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, 2000
                            -----------------
                                       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, New York 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 March 29, 2001,  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 $3.5 million.

         As of March  29 , 2001, 8,972,886  shares  of the  Common  Stock of the
Registrant were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the  Registrant's  definitive  Proxy Statement for its 2001
Annual  Meeting of  Stockholders  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, 2000, are incorporated by reference
into Part III hereof.

<PAGE>



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

         Please  read the notice set forth in Item 7 of Part II of this  Report,
which notice is incorporated in this Item by reference.


                                     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 serve people  interested in investing and serve the advertisers
and business partners who want to reach that audience.  The Company's properties
include: Individual Investor magazine, individualinvestor.com, SHORTInterest.com
(launched  February 2001) and Individual  Investor's  Special  Situations Report
newsletter. For a portion of fiscal year 2000, the Company also published Ticker
magazine and  InsiderTrader.com,  both of which were sold in September 2000. The
Company  believes that the two forms of distribution of financial  information -
electronic and print - are complementary and provide a competitive advantage.

         In addition to its media  properties,  the Company has developed  three
proprietary stock indexes: (1) the America's Fastest Growing Companies(TM) Index
(formerly known as the INDI SmallCap  500(TM) index), a 500-stock index designed
to identify companies emerging from the small-cap sector in a cycle of growth in
earnings per share, (2) the America's Fastest Growing  Companies(TM)  MidCap 300
Index, a 300-stock  index designed to identify  mid-cap  companies in a cycle of
growth of earnings per share and (3) the America's Fastest Growing Companies(TM)
LargeCap 50 Index, a 50-stock index designed to identify large-cap  companies in
a cycle of growth of earnings per share. The original  America's Fastest Growing
Companies(TM)  Index was  launched in February  1998 and the  America's  Fastest
Growing   Companies(TM)   MidCap  300  Index  and  America's   Fastest   Growing
Companies(TM)  LargeCap 50 Index each were  launched  in March 2001.  In October
2000, the Company signed  licensing  agreements with Nuveen  Investments and the
American Stock Exchange for the creation of an  exchange-traded  fund based upon
the original America's Fastest Growing Companies(TM) Index that, upon receipt of
necessary  regulatory  approval,  would  trade on the  American  Stock  Exchange
(similar to the SPDR  exchange-traded  fund based upon the Standard & Poor's 500
index and the QQQ exchange-traded  fund based upon the Nasdaq 100 index).  There
can be no assurance,  however,  that Nuveen will obtain the necessary regulatory
approval  or that the  exchange-traded  fund  based upon the  America's  Fastest
Growing  Companies(TM)  Index  will  commence  trading.  There  also  can  be no
assurance that, if it does commence trading, the exchange-traded fund based upon
the America's  Fastest Growing  Companies(TM)  Index will prove to be popular or
that the Company will receive any  material  amount of revenues  with respect to
the licenses described in this paragraph. The Company intends to seek to execute
license  agreements  for the  creation  of  financial  products  based  upon the
America's  Fastest  Growing  Companies(TM)  MidCap  300 Index and the  America's
Fastest Growing  Companies(TM)  LargeCap 50 Index, but there can be no assurance
that the Company will be  successful in its endeavors to do so. The Company also
will explore  development of additional  stock indexes,  such as sector indexes,
under the America's  Fastest Growing  Companies(TM)  brand.  The Company expects
that any such new indexes also would have a primary  focus on growth in earnings
per share.  There can be no  assurance,  however,  that the Company in fact will
develop any stock  indexes  beyond the existing  three  indexes of the America's
Fastest Growing Companies(TM) family described above.

         The Company  provides  research and analysis of investment  information
through two business  segments:  Print  Publications  and Online  Services.  The
relative  contribution of the two business  segments to the Company's  operating
revenues and operating  profit for the three years ended  December 31, 2000, and
the identifiable assets of each segment at the end of each year, are included in
Note 13 to the Company's consolidated financial statements, which Note is hereby
incorporated by reference.

PRINT PUBLICATIONS

         Print Publications revenues from advertising,  list rental, circulation
and other sources for the year ended  December 31, 2000,  totaled  approximately
$16.6  million,  or  approximately  84% of the  Company's  total  revenues  from
continuing operations,  an increase of approximately 8% from approximately $15.4
million,  or  approximately  87% of the Company's total revenues from continuing
operations, in 1999.

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 education
(including  the  magazine's  Investor   University(R)   section)  to  help  with
investment decisions.

         Individual Investor is printed on a matte, finished paper stock and has
a basic annual subscription rate of approximately  $22.95 ($3.50 newsstand price
in 2001 vs. a $2.99  newsstand price in 2000).  Individual  Investor had a total
paid  subscriber  and newsstand  circulation of  approximately  500,000 in March
2001,  unchanged from March 2000. The Company has  intentionally  stabilized its
circulation and rate base in order to focus on increasing the  profitability  of
each subscriber (and has increased earned subscription revenues per copy for the
past two years).

Ticker Magazine

         The  Company  also  published  Ticker  magazine  (prior  to its sale in
September  2000), 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.  In September 2000, the Company sold
the assets related to Ticker magazine for cash consideration of $6 million, less
an adjustment for certain current assets and liabilities,  and the assumption of
certain liabilities.

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 2001,
SSR had approximately 2,000 paid subscribers, as compared to approximately 2,000
in March 2000. The number of subscribers is expected to increase slightly during
2001 due to anticipated increased internet subscription efforts.

Advertising

         Print  Publications  advertising  revenues for 2000 were  approximately
$11.6 million,  up approximately 10% from  approximately  $10.5 million in 1999.
Print  Publications   advertising  revenues  derived  from  Individual  Investor
magazine of approximately  $8.3 million  accounted for  approximately 42% of the
Company's total revenues from continuing  operations for the year ended December
31, 2000, as compared to  approximately  $7.5  million,  or 43% of the Company's
total revenues from continuing  operations for the year ended December 31, 1999.
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   typically  are  financially
sophisticated individuals with substantial net worth, several years of investing
experience, and significant investment portfolios. Moreover, Individual Investor
has a higher  concentration than other personal finance magazines of subscribers
describing  themselves as  CEO/COO/President  or as  Self-employed  - categories
attractive  to  advertisers  because  of  the  ability  to  influence  corporate
purchasing  decisions.  The  Company  believes  that  those  demographics  are a
valuable tool in marketing advertising space in Individual Investor.

         The Company's goal is to increase advertising revenues by continuing to
target  national  consumer  and  financial  advertisers  in such  industries  as
automobiles,  technology products,  insurance, mutual funds, brokerage companies
and luxury goods. Since the beginning of 2000,  Individual Investor magazine has
been included,  for the first time, in a number of important  standardized media
research  studies that are used by major  advertisers.  During 2000,  Individual
Investor  magazine  was  reported  for  the  first  time in two  major  national
syndicated  studies:  the JD Power Car Media Report and the Mendelsohn  Affluent
Survey. In 2001, Individual Investor magazine was reported for the first time in
another major national  syndicated study, the JD Power Truck Media Report (which
includes data  relevant to marketers of sports  utility  vehicles).  The Company
anticipates  being  reported  for the  first  time  in  another  major  national
syndicated study, the Mediamark Research Inc. Research Study, in the Spring 2001
edition.  Additionally,  in the fourth  quarter  of 2000,  the  Company  hired a
Consumer Advertising Director for the first time and launched, in the April 2001
issue of Individual Investor, a new lifestyle section entitled "ROI - Rewards of
Investing," to target consumer advertisers.  These events are expected to have a
positive effect on the Company's efforts to sell additional  advertising  pages,
although there can be no assurance that such efforts will be successful.

Circulation and Marketing

         Print Publications  circulation revenues in the year ended December 31,
2000 were  approximately  $3.6  million,  an increase of  approximately  5% from
approximately  $3.4 million in 1999. Print  Publications  circulation  revenues,
which are derived  from  Individual  Investor  magazine and SSR,  accounted  for
approximately 18% of the Company's total revenues from continuing operations for
the year ended  December  31,  2000,  as  compared to  approximately  19% of the
Company's total revenues from continuing  operations for the year ended December
31, 1999. The Company obtains new subscriptions for Individual  Investor through
leading subscription agencies, direct-mail marketing promotions, insert cards in
the magazine and over the Internet.

         Single copy, or newsstand,  revenues for 2000 were  approximately  $0.8
million, a decrease of approximately 9% from approximately $0.9 million in 1999.
Individual Investor is distributed for sale on newsstands  throughout the United
States by independent  parties, the largest of which is Comag Marketing Group, a
venture between The Hearst Corporation and Conde Nast.

         Ticker was a controlled-circulation  magazine distributed to investment
advisors, brokers and planners. Names of recipients of Ticker were obtained from
lists acquired by the Company; the recipients were required to respond that they
wished 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
and Internet  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 were approximately $1.2 million
in 2000 and 1999. List rental  revenues  accounted for  approximately  6% of the
Company's total revenues from continuing  operations for the year ended December
31, 2000, as compared to  approximately  8% of the Company's total revenues from
continuing operations for the year ended December 31, 1999. 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

         Larger companies that publish multiple titles, such as AOL Time Warner,
publish many of the print  publications with which the Company  competes.  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,  SmartMoney,  Kiplingers  Personal  Finance and
Worth. In addition,  the print publications  compete against publications with a
broader editorial focus, including The Wall Street Journal, Barron's,  Investors
Business Daily, Business Week, Forbes and Fortune.

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 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.

ONLINE SERVICES

         Online  Services  revenues from  advertising,  subscriptions  and other
sources for the year ended December 31, 2000 totaled approximately $3.2 million,
or 16% of the Company's total revenues from continuing  operations,  an increase
of 38% from  approximately $ 2.3 million,  or approximately 13% of the Company's
total revenues from continuing operations in 1999.

individualinvestor.com (www.individualinvestor.com)

         The Company launched its flagship Website,  individualinvestor.com,  in
1997.   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,  individualinvestor.com  uses its own research analysts to make stock
recommendations. The site allows for interaction between users and the Company's
approximately 24 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, 2001,  individualinvestor.com  had  approximately  230,000  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),
approximately  91,000 of whom  receive the  Company's  daily emails (more than 7
million of which are delivered per quarter).

         Through content sharing and syndication,  the Company seeks to increase
its brand  awareness,  create  links to its web  sites,  and in some  instances,
obtain  licensing  fees  or  benefit  from  revenue  sharing  agreements.  These
content-sharing  arrangements  are  accomplished  at  little  or no  cost to the
Company  by using  existing  content  (e.g.,  "Stock of the Day," and  "Magic 25
Update") from individualinvestor.com.

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 provided proprietary research based
on  the  data.  In  addition  to  free  content,  the  site  charged  an  annual
subscription  fee of $50 to  access  value-added  insider  data  and the  site's
proprietary research.  Additionally, the Company offered a premium service at an
additional  fee of $18 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) for an annual fee of $2,000 or
a monthly fee of $249.

         On September 15, 2000,  the Company sold certain  assets related to the
business of InsiderTrader.com  for cash consideration of approximately  $500,000
and the assumption of certain liabilities.

New Internet Web Sites

         The   Company   in   February    2001,    launched   a   new   website,
SHORTInterest.com,  which  distributes  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 also presents value-added screens, tables
and  proprietary  analysis to assist  investors in  determining  which stocks to
avoid or sell short.  The Company  intends in 2001 to launch an  additional  web
site,  AFGC.com,  which  will  be  devoted  to  the  America's  Fastest  Growing
Companies(TM) family of indexes.

Advertising

         The Company sells  advertising on its online  properties (its web sites
and daily emails)  through a  combination  of its in-house  sales  personnel and
third-party agents. 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 have experienced  industry-wide  declines during the calendar year 2000. The
industry may continue to experience  such declines going forward.  Additionally,
the amount of internet advertising in general has decreased substantially during
the last quarter of 2000 and the first  quarter of 2001 and it is possible  that
such  declines may  continue in the future.  The Company  believes  that its web
sites attract people with desirable  demographics and that the ability to sell a
cross-media  packages  (print and  online)  may give the  Company a  competitive
advantage with respect to obtaining online  advertising as compared to companies
that only have online impressions to sell.

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,  and Yahoo!  Finance,  MSN
Money Central, Motley Fool, and CBS MarketWatch.com,  as well as those sponsored
by   publishers   of  certain   print   magazines,   including   Money.com   and
SmartMoney.com.  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  research and analysis and other editorial  content,
together with the other site features (e.g.,  news,  quotes,  message boards and
portfolio tools) in an appealing and easy-to-use format.

EDUCATIONAL SERVICES

         The Company  conducted  its first paid  seminar  focused on  investment
education in January 2000 and its second  seminar in March 2001.  In addition to
seminar fees collected from attendees,  the Company received additional revenues
from sponsors.

AMERICA'S FASTEST GROWING COMPANIES(TM) FAMILY OF INDEXES

         In addition to its media  properties,  the Company has developed  three
proprietary stock indexes: (1) the America's Fastest Growing Companies(TM) Index
(formerly  known as the INDI SmallCap  500(TM) index),  a 500-stock  designed to
identify  companies  emerging from the small-cap  sector in a cycle of growth in
earnings per share, (2) the America's Fastest Growing  Companies(TM)  MidCap 300
Index, a 300-stock  index designed to identify  mid-cap  companies in a cycle of
growth in earnings per share and (3) the America's Fastest Growing Companies(TM)
LargeCap 50 Index, a 50-stock index designed to identify large-cap  companies in
a cycle of growth in earnings per share. The original  America's Fastest Growing
Companies(TM)  Index was  launched in February  1998 and the  America's  Fastest
Growing   Companies(TM)   MidCap  300  Index  and  America's   Fastest   Growing
Companies(TM) LargeCap 50 Index each were launched in March 2001.

         In October 2000, the Company signed  licensing  agreements  with Nuveen
Investments   and  the   American   Stock   Exchange  for  the  creation  of  an
exchange-traded   fund  based  upon  the  original   America's  Fastest  Growing
Companies(TM) Index that, upon receipt of necessary regulatory  approval,  would
trade on the American Stock Exchange (similar to the SPDR  exchange-traded  fund
based  upon the  Standard & Poor's  500 index and the QQQ  exchange-traded  fund
based upon the Nasdaq 100 index). With its structural focus on identifying small
companies  experiencing  rapid  growth in  earnings  per share,  and a "keep the
winners"  approach  that allows  successful  companies to remain in the index as
their  market  capitalizations  grow beyond $2 billion,  the  America's  Fastest
Growing  Companies(TM)  Index is designed to select and retain tomorrow's titans
and other successful enterprises.  With a low median market capitalization,  the
America's  Fastest  Growing  Companies(TM)  Index thus may prove  attractive  to
investors  seeking  exposure to the  small-cap  sector (which  historically  has
outperformed  the broader  market) as well as  investors  seeking high growth in
earnings per share regardless of market capitalizaton tier.

         Upon  receipt of necessary  regulatory  approval  and  commencement  of
trading of the  Nuveen-sponsored  exchange-traded  fund  based on the  America's
Fastest Growing Companies(TM) Index, the Company would receive quarterly royalty
payments from Nuveen and from the American Stock Exchange (and  potentially from
other  licensors,  for  example,  related to futures or options  products on the
index or the fund based upon the index).  These revenue  streams would be almost
100% gross margin,  as the Company will incur  essentially  no costs  associated
with maintaining the index (the immaterial costs associated with maintaining the
index are costs that the  Company  would in any event incur in  connection  with
publishing  the  index in its  media  properties).  There  can be no  assurance,
however,  that Nuveen will obtain the necessary  regulatory approval or that the
exchange-traded  fund based upon the  America's  Fastest  Growing  Companies(TM)
Index will  commence  trading.  There also can be no assurance  that, if it does
commence  trading,  the  exchange-traded  fund based upon the America's  Fastest
Growing  Companies(TM)  Index will prove to be popular or that the Company  will
receive any material  amount of revenues with respect to the licenses  described
in this paragraph.

           The Company  intends to seek to execute  license  agreements  for the
creation  of  financial  products  based  upon  the  America's  Fastest  Growing
Companies(TM)  MidCap 300 Index and the America's Fastest Growing  Companies(TM)
LargeCap  50 Index,  but  there can be no  assurance  that the  Company  will be
successful in its endeavors to do so. The Company also will explore  development
of additional stock indexes, such as sector indexes, under the America's Fastest
Growing  Companies(TM) brand. The Company expects that any such new indexes also
would have a primary  focus on growth in  earnings  per  share.  There can be no
assurance,  however,  that the Company in fact will  develop  any stock  indexes
beyond the existing three indexes of the America's Fastest Growing Companies(TM)
family described above.

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 2001, the Company employed 60 persons on a full-time basis:
40 employees in the Print Publications segment (including the research analysts,
sales and marketing  staff,  who also support the Online  Services  segment),  6
employees in the Online  Services  segment,  and 14  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 media properties: Individual Investor magazine and
individualinvestor.com, 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.

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

         During 1998,  1999 and 2000, 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 August 2000,  the Company  agreed to sell two Internet  domain names
for cash consideration of approximately $1 million. In connection with the sale,
the Company also issued a warrant to purchase  250,000  shares of the  Company's
Common Stock at an exercise price of $2.00 per share and  relinquished the right
to have its Common Stock trade under the ticker  symbol  "INDI." The fair market
value of the issued warrant was approximately $257,000.

         In  addition to  trademarks  and service  marks,  the Company  also has
registered approximately 110 Internet domain names, including  brokerdealer.com,
capitalgains.com,  junkbonds.com,  microcaps.com and pennystocks.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 and Chicago.
The Company in March 2001 was in  discussions  concerning an agreement to sublet
approximately  17,000 square feet of its New York City  corporate  office space,
for the period May 1, 2001 through  March 31, 2004, at a rental amount in excess
of its  current  cost.  In the event a sublease  is  executed on the terms being
discussed in March 2001,  the Company  believes  that the  anticipated  sublease
payments would reduce the Company's effective rent to approximately $400,000 per
year. There can be no assurance,  however,  that a definitive sublease agreement
upon such terms will be executed or that the Company  otherwise  will be able to
sublet a portion of its New York City corporate  office space.  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  approximately
$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

         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.



                                     PART II


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

Market Information

         Effective  October 4, 2000, the Company's Nasdaq National Market ticker
symbol was changed to "IIGP." In March 2001,  the Company  announced that it had
received notice stating that the Company's Common Stock had failed to maintain a
minimum  closing  bid  price of $1.00 as  required  by Nasdaq  Marketplace  Rule
4450(a)(5) and that a staff determination  therefore had been made to delist the
Company's  Common  Stock.  The  Company  appealed  the staff  determination  and
requested an oral hearing that has been scheduled in April 2001. There can be no
assurance  that  the  Company's  appeal  of  the  staff  determination  will  be
successful.  In the event that the Company's  appeal is not  successful  and the
Company's Common Stock is delisted from the Nasdaq National Market,  the Company
would intend to have its Common Stock trade on the OTC Bulletin Board.

         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.



<PAGE>



         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.

         2000:                           Low ($)         High ($)
         -----                           -------         --------
         First Quarter                   3-11/32         6-3/16
         Second Quarter                  1-15/16         4-7/16
         Third Quarter                   1               2-1/16
         Fourth Quarter                  11/32           1-5/32

         1999:

         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

         These amounts  represent sales between dealers in securities and do not
include retail markups,  markdowns or  commissions.  On March 29, 2001, the last
sale price for the Company's Common Stock, as reported by Nasdaq, was $0.625.

Holders

         On March 29,  2001,  there were 71  holders of record of the  Company's
Common Stock.  The Company  believes that there are  approximately  * 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,  subject to the preferential right of the Company's Series A
Preferred  Stock,  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  potential
dividends on the Company's Common Stock.

Sales of Unregistered Securities

<TABLE>
<CAPTION>
<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
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
10/00 -12/00   Options to purchase        96,000       Employment services; in      Section 4(2 )   Vesting over a period of up to
               common stock                            addition, exercise price                     four years from date of grant,
               granted                                 would be received upon                       subject to certain conditions
                                                       exercise                                     of continued service;
                                                                                                    exercisable for a period
                                                                                                    lasting up to ten years from
                                                                                                    date of grant at exercise
                                                                                                    prices of $0.4375 to $0.96875
                                                                                                    per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





<PAGE>




ITEM 6.  SELECTED CONSOLIDATED 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>
<CAPTION>
<S>                                                <C>               <C>             <C>                <C>             <C>   

                                                              At, and for the years ended, December 31,
                                                    2000              1999            1998              1997              1996
                                                    ----              ----            -----             ----              ----
Revenues from continuing operations (b)            $19,778,804       $17,670,801     $15,470,106        $14,899,741     $12,537,042
Operating expenses (b)                              27,419,064        26,173,154      23,504,819         20,206,774      16,073,791
Gain on sale of assets                               6,702,219         -                -                 -                -
Impairment of investment                           (2,638,356)         -                -                 -                -
                                                   -----------       ------------    ------------       ------------    ------------
Operating loss from continuing operations           (3,576,397)       (8,502,353)     (8,034,713)        (5,307,033)     (3,536,749)
Investment and other income                            170,608         4,309,650         224,213             69,296         177,238
                                                   -----------       ------------    ------------       ------------    ------------
Net loss from continuing operations                 (3,405,789)       (4,192,703)     (7,810,500)        (5,237,737)     (3,359,511)
                                                   -----------       ------------    ------------       ------------    ------------
(Loss) income from discontinued operations (a)        -                -                (781,370)           277,402         170,059
                                                   -----------       ------------    ------------       ------------    ------------
Net loss                                           ($3,405,789)      ($4,192,703)    ($8,591,870)       ($4,960,335)    ($3,189,452)
                                                   ===========       ============    ============       ============    ============

Basic and dilutive (loss) income per common share:

      Continuing operations                            ($0.34)           ($0.47)          ($0.99)            ($0.81)         ($0.54)
      Discontinued operations (a)                     -                -                   (0.10)              0.04            0.03
                                                   -----------       ------------    ------------       ------------    ------------
                                                       ($0.34)           ($0.47)          ($1.09)            ($0.77)         ($0.51)
                                                   ===========       ============    ============       ============    ============

Average number of common shares used in
  computing basic and dilutive (loss)
  income per common share                           10,439,887         9,336,679       7,876,509          6,466,168       6,198,260

Cash and cash equivalents                           $4,694,476        $6,437,542      $4,752,587         $3,533,622      $1,544,451
Investment in discontinued operations                   49,302            49,302         282,383          4,037,432       4,947,500
Total assets                                        12,706,260        16,257,967      10,544,928         12,156,967      11,303,735
Working capital                                      2,551,080         5,163,130       5,805,339          7,798,415       6,715,311
Stockholders' equity                                $4,582,306        $7,662,937      $5,448,757         $6,255,099      $5,237,107
Current ratio                                              1.5               2.0             3.0                3.4             3.5
</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.

(b)  Prior year  revenues  and  operating  expense  data has been  conformed  to
     calendar  year 2000  presentation.  There  was no  impact  on the  reported
     operating loss from continuing operations.



<PAGE>




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

Important  Notice  Concerning   "Forward-looking   Statements"  in  this  Report
(Including Without Limitation in Items 1 and 7)

         1. "Forward-looking  Statements." Certain parts of this Report describe
historical  information  (such as operating  results for the year ended December
31, 2000), 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, 2000.
These  sentences  typically  use words or phrases  like  "believes,"  "expects,"
"anticipates," "estimates," "projects," "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, 2000,
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.  Except to the extent  that a  statement  in this
Report is describing a historical  fact, each statement in this Report 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.

Year Ended December 31, 2000 as Compared to the Year Ended December 31, 1999

         Net Loss from Continuing Operations

         The Company's net loss from  continuing  operations  for the year ended
December  31,  2000  was   approximately   $3.4  million,   an   improvement  of
approximately $0.8 million as compared to a net loss from continuing  operations
of  approximately  $4.2 million in 1999. The decrease in the operating loss from
the prior year is primarily  due to the gain of sale of assets of  approximately
$6.7  million  and  increased  advertising  revenues,  partially  offset  by  an
approximately   $4.1  million  decrease  in  investment  and  other  income,  an
approximately  $2.6 million  write-down  in the carrying  value of the Company's
investment in  VentureHighway.com  Inc. and increased  promotion and selling and
editorial,  production and distribution  expenses. No income taxes were provided
in 2000 or 1999  due to the net  loss.  The  basic  and  dilutive  net  loss per
weighted  average  common  share  for the  year  ended  December  31,  2000  was
approximately $0.34, as compared to approximately $0.47 in 1999.

         Print   Publications   operations   provided   a   positive   operating
contribution  (before deducting general and  administrative  ("G&A"),  corporate
advertising and depreciation and  amortization  expenses) of approximately  $0.1
million  for the year  ended  December  31,  2000,  as  compared  to a  negative
operating contribution of approximately $0.2 million in 1999. The improvement in
operating  contribution  is  primarily  due to increased  advertising  revenues,
partially  offset  by  increased  promotion  and  selling,  and  production  and
distribution  expenses.  In the first quarter of 2001, the Company implemented a
plan of cost reductions, including personnel reduction and a change in paper, to
lower expenses associated with the Print Publications operations.

         Online Services operations  provided a negative operating  contribution
(before deducting G&A,  corporate  advertising and depreciation and amortization
expenses) of  approximately  $1.7 million for the year ended  December 31, 2000,
which is comparable to a negative  operating  contribution of approximately $1.7
million in 1999. Although revenues increased  approximately $0.9 million for the
year,  higher levels of expenses were incurred for the redesign and marketing of
the      Company's      primary      web      site,       individualinvestor.com
(www.individualinvestor.com). In the third quarter of 2000 and the first quarter
of 2001, the Company reorganized its Online Services  operations,  significantly
reducing ongoing personnel and technology development expenses.

         Operating Revenues

         Total revenues from  continuing  operations for the year ended December
31,  2000  increased  approximately  12%, to  approximately  $19.8  million,  as
compared  to  approximately  $17.7  million  in 1999.  Revenues  for the  Online
Services revenues increased approximately 38%, to approximately $3.2 million, as
compared to  approximately $ 2.3 million in 1999.  Print  Publications  revenues
increased  approximately  8%, to  approximately  $16.6  million,  as compared to
approximately $15.4 million in 1999.

         Print Publications advertising revenues for the year ended December 31,
2000 increased approximately 10%, to approximately $11.6 million, as compared to
approximately $10.5 million in 1999. Individual Investor magazine's  advertising
revenues for the year ended  December 31, 2000 increased  approximately  10%, to
approximately $8.3 million,  as compared to approximately $7.5 million, in 1999.
This  change  relates  primarily  to an  approximately  13%  increase in the net
advertising  rate per page,  partially offset by an approximately 8% decrease in
advertising  pages sold, as compared to 1999. The decrease in advertising  pages
sold occurred  primarily  during the quarter  ended  December 31, 2000 in tandem
with the decline in the various stock market averages,  which impacted financial
advertising.  For the nine months ended September 30, 2000, compared to the nine
months ended  September 30, 1999,  Individual  Investor  magazine's  advertising
revenues  increased  approximately  26%,  as a result  of an  approximately  11%
increase in advertising pages sold,  combined with an approximately 13% increase
in the net advertising rate per page. Ticker magazine's advertising revenues for
the year ended December 31, 2000 increased  approximately  12%, to approximately
$3.3 million,  as compared to approximately  $2.9 million for the year 1999. The
assets of Ticker magazine were sold to an unrelated third party during September
2000 for cash  consideration  of $6  million,  less an  adjustment  for  certain
current assets and liabilities,  and the assumption of certain liabilities,  and
consequently  the 2000  figures  for  Ticker  are  derived  from nine  months of
operations whereas the 1999 figures for Ticker are derived from twelve months of
operations.

         Online  Services  advertising  revenues for the year ended December 31,
2000 increased by approximately 39%, to approximately $2.8 million,  as compared
to  approximately   $2.0  million  in  1999.   Advertising   revenues  increased
substantially as a result of a growth in page views and advertising  impressions
on the  Company's  web  sites,  together  with  an  increase  in the  amount  of
advertising related to the Company's advertising-for-equity transactions, during
which the  Company  granted  an  advertising  credit in  exchange  for an equity
position in the advertiser.

         Print  Publications  circulation  revenues for year ended  December 31,
2000 increased  approximately 5%, to approximately $3.6 million,  as compared to
approximately  $3.4  million in 1999.  Subscription  revenues for the year ended
December 31, 2000 increased approximately 10%, to approximately $2.8 million, as
compared to  approximately  $2.5 million in 1999.  The increase in  subscription
revenues  from the  prior  year is  primarily  attributable  to a change  in the
subscriber mix for  Individual  Investor  magazine,  with more of the subscriber
base being  obtained  from more  profitable  direct-to-publisher  sources.  This
increase was  partially  offset by a reduction in the number of  subscribers  to
Individual Investor's Special Situations Report. Newsstand revenues for the year
ended  December  31, 2000  decreased  approximately  9%, to  approximately  $0.8
million, as compared to approximately $0.9 million in 1999.

         Print  Publications  list rental and other revenues for the years ended
December  31,  2000 and 1999  were  approximately  $1.5  million.  The year 2000
revenues  represent  an increase  of  approximately  9% in list rental  revenues
attributable to the Individual  Investor magazine  subscriber lists, offset by a
decrease in list rental and other income  attributable  to Ticker magazine (with
respect to which the Company only recorded  revenues for nine months in 2000, as
opposed  to  twelve  months  in 1999,  due to the  sale of  Ticker  magazine  in
September 2000 described above).

         Operating Expenses

         Total operating expenses from continuing  operations for the year ended
December 31, 2000 increased approximately 5%, to approximately $27.4 million, as
compared  to  approximately  $26.2  million  in 1999.  The rate of  increase  in
operating expenses was significantly lower than the rate of increase of revenues
- which  increased  approximately  10% for the year ended  December 31, 2000, as
compared to the year ended December 31, 1999.

         Editorial,  production  and  distribution  expenses  for the year ended
December 31, 2000 increased approximately 8%, to approximately $12.7 million, as
compared to approximately  $11.8 million in 1999. Online Services production and
editorial expenses  increased  approximately 23%, to approximately $3.5 million,
as compared to approximately  $2.8 million in 1999. The increase in these Online
Services  expenses from the prior year is primarily  related to higher editorial
salaries and consulting  fees,  increased  research costs,  and costs associated
with    enhanced    analytical    and   research    tools   now   available   on
www.individualinvestor.com. As noted above, the Company has recently reorganized
its Online Services  operations,  significantly  reducing ongoing  personnel and
technology  development  expenses.  Editorial and production expenses associated
with its Online Services in the fourth quarter of 2000 were  approximately  $0.3
million less than the comparable  quarter in 1999 and approximately $0.4 million
lower than the level of such expenses in the third quarter of 2000.  The Company
projects that  editorial,  production and  distribution  expenses for its Online
Services  operations will be less than $2.0 million in 2001. Print  Publications
editorial,  production and distribution  expenses increased by approximately 3%,
to  approximately  $9.2 million,  as compared to  approximately  $9.0 million in
1999.  The increase from the prior year relates  primarily to an increase in the
average  number of pages per issue,  as well as higher  editorial  salaries  and
related costs.

         Promotion  and selling  expenses  for the year ended  December 31, 2000
increased by approximately  11%, to approximately  $8.7 million,  as compared to
approximately  $7.8  million in 1999.  Online  Services  promotion  and  selling
expenses for the year ended  December 31, 2000 increased  approximately  15%, to
approximately  $1.4 million,  as compared to approximately $1.2 million in 1999.
The increase from the prior year is primarily  attributable to higher  marketing
and promotion expenses  associated with the Individual  Investor of the Year(TM)
and  Magic  25(TM)  online  trading  contests  offered  by  the  Company.  Print
Publications promotion and selling expenses for the year ended December 31, 2000
increased by approximately  10%, to approximately  $7.3 million,  as compared to
approximately  $6.7  million  in  1999.  The  increase  from the  prior  year is
primarily due to increased  marketing and promotion expenses associated with the
Individual  Investor of the Year(TM) and Magic 25(TM)  online  trading  contests
offered by the Company,  direct mail campaign and customer activation  expenses,
increased sales commissions relating to higher sales, and higher recruiting fees
as a result of hiring additional in-house sales personnel.

         General and  administrative  expenses  for the year ended  December 31,
2000 increased by approximately 4%, to approximately  $5.5 million,  as compared
to  approximately  $5.3  million in 1999.  The  increase as compared to 1999 was
primarily due to increased salaries and rent expense,  partially offset by lower
professional  and recruiting  fees. The Company during the third quarter of 2000
implemented a significant  reduction in its general and administrative  expenses
through reduction in general and administrative personnel. Moreover, the Company
in March 2001 was in discussions to sublet a portion of its headquarters  office
space. In the event that a definitive  sublease agreement is executed containing
the terms under discussion in March 2001, the Company anticipates that its rent,
net of receipts from the anticipated subtenant,  would decrease by approximately
$600,000  per  annum  commencing  approximately  May 1,  2001.  There  can be no
assurance, however, that a definitive sublease agreement upon such terms will be
executed or that the Company  otherwise  will be able to sublet a portion of its
New York City  corporate  office space.  The Company did not incur any corporate
advertising  expenses  in the year ended  December  31,  2000,  as  compared  to
corporate  advertising  expenses of $0.7  million in 1999.  The Company does not
anticipate incurring such expenses in 2001.

         Depreciation and  amortization  expense for the year ended December 31,
2000 increased  approximately 7%, to approximately $0.6 million,  as compared to
approximately  $0.5 million in 1999. 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 in March
1999.

         Gain on Sale of Assets

         Gain  on  sale of  assets  for the  year  ended  December  31,  2000 of
approximately  $6.7  million  represents  the gain on the  sale of two  Internet
domain names and certain assets related to Ticker magazine and InsiderTrader.com
during the third quarter of 2000. No similar transactions were realized in 1999.

         Impairment of Investment

         The Company recorded an impairment of  approximately  $2.6 million with
respect to its investment in VentureHighway.com Inc., acquired in June 1999.

         Investment and Other Income

         Investment  and other  income for the year ended  December 31, 2000 was
approximately  $0.2 million as compared to  approximately  $4.3 million in 1999.
The decrease is  attributable  to realized gains from the sale of investments of
approximately  $4.1 million during the year ended  December 31, 1999,  offset by
interest expense incurred from factoring receivables and the decreased amount of
interest  income  earned in 2000  compared  to 1999 due to lower  cash  balances
available for investment.

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 approximately 46%, to approximately $4.2 million, as
compared to approximately $7.8 million 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 G&A,  corporate  advertising and depreciation and amortization
expenses) of approximately $1.7 million for the year ended December 31, 1999, as
compared to a negative  operating  contribution of approximately $2.1 million in
1998. This  improvement is due to an  approximately  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 approximately $0.2 million for the year ended December
31, 1999, as compared to a negative operating contribution of approximately $0.7
million in 1998. This  improvement  primarily  relates to an  approximately  10%
increase  in  advertising   revenues   together  with  reduced   production  and
distribution  costs,  offset  in  part  by  increased  marketing  and  promotion
expenses.

         Operating Revenues

         Total revenues from  continuing  operations for the year ended December
31,  1999  increased  approximately  14%, to  approximately  $17.7  million,  as
compared  to  approximately  $15.5  million  in 1998.  Revenues  for the  Online
Services operations increased approximately 103%, to approximately $2.3 million,
as  compared  to  approximately  $1.1  million in 1998.  Revenues  for the Print
Publications  operations  increased  approximately  7%, to  approximately  $15.4
million, as compared to approximately $14.2 million in 1998.

         Print Publications advertising revenues for the year ended December 31,
1999 increased approximately 10%, to approximately $10.5 million, as compared to
approximately  $9.5 million in 1998. This increase  relates  primarily to Ticker
magazine,  which achieved an approximately 24% increase in advertising pages per
issue,  combined  with an  approximately  12%  increase in the net rate per page
sold.  Individual  Investor magazine's  advertising  revenues for the year ended
December 31, 1999 also increased,  due to an  approximately  17% increase in the
net rate per page,  partially offset by an  approximately  12% decrease in pages
sold.

         Online  Services  advertising  revenues for the year ended December 31,
1999 increased by approximately 83%, to approximately $2.0 million,  as compared
to approximately $1.1 million in 1998. This increase relates primarily to higher
individualinvestor.com    (www.individualinvestor.com)    advertising   revenues
resulting  primarily from a growth in page views and advertising  impressions in
1999 over  1998.  The  Company  does not  currently  impose a charge  for use of
individualinvestor.com.

         Print Publications circulation revenues for the year ended December 31,
1999 decreased  approximately 2%, to approximately $3.4 million,  as compared to
approximately  $3.5  million  in  1998.  The  decrease  relates  primarily  to a
reduction  in  subscription  revenues  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 have
declined primarily as a result of a low response to direct mail promotions.

         Print  Publications  list rental and other  revenues for the year ended
December 31, 1999 increased approximately 10%, to approximately $1.5 million, as
compared to approximately  $1.4 million 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 approximately 11%, to approximately $26.2 million as
compared to  approximately  $23.5 million 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.

         Editorial,  production  and  distribution  expenses  for the year ended
December 31, 1999 increased approximately 3%, to approximately $11.8 million, as
compared to approximately  $11.4 million in 1998. Online Services production and
editorial expenses  increased  approximately 30%, to approximately $2.8 million,
as compared to  approximately  $2.2  million 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  approximately  3%, to  approximately  $9.0
million,  as compared  to  approximately  $9.3  million 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 approximately  15%, to approximately  $7.8 million,  as compared to
approximately  $6.8  million in 1998.  Online  Services  promotion  and  selling
expenses for the year ended December 31, 1999 increased by approximately 16%, to
approximately  $1.2 million,  as compared to approximately $1.0 million 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, 1999 increased by approximately 15%, to
approximately  $6.7 million,  as compared to approximately $5.8 million 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 approximately 7%, to approximately  $5.3 million,  as compared
to  approximately  $5.0  million 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 $0.7  million  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 approximately  63%, to approximately  $0.5 million as compared
to  approximately  $0.3  million  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  approximately  $4.3  million,  as compared to  approximately  $0.2
million in 1998. This is primarily due to realized gains on sales of investments
in 1999 of approximately $4.1 million, as compared to approximately $0.1 million
in 1998. The gains primarily related to Wit Capital Group,  Inc.  (approximately
$2.8  million),  which  was  obtained  as  part  of  an   equity-for-advertising
arrangement in June 1997 and Kirlin Holding Corp.  (approximately  $0.9 million)
which was obtained in  conjunction  with an  equity-for-advertising  transaction
involving a Kirlin subsidiary, VentureHighway.com Inc.

         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  approximately  $0.8
million 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
approximately 51%, to approximately  $4.2 million,  as compared to a net loss of
approximately  $8.6 million  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
approximately $1.09 in 1998.

         Liquidity and Capital Resources

         As of December  31,  2000,  the  Company had cash and cash  equivalents
totaling  approximately  $4.7 million and working capital of approximately  $2.6
million.  During 2000, the Company received cash proceeds, net of cash expenses,
of approximately  $6.6 million from the sale of certain assets and approximately
$0.1  million  in cash from the  exercises  of stock  options.  Net cash used in
operating  activities during 2000 was approximately $7.7 million.  The Company's
cash and cash equivalents  balance of approximately $4.7 million at December 31,
2000 represented a decrease of approximately  $1.7 million from the December 31,
1999 balance.

         In August  2000,  the  Company  arranged a line of credit  whereby  the
Company may borrow  principal  amounts up to $2.0 million  secured by certain of
its  assets.  Availability  under  the  facility  is  based  on a  formula  of a
percentage of eligible  accounts  receivable and provides for interest on direct
borrowings  at an annual  rate  equal to prime  plus 1.5% plus fees based on the
amount of the invoices financed.  The term of the line of credit is for a period
of two years, subject to certain termination provisions.  Total funding pursuant
to this line of credit at December 31, 2000 was approximately $0.6 million.

         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  and, as noted above,  the
Company  recently  has  implemented  changes  intended to  substantially  reduce
certain  operating  and  general  and  administrative   expenses.   The  Company
anticipates  quarterly  losses  to  continue  into  2001.  Profitability  may be
achieved in future  periods only if the Company can  substantially  increase its
revenues  and/or  realize  capital gains on  investments  or the sale of certain
assets while controlling  increases in expenses.  There can be no assurance that
revenues will be substantially increased,  that additional capital gains will be
realized on investments (instead capital losses in fact may be realized) or that
certain  assets will be sold, or that  expenses can be  adequately  decreased to
enable the Company to attain profitability.

         The Company's  visibility with respect to advertising  revenues in 2001
is poor at the time this  report is filed.  After  three  quarters of growth (as
compared to the applicable prior year period) in advertising, a sudden and sharp
decline (as compared to the applicable  prior year period) in advertising  began
in the fourth  quarter of 2000 and has continued into the first quarter of 2001.
This  slowdown  could be followed by an equally  sudden and sharp  rebound or by
continued weakness. The Company also is not able to predict the magnitude of the
licensing  revenues,  if any,  that it  might  obtain  in  connection  with  the
Company's license of the America's Fastest Growing Companies(TM) Index to Nuveen
Investments   and  the   American   Stock   Exchange  for  the  creation  of  an
exchange-traded  fund to be  sponsored  by Nuveen and based  upon the  America's
Fastest Growing  Companies(TM)  Index. The licensing revenue,  which the Company
would be owed quarterly once the  exchange-traded  fund based upon the America's
Fastest Growing  Companies(TM)  Index began trading,  would be almost 100% gross
margin as the Company would have  essentially  no marginal  expenses  associated
with such  revenues.  As noted above,  Nuveen is working to obtain the necessary
regulatory  approval to  commence  trading of such an  exchange-traded  fund but
there can be no  assurance  that  Nuveen will  obtain the  necessary  regulatory
approval  or that the  exchange-traded  fund  based upon the  America's  Fastest
Growing  Companies(TM) Index will commence trading.  There also can no assurance
that,  if it does  commence  trading,  the  exchange-traded  fund based upon the
America's Fastest Growing  Companies(TM)  Index will prove to be popular or that
the Company  will receive any  material  amount of revenues  with respect to the
licenses described in this paragraph.  In the event that advertising revenues do
not rebound and the Company  generates little or no revenues with respect to the
license of the America's Fastest Growing  Companies(TM) index, the Company would
need to raise additional capital through the sale of assets and/or securities.

         During the second  quarter of 2000,  the Company  retained  The Jordan,
Edmiston Group, Inc., the media investment bank, to explore a range of strategic
alternatives to enhance  shareholder  value,  including the possible sale of the
Company.  The Company  during the quarter ended  September 30, 2000 entered into
three separate  agreements  with  unrelated  third parties which resulted in net
gains on the sale of assets of  approximately  $6.7 million and which  generated
net cash proceeds of approximately $6.6 million. In connection with one of these
agreements,  the Company also issued a warrant to purchase 250,000 shares of the
Company's Common Stock at an exercise price of $2.00 per share.

         The Company  believes  that its  working  capital  and,  if  additional
resources were  necessary,  the value it believes it could realize from the sale
of assets  and/or  securities  of the Company,  should be sufficient to fund its
operations and capital  requirements through 2001. The Company is continuing its
exploration of strategic alternatives, including exploring sources of additional
financing and/or sale of assets. There can be no assurance,  however,  that this
process will result in the Company entering into any additional  transactions or
enhancing  shareholder  value. In the event that the Company is unable to attain
profitability prior to exhausting its existing resources, the Company would need
to obtain additional financing or sell certain of its assets in order to sustain
operations.  Although the Company believes it could obtain additional  financing
or sell assets if necessary to sustain operation, no assurance can be given that
the  Company  in fact  would  be able to  obtain  additional  financing  or sell
additional  assets,  or as to the terms upon which the Company  could do so. Any
additional  financing  could  result in  substantial  dilution of an  investor's
equity investment in the Company.

Recent Accounting Pronouncement

         Statement  of  Financial  Accounting  Standards  No. 133 ("SFAS  133"),
"Accounting for Derivative Instruments and Hedging Activities," is effective for
fiscal years beginning  after June 15, 2000.  SFAS 133, as amended,  establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts,  and for hedging activities.
Under SFAS 133, certain contracts that were not formally considered  derivatives
may now meet the  definition  of a  derivative.  The Company will adopt SFAS 133
effective  January 1, 2001.  Management does not expect the adoption of SFAS 133
to have a significant impact on the financial  position,  results of operations,
or cash flows of the Company.


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

         Not applicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                
  Independent Auditors' Report                                                  

  Consolidated Balance Sheets as of December 31, 2000 and 1999                  

  Consolidated Statements of Operations for the Years Ended December 31, 2000, 
  1999, and 1998
                                                                                

  Consolidated Statements of Stockholders' Equity for the Years Ended December 
  31, 2000, 1999, and 1998                                                      

  Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 
  1999, and 1998
                                                                                


  Notes to Consolidated Financial Statements                                    


<PAGE>





INDEPENDENT AUDITORS' REPORT

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

We have  audited the  accompanying  consolidated  balance  sheets of  Individual
Investor  Group,  Inc. and its  subsidiaries  (the "Company") as of December 31,
2000  and  1999,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity, and cash flows for each of the three years ended December
31, 2000.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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,  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,  2000 and 1999,  and the results of their
operations  and their cash flows for each of the three years ended  December 31,
2000 in conformity with accounting  principles  generally accepted in the United
States of America.

DELOITTE & TOUCHE LLP
New York, New York

March 27, 2001





<PAGE>


               INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                            December 31,        
                                                      --------------------------
                   ASSETS                               2000           1999
                                                      -----------   ------------

Current assets:                                     

     Cash and cash equivalents                        $ 4,694,476   $ 6,437,542
     Accounts receivable (net of allowances of  
       $552,609 in 2000 and $419,048 in 1999)           1,754,200     3,019,710
     Investment in discontinued operations (Note 4)        49,302        49,302
     Prepaid expenses and other current assets          1,036,996       864,851
                                                      -----------   ------------
                   Total current assets                 7,534,974    10,371,405
                                                      -----------   ------------
Investments(Notes 1 and 2)                              2,678,546     2,638,356
Deferred subscription expense                             337,245       383,624
Property and equipment - net (Note 5)                   1,479,105     1,653,659
Security deposits                                         375,580       374,527
Other assets                                              300,810       836,396
                                                      -----------   ------------
                   Total assets                       $12,706,260   $16,257,967
                                                      ===========   ============
            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

     Accounts payable                                 $ 2,534,027   $ 3,024,395
     Accrued expenses (Note 6)                            462,800       716,670
     Deferred advertising revenue                       1,987,067     1,467,210
                                                      -----------   ------------
          Total current liabilities                     4,983,894     5,208,275
                                                      -----------   ------------
Deferred advertising revenue                              532,653       938,164
Deferred subscription revenue                           2,607,407     2,448,591
                                                      -----------   ------------
          Total liabilities                             8,123,954     8,595,030
                                                      -----------   ------------
Commitments and contingencies (Note 7)

Stockholders' Equity: (Note 10)

     Preferred stock, $.01 par value, authorized 
       2,000,000 shares, 7,880 issued and outstanding 
       in 2000 and  10,000 issued and outstanding in 1999      79           100
     Common stock, $.01 par value; authorized 40,000,000
       shares, 8,972,886, issued and outstanding in 2000;
       10,353,901 issued and outstanding in 1999           89,729       103,539
     Additional paid-in capital                        33,576,719    33,421,542
     Warrants                                             872,052       742,079
     Deferred compensation                                (29,490)     (272,038)
     Accumulated deficit                              (29,926,783)  (26,332,285)
                                                      -----------   ------------
          Total stockholders' equity                    4,582,306     7,662,937
                                                      -----------   ------------
          Total liabilities and stockholders' equity  $12,706,260   $16,257,967
                                                      ===========   ============

See Notes to Consolidated Financial Statements


<PAGE>

                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                            Year Ended December 31,

                                         2000          1999            1998
                                    -------------   ------------   -------------
Revenues:
   Online Services                  $  3,188,022    $ 2,308,186    $  1,136,032
   Print Publications                  6,590,782     15,362,615      14,334,074
                                    -------------   ------------   -------------
     Total revenues                   19,778,804     17,670,801      15,470,106
                                    -------------   ------------   -------------
Operating expenses:

   Editorial, production
       and distribution               12,683,600     11,797,411      11,429,496
   Promotion and selling               8,683,141      7,834,513       6,789,974
   General and administrative          5,494,521      5,291,648       4,964,069
   Corporate advertising                 -              725,867         -
   Depreciation and amortization         557,802        523,715         321,280
                                    -------------   ------------   -------------
   Total operating expenses           27,419,064     26,173,154      23,504,819
                                    -------------   ------------   -------------
Gain on sale of assets                 6,702,219         -              -
                                    -------------   ------------   -------------
Impairment of investment              (2,638,356)        -              -
                                    -------------   ------------   -------------
Operating loss from continuing 
 operations                           (3,576,397)    (8,502,353)     (8,034,713)

Investment and other income 
   (Note 2)                              170,608      4,309,650         224,213
                                    -------------   ------------   -------------
Net loss from continuing operations   (3,405,789)    (4,192,703)     (7,810,500)
                                    -------------   ------------   -------------
Discontinued operations (Note 3)
  (Loss) income from discontinued                      
   operations                            -              -              (189,629)
  (Loss) on disposal of discontinued 
    operations                           -              -              (591,741)
                                    -------------   ------------   -------------
(Loss) income from discontinued 
    operation  -                         -              -              (781,370)
                                    -------------   ------------   -------------
Net loss                             $(3,405,789)   $(4,192,703)   $ (8,591,870)
                                    =============   ============   =============
Basic and dilutive (loss) income per 
   common share:                         
Continuing operations                     ($0.34)        ($0.47)         ($0.99)
Discontinued operations                  -              -                 (0.10)
                                    -------------   ------------   -------------
                                          ($0.34)        ($0.47)         ($1.09)
Net loss per share                  =============   ============   =============

Average number of common shares used                
   in computing basic and dilutive 
   (loss) income per common share     10,439,887      9,336,679       7,876,509


See Notes to Consolidated  Financial Statements


<PAGE>
              INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

 
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                                                                                 
<S>                                            <C>        <C>     <C>          <C>       <C>              <C>       <C>             
                                                                                                                                  
                                               Preferred  Stock      Common Stock        Additional                               
                                                Shares     Par      Shares        Par     Paid-in                     Deferred    
                                                Issued    Value     Issued       Value    Capital         Warrants  Compensation  

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    ($274,206)  

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

Amortization of deferred compensation           -         -         -             -         -                -            2,168   

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     (272,038)  
Exercise of options - net                       -         -           87,118        871       110,745        -          -         

Stock option and warrant transactions           -         -         -             -         -              129,973      127,068     

Conversion of preferred to common stock        (2,120)       21      200,000      2,000        (1,979)       -          -         

Amortization of deferred compensation           -         -         -             -         -                -          263,137   

Issuance of common stock                        -         -          113,000      1,130       188,902        -         (147,657)  

Net loss                                        -         -                                                                       
                                                                    -        -         -          -          -          -
Preferred stock dividends                       -         -                                                              

Repurchase common stock                         -         -       (1,781,133)   (17,811)     (142,491)                            
                                                                                                                                  
Comprehensive loss                              -         -         -        -         -          -          -          -       
                                                                                                                                  
__________________________________________________________________________________________________________________________________  

Balance, December 31, 2000                      7,880       $79    8,972,886   $ 89,729  $ 33,576,719     $872,0520    $(29,490) 
==================================================================================================================================
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

                                           
                                                                Accumulated                                                      
                                                                   Other                                                          
                                                  Accumulated  Comprehensive   Comprehensive                                      
                                                  Deficit      Income (Loss)       Loss            Total                          




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                 -            -               -                 14,005                         
                                                                                                                               
Issuances of common stock for services rendered       -            -               -                116,314                       
                                                                                                                               
Amortization of deferred compensation                 -            -               -                  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             -             66,493          66,493 (a)       66,493                       
 income-(loss)                                                             
                                                                           
Comprehensive loss                                    -                        $(4,126,210)         -
____________________________________________________________________________________________________________                        
                                                              
Balance, December 31, 1999                       (26,332,285)      -               -              7,662,937                         
Exercise of options - net                            -             -               -                111,616                         
                                                                                                                                  
Stock option and warrant transactions                -             -               -                257,041                       
                                                                                                                               
Conversion of preferred to common stock              -             -               -                -                             
                                                                                                                               
Amortization of deferred compensation                                              -                263,137                       
                                                                                                                               
Issuance of common stock                                                           -                 42,375                        
                                                                                                                                    
Net loss                                          (3,405,789)      -           $(3,405,789)      (3,405,789)                      
                                                                                                                               
Preferred stock dividends                           (188,709)      -               -               (188,709)                      
                                                                                                                               
Repurchase common stock                              -                                                                          
                                                                                                   (160,302)                      
Comprehensive loss                                                             -------------                                      
                                                     -             -           $(3,405,789)         -                             
                                                                               =============                 
____________________________________________________________________________________________________________
                                                                         
Balance, December 31, 2000                      $(29,926,783)      -               -            $ 4,582,306  
============================================================================================================                      
(a) Disclosure of change in accumulated other comprehensive income (loss): 

                                                       1998           1999 
                                                       ----           ----                                                          
Unrealized holding (loss) gain arising during period    $959      $4,210,889            
Less: Reclassification adjustment for gain                                                            
              recognized in net loss                 (67,459)      4,144,396
                                                     --------     ----------
                                                    ($66,493)        $66,493             
                                                    =========     ==========                        
</TABLE>

                                                                            
                                                                            
See Notes to Consolidated Financial Statements                          



                  INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

<TABLE>

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                              Year Ended December 31,              
                                                  -------------   -------------------------------
                                                      2000            1999             1998
                                                      ----            ----             ----
<S>                                               <C>             <C>              <C>    

Cash flows from operating activities:

Net loss                                          $ (3,405,789)    $ (4,192,703)    $ (8,591,870)
Less:
     (Loss) income from discontinued operations        -               -                (781,370)
                                                  -------------   --------------   --------------
     Loss from continuing operations                (3,405,789)      (4,192,703)      (7,810,500)
Reconciliation of net loss to net cash used in 
operating activities:
     Gain on sale of assets                         (6,702,219)         -                -
     Impairment of investment                        2,638,356          -                -
     Depreciation and amortization                     557,802          523,715          321,280
     Stock option and warrant transactions             295,888          350,877          159,909
     Loss on sale of equipment                         -               -                   2,671
     Gain on sale of investments                       -             (4,144,396)         (67,452)
     Changes in operating assets and liabilities:
       (Increase) decrease in:
         Accounts receivable                           626,858         (663,584)         637,173
         Prepaid expenses and other current assets    (275,302)        (214,150)         (14,980)
         Security deposits                              (1,053)          95,100         (334,710)
         Other assets                                  343,078           50,779          (39,817)
         Deferred subscription expense                  46,379          192,613         (149,411)
      Increase (decrease) in:
         Accounts payable and accrued expenses        (543,703)       1,029,413         (185,837)
         Deferred advertising revenue               (2,075,403)        (371,079)        (205,153)
         Deferred subscription revenue                 158,816          202,169         (414,707)
                                                  -------------   --------------   --------------
     Net cash used in operating activities          (8,336,292)      (7,141,246)      (8,101,534)
                                                  -------------   --------------   --------------
Cash flows from investing activities:

Purchase of property and equipment                    (393,850)      (1,568,403)        (353,713)
Proceeds from sale of equipment                        -               -                   3,652
Net proceeds from sale of assets                     6,585,819         -                -
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
                                                  -------------   --------------   --------------
     Net cash provided by investing activities       6,191,969        3,752,798        1,922,346
                                                  -------------   --------------   --------------
Cash flows from financing activities:

Proceeds from exercise of stock options                111,616        2,290,390          398,153
Receivables financing                                  638,652         -                -
Purchase of Common stock                              (160,302)        -                -
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
Preferred stock dividends                             (188,709)        (216,987)        -
                                                  -------------   --------------   --------------
     Net cash provided by financing activities         401,257        5,073,403        7,398,153
                                                  -------------   --------------   --------------
Net increase in cash and cash equivalents           (1,743,066)       1,684,955        1,218,965
Cash and cash equivalents, beginning of period       6,437,542        4,752,587        3,533,622
                                                  -------------   --------------   --------------
Cash and cash equivalents, end of period          $  4,694,476    $   6,437,542    $   4,752,587
                                                  =============   ==============   ==============
See Notes to Consolidated  Financial Statements


</TABLE>


<PAGE>




                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:  Print  Publications  and Online  Services.  The
Company's Print Publications  segment publishes and markets Individual Investor,
a personal  finance and investment  magazine and Individual  Investor's  Special
Situations  Report, a financial  investment  newsletter.  Between  approximately
October 1996 and September 2000, the Company's Print  Publications  segment also
included Ticker, a magazine for investment  professionals.  The Company's Online
Services segment includes  individualinvestor.com  (www.individualinvestor.com).
Between  approximately  November 1998 and September  2000, the Company's  Online
Services  segment also included  InsiderTrader.com  (www.InsiderTrader.com).  In
September  2000, the Company sold  InsiderTrader.com  and Ticker magazine to two
different  parties  in two  unrelated  transactions  (see Note 3).  The  Company
contracts with unaffiliated suppliers for paper, printing, binding, subscription
fulfillment,  newsstand  distribution  and  list  management.  See  Note  13 for
additional information regarding the Company's business segments and operations.

         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  and, as noted above,  the
Company  recently  has  implemented  changes  intended to  substantially  reduce
certain  operating  and  general  and  administrative   expenses.   The  Company
anticipates  quarterly  losses  to  continue  into  2001.  Profitability  may be
achieved in future  periods only if the Company can  substantially  increase its
revenues  and/or  realize  capital gains on  investments  or the sale of certain
assets while controlling  increases in expenses.  There can be no assurance that
revenues will be substantially increased,  that additional capital gains will be
realized on  investments  (instead,  capital  losses in fact may be realized) or
that certain  assets will be sold, or that expenses can be adequately  decreased
to enable the Company to attain profitability.

         The Company  believes  that its  working  capital  and,  if  additional
resources were  necessary,  the value it believes it could realize from the sale
of assets  and/or  securities  of the Company,  should be sufficient to fund its
operations and capital  requirements through 2001. The Company is continuing its
exploration of strategic alternatives, including exploring sources of additional
financing and/or sale of assets. There can be no assurance,  however,  that this
process will result in the Company entering into any additional  transactions or
enhancing  shareholder  value. In the event that the Company is unable to attain
profitability prior to exhausting its existing resources, the Company would need
to obtain additional financing or sell certain of its assets in order to sustain
operations.  Although the Company believes it could obtain additional  financing
or sell assets if necessary  to sustain  operations,  no assurance  can be given
that the Company in fact would be able to obtain  additional  financing  or sell
additional  assets,  or as to the terms upon which the Company  could do so. Any
additional  financing  could  result in  substantial  dilution of an  investor's
equity investment in the Company.

         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.  I.I.  Strategic  Consultants,  Inc. and  Advanced  Marketing
Ventures, Inc.

         Revenue  Recognition - Print  Publications  advertising and circulation
revenues are recognized,  net of agency  commissions  and estimated  returns and
allowances,  when publications are issued. 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. Deferred subscription revenue, net of agency commissions, is recorded
when subscription orders are received. List rental income is recognized,  net of
agency    commissions,    when   a   list    is    provided.    Revenues    from
equity-for-advertising  transactions  are recognized  during the period in which
the advertisements are run.

         The Company, during the third quarter ended September 30, 2000, adopted
the accounting  treatment of EITF 99-19,  Reporting Revenue Gross as a Principal
versus Net as an Agent with respect to revenues  recognized  from list  rentals.
This change  required an increase  to Online  Services  revenues  for year ended
December 31, 1999 and 1998 of approximately $4,000 and $0, respectively, with an
equal  increase  to  promotion  and  selling  expenses  and an increase to Print
Publications  revenues  for  the  year  ended  December  31,  1999  and  1998 of
approximately  $162,000 and $122,000,  respectively,  with an equal  increase to
promotion and selling  expenses.  This change had no impact on reported net loss
for the years ended December 31, 1999 and 1998.

         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    -   Investment    represents    equity    positions   in
VentureHighway.com Inc., Pricing Dynamics, Inc. (previously  ReverseAuction.com,
Inc.)  and  Tradeworx,  Inc.  There is  currently  no  public  market  for these
securities,  and each investment is recorded at its historical cost unless there
is an other than temporary  decline in its value.  In the event that the Company
concludes that there is an other than a temporary  decline in the recorded value
of an investment,  the investment  will be written down to estimated fair market
value.

         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, pro forma disclosures regarding the fair value of stock
options  granted in 2000,  1999,  and 1998 and  estimated  fair market  value of
investment  securities for which no public market  exists.  Actual results could
differ materially from those estimates.

         Recent  Accounting  Pronouncement  -Statement  of Financial  Accounting
Standards No. 133 ("SFAS  133"),  "Accounting  for  Derivative  Instruments  and
Hedging  Activities,"  is effective  for fiscal years  beginning  after June 15,
2000. SFAS 133, as amended,  establishes  accounting and reporting standards for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts,  and for hedging activities.  Under SFAS 133, certain contracts
that were not formally  considered  derivatives may now meet the definition of a
derivative.  The  Company  will  adopt  SFAS  133  effective  January  1,  2001.
Management does not expect the adoption of SFAS 133 to have a significant impact
on the financial position, results of operations, or cash flows of the Company.

2.       INVESTMENTS

         Gains on Sale of Investments

         Net realized  gains on the sales of investments  totaled  approximately
$4.1  million for the year ended  December 31,  1999.  There were no  comparable
gains in the years ended December 31, 2000 and 1998, 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
approximately $1.7 million,  producing a net realized gain of approximately $0.9
million.

         In 1997, the Company acquired 250,000 shares of Wit Capital Group, Inc.
Series A  Preferred  Stock in an  equity-for-advertising  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  initial  public  offering on June 4, 1999.  The shares were sold
during  December  1999 for net cash  proceeds  of  approximately  $3.1  million,
producing a net realized gain of approximately $2.8 million.

         Other Investments

         On May 4, 2000, the Company and Tradeworx,  Inc.  ("Tradeworx") entered
into an agreement  pursuant to which the Company acquired 1,045,000 newly issued
shares of common stock of Tradeworx,  representing  at the time a 7% stake (with
warrants to acquire up to 10.5%),  on a fully diluted basis,  of Tradeworx.  The
purchase  price  was paid for in the form of a credit  for  Tradeworx  to use to
purchase  advertising  in the  Company's  magazines  and websites  during the 24
months  ending  August 1, 2002.  The  investment  and the  deferred  advertising
revenues were  recorded at the fair market value at the date of the  transaction
of  approximately  $1.1 million.  The Company was informed that in January 2001,
Tradeworx  completed a capital  raise  pursuant to which  Tradeworx  raised $3.0
million  cash,  selling  1,181,102  shares at a price of $2.54 per share (a 134%
premium to the value at which the shares are recorded on the Company's books).

         Tradeworx is in the  business of  developing  proprietary  software and
other financial  analytical  tools that provide online  investment  analysis and
investment decision support platforms for retail and institutional investors and
brokerage  firms.  There currently is no public market for Tradeworx  securities
and there is no  assurance  that the  Company  will  realize  any value (and the
Company in fact may realize a loss) with respect to its investment in Tradeworx.

         On February 23, 2000, the Company and Pricing  Dynamics entered into an
agreement pursuant to which the Company acquired 1,166,667  newly-issued  shares
of common stock of Pricing Dynamics, representing at the time a 3.3% stake (on a
fully-diluted   basis)   of   Pricing   Dynamics   (constituting   7.4%  of  the
then-outstanding  shares).  The purchase  price was paid in the form of a credit
for Pricing Dynamics to use to purchase  advertising in the Company's  magazines
and web sites during the 21 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 approximately $1.5 million.

         Pricing Dynamics provides e-commerce tools and dynamic pricing software
for the business-to-  business,  business-to-consumer  and  consumer-to-consumer
markets. There currently is no public market for Pricing Dynamics securities and
there is no  assurance  that the Company will realize any value (and the Company
may in fact realize a loss) with respect to its investment in Pricing Dynamics.

         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  3,308,688  newly  issued  shares  (adjusted  to  reflect
subsequent stock splits) 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  approximately  $2.6
million.  In December 1999,  VentureHighway  raised $7.65 million cash,  selling
4,284,000  shares  at a price of  approximately  $1.79 per  share  (adjusted  to
reflect a subsequent stock split).

         VentureHighway owns and operated 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. In April 2000, VentureHighway acquired Princeton Securities,  Inc., a
retail-oriented  broker-dealer based in Princeton, New Jersey. In December 2000,
VentureHighway  suspended  the  operations of its web site while it is exploring
strategic alternatives. During the fourth quarter 2000, the Company became aware
of an  other  than  temporary  decline  in  the  value  of its  Venture  Highway
investment  and  adjusted the carrying  value to  estimated  fair market  value.
Accordingly,   the  Company  has  taken  a  charge  to  operating   earnings  of
approximately $2.6 million.

 3.      SALE OF ASSETS

         In August 2000,  the Company  agreed to sell two Internet  domain names
for cash consideration of $1.0 million. In connection with the sale, the Company
also issued a warrant to purchase  250,000 shares of the Company's  Common Stock
at an exercise price of $2.00 per share and  relinquished  the right to have its
Common Stock trade under the ticker symbol "INDI" on the Nasdaq  National Market
(the Company began trading under the ticker symbol "IIGP" in October 2000).  The
fair market value of the issued  warrant was  approximately  $257,000  (see Note
10).

         In  September  2000,  the Company sold  certain  assets  related to the
business of InsiderTrader.com  for cash consideration of approximately  $500,000
and the assumption of certain liabilities.

         In September  2000,  the Company sold certain  assets related to Ticker
magazine  for  cash  consideration  of  approximately  $6.0  million,   less  an
adjustment  for certain  current  assets and  liabilities  and the assumption of
certain liabilities.

         Realized  gain on the sale of assets  for the year ended  December  31,
2000,  represented by these three separate  transactions was approximately  $6.7
million.

4.       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  in  1998  through  April  30,  1998  were   approximately
($140,000).  The result for such operations in 1998 through April 30, 1998 was a
net loss of approximately $190,000.

         On April 30, 1998,  the Company  recorded a provision of  approximately
$446,000  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   approximately   $145,000.
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, 2000,  the domestic  investment  fund had net assets of
approximately  $534,000. The Company's net investment in discontinued operations
of $49,302 at December 31, 2000 and 1999, represents its share of the net assets
of the domestic  investment fund, less any costs  associated with  discontinuing
the investment management services.

5.       PROPERTY AND EQUIPMENT

                                                             December 31,
                                                       2000             1999
                                                       ----             ----
           Equipment                                $1,769,307       $1,432,511
           Furniture and fixtures                      621,195          612,857
           Leasehold improvements                      917,050          897,999
                                                    -----------      -----------
                                                     3,307,552        2,943,367
           Less: accumulated depreciation 
               and amortization                     (1,828,447)      (1,289,708)
                                                    -----------      -----------
                                                    $1,479,105       $1,653,659
                                                    ===========      ===========

6.       ACCRUED EXPENSES

                                                             December 31,
                                                        2000            1999
                                                        ----            ----
           Accrued commissions and 
             employee compensation                    $175,697         $340,129
           Deferred rent credits                        28,288           46,923
           Accrued newsstand promotion expenses         97,481          147,842
           Accrued professional fees                   111,001          127,271
           Other                                        50,333           54,505
                                                    -----------      -----------
                                                      $462,800         $716,670
                                                    ===========      ===========

7.       COMMITMENTS AND CONTINGENCIES

         Litigation  -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.

         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 2000, 1999, and 1998.

         Employment Agreements - The Company has an employment agreement with an
officer that contains a provision  regarding a potential severance payment in an
amount that would not currently be material to the Company.

         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  and  Chicago  for use by  advertising  sale  representatives  located
therein.  Rent expense for the years ended December 31, 2000,  1999 and 1998 was
approximately  $1.2  million $1.0  million and $0.6  million.  The New York City
leases 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
                ----          ------------------------------------
                2001               $1,201,000             $190,000
                2002                1,203,000              195,000
                2003                1,209,000              200,000
                2004                  465,000              205,000
                2005                   36,000               22,000
                Thereafter                  0                    0
                                   ----------             --------
               Total               $4,115,000             $812,000
                                   ==========             ========

         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. In March 2001, the Company was in discussions  concerning an agreement to
sublet  approximately  17,000 square feet of its New York City corporate  office
space,  for the period May 1, 2001 through March 31, 2004, at a rental amount in
excess  of  its  current  cost.  There  can  be no  assurance,  however,  that a
definitive  sublease  agreement  upon such  terms will be  executed  or that the
Company  otherwise  will  be able to  sublet  a  portion  of its New  York  City
corporate office space.

8.       INCOME TAXES

         The Company has  available  net operating  loss  carryforwards  ("NOL")
totaling  approximately $23.2 million.  Based upon a change of ownership,  which
transpired in December 1991, the  utilization of  approximately  $2.1 million of
pre-change  NOL are  limited in  accordance  with  Section  382 of the  Internal
Revenue Code,  which affects the amount and timing of when the NOL can be offset
against  taxable  income.  The  Company  also  has an  unrealized  tax  loss  of
approximately  $2.6  million  related to the  impairment  of its  investment  in
VentureHighway.com  (see Note 2). 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, 2000, 1999 and 1998,
respectively, are presented below:

                                              2000         1999          1998
                                              ----         ----          ----
      Deferred tax assets:
         Net operating loss carryforwards  $10,426,000  $10,360,000   $8,078,000
         Unrealized tax loss                 1,187,000      -            -
         Tax in excess of book basis
            of investment in fund               71,000       77,000      996,000
         Other                                 498,000      260,000      296,000
                                           -----------  -----------   ----------
         Total                              12,182,000   10,697,000    9,370,000
      Deferred tax liabilities:                -            -            -
                                           -----------  -----------   ----------
                                            12,182,000   10,697,000    9,370,000
      Less: valuation allowance             12,182,000   10,697,000    9,370,000
                                           -----------  ------------  ----------
      Net deferred tax asset               $   -        $   -         $  -
                                           ============ ============  ==========

         The provision for income taxes from continuing operations for the years
ended  December 31, 2000,  1999 and 1998,  respectively,  is different  than the
amount computed using the applicable  statutory Federal income tax rate with the
difference summarized below:


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

                                                2000         1999         1998
                                                ----         ----         ----
      Hypothetical income tax benefit
         at the US Federal statutory rate    $(1,192,000)  $(1,467,400)  $2,733,700)
      State and local income taxes benefit,
         less US Federal income tax benefit     (341,000)     (434,800)    (809,900)
      Permanent differences                       48,000      -            -
      Unrealized tax loss                      1,187,000      -            -
      Net operating loss benefit not 
         recognized                              298,000     1,902,200    3,543,600
                                             ------------  -----------   -----------
                                             $   -         $   -         $  -
                                             =============  ============ ===========
</TABLE>


9.       STOCK OPTIONS

         The Company has five stock  option  plans:  the 1991 Stock Option Plan,
the  1993  Stock  Option  Plan,  the  1996  Performance  Equity  Plan,  the 1996
Management  Incentive Plan and the 2000 Performance  Equity Plan  (collectively,
the  "Plans").  Under the Plans,  the Company  can issue a maximum of  3,200,000
shares of Common Stock pursuant to stock options and other  stock-based  awards.
Options issued pursuant to the Plans may be 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. The 2000  Performance  Equity Plan, which provides for the
issuance of up to 1,000,000 shares of Common Stock pursuant to stock options and
other  stock-based  awards,  was adopted by the Company's  board of directors in
February 2000 subject to stockholder  approval and was approved by the Company's
stockholders in June 2000.

         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, other than 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>
<CAPTION>
<S>                                 <C>          <C>         <C>           <C>          <C>           <C>

                                             2000                       1999                        1998
                                             ----                       ----                        ----
                                                 Weighted                  Weighted                   Weighted
                                                  Average                   Average                    Average
                                                 Exercise                  Exercise                   Exercise
                                     Options        Price      Options        Price       Options        Price
                                    --------------------------------------------------------------------------
Options outstanding,
   January 1                        1,359,601      $2.57      1,663,585      $2.44       1,473,051       $6.29
Granted                               905,909      $2.93        305,405      $3.79       1,646,301       $2.06
Exercised                            (112,618)     $0.99       (489,856)     $3.00         (33,438)      $4.72
Canceled                             (861,849)     $2.67       (119,533)     $2.07      (1,422,329)      $5.93
                                    ----------   --------    -----------   --------     -----------   --------
Balance, December 31                1,291,043      $2.90      1,359,601      $2.57       1,663,585       $2.44
                                    ==========   ========    ===========   ========     ===========   ========  
</TABLE>

                                
 
         Options  exercisable  under the Plans at December  31,  2000,  1999 and
1998,  respectively,  were  568,527,  578,637,  and  396,285,  respectively,  at
weighted average exercise prices of $3.32,  $2.83, and $4.99,  respectively.  At
December 31, 2000,  1999 and 1998,  respectively,  options  available  for grant
under the Plans were 1,138,502, 182,562, and 368,434, respectively,  while total
shares of Common  Stock  reserved  for  future  issuances  under the Plans  were
2,429,545, 1,542,163, and 2,032,019, respectively.

         Options granted outside of the Plans are as follows:

<TABLE>                                                                         
<CAPTION>                                                                                                     
<S>                                 <C>          <C>         <C>           <C>          <C>           <C>     
                                                                                                              
                                             2000                       1999                        1998      
                                         
                                    --------------------------------------------------------------------------
Options outstanding,
   January 1                        2,495,900      $2.63      1,961,913      $2.59       1,560,496      $5.27
Granted                                     -        -          803,750      $3.17       1,422,500      $1.46
Exercised                                    -       -         (225,763)     $4.15         (51,500)     $4.74
Canceled                             (837,750)     $2.42        (44,000)     $2.89        (969,583)     $5.12
                                    ----------   --------    -----------   --------     -----------   --------
Balance, December 31                1,658,150      $2.73      2,495,900      $2.63       1,961,913      $2.59
                                    ==========   ========    ===========   ========     ===========   ========
</TABLE>


         Options granted outside the Plans that were exercisable at December 31,
2000,  1999 and 1998,  respectively,  were  1,465,566,  1,291,775,  and 639,413,
respectively,  at weighted average  exercise prices of $2.72,  $2.71, and $4.94,
respectively.

         The following table  summarizes  information  about total stock options
outstanding at December 31, 2000:

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


                                    Options Outstanding                                       Options Exercisable                
         -------------------------------------------------------------------------     ------------------------------------
                              Number        Weighted-Average                               Number
    Range of Exercise    Outstanding at         Remaining         Weighted-Average     Exercisable at      Weighted-Average
        Prices             12/31/2000      Contractual Life       Exercise Price        12/31/2000         Exercise Price
        ------             ----------      ----------------       --------------        ----------         --------------
        $0.4375- $1.250    1,211,600             5.69                 $1.12               903,350               $1.24
        $1.375 - $3.375      762,500             5.91                 $2.45               494,750               $2.25
        $3.4375- $8.125      975,093             4.71                 $5.19               635,993               $5.71
                           ----------                                                   ---------                    
                           2,949,193             5.42                 $2.81             2,034,093               $2.88
                           ==========                                                   ==========              
</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 2000, 1999, and 1998, respectively:  risk-free
interest rates of 6.5%, 5.8%, and 4.7%, respectively;  volatility factors of the
expected  market  price of the  Company's  Common Stock of 87%,  132%,  and 99%,
respectively;  weighted-average  fair value of options granted of $2.41,  $2.97,
and $1.10, 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>
<CAPTION>
         <S>                                      <C>               <C>               <C> 
                                                     2000              1999              1998
                                                     ----              ----              ----
         Net loss from continuing operations:

             As reported                          ($3,405,789)      ($4,192,703)     ($7,810,500)
             Pro forma                            ($3,870,259)      ($5,675,620)     ($8,937,005)
         Loss from continuing operations per 
            weighted average common share:

             As reported                               ($0.34)           ($0.47)           ($0.99)
             Pro forma                                 ($0.39)           ($0.63)           ($1.13)
</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.

         On July 19, 2000, the Stock Option Committee, pursuant to the Company's
2000 Performance  Equity Plan, awarded 150,000 shares of authorized but unissued
Common  Stock in the  aggregate to certain  employees  subject to the terms of a
restricted stock agreement. 25,500 of such shares have been issued and earned by
various  employees  and earnings for the year ended  December 31, 2000 have been
charged approximately $42,000 with respect to these shares. An additional 87,500
of such shares have been granted and issued to employees at a compensation value
of  approximately  $148,000,  which amount is being  amortized  ratably over the
employment  period  required to earn such shares.  The remaining  37,000 of such
shares were forfeited and are available for reissuance.

10.      STOCKHOLDERS' EQUITY

         Repurchase  of Common Stock - The Company on December 15, 2000 acquired
1,781,133  shares of its Common  Stock from Wise  Partners,  L.P.  ("Wise")  and
retired the shares.  As a result,  the  Company's  outstanding  shares of common
stock have been reduced  approximately  13%, to approximately 9.0 million shares
at December  31, 2000 from  approximately  10.4  million  shares at December 31,
1999.  The Company  acquired the shares for a purchase price of $0.09 per share,
which was significantly  below the closing price of the Common Stock on December
15, 2000 of $0.40625 per share.  Wise  informed the Company that  although  Wise
believed the sales price to be far below the appropriate value for the stake, it
was selling the  position in order to incur a tax loss during the year to offset
taxable gains recorded by the partnership and its partners.  Jonathan Steinberg,
the Company's  Chief Executive  Officer,  is the general partner of Wise and his
father is the limited partner.

         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 $2.0 million.  The Series A Preferred  Stock
has a par  value of $.01 per  share and a stated  value 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. The Series A Preferred Stock shall have a liquidation
preference  of $200 per share plus any accrued and unpaid  dividends.  Shares of
Common  Stock into  which the Series A  Preferred  Stock may be  converted  were
registered  for resale in October  1999.  On September  21,  2000,  2,120 shares
Series A Preferred  Stock were  converted at the  conversion  price of $2.12 per
share into 200,000 shares of Common Stock. At December 31, 2000, 7,880 shares of
Series A Preferred Stock remained outstanding.

         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 $3.0 million,  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  providing  for the sale of  1,259,842  shares of Common  Stock for an
aggregate  purchase price of $5.0 million,  which was based on the closing "ask"
price of the Common Stock on June 25, 1998. The Company repurchased these shares
as part of the total 1,781,133 shares repurchased on December 15, 2000 described
above.

         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  pursuant to the Plans and recorded  expenses  totaling  $109,251 in
connection therewith. No such awards were made in 2000 or 1998.

         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.
Of the  warrants  issued in 1998,  300,000  may be  exercised  at any time until
December 15, 2003 and 62,500 were cancelled during 2000.

         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.  During 2000,
43,750 of the  warrants  issued in 1999  expired  unexercised  and 50,000 of the
warrants  issued in 1999 were cancelled.  The remaining  warrants issued in 1999
may be  exercised  at any time until  November  28, 2004 with  respect to 15,000
shares,  and at any time until  September 12, 2009 with respect to vested shares
under a  30,000-share  warrant,  10,000 of which shares  vested on September 13,
2000 and 10,000 of which shares vest on each of September 13, 2001 and September
13, 2002 provided that the holder is continuing to render service to the Company
on the respective vesting date and other terms and conditions.

         In 2000,  in  connection  with the sale by the Company of two  Internet
domains for cash consideration of $1.0 million,  the Company issued a warrant to
purchase  250,000  shares of the Company's  Common Stock at an exercise price of
$2.00 per share (see Note 3). This  warrant may be  exercised  at any time until
August 10, 2003.

11.      ACCOUNTS RECEIVABLE FINANCING

         In August 2000, the Company entered into a securitization facility with
an unrelated  financial services company.  Under the terms of the facility,  the
Company may transfer an undivided  ownership  interest in certain trade accounts
receivable to the financial services company. The Company receives cash from the
third party based on a formula of a percentage of the face value of the eligible
transferred  receivables,  less certain fees.  The maximum amount of transferred
receivables  that may be  outstanding  under this facility is $2.0 million.  The
Company pays a variable  interest  rate (prime plus 1.5%) during the period from
when a receivable  is  transferred  until the time the third party  collects and
remits the balance of the  receivable.  During 2000, this interest rate averaged
approximately  11%. The Company  retains the credit risk for any receivable that
is transferred and with respect to which the customer  subsequently  defaults on
payment.  The Company had no credit losses under this facility  during 2000. The
Company recorded interest expense of approximately  $0.1 million related to this
facility during 2000. The amount of transferred receivables at December 31, 2000
was approximately $0.6 million. The securitization  facility ends June 30, 2002,
subject to earlier termination in accordance with the contract.


12.      LOSS PER COMMON SHARE

         Basic  net loss  per  common  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 2000,
1999,  and 1998 is computed  based on the weighted  average  number of shares of
Common Stock  outstanding  during the respective  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>
<CAPTION>
<S>                                                 <C>              <C>              <C>   

                                                     2000                1999               1998
                                                     ----                ----               ----
Net loss from continuing operations                 ($3,405,789)     ($4,192,703)     ($7,810,500)
Preferred stock dividends                              (188,709)        (216,987)         -
                                                    ------------     ------------     ------------
                                                  
Net loss from continuing operations applicable
   to common shareholders                            (3,594,498)     (4,409,690)       (7,810,500)
Loss from discontinued operations                       -               -                (781,370)
                                                    ------------     ------------      -----------
                                                  
Net loss applicable to common shareholders          ($3,594,498)    ($4,409,690)      ($8,591,870)
                                                    ============     ============     ============
</TABLE>


13.      SEGMENT INFORMATION

         The Company's  business segments are focused on providing  research and
analysis of investment  information to individuals and investment  professionals
through two operating  segments:  Print  Publications and Online  Services.  The
Company's Print Publications  segment publishes and markets Individual Investor,
a personal  finance and investment  magazine and Individual  Investor's  Special
Situations  Report, a financial  investment  newsletter.  Between  approximately
October 1996 and September 2000, the Company's Print  Publications  segment also
included Ticker, a magazine for investment  professionals.  The Company's Online
Services segment includes  individualinvestor.com  (www.individualinvestor.com).
Between  approximately  November 1998 and September  2000, the Company's  Online
Services  segment also included  InsiderTrader.com  (www.InsiderTrader.com).  In
September  2000, the Company sold  InsiderTrader.com  and Ticker magazine to two
different parties in two unrelated  transactions (see Note 3). 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.



<PAGE>

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

                                                    2000                1999               1998
                                                    ----                ----               ----
Revenues:
  Online Services                                  $3,188,022      $  2,308,186     $ 1,136,032
  Print Publications                               16,590,782        15,362,615      14,334,074
                                                   ------------    -------------   -------------
                                                   $19,778,804     $ 17,670,801     $15,470,106
                                                   ============    =============   =============
Operating contribution  (before G&A, corporate  
advertising and depreciation and amortization):    

  Online Services                                  ($1,678,479)     ($1,714,259)    $(2,056,633)
  Print Publications                                   90,541          (246,864)       (692,731)
                                                   ------------    -------------   -------------
                                                    (1,587,937)      (1,961,123)     (2,749,364)
Gain from sale of assets                             6,702,219          -                   -
Impairment of investment                            (2,638,356)         -                   -
G&A, corporate advertising and depreciation and
  amortization expense                              (6,052,323)      (6,541,230)     (5,285,349)
Investment and other income                            170,608        4,309,650         224,213
                                                   ------------    -------------   -------------
Net loss from continuing operations               ($ 3,405,789)     $(4,192,703)    $(7,810,500)
                                                   ============    =============   =============

Identifiable assets (a):
  Online Services                                  $ 1,219,312      $ 1,949,481       $ 401,887
  Print Publications                                 2,980,509        4,237,452       3,189,296
  Corporate assets                                   8,506,439       10,071,034       6,953,745
                                                   ------------    -------------   -------------                             
                                                   $12,706,260      $16,257,967     $10,544,928
                                                   ============    =============   =============
</TABLE>



(a)   Total  expenditures for long-lived assets for the years ended December 31,
      2000,  1999 and 1998,  respectively,  were as  follows:  Online  Services,
      $64,870, $434,805 and $51,092, respectively; Print Publications, $259,479,
      $823,023 and $235,809,  respectively; and Corporate, $69,503, $310,575 and
      $401,522, respectively.


14.      SUPPLEMENTARY INFORMATION -  SELECTED QUARTERLY DATA (Unaudited)

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

                                                                       2000 Quarters

                                                     1st              2nd              3rd             4th
                                                     ---              ---              ---             ---
Revenues                                            $6,212,650       $5,232,291      $5,223,413      $3,110,450
Operating expenses                                   7,877,532        7,160,754       6,994,034       5,386,744
Gain on sale of assets                                 -                -             6,702,219         -
Impairment of investment                               -                -               -            (2,638,356)
                                                   ------------     ------------     -----------    ------------
Operating (loss) income                             (1,664,882)      (1,928,463)      4,931,598      (4,914,650)
Investment and other income                             68,299           58,518          24,640          19,151
                                                   ------------     ------------     -----------    ------------
Net (loss) income                                  ($1,596,583)     ($1,869,945)     $4,956,238     ($4,895,499)

                                                   
                                                   ------------     ------------     -----------    ------------
Basic(loss)income per common share:                     ($0.16)          ($0.19)          $0.47          ($0.47)
                                                   ------------     ------------     -----------    ------------
                                               
                                               
Average number of common shares used in
   computing basic (loss) income per
   common share                                     10,363,991       10,392,173      10,413,519      10,485,781

Dilutive (loss) income per common share                 ($0.16)          ($0.19)          $0.44          ($0.47)
                                                   ------------     ------------     -----------    ------------
                                                                
Average number of common shares used in
   computing dilutive (loss) income per
   common share                                     10,363,991       10,392,173      11,182,167      10,485,781



                                                                       1999 Quarters

                                                     1st              2nd              3rd               4th
                                                     ---              ---              ---               ---
Revenues                                            $4,038,776      $ 3,740,343     $ 4,495,331     $ 5,396,351
Operating expenses                                   5,913,475        6,056,896       6,670,502       7,532,281
                                                   ------------    -------------   -------------    ------------
Operating loss                                      (1,874,699)      (2,316,553)     (2,175,171)     (2,135,930)
Investment and other income                            556,567           39,827         798,352       2,914,904
                                                   ------------    -------------   -------------    ------------
Net (loss) income                                  ($1,318,132)     ($2,276,726)    ($1,376,819)       $778,974
                                               
                                                   ------------    -------------   -------------    ------------
Basic (loss) income per common share:                   ($0.15)          ($0.25)         ($0.15)          $0.05
                                                   ------------    -------------   -------------    ------------

Average number of common shares used in
  computing basic (loss)
  income per common share                            8,786,599        9,016,759       9,188,724      10,339,200

Dilutive (loss) income per common share                 ($0.15)          ($0.25)         ($0.15)          $0.05
                                                   ------------    -------------   -------------    ------------

Average number of common shares used in
   computing dilutive (loss) income per
   common share                                     8,786,599         9,016,759       9,188,724      11,282,596

</TABLE>




<PAGE>




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 2001
Annual Meeting of Stockholders (the "Proxy Statement").


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 Proxy Statement.


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  Proxy
Statement.


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 Proxy Statement.


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' Report;
         Consolidated   Balance  Sheets  as  of  December  31,  2000  and  1999;
         Consolidated  Statements of Operations for the Years Ended December 31,
         2000, 1999, and 1998;
         Consolidated  Statements  of  Stockholders'  Equity for the Years Ended
         December 31, 2000, 1999, and 1998;
         Consolidated  Statements of Cash Flows for the Years Ended December 31,
         2000, 1999 and 1998; and

         Notes to Consolidated Financial Statements

<PAGE>


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



(a) (3)  Exhibits

 Exhibit No.                    Description                                                                      Method of Filing

     3.1        Amended   and   Restated   Certificate   of   Incorporation   of    Incorporated by reference to Exhibit 3.2 to the 
                Registrant, as amended  through  June 22, 1999                      Form 10-Q for the quarter ended June 30, 1999 
                                                                                    (the "6/99 Form 10-Q")

     3.2        Bylaws of Registrant amended through April 27, 1999                 Incorporated by reference to Exhibit 3.3 to the
                                                                                    6/99 Form 10-Q

     4.1        Specimen Certificate for Common Stock of Registrant                 Incorporated by reference to Exhibit 4.1 to the
                                                                                    Registrant's Registration Statement on Form S-18
                                                                                    (File No. 33-43551-NY) (the "Form S-18")

     4.2        Certificate of Designations,  Preferences and Other Rights and      Incorporated by reference to Exhibit 10.1 to the
                Qualifications of Series A Preferred Stock                          Form 8-K filed  December 14, 1998 (the "12/14/98
                                                                                    Form 8-K")
                                                                           
     4.3        Stock Purchase Agreement dated as of November 30, 1998              Incorporated by reference to Exhibit 10.1 to the
                between Registrant and Great American Insurance Company             12/14/98 Form 8-K

     4.4        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 as of 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 as of 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 as of June 19, 1996,                Incorporated by reference to Exhibit 10.4 to the
                between Registrant and Peter M. Ziemba                              Form 10-K for the year ended December 31, 1998
                                                                                    (the "1998 Form 10-K")

    10.4+       Indemnification Agreement dated as of June 17, 1998,                Incorporated by reference to Exhibit 10.1 to the
                between Registrant and S. Christopher Meigher III                   Form 10-Q for the quarter ended March 31, 1999

    10.5+       Indemnification Agreement dated as of September 14,                 Incorporated by reference to Exhibit 10.6 to the
                1998, between Registrant and Gregory E. Barton                      Form 10-Q for the quarter ended September 30, 
                                                                                    1998 (the "9/98 Form 10-Q")                     
                                                                                    
    10.6+       Indemnification Agreement dated as of December 15, 1999,            Incorporated by reference to Exhibit 10.2 to the
                between Registrant and E. Drake Mosier                              Form 10-Q for the quarter ended March 31, 2000  
                                                                                    
    10.7+       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   
                                                                                    ("6/98 Form 10-Q")                              
                                                                                   
    10.8+       Agreement with Scot Rosenblum dated June 20, 1998                   Incorporated by reference to Exhibit 10.2 to the
                                                                                    6/98 Form 10-Q 
                                 
    10.9+       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  
                                                                                    
    10.10+      Indemnification Agreement dated as of September 14, 1998            Incorporated by reference to Exhibit 10.5 to the
                between Registrant and Brette Popper                                9/98 Form 10-Q                                  
                                                                                                                                    
    10.11+      Indemnification Agreement dated as of October 8, 1998               Incorporated by reference to Exhibit 10.3 to the
                between Registrant and Henry G. Clark                               9/98 Form 10-Q                                  
                                                                                                                                    
    10.12+      Indemnification Agreement dated as of August 16, 1999               Incorporated by reference to Exhibit 10.5 to the
                between Registrant and David H. Allen                               Form 10-Q for the quarter ended September 30, 
                                                                                    1999
                                                  
    10.13+      Form of 1991 Stock Option Plan of Registrant                        Incorporated by reference to Exhibit 10.13 to  
                                                                                    the Form S-18
                                         
    10.14+      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)                             
                                                                                                                                    
    10.15+      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")                      
                                                                                                                                    
    10.16+      Form of 1996 Management Incentive Plan of Registrant                Incorporated by reference to Exhibit  4.10 to  
                                                                                    the Registrant's Registration Statement on Form 
                                                                                    S-8 (File No. 333-17697)                        
                                                                                                                                    
    10.17+      Form of 2000 Performance Equity Plan of Registrant                  Incorporated by reference to Appendix A to      
                                                                                    definitive Proxy Statement dated May 17, 2000   
                                                                                    
    10.18+      Form  of  Stock  Option  Agreement  dated  as  of  May  9,  1997    Incorporated  by  reference  to  Exhibit  10.4  
                between Registrant and each of Jonathan  Steinberg, between         to  the Form 10-QSB for the quarter ended June 
                Robert Schmidt, Scot Rosenblum,  and Michael Kaplan                 30, 1997
                

    10.19+      Agreement dated as of November 19, 1998 between Jonathan            Incorporated by reference to Exhibit 10.21 to 
                Steinberg and the Registrant                                        the 1998 Form 10-K                              
                                                                                                                                    
    10.20+      Stock Option Agreement dated as of September 14, 1998               Incorporated by reference to Exhibit 10.4 to the
                between Registrant and Gregory E. Barton                            9/98 Form 10-Q                                  
                                                                                                                                    
    10.21+      Employment Agreement dated as of July 21, 1998 between              Incorporated by reference to Exhibit 10.3 to the
                Registrant and Gregory E. Barton                                    9/98 Form 10-Q
                                   
    10.22+      Employment Agreement dated as of December 7, 2000                   Filed herewith                                  
                between Registrant and Howard B. Lorch                              

    10.23       Trademark   License   Agreement   dated  as  of  June  19,  1992    Incorporated  by  reference  to  Exhibit  10.25
                between Registrant  and the American  Association of Individual     to the Form 10-KSB for the year ended December
                Investors, Inc.                                                     31, 1992
                
    10.24       Form of Partnership Agreement for WisdomTree Associates,            Incorporated by reference to Exhibit 10.37 to   
                L.P.                                                                the Form 10-KSB for the year ended  December 31,
                                                                                    1994 ("1994 Form 10-KSB")                       
                                                                                                                                    
    10.25       WisdomTree Capital Advisors, LLC Agreement dated as of              Incorporated by reference to Exhibit 10.38 to   
                November 1, 1995                                                    the 1994 Form 10-KSB
                                         
    10.26       Agreement dated as of December 1, 1995 between WisdomTree           Incorporated by reference to Exhibit 10.39 to   
                Offshore L.T.D., WisdomTree Capital Management, Inc. and            the 1994 Form 10-KSB                            
                WisdomTree Capital Advisors, LLC                                                                        
                                                                                                                                    
    10.27       Office sublease dated as of December 8, 1995 between                Incorporated by reference to Exhibit 10.41 to   
                Registrant and Porter Novelli, Inc.                                 the 1995 Form 10-KSB                            
                                                                                                                                    
    10.28       Office sublease dated as of January 1996                            Incorporated by reference to Exhibit 10.42 to   
                between Registrant and VCH Publishers, Inc.                         the 1995 Form 10-KSB                            
                                                                                                                                    
    10.29       Lease dated as of November 30, 1998 between Registrant              Incorporated by reference to Exhibit 10.31 to   
                and 125 Broad Unit C LLC                                            the 1998 Form 10-K                              
                                                                                                                                    
    10.30       Office Lease dated as of January 10, 1994 between                   Incorporated by reference to Exhibit 10.22 to   
                Registrant and 333 7th Ave. Realty Co.                              the Form 10-KSB for the year ended December 31, 
                                                                                    1993
                                                         
    10.31       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 (the "6/16/99 Form 
                                                                                    8-K")                                           
    10.32       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.                                                                                                                
                                                                                                                                    
    10.33       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                                
                                                                                                                                    
    10.34       Form of Warrant dated as of December 16, 1998                       Incorporated by reference to Exhibit 10.1 to the
                                                                                    6/99 Form 10-Q                                  
                                                                                                                                    
    10.35       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            6/99 Form 10-Q                                  
                Insurance Company                                                                                                   
                                                                                                                                    
    10.36       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
                                                                                    "10/29/99 Form S-3")                            
                                                                                                                                    
    10.37       Letter Agreement dated as of September 29, 1999 between             Incorporated by reference to Exhibit 10.9 to the
                Registrant and Telescan, Inc.                                       10/29/99 Form S-3                               
                                                                                    
    10.38       Factoring   Agreement   dated  as  of  August  1,  2000  between    Incorporated  by  reference  to  Exhibit  10.1
                SYSTRAN Financial Services Corporation and Registrant,              to  the for the quarter ended September  30, 
                 Form 10-Q  as amended  (                                           2000 the "9/00 Form 10-Q")

    10.39       Asset Purchase Agreement dated as of September 28, 2000             Incorporated by reference to Exhibit 10.2 to the
                between Registrant and 123Jump.com, Inc.                            9/00 Form 10-Q                                  
                                                                                                                                    
    10.40       Stock Purchase Agreement dated as of December 15, 2000              Filed herewith                                  
                between Registrant and Wise Partners, L.P.                                                                          
                                                                                                                                    
      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                                  
                                                                                                                                    
      99        Risk Factors                                                        Filed herewith
</TABLE>


<PAGE>


 
                                  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 2, 2001

                                                   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 and 
Jonathan L. Steinberg            Director                          April 2, 2001

/s/ Gregory E. Barton            Vice President, Chief Financial 
Gregory E. Barton                Officer (Principal Financial      April 2, 2001
                                 Officer)
                         
/s/ Howard B. Lorch              Vice President, Controller 
Howard B. Lorch                  (Principal Accounting Officer)    April 2, 2001
                                                        
/s/ S. Christopher Meigher III   Director                          April 2, 2001
S. Christopher Meigher III


              
E. Drake Mosier                  Director                          April 2, 2001


/s/ Bruce L. Sokoloff            Director                          April 2, 2001
Bruce L. Sokoloff

/s/ Peter M. Ziemba              Director                          April 2, 2001
Peter M. Ziemba


<PAGE>
                                December 7, 2000

Mr. Howard Lorch

Dear Howard:

         Congratulations!  On behalf of Individual  Investor  Group,  Inc.,  I'm
pleased to extend to you a formal  offer of  employment  to join the  Company as
Vice  President,  Controller.  We are  excited  to have  you on our team in this
important position and confident that you will make a meaningful contribution to
our future success.

         Upon  commencement  of  employment,  your  annualized  salary  will  be
$140,000. In addition to your salary, you will be granted options ("Options") to
purchase  30,000 shares of the  Company's  common  stock,  one-quarter  of which
Options  shall  vest on each of the first four  anniversaries  of the Start Date
(defined below).  The per-share exercise price of the Options will be the market
value of the  stock  the day  prior to the Start  Date.  Your  employment  shall
commence as of January 1, 2001 (the "Start Date").

         You shall be eligible for coverage  under the  Company's  comprehensive
benefits plan,  which  includes  medical,  dental,  life insurance and long-term
disability,  commencing on the Start Date. In addition,  after you have remained
employed  for sixty  days,  you will have the option to invest up to 20% of your
annual  salary  (subject to an annual  limit of $10,500) in a 401(k)  retirement
plan upon the next available enrollment date (currently the enrollment dates are
January 1, April 1, July 1 and October 1).  (Note that the Company does not make
contributions  to the plan.) On January 1,  2001,  the  Company  shall pay you a
starting  bonus of  $893.84.  You shall be  entitled  to three (3) weeks of paid
vacation per year,  in  accordance  with and subject to the  Company's  vacation
policy.

         Your  employment  with the  Company is "at will"  which means that your
employment can be terminated with or without cause,  and with or without notice,
at any time, at the option of either the Company or yourself.  If, however,  the
Company  terminates your employment without cause between the Start Date and the
first  anniversary  of the Start  Date,  the  Company  shall pay you a severance
payment  equal to  $70,000,  provided  that you  execute a full  release  of the
Company in a form provided by the Company. The severance payment shall be within
thirty days of your  termination  without cause,  or if later,  seven days after
your execution of the full release. In addition,  if the Company terminates your
employment  without  cause  within  six (6) months of a change in  control,  any
shares of the Options granted in connection  herewith that would have vested due
to the passage of time had you remained  employed for an additional  twelve (12)
months from your termination  shall become  immediately  vested. As used in this
paragraph,  (a) "cause"  shall mean your  commission  of a felony,  fraud or any
other act of willful misconduct that is materially  injurious to the Company and
(b)  "change  in  control"  shall  mean (i) a merger or  consolidation  in which
securities possessing more than fifty percent (50%) of the total combined voting
power of the Company's  outstanding  securities  are  transferred to a person or
persons different from the persons holding those securities immediately prior to
such transaction (but excluding any transfers  between any persons who are under
common  control),  or (ii) the sale,  transfer  or other  disposition  of all or
substantially all of the Company's assets in complete liquidation or dissolution
of the Company.

        This  letter  sets  forth all of the terms  relating  to your  potential
employment by the Company, and supersedes all other discussions, whether written
or oral.  The terms  relating  to your  actual or  potential  employment  by the
Company may not be modified or amended except in writing signed by both parties.
A signature received via facsimile shall be deemed an original for all purposes.

         Please indicate by your signature below, on or before December 8, 2000,
your agreement with the terms set forth above (and please mail your signature to
me).  Again, we are happy to have you join the Company at this exciting time and
look forward to your important contributions to our success.

                                           Sincerely,

                                           INDIVIDUAL INVESTOR GROUP, INC.


                                       By: /s/ Gregory Barton

                                           Gregory E. Barton

                                           Vice President, Business Development,
                                           Finance and Legal Affairs,
                                           Chief Financial Officer and 
                                           General Counsel


AGREED AND ACCEPTED:




/s/ Howard Lorch  Date:  December 7, 2000
----------------         ----------
Howard Lorch

<PAGE>
 This  STOCK  PURCHASE  AGREEMENT,   dated  as  of  December  15,  2000
("Agreement"),  is between Wise Partners,  L.P., a Delaware limited  partnership
with an address at c/o Jonathan  Steinberg,  125 Broad Street,  14th Floor,  New
York, New York 10004 ("Seller"), and Individual Investor Group, Inc., a Delaware
corporation  with its  principal  offices at 125 Broad Street,  14th Floor,  New
York, New York 10004 ("Buyer").

          WHEREAS,  Seller  desires  to sell to  Buyer,  and  Buyer  desires  to
purchase from Seller, an aggregate of 1,781,133 shares of common stock, $.01 par
value per share  ("Common  Stock"),  of Buyer,  on the terms and  conditions set
forth in this Agreement.

          IT IS AGREED:

          1.  Purchase and Sale of Shares.  Subject to the terms and  conditions
herein set forth,  Seller hereby agrees to sell 1,781,133 shares of Common Stock
("Purchased  Shares"),  and Buyer  hereby  agree to  purchase  from  Seller  the
Purchased  Shares  for an  aggregate  purchase  price of  $160,301.97  [$.09 per
Purchased Share] ("Purchase Price").

          2.  Closing  Procedure.  Seller  hereby  delivers  to Buyer  the stock
certificates  representing  the Purchased  Shares and stock powers duly endorsed
for transfer of the Purchased Shares, with signature Medallion Guaranteed. Buyer
hereby  delivers  the  Purchase  Price to Seller by wire  transfer to an account
designated by Seller.

          3. Representations of Seller. Seller hereby represents and warrants to
Buyer the following representations and warranties.

             (a)  Seller is the  holder of record  and  beneficial  owner of the
Purchased   Shares  free  and  clear  of  any  security   interests,   liens  or
encumbrances, and Seller has not granted to any person or persons any options or
other rights to buy, or proxies or other rights to vote, the Purchased Shares.

             (b)  Seller  has full  legal  power to  execute  and  deliver  this
Agreement  and to perform its  obligations  hereunder.  All acts  required to be
taken by Seller to enter into this  Agreement and to carry out the  transactions
contemplated  hereby have been,  or prior to the  Closing  Date shall have been,
properly  taken;  and this  Agreement  constitutes  a legal,  valid and  binding
obligation of Seller,  enforceable in accordance with its terms.  The execution,
delivery and  performance  of this  Agreement by Seller in  accordance  with its
terms will not,  with or without the giving of notice or the passage of time, or
both, conflict with, result in a default,  right to accelerate or loss of rights
under, or result in the creation of any encumbrance  pursuant to, or require the
consent  of any third  party or  governmental  authority  pursuant  to,  (i) the
partnership  agreement  pursuant to which  Seller was created and any  operating
agreement pursuant to which Seller is governed or (ii) any franchise,  mortgage,
indenture or deed of trust or any material lease,  license or other agreement or
any law, regulation,  order, judgment or decree to which Seller is a party or by
which Seller (or any of his assets, properties, operations or businesses) may be
bound, subject to or affected.

             (c) In the sale of the Purchased  Shares  hereunder,  Seller is not
relying on any state of facts  about  Buyer set forth in the  public  disclosure
documents of Buyer which have been filed with or disclosed to the Securities and
Exchange Commission or with any other public body or any news wire service.  The
sale of the Purchased  Shares is being motivated by certain tax  requirements of
Seller and Seller has obtained several  proposals from independent third parties
for the purchase of the  Purchased  Shares  immediately  prior to its entry into
this Agreement,  each of which has been evaluated by Seller in conjunction  with
its decision to sell the Purchased Shares to Buyer.

          4. Representations and Warranties of Buyer. Buyer hereby represents
and warrants to Seller that:

             (a)  Buyer  has  full  legal  power to  execute  and  deliver  this
Agreement  and to perform its  obligations  hereunder.  All acts  required to be
taken by Buyer to enter into this  Agreement  and to carry out the  transactions
contemplated  hereby have been,  or prior to the closing  described in Section 2
hereof shall have been, properly taken; and this Agreement  constitutes a legal,
valid and binding  obligation of Buyer enforceable in accordance with its terms.
The execution, delivery and performance of this Agreement by Buyer in accordance
with its terms will not,  with or without the giving of notice or the passage of
time, or both,  conflict with, result in a default,  right to accelerate or loss
of rights under,  or result in the creation of any  encumbrance  pursuant to, or
require the consent of any third party or governmental authority pursuant to (i)
any provision of the certificate of incorporation or by-laws,  if any, of Buyer,
or (ii) any  franchise,  mortgage,  indenture  or deed of trust or any  material
lease,  license or other agreement or any law,  regulation,  order,  judgment or
decree  to  which  Buyer is a party or by  which  Buyer  (or any of its  assets,
properties, operations or businesses) may be bound, subject to or affected.

          5. Indemnification. Seller shall indemnify and hold harmless Buyer and
its  successors  and assigns from and against any losses,  damages,  expenses or
liabilities,  including,  without limitation,  reasonable attorneys' fees, which
may be sustained,  suffered or incurred by Buyer and its successors and assigns,
arising  from or in  connection  with the breach of any of  Seller's  covenants,
representations,  warranties, agreements, obligations or undertakings hereunder.
Buyer shall indemnify and hold harmless Seller and its successors,  and assigns,
from and against  any  losses,  damages,  expenses  or  liabilities,  including,
without limitation, reasonable attorneys' fees, which may be sustained, suffered
or incurred by Seller  arising from or in  connection  with the breach of any of
Buyer's representations or warranties hereunder.

          6. Miscellaneous.

             (a) The warranties,  representations,  covenants and indemnities of
Seller and Buyer  contained in or made pursuant to this Agreement  shall survive
the closing of the  transaction  contemplated  by this Agreement and shall in no
way be affected by any investigation of the subject matter thereof made by or on
behalf of Buyer or Seller.

             (b) This  Agreement  shall be binding upon and inure to the benefit
of each party hereto, and its respective  successors and assigns. This Agreement
constitutes  the entire  understanding  and  agreement  between the parties with
regard to the subject matter hereof and may not be amended or modified except by
a written agreement  specifically  referring to this Agreement signed by all the
parties.  No waiver of any breach or default hereunder shall be considered valid
unless in writing and signed by the party giving such waiver, and no such waiver
shall be deemed a waiver of any  subsequent  breach  or  default  of the same or
similar nature.

             (c) This  Agreement  shall be governed by and  construed  under the
internal laws of the State of New York, disregarding any principles of conflicts
of laws.

             (d) Each party  represents that it neither is nor will be obligated
for any finder's fee or commission in connection with this transaction.

             (e) In the event that any provision of this Agreement would be held
to be invalid,  prohibited or  unenforceable in any jurisdiction for any reason,
unless such  provision  is narrowed by  judicial  construction,  this  Agreement
shall, as to such jurisdiction,  be construed as if such invalid,  prohibited or
unenforceable  provision had been more  narrowly  drawn so as not to be invalid,
prohibited or unenforceable. If, notwithstanding the foregoing, any provision of
this Agreement would be held to be invalid,  prohibited or  unenforceable in any
jurisdiction for any reason, such provision,  as to such jurisdiction,  shall be
ineffective to the extent of such invalidity,  prohibition or  unenforceability,
without  invalidating  the  remaining  portion  of such  provision  or the other
provisions of this Agreement of affecting the validity or enforceability of such
provision in any other jurisdiction.

          IN WITNESS WHEREOF,  the parties have duly executed and delivered this
Agreement as of the date first above written.

SELLER:

WISE PARTNERS, L.P.

/s/ Jonathan L. Steinberg

---------------------------------------
Jonathan L. Steinberg, General Partner

BUYER:

INDIVIDUAL INVESTOR GROUP, INC
---------------------------------------


/s/ Gregory E. Barton

-------------------------------------------
Gregory E. Barton, Vice President, Business
Development, Finance and Legal Affairs and
Chief Financial Officer

<PAGE>


                                                                      EXHIBIT 11

                          COMPUTATION OF LOSS PER SHARE

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


                                                  2000            1999            1998

Net loss from continuing operations (a)       ($3,405,789)    ($4,192,703)    ($7,810,500)

Preferred stock dividends                        (188,709)       (216,987)        -
                                              ------------    ------------    ------------
Net loss from continuing operations 
applicable to common shareholders              (3,594,498)     (4,409,690)     (7,810,500)

(Loss) income from discontinued operations        -                -             (781,370)
                                              -------------   ------------    ------------
Net loss applicable to common shareholders    ($3,594,498)    ($4,409,690)    ($8,591,870)
                                              ============    ============    ============

Basic and dilutive (loss) income per
   common share:
                  Continuing operations            ($0.34)         ($0.47)         ($0.99)
                  Discontinued operations        -               -                  (0.10)
                                              ------------    ------------    ------------
                  Total                            ($0.34)         ($0.47)         ($1.09)
                                              ============    ============    ============


Weighted average number of common shares 
used in computing basic and dilutive (loss) 
income per common share                        10,439,887       9,336,679       7,876,509
                                              ===========     ============    ============
</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.


<PAGE>


                                                                      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 March 27, 2001,  appearing in this Annual
Report on Form 10-K of Individual  Investor Group, Inc. and subsidiaries for the
year ended December 31, 2000.



DELOITTE & TOUCHE LLP
New York, New York

April 2, 2001



<PAGE>


                                                                      EXHIBIT 99

                              CERTAIN RISK FACTORS

                              Dated: April 2, 2001

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,  operating  results 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 will need to raise  additional  capital in the future.  Our current levels of
revenues  are not  sufficient  to cover our  expenses.  We intend to control our
operating expenses while continuing to invest in its existing products - and, as
noted  in  the  Form  10-K,  we  recently   implemented   changes   intended  to
substantially reduce certain operating and general and administrative  expenses.
Because we expect continuing net losses, we likely will need to raise additional
capital in the future.  We believe that our working capital the value we believe
we could realize from the sale of assets and/or  securities should be sufficient
to fund our its operations  and capital  requirements  through 2001.  During the
second quarter of 2000, we retained The Jordan,  Edmiston Group, Inc., the media
investment  bank,  to  explore  a range of  strategic  alternatives  to  enhance
shareholder  value,  including  the possible  sale of the Company.  In September
2000, we sold certain assets,  including  Ticker magazine and  InsiderTrader.com
that  generated  net  cash  proceeds  of  approximately  $6.6  million.  We  are
continuing to explore  strategic  alternatives,  including  exploring sources of
additional financing and/or sale of assets. We cannot assure you, however,  that
we will be able to  obtain  additional  financing  or sell any  assets.  We also
cannot assure you as to the terms upon which such  additional  financing or sale
of assets could be consummated if we are able to obtain additional  financing or
sell  assets.  It is possible  that any  additional  financing or sale of assets
could result in a substantial  dilution of an investor's  equity interest in us.
If we are  unable  to  obtain  additional  financing  or sell  assets  prior  to
exhausting our existing resources, or if we only could consummate such financing
or sale of assets on unfavorable  terms, our ability to continue  operations and
the value of our common stock would be materially adversely affected.

We have a history of losses and we  anticipate  that our losses will continue in
the  future.  As of  December  31,  2000,  we  had  an  accumulated  deficit  of
approximately $30 million. Since inception,  the only calendar year during which
we were  profitable  was 1995. We expect to continue to incur  operating  losses
into 2001. Even if we do achieve  profitability,  we may be unable to sustain or
increase profitability on a quarterly or annual basis in the future.

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

o        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;  MSN Money Central;
o        SmartMoney.com; Money.com; and Multex.com;
  
o        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; and Worth;
  
o        publishers and distributors of radio and television programs focused on
         business,  finance and investing,  such as Bloomberg Business Radio and
         CNBC;

o        web "portal"  companies,  such as Yahoo!;  Excite;  Lycos;  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  or wireless  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  and
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 our  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 our market share. Any of
these could materially adversely affect our business.

We have not yet  generated  revenues  from  licensing  the stock indexes we have
developed.  We have not yet generated  revenues from licensing the stock indexes
we have  developed  and we  might  never  generate  any such  revenues.  We have
licensed the America's Fastest Growing Companies Index to Nuveen Investments and
the American  Stock Exchange for the creation of an  exchange-traded  fund to be
based upon the America's Fastest Growing Companies Index. Nuveen Investments has
filed to obtain the  regulatory  approvals  necessary to permit the launch of an
exchange-traded  fund based upon the America's  Fastest Growing Companies Index.
The  necessary  regulatory  approvals  have not yet been  obtained and we cannot
assure you that such  approvals  will in fact be obtained.  Moreover,  we cannot
assure you that an exchange-traded fund based upon the America's Fastest Growing
Companies  Index would commence  trading if the necessary  regulatory  approvals
were obtained. We also cannot assure you that an exchange-traded fund based upon
the America's  Fastest Growing Companies Index would prove to be popular or that
the  Company  would  receive  any  material  amount of  revenues  related to the
licenses  described  in this  paragraph.  We intends to seek to execute  license
agreements  for the  creation of  financial  products  based upon the  America's
Fastest  Growing  Companies  MidCap 300 Index and the America's  Fastest Growing
Companies LargeCap 50 Index, but we cannot assure you that we will be successful
in our endeavors to do so.

We may not be able to attract  and  retain  qualified  employees  for our online
service  business.  Current  and  potential  employees  for our online  services
business  might  prefer to work at a  company  that has  operations  exclusively
related  to  online  services..  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 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.  In print,  we
publish only one magazine 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 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. 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,   operating  results  and  financial  condition  could  be  materially
adversely affected.

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, Magic 25, America's Fastest Growing
Companies, Investor University and Investment University) is an important aspect
of our efforts to continue to attract print  subscribers,  magazine  readers and
Internet  users.  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, operating results and financial condition.

We depend on certain  advertisers to generate revenues.  In 2000, 1999 and 1998,
the majority of our print publications  advertising revenues came from financial
services  companies,  followed by consumer  advertisers and others.  We were not
dependent upon any particular advertiser for our print publications revenues. In
2000, approximately 38 % of the online services advertising revenues came from a
combination  of  VentureHighway.com  (a  company  in which we have  acquired  an
approximately  15.8% equity interest  through an  equity-for-advertising  barter
transaction)  and one  brokerage  firm  offering  online  trading  and the large
majority of such revenues from those two  advertisers  were derived in the first
half of 2000  (VentureHighway.com  did not  advertise  on the  Company's  online
properties  during the second  half of 2000).  We expect  that the  majority  of
advertising  revenues derived from our online services operations will come from
financial services  companies  (including online brokerage firms and mutual fund
companies)  and from  companies  in  which we have  obtained  equity  stakes  in
exchange for advertising.  In the event that financial services companies choose
to scale back on their online  advertising (on the Internet in general or on our
web   sites   in   particular)   or   we   do   not   enter   into    additional
equity-for-advertising  transactions,  our  online  services  business  could be
materially adversely affected.

We need to manage our  operations  effectively.  The Company has in the past few
years experienced  periods of rapid growth in revenues and headcount and periods
of declining revenues and headcount.  Both types of change place a strain on our
managerial, operational and financial resources. To manage our business, 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
in part on our ability to expand, train and manage our workforce,  in particular
our  editorial,  advertising  sales  and  business  development  staff,  and  to
effectively  manage  any  workforce  reductions  that we have made or may in the
future make. We cannot assure you that we have made adequate  allowances for the
costs  and risks  associated  with any such  expansion  or  reduction,  that our
systems,  procedures or controls will be adequate to support our operations,  or
that our management will be able to successfully  offer our services.  If we are
unable to manage our operations effectively, our business, operating results 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  revenues 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,  operating  results 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:

o        inadequate network infrastructure;

o        security concerns;

o        inconsistent quality of service; and

o        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 or other online
content providers 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,
operating results and financial condition.

We may not realize any value (and in fact may realize additional losses) related
to our  investments in  VentureHighway.com,  Inc.,  Pricing  Dynamics,  Inc. and
Tradeworx,  Inc.  We record on our  balance  sheet  investments  in  non-readily
marketable  securities  at their fair market  value at the date of  acquisition,
unless and until we become aware of an other than  temporary  impairment in such
securities or unless and until such  securities  become readily  marketable.  We
originally recorded the value of VentureHighway.com,  Inc. at approximately $2.6
million,  Pricing  Dynamics,  Inc. at approximately  $1.5 million and Tradeworx,
Inc. at approximately $1.1 million.  As of December 31, 2000, we determined that
the  value of our  VentureHighway.com  securities  had  become  impaired  and we
adjusted the carrying value to the estimated fair market value. Accordingly,  we
took a charge to operating earnings in 2000 of approximately $2.6 million. There
currently is no public market for  VentureHighway.com,  Inc.,  Pricing Dynamics,
Inc. or  Tradeworx,  Inc.  securities,  and there is no  assurance  that we will
realize  any value  with  respect to these  investments.  If we need to take any
additional  downward  adjustments to the carrying value of our investments,  our
financial condition could be materially adversely affected.

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.  After  three  quarters of growth (as  compared to the  applicable
prior year period),  a sudden and sharp  decline (as compared to the  applicable
prior  year  period)  in the  advertising  for  print  publications  in  general
(including  personal finance  magazines) began in the fourth quarter of 2000 and
has continued into the first quarter of 2001. This slowdown could be followed by
an equally sudden and sharp rebound or by continued  weakness.  At the time this
report  is  filed,  we are not able to  predict  when,  if at all,  the  overall
advertising climate for print publications (and more specifically,  for personal
finance  magazines)  might improve and therefore we cannot  predict the level of
advertising  revenues  that may be achieved  by  Individual  Investor  magazine.
Continued  weakness in the advertising  climate for print publications (and more
specifically,  for  personal  finance  magazines)  would  hamper our  ability to
achieve  greater  revenues  for  Individual  Investor  magazine and could have a
material  adverse  effect  on our  business,  operating  results  and  financial
condition.

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 the level of trading volume at
online brokerages, for instance, has declined in recent months as the market has
moved generally lower - 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
- and as noted above, the advertising  climate for print publications in general
and personal  finance  magazines  in  particular  has  suffered a sharp  decline
beginning in the fourth  quarter of 2000.  A  continuation  of a general  market
downturn would have a material adverse effect on our business, operating results
and financial condition.

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 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,   operating  results  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. We currently are relying upon the
services of Jonathan Steinberg,  our Chief Executive Officer and President,  and
Gregory Barton,  our Vice President of Business  Development,  Finance and Legal
Affairs,  Chief Financial Officer and General Counsel,  neither of whom is under
any  employment  contract  with us.  The loss of  either  of our key  management
personnel could materially  adversely affect our business.  Moreover,  the costs
that may arise in connection with executive  departures and  replacements can be
significant, as they were during 2000, 1999 and 1998.

We rely on several third party sole providers to conduct many of our operations.
Our strategy is to enter into relationships with various third parties to be the
exclusive  provider  of  their  respective  service  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 print Individual Investor magazine. We depend upon
     an independent party,  Quebecor,  to print Individual Investor magazine. 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  Individual  Investor  magazine in a timely
     manner and may lose subscribers and newsstand  sales.  This could cause our
     operating results to suffer materially.

2.   We depend on independent parties to distribute Individual Investor magazine
     to newsstands.  We depend upon independent parties (the largest of which is
     Comag Marketing  Group, a venture between The Hearst  Corporation and Conde
     Nast) to  direct  the  distribution  of  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.  This could cause our operating  results to
     suffer materially.

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 Individual Investor magazine
     and Special Situations Report newsletter, 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 Synapse,  Special Data Processing and EBSCO.  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  revenues and
     reduce our  advertising  rate base,  which would lead to lower  advertising
     revenues.  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.

5.   We depend on WinStar  Interactive  Media Sales,  Inc. to sell  advertising,
     sponsorships and e-commerce  partnerships on our web sites. We depend on an
     independent party,  WinStar Interactive Media Sales, Inc.  ("WinStar"),  to
     sell  advertising,  sponsorships  and  e-commerce  partnerships  on our web
     sites,  to  complement  our  internal  efforts.  If  WinStar's  business is
     disrupted or its sales force is  ineffective,  the revenues  generated from
     our web sites could be materially adversely affected.

Control of the Company by Principal Stockholders.  At the present time, Jonathan
Steinberg, and Saul Steinberg (who is Jonathan Steinberg's father), beneficially
own  approximately  29% of  the  common  stock  of  the  Company.  Additionally,
Telescan, Inc. currently owns approximately 13% of the outstanding common stock.
As a result of their  ownership of common  stock,  these parties 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, copyright and patent law, trade
secret protection,  confidentiality  agreements, laws governing tortuous conduct
(including,  for example, unfair competition) 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, trade secret
and patent 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,   Magic25,
America's  Fastest  Growing  Companies,   Investor   University  and  Investment
University.  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 of 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, as could the award
of damages against us. Our insurance may not adequately  protect us against such
claims

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,  invasion of privacy 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.  Defending
against any such claim could be costly and divert the  attention  of  management
from the  operation of our business,  and the award of damages  against us could
adversely  affect our financial  condition.  Our  insurance  may not  adequately
protect us against such claims.
                                    
+ 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, 2000.