are those assets used in the Company's operations
in each business  segment.  Corporate  assets are considered to be cash and cash
equivalents,  investment in discontinued  operations,  investments,  and certain
other non-operating assets.

         The Online Services segment began generating  revenue in September 1997
and, accordingly, the results for the Online Services segment below reflect four
months of revenue in 1997 compared to a full year for 1998 and 1999.

<TABLE>

                                                      1999            1998              1997
                                                      ----            ----              ----
<S>                                              <C>              <C>               <C>         
                                                                          
Revenues:
    Online Services                               $ 2,304,546     $ 1,136,032       $   210,020
    Print Publications                             15,200,863      14,212,147        14,689,721
                                                 -------------   -------------     -------------
                                                  $17,505,409     $15,348,179       $14,899,741
                                                 =============   =============     =============
Operating contribution  (before G&A, corporate
  advertising and depreciation and amortization): 
    Online Services                              ($ 1,714,259)   ($ 2,056,633)     ($   820,070)
    Print Publications                               (246,864)       (692,731)           78,728
                                                 -------------   -------------     -------------
                                                   (1,961,123)     (2,749,364)         (741,342)
G&A, corporate advertising and depreciation and
  amortization expense                             (6,541,230)     (5,285,349)        4,565,691
Investment and other income                         4,309,650         224,213            69,296
                                                 -------------   -------------     -------------
Net loss from continuing operations               $ 4,192,703)   ($ 7,810,500)     ($ 5,237,737)
                                                 =============   =============     =============

Identifiable assets (1):
    Online Services                               $ 1,949,481     $   401,887
    Print Publications                              4,237,452       3,189,296
    Corporate assets                               10,071,034       6,953,745
                                                 -------------   -------------
                                                  $16,257,967     $10,544,928
                                                 ================ ============

</TABLE>


(1)  Total  expenditures for long-lived  assets for the years ended December 31,
     1999 and 1998 were as  follows:  Online  Services,  $434,805  and  $51,092,
     respectively; Print Publications,  $823,023 and $235,809, respectively; and
     Corporate, $310,575 and $401,522, respectively.

12.      SUBSEQUENT EVENT

         As of December 31, 1999, the Company had working capital of $5,163,130,
which  included cash and cash  equivalents  totaling  $6,437,542.  The Company's
current levels of revenues are not  sufficient to cover its expenses.  It is the
Company's intention to control its operating expenses while continuing to invest
in its existing products.  The Company anticipates  quarterly losses to continue
through 2000.

         Based on the Company's  current outlook,  the Company believes that its
working capital,  investments and the proceeds from the anticipated sale of $5.6
million in Convertible  Preferred  Stock noted below would be sufficient to fund
its operations and capital  requirements through 2000.  Thereafter,  the Company
will need to raise additional  capital in order to sustain operations unless the
Company achieves  profitability  through the generation of revenues beyond those
currently anticipated.  The Company is currently exploring its ability to obtain
additional  financing.  No  assurance  can be  given as to the  availability  of
additional financing or, if available,  the terms upon which it may be obtained.
Any such  additional  financing may result in dilution of an  investor's  equity
investment in the Company.  Failure to obtain additional  financing on favorable
terms,  or at all,  could have a  substantial  adverse  effect on the  Company's
future ability to conduct operations.

         The Company has  entered  into a letter of intent  ("Letter of Intent")
for the sale of 11,200  shares  of Series B  Convertible  Preferred  Stock  (the
"Preferred  Stock"),  par value $.01 per share,  convertible  into shares of the
Company's Common Stock, for $5.6 million. The Letter of Intent provides for $2.8
million to be paid to the Company on the initial closing date (which is expected
in April 2000),  and an additional $2.8 million to be funded at a second closing
once the  registration  statement  related to the Common  Stock  underlying  the
Preferred  Stock has been  declared  effective  by the  Securities  and Exchange
Commission (the "Effective  Date").  The Preferred Stock could be converted into
Common  Stock at a fixed  price of $4.00  per  share  (which  price was a slight
premium to the closing price of the Common Stock on the day the parties executed
the Letter of  Intent),  except  that the  purchasers  could  elect to reset the
initial  conversion  price on one occasion  until the first  anniversary  of the
Effective  Date,  to a fixed  price not less than $3.00 per share  (based on the
average of the closing  bid price of the Common  Stock as reported by Nasdaq for
the 10 trading  days  immediately  preceding  the date the reset is  requested),
provided that the Preferred Stock has not previously been converted.  The Letter
of Intent states that the  purchasers  could not take a short or  put-equivalent
position in the Common  Stock during any period that the Common Stock is trading
below  $4.00 per share.  The  Preferred  Stock would be entitled to receive a 5%
cash dividend,  payable annually. The Preferred Stock would be convertible up to
3 years from the Effective  Date. Any  unconverted  Preferred Stock on the third
anniversary  of the Effective  Date would be converted into Common Stock on such
date.  The Company  would have the right to require  conversion of the Preferred
Stock (but not more than 25% of the  Preferred  Stock during any 30 day calendar
period)  if the  average  closing  bid  price of the  Common  Stock  over any 20
consecutive days equals or exceeds $10.00. The Company would file a registration
statement with respect to the Common Stock  underlying  the Preferred  Stock and
the  Warrants  described  below within 30 days and would use its best efforts to
cause such  statement  to be declared  effective  within 90 days  (certain  cash
liquidated  damages are payable by the Company if the registration  statement is
not declared effective within 105 days).

         In  connection  with the  above  financing,  the  Company  has used two
investment  bankers to provide financing  services.  The first investment banker
would  receive  a cash  fee  equal  to 3% of the  total  dollar  amount  funded,
Preferred  Stock equal to 2% of the total dollar  amount  funded and a five year
warrant to purchase  55,000  shares of the Common Stock (the  "Warrants")  at an
exercise  price of $4.00 per share.  The Company  could call the Warrants (up to
25% of the  originally  issued  amount within any 30 calendar day period) if the
closing bid price of the Common  Stock as  reported by Nasdaq  equals or exceeds
$10.00 for 15  consecutive  trading days and certain other  conditions  are met.
Additionally,  the Company would issue the second  investment  banker a cash fee
equal to 5% of the gross  amount of the  financing,  plus a five year warrant to
purchase  55,000  shares of the Common  Stock at an exercise  price of $4.00 per
share.

         The  Company has  completed  negotiation  of  definitive  documents  to
implement  the Letter of Intent.  There can be no assurance,  however,  that the
definitive documents will be executed or that this financing will close.


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

         None


                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The   information   required  by  this  Item  10  as  to  directors  is
incorporated by reference to the information  captioned  "Election of Directors"
included in the Company's  definitive  proxy  statement in  connection  with the
meeting of shareholders to be held on June 21, 2000.


ITEM 11. EXECUTIVE COMPENSATION

         The  information  required by this Item 11 is incorporated by reference
to the information  captioned  "Election of Directors - Executive  Compensation"
included in the Company's  definitive  proxy  statement in  connection  with the
meeting of shareholders to be held on June 21, 2000.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  information  required by this Item 12 is incorporated by reference
to the  information  captioned  "Voting  Securities"  included in the  Company's
definitive  proxy statement in connection with the meeting of shareholders to be
held on June 21, 2000.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required by this Item 13 is incorporated by reference
to the  information  captioned  "Election of  Directors - Related  Transactions"
included in the Company's  definitive  proxy  statement in  connection  with the
meeting of the shareholders to be held on June 21, 2000.



ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

(a) (1)  Financial Statements

         The following financial  statements of the Registrant are filed as part
           of this report:

         Independent Auditors' Reports;
         
         Consolidated Balance Sheets as of December 31, 1999 and 1998;
       
         Consolidated  Statements of Operations for the Years Ended December 31,
           1999, 1998, and 1997;
         
         Consolidated  Statements  of  Stockholders'  Equity for the Years Ended
           December 31, 1999, 1998, and 1997;

         Consolidated  Statements of Cash Flows for the Years Ended December 31,
           1999, 1998, and 1997; and


         Notes to Consolidated Financial Statements 

(a) (3)  Exhibits

<TABLE>

       <S>             <C>                                                        <C>   

       Exhibit                          Description                                                Method of Filing
       -------                          -----------                                                ----------------
          No.
          ---
          3.1           Amended and Restated Certificate of Incorporation          Incorporated by reference to Exhibit 3.2 to the  
                        of Registrant, as amended  through June 22, 1999           Form 10-Q for the quarter ended June 30, 1999    
                                                                                   ("6/30/99 Form 10-Q")
                                  
          3.2           Bylaws of Registrant amended through April 27,             Incorporated by reference to Exhibit 3.3 to the  
                        1999                                                       6/30/99 Form 10-Q
                                      
          4.1           Specimen Certificate for Common Stock of Registrant        Incorporated by reference to Exhibit 4.1 to the
                                                                                   Form S-18
        
          4.2           Stock Purchase Agreement dated as of November 30, 1998     Incorporated by reference to Exhibit 10.1 to the 
                        between Registrant and Great American Insurance            Form 8-K filed December 14, 1998 ("12/14/98      
                        Company                                                    Form 8-K")
                                             
          4.3           Stock Purchase Agreement dated as of November 30, 1998     Incorporated by reference to Exhibit 10.2 to the
                        between Registrant and Great American Life Insurance       12/14/98 Form 8-K
                        Company                                                                                                     
         
         10.1+          Indemnification Agreement, dated August 19, 1991,          Incorporated by reference to Exhibit 10.2 to the
                        between Registrant and Bruce L. Sokoloff                   Form S-18
                                                                        
         10.2+          Indemnification Agreement, dated August 19, 1991,          Incorporated by reference to Exhibit 10.3 to the
                        between Registrant and Jonathan L. Steinberg               Form S-18
          
         10.3+          Indemnification Agreement, dated October 8, 1998,          Incorporated by reference to Exhibit 10.3 to the 
                        between Registrant and Henry G. Clark                      Form 10-K for the year ended December 31, 1998   
                                                                                   ("12/31/98 Form 10-K")                      
                                                                                                                                    
         10.4+          Indemnification Agreement, dated June 19, 1996,            Incorporated by reference to Exhibit 10.4 to the 
                        between Registrant and Peter M. Ziemba                     12/31/98 Form 10-K
           
         10.5+          Indemnification Agreement between Registrant and           Incorporated by reference to Exhibit 10.5 to the 
                        Brette Popper dated September 14, 1998                     09/30/98 Form 10-Q

         10.6+          Indemnification Agreement between Registrant and           Incorporated by reference to Exhibit 10.6 to the 
                        Gregory Barton dated September 14, 1998                    09/30/98 Form 10-Q
                
         10.7+          Indemnification Agreement between Registrant and           Incorporated by reference to Exhibit 10.1 to the 
                        S. Christopher Meigher III dated June 17, 1998             Form 10-Q for the quarter ended March 31, 1999
                                                                                   ("3/31/99 Form 10-Q")
         
         10.8+          Indemnification Agreement between Registrant and           Incorporated by reference to Exhibit 10.5 to the 
                        David H. Allen dated August 16, 1999                       Form 10-Q for the quarter ended September 30,
                                                                                   1999 ("9/30/99 Form 10-Q")

         10.9+          Agreement with Robert Schmidt dated May 25, 1998           Incorporated by reference to Exhibit 10.1 to the 
                                                                                   Form 10-Q for the quarter ended June 30, 1998
                                                                                   ("6/30/98 Form 10-Q")

         10.10+         Agreement with Scot Rosenblum dated June 20, 1998          Incorporated by reference to Exhibit 10.2 to the 
                                                                                   6/30/98 Form 10-Q

         10.11+         Agreement with Michael J. Kaplan dated April 1, 1998       Incorporated by reference to Exhibit 10.1 to the 
                                                                                   Form 10-Q for the quarter ended March 31, 1998
                                                                                  

         10.12          Stock Purchase Agreement, dated May 1, 1997, for           Incorporated by reference to Exhibit 10.1 to the 
                        164,339 shares of the Company's Common Stock               Form 10-QSB for the quarter ended June 30,   
                                                                                   1997 ("6/30/97 Form 10-QSB")

         10.13          Stock Purchase Agreement, dated May 1, 1997, for           Incorporated by reference to Exhibit 10.2 to the 
                        164,339 shares of the Company's Common Stock               6/30/97 Form 10-QSB

         10.14          Stock Purchase Agreement, dated June 30, 1997 between      Incorporated by reference to Exhibit 10.3 to the 
                        Registrant and Wise Partners L.P.                          6/30/97 Form 10-QSB     

         10.15          Stock Purchase Agreement, dated December 31, 1997          Incorporated by reference to Exhibit 10.6 of     
                        between Registrant and Wise Partners L.P.                  the Schedule 13D filed on behalf of Jonathan L.
                                                                                   Steinberg on January 13, 1998

         10.16          Stock Purchase Agreement, dated June 26, 1998              Incorporated by reference to Exhibit 10.3 to the 
                        between Registrant and Wise Partners L.P                   6/30/98 Form 10-Q

         10.17+         Form of 1991 Stock Option Plan of Registrant               Incorporated by reference to Exhibit 10.13 to the
                                                                                   Form S-18
                                    
         10.18+         Form of 1993 Stock Option Plan of Registrant               Incorporated by reference to Exhibit 4.2 to the  
                                                                                   Registrant's Registration Statement on Form S-8  
                                                                                   (File No. 33 72266)                              
                                                                                                                                    
         10.19+         Form of 1996 Performance Equity Plan of Registrant         Incorporated by reference to Exhibit 10.43 to the
                                                                                   Form 10-KSB for the year ended December 31, 1995 
                                                                                   ("1995 Form 10-KSB")                             
                                                                                                                                    
         10.20+         Form of 1996 Management Incentive Plan of                  Incorporated by reference to Exhibit 4.10 to the 
                        Registrant                                                 Registrant's Registration Statement on Form S-8  
                                                                                   (File No.333-17697)                              
                                                                                   
         10.21          Trademark  License  Agreement dated June 19, 1992          Incorporated by reference to Exhibit 10.25 to the
                        between Registrant and the American Association of         Form 10-KSB for the year ended December 31, 1992 
                        Individual Investors, Inc.                                 ("1992 Form 10-KSB")     
                                                        
         10.22+         Form of Stock Option  Agreement, dated May 9, 1997         Incorporated by reference to Exhibit 10.4 to the
                        between Registrant and each of Jonathan Steinberg,         6/30/97 Form 10-QSB
                        Robert Schmidt, Scot Rosenblum, and Michael Kaplan
                                     
         10.23+         Agreement dated as of November 19, 1998 between            Incorporated by reference to Exhibit 10.21 to the
                        Jonathan Steinberg and the Registrant                      12/31/98 Form 10-K

         10.24+         Stock Option Agreement between Registrant and Brette       Incorporated by reference to Exhibit 10.2 to the 
                        Popper dated September 14, 1998                            9/30/98 Form 10-Q

         10.25+         Stock Option Agreement between Registrant and Gregory      Incorporated by reference to Exhibit 10.4 to the 
                        Barton dated September 14, 1998                            9/30/98 Form 10-Q                    
                        
         10.26+         Stock Option Agreement between Registrant and David H.     Incorporated by reference to Exhibit 10.4 to the 
                        Allen dated August 16, 1999                                9/30/99 Form 10-Q                    
                        
         10.27+         Employment Agreement between Registrant and Brette         Incorporated by reference to Exhibit 10.1 to the 
                        Popper dated September 11, 1998                            9/30/98 Form 10-Q                    
                        
         10.28+         Employment Agreement between Registrant and Gregory        Incorporated by reference to Exhibit 10.3 to the 
                        Barton dated July 21, 1998                                 9/30/98 Form 10-Q
                    
         10.29+         Employment Agreement between Registrant and David          Incorporated by reference to Exhibit 10.3 to the 
                        H. Allen dated August 9, 1999                              9/30/99 Form 10-Q
       
         10.30          Form of Partnership Agreement for WisdomTree Associates,   Incorporated by reference to Exhibit 10.37 to the
                        L.P.                                                       Form 10-KSB for the year ended December 31,
                                                                                   1994 ("1994 Form 10-KSB")

         10.31          WisdomTree Capital Advisors, LLC Agreement dated           Incorporated by reference to Exhibit 10.38 to the
                        November 1, 1995                                           1994 Form 10-KSB

         10.32          Agreement between WisdomTree Offshore L.T.D. and           Incorporated by reference to Exhibit 10.39 to the
                        WisdomTree Capital Management, Inc. and WisdomTree         1994 Form 10-KSB
                        Capital Advisors, LLC dated December 1, 1995

         10.33          Office sublease, dated December 8, 1995, between           Incorporated by reference to Exhibit 10.41 to the
                        Porter Novelli, Inc. and the Registrant                    1995 Form 10-KSB

         10.34          Office sublease, dated January 1996 between VCH            Incorporated by reference to Exhibit 10.42 to the
                        Publishers, Inc. and the Registrant.                       1995 Form 10-KSB

         10.35          Lease, dated November 30, 1998 between Registrant          Incorporated by reference to Exhibit 10.31 to the
                        and 125 Broad Unit C LLC                                   12/31/98 Form 10-K

         10.36          Office Lease, Dated January 10, 1994, between 333          Incorporated by reference to Exhibit 10.22 to the
                        7th Ave. Realty Co. and the Registrant                     Form 10-KSB for the year ended December 31, 1993

         10.37          Agreement, dated as of June 2, 1999, between Registrant,   Incorporated by reference to Exhibit 10.1 to the
                        Kirlin Holding Corp. and VentureHighway.com Inc.           Form 8-K filed June 16, 1999 ("6/16/99 Form 8-K")

         
         10.38          Stockholder Agreement, dated as of June 2, 1999, between   Incorporated by reference to Exhibit 10.2 to the
                        Registrant, Kirlin Holding Corp. and VentureHighway.com    6/16/99 Form 8-K     
                        Inc.  

         10.39          Securities Purchase Agreement, dated as of June 2, 1999,   Incorporated by reference to Exhibit 10.3 to the 
                        between Registrant and Kirlin Holding Corp.                6/16/99 Form 8-K

         10.40          Form of Warrant dated December 16, 1998                    Incorporated by reference to Exhibit 10.1 to the
                                                                                   6/30/99 Form 10-Q

         10.41          Letter dated as of April 28, 1999 between Registrant,      Incorporated by reference to Exhibit 10.2 to the
                        Great American Life Insurance Company and Great American   6/30/99 Form 10-Q
                        Insurance Company                                               

         10.42          Stock Purchase Agreement dated as of September 29, 1999    Incorporated by reference to Exhibit 10.8 to the
                        between Registrant and Telescan, Inc.                      Registrant's Registration Statement on Form S-3
                                                                                   dated October 29, 1999 (File No. 333-89933) (the
                                                                                   "Form S-3)

         10.43          Letter Agreement dated as of September 29, 1999 between    Incorporated by reference to Exhibit 10.9 to the
                        Registrant and Telescan, Inc.                              Form S-3

         11             Computation of (Loss) Income Per Share                     Filed herewith
                                 
         21             Subsidiaries of the Registrant                             Filed herewith
                                 
         23.1           Consent of Independent Auditors-Deloitte & Touche LLP      Filed herewith
                                 
         23.2           Consent of Independent Auditors-Ernst & Young LLP          Filed herewith
                                 
         27             Financial Data Schedule                                    Filed only with electronic submission on Form
                                                                                   10-K in accordance with EDGAR requirement
  
         99             Risk Factors                                               Filed herewith                                 
                                                                                   
</TABLE>


+ Management  contract or compensatory plan or arrangement  required to be filed
as an Exhibit to this Form 10-K.

(b)      Reports on Form 8-K

The  Company  did not file any  reports  on Form 8-K during  the  Quarter  Ended
December 31, 1999.





 
                                 SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                                 INDIVIDUAL INVESTOR GROUP, INC.
Date:  April 14, 2000

                                                 By: /s/ Jonathan L. Steinberg

                                                 Jonathan L. Steinberg
                                                 Chief Executive Officer

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.


 
 Signature                       Title                            Date          
 ---------                       -----                            ----          
                                                                                
                                                                                
 /s/ Jonathan L. Steinberg       Chief Executive Officer          April 14, 2000
--------------------------       and Director                                   
Jonathan L. Steinberg                                                           
                                                                                
                                                                                
                                                                                
/s/ Brette E. Popper             President and Chief              April 14, 2000
---------------------            Operating Officer                              
Brette E. Popper                                                                
                                                                                
                                                                                
                                                                                
/s/ David H. Allen               Vice President,                  April 14, 2000
------------------               Chief Financial Officer                        
David H. Allen                                                                  
                                                                                
                                                                                
                                                                                
/s/ Henry G.Clark                Vice President Finance           April 14, 2000
------------------               (Principal Accounting Officer)                 
Henry G. Clark                                                                  
                                                                                
                                                                                
/s/ S. Christopher Meigher       Director                         April 14, 2000
--------------------------                                                      
S. Christopher Meigher                                                          
                                                                                
                                                                                
                                                                                
/s/ E. Drake Mosier              Director                         April 14, 2000
-------------------                                                             
E. Drake Mosier                                                                 
                                                                                
                                                                                
                                                                                
/s/ Bruce L. Sokoloff            Director                         April 14, 2000
----------------------                                                          
Bruce L. Sokoloff                                                               
                                                                                
                                                                                
                                                                                
/s/ Peter M. Ziemba              Director                         April 14, 2000
--------------------                                                            
Peter M. Ziemba                                                                 
                                                                                

<PAGE>

                                   EXHIBIT 11
 
                     Computation of (Loss) Income Per Share



<TABLE>



                                                             1999             1998             1997
                                                                              ----             ----  
<S>                                                       <C>              <C>              <C>



Net loss from continuing operations (a)                  ($4,192,703)     ($7,810,500)     ($5,237,737)

Preferred stock dividends                                   (216,987)          -                -     
                                                         ------------     ------------     ------------    
                                                    

Net loss from continuing operations applicable 
to common shareholders                                    (4,409,690)      (7,810,500)      (5,237,737)

(Loss) income from discontinued operations                   -               (781,370)         277,402
                                                         ------------     ------------     ------------
                                                    
Net loss applicable to common shareholders               ($4,409,690)     ($8,591,870)     ($4,960,335)
                                                         ============     ============     ============

Basic and dilutive (loss) income per Common Share

     Continuing operations                                    ($0.47)          ($0.99)          ($0.81)
     Discontinued operations                                 -                  (0.10)            0.04
                                                         ------------     ------------     ------------
                                                              ($0.47)          ($1.09)          ($0.77)
                                                         ============     ============     ============


Weighted average number of common shares  used in
   computing basic and dilutive (loss) income per 
   common share                                            9,336,679        7,876,509        6,466,168
                                                         ============     ============     ============
</TABLE>


(a)  On April 30, 1998, the Company's Board of Directors  decided to discontinue
     the Company's  investment  management  services business.  As a result, the
     operating  results  relating to  investment  management  services have been
     segregated  from  continuing  operations.  Prior  years'  amounts have been
     restated to conform to the current year presentation.

                                                                     EXHIBIT 21

                                  SUBSIDIARIES
                                       OF
                         INDIVIDUAL INVESTOR GROUP, INC.


         Subsidiary                                     State of Organization
         ----------                                     ---------------------

Individual Investor Holdings, Inc.                      Delaware

WisdomTree Capital Management, Inc.                     New York

I.I. Strategic Consultants, Inc. (inactive)             Delaware

WisdomTree Administration, Inc. (inactive)              Delaware

I.I. Interactive, Inc.                                  Delaware

Advanced Marketing Ventures, Inc. (inactive)            Delaware

WisdomTree Capital Advisors, LLC (inactive)             New York






                                                                    Exhibit 23.1



INDEPENDENT AUDITORS' CONSENT


To the Board of Directors and Stockholders of
Individual Investor Group, Inc.

We consent to the  incorporation  by reference in  Registration  Statements Nos.
33-74846 and 333-89933 on Form S-3 and  Registration  Statements Nos.  33-72266,
33-85910, 333-17697 and 333-89939 on Form S-8 of Individual Investor Group, Inc.
and  subsidiaries  of our report dated April 14, 2000,  appearing in this Annual
Report on Form 10-K of Individual  Investor Group, Inc. and subsidiaries for the
year ended December 31, 1999.

DELOITTE & TOUCHE LLP

April 14, 2000


                                                                    Exhibit 23.2



                          INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Stockholders of
Individual Investor Group, Inc.

We consent to the  incorporation by reference in Registration  Statements (Forms
S-3 No. 33-74846 and 333-89933 and Forms S-8 No.  33-72266,  No.  33-85910,  No.
333-17697,  and 333-89939)  pertaining to Individual  Investor  Group,  Inc. and
subsidiaries  of our  report  dated  February  27,  1998,  with  respect  to the
financial statements of WisdomTree Associates,  L.P. for the year ended December
31,  1997,  included in the Annual  Report  (Form 10-K) of  Individual  Investor
Group, Inc. and subsidiaries for the year ended December 31, 1999.



Ernst & Young LLP
New York, New York
April 11, 2000



                                                                      Exhibit 99



                             CERTAIN RISK FACTORS

                              Dated: April 14, 2000

You should  carefully  consider these risks,  as well as those  described in our
most  recent  Form  10-K,  Form  10-Q and Form 8-K  filings,  before  making  an
investment  decision.  The risks described below are not the only risks we face.
Additional  risks  may  also  impair  our  business  operations.  If  any of the
following  risks  occur,  our  business,  results  of  operations  or  financial
condition could be materially  adversely affected.  If that happens, the trading
price of our common  stock could  decline,  and you may lose all or part of your
investment.  In the risk factors below, the word "web," refers to the portion of
the Internet commonly referred to as the "world wide web."

We have a history of losses and we  anticipate  that our losses will continue in
the future.  As of December 31,  1999,  we had an  accumulated  deficit of $26.3
million. Since inception, the only calendar year during which we were profitable
was 1995. We expect to continue to incur net losses in the first quarter of 2000
and in subsequent  fiscal  periods.  We expect to continue to incur  significant
operating  expenses.  Even if we do achieve  profitability,  we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.

We will need to raise  additional  capital in the  future.  We believe  that our
working  capital,  investments  and proceeds from the  anticipated  sale of $5.6
million in  Convertible  Preferred  Stock (see Note 12 to the  December 31, 1999
consolidated  financial  statements,  which note is  incorporated  by  reference
herein)  would be  sufficient to fund our  operations  and capital  requirements
through 2000.  Because we expect  continuing  net losses,  we will need to raise
additional  capital in the future.  The  availability  and the cost of financing
will depend on many factors existing at the time we seek funding.  These factors
may include our sources and amounts of revenues,  our business  development  and
prospects and the state of the financial markets generally.  It is possible that
additional  financing  may not be available to us, or, if  available,  the terms
upon  which  it may be  obtained  may be  unfavorable  to us and may  result  in
dilution  of an  investor's  equity  investment  in us.  Our  failure  to obtain
additional  financing on favorable  terms,  or at all,  would have a substantial
adverse effect on our future ability to conduct operations.

Our  online  services  business  has a limited  operating  history.  Because  we
commenced  our online  services  operations  in May 1997, we have only a limited
operating  history upon which you can  evaluate  this  business  segment and its
prospects. An investor in our common stock must consider the risks, expenses and
difficulties  frequently  encountered by an early stage business in this new and
rapidly evolving market of web-based financial news and information companies.

We may not be able to grow our  online  business.  We  intend to  introduce  new
and/or  enhanced  products,  content and services to retain the current users of
our online services and to attract new users.  During 2000, we plan to introduce
three  or  four  new  destinations  to  drive  traffic,   including  Ticker.com,
SHORTInterest.com,  BioStock.com,  and  possibly  InvestorUniversity.com.  If we
introduce a new or enhanced product,  content,  or service that is not favorably
received or fail to  introduce  certain new or enhanced  products,  content,  or
services,  our current users may choose a competitive  service over our service.
Our  business   could  be  materially   adversely   affected  if  we  experience
difficulties  and/or delays in introducing new products,  content or services or
if these new  products,  content or services are not  favorably  received by our
users.

Increased  traffic to our web sites may strain our systems and impair our online
services  business.  On  occasion,  we have  experienced  significant  spikes in
traffic  on our web  sites.  In  addition,  the  number  of users of our  online
services  has  increased  over time and we are seeking to increase our user base
further.  Accordingly,  our web sites must accommodate a high volume of traffic,
often at  unexpected  times.  Our web  sites  have in the  past,  and may in the
future,  experience  slower  response  times than usual or other  problems for a
variety of reasons.  These occurrences could cause our users to perceive our web
sites as not  functioning  properly  and,  therefore,  cause  them to use  other
methods to obtain the financial  information  they desire.  In such a case,  our
business,  results of operations,  and financial  condition  could be materially
adversely affected.

We face  intense  competition  in both our print  publications  business and our
online services business. An increasing number of financial news and information
sources  compete for  consumers'  and  advertisers'  attention and spending.  We
expect this competition to continue and to increase. These competitors include:

--   online  services or web sites focused on business,  finance and  investing,
     such as CBS  MarketWatch.com;  The Wall Street Journal Interactive Edition;
     CNBC.com; CNNfn.com;  TheStreet.com;  Briefing.com; The Motley Fool; Yahoo!
     Finance; Silicon Investor; Microsoft Investor;  SmartMoney.com;  Money.com;
     and Multex.com;

--   publishers and  distributors of traditional  print media,  such as The Wall
     Street Journal; Barron's; Investors Business Daily; Business Week; Fortune;
     Forbes; Money; Kiplinger's;  Smart Money; Worth; Registered Representative;
     Institutional Investor; Research and On Wall Street;

--   publishers and  distributors  of radio and television  programs  focused on
     business, finance and investing, such as Bloomberg Business Radio and CNBC;

--   web "portal" companies,  such as Yahoo!;  Excite; Lycos; Snap!; Go Network;
     and America Online; and

--   online brokerage firms, many of which provide financial and investment news
     and information, such as Charles Schwab and E*TRADE.

Our  ability to compete  depends on many  factors,  including  the  originality,
timeliness, comprehensiveness and trustworthiness of our content and that of our
competitors,  the  ease  of  use  of  services  developed  either  by us or  our
competitors and the effectiveness of our sales and marketing efforts and that of
our competitors.

Many  of  our  competitors  have  longer  operating   histories,   greater  name
recognition,   larger  customer  bases  and  significantly   greater  financial,
technical  and  marketing  resources  than we do.  This may allow them to devote
greater resources than we can to the development and promotion of their services
and products,  as well as adapting to rapid technological changes with regard to
the Internet.  In particular,  future  changes may evolve (for example,  a rapid
move to  broadband  technologies)  which  we may  not be able to cope  with in a
timely manner.  These competitors may also engage in more extensive research and
development,  undertake far-reaching marketing campaigns,  adopt more aggressive
pricing policies to attract Internet users, print readers,  advertisers and make
more   attractive   offers  to  existing  and   potential   employees,   outside
contributors,  strategic  partners and advertisers.  Our competitors may develop
content  that is equal or  superior  to ours  content or that  achieves  greater
market acceptance than our content. It is also possible that new competitors may
emerge and  rapidly  acquire  significant  market  share.  We may not be able to
compete  successfully for  advertisers,  Internet users,  print readers,  staff,
outside contributors or strategic partners.  Increased  competition could result
in price reductions,  reduced margins or loss of ours market share. Any of these
could materially adversely affect our business.

Our  efforts to build  positive  brand  recognition  may not be  successful.  We
believe  that  maintaining  and growing  awareness  about our brands  (including
Individual Investor,  individualinvestor.com,  Ticker,  Magic25(TM) and the INDI
SmallCap  500(TM)) is an important  aspect of our efforts to continue to attract
print  subscribers,  magazine  readers and Internet  users.  The  importance  of
positive  brand  recognition  will increase in the future because of the growing
number of  providers  of financial  information.  We cannot  assure you that our
efforts to build positive brand recognition will be successful.

In order to build  positive  brand  recognition,  it is very  important  that we
maintain our reputation as a trustworthy  source of investment ideas,  research,
analysis and news. The occurrence of certain events,  including our misreporting
a news story or the non-disclosure of a financial interest by one or more of our
employees  in a security  that we write  about,  could harm our  reputation  for
trustworthiness.  These events could  result in a  significant  reduction in the
number of our Internet users and print readers, which could materially adversely
affect our business, results of operations and financial condition.

For us to enhance our web brand awareness, it is important for us to continue to
establish and maintain content distribution relationships with highly trafficked
web  sites  operated  by other  companies.  There  is  intense  competition  for
relationships with these sites.  Although we have not paid any material sum with
respect to our relationships to date, it is possible that, in the future, we may
be required to pay fees in order to  establish  or maintain  relationships  with
these  sites.  Additionally,  many of these sites  compete with our web sites as
providers of financial  information,  and these sites may become less willing to
establish or maintain  strategic  relationships with us in the future. We may be
unable to enter into relationships  with these sites on commercially  reasonable
terms or at all.

We depend on certain  advertisers  to generate  revenue.  In 1998 and 1999,  the
majority  of our print  publications  advertising  revenue  came from  financial
services  companies,  followed by consumer  advertisers and others.  We were not
dependent upon any particular  advertiser for our print  publications  revenues.
During the  fourth  quarter of 1999,  approximately  69% of the online  services
advertising revenue came from a combination of  VentureHighway.com (a company in
which we have acquired a 15.5% equity interest through an equity-for-advertising
barter  transaction) and two brokerage firms offering online trading.  We expect
that the  majority of  advertising  revenues  derived  from our online  services
operations  will come from  online  brokerage  firms.  In the event that  online
brokerage  firms choose to scale back on their  advertising  (on the Internet in
general or on our web sites in particular),  our online services  business could
be materially adversely affected.

We need to manage our growth.  Although our print publications  business has not
experienced  rapid  growth  in the  recent  past,  our  online  services,  which
commenced in May 1997, have experienced  rapid growth.  This growth has placed a
strain on our managerial,  operational and financial  resources.  We expect this
strain to increase with anticipated future growth in both print publications and
online services. To manage our growth, we must continue to implement and improve
our  managerial  controls  and  procedures  and our  operational  and  financial
systems.  In addition,  our future success will depend on our ability to expand,
train and manage our workforce,  in particular our editorial,  advertising sales
and business  development staff. We cannot assure you that we have made adequate
allowances  for the costs and risks  associated  with this  expansion,  that our
systems,  procedures or controls will be adequate to support our operations,  or
that our management will be able to successfully  offer and expand our services.
If we are unable to manage  our growth  effectively,  our  business,  results of
operations and financial condition could be materially adversely affected.

We face a risk of system failure for our online services  business.  Our ability
to  provide  timely  information  and  continuous  news  updates  depends on the
efficient  and  uninterrupted  operation  of  our  computer  and  communications
hardware  and software  systems.  Similarly,  our ability to track,  measure and
report  the  delivery  of  advertisements  on our sites  depends  largely on the
efficient  and  uninterrupted  operation of a third-party  system  maintained by
DoubleClick.   These  systems  and   operations  are  vulnerable  to  damage  or
interruption from human error,  natural disasters,  telecommunication  failures,
break-ins, sabotage, computer viruses, intentional acts of vandalism and similar
events.  We do not have a formal  disaster  recovery  plan for the event of such
damage or  interruption.  Any system failure that causes an  interruption in our
service or a decrease in responsiveness of our web sites could result in reduced
traffic,  reduced  revenue and harm to our  reputation,  brand and our relations
with our advertisers.  Our insurance  policies may not adequately  compensate us
for any  losses  that we may incur  because  of any  failures  in our  system or
interruptions  in our delivery of content.  Our business,  results of operations
and financial  condition  could be materially  adversely  affected by any event,
damage or failure that interrupts or delays our operations.

We depend on the continued growth in use and efficient operation of the web. Our
business will be materially adversely affected if web usage does not continue to
grow or grows slowly.  Web usage may be inhibited for a number of reasons,  such
as:

--       inadequate network infrastructure;

--       security concerns;

--       inconsistent quality of service; and

--       unavailability of cost-effective, high-speed access to the Internet.

The users of our online services depend on Internet  service  providers,  online
service providers and other web site operators for access to our web sites. Many
of these services have experienced  significant  service outages in the past and
could experience  service outages,  delays and other  difficulties due to system
failures  unrelated to our systems.  These  occurrences could cause our Internet
users to  perceive  the web in  general  or our web  sites in  particular  as an
unreliable medium and, therefore,  cause them to use other media to obtain their
financial news and information.  We also depend on certain information providers
to deliver  information  and data feeds to us on a timely  basis.  Our web sites
could  experience  disruptions or interruptions in service due to the failure or
delay in the  transmission  or receipt of this  information,  which could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

We may not be able to enter  into any  further  barter  (equity-for-advertising)
relationships.  We anticipate  entering into  additional  equity-for-advertising
relationships,  such as Wit Capital and  VentureHighway.com,  as we believe that
these transactions can result in significant gains.  However, we may not be able
to enter into any  additional  transactions  of this type, and even if we do, we
may not realize any gains,  and may in fact incur  losses,  in  connection  with
these investments.

We may not  realize  the  value  of our  investment  in  VentureHighway.com.  We
currently record on our balance sheet an investment in VentureHighway.com at the
historical   value  of   approximately   $2.6  million   (1,654,344   shares  at
approximately  $1.59  per  share).  There  currently  is no  public  market  for
VentureHighway.com  securities,  and there is no assurance  that we will realize
any value with respect to our investment in VentureHighway.com.

Our quarterly  financial  results are subject to significant  fluctuations.  Our
quarterly operating results may fluctuate significantly as a result of a variety
of factors, many of which are outside our control. For example,  revenues in our
print publications  business tend to reflect seasonal patterns.  We believe that
quarter-to-quarter  comparisons  of  our  operating  results  may  not be a good
indication of our future  performance,  nor would our operating  results for any
particular quarter be indicative of future operating results.  In some quarters,
our operating  results may be below the  expectations  of public market analysts
and investors.  If that happens, the price of our common stock may fall, perhaps
dramatically.

Because our editorial content is focused on the financial  markets,  a prolonged
"bear  market" may cause our  businesses  to suffer.  Our  editorial  content is
highly  focused on the  financial  markets.  If the  markets  suffer a prolonged
downturn or "bear  market,"  it is possible  that our  businesses  might  suffer
materially for two reasons.  First, during a bear market, people may become less
interested  in buying and selling  securities,  and thus less  interested in our
research  and  analysis of  securities.  If this  occurs,  fewer people might be
interested  in  subscribing  to our print  publications  and  using  our  online
services. Second,  advertisers,  particularly the financial services advertisers
that are our most  important  source of  advertising  revenue,  might  decide to
reduce their advertising budgets.  Either of these developments could materially
adversely affect our business.

Because our  editorial  content is focused on research  and analysis of specific
stocks,  our  businesses  could  suffer if our  recommendations  are  poor.  Our
editorial  content is focused on research  and analysis of specific  stocks.  We
frequently state that a particular  company's stock is undervalued or overvalued
at the current prices.  If our opinions prove to be wrong,  our customers may be
less interested in subscribing to our print publications and in using our online
services and our business could suffer materially.

We may not be able to  attract  and  retain  qualified  employees  for our print
publications  business.  Many  of  our  competitors  in the  print  publications
business are larger than us and have a number of print titles.  We only have two
magazines and one  newsletter.  There is a general  perception in the employment
market that larger  publishers are more  prestigious or offer more varied career
opportunities.  We may be perceived by people as a less attractive employer than
a larger publisher.  If we are unable to attract and retain qualified  employees
for our print publications business, that business could suffer materially.

We may not be able to attract  and  retain  qualified  employees  for our online
service  business.  There is a general  perception in the employment  market for
online  employees  that pure Internet  companies  offer a more  attractive  work
environment  for a  youthful  workforce.  This is based on the  belief  that the
Internet is a new and growing industry that offers a great future.  In addition,
many  employees  in the Internet  industry  seek and often  receive  significant
portions of their compensation  through stock options.  The stock prices of many
pure Internet companies have increased  dramatically during the past year or so.
Since we are also in the print publication business, people may perceive us as a
less  attractive  employer  than a pure  Internet  company.  If we are unable to
attract and retain qualified  employees for our online services  business,  that
business could suffer materially.

We depend on our outside contributors. To some extent we depend upon the efforts
of our outside  contributors  to produce  original,  timely,  comprehensive  and
trustworthy  content.  Our  outside  contributors  are not  bound by  employment
agreements.  Competition for financial journalists is intense, and we may not be
able to retain  existing or attract  additional  qualified  contributors  in the
future.  If we lose the  services of our outside  contributors  or are unable to
attract additional  outside  contributors with appropriate  qualifications,  our
business,  results of  operations  and financial  condition  could be materially
adversely affected.

We depend on key  management  personnel.  Our future  success  depends  upon the
continued  service of key management  personnel.  The loss of one or more of our
key  management  personnel  could  materially  adversely  affect  its  business.
Moreover,  the costs that may arise in connection with executive  departures and
replacements can be significant, as they were during 1998 and 1999.

We rely on several third party sole providers to conduct many of our operations.
Our  strategy  is to enter into  relationships  with  various  third  party sole
providers in order to obtain their  technological  expertise and capabilities as
well as to achieve  economies of scale.  If the  business of these  providers is
disrupted for any reason, our operating results could suffer materially. Some of
these providers are listed as follows:

1.   We depend on Quebecor to publish our print publications.  We depend upon an
     independent party, Quebecor, to print our monthly magazines.  If Quebecor's
     business  is  disrupted  for any  reason,  such as  fire or  other  natural
     disaster,  labor strife, supply shortages,  or machinery problems, we might
     not be able to distribute our  publications in a timely manner and may lose
     subscribers and newsstand sales.

2.   We depend on independent parties to distribute Individual Investor magazine
     to newsstands.  We depend upon independent parties (the largest of which is
     International  Circulation   Distributors,   a  subsidiary  of  The  Hearst
     Corporation) to distribute  Individual Investor magazine to newsstands.  If
     the business of our distributors is disrupted for any reason, such as labor
     strife or natural  disaster,  we may not be able to  distribute  Individual
     Investor  magazine to newsstands in a timely manner and may lose  newsstand
     sales.

3.   We depend on an independent party to manage our subscriber files. We depend
     upon an  independent  party to manage  our  subscriber  files.  This  party
     receives subscription orders and payments for our print publications, sends
     renewal and  invoice  notices to  subscribers  and  generates  subscribers'
     labels and  circulation  reports  for us. If the  business of this party is
     disrupted,  we may become unable to process subscription  requests, or send
     out renewal notices or invoices, or deliver our print publications. If this
     were to happen, our business could suffer materially.

4.   We depend on independent  parties to obtain the majority of the subscribers
     to Individual  Investor  magazine.  We depend upon  independent  parties to
     obtain the majority of the  subscribers  to Individual  Investor  magazine.
     These agencies  include NewSub  services,  American  Family  Publishers and
     Publishers  Clearing  House.  These agencies obtain  subscribers  primarily
     through use of  subscription  offers in credit card  statements  and direct
     mail  campaigns.  If the positive  response to the  promotion of Individual
     Investor  magazine  by these  agencies is not great  enough,  they may stop
     promoting our  magazine.  This could cause our  subscriber  base to shrink,
     which would lower our subscription  revenue and reduce our advertising rate
     base,  which  would  lead  to  lower   advertising   revenue.   Also,  many
     publications compete for services of subscription agencies, and one or more
     of these  subscription  agencies  may  choose  not to  continue  to  market
     Individual Investor in order to better serve one of our competitors. Any of
     those developments could cause our operating results to suffer materially.

Control of the Company by Principal Stockholders.  At the present time, Jonathan
Steinberg, Wise Partners, L.P. (a partnership controlled by Jonathan Steinberg),
Saul  Steinberg  (who is Jonathan  Steinberg's  father) and  Reliance  Financial
Services  Corporation  (a  substantial  portion of the common  stock of Reliance
Financial  Services  Corporation's  parent,  Reliance Group  Holdings,  Inc., is
beneficially  owned by Saul  Steinberg,  members of his  family  and  affiliated
trust), beneficially own approximately 38.3% of the outstanding shares of common
stock of the Company.  As a result of their ownership of common stock, they will
be able  to  significantly  influence  all  matters  requiring  approval  by the
Company's  stockholders,  including  the election of its  directors.  Because it
would be very  difficult for another  company to acquire us without the approval
of the Steinbergs,  other companies might not view us as an attractive  takeover
candidate.  Our  stockholders,  therefore,  may have less of a chance to benefit
from any possible takeover of the Company, than they would if the Steinbergs did
not have as much influence.

We rely on our intellectual  property. To protect our rights to our intellectual
property,  we rely on a combination of trademark and copyright law, trade secret
protection,  confidentiality  agreements and other contractual arrangements with
our  employees,   affiliates,   clients,  strategic  partners  and  others.  The
protective  steps we have taken may be inadequate to deter  misappropriation  of
our proprietary information. We may be unable to detect the unauthorized use of,
or take appropriate steps to enforce, our intellectual  property rights. We have
registered  certain of our trademarks in the United States and have pending U.S.
applications  for other  trademarks.  Effective  trademark,  copyright and trade
secret  protection  may not be available  in every  country in which we offer or
intend to offer our services.

We are somewhat  dependent upon the use of certain  trademarks in our operation,
including  the  marks  Individual  Investor,   individualinvestor.com,   Ticker,
Magic25(TM) and the INDI SmallCap  500(TM).  We have a perpetual license for use
of the  trademark  Individual  Investor.  To perfect our  interests in the mark,
however,  we filed suit in 1997  against the  licensor and a third party whom we
believed was infringing  the mark. The litigation was resolved  favorably to us,
with an  agreement  by the third  party not to  further  infringe  the mark.  We
commenced  negotiations  with the licensor to obtain assignment of the mark, The
Individual  Investor,  but  did  not  reach  an  agreement.   Although  we  will
continuously monitor and may seek enforcement against any perceived infringement
of the mark, we cannot assure you that our efforts will be successful.

Additionally,  we are  somewhat  dependent  upon  the  ability  to  protect  our
proprietary content through the laws of copyright,  unfair competition and other
law.  We cannot  assure  you,  however,  that the laws  will give us  meaningful
protection.

Claims of our infringement on the  intellectual  property rights of others could
be costly and  disruptive to our business  operations.  Other parties may assert
claims  against  us that we have  infringed  a  copyright,  trademark  or  other
proprietary  right belonging to them.  Defending against any such claim could be
costly  and  divert  the  attention  of  management  from the  operation  of our
business. In addition, the inability to obtain or maintain the use of copyrights
or trademarks could adversely affect our business operations.

We may be liable for information  published in our print  publications or on our
online services. We may be subject to claims for defamation, libel, copyright or
trademark infringement or based on other theories relating to the information we
publish in our print publications or through our online services.  We could also
be subject to claims  based upon the  content  that is  accessible  from our web
sites through links to other web sites. Our insurance may not adequately protect
us against these claims.



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.


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<PERIOD-END>                                   DEC-31-1999
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