SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A AMENDMENT NO.1 to X Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 1997 Transition report under Section 14 of 15(d) of the Securities Exchange Act of 1934 For the transition period from to_____ Commission file number: 1-10932 INDIVIDUAL INVESTOR GROUP, INC. (Name of Small Business Issuer in its Charter) Delaware 13-3487784 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No) 1633 Broadway, 38th Floor, New York, NY 10019 (Address of Principal Executive Offices) (Zip Code) Issuer's Telephone Number, Including Area Code: (212) 843-2777 Securities registered under Section 12(b) of the Exchange Act: NONE Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Description Method of Filing No. 3.1 Amended and Restated Incorporated by reference Certificate of to Exhibit 3.1 to the Incorporation of Registrant Registrant's Registration Statement on Form S-18 (File No. 33-43551-NY) (the "Form S-18") 3.2 Bylaws of Registrant Incorporated by reference to Exhibit 3.2 to the Form S-18 4.1 Specimen Certificate for Incorporated by reference Common Stock of Registrant to Exhibit 4.1 to the Form S-18 10.1 Indemnification Agreement, Incorporated by reference dated August 19, 1991, to Exhibit 10.1 to the Form between Registrant and Scot S-18 A. Rosenblum 10.2 Indemnification Agreement, Incorporated by reference dated August 19, 1991, to Exhibit 10.2 to the Form between Registrant and S-18 Bruce L. Sokoloff 10.3 Indemnification Agreement, Incorporated by reference dated August 19, 1991, to Exhibit 10.3 to the Form between Registrant and S-18 Jonathan L. Steinberg 10.4 Indemnification Agreement, Incorporated by reference dated August 19, 1991, to Exhibit 10.4 to the Form between Registrant and S-18 Jonathan M. Tisch 10.5 Form of 1991 Stock Option Incorporated by reference Plan of Registrant to Exhibit 10.13 to the Form S-18 10.6 Stock Purchase Agreement, Incorporated by reference dated August 7, 1991, among to Exhibit 10.29 to the Registrant, Jonathan M. Form S-18 Tisch, and Jonathan L. Steinberg 10.7 Units Purchase Agreement Incorporated by reference between Registrant and to Exhibit 10.32 to the Reliance Insurance Company Form S-18 10.8 Trademark License Agreement Incorporated by reference dated June 19, 1992 between to Exhibit 10.25 to the Registrant and the American Form 10-KSB for the year Association of Individual ended December 31, 1992 Investors, Inc. ("1992 Form 10-KSB") 2 10.9 Office Lease, Dated January Incorporated by reference 10, 1994, between 333 7th to Exhibit 10.22 to the Ave. Realty Co. and the Form 10-KSB for the year Registrant ended December 31, 1993 ("1993 Form 10-KSB") 10.10 Stock purchase agreement, Incorporated by reference dated December 1, 1993, to Exhibit 10.23 to the between Bernard Schwartz 1993 Form 10-KSB and the Registrant 10.11 Consulting agreement, dated Incorporated by reference September 24, 1993, with to Exhibit 10.26 to the form of Stock Option 1993 Form 10-KSB Agreement 10.12 Stock Option Agreement, Incorporated by reference dated April 7, 1994, to Exhibit 10.27 to the between Registrant and Form 10-QSB for the quarter Jonathan L. Steinberg ended June 30, 1994 ("1994 Form 10-QSB") 10.13 Employment Agreement, dated Incorporated by reference July 27, 1994, between to Exhibit 10.28 to the Registrant and Robert H. 1994 Form 10-QSB Schmidt 10.14 Indemnification Agreement, Incorporated by reference dated July 27, 1994, to Exhibit 10.30 to the between Registrant and 1994 Form 10-QSB Robert H. Schmidt 10.15 Consulting Agreement, dated Incorporated by reference February 3, 1995, with form to Exhibit 10.32 to the of stock option agreement 1994 Form 10-KSB 10.16 Stock Option Agreement, Incorporated by reference dated June 21, 1995, to Exhibit 10.33 to the between Registrant and 1994 Form 10-KSB Bruce Sokoloff 10.17 Form of Partnership Incorporated by reference Agreement for WisdomTree to Exhibit 10.37 to the Associates, L.P. 1994 Form 10-KSB 10.18 WisdomTree Capital Incorporated by reference Advisors, LLC Agreement to Exhibit 10.38 to the dated November 1, 1995 1994 Form 10-KSB 3 10.19 Agreement between Incorporated by reference WisdomTree Offshore L.T.D, to Exhibit 10.39 to the and WisdomTree Capital 1994 Form 10-KSB Management, Inc. and WisdomTree Capital Advisors, LLC dated December 1, 1995 10.20 Office sublease, dated Incorporated by reference December 8, 1995, between to Exhibit 10.41 to the Porter Novelli, Inc. and 1995 Form 10-KSB the Registrant Office sublease, dated Incorporated by reference 10.21 January 1996 to Exhibit 10.42 to the between VCH Publishers, 1995 Form 10-KSB Inc. and the Registrant 10.22 Form of 1996 Performance Incorporated by reference Equity Plan to Exhibit 10.43 to the 1995 Form 10-KSB 10.23 Form of 1996 Management Incorporated by reference Incentive Plan to Exhibit 4.10 to the Registrant's Registration Statement on Form S-8 (File No. 333-17697) 10.24 Form of 1993 Stock Option Incorporated by reference Plan of Registrant to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (File No. 33 72266) 10.25 Stock Purchase Agreement, Incorporated by reference dated May 1, 1997, for to Exhibit 164,339 shares of the 10.1 to the Form 10-QSB for Company's Common Stock the quarter ended June 30, 1997 10.26 Stock Purchase Agreement, Incorporated by reference dated May 1, 1997, for to Exhibit 164,339 shares of the 10.2 to the Form 10-QSB for Company's Common Stock the quarter ended June 30, 1997 10.27 Stock Purchase Agreement, Incorporated by reference dated June 30, 1997 between to Exhibit Registrant and Wise 10.3 to the Form 10-QSB for Partners L.P the quarter ended June 30, 1997 10.28 Form of Stock Option Incorporated by reference agreement, dated May 9, to Exhibit 1997 between Registrant and 10.4 to the Form 10-QSB for each of Jonathan Steinberg, the quarter ended June 30, Robert Schmidt, Scot 1997 Rosenblum, and Michael Kaplan 4 10.29 Stock Purchase Agreement, Incorporated by reference dated December 31, 1997 to Exhibit 10.6 of the between Registrant and Wise Schedule 13D filed on Partners L.P. behalf of Jonathan L. Steinberg on January 13, 1998 *11 Computation of Loss Per Share *21.1 Subsidiaries of the Registrant *23.1 Consent of Independent Auditors-Deloitte & Touche LLP *23.2 Consent of Independent Auditors-Ernst & Young LLP **27 Financial Data Schedule * Filed previously **Filed herewith 5 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 1, 1998 /s/ Scot A. Rosenblum Scot A. Rosenblum Chief Financial Officer Executive Vice President and Director 6 [ARTICLE] 5 [PERIOD-TYPE] 12-MOS [FISCAL-YEAR-END] 12-31-1997 [PERIOD-END] 12-31-1997 [CASH] 3,533,622 [SECURITIES] 0 [RECEIVABLES] 3,526,992 [ALLOWANCES] (533,693) [INVENTORY] 0 [CURRENT-ASSETS] 6,751,722 [PP&E] 1,211,677 [DEPRECIATION] (655,607) [TOTAL-ASSETS] 12,156,967 [CURRENT-LIABILITIES] 3,240,739 [BONDS] 0 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [COMMON] 71,461 [OTHER-SE] 6,183,638 [TOTAL-LIABILITY-AND-EQUITY] 12,156,967 [SALES] 14,899,741 [TOTAL-REVENUES] 15,450,150 [CGS] 9,672,297 [TOTAL-COSTS] 20,479,781 [OTHER-EXPENSES] 0 [LOSS-PROVISION] 0 [INTEREST-EXPENSE] 0 [INCOME-PRETAX] (4,960,335) [INCOME-TAX] 0 [INCOME-CONTINUING] (4,960,335) [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] (4,960,335) [EPS-PRIMARY] (0.77) [EPS-DILUTED] (0.77)