SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

 X   Annual Report UNDER Section 13 or 15(d) of the  Securities  Exchange Act of
---  1934

For the fiscal year ended:  December 31, 2002
                            -----------------

                                       OR

____ Transition Report UNDER Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

For the transition period from _____to _____

                         Commission file number: 1-10932
                                                 -------

                        INDEX DEVELOPMENT PARTNERS, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer 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)

                                 (212) 742-2277
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

Title of Each Class                Name of Each Exchange on Which Registered
-------------------                -----------------------------------------
     None                                              None

     Securities registered under Section 12(g) of the Act:

                   Common Shares, $.01 par value per share
                   ---------------------------------------
                               (Title of Class)

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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of the  Issuer's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     The Issuer did not record any revenues from  continuing  operations for its
most recent fiscal year.

     As of June 19, 2003,  the  aggregate  market  value of the Issuer'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 Issuer,  was approximately
$778,090.

     As of May 9, 2003,  7,918,552 shares of the Common Stock of the Issuer were
outstanding.

     Transition Small Business Disclosure Format (check one): Yes [___] No [ X ]




                        INDEX DEVELOPMENT PARTNERS, INC.

                         2002 FORM 10-KSB ANNUAL REPORT

                                TABLE OF CONTENTS


SECTION                                                                 PAGE NO.
-------                                                                 --------

PART I
------
Item 1.   Description of Business                                             3
Item 2.   Description of Property                                             6
Item 3.   Legal Proceedings                                                   6
Item 4.   Submission of Matters to a Vote of Security Holders                 6

PART II
-------
Item 5.   Market for Common Equity and Related Stockholder Matters            7

Item 6.   Management's Discussion and Analysis                                9

Item 7.   Consolidated Financial Statements and Supplementary Data            15
Item 8.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                          34

PART III
--------
Item 9.   Directors and Executive Officers of the Issuer                      35
Item 10.  Executive Compensation                                              36
Item 11.  Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   39
Item 12.  Certain Relationships and Related Transactions                      42

PART IV
-------
Item 13   Exhibits, List and Reports on Form 8-K                              43
Item 14   Controls and Procedures                                             46
          Signatures                                                          47

                                       2


PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Introduction

     Index Development  Partners,  Inc.  (formerly known as Individual  Investor
Group,  Inc.) and its  subsidiaries  ("collectively  the Company") has developed
stock  indexes,  including its flagship  brand,  the America's  Fastest  Growing
CompaniesSM  ("AFGC") family of indexes and seeks to  commercially  exploit such
indexes.

     The Company's first stock index, launched in February 1998, is now known as
the America's Fastest Growing  CompaniesSM  SmallCap Index. In the first quarter
of 2001,  the  Company  expanded  its index  offering  with the  launch of three
additional  indexes;  now know as the America's  Fastest GrowingSM MidCap Index,
the America's  Fastest Growing  CompaniesSM  LargeCap  Index,  and the America's
Fastest Growing  CompaniesSM  Total Market Index. The Company has since expanded
its list of  proprietary  indexes  to  include  the  America's  Fastest  Growing
CompaniesSM  SmallCap Value Index,  the America's  Fastest  Growing  CompaniesSM
MidCap Value Index,  the America's  Fastest Growing  CompaniesSM  LargeCap Value
Index,  and the America's  Fastest  Growing  CompaniesSM  Total Value Index.  In
addition, the Company has developed other stock indexes.

     The  Company's  indexes  are based  upon  unique,  proprietary  rules-based
methodologies  developed by the Company.  One  important  characteristic  of the
Company's indexes is that they are rebalanced each quarter,  with  approximately
10% of the  companies  deleted  and  new  companies  added.  The  deletions  and
additions are made according to a proprietary  set of rules.  The rebalancing is
primarily intended to eliminate  companies that have fundamentals  lagging those
of the other index  members and replace  the deleted  companies  with  companies
having exceptional  fundamentals.  In developing its indexes the Company did not
seek to simply create benchmarks for certain market segments,  but rather sought
to develop a set of rules that would attempt to identify companies that might be
expected to have superior  performance.  The Company is proud of the  backtested
performance  results  of its  indexes,  both in terms  of  absolute  return  and
risk-adjusted  return.  Although the backtested  performance  numbers  obviously
cannot assure future  performance,  the Company believes that its data may be of
great interest to potential licensees that would contemplate  creating financial
products  based upon the Company's  "performance  indexes." In January 2002, the
Company  reconstituted its four core indexes using this revised  methodology and
re-launched the indexes on the American Stock  Exchange,  which has been pricing
the indexes and disseminating  their values in real time ever since. The tickers
for  these  four  core  indexes  are  as  follows:   America's  Fastest  Growing
CompaniesSM  SmallCap Index (NDI);  the America's  Fastest  Growing  CompaniesSM
MidCap Index (FGM);  the America's  Fastest Growing  CompaniesSM  LargeCap Index
(FGL); the America's Fastest Growing CompaniesSM Total Market Index (FGT).

     The Company  intends to become the fund sponsor for  exchange-traded  funds
based on the AFGC indexes. To accomplish this, the Company intends to assign the
AFGC  indexes to a third party and take back a perpetual,  exclusive  license to
the indexes, including the right to sublicense to third parties. The Company has
had discussions  with a variety of parties  concerning the potential  assignment
and the Company is currently  negotiating  this  transaction with a third party.
The Company  expects it will complete such a transaction  when and if it obtains
the financing described below. Under this arrangement, the Company would seek to
earn  revenue from any  exploitation  of the AFGC  indexes,  whether done by the
Company  directly  or done by a third  party to whom the  Company  has granted a
sublicense.

                                       3



     The  Company  intends  to  retain  subadvisors  to  perform  all  portfolio
management,  fund administration,  accounting,  custody,  securities lending and
other  operational  activities  relating  to the  funds.  The  Company  will  be
responsible for sales and marketing, regulatory matters and product development.

     The Company  anticipates  it will require  approximately  $8 million to $10
million  in  external  financing  to pursue its  business  plan to become a fund
sponsor.  The Company is currently in  discussions  with  interested  parties to
raise the necessary capital to execute this plan.

     Upon receipt of necessary  regulatory  approval and commencement of trading
of the  Company-sponsored  exchange-traded  funds based on the AFGC indexes, the
Company  would receive  quarterly  advisory fees based on the expense ratio that
its charges for each exchange-traded  fund. Since the Company could have minimal
fixed expenses,  the advisory fees the Company may derive will have a high gross
margin and will scale larger as each  exchange-traded  fund attracts more assets
under management.  In March 2002, the Securities and Exchange Commission granted
a former licensee of the Company's indexes an exemptive order it sought in order
to be allowed to sponsor an exchange-traded fund based upon one of the Company's
AFGC Indexes. Given this precedent, the Company believes that it will be able to
obtain regulatory approval for  exchange-traded  funds it may sponsor based upon
the AFGC family of indexes.  Such an  exchange-traded  fund could only  commence
trading upon the effectiveness of a registration  statement with respect to each
fund.  There is no assurance that the Company will receive  exemptive relief and
have a registration statement declared effective. There also can be no assurance
that, if they did commence  trading,  exchange-traded  funds based upon the AFGC
family of indexes  would  prove  popular or that the  Company  will  receive any
material  amount of revenues  with  respect to the  licenses  described  in this
paragraph.  Moreover, there can be no assurance that the Company will secure the
necessary capital to execute this plan.

Discontinued Operations

     In its annual  report for the year ended  December  31,  2001,  the Company
accounted for the revenues and expenses from its Print Publications operation as
a distinct business segment.  The Print Publications  segment has since become a
discontinued  operation and the financial statements for the year ended December
31,  2001 have been  restated  to conform to the  December  31,  2002  financial
presentation  whereby there are no revenues from  continuing  operations.  Print
Publications  operation  expenses  from the  discontinued  operation  are offset
against  Print  Publications  revenues.  At  such  time as the  Company's  index
operations  may  generate  revenues,  the  Company  expects it will  report such
revenues as being derived from a distinct business segment.

     Print Publications
     ------------------

     In May 2002,  the Company  transferred  the assets of its  remaining  print
publication,  Individual Investor's Special Situations Report newsletter,  to an
unrelated third party,  who assumed the deferred  subscription  liability of the
newsletter.  As a result of the transaction,  the Company discontinued its Print
Publications  operations.  The operating results relating to Print  Publications
operations have been segregated from continuing operations and reported within a
separate line item on the consolidated  statements of operations as discontinued
operations.

     During  parts of 2001,  the  Company  also  published  a monthly  magazine,
Individual  Investor.  In July 2001,  the Company  sold the  subscriber  list of
Individual  Investor  magazine to The  Kiplinger  Washington  Editors,  Inc. and
agreed not to publish a print periodical under the Individual  Investor name for
five years, in exchange for a cash payment of approximately $3.5 million and the
assumption  by  the  purchaser  of  an   approximately   $2.6  million  deferred
subscription  liability,  reflecting a total consideration of approximately $6.1

                                       4


million.  Individual Investor magazine, was (prior to the sale of its subscriber
list in July 2001) a consumer-oriented  monthly investment magazine sold through
subscriptions and at newsstands that offered proprietary research,  analysis and
recommendations,  together  with  commentary  and opinion on  investment  ideas.
Individual  Investor had a total paid  subscriber  and newsstand  circulation of
approximately  500,000  when it was sold.  The Company  recognized a gain on the
sale of the subscriber  list of Individual  Investor  magazine of  approximately
$2.2 million.  The Company  continues to recognize  income in this  discontinued
operation as a result of deferred  consulting revenue and deferred  subscription
revenue in connection with the July 2001 sale of the subscriber list.

     Online Services
     ---------------

     In  November  2001,  the  Company  assigned  to  Telescan,  certain  of the
Company's internet assets, including the domain name www.individualinvestor.com,
in exchange  for the  1,063,531  shares of the  Company's  Common Stock owned by
Telescan.  The Company  subsequently closed the web site  www.shortinterest.com.
The online  operations  of the Company have ceased and the results of operations
report online operations as a discontinued operation.

     A loss of  approximately  $340,000 was recognized in November 2001 upon the
transfer  of the  online  assets  to  Telescan,  primarily  attributable  to the
write-off of (1) computer  equipment  that was written down to an estimated  net
salvage value (2) a web site service and license agreement acquired in 1999 that
was  abandoned as a result of the transfer and (3) accrued  expenses  related to
the online  operation  through the  disposal  date.  No material  expenses  were
incurred or revenues recognized after the disposal date.

     Investment Management Services
     ------------------------------

     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., which served as general partner of
(and is an investor in) a domestic private investment fund.

     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 it
expected  to  occur  until  the  fund  liquidated  its   investments.   A  final
distribution  of the domestic  fund's assets was received in December  2001. The
Company received  approximately  $9,000 in excess of the carrying amount that it
had recorded in 1998 and recorded a gain accordingly.

Employees

     As of June 19, 2003, the Company had three full-time  employees  engaged in
developing  and  seeking  to  exploit  the  Company's  proprietary  indexes  and
performing  administrative services. The Company also utilizes services of other
persons on an independent contractor basis.

Intellectual Property

     The Company believes that respective methodologies of the Company's indexes
constitute  one of the  Company's  core assets and the Company is  committed  to
protecting the value of that intellectual  property.  The Company only discloses
the  methodologies  of its indexes to those  third  parties  that have  executed
confidentiality  agreements and who the Company  believes may be instrumental in
assisting the Company to derive value from its intellectual property.

                                       5


     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 has registered the trademarks  AMERICA'S  FASTEST GROWING  COMPANIES(R),
MAGIC 25(R), INVESTOR  UNIVERSITY(R) and INVESTMENT  UNIVERSITY(R).  The Company
has also filed for registration of ASIA'S FASTEST GROWING COMPANIESSM,  EUROPE'S
FASTEST GROWING  COMPANIESSM and THE WORLD'S FASTEST GROWING COMPANIESSM and has
received  a Notice  of  Allowance  for each of these  marks.  In  addition,  the
Company's  intellectual  property  includes  copyrights  to its former 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.

ITEM 2.  DESCRIPTION OF PROPERTY

     Until April 30, 2003,  the Company  leased  35,000 square feet at 125 Broad
Street, New York, New York for its corporate office. The lease ran through March
31, 2004.  Aggregate  annual rental for this lease was $997,500 plus  escalation
costs. The Company had sublet  approximately  95% of this space to two unrelated
third  parties  through March 31, 2004, at a rental amount in excess of the rent
the Company was paying.  Effective  April 30, 2003, the Company and its landlord
entered into a Partial  Assignment of Lease and  Assignment  of  Subleases,  the
effect of which is that the Company (i) continues to lease  approximately  5% of
its former  space,  with a  corresponding  reduction in base rental  expense (to
approximately $4,400 per month) and security deposit (from $250,000 to $11,770),
and (ii) will be paid by the landlord on a monthly basis  approximately  $9,000,
which is  equal to the  difference  between  the  higher  monthly  payments  the
Company's two former sub-lessors were obligated to pay the Company and the lower
amount that the Company was  obligated to pay the  landlord  with respect to the
formerly sublet space, plus the monthly cost of electricity for the entire space
(which averaged approximately $3,000 per month in 2002).

     The Company also leases  10,000  square feet at its former  location in New
York City,  which space was sublet as of  February  1996 to an  unrelated  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 location, 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.

                                       6




                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     Effective with the Company's  initial public  offering on December 4, 1991,
the  Company's  Common  Stock was quoted on the Nasdaq  SmallCap  Market and the
Boston  Stock  Exchange  under the symbol  "INDI."  On  December  9,  1996,  the
Company's  Common Stock  commenced  trading on the Nasdaq  National  Market.  On
October 4, 2000, the Company's  Nasdaq National Market ticker symbol was changed
to "IIGP."  Effective May 23, 2001, the Company's Common Stock was delisted from
the Nasdaq  National  Market on the grounds 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 the Company did not satisfy the $5,000,000
minimum  market value of public float  requirement  of Nasdaq  Marketplace  Rule
4450(a)(2). From May 23, 2001 until May 23, 2003, the Company's Common Stock was
traded on the NASD OTC Bulletin  Board under the symbol "IXDP." The Common Stock
was removed from the OTC Bulletin  Board on May 23, 2003 because the Company had
failed to file this Form 10-KSB.  On May 23, 2003,  the  Company's  Common Stock
began trading on www.pinksheets.com, an electronic quotation medium sponsored by
Pink Sheets LLC, under the symbol "IXDP."

     The table  below  sets  forth for the  periods  indicated  the high and low
closing sales prices on the Nasdaq  National  Market (prior to May 23, 2001) and
the NASD OTC Bulletin Board (since May 23, 2001) for the Company's Common Stock.

         2002:                            Low ($)         High ($)
         -----                            -------         --------
         First Quarter                    0.055           0.075
         Second Quarter                   0.040           0.070
         Third Quarter                    0.030           0.055
         Fourth Quarter                   0.020           0.190

         2001:                            Low ($)         High ($)
         -----                            -------         --------
         First Quarter                    0.375           1.375
         Second Quarter                   0.21            0.625
         Third Quarter                    0.08            0.29
         Fourth Quarter                   0.05            0.14

     These  amounts  represent  sales between  dealers in securities  and do not
include retail markups, markdowns or commissions.  On May 9, 2003, the last sale
price for the  Company's  Common  Stock,  as reported  by the NASD OTC  Bulletin
Board, was $0.10.

Holders

     On June 19, 2003,  there were 69 holders of record of the Company's  Common
Stock. The Company believes that there are more than 2,500 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

                                       7


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.  The  Company  did not make the  dividend  payment  of
$157,600 that was required on December 31, 2002 and does not presently  have the
resources  to pay this  accrued  dividend.  Until  such time as it is paid,  the
Company is prohibited from paying any dividends or making any  distributions  to
the holders of its Common Stock.

Sales of Unregistered Securities

     The Company made the following sales of unregistered  securities during the
fourth quarter of 2002:





                                                          Consideration Received
                                                            and Description of
                                                          Underwriting or Other      Exemption     If Option, Warrant or
                                                           Discounts to Market          from       Convertible Security,
                                                              Price Afforded        Registration    Terms of Exercise or
   Date of Sale    Title of Security     Number Sold          to Purchasers           Claimed            Conversion
   ------------    -----------------     -----------     -----------------------     --------      ---------------------
                                                                                    
     11/6/02       Options to            130,000         Continued service;          4(2)          Vesting in three
                   purchase common                       Company will also                         equal annual
                   stock granted to                      receive exercise price                    installments on
                   employees                             upon exercise                             first, second and
                                                                                                   third anniversary of
                                                                                                   date of grant, subject
                                                                                                   to continued service;
                                                                                                   exercisable for a
                                                                                                   period of 10 years
                                                                                                   from the date of
                                                                                                   grant at an
                                                                                                   exercise price
                                                                                                   of $0.07 per
                                                                                                   share, the fair
                                                                                                   market value on
                                                                                                   the date of grant.

     11/6/02       Options to            50,000          Continued service;          4(2)          Vesting in two equal
                   purchase common                       Company will also                         installments on
                   stock granted to                      receive exercise price                    12/31/02 and
                   employee                              upon exercise                             3/31/03;  exercisable
                                                                                                   until 3/31/05 at an
                                                                                                   exercise price of
                                                                                                   $0.07 per share,
                                                                                                   the fair market
                                                                                                   value on the date
                                                                                                   of the grant.



                                       8






ITEM 6. 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 6)

     1.  "Forward-looking  Statements."  Certain  parts of this Report  describe
historical  information  (such as operating  results for the year ended December
31, 2002), 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, 2002.
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, 2002,
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,  gross margins and net income or
loss.  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 6 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, 2002 as Compared to the Year Ended  December  31,
2001

     In May 2002,  the Company  transferred  the assets of its  remaining  print
publication,  Individual Investor's Special Situations Report newsletter,  to an
unrelated third party,  who assumed the deferred  subscription  liability of the
newsletter.  As a result of the transaction,  the Company discontinued its Print
Publications  operations.  The operating results relating to Print  Publications
operations have been segregated from continuing operations and reported within a
separate line item on the consolidated  statements of operations as discontinued
operations.

     During the year ended December 31, 2001, the Company's  Print  Publications
operations  published  and marketed  Individual  Investor  magazine,  a personal
finance and investment  magazine,  and Individual  Investor's Special Situations
Report,  a  financial  investment  newsletter.  On July  9,  2001,  the  Company
completed the transactions  (the "Magazine  Sale")  contemplated by an agreement
with The  Kiplinger  Washington  Editors,  Inc.,  the  publisher of  Kiplinger's
Personal  Finance  Magazine  and  discontinued  publishing  Individual  Investor
magazine. During the year ended December 31, 2001, the Company's Online Services

                                       9


operations  operated   www.individualinvestor.com,   certain  assets  of  which,
including  the domain name,  were sold to an  unrelated  third party in November
2001.

     Net Loss from Continuing Operations

     The  Company's  net loss  from  continuing  operations  for the year  ended
December 31, 2002 was  approximately  $0.9 million,  a decrease of approximately
$5.7  million  as  compared  to  a  net  loss  from  continuing   operations  of
approximately $6.6 million in 2001. The decrease in the loss from the prior year
is primarily due to the 2001 writedowns of investments and a decrease in general
and administrative  expenses as a result of downsizing the Company's  operations
following the Magazine Sale and the sale of the Company's online operations.  No
income taxes were provided in 2002 because of the  Company's net operating  loss
carryforwards.  The basic and dilutive net loss from  continuing  operations per
weighted  average  common  share  for the  year  ended  December  31,  2002  was
approximately $0.13 and $0.13,  respectively as compared to a basic and dilutive
loss per weighted average common share of $0.76 and $0.76, respectively, for the
year ended  December  31,  2001.  There were  approximately  21,000 fewer common
shares outstanding at the end of December 2002 as compared to December 31, 2001.

     Operating Revenues

     No revenues were recorded for the year ended  December 31, 2002 or 2001 for
the Company's Index Licensing and Development segment.

     Operating Expenses

     Total  operating  expenses for the year ended  December 31, 2002  decreased
approximately  65%, to  approximately  $1.1 million as compared to approximately
$3.1 million for the year ended December 31, 2001.  The decline is  attributable
primarily to the  reduction  of expenses  following  the  Magazine  Sale and the
discontinuation  of the Online Services  operations.  Operating expenses for the
year ended  December 31, 2002 have been reduced by  approximately  $150,000,  an
amount  received  by the  Company  in the  second  quarter  2002 from a business
assistance program related to the September 11, 2001 disaster.

     General and  administrative  expenses for the year ended  December 31, 2002
decreased  approximately  63%,  to  approximately  $1.0  million as  compared to
approximately $2.7 million, for the year ended December 31, 2001. The decline is
primarily  attributable  to a  reduction  in  corporate  headcount.  General and
administrative  expenses for the year ended  December 31, 2002 have been reduced
by  approximately  $150,000,  an amount  received  by the  Company in the second
quarter 2002 from a business  assistance  program  related to the  September 11,
2001  disaster  offset by  approximately  $100,000 of potential  operating  cost
increases related to the lease of the Company's office space.

     Depreciation and amortization  expense for the year ended December 31, 2002
decreased  approximately  78%,  to  approximately  $0.1  million as  compared to
approximately $0.5 million for the year ended December 31, 2001. The decrease is
primarily  due to the disposal of assets  related to the  Magazine  Sale and the
disposition of furniture and fixtures and computer  equipment in connection with
the subleases that commenced May 2001 and January 2002, respectively.

     Gain on Sale of Furniture and Fixtures

     Gain on sale of furniture and fixtures for the year ended December 31, 2002
of  approximately  $0.1 million  represents  proceeds  received from the sale of
furniture and fixtures and computer equipment during the year.

                                       10


     Gain on Disposition of Investments

     Gain on disposition of investments  for the year ended December 31, 2002 of
approximately $0.2 million represents proceeds from distributions  received as a
result of an investment  that had previously been written off during the quarter
ended  December  31,  2000.  There were no  comparable  gains for the year ended
December 31, 2001.

     Impairment of Investments and Other Assets

     The  Company   recorded   impairment  in  the  third  quarter  of  2001  of
approximately  $2.7 million with respect to its  investments in Tradeworx,  Inc.
(acquired  in May  2000) and  Pricing  Dynamics  Solutions,  Inc.  (acquired  in
February 2000).  The Company  reviewed the operations and financial  position of
these  entities  and  concluded  that it had  incurred  an other than  temporary
decline in the value of its Tradeworx, Inc. and Pricing Dynamics Solutions, Inc.
investments.  The Company  adjusted the carrying  value to estimated fair market
value  and  accordingly  reduced  the  carrying  value  of  its  investments  by
approximately  $2.7  million.  Additionally,  the  Company  recorded  a loss  of
approximately  $0.8 million  during the quarter ended  December 31, 2001, as the
Company  sublet  approximately  95% of its office space to two  unrelated  third
parties and abandoned the space.

     Investment and Other Income

     Investment  and other  income  for the year  ended  December  31,  2002 was
approximately  $13,000 as compared to  approximately  $95,000 for the year ended
December 31, 2001.  The  decreased  amount of  investment  income earned in 2001
compared  to  2000  is  primarily  due to  lower  cash  balances  available  for
investment and a decrease in interest rates.

     Gain from Discontinued Operations

     The Company's gain from discontinued operations for the year ended December
31, 2002 was approximately $1.9 million, a gain of approximately $0.7 million as
compared to a gain from  discontinued  operations of approximately  $1.2 million
for the year ended  December  31,  2001.  The gain from the  discontinued  print
segment for the year ended December 31, 2002 was approximately  $1.6 million,  a
decrease of approximately  $0.5 million as compared to a gain from  discontinued
operations of  approximately  $2.1 million for the year ended December 31, 2001.
The 2002 amount recognizes income in this discontinued  operation as a result of
Individual  Investor's Special Situations Report newsletter in 2002 and deferred
consulting revenue and deferred subscription revenue in connection with the July
2001 Magazine Sale. The amounts for the year ended December 31, 2001 reflect the
net gain on the July 2001 Magazine Sale of $2.2 million and  approximately  $1.7
million of deferred consulting revenue and deferred  subscription revenue earned
in 2001  offset by the loss from the Print  Publication  operation  prior to the
sale.

     The gain from the Online Services  discontinued  segment for the year ended
December 31, 2002 was approximately  $0.4 million,  an increase of approximately
$1.3 million as compared to a loss from the Online Services discontinued segment
of  approximately  $0.9 million for the year ended  December 31, 2001.  The 2002
gain is the adjustment of estimated expenses accrued upon the disposition of the
segment during the year ended December 31, 2001.

     The basic and dilutive net income from discontinued operations per weighted
average  common  share for the year ended  December  31, 2002 was  approximately
$0.24, as compared to approximately $0.14 in 2001.

                                       11


     At December 31, 2002, the remaining  balance of deferred revenue related to
discontinued operations is: deferred non-compete revenue, approximately $87,500,
recognizable  ratably  through  the  second  quarter of 2006;  and net  deferred
subscription  revenue,  approximately  $0.3 million,  recognizable in decreasing
monthly amounts through the second quarter of 2011.

     Net Income (Loss)

     The Company  recorded  net income for the year ended  December  30, 2002 of
approximately  $1.1  million,  as compared to a net loss of  approximately  $5.3
million for the year ended  December 31, 2001.  No income taxes were provided in
2002 due to the net  operating  loss  carryovers or in 2001 due to the net loss.
The basic net income  (loss) per  weighted  average  common  share for the years
ended  December  31,  2002  and  2001  was  approximately   $0.11  and  ($0.62),
respectively.  In 2001 and 2002,  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
anti-dilutive.

     Liquidity and Capital Resources

     As of December 31, 2002, the Company had cash and cash equivalents totaling
approximately  $0.5 million and negative working capital of  approximately  $0.3
million.  Net cash used in operating  activities  during the year ended December
31,  2002 was  approximately  $1.1  million.  Net  cash  provided  by  investing
activities for the year ended December 31, 2002, was approximately $182,000. Net
cash used in financing  activities  for the year ended  December  31, 2002,  was
approximately  $-0-. Net cash provided by  discontinued  operations for the year
ended December 31, 2002, was approximately  $38,000. The Company's cash and cash
equivalents   balance  of  approximately  $0.5  million  at  December  31,  2002
represented a decrease of approximately  $0.8 million from the December 31, 2001
balance.

     The Company's continuing operations are not generating any revenues.

     Over the past two years the Company has had  discussions  with a variety of
parties  concerning  the  potential  license of the  Company's  indexes  for the
creation of financial products.  With one exception,  these discussions have not
resulted in the Company  licensing any of its indexes.  As previously  reported,
the Company had licensed the America's  Fastest Growing  Companies(SM)  Index to
Nuveen Investments for the creation of an  exchange-traded  fund to be sponsored
by Nuveen and based upon that  index.  After  receiving  an  exemptive  order it
sought from the Securities and Exchange Commission to be allowed to sponsor this
fund and  filing  with the SEC a  registration  statement,  Nuveen  did not take
further action to have the registration  statement declared effective nor did it
launch such a fund. As a result, on November 1, 2002, the Company gave notice to
Nuveen that the license was terminated  effective January 30, 2003. There can be
no assurance that the Company will execute licensing  agreements with respect to
its indexes,  that  financial  products  based upon such indexes would enter the
market or that the Company  would derive any material  revenues  with respect to
any such licenses.

     The Company also has had discussions  with a variety of parties  concerning
the  potential  assignment  of  the  Company's  indexes  to a  third  party,  in
connection with which the Company  receiving back a license to sponsor financial
products based upon the indexes and is currently  negotiating such a transaction
with one party.  There can be no assurance  the Company  will  complete any such
transaction or that the Company would be able to successfully  sponsor financial
products based upon the indexes. If the Company were successful in reaching such
an agreement with a third party,  the Company would still need to raise external
financing  of  approximately  $8 million  to $10  million in order to be able to
implement its business plan to sponsor and market these financial products,  and
there can be no assurance  that the Company  would be successful in raising such
financing.

                                       12


     A cash dividend of $157,600 payable on the Company's  outstanding  Series A
Preferred Stock is included in the consolidated balance sheet as of December 31,
2002. The Company contacted the holder prior to the payment date to explain that
the Company would not be making the December 31, 2002 dividend  payment while it
sought the financing it required to implement its business plan.

     If the Company  continues  to defer  payment of the  dividends  accrued and
accruing on the Series A  Preferred  Stock and the  Company  eliminates  certain
expenses within its control by the fourth quarter of 2003, the Company  believes
that its  working  capital  and the amount it is  entitled  to receive  from its
landlord on a monthly basis will be  sufficient  to fund its  presently  limited
operations  and enable it to  continue  to seek  through  December  31, 2003 the
external financing  described above that it needs to implement its business plan
to become a fund sponsor. Beyond that time, in all likelihood, the Company would
need to cease operations if it does not obtain external financing.  There can be
no assurance that the Company would be able to obtain  additional  capital,  nor
can there be assurance  as to the terms upon which the Company  might be able to
obtain additional  capital.  Obtaining any additional  capital could result in a
substantial dilution of an investor's equity investment in the Company.

     Recent Accounting Pronouncements

     In August 2001, the Financial  Accounting  Standards  Board ("FASB") issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 143,  "Accounting for
Asset  Retirement  Obligations,"  which is  effective  in 2003.  It requires the
recording  of an  asset  and a  liability  equal  to the  present  value  of the
estimated  costs  associated  with the  retirement of long-lived  assets where a
legal or contractual  obligation exists. The asset is required to be depreciated
over the life of the related equipment or facility,  and the liability  accreted
each year based on a present  value  interest  rate.  This  standard,  which the
Company  adopted  in 2003,  will not have a  material  effect  on the  Company's
consolidated financial position or results of operations.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." This statement eliminates the automatic  classification of gain or
loss on extinguishment  of debt as an extraordinary  item of income and requires
that such gain or loss be evaluated for extraordinary  classification  under the
criteria  of  Accounting   Principles  Board  No.  30,  "Reporting   Results  of
Operations." This statement also requires sales-leaseback accounting for certain
lease   modifications   that  have   economic   effects   that  are  similar  to
sales-leaseback  transactions,  and makes various other technical corrections to
existing  pronouncements.  This  statement will be effective for the Company for
the year  ending  December  31,  2003,  with  the  effective  date  for  certain
provisions  of SFAS No. 145 being May 15, 2002.  The adoption of this  statement
will not have a  material  effect on our  results  of  operations  or  financial
position or cash flows of the Company.

     In  September  2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs
Associated with Exit or Disposal  Activities." SFAS No. 146 addresses  financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability  Recognition
for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity
(including  Certain  Costs  Incurred  in a  Restructuring)."  The  Statement  is
effective for such activities implemented after January 1, 2003.

     In  November  2002,  the  FASB  issued   Interpretation   No.  ("FIN")  45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of Others." FIN No. 45 elaborates on the
disclosures  to be made by a  guarantor  about  its  obligations  under  certain
guarantees  issued. It also clarifies that a guarantor is required to recognize,
at the  inception  of a  guarantee,  a  liability  for  the  fair  value  of the
obligation  undertaken in issuing the  guarantee.  The initial  recognition  and

                                       13


measurement  provisions of this  Interpretation  apply to  guarantees  issued or
modified  after  December 31, 2002.  The Company has evaluated the impact of the
adoption of FIN 45, and does not  believe it will have a material  impact on the
Company's financial position or results of operations because the Company is not
currently the guarantor of any third party obligations,

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an Amendment of FASB Statement No.
123," to provide alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation.  In
addition,  this Statement amends the disclosure  requirements of SFAS No. 123 to
require prominent  disclosures in both annual and interim  financial  statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method used on reported  results.  We have adopted the  disclosure
requirements of SFAS No. 148 as of December 31, 2002. We account for stock-based
employee  compensation  arrangements in accordance with provisions of Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees,"  and comply  with the  disclosure  provisions  of SFAS No.  123,  as
amended.  Under  APB  Opinion  No.  25,  compensation  expense  is  based on the
difference, if any, on the date of grant, between the quoted market price of our
stock and the exercise price.

     On January 17, 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities." FIN No. 46 addresses  consolidation of entities that are not
controllable  through voting  interests or in which the equity  investors do not
bear the residual economic risks and rewards.  These entities have been commonly
referred to as special purpose entities.  The  Interpretation  provides guidance
related to identifying  variable interest entities and determining  whether such
entities  should be  consolidated.  It also  provides  guidance  related  to the
initial and subsequent  measurement of assets,  liabilities  and  noncontrolling
interests  in  newly  consolidated   variable  interest  entities  and  requires
disclosures for both the primary  beneficiary of a variable  interest entity and
other  beneficiaries of the entity.  The Company will adopt the provision of FIN
No. 46  effective  January 1, 2003 but does not  believe it will have a material
impact on the  Company's  financial  position  or results of  operations  as the
Company does not have any involvement with variable interest entities.

     In April 2003,  the FASB issued SFAS No. 149,  "Amendments of Statement 133
on  Derivative  Instruments  and  Hedging  Activities."  SFAS No. 149 amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities under SFAS No. 133,  "Accounting for Derivative  Instruments
and Hedging  Activities." This Statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging  relationships  designated after
June 30, 2003.  The Company does not believe the adoption of this  standard will
have a  material  impact on the  Company's  financial  position  or  results  of
operations.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments with Characteristics of both Liabilities and Equity" This
statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  It  requires  that an issuer  classify a financial  instrument  that is
within its scope as a  liability  (or an asset in some  circumstances).  Many of
those  instruments  were  previously  classified  as equity.  This  statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15, 2003.  This standard,  which the Company will adopt in
2003,  will not have a material effect on the Company's  consolidated  financial
position or results of operations.

                                       14




ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                          Page
                                                                          ----
  Independent Auditors' Report                                            16

  Consolidated Balance Sheet as of December 31, 2002                      17

  Consolidated Statements of Operations for the Years
  Ended December 31, 2002 and 2001                                        18

  Consolidated Statements of Stockholders' Equity (Deficit)
  for the Years Ended December 31, 2002 and 2001                          19

  Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2002 and 2001                                              20

  Notes to Consolidated Financial Statements                              21






                                       15



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Index Development Partners, Inc.
New York, New York

We have audited the accompanying consolidated balance sheet of Index Development
Partners,  Inc.  (the  "Company")  as of  December  31,  2002,  and the  related
consolidated statements of operations,  stockholders' equity (deficit), and cash
flows for the years ended December 31, 2002 and 2001. 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  financial  statements  present  fairly,  in all material
respects,  the  financial  position of the Company at December  31, 2002 and the
results of its  operations  and its cash flows for the years ended  December 31,
2002 and 2001, in conformity with accounting  principles  generally  accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company's  recurring  losses  from  operations  and
stockholders'  capital  deficiency raise  substantial doubt about its ability to
continue as a going concern.  Management's  plans  concerning  these matters are
also  described  in  Note  1.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

DELOITTE & TOUCHE LLP
New York, New York
June 25, 2003

                                       16

                        INDEX DEVELOPMENT PARTNERS, INC.
                           CONSOLIDATED BALANCE SHEET


                                                                           

                                                                         December 31,
ASSETS                                                                       2002
                                                                      -------------------
Current assets:
      Cash and cash equivalents                                                $ 460,798
      Prepaid expenses and other current assets                                   62,218
                                                                      -------------------
                      Total current assets                                       523,016

Property and equipment - net                                                      90,961
Security deposits                                                                285,942
Other assets                                                                     299,292
                                                                      -------------------
                      Total assets                                           $ 1,199,211
                                                                      ===================

 LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
      Accounts payable                                                         $ 351,647
      Accrued expenses                                                           228,460
      Accrued preferred stock dividend                                           157,600
      Deferred consulting fees and non compete                                    87,500
                                                                      -------------------
                      Total current liabilities                                  825,207

Deferred subscription revenue                                                    624,964
                                                                      -------------------
                      Total liabilities                                        1,450,171
                                                                      -------------------


Stockholders' Deficit
      Preferred stock, $.01 par value, authorized 2,000,000 shares,
        7,880 issued and outstanding                                                  79
      Common stock, $.01 par value; authorized 40,000,000
         shares, 7,894,552, issued and outstanding                                78,946
      Additional paid-in capital                                              33,410,579
      Warrants                                                                   770,842
      Accumulated deficit                                                    (34,511,406)
                                                                      -------------------
                      Total stockholders' deficit                               (250,960)
                                                                      -------------------

                      Total liabilities and stockholders' deficit            $ 1,199,211
                                                                      ===================



See Notes to Consolidated Finanical Statements

                                       17


                        INDEX DEVELOPMENT PARTNERS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                             

                                                              Year Ended December 31,
                                                           2002                   2001
                                                      ----------------       ----------------

Operating expenses:
      General and administrative                            $ 997,822            $ 2,666,450
      Depreciation and amortization                           103,545                468,159
                                                      ----------------       ----------------
      Total operating expenses                              1,101,367              3,134,609
                                                      ----------------       ----------------

      Gain on sale of furniture and fixtures                   70,871                      -

      Gain on disposition of investments                      151,980                      -

      Impairment of investments and other assets                    -             (3,530,268)
                                                      ----------------       ----------------

      Operating loss from continuing operations              (878,516)            (6,664,877)

      Investment and other income                              12,771                 95,296

                                                      ----------------       ----------------
      Net loss from continuing operations                    (865,745)            (6,569,581)
                                                      ----------------       ----------------

Discontinued operations
   Gain from print operations  (includes $ 69,499           1,593,737             2,104,078
   of gain in 2002 and $2,175,497 of gain in 2001
   with repect to the sale of print publications)
   Gain (loss) from online operations (includes               335,941               (867,853)
   $340,445  of loss on sale of online operations      ----------------       ----------------
   in 2001)
   Gain from discontinued operations                         1,929,678              1,236,225
                                                      ----------------       ----------------



Net income (loss)                                         $ 1,063,933           $ (5,333,356)
                                                      ================       ================


Basic and dilutive income (loss) per common share:
Continuing operations                                          ($0.13)                ($0.76)
Discontinued operations                                         $0.24                  $0.14
                                                      ----------------       ----------------
Net basic and dilutive income (loss) per share                  $0.11                 ($0.62)
                                                      ================       ================

Average number of common shares used in computing
      basic and dilutive income (loss) per common share     7,897,988              8,887,631


See Notes to Consolidated Financial Statements



                                       18



                        INDEX DEVELOPMENT PARTNERS, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                               
                                                                            Year Ended December 31,
                                                                         2002                       2001
                                                                  -------------------        -------------------
Cash flows from operating activities:
Net income (loss)                                                        $ 1,063,933               $ (5,333,356)
Reconciliation of net income (loss)  to net cash used in
operating activities:
      Gain from discontinued operations                                   (1,929,678)                (1,236,225)
      Loss on impairment of investments and other assets                           -                  3,530,268
      Gain on sale of furniture and fixtures
                   and investments                                          (222,851)                         -
      Depreciation and amortization                                          103,545                    468,159
      Stock option and warrant transactions                                   (7,574)                   (73,708)
      Changes in operating assets and liabilities:
        (Increase) decrease in:
           Prepaid expenses and other current assets                          93,511                    515,874
           Security deposits                                                  86,604                      3,035
       Increase (decrease) in:
           Accounts payable and accrued expenses                            (238,938)                   796,434
                                                                  -------------------        -------------------
      Net cash used in operating activities                               (1,051,448)                (1,329,519)
                                                                  -------------------        -------------------

Cash flows from investing activities:
Purchase of property and equipment                                           (40,543)                  (512,490)
Proceeds from sale of investments                                            151,980                          -
Net proceeds from sale of assets                                              70,871                          -
                                                                  -------------------        -------------------
      Net cash provided by (used in) investing activities                    182,308                   (512,490)
                                                                  -------------------        -------------------

Cash flows from financing activities:
Preferred stock dividends                                                          -                   (157,600)
                                                                  -------------------        -------------------
      Net cash (used in) financing activities                                      -                   (157,600)
                                                                  -------------------        -------------------

Net cash provided by (used in) discontinued operations                        38,494                 (1,403,423)
                                                                  -------------------        -------------------

Net decrease in cash and cash equivalents                                   (830,646)                (3,403,032)
Cash and cash equivalents, beginning of period                             1,291,444                 $4,694,476
                                                                  -------------------        -------------------

Cash and cash equivalents, end of period                                   $ 460,798                $ 1,291,444
                                                                  ===================        ===================



See Notes to Consolidated Financial Statements


                                       19


                        INDEX DEVELOPMENT PARTNERS, INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY (DEFICIT)


                                                                                                  

                              Preferred Stock    Common Stock
                              ------------------------------------   Additional
                              Shares     Par     Shares       Par     Paid-in                Deferred    Accumulated
                              Issued    Value    Issued      Value    Capital    Warrants   Compensation   Deficit        Total
------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2000    7,880     $79    8,972,886    $89,729  $33,576,719  $872,052   ($29,490)   ($29,926,783)   $4,582,306

Stock option and
 warrant transactions          -        -           -          -         (77,070) (101,210)    38,190         -            (140,090)

Repurchase and
cancellation of common stock   -        -     (1,063,531)   (10,635)     (85,082)      -          -           -             (95,718)

Cancellation of
common stock (restricted)      -        -        (22,803)      (228)      (5,033)      -          -           -              (5,261)

Issuance of common
stock (restricted)             -        -         29,000        290       12,760       -      (13,050)        -                 -

Net loss                       -        -           -           -             -        -          -        (5,333,356)   (5,333,356)

Preferred stock dividends      -        -           -           -             -        -          -          (157,600)     (157,600)

------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001    7,880     79     7,915,552     79,156   33,422,294   770,842     (4,350)    (35,417,739)   (1,149,718)

Amortization of
deferred compensation          -        -           -           -             -        -        2,925          -              2,925

Cancellation of
common stock (restricted)      -        -        (21,000)      (210)     (11,715)      -        1,425          -            (10,500)

Net income                     -        -           -           -             -        -          -          1,063,933    1,063,933

Preferred stock dividends      -        -           -           -             -        -          -           (157,600)    (157,600)

------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002    7,880    $79     7,894,552    $78,946  $33,410,579   $770,842    $ 0       $ (34,511,406)  $ (250,960)
====================================================================================================================================


                 See Notes to Consolidated Financial Statements



                                     20




                INDEX DEVELOPMENT PARTNERS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     Index Development Partners,  Inc. and its subsidiaries  (collectively,  the
"Company")  has developed  several  stock indexes that it seeks to  commercially
exploit by becoming  the fund  sponsor for  exchange-traded  funds based on such
indexes.  Until 2002,  the Company  also  published a  semi-monthly  newsletter,
Individual  Investor's  Special  Situations  Report.  During  part of 2001,  the
Company also published  Individual Investor magazine, a monthly personal finance
magazine and operated certain websites and reported its operating results in two
distinct  business  segments:  Print  Publications and Online Services.  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 included  individualinvestor.com  and, between
approximately November 1998 and September 2000, InsiderTrader.com.  In September
2000, the Company sold  InsiderTrader.com  and Ticker  magazine to two different
parties in two  unrelated  transactions.  In July  2001,  the  Company  sold the
subscriber list of and discontinued publishing Individual Investor magazine (see
Note  4).  In  November  2001,  the  Company  sold  certain  assets  related  to
individualinvestor.com   and  subsequently   discontinued  its  Online  Services
operations  (see  Note  4).  As  a  result  of  these  transactions,  the  Print
Publications   and  Online  Services   segments  are  reported  as  discontinued
operations for all periods.

     The Company's  continuing  operations are not generating any revenues.  The
Company's recurring losses from operations and stockholders'  capital deficiency
raise  substantial  doubt about its ability to continue as a going concern.  The
Company has had discussions  with a variety of parties  concerning the potential
assignment of the Company's  indexes to a third party,  in connection with which
the Company  receiving back a license to sponsor  financial  products based upon
the indexes and is  currently  negotiating  such a  transaction  with one party.
There can be no assurance the Company will complete any such transaction or that
the Company would be able to successfully  sponsor financial products based upon
the indexes. If the Company were successful in reaching such an agreement with a
third party,  the Company would still need to raise external  financing in order
to be able to implement its business plan to sponsor and market these  financial
products,  and there can be no assurance that the Company would be successful in
raising such financing.

     A cash dividend of $157,600 payable on the Company's  outstanding  Series A
Preferred Stock is included in the consolidated balance sheet as of December 31,
2002. The Company contacted the holder prior to the payment date to explain that
the Company would not be making the December 31, 2002 dividend  payment while it
sought the financing it required to implement its business plan.

     The accompanying  financial statements have been prepared assuming that the
Company will continue as a going concern.  Management's  plans  concerning these
matters are also included in the preceding paragraphs.  The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

     If the Company continues to defer payment of the cash dividends accrued and
accruing on the Series A  Preferred  Stock and the  Company  eliminates  certain
expenses within its control by the fourth quarter of 2003, the Company  believes
that its  working  capital  and the amount it is  entitled  to receive  from its
landlord on a monthly basis will be  sufficient  to fund its  presently  limited
operations  and enable it to  continue  to seek  through  December  31, 2003 the
external financing  described above that it needs to implement its business plan
to become a fund sponsor. Beyond that time, in all likelihood, the Company would
need to cease operations if it does not obtain external financing.  There can be
no assurance that the Company would be able to obtain  additional  capital,  nor

                                       21


can there be assurance  as to the terms upon which the Company  might be able to
obtain additional  capital.  Obtaining any additional  capital could result in a
substantial dilution of an investor's equity investment in the Company.

     Principles of Consolidation - The consolidated financial statements include
the  accounts  of  Index  Development  Partners,   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. All of these subsidiaries are inactive and, with the exception of
WisdomTree  Capital  Management,  Inc.,  have been dissolved by  proclamation in
their various states of incorporation.

     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  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
original average maturities of 30 days or less.

     Impairment  of  Long-Lived  Assets --  Long-lived  assets are  reviewed for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of the  asset  may not be  recoverable.  In  such  situations,
long-lived  assets are  considered  impaired  when  estimated  future cash flows
(undiscounted and without interest charges)  resulting from the use of the asset
and its eventual disposition are less than the asset's carrying amount.

     Stock-Based  Compensation -- The Company accounts for stock-based  employee
compensation  arrangements  in accordance with the provisions of ("APB") Opinion
No. 25,  "Accounting  for Stock  Issued to  Employees,"  and  complies  with the
disclosure  provisions SFAS No. 123, "Accounting for Stock-Based  Compensation."
Under APB Opinion No. 25,  compensation  expense is based on the difference,  if
any, on the date of grant,  between  the quoted  market  price of the  Company's
stock and the exercise price.  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.  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.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an Amendment of FASB Statement No.
123," to provide alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation.  In
addition, this statement amends the disclosure requirements of Statement No. 123

                                       22


to require prominent disclosures in both annual and interim financial statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method used on reported results.

     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 2002 and 2001, respectively: risk-free interest
rates of 4.75% and 5.4%, respectively; volatility factors of the expected market
price  of  the  Company's  common  stock  of  71%  and  124%,  respectively;   a
weighted-average expected life of the options of 5 years; and a dividend rate of
0% for both years.  The weighted  average option fair value at date of grant was
$0.04 and $0.53 during 2002 and 2001, respectively.

     The following  table  illustrates the effect on net loss and loss per share
if the Company had applied the fair value recognition provisions of SFAS No. 123
to stock-based employee compensation:




                                                                                    Year Ended December 31,
                                                                       ------------------------------------------------
                                                                                                     
                                                                               2002                        2001
                                                                               ----                        ----

Net income (losses)                                                          $1,063,933                 $(5,333,356)

Deduct total stock-based employee compensation expense determined
    under fair value based method for all awards, net of related tax
    effects                                                                    (258,484)                   (334,683)
                                                                             -----------                ------------

    Pro forma net earnings (losses)                                          $   805,449                $(5,668,039)
                                                                             ===========                ============
Net income (loss) per share

    As reported: Basic and Diluted                                           $      0.11                    ($ 0.62)

    Pro forma: Basic and Diluted                                             $      0.08                    ($ 0.66)



     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 pro forma  disclosures  regarding the fair value of stock
options  granted in 2002 and 2001.  Actual results could differ  materially from
those estimates.

     Recent Accounting Pronouncements - In August 2001, the Financial Accounting
Standards  Board  ("FASB")  issued  Statement of Financial  Accounting  Standard
("SFAS")  No.  143,  "Accounting  for Asset  Retirement  Obligations,"  which is
effective in 2003. It requires the  recording of an asset and a liability  equal
to the present value of the estimated  costs  associated  with the retirement of
long-lived assets where a legal or contractual  obligation  exists. The asset is
required to be depreciated  over the life of the related  equipment or facility,
and the liability  accreted each year based on a present  value  interest  rate.
This  standard,  which the  Company  adopted  in 2003,  will not have a material
effect  on  the  Company's   consolidated   financial  position  or  results  of
operations.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44,and  64,   Amendment  of  FASB   Statement  No.  13,  and  Technical
Corrections." This statement eliminates the automatic  classification of gain or
loss on extinguishment  of debt as an extraordinary  item of income and requires

                                       23


that such gain or loss be evaluated for extraordinary  classification  under the
criteria  of  Accounting   Principles  Board  No.  30,  "Reporting   Results  of
Operations." This statement also requires sales-leaseback accounting for certain
lease   modifications   that  have   economic   effects   that  are  similar  to
sales-leaseback  transactions,  and makes various other technical corrections to
existing  pronouncements.  This  statement will be effective for the Company for
the year  ending  December  31,  2003,  with  the  effective  date  for  certain
provisions  of SFAS No. 145 being May 15, 2002.  The adoption of this  statement
will not have a  material  effect on our  results  of  operations  or  financial
position or cash flows of the Company.

     In  September  2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs
Associated with Exit or Disposal  Activities." SFAS No. 146 addresses  financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability  Recognition
for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity
(including  Certain  Costs  Incurred  in a  Restructuring)."  The  Statement  is
effective for such activities implemented after January 1, 2003.

     In  November  2002,  the  FASB  issued   Interpretation   No.  ("FIN")  45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of Others." FIN No. 45 elaborates on the
disclosures  to be made by a  guarantor  about  its  obligations  under  certain
guarantees  issued. It also clarifies that a guarantor is required to recognize,
at the  inception  of a  guarantee,  a  liability  for  the  fair  value  of the
obligation  undertaken in issuing the  guarantee.  The initial  recognition  and
measurement  provisions of this  Interpretation  apply to  guarantees  issued or
modified  after  December 31, 2002.  The Company has evaluated the impact of the
adoption of FIN 45, and does not  believe it will have a material  impact on the
Company's  consolidated  financial position or results of operations because the
Company is not currently the guarantor of any third party obligations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an Amendment of FASB Statement No.
123," to provide alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation.  In
addition,  this Statement amends the disclosure  requirements of SFAS No. 123 to
require prominent  disclosures in both annual and interim  financial  statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method used on reported  results.  We have adopted the  disclosure
requirements of SFAS No. 148 as of December 31, 2002. We account for stock-based
employee  compensation  arrangements in accordance with provisions of Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees,"  and comply  with the  disclosure  provisions  of SFAS No.  123,  as
amended.  Under  APB  Opinion  No.  25,  compensation  expense  is  based on the
difference, if any, on the date of grant, between the quoted market price of our
stock and the exercise price.

     On January 17, 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities." FIN No. 46 addresses  consolidation of entities that are not
controllable  through voting  interests or in which the equity  investors do not
bear the residual economic risks and rewards.  These entities have been commonly
referred to as special purpose entities.  The  Interpretation  provides guidance
related to identifying  variable interest entities and determining  whether such
entities  should be  consolidated.  It also  provides  guidance  related  to the
initial and subsequent  measurement of assets,  liabilities  and  noncontrolling
interests  in  newly  consolidated   variable  interest  entities  and  requires
disclosures for both the primary  beneficiary of a variable  interest entity and
other  beneficiaries of the entity.  The Company will adopt the provision of FIN
No. 46  effective  January 1, 2003 but does not  believe it will have a material
impact on the  Company's  financial  position  or results of  operations  as the
Company does not have any involvement with variable interest entities.

     In April 2003,  the FASB issued SFAS No. 149,  "Amendments of Statement 133
on  Derivative  Instruments  and  Hedging  Activities."  SFAS No. 149 amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities under SFAS No. 133,  "Accounting for Derivative  Instruments

                                       24


and Hedging  Activities." This Statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging  relationships  designated after
June 30, 2003.  The Company does not believe the adoption of this  standard will
have a  material  impact on the  Company's  financial  position  or  results  of
operations.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial  Instruments with Characteristics of both Liabilities and Equity" This
statement  establishes  standards  for how an  issuer  classifies  and  measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  It  requires  that an issuer  classify a financial  instrument  that is
within its scope as a  liability  (or an asset in some  circumstances).  Many of
those  instruments  were  previously  classified  as equity.  This  statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15, 2003.  This standard,  which the Company will adopt in
2003,  will not have a material effect on the Company's  consolidated  financial
position or results of operations.

2.   NAME CHANGE

     In April  2002,  the Board of  Directors  authorized  an  amendment  to the
Company's  certificate of  incorporation  to change the Company's name to "Index
Development  Partners,  Inc.," subject to stockholder  approval at the Company's
annual  meeting  held on June 18, 2002.  At the annual  meeting,  the  Company's
stockholders  approved  the  name  change,  which  became  effective  that  day.
Effective  June 26, 2002,  the  Company's  common stock began trading on the OTC
Bulletin Board under the symbol "IXDP."

     The Company's sole focus is on the development and licensing of proprietary
stock indexes,  including the America's Fastest Growing  Companies(SM) family of
stock indexes.  The Company therefore  believed it was appropriate to change its
name to Index Development  Partners,  Inc., to align its corporate name with its
current mission.

3.   INVESTMENTS

     On June 2, 1999, the Company,  Kirlin  Holding Corp  ("Kirlin") and Venture
Highway, Inc. (at the time a wholly-owned subsidiary of Kirlin), entered into an
agreement  pursuant to which the Company acquired 19.9% of the  then-outstanding
shares of common stock.  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 year ended December 31, 2000, the Company reduced the carrying
value of its investments in Venture Highway by  approximately  $2.6 million,  to
zero. During the year ended December 31, 2002 the Company received distributions
from Venture Highway of approximately $141,000. This amount has been recorded as
a gain on  disposition  of  investments.  The  Company  has not  accrued for any
additional recoveries and will record such amounts, if any, when received.

     Also  during the year ended  December  31,  2002,  the  Company  received a
distribution from the domestic investment fund it formerly managed.  The Company
recorded a gain of $10,980 in connection with this distribution.

     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  ended  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.

                                       25


     The Company reviewed the operations and financial position of Tradeworx and
concluded  in the third  quarter  of 2001  that it had  incurred  an other  than
temporary decline in the value of its Tradeworx investment. The Company adjusted
the carrying  value to estimated fair market value and  accordingly  reduced the
carrying  value of its  investment  in Tradeworx by  approximately  $1.1 million
during the third quarter ended September 30, 2001.

     On February  23, 2000,  the Company and Pricing  Dynamics  Solutions,  Inc.
("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 ended
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.

     During the quarter ended  September 30, 2001 the Company became aware of an
other than temporary decline in the value of its Pricing Dynamics investment and
adjusted the carrying  value to estimated  fair market value.  Accordingly,  the
Company  reduced the carrying  value of its  investments by  approximately  $1.5
million during the third quarter ended September 30, 2001.

4.   DISCONTINUED OPERATIONS

     On May 17, 2002, the Company sold Horizon Publishing  Company  ("Horizon"),
an unrelated third party, assets related to the Company's Individual  Investor's
Special  Situations Report newsletter  ("SSR") and Horizon agreed to provide SSR
subscribers  with one or more  Horizon  investment  related  newsletters,  at no
additional  cost to SSR  subscribers,  for the number of issues of SSR that such
subscribers have paid for but have not been served,  representing  approximately
$0.1 million of deferred  subscription  liability of the Company.  In connection
with this transaction,  the Company discontinued publication of SSR. As a result
of the transaction,  the Company discontinued its Print Publications operations.
The  operating  results  relating  to Print  Publications  operations  have been
segregated from  continuing  operations and reported within a separate line item
on  the  consolidated   condensed   statements  of  operations  as  discontinued
operations.

     In November 2001, the Company  assigned to Telescan,  Inc.,  certain of the
Company's internet assets, including the domain name www.individualinvestor.com,
in exchange  for the  1,063,531  shares of the  Company's  Common Stock owned by
Telescan  and  the  Company   subsequently   discontinued  its  Online  Services
operations.  The operating  results relating to Online Services  operations have
been segregated from continuing  operations and reported as a separate line item
on the consolidated statements of operations as discontinued operations.

     On July 9, 2001,  the Company  completed the  transactions  (the  "Magazine
Sale") contemplated by an agreement  ("Agreement") with The Kiplinger Washington
Editors,  Inc.  ("Kiplinger"),  the publisher of  Kiplinger's  Personal  Finance
Magazine ("KPFM").  Pursuant to the Agreement,  the Company, among other things,
sold to Kiplinger  the  subscriber  list to the  Company's  Individual  Investor
magazine  ("II");  agreed,  until July 9, 2006, not to use the name  "Individual
Investor" for print  periodical  publishing or list rental  purposes,  except in
connection with the Company's  Individual  Investor's  Special Situations Report
newsletter; and agreed to provide certain consulting services to Kiplinger until
July 9, 2002. In return,  Kiplinger  agreed to provide II subscribers with KPFM,
at no  additional  cost to II  subscribers,  for the number of issues of II that
such  subscribers  have  paid  for  but  have  not  been  served,   representing
approximately  $2.6 million of deferred  subscription  liability of the Company;
and paid the  Company  $3.5  million  in cash,  a portion of which was placed in
escrow to secure certain obligations.

                                       26


     The gain (loss) from  discontinued  operations  consisted of the  following
components:

  PRINT PUBLICATIONS
                                              2002                  2001
                                              ----                  ----
     Revenues and other income              $ 1,550,637          $ 5,929,994
                                        ------------------     ----------------
     Gain (loss) from operations              1,524,238              (71,419)
     Gain from disposal                          69,499            2,175,497
                                        ------------------     ----------------
              Total                         $ 1,593,737          $ 2,104,078
                                        ==================     ================

  ONLINE SERVICES

                                              2002                  2001
                                              ----                  ----
     Revenues and other income              $        --          $ 1,256,331
                                        ------------------     ----------------
     Gain (loss) from operations                335,941             (527,408)
     Loss from disposal                              --             (340,445)
                                        ------------------     ----------------
              Total                         $   335,941          $  (867,853)
                                        ==================     ================

     Net  current  assets at  December  31,  2002 and 2001  related to the Print
Publications   discontinued   operation  are   approximately  $0  and  $251,000,
respectively.  Net current  liabilities at December 31, 2002 and 2001 related to
the Print Operations are approximately $295,000 and $643,000,  respectively. Net
current liabilities at December 31, 2002 and 2001 related to the Online Services
discontinued operation are approximately $36,000 and $336,000, respectively.

     Deferred  subscription  revenue, net of amounts recoverable from purchasers
of print operations  recorded in other assets, of approximately  $0.3 million is
recognizable in decreasing monthly amounts through the second quarter of 2011.

5.   PROPERTY AND EQUIPMENT

                                                                 December 31,
                                                                     2002
                                                              ------------------
                Equipment                                            $283,071
                Furniture and fixtures                                 62,119
                Leasehold improvements                                168,378
                                                              ------------------
                                                                      513,568
                Less: accumulated depreciation
                   and amortization                                  (422,607)
                                                              ------------------
                                                                     $ 90,961
                                                              ==================

     Upon the completion of the sublease  arrangements for office space in 2001,
the Company  abandoned the leasehold  improvements  related to the sublet space.
Approximately, $0.9 million was recognized as a loss upon the abandonment of the
leasehold and has been included in the recorded  impairment of  investments  and
other assets in 2001.

6.   ACCRUED EXPENSES

                                                             December 31,
                                                                 2002
                                                         ---------------------
                Accrued operating expenses                     $ 99,530
                Accrued professional fees                        65,500
                Prepaid sublease rentals                         52,048
                Other                                            11,382
                                                         ---------------------
                                                                $228,460
                                                         =====================
                                       27


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 2002 and 2001.

     Lease  Agreements - The Company  leases office space in New York City under
an  operating  lease that expires on March 31,  2004.  In May 2001,  the Company
commenced  a  sublease  of a  portion  of its  headquarters  office  space to an
unrelated  third party and in January  2002 the Company  commenced a sublease of
another portion of it headquarters  office space to a different  unrelated third
party.  Effective  April 30, 2003,  the Company and its landlord  entered into a
Partial Assignment of Lease and Assignment of Subleases,  the effect of which is
that the Company (i)  continues to lease  approximately  5% of its former space,
with a corresponding  reduction in base rental expense, and (ii) will be paid by
the landlord on a monthly basis approximately $9,000, an amount that is equal to
the  difference  between the higher  monthly  payments the  Company's two former
sub-lessors  were  obligated  to pay the Company  and the lower  amount that the
Company was  obligated to pay the landlord  with respect to the formerly  sublet
space,  plus  the cost of  electricity  for the  entire  space  (which  averaged
approximately  $3,000 per month in 2002).  The Company also subleases its former
office  space in New York City under an operating  lease that  expires  March 1,
2005.  All of the above leases and  subleases  provide for  escalation  of lease
payments as well as real estate tax increases.  Rent expense for the years ended
December  31, 2002 and 2001 was  approximately  $0.1  million and $1.2  million,
respectively.  Future  minimum  lease  payments  and  related  sublease  rentals
receivable with respect to non-cancelable  operating leases are approximately as
follows:


                          Future Minimum                Rents Receivable
       Year              Rental Payments                 Under Sublease
       ----          ------------------------     --------------------------
   2003                      $589,000                      $610,000
   2004                       300,000                       303,000
   2005                        36,000                        35,000
   Thereafter                       0                             0
                     ------------------------     --------------------------
            Total            $925,000                      $948,000
                     ========================     ==========================


     The Company had an outstanding  letter of credit totaling  $250,000 related
to the security  deposit for the Company's New York City corporate office space.
The Company had  received  letters of credit  from its  sublease  tenants in the
aggregate  amount of  approximately  $145,000.  Effective  April 30,  2003,  the
Company's  security  deposit was reduced to $11,770 and the Company  transferred
the letters of credit from its subtenants to its landlord.

                                       28


8.   INCOME TAXES

     The Company has available net operating loss carryforwards ("NOL") totaling
approximately $24.0 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.  Then Company's NOL expire at differing  amounts between January
1,  2003  through  2021.  The  Company  also  has  an  unrealized  tax  loss  of
approximately  $5.8 million  related to the impairment of its  investments  (see
Note 3).  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,  2002 and  2001,  respectively,  are
presented below:




                                                                2002                                2001
                                                                ----                                ----
                                                                                   
Deferred tax assets:
   Net operating loss carryforwards                          10,600,000                  $       10,822,000
   Unrealized tax loss                                        2,604,000                           2,473,000
    Deferred revenues                                           202,000                             625,000
    Net fixed assets                                            578,000                             290,000
   Other                                                              -                             254,000
                                                    -----------------------------       -----------------------------
   Total                                                     13,984,000                          14,464,000
Deferred tax liabilities:                                             -                                   -
                                                    -----------------------------       -----------------------------
                                                             13,984,000                          14,464,000
Less: valuation allowance                                    13,984,000                          14,464,000
                                                    -----------------------------       -----------------------------
Net deferred tax asset                              $                 -                  $                -
                                                    =============================       =============================


     The provision  for income taxes from  continuing  operations  for the years
ended  December 31, 2002 and 2001,  respectively,  is different  than the amount
computed  using  the  applicable  statutory  Federal  income  tax rate  with the
difference summarized below:




                                                                       2002                               2001
                                                                       ----                               ----
                                                                                        
Hypothetical income tax benefit
   at the US Federal statutory rate                                 ($303,000)                         ($2,299,353)
Hypothetical State and local income taxes benefit,
   less US Federal income tax benefit                                 (87,000)                            (447,000)
Permanent differences                                                   1,000                              118,000
Unrealized tax loss                                                         -                            1,286,000
Net operating loss benefit not recognized                             389,000                            1,272,353
                                                          -------------------------------     -----------------------------
                                                          $                 -                 $                  -
                                                          ===============================     =============================


9.   STOCK OPTIONS

     In April 2002,  the Company's  board of directors  and its chief  executive
officer, Jonathan Steinberg, agreed that between April 16, 2002 and December 31,
2002, Mr.  Steinberg would receive no cash salary and instead would be granted a
ten-year  option to purchase the Company's  Common Stock at an exercise price of
$0.05 per share (the fair  market  value of the Common  Stock on the date of the
grant), vesting in bimonthly installments.  Pursuant to that agreement, in April
2002, Mr. Steinberg was granted such an option for an aggregate of approximately
3.6 million shares,  vesting  bimonthly  between April 30, 2002 and December 31,
2002, in installments of between approximately  208,000-216,000 shares. Together
with a similar  grant to another  employee in lieu of foregoing a portion of his
salary,  the  total  number of  options  granted  to  employees  during  2002 is
3,893,985 options. On July 31, 2002, the Company granted a director an option to
purchase  30,000  shares of the Company's  common stock at an exercise  price of
$0.04 per share.

                                       29


     In May 2001,  the Stock Option  Committee,  pursuant to the Company's  2000
Performance  Equity Plan,  awarded  223,000  shares of  authorized  but unissued
Common  Stock in the  aggregate to certain  employees  subject to the terms of a
restricted stock  agreement.  194,000 of these shares were cancelled during 2001
and an additional  21,000 were  cancelled in March 2002 upon the  termination of
employment of the respective employees.  The restriction period on the remaining
shares expired in May 2002.

     The Company has six stock option  plans:  the 1991 Stock  Option Plan,  the
1993 Stock Option Plan, the 1996  Performance  Equity Plan, the 1996  Management
Incentive  Plan;  the 2000  Performance  Equity Plan ("2000  Plan") and the 2001
Performance  Equity Plan ("2001 Plan")  (collectively,  the "Plans").  Under the
Plans,  the Company  can issue a maximum of  4,200,000  shares of Common  Stock.
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 of the stock at the date of grant;  options granted  pursuant to the other
Plans may have,  but to date have not had,  exercise  prices  less than the fair
market value at the date of grant.

     In addition to the Plans,  the  Company has options  outstanding  that were
granted outside of the Plans. These options were granted at fair market value at
the date of grant and expire at various dates through November, 2012.

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




                                             2002                                      2001
                                             ----                                      ----
                                                    Weighted
                                                     Average                               Weighted Average
                                   Options        Exercise Price             Options        Exercise Price
                                   -------        --------------             -------        --------------
                                                                                
Options outstanding,
   January 1                       1,330,501            $1.37              1,291,043              $2.90
Granted                              319,693            $0.06              1,109,000              $0.46
Exercised                                                - -                 (62,697)              - -
Canceled                            (682,001)           $1.66             (1,006,845)             $2.41
                             -------------------                       -------------------
Balance, December 31                 968,193            $0.63              1,330,501              $1.37
                             ===================                       ===================



     Options  exercisable  under  the  Plans at  December  31,  2002  and  2001,
respectively,  were  475,692 and  457,876,  respectively,  at  weighted  average
exercise  prices of $0.92,  and $2.71,  respectively.  At December  31, 2002 and
2001,  respectively,  options available for grant under the Plans were 1,380,655
and  2,020,347,  respectively,  while total shares of Common Stock  reserved for
future issuances under the Plans were 2,348,848 and 3,350,848, respectively.

     In  April  2001,  the  Company's  board  of  directors  approved  the  2001
Performance  Equity Plan ("2001 Plan"). The 2001 Plan covers 1,000,000 shares of
the Company's  common stock, and is similar to the Company's 1993, 1996 and 2000
Plans,  except  that  incentive  options  may not be granted  since  shareholder
approval for the 2001 Plan will not be obtained within one year of its adoption.
The Company's stock option committee will administer the 2001 Plan.

                                       30



     Options granted outside of the Plans are as follows:




                                                2002                                 2001
                                                ----                                 ----
                                                       Weighted                            Weighted
                                                       Average                              Average
                                     Options        Exercise Price       Options        Exercise Price
                                     -------        --------------       -------        --------------
                                                                            
Options outstanding,
January 1                            1,498,650            $2.59        1,658,150              $2.73
Granted                              3,604,292            $0.05          130,000              $0.45
Exercised                                    -             -                   -               -
Canceled                              (728,650)           $5.37         (289,500)             $2.45
                                 -----------------                   ----------------
Balance, December 31                 4,374,292            $0.39        1,498,650              $2.59
                                 =================                   ================


     Options  granted  outside the Plans that were  exercisable  at December 31,
2002 and 2001,  respectively,  were 4,334,292 and 1,358,5650,  respectively,  at
weighted average exercise prices of $0.39 and $2.79, respectively.

     The  following  table  summarizes  information  about total  stock  options
outstanding at December 31, 2002:




                                           Options Outstanding                               Options Exercisable
                                           -------------------                               -------------------

                            Number         Weighted-Average                               Number
  Range of Exercise     Outstanding at         Remaining         Weighted-Average     Exercisable at     Weighted-Average
        Prices            12/31/2002       Contractual Life       Exercise Price        12/31/2002        Exercise Price
        ------            ----------       ----------------       --------------        ----------        --------------
                                                                                           
$0.4062- $1.250           5,158,985               8.09                  $0.25            4,628,984              $0.24
$2.00-$4.00                 153,500               2.21                  $2.17              151,000              $2.16
$4.25-$4.4375                30,000               6.95                  $4.44               30,000              $4.44
                        ----------------                                            -------------------
                          5,342,485               7.60                  $0.43            4,809,984              $0.44
                        ================                                            ===================


10.  STOCKHOLDERS' EQUITY

     Cancellation of Common Stock - In connection with the November 2001 sale of
certain  assets by the  Company to  Telescan,  Inc.,  the  Company  received  as
consideration  1,063,531 shares of the Company's Common Stock, which represented
100% of Telescan's  shareholdings  of Company  Common Stock on that date.  These
shares were retired by the Company and are part of the  authorized  but unissued
shares.

     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
conversion price of the Series A Preferred Stock was 17% higher than the closing
price of the Company's Common Stock ($1.81) on the last trading day prior to the
execution of the Stock Purchase Agreements. 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

                                       31


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, 2002,  7,880 shares of Series A Preferred  Stock
remained  outstanding.  These shares of Series A Preferred Stock are convertible
into 743,396 shares of Common Stock.

     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.  During 2001,  30,000 of the warrants  issued in
1999 were cancelled and the remaining  15,000 may be exercised at any time until
November 28, 2004.

     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. This warrant may be exercised at any time until August 10, 2003.

     Since 2000, there has been no issuance or cancellation of warrants.

11.  NET INCOME (LOSS) PER COMMON SHARE

     Basic net income  (loss) per common  share is computed by dividing  the net
income (loss),  after deducting  dividends on cumulative  convertible  preferred
stock,  by the weighted  average  number of shares of Common  Stock  outstanding
during the period.  Diluted net income (loss) per common 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. In 2001
and  2002,  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  basic  net  income  (loss)   applicable  to  common
shareholders is as follows:




                                                                                 2002                              2001
                                                                                 ----                              ----
                                                                                                  
         Net loss from continuing operations                                  ($ 865,745)                      ($6,569,581)
         Preferred stock dividends                                              (157,600)                         (157,600)
                                                                      ----------------------------      ----------------------------
         Net loss from continuing operations applicable to common             (1,023,345)
             shareholders                                                                                       (6,727,181)
         Income from discontinued operations                                   1,929,678                         1,236,225
                                                                      ----------------------------      ----------------------------
         Net income (loss) applicable to common shareholders                    $906,333                       ($5,490,956)
                                                                      ============================      ============================


     The  reconciliation  of the number of shares used in calculating net income
(loss) applicable to common shareholders is as follows:



                                                                         2002                             2001
                                                                         ----                             ----
                                                                                         
Balance January 1,                                                     7,915,552                        8,972,886
Repurchase and cancellation of common stock                                                              (203,965)
Cancellation of restricted shares                                        (17,564)                         (24,255)
Issuance of restricted shares                                                                             142,965
                                                              ---------------------------      ----------------------------
Balance December 31,                                                   7,897,988                        8,887,631
                                                              ===========================      ============================


                                       32


12.  SUPPLEMENTARY  INFORMATION  -  SELECTED  QUARTERLY  DATA  (Unaudited)

                2002 Quarters




                                                              1st              2nd              3rd             4th
                                                        -------------    --------------    ------------     ------------
                                                                                                
Revenues                                                $     -          $         -       $        -       $        -
Operating expenses                                            385,240           116,880         347,672          251,575
Gain on sale of assets                                         70,713
Gain on disposition investments                                84,926                                             67,054
                                                        ---------------- ---------------- ---------------- ---------------
Operating loss from continuing operations                    (229,601)         (116,880)       (347,672)        (184,363)
Investment and other income                                     4,837             3,366           2,964            1,604
                                                        ---------------- ---------------- ---------------- ---------------
Net loss from continuing operations                          (224,764)         (113,514)       (344,708)        (182,759)
Gain from discontinued operations                             474,334           497,045         569,568          388,731

Net income                                              $     249,570    $      383,531   $     224,860    $     205,972
                                                        ================ ================ ================ ===============

Basic and dilutive income (loss) per common share:
Continuing operations                                   $       (0.03)   $        (0.02)  $       (0.05)   $       (0.03)
Discontinued operations                                 $        0.06    $         0.06   $        0.07    $        0.05
                                                        ---------------- ---------------- ---------------- ---------------
Net income per share                                    $        0.03    $         0.04   $        0.02    $        0.02
                                                        ================ ================ ================ ===============

Average number of common shares used in
   in computing loss per common share                       7,927,485         7,894,552       7,894,552        7,894,552

                2001 Quarters

                                                              1st              2nd              3rd               4th
                                                        -------------    --------------   ------------     ------------
Revenues                                                $         -      $          -     $       -        $        -
Operating expenses                                          1,107,306           798,951         571,022         657,329
Gain on sale of assets                                            -                 -            20,355               -
Impairment of investment                                          -                 -        (2,678,546)       (851,722)
                                                        ---------------- ----------------- --------------- ---------------
Operating loss                                             (1,107,306)         (798,951)     (3,229,213)     (1,509,051)
Investment and other income                                    52,419            15,855          19,214           7,808
                                                        ---------------- ---------------- ---------------- ---------------
Net loss from continuing operations                        (1,054,887)         (783,096)     (3,209,999)     (1,521,599)
Gain (loss) from discontinued operations                     (600,283)       (1,554,513)       2,482,247        908,774

Net loss                                                $  (1,655,170)   $   (2,337,609)   $    (727,752)  $   (612,825)
                                                        ================ ================ ================ ===============

Basic and dilutive income (loss) per common share:
Continuing operations                                   $       (0.12)   $        (0.09)   $        (0.37) $      (0.19)
Discontinued operations                                 $       (0.07)   $        (0.17)   $         0.28  $       0.11
                                                        ---------------- ---------------- ---------------- ---------------

Net loss per share                                      $       (0.19)   $        (0.26)   $        (0.09) $      (0.08)
                                                        ================ ================ ================ ===============

Average number of common shares used in
   in computing loss per common share                       8,972,672         9,093,775         8,909,661     8,380,657



     The above tables have been  reclassified for the effects of SFAS No. 144 on
discontinued operations.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     None.

                                       33



                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER.

     As of May 9, 2003, the Company's directors and executive officers and their
ages and positions are as follows:

               Name                 Age                   Position
               ----                 ---                   --------
     Jonathan L. Steinberg          38             Chairman of the Board
                                                   and Chief Executive Officer

     S. Christopher Meigher III     56             Director

     E. Drake Mosier                35             Director

     Peter M. Ziemba                45             Director

     Jonathan L. Steinberg founded the Company and has served as Chairman of the
Board of Directors and Chief  Executive  Officer since October 1988. From August
1986 to August 1988, Mr. Steinberg was employed as an analyst in the Mergers and
Acquisitions Department of Bear, Stearns & Co. Inc., an investment banking firm.

     S.  Christopher  Meigher III has served as a director of the Company  since
June 1998.  Mr.  Meigher has served as Chairman and Chief  Executive  Officer of
Quest Media,  LLC, a magazine  publisher,  since March 2000.  From November 1992
until February 2000, Mr. Meigher served as Chairman, Chief Executive Officer and
General Partner of Meigher  Communications,  L.P., a magazine  publisher.  Prior
thereto,  Mr.  Meigher  was  employed  by Time Inc.  for 23 years and  served in
numerous senior  management  positions,  including  serving as President of Time
Inc.'s New York Magazine Division from 1990 to 1992.

     E. Drake  Mosier has served as a director  of the  Company  since  December
1999. In January 1995, Mr. Mosier founded 401k Forum,  Inc., the  predecessor to
mPower, Inc., which provides online, institutional quality investment advice for
non-high net worth retail  investors.  From August 1995 until November 1999, Mr.
Mosier served as Chairman of the Board of Directors and Chief Executive  Officer
and since  November  1999 has  served as Vice  Chairman  of  mPower,  Inc.  From
November 1999 to July 2001, Mr. Mosier served as Chairman of the Board and Chief
Executive  Officer of mPower Europe,  Ltd. Prior to founding mPower,  Mr. Mosier
worked at Salomon Smith Barney, Inc. designing and managing institutional 401(k)
plans. Since July 2001, Mr. Mosier has been a private equity investor.

     Peter M. Ziemba has served as a director  of the  Company  since June 1996.
Mr. Ziemba is an attorney and has been a partner of the law firm Graubard Miller
for more than five years and has been employed there since 1982. Graubard Miller
is our outside general counsel.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's officers, directors and persons who beneficially own more than ten
percent of a registered class of the Company's equity  securities  ("ten-percent
stockholders")  to file reports of ownership  and changes in ownership  with the
Securities  and  Exchange  Commission.   Officers,   directors  and  ten-percent
stockholders also are required to furnish the Company with copies of all Section
16(a)  forms they file.  Based  solely on its review of the copies of such forms
furnished  to it,  and  written  representations  that  no  other  reports  were
required,  the Company  believes that during its fiscal year ended  December 31,
2002, all its officers, directors and ten-percent stockholders complied with the

                                       34


Section 16(a) reporting  requirements,  except that S.  Christopher  Meigher III
filed one Form 4 late, which Form 4 reported one transaction.

ITEM 10. EXECUTIVE COMPENSATION.

     The following table sets forth the  compensation for the three fiscal years
ended  December 31,  2002,  2001 and 2000,  for the  Company's  Chief  Executive
Officer and each other executive officers whose  compensation  exceeded $100,000
for the fiscal year ended December 31, 2002.




----------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
--------------------------------------- ------- --------------------------- ------------------------------------------
     Name and Principal Position         Year      Annual Compensation               Long-Term Compensation
--------------------------------------- ------- --------------------------- ------------------- ----------------------
                                                 Salary ($)     Bonus ($)       Number of             All Other
                                                                               Options (#)          Compensation ($)
--------------------------------------- ------- --------------- ----------- ------------------- ----------------------
                                                                                 
Jonathan L. Steinberg                   2002        68,240(1)       -          3,604,292(1)               -
    Chairman of the Board and Chief     2001       230,000          -            420,000                  -
    Executive Officer                   2000       230,000          -               -                     -
--------------------------------------- ------- --------------- ----------- ------------------- ----------------------

Gregory E. Barton                       2002       159,338            -                                   -
    Former President, Chief Financial   2001       200,000      62,500(2)         50,000                  -
    Officer, General Counsel and        2000       200,000      62,500(2)        325,000                  -
    Secretary                                                                       -
--------------------------------------- ------- --------------- ----------- ------------------- ----------------------


(1)  In April 2002, the Company's  board of directors and Mr.  Steinberg  agreed
     that between  April 16, 2002 and December 31,  2002,  Mr.  Steinberg  would
     receive no cash  salary and instead  would be granted a ten-year  option to
     purchase the Company's Common Stock at an exercise price of $0.05 per share
     (the fair market value of the Common  Stock on the date of the grant).  The
     option had a Black-Scholes  value (calculated on the April 2002 grant date)
     equal to the amount of cash salary that Mr. Steinberg  otherwise would have
     received.

(2)  In 2000, Mr. Barton was awarded a bonus of $125,000 for services  performed
     for the Company and as an incentive for continued  employment.  One-half of
     the bonus was paid in 2000 and one-half was earned and paid in April 2001.

Compensation Arrangements for Current Executive Officers

     Jonathan L.  Steinberg  does not have a written  employment  agreement  and
since 1997,  with the  exception  noted  below,  he has  received an annual base
salary of $230,000.  In April 2002,  the  Company's  board of directors  and Mr.
Steinberg  agreed  that  between  April 16,  2002 and  December  31,  2002,  Mr.
Steinberg  would  receive no cash salary and instead would be granted a ten-year
option to purchase the Company's  Common Stock at an exercise price of $0.05 per
share  (the fair  market  value of the Common  Stock on the date of the  grant),
vesting  in  bimonthly  installments,  each  installment  of which  would have a
Black-Scholes  value  (calculated  on the April  2002 grant  date)  equal to the
amount of cash salary that Mr. Steinberg otherwise would have received. Pursuant
to that agreement, in April 2002 Mr. Steinberg was granted such an option for an
aggregate of approximately  3.6 million shares,  vesting bimonthly between April
30,  2002 and  December  31,  2002,  in  installments  of between  approximately
208,000-216,000  shares.  The  average  consideration  per  option  the  Company
received  (i.e.,  the amount of salary the Company saved) by granting the option
was slightly above $0.045.  In the event that any such option is exercised,  the
average consideration per share the Company will receive would be slightly above
$0.095  (the sum of the  approximately  $0.045 in saved  salary,  plus the $0.05

                                       35


exercise  price the  Company  would  receive) - an amount  that is more than 90%
greater than the fair market value of the Common Stock on the date of grant.

     The Company  employed  Gregory E. Barton  pursuant to a written  employment
agreement,  which did not have a specific term of employment, and which provided
for an annual base salary of $200,000.  In November 2002, Mr. Barton  terminated
his employment and accepted employment with an unrelated third party.

Director Compensation

     Directors receive no cash compensation for their services to the Company as
directors,  but are reimbursed  for all  reasonable  costs incurred in attending
meetings of the board of directors.  Pursuant to the 1996 Plan (defined  below),
directors who are not employees of the Company receive automatic grants of stock
options  upon  their  election  or  appointment  as a  director  and  upon  each
re-election  as a  director.  Each stock  option is for 30,000  shares of Common
Stock and vests at the rate of 10,000  shares of Common  Stock per year after an
equal period of service,  and once vested,  remain  exercisable  until the tenth
anniversary of the date of grant unless the director ceases to be a director for
reason other than death, in which case a shorter exercise period may apply. Each
option is  exercisable  per share at the fair market value per share on the date
of grant.  Notwithstanding the foregoing,  if the director eligible for an award
of a stock  option  is  re-elected  as a  director  and has not yet  served as a
director of the  Company for a term of three full years,  the award of the stock
option will be modified  as  follows:  (A) the number of shares of Common  Stock
that may be acquired under the stock option will be reduced to (1) 20,000 shares
of Common Stock if the  director  has served as a director  more than two years,
but less than three years, (2) 10,000 shares of Common Stock if the director has
served as a director more than one year, but less than two years, and (3) if the
director  has served less than one year as a director,  no stock  option will be
awarded;  and (B) the stock  option will be  exercisable  by the  director as to
10,000 shares of Common Stock on each of the second and third  anniversaries  of
his re-election or  re-appointment  as a director if the stock option represents
the right to acquire  20,000 shares of Common Stock and the stock option will be
exercisable  by the  director as to 10,000  shares of Common  Stock on the third
anniversary  of his  re-election  or  re-appointment  as a director if the stock
option  represents the right to acquire 10,000 shares of Common Stock.  In 1999,
the shares of Common Stock  reserved under the 1996 Plan were fully utilized and
the Company  continued this  compensation  structure outside of the 1996 Plan in
connection with the appointment of E. Drake Mosier as a director.

     In May 2001, the board of directors  approved a special,  one time grant to
the Company's non-employee directors. Options to purchase 30,000 shares, vesting
in three equal  installments  of 10,000 shares on May 14 in 2001,  2002 and 2003
were granted to Messrs. Meigher, Mosier, Sokoloff and Ziemba. Additional options
to purchase 10,000 shares vesting  immediately were granted to Mr. Meigher.  The
exercise  price of all of these  options were equal to the fair market value per
share on the date of grant.

                                       36



Option Grants

     The following table sets forth the stock options granted in the last fiscal
year to the Company's executive officers identified in the Summary  Compensation
Table above.




-----------------------------------------------------------------------------------------------------------
                                   OPTIONS GRANTED IN LAST FISCAL YEAR
------------------------------- ------------------ ---------------- ------------------- -------------------
                                    Number of           Total
                                   Securities          Options
                                   Underlying        Granted to
                                 Options Granted    Employees in      Exercise Price        Expiration
      Name of Executive                (#)         Fiscal Year (%)    Per Share ($)            Date
------------------------------- ------------------ ---------------- ------------------- -------------------
                                                                            
Jonathan L. Steinberg                   3,604,292        93.3              0.05               4/2/12
------------------------------- ------------------ ---------------- ------------------- -------------------
Gregory E. Barton                          50,000         1.3              0.07              3/31/05
------------------------------- ------------------ ---------------- ------------------- -------------------



     The  following  table  sets  forth the  fiscal  year end  option  values of
outstanding  options at December 31, 2002 and the dollar  value of  unexercised,
in-the-money  options  for our  executive  officers  identified  in the  Summary
Compensation table above.




----------------------------------------------------------------------------------------------------------------------
                    AGGREGATED FISCAL YEAR END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------
           Name                    Number of Securities Underlying         Dollar Value of Unexercised in-the-Money
                               Unexercised Options at Fiscal Year End            Options at Fiscal Year End(1)
---------------------------- --------------------- ---------------------- --------------------- ----------------------
                               Exercisable (#)       Unexercisable (#)      Exercisable ($)       Unexercisable ($)
---------------------------- --------------------- ---------------------- --------------------- ----------------------
                                                                                    
Jonathan L. Steinberg               4,389,292              315,000                288,343                     0
---------------------------- --------------------- ---------------------- --------------------- ----------------------
Gregory E. Barton                      25,000               25,000                  1,500                 1,500
---------------------------- --------------------- ---------------------- --------------------- ----------------------



(1)  These values are based on the difference  between the closing sale price of
     the Common Stock on December  31, 2002  ($0.13) and the exercise  prices of
     the options.

Stock Option Plans

     1991 Stock Option Plan

     In 1991,  the  Company  adopted the 1991 Stock  Option  Plan ("1991  Plan")
covering  200,000  shares  of  Common  Stock  pursuant  to which  the  Company's
officers,  directors  and key  employees  are  eligible to receive  incentive or
non-qualified  stock options.  The 1991 Plan, which expired in October 2001 (and
therefore no further options may be granted under this plan), is administered by
our stock option  committee  pursuant to the powers delegated to it by the board
of directors.  To the extent permitted under the express  provisions of the 1991
Plan,  the stock option  committee  has  authority to determine the selection of
participants,  allotment of shares,  price,  and other conditions of purchase of
options  and  administration  of the 1991 Plan in order to  attract  and  retain
persons instrumental to our success.

1993 Stock Option Plan

     In 1993,  the  Company  adopted the 1993 Stock  Option  Plan ("1993  Plan")
covering  500,000  shares  of  Common  Stock  pursuant  to which  the  Company's
officers,  directors,  key  employees  and  consultants  are eligible to receive

                                       37


incentive or non-qualified stock options, stock appreciation rights,  restricted
stock awards, deferred stock, stock reload options and other stock based awards.
The 1993 Plan will  terminate  at such time as no further  awards may be granted
and awards granted are no longer  outstanding,  provided that incentive  options
may only be granted until  February 16, 2003. The 1993 Plan is  administered  by
the stock option  committee  pursuant to the powers delegated to it by the board
of directors. To the extent permitted under the provisions of the 1993 Plan, the
stock option committee has authority to determine the selection of participants,
allotment  of shares,  price,  and other  conditions  of  purchase of awards and
administration  of the  1993  Plan  in  order  to  attract  and  retain  persons
instrumental to the Company's success.

1996 Performance Equity Plan

     In 1996, the Company adopted the 1996 Performance Equity Plan ("1996 Plan")
covering  1,000,000  shares of Common Stock,  which is similar to the 1993 Plan,
except that incentive options may only be granted until March 18, 2006. The 1996
Plan is  administered  by the stock  option  committee  pursuant  to the  powers
delegated to it by the board of directors.

1996 Management Incentive Plan

     In 1996, the Company  adopted the 1996  Management  Incentive Plan covering
500,000  shares of Common Stock,  pursuant to which the Company's  executives or
those of the  Company's  subsidiaries  are  eligible  to  receive  incentive  or
non-qualified stock options, stock appreciation rights, restricted stock awards,
deferred  stock,  stock  related  options  and other  stock  based  awards.  The
Management  Incentive  Plan will terminate at such time as no further awards may
be granted and awards granted are no longer outstanding, provided that incentive
options  may only be granted  until  November  4, 2006.  The board of  directors
administers the Management Incentive Plan.

2000 Performance Equity Plan

     In 2000, the Company adopted the 2000 Performance Equity Plan ("2000 Plan")
covering 1,000,000 shares of Common Stock, which is similar to the 1993 and 1996
Plans,  except that  incentive  options may only be granted until June 21, 2010.
The 2000 Plan is  administered  by the stock  option  committee  pursuant to the
powers delegated to it by the board of directors.

2001 Performance Equity Plan

     In April 2001, the Company adopted the 2001 Performance  Equity Plan ("2001
Plan"). The 2001 Plan covers 1,000,000 shares of Common Stock, and is similar to
our 1993, 1996 and 2000 Plans,  except that incentive options may not be granted
since shareholder approval for the 2001 Plan was not obtained within one year of
its  adoption.  The 2001  Plan is  administered  by the stock  option  committee
pursuant to the powers delegated to it by the board of directors.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

     The  following  table sets forth certain  information  as of June 19, 2003,
with respect to the Common Stock  ownership of (i) those persons or groups known
to beneficially own more than 5% of the Company's voting  securities,  (ii) each
director  and  director-nominee  of the Company,  (iii) each  current  executive
officer whose  compensation  exceeded $100,000 in the 2002 fiscal year, and (iv)
all current directors and executive officers of the Company as a group.

                                       38




                                                       Amount and Nature of                Percent of Class
Name of Beneficial Owner                              Beneficial Ownership(1)            of Voting Securities
------------------------                             ------------------------          ------------------------
                                                                                 
Jonathan L. Steinberg                                           5,339,302(2)                     43.0%

American Financial Group, Inc.                                    743,396(3)                      8.6%

Reliance Insurance Company                                        666,666(4)                      8.4%

Saul P. Steinberg                                                 621,424(5)                      7.9%

S. Christopher Meigher III                                         90,000(6)                      1.1%

Peter M. Ziemba                                                    80,000(7)                      1.0%

E. Drake Mosier 60,000(8) *

Gregory E. Barton                                                 50,000 (9)                      *

All directors and executive                                    5,569,302(10)                    44.1%
   officers as a group (4 persons)
---------------------


*        Less than 1%.

(1)  Beneficial  ownership is determined in accordance with Rule 13d-3 under the
     Securities   Exchange  Act  of  1934.   The   information   concerning  the
     stockholders  is based upon  information  furnished  to the Company by such
     stockholders.  Except as otherwise  indicated,  all of the shares of Common
     Stock are owned of record and beneficially and the persons  identified have
     sole  voting  and  investment  power with  respect  thereto.

(2)  Includes  4,494,292  shares of Common Stock  issuable  upon the exercise of
     presently  exercisable  options.  Does not include 210,000 shares of Common
     Stock issuable upon exercise of options that are not currently  exercisable
     and that will not become  exercisable within the next 60 days. The business
     address of Jonathan L. Steinberg is 125 Broad Street, 14th Floor, New York,
     New York 10004.

(3)  Represents 7,880 shares of 10% Series A Preferred Stock that is convertible
     into  743,396  shares of the  Company's  Common  Stock  for which  American
     Financial Group, Inc. shares investment power with Carl H. Lindner, Carl H.
     Lindner III, S. Craig Lindner and Keith E. Lindner. The business address of
     American Financial Group, Inc. is One East Fourth Street, Cincinnati,  Ohio
     45202. Information is derived from a Schedule 13G filed with the Securities
     and Exchange Commission on January 27, 2003.

(4)  Represents  666,666  shares of Common  Stock  owned by  Reliance  Insurance
     Company. According to an Amendment to Schedule 13D filed on March 28, 2000,
     Reliance  Financial  Services  Corporation  ("Reliance  Financial")  is the
     direct  parent  company of  Reliance  Insurance  Company,  and in turn is a
     wholly-owned   subsidiary  of  Reliance  Group  Holdings,  Inc.  ("Reliance
     Group"),  and Reliance  Financial has sole voting and investment power over
     these shares.  This Amendment  states that the business address of Reliance
     Financial is 55 East 52nd Street,  New York, New York 10055.  However,  the
     Company  is  aware  that  Reliance   Insurance   Company  currently  is  in
     liquidation  by an  agency  of  the  Commonwealth  of  Pennsylvania  and it
     presumes that the liquidator has sole voting and investment  power over the
     shares held by Reliance Insurance Company.

                                       39


(5)  Share  information  is derived from an Amendment to Schedule 13D filed with
     the  Securities  and Exchange  Commission  on March 28, 2000.  The business
     address of Saul P.  Steinberg is 200 East 62nd Street,  New York,  New York
     10021.

(6)  Represents  90,000  shares of Common  Stock  issuable  upon the exercise of
     presently  exercisable  options.  Does not include  10,000 shares of Common
     Stock issuable upon exercise of options that are not currently  exercisable
     and that will not become exercisable within the next 60 days.

(7)  Represents  80,000  shares of Common  Stock  issuable  upon the exercise of
     presently exercisable options. (8) Represents 60,000 shares of Common Stock
     issuable upon the exercise of presently exercisable options. (9) Represents
     50,000  shares of Common  Stock  issuable  upon the  exercise of  presently
     exercisable  options.  (10)  Includes  4,724,292  shares  of  Common  Stock
     issuable upon the exercise of options presently  exercisable or exercisable
     within the next 60 days.  Does not include  230,000  shares of Common Stock
     issuable upon  exercise of options,  which are not  exercisable  within the
     next 60 days.

Securities Authorized for Issuance Under Equity Compensation Plans

     The  following  table sets forth certain  information  at December 31, 2002
with respect to our equity  compensation  plans that provide for the issuance of
options, warrants or rights to purchase our securities.




-------------------------- ---------------------------- -------------------------- ------------------------------------
                                                                                     Number of Securities Remaining
                           Number of Securities to be       Weighted-Average          Available for Future Issuance
                             Issued upon Exercise of        Exercise Price of        under Equity Compensation Plans
                              Outstanding Options,        Outstanding Options,     (excluding securities reflected in
      Plan Category            Warrants and Rights         Warrants and Rights              the first column)
-------------------------- ---------------------------- -------------------------- ------------------------------------
                                                                          
Equity Compensation                     968,193                   $0.63                         1,380,655
Plans Approved by
Security Holders
-------------------------- ---------------------------- -------------------------- ------------------------------------
Equity Compensation                   4,689,292                   $0.39                          870,000
Plans Not Approved by
Security Holders (1)-(8)
-------------------------- ---------------------------- -------------------------- ------------------------------------


(1)  On April 7, 1994, the Company  granted to its Chief Executive  Officer,  in
     connection with his ongoing employment, 500,000 ten-year options outside of
     the Company's  stockholder-approved  equity compensation plans,  250,000 of
     which had an exercise  price of $4.9375 per share,  125,000 of which had an
     exercise  price of $6.65  per share and  125,000  of which had an  exercise
     price of $7.50 per share.  The exercise  price of all of these  options was
     amended in November 1998 to be $1.25 per share. No portion of these options
     had been exercised as of December 31, 2001.

(2)  On June 23,  1995,  the  Company  granted to its Chief  Executive  Officer,
     then-President and then-Chief  Financial Officer,  in connection with their
     ongoing   employment,   ten-year   options   outside   of   the   Company's
     stockholder-approved   equity  compensation  plans,  of  which  there  were
     outstanding at December 31, 2001 183,334  options with an exercise price of
     $5.75 per share. As a result of subsequent  agreements  between the company
     and the optionees,  103,334 of these options  expired in September 2002 and
     the exercise  price of 80,000 of these options was amended in November 1998
     to be $1.25 per share.

                                       40


(3)  On December 15, 1998, the Company granted to its then-financial advisor, in
     connection with its provision of financial advisory  services,  a five-year
     warrant to purchase  300,000  shares of the  Company's  common  stock at an
     exercise  price of $2.15625 per share.  No portion of this warrant had been
     exercised as of December 31, 2001.

(4)  On  December  23,  1998,  the  Company  granted to one of its  non-employee
     directors in connection  with his services as a director an option expiring
     in June 2005 for 30,000  shares with an exercise  price of $2.00 per share,
     in exchange  for  cancellation  of an existing  30,000 share option held by
     such director.  No portion of this option had been exercised as of December
     31, 2001.

(5)  On November 29, 1999, the Company granted to its then-financial advisor, in
     connection with its provision of financial advisory  services,  a five-year
     warrant to  purchase  15,000  shares of the  Company's  common  stock at an
     exercise  price of $2.91875 per share.  No portion of this warrant had been
     exercised as of December 31, 2001.

(6)  On  December  14,  1999,  the  Company  granted to one of its  non-employee
     directors in connection  with his services as a director a ten-year  option
     for 30,000 shares with an exercise  price of $4.4375 per share.  No portion
     of this option had been exercised as of December 31, 2001.

(7)  On May 14,  2001,  the Company  granted to its  non-employee  directors  in
     connection  with  their  services  as  directors  ten-year  options  for an
     aggregate of 130,000  shares  (30,000 for each of three such  directors and
     40,000 for one such director) with an exercise price of $0.45 per share. No
     portion of these options had been exercised as of December 31, 2001, but an
     option to purchase  10,000 shares to one director has been  forfeited  upon
     the resignation of such director in March 2003.

(8)  On April 2, 2002, the Company  granted to its Chief Executive  Officer,  in
     lieu of salary,  a ten-year  option for  3,604,292  shares with an exercise
     price of $0.05 per share.  No portion of this option had been  exercised at
     December 31, 2002.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.




                                       41


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) (1)  Financial Statements

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

Independent Auditors' Report;
Consolidated Balance Sheets as of December 31, 2002;
Consolidated  Statements of Operations for the Years Ended December 31, 2002 and
2001;
Consolidated  Statements of  Stockholders'  Equity (Deficit) for the Years Ended
December 31, 2002 and 2001;
Consolidated  Statements of Cash Flows for the Years Ended December 31, 2002 and
2001; and
Notes to Consolidated Financial Statements

(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
                     the Issuer, as amended  through June 22, 1999            Form 10-Q for the quarter ended June 30, 1999 (the
                                                                              "6/99 Form 10-Q")

       3.1.1         Amended and Restated Certificate of Incorporation of     Incorporated by reference to Exhibit 3.2 to the
                     the Issuer, as amended through June 18, 2002             Form 10-Q for the quarter ended June 30, 2002 (the
                                                                              "6/02 Form 10-Q")

       3.1.2         Certificate of Amendment to the Amended and Restated     Incorporated by reference to Exhibit 3.1 to the
                     Certificate of Incorporation of the Issuer               6/02 Form 10-Q

        3.2          Bylaws of the Issuer 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 the Issuer      Incorporated by reference to Exhibit 4.1 to the
                                                                              Issuer's Registration Statement on Form S-18 (File
                                                                              No. 33-43551-NY) (the "Form S-18")

        4.2          Certificate of Designations, Preferences and Other       Incorporated by reference to Exhibit 10.1 to the
                     Rights and Qualifications  of Series A Preferred         Issuer's Form 8-K filed December 14, 1998 (the
                                                                              "12/14/98 Form 8-K")

       10.1+         Indemnification Agreement dated as of August 19, 1991,   Incorporated by reference to Exhibit 10.3 to the
                     between the Issuer and Jonathan L. Steinberg             Form S-18

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


                                       42




    Exhibit No.                            Description                                         Method of Filing
    -----------                            -----------                                         ----------------
                                                                        

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

       10.4+         Indemnification Agreement dated as of December 15,       Incorporated by reference to Exhibit 10.2 to the
                     1999, between the Issuer and E. Drake Mosier             Form 10-Q for the quarter ended March 31, 2000

       10.5+         Form of 1991 Stock Option Plan of the Issuer             Incorporated by reference to Exhibit 10.13 to the
                                                                              Form S-18

       10.6+         Form of 1993 Stock Option Plan of the Issuer             Incorporated by reference to Exhibit 4.2 to the
                                                                              Issuer's Registration Statement on Form S-8 (File
                                                                              No. 33-72266)

       10.7+         Form of 1996 Performance Equity Plan of the Issuer       Incorporated by reference to Exhibit 10.43 to the
                                                                              Form 10-KSB for the year ended December 31, 1995
                                                                              ("1995 Form 10-KSB")

       10.8+         Form of 1996 Management Incentive Plan of the Issuer     Incorporated by reference to Exhibit  4.10 to the
                                                                              Issuer's Registration Statement on Form S-8 (File
                                                                              No. 333-17697)

       10.9+         Form of 2000 Performance Equity Plan of the Issuer       Incorporated by reference to Appendix A to
                                                                              definitive Proxy Statement dated May 17, 2000

      10.10+         Form of 2001 Performance Equity Plan of the Issuer       Filed herewith.

      10.11+         Form of Stock Option Agreement dated as of May 9, 1997   Incorporated by reference to Exhibit 10.4 to the
                     between the Issuer and each of Jonathan Steinberg,       Form 10-QSB for the quarter ended June 30, 1997
                     Robert Schmidt, Scot Rosenblum, and Michael Kaplan

      10.12+         Agreement dated as of November 19, 1998 between          Incorporated by reference to Exhibit 10.21 to the
                     Jonathan Steinberg and the Issuer                        1998 Form 10-K

      10.13+         Stock Option Agreement dated as of January 3, 2001       Incorporated by reference to Exhibit 10.23 to the
                     between the Issuer and Jonathan L. Steinberg             Form 10-KSB for the year ended December 31, 2001.

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



                                       43




    Exhibit No.                            Description                                         Method of Filing
    -----------                            -----------                                         ----------------
                                                                        

       10.15         Lease dated as of November 30, 1998 between the Issuer   Incorporated by reference to Exhibit 10.31 to the
                     and 125 Broad Unit C LLC                                 1998 Form 10-K

       10.16         Office Lease dated as of January 10, 1994 between the    Incorporated by reference to Exhibit 10.22 to the
                     Issuer and 333 7th Ave. Realty Co.                       Form 10-KSB for the year ended December 31, 1993

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

       10.18         Stock Purchase Agreement dated as of November 30, 1998   Incorporated by reference to Exhibit 10.1 to the
                     between the Issuer and Great American Insurance Company  12/14/98 Form 8-K

       10.19         Stock Purchase Agreement dated as of November 30, 1998   Incorporated by reference to Exhibit 10.2 to the
                     between the Issuer and Great American Life Insurance     12/14/98 Form 8-K
                     Company

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

       10.21         Agreement dated as of July 9, 2001 between Issuer and    Incorporated by reference to Exhibit 4.1 to the
                     The Kiplinger Washington Editors, Inc. ("Kiplinger")     Form 8-K filed July 19, 2001

       10.22         Form of Warrant dated as of August 11, 2000              Filed herewith.

        21           Subsidiaries of the Issuer                               Filed herewith

       23.1          Consent of Independent Auditors-Deloitte & Touche LLP    Filed herewith

        99           Risk Factors                                             Filed herewith



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

(b) Reports on Form 8-K

     None.

                                       44


ITEM 14. CONTROLS AND PROCEDURES

     Based  upon the  evaluation  conducted  by the  Company's  Chief  Executive
Officer (who now is also the Company's  principal  financial  officer),  as of a
date  within  90  days  of  the  filing  date  of  this  annual  report,  of the
effectiveness of the Company's disclosure controls and procedures,  he concluded
that,  except as set forth below, (1) there were no significant  deficiencies or
material  weaknesses in the Company's  disclosure  controls and procedures,  (2)
there were no  significant  changes in internal  controls or other  factors that
could  significantly  affect internal controls subsequent to the evaluation date
and (3) no corrective  actions were required to be taken. The Company  currently
employs  three  persons and its  accounting  functions are performed by a former
employee on a part-time,  consulting  basis.  Accordingly,  the Company does not
have sufficient personnel to be able to maintain accounting systems and controls
that typically would be desired and maintained by larger business  organizations
to ensure that all accounting entries are appropriately  recorded.  As a result,
the Company  relies upon the personal  integrity of the former  employee that is
performing  accounting  services for the Company.  The Company's Chief Executive
Officer has no reason to doubt the personal integrity of this person.


                                       45


                                   SIGNATURES

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

                                             INDEX DEVELOPMENT PARTNERS, INC.

Date:  June 30, 2003

                                        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 Issuer and in the  capacities and on the
dates indicated.


 Signature                           Title                              Date
 ---------                           -----                              ----

/s/ Jonathan L. Steinberg            Chief Executive Officer       June 30, 2003
------------------------------       and Director (and Principal
Jonathan L. Steinberg                Financial and Accounting
                                     Officer)


/s/ S. Christopher Meigher III       Director                      June 30, 2003
------------------------------
S. Christopher Meigher III


/s/ E. Drake Mosier                  Director                      June 30, 2003
------------------------------
E. Drake Mosier

/s/ Peter M. Ziemba                  Director                      June 30, 2003
------------------------------
Peter M. Ziemba




                                       46





                      SECTION 302 CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of Index  Development  Partners,  Inc.
(the  "Company") on Form 10-KSB for the period ended  December 31, 2002 as filed
with the Securities and Exchange Commission (the "Report"), the undersigned,  in
the capacities and on the date indicated below,  hereby certifies pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

1.   the Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   the information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operation of the Company.


Dated:  June 30, 2003                       /s/ Jonathan L. Steinberg
                                            ------------------------------------
                                            Jonathan L. Steinberg
                                            Chief Executive Officer and Director
                                            (and principal financial officer)


                                       47




                                  CERTIFICATION
                    PURSUANT TO RULE 13a-14 AND 15d-14 UNDER
                 THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jonathan L. Steinberg, certify that:

1.   I have  reviewed  this annual  report on Form  10-KSB of Index  Development
     Partners, Inc.;

2.   based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   the  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   the  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date: June 30, 2003                   /s/ Jonathan L. Steinberg
                                      ------------------------------------------
                                      Name:   Jonathan L. Steinberg
                                      Title:  Chief Executive Officer and
                                              Director (and principal financial
                                              officer)


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