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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ----------------------------------

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         COMMISSION FILE NUMBER 0-24559
                       ----------------------------------

                                MULTEX.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                                         22-3253344
(State of incorporation)                 (I.R.S. Employer Identification Number)

                          100 WILLIAM STREET, 7TH FLOOR
                            NEW YORK, NEW YORK 10038
                                 (212) 607-2400
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

           Securities registered pursuant to section 12(b) of the act:
                                      None

           Securities registered pursuant to section 12(g) of the act:
                     Common Stock, par value $0.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 [X] Yes [ ] No

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

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  as of March 26, 2002 was  $151,752,000  (based on the last  reported
sale price on the Nasdaq  National  Market on that  date).  The number of shares
outstanding  of  the  registrant's  common  stock  as  of  March  26,  2002  was
32,564,836.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following  documents (or parts thereof) are  incorporated  by reference into
the following parts of this Form 10-K:

Certain  information  required in Part III of this Form 10-K is  incorporated by
reference to the  registrant's  Proxy  Statement for its 2002 Annual  Meeting of
Stockholders.

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                                MULTEX.COM, INC.

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

         ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001

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

                                TABLE OF CONTENTS


                                                                            PAGE

PART I   ......................................................................2
ITEM 1.  BUSINESS..............................................................2
ITEM 2.  PROPERTIES...........................................................13
ITEM 3.  LEGAL PROCEEDINGS....................................................14
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................14
PART II  .....................................................................15
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS..................................................15
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA.................................16
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS................................................17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........26
ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............32
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.............................................54
PART III .....................................................................55
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................55
ITEM 11. EXECUTIVE COMPENSATION...............................................55
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......55
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................55
PART IV  .....................................................................56
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K......56
         SIGNATURES...........................................................57


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THIS ANNUAL REPORT ON FORM 10-K INCLUDES  FORWARD-LOOKING  STATEMENTS MADE UNDER
THE SAFE HARBOR  PROVISIONS OF THE PRIVATE  SECURITIES  LITIGATION REFORM ACT OF
1995. WORDS SUCH AS "ANTICIPATES,"  "EXPECTS,"  "INTENDS," "PLANS,"  "BELIEVES,"
"SEEKS,"  "ESTIMATES,"  AND SIMILAR  EXPRESSIONS  IDENTIFY SUCH  FORWARD-LOOKING
STATEMENTS.  THESE  STATEMENTS ARE NOT GUARANTEES OF FUTURE  PERFORMANCE AND ARE
SUBJECT TO CERTAIN RISKS AND  UNCERTAINTIES  THAT COULD CAUSE ACTUAL  RESULTS TO
DIFFER  MATERIALLY FROM THOSE  EXPRESSED  HEREIN.  SUCH RISKS AND  UNCERTAINTIES
INCLUDE,  BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE SECTION  ENTITLED "RISK
FACTORS  THAT MAY  AFFECT  FUTURE  RESULTS"  ON PAGES 27 THROUGH 31 OF THIS FORM
10-K.  UNLESS  REQUIRED  BY LAW,  MULTEX  UNDERTAKES  NO  OBLIGATION  TO  UPDATE
FORWARD-LOOKING  STATEMENTS.  READERS  SHOULD  ALSO  CAREFULLY  REVIEW  THE RISK
FACTORS SET FORTH IN OTHER REPORTS AND DOCUMENTS  MULTEX FILES FROM TIME TO TIME
WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                     PART I

ITEM 1.       BUSINESS

Multex.com, Inc. (www.multex.com) is a global provider of investment information
and technology  solutions for the financial  services  industry.  Multex clients
include investment  management firms,  broker/dealers,  investment banks, retail
brokerages,  investor  relations  departments,  corporate,  consulting and legal
information centers, and individual investors. Our services enable timely online
access to a multitude of proprietary  and partner  content and tools,  delivered
through our own channels and those of our partners.

Our content  offering  includes  over  5,500,000  research  reports on more than
46,000  companies.  These  reports are published by over 850  investment  banks,
brokerage firms and third-party research providers worldwide.  We offer research
reports from all the top Institutional Investor-ranked U.S., European, Asian and
Latin American brokerage firms, including Merrill Lynch, Morgan Stanley, Goldman
Sachs, and Salomon Smith Barney.  We also provide access to real-time  earnings,
revenue and other estimates on over 16,000  companies  worldwide,  and corporate
and financial information on more than 15,000 companies.

Through our own Web sites and a number of strategic distribution  relationships,
millions   of   users,   including   institutional   investors   and   financial
professionals,  brokers and their clients,  corporate  executives and individual
investors,  are able to use our services.  In providing investment  information,
Multex's technology expertise is a key differentiator, allowing Multex to become
a leading provider of private-labeled Internet and intranet information delivery
solutions for its target  markets.  Multex has built complex,  highly  effective
browser-based  client  solutions that aggregate and integrate  information  from
multiple sources. These solutions also provide precision searching capabilities,
and  disseminate  information to internal  and/or  external  audiences  based on
client-defined  access and authentication  rules in a highly secure environment.
Multex  offers a full  range of  hosting  solutions  for  these  private-labeled
solutions, including 24-hour support and maintenance.

INDUSTRY OVERVIEW

The last decade provided substantial worldwide growth in the global ownership of
equity and fixed-income  securities.  Growth in financial assets resulted from a
number of factors  and trends,  including  households  allocating  more of their
assets to equity investments,  sustained high returns in the equity markets over
a number of years,  lower trading  costs as a result of  regulatory  changes and
improved  technologies,  an increase in the number of mutual funds, a shift from
defined benefits to defined contribution pension models outside of the U.S., and
greater  financial  sophistication  and  participation on the part of individual
investors worldwide.

While the financial markets have been negatively affected in the last 18 months,
Multex  believes that weakness in the stock market in late 2000 and 2001 has not
resulted  in a  shift  away  from  these  trends.  The  need  for  comprehensive
information,  delivered  on a timely  basis,  has now become a vital part of the
overall  investment  decision-making  process.  As a result,  institutional  and
individual  investors  continue to demand "real-time" or near "real-time" access
to  global  investment  research  and  accurate  market  information,  including
detailed issuer

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fundamentals,  SEC filings,  business and financial  news,  stock quotes,  stock
price graphs and annual reports to make prudent investment decisions.

Traditionally,  investment  research was physically  mailed to investors,  which
resulted  in delays in the receipt of the  research  and  significant  printing,
duplicating and mailing costs. To distribute  research  reports on a more timely
basis,  some  analysts  use  facsimile  transmissions.   However,   conventional
distribution methods do not allow investment banks or brokerage firms to control
which investors access and view their research.  Moreover,  large  institutional
investors often receive hundreds of paper reports,  totaling thousands of pages,
each week.  Paper-based  reports must be manually sorted,  distributed,  stored,
reviewed and prioritized, which can be time consuming and expensive.  Similarly,
investment  banks and brokerage  firms are  significant  consumers of investment
research  and other  financial  information,  utilizing  their  own  proprietary
research and other corporate documents, as well as research purchased from other
sources, to support their own banking,  sales,  trading and marketing functions.
These firms seek to quickly and efficiently  distribute  research and other data
to their investment  bankers,  brokers and traders in  geographically  dispersed
locations.

Investment  research is one of the primary tools  institutional  and  individual
investors  use to assist  them in  deciding  whether  to invest in a company  or
industry and when to buy or sell a  particular  security.  Investment  banks and
brokerage firms, as the primary providers of investment research,  have invested
billions of dollars  developing their research  capabilities,  which they use to
build brand name recognition,  enhance customer loyalty and generate  investment
banking  and  trading  revenues.  The  ability to offer  investment  research to
investors who  traditionally  have not had timely  access to it is  increasingly
becoming a competitive advantage and a key distinguishing  feature for brokerage
firms. As the industry becomes more competitive,  investment banks and brokerage
firms want to distribute their research in the fastest and most efficient manner
possible to meet  increasing  investor  demand for better and quicker  access to
investment research and market information.

In  response  to the  shortcomings  of  the  traditional  research  distribution
methods,  investment  banks and  brokerage  firms  have  tried new  distribution
methods, including e-mail and distribution through their Web sites, with varying
degrees of success.  Distribution  by e-mail is inefficient  because it not only
requires the recipient to open and view each e-mail  message,  but it also lacks
easily  distinguishable  characteristics  that  would  allow  the  recipient  to
differentiate  one message from another.  Also, e-mail messages cannot be easily
retrieved by  non-recipients.  Web-site  distribution  by  investment  banks and
brokerage  firms  requires the  investor to visit and search  numerous Web sites
that provide research, which is time-consuming and inefficient.

One of the emerging trends in  institutional  money management is the increasing
reliance  on  research  and   analysis   conducted   in-house.   With  a  deeper
understanding  of  their   information   requirements,   investment   management
companies,  including hedge funds and mutual fund companies, now produce a large
amount of research and information to satisfy their  proprietary  needs.  Multex
believes that investment management firms will continue to depend on a multitude
of sources,  including  broker  research,  to produce  comprehensive  investment
analysis.

In addition to internal  research and broker  research,  professional  investors
need other types of information and analytical  tools to develop a comprehensive
and thorough  investment analysis before making a trade. These information types
include conference calendars,  significant events analysis, independent research
and commentary and market data.

THE MULTEX SOLUTION

Multex's  investment research and financial  information  services provide users
online access to a wide range of research and other investment  information from
corporations,  leading  investment banks,  brokerage firms and other third-party
research providers  worldwide.  Our Web-based technology solutions ensure timely
receipt of information  for critical  investment  decisions and enable  research
providers  to  target  their  research  more  efficiently.  At  the  same  time,
recipients of the information can use our proprietary search tools to locate and
retrieve  the  desired  information,  saving the time and  expense  of  manually
searching  through printed reports.  Online  availability  also eliminates costs
otherwise  incurred in printing,  mailing,  sorting and filing printed  reports.
Finally,   we  enable  research  and   information   providers  to  market  more
efficiently,  not only by reaching their target customers more effectively,  but
also by  providing  feedback  regarding  their  access and usage  patterns.  Our
services provide the following key benefits:

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EXTENSIVE DATABASES OF RESEARCH AND FINANCIAL INFORMATION.  We provide investors
with access to extensive online databases of research reports, consensus revenue
and  earnings  estimates,   fundamental  financial  data  and  other  investment
information on over 46,000  companies.  We typically add reports to our database
at the rate of more than 48,000 new reports each week. We continually update and
maintain our database of detailed  financial and corporate  data on almost every
publicly-traded  U.S.  corporation.  For some of our customers,  we also provide
access to stock quotes and real-time  SEC filings as part of our  services.  Our
consensus  revenue and  earnings  estimates  provide  investors  with  analysts'
detailed  earnings and revenue  forecasts  for the  companies  they follow,  and
include  forecast  figures,  analyst  and  broker  names,  initial  and  revised
estimates and revision dates. Company fundamental information offered to clients
through  our Market  Guide  products  includes a  comprehensive  view of a given
company, complete with business description,  management information,  quarterly
and annual financial data, institutional ownership information,  and other vital
operational information.

EFFICIENT,  COST-EFFECTIVE  RESEARCH  DISTRIBUTION.  We enable investment banks,
brokerage firms and third-party research providers to electronically  distribute
their  research  reports to  customers,  brokers,  bankers  and  traders via the
Internet or their intranets on a real-time  basis.  Our services permit research
to be distributed to multiple locations  simultaneously.  By using our services,
research providers can target investors worldwide, monitor investor requests for
research  reports and  determine  who has accessed  their  reports.  Because our
services are  distributed  over the Internet  and/or our  customers'  intranets,
research  providers  save  printing and mailing costs and can more easily target
their  research to their  customers.  Our services are  password  protected  and
research included in our database can be accessed only by authorized users.

COMPREHENSIVE  SEARCH  CAPABILITIES.   We  have  incorporated  extensive  search
capabilities  into our services,  thereby  enabling  users to rapidly and easily
locate  relevant  research from hundreds of sources,  and to reduce the costs of
indexing,  organizing and distributing research reports.  Users can search for a
particular  research  report by a number of criteria,  including  company  name,
industry,  ticker  symbol or analyst.  Additionally,  users can search on a full
text basis for words or  phrases.  We also  enable  users to create  searchable,
customized  research profiles and portfolios to further  facilitate  finding and
retrieving documents.

EASE AND  EFFICIENCY  OF USE.  Our  services  are  designed  to  facilitate  the
electronic  contribution and online distribution of investment research, as well
the efficient  dissemination  of financial and corporate data over the Internet.
Our proprietary  software allows sell-side research  departments and third-party
information  providers to easily contribute research reports,  financial models,
graphic   presentations  and  other  documents  directly  to  our  databases  in
real-time.  Research  providers  can use existing  word  processing  and desktop
publishing software,  including Microsoft Word, Excel and PowerPoint, as well as
WordPerfect,  HTML and  multimedia  creation  software,  and are not required to
modify their method of document  creation.  For users  accessing  research,  our
proprietary  technology  incorporates  a graphical  user  interface and provides
access  through  leading  Internet  browsers  to simplify  finding,  retrieving,
viewing and printing research reports.

PRIVATE-LABELED  SOLUTIONS.  Multex  recognizes  its  clients'  need for global,
national  and  internal  brand-building  and offers its  information,  tools and
services to help create and host private-label  solutions for information access
and delivery.  These solutions can aggregate  information of any type or format,
integrate  data from  multiple  sources,  including a client's own data and data
from third-party sources, and disseminate information both internally within the
client and externally to prospects or customers. Clients use these private-label
solutions to create a rich  environment to better service their internal  and/or
external audience and to differentiate themselves from their competitors.  These
private-labeled  solutions are designed and  developed by Multex,  and hosted in
Multex's  state-of-the-art  data centers  complete with back-up and  contingency
systems, and offer global  round-the-clock  support and help desk functionality.
Through  these  solutions,   Multex  helps  its  clients  focus  on  their  core
competencies, leaving Multex to provide supporting technological capabilities.

STRATEGY

Our  objective  is to be  the  leading  global  provider  of  online  investment
research,   financial  information  and  related  technology  services  for  the
institutional  investment  community.  The following are the key elements of our
strategy:

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PROVIDE EXTENSIVE  INVESTMENT RESEARCH AND FINANCIAL  INFORMATION.  We intend to
continue  to  leverage  our  success as an  investment  research  and  financial
information source for institutional and individual  investors.  We continuously
target leading  investment  banks and brokerage  firms in an effort to add their
research to our research  database.  By  establishing  relationships  with other
third-party content providers,  including Morningstar,  Standard & Poor's, Value
Line,  Quote.com  and  others,  we can offer  extensive  third-party  investment
research  and  information.  Through our Market Guide  division,  we are able to
provide  accurate,  timely  and  objective  financial,   descriptive  and  other
information on publicly-traded corporations. Through our Multex Global Estimates
division, we are able to provide proprietary earnings and revenue estimates.  We
believe that by continually  incorporating  additional sources of investment and
financial  information into our databases,  we will be well positioned to become
the premier source of high-value investment information.

EXPAND DISTRIBUTION  CHANNELS.  We employ a broad array of distribution channels
for our services and are  continuously  identifying and developing new channels.
For distribution of investment research into the institutional  investor market,
we have agreements with leading  third-party  distributors,  including  FactSet,
Advent,  Bloomberg,  Dow Jones and  Reuters.  Using  advanced  solutions,  which
include data files,  XML APIs, and completely  hosted  solutions,  we distribute
broker and  independent  research,  estimates  data, and detailed  corporate and
financial  information to over 150  information  vendors and websites  servicing
individual  investors,  including,  Yahoo!,  AOL Time  Warner,  Charles  Schwab,
E*Trade,  Fidelity,  Wall Street  Journal Online and  professional  vendors that
service the institutional marketplace including FactSet, Reuters,  OneSource and
Siebel.

INCREASE  AWARENESS OF THE MULTEX FAMILY OF BRANDS.  We believe that  increasing
the brand name  awareness of Multex and our services in the financial  community
will contribute to our future success.  We have successfully  built a brand name
among institutional investors, research providers and the consumers of financial
information  and are  targeting  our  marketing  efforts  to expand  the  global
recognition of our brand names through  advertising,  direct mail,  trade shows,
seminars and conferences as well as joint marketing initiatives with information
providers and distributors.  We seek to incorporate our branded logo on each Web
site that  utilizes our  information  or  technology  to increase the client and
prospective client awareness of the Multex family of brands. We believe that the
financial  media  influences  other buying  decisions,  and  therefore  are also
working closely with them to use Multex's estimates and financial data in return
for  attribution.  In recent  months the Wall  Street  Journal  and CNBC,  among
others, have begun to increasingly use our information for their reporting.

SUPPORT MARKETING ACTIVITIES OF OUR RETAIL BROKERAGE CLIENTS. Through our Multex
Investor Web sites,  we are targeting the individual  investor market to provide
lead generation  capabilities for our retail  brokerage  clients while providing
unique investment  research  information to individual  investors.  We intend to
expand our related sales and marketing  efforts in order to increase  traffic on
Multex  Investor and expand our member  base.  In addition,  to  addressing  the
individual  investor market,  we attempt to capitalize on our arrangements  with
leading  Internet  portals and  personal  finance Web sites,  including  America
Online, The Wall Street Journal  Interactive,  CNNfn, Yahoo!, and Intuit. We are
also seeking to expand the scope of research  available to individual  investors
on Multex Investor from leading investment banks and brokerage firms. For retail
brokerage  firms,  Multex  Investor  provides  an  opportunity  to  establish  a
relationship with individual investors on the Internet.

EXTEND GLOBAL  PRESENCE.  To provide U.S. and foreign  investors  with access to
financial  information and investment research obtained directly from issuers or
prepared by leading  investment  banks and brokerage firms throughout the world,
we  target  international  companies,  contributors  and  subscribers  from  our
headquarters in New York, and from offices in London,  San Francisco,  Edinburgh
and Hong Kong. We believe that  institutional  investors in Europe,  the Pacific
Rim and the numerous  emerging  markets  require  access to high quality  online
investment  research and information.  Many investment banks and brokerage firms
in the U.S.  and  foreign  markets  are  seeking to  distribute  their  research
worldwide.  For the global  individual  investor and retail  brokerage  markets,
Multex has formed joint  ventures with Reuters to offer  research and investment
information  to  individuals  outside of U.S. In this respect,  Multex  Investor
Europe serves the individual investor and retail brokerage markets in the United
Kingdom and Germany, with sites that are now fully operational.  Multex Investor
Japan serves the Japanese market and began operations in mid-2001.

MAINTAIN  TECHNOLOGY   LEADERSHIP.   We  intend  to  continuously   develop  new
technologies  to enhance  our  services.  We intend to maintain  our  leadership
position by continuing to improve our technology  through investment in research
and  development  activities,  use  of  new  Internet,   intranet  and  extranet
technologies  and  integration of each

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of our services. In particular,  we are extending our available document formats
to support XML  tagging,  spreadsheets,  presentation  applications,  HTML-based
pages,  URL  references,  and audio and video files.  We continue to enhance our
intelligent   categorization  tool,  which  provides  our  clients  context  and
"learning" from the publishing  habits of over 35,000 analysts.  We will develop
end-to-end  market-based solutions using our Tornado technology platform,  which
is built on the leading  web  services  model and allows  rapid  development  of
modular solutions to provide greatest value to our clients.

SERVICES

The following  table sets forth  summary  information  concerning  our principal
products and service offerings:

                            MULTEX SERVICE OFFERINGS

Name of Service       Description                    Target Market
---------------       -----------                    -------------

MultexNET             Access to real-time,           Buyside and sellside
                      commingled broker research,    institutions and
                      global revenue and earnings    corporations.
                      estimates, company
                      fundamental information,
                      and other third-party
                      information.

MultexEXPRESS         Development, hosting and       Sellside investment banks
                      real-time distribution of      and brokerage firms,
                      research and other             buyside institutions, and
                      information on customized      other financial services
                      Web sites for institutional    companies.
                      clients.

MultexNet On-Demand   Access to commingled,          Corporations, financial
                      pay-per-view research on a     institutions and advisors,
                      delayed basis.                 professional service firms
                                                     and libraries.

Multex Investor       Financial destination Web      Retail brokerage firms and
                      site with access to free       individual investors.
                      and pay-per-view research
                      on a delayed basis, as well
                      as other financial data for
                      the individual investors.

Market Guide          Financial and corporate        Financial institutions,
                      information and reports on     institutional investors,
                      over 15,000 publicly traded    corporations, and financial
                      companies and estimate         web sites.
                      information on 17,000
                      companies worldwide.

MultexIR              Single source solution for     Corporate investor
                      market insight, shareholder    relations.
                      analysis, and shareholder
                      communication tools.


MULTEXNET

MultexNET enables subscribers to access, on a real-time basis over the Internet,
commingled  full-text investment research reports supplied by leading investment
banks,  brokerage  firms and  third-party  research  providers.  In  addition to
brokerage  research,  MultexNet also provides earnings and revenue estimates and
company  fundamental data. Over 11,000 mutual fund managers,  portfolio managers
and  other  institutional  investors,  as well as  research  analysts  and other
financial  services  professionals,  use  MultexNET,  which offers timely online
access to over

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5,500,000  research reports and other investment  information from approximately
850  information  providers.  Subscribers  to  MultexNET  are  offered  advanced
searching and filtering  capabilities,  and the ability to view and retrieve the
information over the Internet. Our proprietary software enables us to distribute
a particular  document only to those users who have been  authorized or entitled
to access the report by the firm that  authored  the report.  MultexNET  enables
research and other information  providers to monitor requests for their research
reports and determine who has accessed and viewed the reports.  Subscribers  who
are entitled to access particular  embargoed  research and third-party  research
information  are able to access these reports through  MultexNET  On-Demand on a
pay-per-view basis after the typical embargo period has ended.

Content  features  of  MultexNET   include   real-time  access  to  high-quality
multimedia  and rich text  research  reports,  earnings  and revenue  estimates,
company fundamental information, events calendar, stock screening tools, delayed
stock quotes and SEC filings. The searching  functionality of MultexNET includes
the ability to utilize  advanced  searching  features,  which permit searches by
company name, ticker symbol, brokerage firm, analyst, industry/subject codes and
date,  and report  subject and type.  Profiles  and Alerts  offer the ability to
create and modify customized profiles in order to ensure the delivery of updated
research  information  about those companies in a particular user's portfolio or
profile.  MultexNET also offers easy-to-use document viewing,  printing,  faxing
and e-mail  options.  In addition,  subscribers  may arrange for  automated  fax
and/or e- mail  distribution of research reports to the subscriber's  end-users.
Preference settings offer users the ability to customize the usage experience by
fine-tuning all key aspects of MultexNET.

Research reports and other financial information available through MultexNET are
stored on our servers and made  available  to  subscribers  who have an Internet
connection,  or a connection to an extranet maintained by us, Microsoft Internet
Explorer  or Netscape  Navigator  Web  browsers,  and the Adobe  Acrobat  viewer
installed on their workstation,  desktop or laptop computer.  Through the recent
introduction of Multex's  second-generation  wireless offering,  information can
also  be  retrieved  via  any  hand-held   device  that  handles   micro-browser
technology.  Pricing for MultexNET is based on the number of users accessing the
service.

MULTEXEXPRESS

MultexEXPRESS is our application  service provider business ("ASP") that enables
investment banks, brokerage firms and other financial institutions to distribute
their own proprietary financial research, as well as corporate documents, forms,
news and other proprietary  content,  over the Internet or through intranets and
other private networks.  Using MultexEXPRESS,  investment banks, brokerage firms
and other  financial  institutions  are able to reduce the cost of printing  and
distributing research reports and other internal information and can disseminate
more timely information to their employees and customers.  Similar to MultexNET,
MultexEXPRESS  offers the contributing  firm the ability to identify which users
actually access research  through the usage reporting system  incorporated  into
MultexEXPRESS.  MultexEXPRESS  can be implemented  as a unique  Internet site or
seamlessly   integrated  into  a  firm's  existing  online  presence  to  target
information to employees and key clients on a real-time basis.  MultexEXPRESS is
built on the same  technology  platform  and  provides  users with the same core
functionality found in MultexNET.  MultexEXPRESS also offers additional features
and  integration  options  targeted  to  the  internal   distribution  needs  of
investment   banks,   brokerage   firms   and  other   financial   institutions.
MultexEXPRESS  also provides the buy and sellside firms with solutions that help
them to better acquire and manage leads.  MultexEXPRESS is generally  contracted
for a one- to three-year period at a fixed rate.

MULTEXNET ON-DEMAND

MultexNet  On-Demand gives  corporations,  financial  institutions and advisors,
institutional  investors,  other professional  service firms and libraries,  the
ability to access more than 2.3 million research  reports and other  information
from more than 750 MultexNET research providers. Each report can be purchased on
a pay-per-view basis after an embargo period during which the research providers
make the report available on a proprietary basis only to their own employees and
customers.  This  service is available  either on a stand- alone basis,  through
strategic  distribution  channels or as a part of  MultexNET,  MultexEXPRESS  or
Multex  Investor.  Multex Net  On-Demand  has foreign  equities  and  investment
information,  as  well as  research  from  third-party  and  independent  market
research companies such as Forrester, Gartner Group and IDC.

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<PAGE>


MultexNet  On-Demand customers can purchase and download the research reports to
their own computer  using  advanced  searching  and  filtering  technology  that
locates  documents by symbol,  industry,  brokerage  firm,  full-text  words and
phrases,  or  user-defined  portfolios  and profiles.  Users can receive  e-mail
alerts  throughout  the day,  which  may be keyed to their  portfolios  or other
user-provided  criteria.  The financial research reports available to Multex Net
On-Demand  customers  include both those  relating to a  particular  company and
those  relating to an industry as a whole.  Research from  independent  research
providers, including Gartner Group, Standard & Poor's, Disclosure and Value Line
Mutual Fund Survey,  is also  available for  purchase,  as well reports from the
Market Guide database.  An online purchase  history  provides a specific list of
all of the reports purchased by an individual user.

Prices per document available through MultexNet  On-Demand  generally range from
$5.00 to several  hundred  dollars based on the length and type of document.  We
share  the  pay-per-view  fees  generated  from the sale of  documents  with the
investment bank,  brokerage firm or third-party  research provider that authored
the original research report, and the distributor through which the purchase was
initiated. There is no registration or subscription fee for use of this service.
Some of our users have  purchased  an annual  subscription  that enables them to
purchase  individual  research reports at a discounted price. We are also adding
analysis from leading third-party advisory services.

MULTEX INVESTOR

Multex Investor is an investment information destination site and an interactive
community targeting the rapidly growing individual investor market.  Visitors to
Multex  Investor can join as a "member" at no cost.  Members of Multex  Investor
can  download,  view and print at no cost a wide  range of  investment  research
reports and  investment  content from  sponsoring  brokerage  firms,  investment
banks, and member-generated content, as well as our proprietary content. Members
also have access to over 750,000 premium "pay-per-view" investment and brokerage
research reports from over 350 brokerage firms, investment banks and third-party
information  providers.  Multex Investor also offers individual investors access
to Wall  Street  analysts,  who  serve  as  "analysts-in-residence"  on a weekly
rotation basis and answer user-posted  questions on specific subject or company.
For retail brokerage firms, Multex Investor acts as an intermediary  between the
brokerage firms that share their  institutional  quality equity and fixed income
research  with  individual  investors  at no costs,  and assists them with their
efforts to establish a relationship  with individual  investors to provide trade
execution  and  advice  services.  We have  established  a number  of  strategic
distribution  relationships  to promote Multex  Investor,  including a strategic
distribution  relationship with America Online to serve as the anchor tenant for
brokerage  research on the AOL Personal  Finance channel.  In addition,  we have
established  distribution  relationships for Multex Investor with other Internet
portals and  financial  sites,  including The Wall Street  Journal  Interactive,
CNNfn, Intuit, Quote.com and Yahoo!.

We generate  revenue from Multex  Investor  through the sale of  sponsorships to
investment  banks and brokerage firms,  the sale of banner  advertisements  that
allow  interested  users to link directly to the advertisers' own Web sites, and
pay-per-view sales of investment research and other financial reports.

MARKET GUIDE

Market Guide acquires, integrates,  condenses and publishes accurate, timely and
objective  financial,  descriptive  and  other  information  on  publicly-traded
corporations.  Market Guide  maintains  one of the largest U.S.  public  company
databases  with over  15,000  companies  traded on the major U.S.  and  Canadian
markets. Market Guide has also created widely used and well-regarded proprietary
industry and sector  groupings  and assigns  companies to these  industries  and
sectors.   Market  Guide  then  adds  value  by  computing  ratios,  peer  group
comparisons,  growth rates and other statistics,  which are presented as fielded
information  in various time tested  report  formats  that follow a  recommended
analytic  process and are  supported by extensive  educational  content.  Market
Guide also has a  historical  database of daily  pricing  and other  information
dating back to 1983.  Other  product  offerings  include  business  description,
officer  and  director   information  and  business  and  geographical   segment
information.

Market Guide adds value and  distinguishes  itself from the  competition  by the
following:

o    A flexible database design that presents  financial  statements in the same
     detail as issued by each corporation.  This gives users important  insights
     not  available in  competitive  databases,  thereby  enabling  them to make
     better informed investment decisions;

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o    Mapping  financial  data  into  standardized  formats  to allow  consistent
     calculations and cross company comparisons;

o    Including  auxiliary   information  such  as  earnings   estimates,   price
     performance,  relative price performance, summary insider and institutional
     ownership statistics, bond ratings, corporate profile information and short
     interest statistics, giving users a complete perspective on each company;

o    Calculating over 500 popular  financial  ratios,  growth rates and averages
     computed for the users' convenience; and

o    Carefully  planned,  market tested display  formats,  including  company to
     industry and sector comparisons,  allowing users to quickly and efficiently
     make informed investment decisions.

The  targeted  markets  for Market  Guide's  data and related  products  include
investment  managers,  investment  research  departments,   financial  planners,
investment  counselors,  investment bankers,  banks,  stockbrokers and brokerage
firms, individual investors, financial Web sites and other Internet sites.

Market  Guide  also  maintains  earnings  and  revenue  estimate  databases  and
generates  related,  proprietary  financial  reports,  which are resold  through
various  distributors.  Marketed under the Multex Global  Estimates  brand,  the
estimates  reports and data feeds are available  through  MultexNet,  Multex Net
On-Demand,  Multex Investor,  and also offered through professional  information
vendors and financial web sites.

MULTEXIR

MultexIR  is a  recently  introduced  product  that  allows  corporate  investor
professionals access to real-time full-text investment research reports from the
leading investment banks, brokerage firms and third-party research providers. In
addition to brokerage  research,  MultexIR  offers a wide range of consensus and
detailed  estimates,  including  earnings and revenue  forecasts.  MultexIR also
provides  company  fundamental  data and a  screening  application,  which allow
corporate  investor  professionals  to conduct peer  comparisons.  The ownership
information  offered on MultexIR  allows  investor  relations  professionals  to
analyze stock  ownership in their company  versus the  competition,  and permits
these  professionals to explore  institutions with the potential to own stock in
their company. MultexIR also includes access to stock quotes, news, SEC filings,
and charting capabilities.

MultexIR  offers many similar  functionalities  as  MultexNET,  such as advanced
searching and filtering  capabilities,  and the ability to view and retrieve the
information over the Internet. The searching  functionality of MultexIR includes
the ability to utilize advanced reports searching features,  including searching
by company name, ticker symbol, brokerage firm, analyst,  industry/subject codes
and date, and report subject and type.

Similarly,  our  proprietary  software  enables us to  distribute  a  particular
research or other  financial  report only to those corporate users who have been
authorized  or  entitled  to access  the  report by the firm that  authored  the
report.  The readership and usage tools of MultexIR allow research  contributors
to monitor  requests for their  research  reports and determine who has accessed
and viewed the reports.

Portfolio capability on MultexIR allows users to create a list of companies that
interest them,  and use this list to quickly access any content type,  including
research,  estimates and fundamental data. Preference settings on MultexIR offer
users the ability to  customize  the usage  experience  by  fine-tuning  all key
aspects of the service.

STRATEGIC DISTRIBUTION RELATIONSHIPS

We have established a number of strategic distribution  relationships to provide
marketing and additional  distribution for our services, to build traffic on our
Web sites,  and to increase  investor  awareness  of our services and the Multex
brand name. These strategic  relationships  target both institutional  investors
and individual investors.

We have entered into  agreements  and strategic  relationships  with  Bloomberg,
Disclosure,  Dow  Jones,  FactSet  and  Reuters  to assist us in  marketing  our
services  to  institutional  investors.  In each  case,  we  share  in  revenues
generated

                                       9
<PAGE>


from sales to end-users through the strategic partners'  distribution  networks.
The principal services distributed by these strategic partners include brokerage
and independent  research coupled with advanced  searching  mechanisms,  company
fundamental data, and estimates information. This content is made available as a
service  through the  partners'  distribution  network on similar terms to those
available to subscribers of MultexNET and MultexNet On-Demand.

In order to enhance the  distribution  of investment  research to the individual
investor  market,  we have entered into an agreement with America  Online.  This
agreement is for an initial two-year term and is automatically  renewable unless
either  party gives  advance  notice of its  intention  not to renew.  Under our
agreement with AOL, we have secured a position as an anchor tenant for brokerage
research on the AOL  Personal  Finance  channel as well as  integrated  links on
other screens  within the AOL service,  with links from those  locations back to
Multex Investor.

In addition to the strategic relationships described above, we have entered into
agreements  with numerous  other  distributors,  including  Yahoo!,  Big Charts,
CNNfn, Intuit, Bloomberg, SmartMoney.com and Ziff Davis Interactive Investor, as
well as 300  affiliates,  to further  attract traffic to Multex Investor and our
other Web sites.

SALES AND MARKETING

Multex's sales organization is organized into  market-oriented  teams focused on
specific  solutions  offered to each of their  respective  markets.  This allows
Multex to effectively assess the solutions need of each company and successfully
sell the required  pieces of the solution.  Currently,  our sales  personnel are
located  in our  offices in New York,  London,  Hong Kong,  San  Francisco,  and
Edinburgh.  This year we have also  expanded  our sales and  account  management
presence in Tokyo and are  building  relationships  through our Multex  Investor
Japan joint venture.

In addition to our direct sales efforts,  Multex's  services continue to be sold
over a growing number of third-party channels, including Reuters, Bloomberg, and
Factset, collectively reaching individual and institutional investors around the
world.  We  believe  that  our  presence  on these  channels  also  serves  as a
significant  and continuous  source of marketing for our services and the Multex
brand name.

The sales force is supported by our marketing organization,  which leverages its
skills to provide corporate marketing, strategic and tactical product marketing,
public  relations,  advertising,  and design and creative  services to the sales
organization worldwide.

RESEARCH AND DEVELOPMENT

Our future  success  will  depend  upon our  ability  to  maintain  and  develop
competitive  technologies,  to continue to enhance our current  services  and to
develop and  introduce new services in a timely and  cost-effective  manner that
meets changing  conditions,  including  evolving customer needs, new competitive
service offerings,  emerging industry standards and rapidly changing technology.
We have a dedicated  research and  development  organization  that  develops new
features  and  functionality  for  our  existing  services.   The  research  and
development  team has  expertise  in  network  design and  implementation,  both
Internet and  intranet,  software  development,  database  architecture  design,
maintenance and development  and a variety of programming  tools,  languages and
operating systems.

CUSTOMER SERVICE AND NETWORK SUPPORT

Multex is  committed  to  providing  a high level of service  and support to its
customers.  Because our services are  available to users 24  hours-a-day,  seven
days-a-week,  our  Help  Desk  and  Operations  Support  services  are  likewise
continuously available.

SYSTEM ARCHITECTURE AND TECHNOLOGY

We believe that our system  architecture and proprietary  technology  provide us
with an  important  competitive  advantage.  We use  open  standard  components,
including Microsoft Windows NT and Windows 2000,  Microsoft Internet Information
Server, and Microsoft SQL Server versions 7.0 and SQL2000. The infrastructure of
our  production  sites is built to provide  high  availability  services to both
contributors and users over Internet and intranet

                                       10
<PAGE>


channels.  Load  balancing and back-ups of the specific  core  components of our
system are in place and are fully  operational,  which allows continuous service
in  case  of  unexpected  component  failure,   maintenance  and  upgrades.  Our
infrastructure  is  scalable,  allowing  us to quickly  adjust to our  expanding
client  demands  and support our  growing  database  of research  and  financial
content.

Our  operations  are  dependent  on our ability to  maintain  our  computer  and
telecommunications  systems  in  effective  working  order,  and our  ability to
protect our systems  against  damage from fire,  natural  disaster,  power loss,
telecommunications  failure or similar  events.  We operate two data  centers in
downtown  Manhattan,  a new center at 75 Park Place and a second  data center at
100 William  Street.  In April 2001,  we vacated our 33 Maiden Lane data center.
The two production data centers are designed to provide highly available service
and resiliency for major  operating  components,  with 75 Park Place equipped to
operate  independently  on diesel  generator power in the event of a major power
disaster. However, these measures will not eliminate the significant risk to our
operations from a broader regional disaster.  In addition,  any failure or delay
in the timely  transmission or receipt of feeds and computer  downloads from our
information providers,  due to system failure of the information providers,  the
public network or other failures, could disrupt our operations.

COMPETITION

The market for the  aggregation and  distribution of investment  information and
related  services is intensely  competitive and this  competition is expected to
continue to  increase.  We believe  that our ability to compete will depend upon
many  factors  both  within  and  beyond  our  control,   including   continuing
relationships  with leading  providers of  investment  research,  the timing and
market  acceptance  of  new  services  and  enhancements  to  existing  services
developed  by  us  and  our  competitors,  ease  of  use,  performance,   price,
reliability,  customer service and support, and sales and marketing efforts. Our
competitors  vary in size and in the  scope and  breadth  of  services  offered.
Further, we encounter direct and indirect  competition from a number of sources,
including  traditional  media,   companies  that  provide  investment  research,
including  investment banks and brokerage firms, many of whom have their own Web
sites, investment  newsletters,  personal financial magazines and other Internet
providers  of  either  free or  subscription  research  services.  In  addition,
extensive company-specific  information,  as well as general investment research
relating to particular industries,  may be obtained,  frequently without charge,
from  widely-available  sources,  including  annual  reports,  Standard & Poor's
company reports, Value Line investment research reports, Media General Financial
Services and Disclosure,  all of which are available from public  libraries,  on
the Internet and from the companies to which these reports relate,  and industry
research appearing in financial periodicals.

We believe that the principal  competitive  factors in attracting  and retaining
information    providers    include   the   ability   to   provide    full-text,
publication-quality  research  reports  electronically  on  a  real-time  basis,
relationships with institutional investors interested in receiving this research
and the flexibility of open architecture  systems which enable any computer user
with  access  to a browser  to  receive  research  reports  regardless  of which
operating system controls the information  provider's computer.  We believe that
the  principal  competitive  factors in  attracting  and  retaining  subscribers
include price of the service,  the depth, breadth and timeliness of content, the
full-text  search  features  available  and the ease of use. We believe that the
principal competitive factors in attracting  advertisers will include the number
of   subscribers,    the    demographics   of   these    subscribers   and   the
"pre-qualification"  features  that  can be  offered  to  investment  banks  and
brokerage  firms.  There  can be no  assurance  that we will be able to  compete
favorably with respect to these or any other competitive factors.

Our  MultexNET  and  MultexNet   On-Demand   services  compete  with  large  and
well-established  distributors  of  financial  information,   including  Thomson
Financial First Call, Investext and I/B/E/S services.  Our MultexEXPRESS service
competes with services provided by in-house  information  services personnel and
independent systems  integrators.  Our Multex Investor service competes with Web
sites  that  offer  personal  finance  information,  and  Web  sites  hosted  by
investment  banks and brokerage firms,  such as CSFB and Prudential  Securities,
that offer a particular  firm's  research  reports online either  exclusively to
their  customers or more generally to the public.  Numerous  other  competitors,
including  Standard & Poor's,  Mergent  and  others,  offer  similar  investment
research-based services that compete, or may in the future compete, directly and
indirectly  with our  services.  Our Market  Guide  line of company  information
products and Multex Global Estimates, compete with offerings from S&P Compustat,
Media  General,  First  Call,  I/B/E/S,  and  Zacks.  Many of our  existing  and
prospective   competitors   have  longer  operating   histories,   greater  name
recognition, larger customer bases and significantly

                                       11
<PAGE>


greater  financial,  technical and marketing  resources than we do. As a result,
they may be able to respond  more  quickly to new or emerging  technologies  and
changes  in  investor   requirements,   or  devote  greater   resources  to  the
development, promotion and sale of their services than we can. These competitors
may be  able  to  undertake  more  extensive  marketing  campaigns,  adopt  more
aggressive  pricing  policies  and make  more  attractive  offers  to  potential
employees, subscribers,  strategic partners and providers of investment research
information.

CUSTOMER CONCENTRATION

Historically,  a significant portion of the Company's revenues in any particular
period has been attributable to a small number of customers.  The composition of
the  Company's  largest  customers  has varied  from year to year.  Sales to the
Company's three largest customers  accounted for approximately  20.4%, 21.5% and
22.1% of the Company's revenues during fiscal 1999, 2000 and 2001, respectively.
Moreover,   sales  by  the  Company  to  Merrill  Lynch  &  Co.   accounted  for
approximately  10.2%, 13.5% and 11.1% of revenues in fiscal 1999, 2000 and 2001,
respectively.  The loss of any significant  customer,  including Merrill Lynch &
Co., could have a material adverse affect on the Company's  business,  financial
condition and results of operations.

INTELLECTUAL PROPERTY

Our future  success  will  depend,  in  significant  part,  on our  intellectual
property,  and we rely on copyright,  patent, trade secret and trademark laws in
the United States and other  jurisdictions to protect our proprietary rights. We
own  copyrights  and  trade  secrets  in  the  network  architecture,   database
structure,  computer software, and online materials,  including content, that we
have  developed  or acquired,  and  currently  hold limited  licenses to use and
distribute  software in which third parties own  copyrights  and trade  secrets,
including  standard  software  packages  for  electronic  document  and database
management.  We have also  entered  into  limited  license  agreements  with the
investment banks,  brokerage firms and other third-party research providers that
own the copyrights in research reports that we distribute electronically.  There
can be no  assurance  that we will be able to maintain our licenses for research
content,  that we  will  be able to  obtain  these  licenses  in the  future  on
commercially  reasonable  terms, if at all, or that our competitors  will not be
able to  independently  develop  competing  services that avoid  infringing  our
proprietary  rights.  Also, because none of our licenses of research content are
exclusive,  this  content is and will be  available  to our  current  and future
competitors.  Failure  on our part to  protect  or  secure  ownership  of, or to
maintain  licensed  rights to use and distribute  content of others could have a
material and adverse effect on our business, results of operations and financial
condition.

We have been issued U.S. and foreign  patents that claim  certain  aspects of an
information  delivery and  authentication  system that provides  entitlement and
electronic  distribution  of research  documents  over the Internet,  as well as
aspects of systems that provide intelligent  categorization of documents.  These
patents expire between 2016 and 2019. We have filed  applications for additional
U.S. and foreign patents covering various aspects of our core technology.  There
can be no assurance that any of our pending patent applications will be allowed,
that any patents will be issued to us even if the respective  applications  have
been or will be allowed,  or that any patents  that are issued to us will not be
successfully  challenged  by others or  otherwise  invalidated.  We also rely on
trade secrets and  proprietary  know-how for certain  unpatented  aspects of our
business information and technology. To protect such information, we require all
employees,  consultants and licensees to enter into  confidentiality  agreements
limiting the disclosure and use of such  information.  There can be no assurance
that these  agreements  provide  meaningful  protection or that they will not be
breached,  that we will have adequate  remedies for any such breach, or that our
trade  secrets,  proprietary  know-how,  and  technological  advances  will  not
otherwise become known to others.  In addition,  there can be no assurance that,
despite  precautions we have taken,  others have not obtained or will not obtain
access to our proprietary  technology.  Further,  there can be no assurance that
third parties will not independently develop substantially  equivalent or better
technology or acquire equivalent business information.

We rely upon and seek to  protect  the  trademarks  and  service  marks  that we
currently  use,  and  those  that  we  intend  to  use in  the  future,  through
registration in the United States and other jurisdictions.  We have been granted
United States federal and various foreign  registrations for Multex,  MultexNET,
MultexEXPRESS  and Multex  Investor,  as well as certain  associated  logos,  as
trademarks  and service  marks,  and have applied for  registration  of the same
marks  in  various  other  foreign  jurisdictions.  We also  use  the  following
trademarks and service marks:  Multex,  Multex.com,  the Multex.com logo, Multex
Research-On-Demand,  Market Guide and Multex Global Estimates. United States and
various foreign  applications  are pending for the other marks.  There can be no
assurance  that our

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<PAGE>


use of and interest in these trademarks and service marks will be subject to any
legal  protection  in any of the  jurisdictions  in which we now do  business or
might do business in the future, nor that they, or any of the registrations that
have already been granted to us, will not be  successfully  challenged by others
and invalidated through administrative process or litigation. As our business is
dependent on brand  recognition in the marketplace,  any failure to maintain and
protect  our  trademarks  and service  marks  could have a material  and adverse
effect on our business, results of operations and financial condition.

We have  licensed and expect to license some of our  proprietary  technology  to
third parties,  including joint ventures with third parties,  in connection with
the  establishment  of  our  international  business  operations,  which  may be
controlled  by these  third  parties.  While we will  attempt to ensure that our
proprietary rights will be protected by our business partners, no assurances can
be given that these  partners  will not take actions that could  materially  and
adversely  affect the value of our  proprietary  rights or the reputation of our
services and technologies.  We currently license some aspects of our text search
functionality  and relational  database  technologies  from third  parties.  Our
failure  to  maintain  these  licenses,  or to  find  a  replacement  for  these
technologies  in a timely  and  cost-effective  manner,  could  have a  material
adverse effect on our business, results of operations and financial condition.

Legal standards relating to the validity, enforceability and scope of protection
of proprietary rights in Internet-related  businesses are still evolving, and no
assurance  can be  given  as to the  future  viability  or  value  of any of our
proprietary rights.

GOVERNMENT REGULATION

We are subject,  both directly and indirectly,  to various laws and governmental
regulations  relating  to  our  business.   There  are  currently  few  laws  or
regulations  directly  applicable to commercial online services or the Internet.
However, due to the increasing  popularity and use of commercial online services
and the Internet,  it is possible that a number of laws and  regulations  may be
adopted with respect to commercial online services and the Internet.  These laws
and regulations may cover issues including,  for example, user privacy,  pricing
and  characteristics  and  quality  of  products  and  services.  Moreover,  the
applicability  to commercial  online  services and the Internet of existing laws
governing issues including, for example, property ownership,  libel and personal
privacy is  uncertain  and could  expose us to  substantial  liability.  Any new
legislation or regulation or the application of existing laws and regulations to
the Internet could have a material and adverse  effect on our business,  results
of operations and financial condition.

As our services are available over the Internet anywhere in the world, and as we
intend to offer services  specifically aimed at jurisdictions outside the United
States,  multiple  jurisdictions may claim that we are required to qualify to do
business as a foreign corporation in each of those jurisdictions.  Failure by us
to qualify as a foreign  corporation in a jurisdiction  where we are required to
do so could subject us to taxes and penalties for the failure to qualify.  It is
possible that state and foreign  governments  might also attempt to regulate our
transmissions  of content on our Web sites or  prosecute  us for  violations  of
their laws.  There can be no assurance that violations of local laws will not be
alleged  or  charged  by  state  or  foreign  governments,  that  we  might  not
unintentionally  violate these laws or that these laws will not be modified,  or
new laws enacted, in the future.

EMPLOYEES

At December  31,  2001,  we  employed  506  persons,  compared to 561 persons at
December 31, 2000. Our future  success will depend in substantial  part upon our
ability to attract  and  retain  highly  qualified  employees.  Competition  for
personnel, in particular information technology  professionals,  is intense, and
there can be no assurance  that we will be able to retain our senior  management
or other key employees, or that we will be able to attract and retain additional
qualified  personnel in the future.  Our  employees are not  represented  by any
collective  bargaining  organization  and we  consider  our  relations  with our
employees to be good.

ITEM 2.       PROPERTIES

Our corporate  headquarters  are located in New York, New York,  where we occupy
approximately  40,000 square feet under a lease that expires in 2010. This space
accommodates  our corporate  headquarters  and one of our data centers.  We also
lease 15,000 square feet of space in New York City, which  accommodates  another
of our data

                                       13
<PAGE>


centers and related staff.  This lease expires in 2012. We have a third location
located  in New York City where we lease  approximately  36,000  square  feet of
space  under a lease that  expires in 2005.  We also have  approximately  19,000
square  feet of space  located  in Lake  Success,  New York  under a lease  that
expires in 2005.

We  currently  lease  approximately  6,000  square  feet of office  space in San
Francisco, California under a lease that expires in 2004. We lease approximately
8,500 square feet of office space in London.  This lease expires in 2010 with an
option  to  terminate   the  lease  in  2005.  In  Hong  Kong,  we  are  leasing
approximately  3,000  square  feet under a lease  that  terminates  in 2004.  In
Scotland,  we are leasing  approximately  13,000  square feet under a lease that
terminates in 2008.

We  believe  that we  will be able to  obtain  additional  space  as  needed  on
commercially reasonable terms.

ITEM 3.       LEGAL PROCEEDINGS

On and after May 8, 2001,  several  putative  shareholder  class action lawsuits
were filed against the Company,  certain of our current and former  officers and
directors,  and a number of investment banks, including some of the underwriters
of our initial  public  offering.  The lawsuits  were filed in the United States
District Court for the Southern District of New York. The lawsuits assert claims
against us pursuant to Sections  11 and 15 of the  Securities  Act of 1933,  and
pursuant to Sections 10(b) and 20(a) of the Securities  Exchange Act of 1934, as
well  as  Rule  10b-5  promulgated   thereunder.   Plaintiffs  allege  that  the
underwriter  defendants  agreed to allocate stock in our initial public offering
to certain  investors in exchange for excessive and undisclosed  commissions and
agreements  by those  investors  to make  additional  purchases  of stock in the
aftermarket at pre-determined prices.  Plaintiffs allege that the prospectus for
our  initial  public  offering  was false and  misleading  in  violation  of the
securities  laws  because it did not  disclose  these  arrangements.  We and our
current and former officers and directors are vigorously  defending the actions.
The lawsuits now have been  consolidated  into a single  action,  which is being
coordinated with over three hundred other nearly identical actions filed against
other  companies  before one judge. No date has been set for any response to the
complaints. The complaints seek damages in an unspecified amount.

While the outcome of the claims against us cannot be predicted  with  certainty,
management  does not believe that the outcome of these legal matters will have a
material adverse effect on our results of operations or financial condition.

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

No matters were submitted to a vote of stockholders  through the solicitation of
proxies  or  otherwise  during the fourth  quarter  of the  fiscal  year  ending
December 31, 2001.

                                       14
<PAGE>


                                     PART II

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

                           PRICE RANGE OF COMMON STOCK

Multex's  common stock has been quoted on the Nasdaq  National  Market under the
symbol "MLTX" since March 17, 1999. The following  table sets forth the range of
high and low bid  information  (in  dollars  per  share) as quoted on the Nasdaq
National Market for Multex common stock for the periods indicated.

Calendar Year 2000:                                    High          Low
                                                       ----          ---

   First Quarter                                      $ 38.00      $ 23.50
   Second Quarter                                       35.50        12.50
   Third Quarter                                        29.50        16.88
   Fourth Quarter                                       19.00         7.88

Calendar Year 2001:                                    High          Low
                                                       ----          ---

   First Quarter                                      $ 22.38      $ 11.25
   Second Quarter                                       17.68        12.00
   Third Quarter                                        17.25         1.88
   Fourth Quarter                                        7.05         2.00


                                     HOLDERS

As of March 26,  2002,  there were  approximately  249  holders of record of our
common stock.

                                 DIVIDEND POLICY

We have not  declared  or paid any cash  dividends  on our  capital  stock since
inception.  We intend to retain any future earnings to finance the operation and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable  future.  Consequently,  stockholders  will  need to sell  shares of
common stock in order to realize a return on their investment, if any.

                                       15
<PAGE>


ITEM 6.       SELECTED CONSOLIDATED FINANCIAL DATA

The following selected  consolidated  historical  financial data is qualified by
reference to, and should be read in conjunction  with, the historical  financial
statements  of Multex and the notes  thereto and  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations"  included  elsewhere
herein.

<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                                   ------------------------
                                               2001           2000          1999           1998            1997
                                               ----           ----          ----           ----            ----
                                                       (in thousands, except share and per share data)
<S>                                         <C>           <C>            <C>           <C>             <C>
Statement of Operations Data:
Gross revenues..........................    $    96,615   $    85,942    $    40,850   $    22,021     $    12,616
Performance-based warrants..............         (2,915)            -              -             -               -
                                            ------------  -----------    -----------   -----------     -----------
Net revenues............................         93,700        85,942         40,850        22,021          12,616
Cost of revenues........................         25,174        17,839         10,569         5,083           2,720
Gross profit............................         68,526        68,103         30,281        16,938           9,896
Operating expenses:
Sales and marketing.....................         25,921        26,017         26,379         8,667           4,568
Research and development................          8,003        10,149          6,301         3,167           2,873
General and administrative..............         32,065        25,000         14,403        10,240           8,742
Depreciation and amortization...........         17,867        11,163          4,011         2,310           1,684
Impairment and restructuring charges....         27,387             -              -             -               -
                                            -----------   -----------    -----------   -----------     -----------
Total operating expenses................        111,243        72,329         51,094        24,384          17,867

Loss from operations....................        (42,717)       (4,226)       (20,813)       (7,446)         (7,971)
Net interest income (expense)...........          1,710         3,126          2,245          (186)             60
Other income (expense)..................         (1,060)            -         (5,713)         (716)              -
                                            ------------  -----------    ------------  ------------   ------------
Loss from continuing operations before
income taxes............................        (42,067)       (1,100)       (24,281)       (8,348)         (7,911)
Income tax expense......................            668            95          1,030           276               7
                                            -----------   -----------    -----------   -----------     -----------
Loss from continuing operations.........        (42,735)       (1,195)       (25,311)       (8,624)         (7,918)
Discontinued operations.................              -             -            332          (214)         (1,087)
                                            ------------  -----------    -----------   ------------    ------------
Net loss................................    $   (42,735)  $    (1,195)   $   (24,979)  $    (8,838)    $    (9,005)
                                            ============  ============   ============  ============    ============

Basic and diluted loss from continuing
operations per share....................    $      (1.33) $      (0.04)  $      (1.17) $      (1.49)   $      (1.46)
                                            ============= =============  ============= =============   =============
Basic and diluted net loss per share....    $      (1.33) $      (0.04)  $      (1.15) $      (1.51)   $      (1.62)
                                            ============= =============  ============= =============   =============

Shares used in calculating net loss
per share -- basic and diluted..........       32,162,000    30,260,000     22,688,000     7,610,000       6,892,000
                                            ============= =============  ============= =============   =============

<CAPTION>
                                                                    Years Ended December 31,
                                                                    ------------------------
                                               2001           2000          1999           1998           1997
                                               ----           ----          ----           ----           ----
                                                                        (in thousands)
<S>                                         <C>           <C>            <C>           <C>             <C>
Balance Sheet Data:
Cash, cash equivalents and marketable
securities..............................    $    41,798   $    45,730    $    39,117   $    24,171    $    11,007
Working capital.........................         46,912        54,579         37,519        21,958          8,882
Total assets............................        134,886       174,521         65,600        33,183         18,542
Deferred revenues.......................          9,058        10,533          5,691         3,376          2,003
Long-term debt..........................              -            84            193           403            762
Convertible preferred stock.............              -             -              -        59,860         37,234
Total stockholders' equity (deficit)....        114,266       146,125         47,200       (34,123)       (25,111)
</TABLE>

                                       16
<PAGE>


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

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
MULTEX SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED  FINANCIAL STATEMENTS
AND THE NOTES TO THOSE STATEMENTS  INCLUDED  ELSEWHERE  HEREIN.  THIS DISCUSSION
CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES AND ARE
MADE UNDER THE SAFE  HARBOR  PROVISIONS  OF THE  PRIVATE  SECURITIES  LITIGATION
REFORM ACT OF 1995. WORDS SUCH AS "ANTICIPATES,"  "EXPECTS," "INTENDS," "PLANS,"
"BELIEVES,"   "SEEKS,"   "ESTIMATES,"  AND  SIMILAR  EXPRESSIONS  IDENTIFY  SUCH
FORWARD-LOOKING STATEMENTS. MULTEX'S ACTUAL RESULTS AND TIMING OF CERTAIN EVENTS
COULD  DIFFER  MATERIALLY  FROM  THOSE  ANTICIPATED  IN  THESE   FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS,  INCLUDING, BUT NOT LIMITED TO, THOSE
SET FORTH UNDER "RISK  FACTORS THAT MAY AFFECT  FUTURE  RESULTS"  AND  ELSEWHERE
HEREIN.  UNLESS  REQUIRED BY LAW,  MULTEX  UNDERTAKES  NO  OBLIGATION  TO UPDATE
FORWARD-LOOKING  STATEMENTS.  READERS  SHOULD  ALSO  CAREFULLY  REVIEW  THE RISK
FACTORS SET FORTH IN OTHER REPORTS AND DOCUMENTS  MULTEX FILES FROM TIME TO TIME
WITH THE SECURITIES AND EXCHANGE COMMISSION.

OVERVIEW

Multex.com,  Inc. is a global provider of investment  information and technology
solutions  for the  financial  services  industry,  including  brokerage  firms,
professional money management firms, hedge funds,  venture capital firms, mutual
funds,  investment banks,  corporations and individual investors.  We offer four
main products, as follows:

o    MultexNET, launched in June 1996, provides access to real-time,  commingled
     equity and fixed income research, global earnings and revenue estimates and
     company   fundamental   information   to   buyside   investors,    sellside
     institutions, public and private corporations and libraries of professional
     service firms;

o    MultexEXPRESS,  launched in January 1997,  offers the development,  hosting
     and real-time  distribution of research and other investment information on
     customized Web sites to buyside  investments firms,  sellside  institutions
     and other financial services companies;

o    Multex  Investor,  launched in November  1998, is the  Company's  financial
     destination  Web site that provides  financial  data and access to free and
     pay-per-view research on an embargoed basis;

o    Market Guide  database,  acquired in September  1999,  provides  investment
     information products to financial institutions and Web sites, institutional
     investors, corporations and professional vendors.

MultexNET  is  offered  either  as a one-  to  three-year  subscription  or on a
transactional  basis.  The  product  allows  entitled  institutional  investors,
corporations, financial institutions and advisors to access full-text investment
research reports on a real-time basis from investment banks, brokerage firms and
other  third-  party  research  providers  over the  Internet  or through  other
distribution channels.

MultexEXPRESS  is also  offered  pursuant  to one to three  year  subscriptions,
generating  revenue from  professional  service and license fees.  MultexEXPRESS
enables  financial   institutions  to  distribute  their  proprietary  financial
research,  as well as other  corporate  documents,  over the  Internet,  through
intranets and other private networks.

Multex Investor provides individual  investors who register as members access to
a range  of  financial  reports  and  services  online  from a  majority  of the
contributors to MultexNET. These reports are available either free of charge, or
for a fee  determined  by  the  research  provider.  Multex  Investor  generates
revenues from sales transactions, email and banner advertising, and contractual,
lead-generating  sponsorships.  Sponsors to Multex Investor include full-service
brokerage  firms and  other  financial  institutions  interested  in  attracting
individual investors to their products, services and brands.

                                       17
<PAGE>


Market Guide acquires, integrates,  condenses and publishes accurate, timely and
objective  financial,  descriptive and other information on public corporations.
Market Guide generates  revenue primarily by licensing its database in single or
multi-year contracts.

GENERAL

In September 1999, Multex acquired Market Guide Inc. in a transaction  accounted
for as a pooling of interests.  The consolidated statement of operations for the
year ended  December 31, 1999 includes the calendar  results of  operations  for
Multex and Market Guide for the year ended December 31, 1999.

RESULTS OF OPERATIONS

The following  table shows the percentage of total  revenues  represented by the
items in our consolidated statements of operations.

                                                      YEARS ENDED DECEMBER 31,
                                                      2001      2000      1999
                                                     ------    ------    ------

Revenues                                                100%      100%      100%
Performance-based warrants                             -3.0%       --        --
                                                     ------    ------    ------
Net revenues                                           97.0%      100%      100%
Cost of revenues                                      -26.1%    -20.8%    -25.9%
                                                     ------    ------    ------
Gross profit                                           70.9%     79.2%     74.1%
Operating expenses:
     Sales and marketing                               26.8%     30.3%     64.6%
     Research and development                           8.3%     11.8%     15.4%
     General and administrative                        33.2%     29.1%     35.3%
     Depreciation and amortization                     18.5%     13.0%      9.8%
     Impairment and restructuring charges              28.3%     --        --
                                                     ------    ------    ------
Total operating expenses                              115.1%     84.2%    125.1%
Loss from operations                                  -44.2%     -4.9%    -50.9%
Other income (expense):
     Net interest income                                1.7%      3.6%      5.5%
     Other income (expense)                            -1.0%       --      14.0%
                                                     ------    ------    ------
Loss from continuing operations before income taxes   -43.5%     -1.3%    -59.4%
Income tax expense                                      0.7%      0.1%      2.5%
                                                     ------    ------    ------
Loss from continuing operations                       -44.2%     -1.4%    -62.0%
Discontinued operations                                  --        --       0.9%
                                                     ------    ------    ------
Net loss                                              -44.2%     -1.4%    -61.1%
Redeemable preferred stock dividends                     --        --      -2.9%
                                                     ------    ------    ------
Net loss attributable to common shareholders          -44.2%     -1.4%    -64.1%
                                                     ======    ======    ======


YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Revenues

Multex's gross revenues  consist of  subscription  fees for MultexNET,  sales of
investment   research  on  a  pay-per-view   basis  through   Multex   OnDemand,
subscription,  development, hosting and license fees for MultexEXPRESS,  license
and   redistribution   fees  for  the  Market  Guide  database,   and  sales  of
sponsorships,  advertising and investment  research  through the Multex Investor
Web site. We also provide professional services to select MultexEXPRESS clients,
including software development, customization and integration services.

Gross revenues  increased 12.4% to $96.6 million for the year ended December 31,
2001 from $85.9  million for the year ended  December 31, 2000.  The increase in
revenues  reflects  increased  revenues in all product  lines  except for Multex
Investor, which declined 26%, reflecting a sharp decline in advertising revenue.

MultexEXPRESS  revenue  increased  24% for the year  ended  December  31,  2001,
reflecting an increase in hosting and  maintenance  fees resulting from a larger
client  base,   partially  offset  by  a  decrease  in  revenue  resulting  from
cancellations from certain customers in the first quarter of 2001.

                                       18
<PAGE>


MultexNET sales increased 10% for the year ended December 31, 2001. The increase
in MultexNET  sales was  primarily  attributable  to the steady  increase in the
MultexNet subscription  business,  partially offset by declining OnDemand report
sales in the second half of fiscal 2001. The OnDemand  transaction  business has
the greatest sensitivity to uncertainty in the global financial marketplace.  We
believe the  OnDemand  business  will  improve as the global  financial  markets
stabalize and investment banking activity improves.

Multex  Investor  experienced a 26% decline in year over year revenue growth for
the year ended December 31, 2001. The revenue  declines for the year reflect the
global slowdown in the financial markets coupled with lower advertising revenue.
However,  the fourth quarter of 2001 witnessed a 28% increase in  MultexInvestor
revenue on a  sequential  basis.  This  reflected  an  increase  in  transaction
revenues and increased  advertising revenue as advertisers target sites with our
demographics.

Market  Guide  revenues  increased  35% on a year over year basis for the fiscal
year ended December 31, 2001. This primarily  resulted from the inclusion of the
Multex Global Estimates  (formerly Barra Global Estimates)  business,  which was
acquired in December  2000.  Market Guide revenues were  negatively  impacted by
customers declaring  bankruptcy or experiencing  financial  difficulties,  which
resulted in terminations of many agreements and price renegotiations.

All of the  Company's  product lines were  negatively  affected by the terrorist
attacks  on  September  11,  2001 and by the  continued  weakness  in the global
financial  markets.  However,  fourth quarter revenues  reversed two quarters of
declining  revenues -  registering  a 5% increase in  sequential  revenues  when
compared to the third quarter of 2001.

For the year ended December 31, 2001, the Company  recorded  performance-related
warrant charges totaling $2.9 million associated with warrants issued to Merrill
Lynch  &  Co.,  Inc.  The  Company  has  classified  this  non-cash  expense  as
contra-revenue,    thereby    lowering   the   Company's   net   revenue.    The
performance-based warrant charges will continue to be recorded by the Company in
each  period  that  warrants  are  earned  by  Merrill  Lynch.   There  were  no
performance-based warrant charges in the year ended December 31, 2000.

Cost of Revenues

Cost of revenues consist  primarily of fees payable to distributors of MultexNET
and Multex OnDemand, royalties payable to the authors of investment research and
content  offered  through Multex  OnDemand,  and the Multex  Investor and Market
Guide  web  sites,   internal  and  external   development  costs  incurred  for
MultexEXPRESS customers, research department costs related to the collection and
processing  of  financial  data  and  global   earnings   estimates,   and  data
communications costs.

Cost of revenues  increased  41.1% to $25.2 million for the year ended  December
31,  2001  from  $17.8  million  for the year  ended  December  31,  2000.  As a
percentage of gross revenues,  cost of revenues  increased to 26.1% for the year
ended  December 31, 2001 from 20.8% for the year ended  December  31, 2000.  The
increase  in  cost  of  revenues  was  primarily  due to the  inclusion  of data
collection   costs   related   to  the   Global   Estimates   business,   higher
telecommunication  costs resulting from our new data center and costs associated
with customization work related to development and enhancements of MultexEXPRESS
sites.

Operating Expenses

SALES AND MARKETING. Sales and marketing expenses consist primarily of salaries,
commissions,  advertising,  public  relations,  tradeshow  expenses and costs of
marketing  materials.  Sales  and  marketing  expenses  decreased  0.4% to $25.9
million for the year ended  December  31,  2001 from $26.0  million for the year
ended December 31, 2000. As a percentage of gross revenues,  sales and marketing
expenses  decreased to 26.8% for the year ended December 31, 2001 from 30.3% for
the year ended ended  December  31, 2000.  The  decrease in sales and  marketing
expenses was primarily due to lower advertising and marketing  promotions offset
in part by an increase in sales commissions  resulting from an increase in gross
revenues.

RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of
salaries and benefits. Research and development expenses decreased 21.1% to $8.0
million for the year ended  December  31,  2001 from $10.1  million for the year
ended  December  31,  2000.  As a  percentage  of gross  revenues,  research and
development

                                       19
<PAGE>


expenses  decreased to 8.3% for the year ended  December 31, 2001 from 11.8% for
the year ended  December  31, 2000.  The  decrease in research  and  development
expenses in dollar terms was primarily attributable to an increase in the number
of internally  developed  software projects being capitalized in accordance with
SOP 98-1,  ACCOUNTING FOR THE COSTS OF COMPUTER  SOFTWARE  DEVELOPED OR OBTAINED
FOR  INTERNAL  USE as well as a decline  in the number of  developers  on staff.
Total costs  capitalized  in  accordance  with SOP 98-1 was  approximately  $2.8
million for the year ended  December  31, 2001 and  $150,000  for the year ended
December 31, 2000.

GENERAL  AND  ADMINISTRATIVE.   General  and  administrative   expenses  consist
primarily  of  salaries  and  benefits,   fees  for  professional  services  and
consultants,  facility  expenses,  overhead,  and office  supplies and expenses.
General and  administrative  expenses  increased  28.3% to $32.1 million for the
year ended  December 31, 2001 from $25.0 million for the year ended December 31,
2000. As a percentage of gross  revenues,  general and  administrative  expenses
increased to 33.2% for the year ended  December 31, 2001 from 29.1% for the year
ended December 31, 2000. Growth in general and administrative  expenses reflects
an increase in  compensation  expense,  higher bad debt reserves,  and increased
professional fees related to development, legal and tax services.  Additionally,
the fiscal  year ended  December  31, 2001  included  recognition  of  operating
expenses  related  to the BARRA  Global  Estimates  business.  The BARRA  Global
estimates acquisition was consummated in December 2000.

DEPRECIATION AND  AMORTIZATION.  Depreciation and amortization  expenses consist
primarily  of  depreciation  related to fixed  assets,  computer  equipment  and
software,  and  leasehold  improvements,  and  amortization  related to recently
acquired  companies and the cost of warrants issued to Merrill Lynch & Co., Inc.
Depreciation  and  amortization  for the fiscal  year ended  December  31,  2001
increased 60.1% to $17.9 million,  compared to $11.2 million for the fiscal year
ended  December 31, 2000. As a percentage of gross  revenues,  depreciation  and
amortization  expenses  increased to 18.5% for the year ended  December 31, 2001
from  13.0%  for the  year  ended  December  31,  2000.  The  increase  reflects
amortization related to the BARRA Global estimates business acquired in December
2000 and  increased  depreciation  and  amortization  expenses  associated  with
additional computer purchases and leasehold improvements related to the new data
center beginning operations in the first quarter of 2001.

IMPAIRMENT  AND  RESTRUCTURING  CHARGES.  For the fiscal year ended December 31,
2001,  the Company  recorded a $27.4 million  charge  related to impairment  and
restructuring  charges.  The impairment charge was incurred in the quarter ended
June 30, 2001 and totaled $25.6 million reflecting the decision by management to
exit the Sage Online  business and the BuzzCompany  product line.  Components of
this charge  included  $25.4  million  reduction  to goodwill  and $0.2  million
write-off of property and equipment.

The  restructuring  charge was incurred in the quarter ended  September 30, 2001
and totaled $1.8  million,  reflecting  the decision by management to reduce its
cost structure to better match its current and anticipated  revenue levels,  and
to  refocus  its  sales  and  marketing  campaigns.  Components  of this  charge
included,  (i) cash  charges  of  approximately  $0.8  million  for  involuntary
termination and severance benefits for approximately 100 employees (ii) non-cash
charges of  approximately  $0.4 million for  termination of marketing  contracts
associated  with the Sage Online  business  and (iii)  non-cash  charges of $0.6
million for termination of an operating lease and related writedown of leasehold
improvements at a New York City location.

Loss from Continuing Operations

Loss  from  continuing  operations  totaled  $42.7  million  for the year  ended
December 31, 2001 compared to a loss from continuing  operations of $1.2 million
for the year ended December 31, 2000. Loss from continuing  operations  reflects
approximately  $27.4 million in impairment and restructuring  charges and higher
operating expenses.

Interest Income (Expense)

Net interest income  decreased 45.3% to $1.7 million for the year ended December
31, 2001 from $3.1 million for the year ended December 31, 2000. The decrease in
net interest income is primarily attributable to a decline in interest rates and
a lower cash balance.

Equity in Loss from Unconsolidated Business

Equity in loss of  unconsolidated  business reflects a $930,000 loss the Company
recognized from its equity

                                       20
<PAGE>


investment in  TheMarkets.com  LLC. This investment was completed in the quarter
ended  September 30, 2001.  There were no comparable  transactions in the fiscal
year ended December 31, 2000.

Income Taxes

Income tax expense totaled  $668,000 for the fiscal year ended December 31, 2001
compared to income taxes of $95,000 for the year ended December 31, 2000. Income
tax expense  for the year ended  December  31, 2001  consists of state and local
franchise taxes of $387,000,  federal alternative minimum tax of $81,000, and an
income tax audit provision of $200,000.

At  December  31,  2001,   Multex  had  net  operating  loss   carryforwards  of
approximately   $63.2   million  and   research  and   development   credits  of
approximately  $2.3 million for income tax purposes  that expire in 2009 through
2020.  The  utilization  with regard to timing and amount of the  Company's  net
operating  loss  carryforwards  may be limited  due to changes in the  Company's
ownership pursuant to Section 382 of the Internal Revenue Code.

Net loss

The  Company  recorded a net loss of $42.7  million,  or a net loss per share of
$1.33,  for the fiscal year ended December 31, 2001 compared to net loss of $1.2
million, or a net loss per share of $0.04, for the year ended December 31, 2000.
The net loss reflects the global slowdown in the financial  marketplace,  higher
cost of revenue and operating  expenses,  impairment and restructuring  charges,
lower interest income, and the equity loss from an unconsolidated business.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Revenues

Revenue from MultexNET  subscriptions is recognized in equal  installments  over
the term of the subscription.  Revenue from transactions on MultexNET and Multex
Investor are recognized upon sale. Some of the transactional  users of MultexNET
pay a flat annual fee for the service,  which entitles them to receive  research
and other reports at a discounted rate. Revenues from these users are recognized
in  equal  installments  over  the  term  of  the  subscription.   Revenue  from
sponsorships  to Multex  Investor is recognized in equal  installments  over the
term of the  sponsorship.  Revenue  from  professional  service  fees related to
MultexEXPRESS is recognized upon completion of service, whereas the license fees
are  recognized  over the term of the  agreement.  Market Guide license fees are
recognized over the term of the agreement.

Multex's  revenues  consist of  subscription  fees for MultexNET,  subscription,
development and hosting fees for MultexEXPRESS,  sales of investment research on
a   pay-per-view   basis   through   Multex   Research-On-Demand,   license  and
redistribution  fees for the Market Guide database,  and sales of  sponsorships,
advertising and investment research through the Multex Investor and Market Guide
Web  sites.  We also  provide  professional  services  to  select  MultexEXPRESS
clients, including software development, customization and integration services.
On occasion, as a service to our clients, we have acquired equipment for resale.

Revenues  increased  110% to $85.9 million for the year ended  December 31, 2000
from $40.9  million  for the year ended  December  31,  1999.  The  increase  in
revenues was attributable to a number of factors: a significant  increase in the
number of  institutions  and  individuals  using our  pay-per-view  service,  an
increase in companies  subscribing  to  MultexNET,  an increase in the number of
installations  utilizing  MultexEXPRESS to distribute their proprietary research
to  their  employees  and  customers,  an  increase  in the  number  of  vendors
distributing   the  Market  Guide  database,   and  increased   advertising  and
sponsorship  revenues  from the  Multex  Investor  and  Market  Guide Web sites.
Additionally,  revenue  reflects the inclusion of  approximately  nine months of
sales from Sage Online,  approximately  seven months of sales from Buzz Company,
and less than one month of revenue from the BARRA estimates business.

                                       21
<PAGE>


Cost of Revenues

Cost of revenues consists primarily of fees payable to distributors of MultexNET
and Multex  Research-On-Demand,  royalties  payable to the authors of investment
research and content offered through Multex Research-On-Demand,  Multex Investor
and  marketguide.com,  internal  and  external  development  costs  incurred for
MultexEXPRESS customers, research department costs related to the collection and
processing of financial data and earnings estimates,  purchases of equipment for
resale and data communications costs.

Cost of revenues increased 68.8% to $17.8 million in the year ended December 31,
2000 from $10.6 million for the year ended December 31, 1999. As a percentage of
revenues,  cost of revenues  decreased to 20.8% for the year ended  December 31,
2000 from 25.9% for the year ended  December 31,  1999.  The increase in cost of
revenues  in dollar  terms was  primarily  due to royalty and  distribution  fee
payments as a result of increased sales of Multex Research-On-Demand,  increased
data  collection  costs related to the maintenance and enhancement of the Market
Guide  database,  growth in web site  traffic  resulting  in  increased  royalty
payments to content  providers,  increased Web site development  costs resulting
from the increased  number of MultexEXPRESS  installations,  and additional data
communications  charges  resulting from  increased  sales of  subscriptions  for
MultexNET and installations of MultexEXPRESS.

Operating Expenses

SALES AND MARKETING. Sales and marketing expenses consist primarily of salaries,
commissions,  advertising,  public  relations,  tradeshow  expenses and costs of
marketing  materials.  Sales  and  marketing  expenses  decreased  1.4% to $26.0
million for the year ended  December  31,  2000 from $26.4  million for the year
ended  December 31,  1999.  As a percentage  of  revenues,  sales and  marketing
expenses  decreased to 30.3% for the year ended December 31, 2000 from 64.6% for
the year ended December 31, 1999.  The decrease in sales and marketing  expenses
reflect a sharp  reduction  in  advertising  expense  combined  with a favorable
adjustment to the  accounting  for sales  commission  expense due to a change in
facts and circumstances.

RESEARCH AND DEVELOPMENT. Research and development expenses consist primarily of
salaries and benefits.  Research and  development  expenses  increased  61.1% to
$10.1  million for the year ended  December  31, 2000 from $6.3  million for the
year ended  December  31,  1999.  As a  percentage  of  revenues,  research  and
development  expenses  decreased  to 11.8% for the year ended  December 31, 2000
from 15.4% for the year ended  December 31,  1999.  The increase in research and
development  expenses in dollar  terms was  primarily  due to an increase in the
number of  developers  employed by us,  salary  increases,  and costs related to
creating and developing new products and enhancements.

GENERAL  AND  ADMINISTRATIVE.   General  and  administrative   expenses  consist
primarily of salaries and benefits,  fees for professional services and facility
expenses.  General and administrative  expenses increased 73.6% to $25.0 million
for the year  ended  December  31,  2000 from $14.4  million  for the year ended
December 31,  1999.  As a percentage  of  revenues,  general and  administrative
expenses  decreased to 29.1% for the year ended December 31, 2000 from 35.3% for
the year ended  December  31, 1999.  The increase in general and  administrative
expenses  in  dollar  terms  in  each  period  was  primarily  due to  increased
personnel,  professional service fees and facility expenses necessary to support
our domestic and international growth.

DEPRECIATION AND  AMORTIZATION.  Depreciation and amortization  expenses consist
primarily  of  depreciation  related to fixed  assets,  computer  equipment  and
software,  and  leasehold  improvements,  and  amortization  related to recently
acquired  companies  and the ongoing cost of warrants  issued to Merrill Lynch &
Co., Inc.  Depreciation  and amortization for the fiscal year ended December 31,
2000 increased 178.3% to $11.2 million,  compared to $4.0 million for the fiscal
year ended  December 31, 1999. As a percentage of gross  revenues,  depreciation
and  amortization  expenses  increased to 13.0% for the year ended  December 31,
2000 from 9.8% for the year ended December 31, 1999. The increase  reflects $2.1
million in expenses  related to the amortization of warrants and $2.9 million in
amortization  of intangibles  and goodwill  related to the  acquisitions of Sage
Online,  Buzz  Company  and Barra  Global  Estimates.  There  was no  comparable
amortization in 1999.

                                       22
<PAGE>


Loss from Operations

As a result of increased sales coupled with tighter cost control measures,  loss
from operations  decreased 79.7% to $4.2 million for the year ended December 31,
2000 from $20.8 million for the year ended December 31, 1999. As a percentage of
revenues,  loss from  operations  was 4.9% for the year ended  December 31, 2000
compared to 51.0% for the year ended December 31, 1999.

Other Income (expense)

Net interest income  increased 39.2% to $3.1 million for the year ended December
31, 2000 from $2.2 million for the year ended  December  31, 1999.  The increase
relates to additional cash from the sale of common stock.

For the year ended December 31, 1999,  Multex  recorded $5.7 million in expenses
related to the September  1999  acquisition of Market Guide Inc. The majority of
these  expenses  related  to  fees  for  investment  bankers,  outside  counsel,
accountants,  proxy solicitors,  document preparation and other costs related to
consummating the  acquisition.  There was no comparable  transaction  during the
year ended December 31, 2000.

Income Taxes

At  December  31,  2000,   Multex  had  net  operating  loss   carryforwards  of
approximately   $50.0   million  and   research  and   development   credits  of
approximately  $1.5 million for income tax purposes  that expire in 2009 through
2020.  The  utilization  with regard to timing and amount of the  Company's  net
operating  loss  carryfowards  may be limited  due to  changes in the  Company's
ownership pursuant to Section 382 of the Internal Revenue Code.

Income tax expense  decreased  90.8% to $95,000 for the year ended  December 31,
2000 from $1.0 million for the year ended  December  31,  1999.  The majority of
income tax expense  recognized  for the year ended  December 31, 1999 relates to
Market Guide's operations prior to the September 1999 acquisition.

Loss from continuing operations

Loss from  continuing  operations  decreased  95.3% to $1.2 million for the year
ended December 31, 2000 from $25.3 million for the year ended December 31, 1999.
The  decrease in loss from  continuing  operations  was due to higher  revenues,
reflecting an increased customer base and tighter cost control measures.

Discontinued operations

Income  from  discontinued   operations  and  gain  from  sale  of  discontinued
operations  totaled  $332,000 in the year ended  December 31,  1999,  reflecting
Market  Guide's sale of CreditRisk  Monitor to New  Generation  Foods in January
1999. There was no comparable transaction in the year ended December 31, 2000.

Net loss attributable to common stockholders

As a result of increased sales coupled with tighter cost control  measures,  net
loss  decreased  95.4% to $1.2 million for the year ended December 31, 2000 from
$26.2 million for the year ended December 31, 1999.

                                       23
<PAGE>


SELECTED UNAUDITED QUARTERLY RESULTS OF OPERATIONS

The following table sets forth unaudited  quarterly statement of operations data
for each of the eight  quarters  ended  December  31,  2001.  In the  opinion of
management, the unaudited financial results include all adjustments,  consisting
only of normal recurring adjustments, necessary for the fair presentation of our
consolidated results of operations for those periods. The consolidated quarterly
data  should be read in  conjunction  with the  audited  Consolidated  Financial
Statements and the Notes thereto appearing elsewhere in this report. The results
of operations for any quarter are not  necessarily  indicative of the results of
operations for any future period.

<TABLE>
<CAPTION>
                                                                                THREE MONTHS ENDED
                                                ----------------------------------------------------------------------------------
                                                  MAR.       JUNE       SEPT.      DEC.      MAR.      JUNE      SEPT.       DEC.
                                                   31,        30,        30,        31,       31,       30,        30,        31,
                                                  2000       2000       2000       2000      2001      2001       2001       2001
                                                -------    -------    -------    -------   -------   -------    -------    -------
                                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                             <C>        <C>        <C>        <C>       <C>       <C>        <C>        <C>
Gross revenues ..............................   $16,083    $19,167    $22,823    $27,869   $29,504   $23,522    $21,314    $22,275
Performance-based warrants ..................        --         --         --         --        --    (1,075)      (821)    (1,019)
                                                -------    -------    -------    -------   -------   -------    -------    -------
Net revenues ................................    16,083     19,167     22,823     27,869    29,504    22,447     20,493     21,256
Cost of revenues ............................     3,968      3,936      4,162      5,773     5,713     7,187      6,371      5,903
                                                -------    -------    -------    -------   -------   -------    -------    -------

Gross profit ................................    12,115     15,231     18,661     22,096    23,791    15,260     14,122     15,353
Operating expenses:
  Sales and marketing .......................     6,240      5,917      6,568      7,292     6,716     7,738      6,018      5,449
  Research and development ..................     2,255      2,767      2,773      2,354     2,606     1,961      1,599      1,837
  General and administrative ................     4,691      5,440      6,740      8,129     8,178     8,779      7,307      7,801
    Depreciation and amortization ...........     1,656      2,848      3,261      3,398     3,752     4,912      4,658      4,545
    Impairment and restructuring ............        --         --         --         --        --    25,641      1,746         --
                                                -------    -------    -------    -------   -------   -------    -------    -------
    Total operating expenses ................    14,842     16,972     19,342     21,173    21,252    49,031     21,328     19,632
                                                -------    -------    -------    -------   -------   -------    -------    -------
Income (loss) from operations ...............    (2,727)    (1,741)      (681)       923     2,539   (33,771)    (7,206)    (4,279)
Net interest income .........................       697        616        883        930       566       494        409        241
Other income (expenses) .....................        --         --         --         --        --      (173)      (807)       (80)
                                                -------    -------    -------    -------   -------   -------    -------    -------
Income (loss) from operations
  before income tax .........................    (2,030)    (1,125)       202      1,853     3,105   (33,450)    (7,604)    (4,118)
Income tax expense ..........................        47         48         (8)         8        90       290         75        213
                                                -------    -------    -------    -------   -------   -------    -------    -------
Net income (loss) ...........................   $(2,077)   $(1,173)   $   210    $ 1,845   $ 3,015   $(33,740)  $(7,679)   $(4,331)
                                                =======    =======    =======    =======   =======   =======    =======    =======

Basic and diluted income
  (loss) - per share ........................   $ (0.07)   $ (0.04)   $  0.01    $  0.06   $  0.09   $ (1.05)   $ (0.24)   $ (0.13)
                                                =======    =======    =======    =======   =======   =======    =======    =======
<CAPTION>
                                                                                THREE MONTHS ENDED
                                                ----------------------------------------------------------------------------------
                                                  MAR.       JUNE       SEPT.      DEC.      MAR.      JUNE      SEPT.       DEC.
                                                   31,        30,        30,        31,       31,       30,        30,        31,
                                                  2000       2000       2000       2000      2001      2001       2001       2001
                                                -------    -------    -------    -------   -------   -------    -------    -------
<S>                                               <C>        <C>        <C>        <C>       <C>       <C>        <C>        <C>
PERCENTAGE OF TOTAL REVENUES
Gross revenues ..............................     100.0%     100.0%     100.0%     100.0%    100.0%    100.0%     100.0%     100.0%
Performance-based warrants ..................        --         --         --         --        --      (4.6)      (3.9)      (4.6)
                                                -------    -------    -------    -------   -------   -------    -------    -------
Net revenues ................................     100.0      100.0      100.0      100.0     100.0      95.4       96.1       95.4
Cost of revenues ............................      24.7       20.5       18.2       20.7      19.4      30.6       29.9       26.5
                                                -------    -------    -------    -------   -------   -------    -------    -------
Gross profit ................................      75.3       79.5       81.8       79.3      80.6      64.9       66.3       68.9
Operating expenses:
  Sales and marketing .......................      38.8       30.9       28.8       26.2      22.8      32.9       28.2       24.5
  Research and development ..................      14.0       14.4       12.2        8.4       8.8       8.3        7.5        8.2
  General and administrative ................      29.2       28.4       29.5       29.2      27.3      37.3       34.3       35.0
    Depreciation and amortization ...........      10.3       14.9       14.3       12.2      13.1      20.9       21.9       20.4
    Impairment and restructuring ............        --         --         --         --        --     109.0        8.2         --
                                                -------    -------    -------    -------   -------   -------    -------    -------
      Total operating expenses ..............      92.3       88.5       84.8       76.0      72.0     208.4      100.1       88.1
                                                -------    -------    -------    -------   -------   -------    -------    -------
Income (loss) from operations ...............     (17.0)      (9.0)      (3.0)       3.3       8.6    (143.6)     (33.8)     (19.2)
Net interest income (expense) ...............       4.4        3.2        3.9        3.3       1.9       2.1        1.9        1.1
Other income (expenses) .....................        --         --         --         --        --      (0.7)      (3.8)      (0.4)
                                                -------    -------    -------    -------   -------   -------    -------    -------
Income (loss) from operations
  before income tax .........................     (12.6)      (5.8)       0.9        6.6      10.5    (142.2)     (35.7)     (18.5)
Income tax expense ..........................       0.3        0.3       (0.0)       0.0       0.3       1.2        0.4        1.0
                                                -------    -------    -------    -------   -------   -------    -------    -------
Net income (loss) ...........................     (12.9)%     (6.1)%      0.9%       6.6%     10.2%   (143.4)%    (36.0)%    (19.4)%
                                                =======    =======    =======    =======   =======   =======    =======    =======
</TABLE>

                                       24
<PAGE>


Our  quarterly  revenues,  margins and  results of  operations  have  fluctuated
significantly   in  the  past  and  are   expected  to  continue  to   fluctuate
significantly in the future.  Causes of these fluctuations have included and may
include,  among other factors,  demand for our services,  the size and timing of
both new and renewal  subscriptions,  the number, timing and significance of new
services  introduced by us and our competitors,  our ability to develop,  market
and introduce new and enhanced  services on a timely basis, the level of service
and price  competition,  changes in  operating  expenses,  changes in the mix of
services offered, changes in our sales incentive strategy, sharp declines in the
volume or price levels of securities  transactions and general economic factors.
Any one or more of these factors could have a material and adverse effect on our
business, results of operation and financial condition, and makes the prediction
of results of operations on a quarterly basis unreliable.

LIQUIDITY AND CAPITAL RESOURCES

At  December  31,  2001,  we had $41.8  million of cash,  cash  equivalents  and
marketable securities, a decrease of $3.9 million from December 31, 2000.

Net cash  provided by operating  activities  was $7.9 million for the year ended
December 31, 2001,  compared to net cash used in  operating  activities  of $4.3
million for the year ended December 31, 2000.

Net cash provided by operating  activities  for the year ended December 31, 2001
consisted  of the  Company's  net loss of $42.7  million  reduced by its noncash
expenses of $51.9 million,  decreases in accounts receivable of $6.6 million and
current  and other  assets of $0.4  million,  offset in part by a  reduction  in
accounts payable and accrued expenses of $6.8 million,  and deferred revenue and
other  liabilities  of $1.5 million.  The  Company's  noncash  expenses  include
depreciation  and  amortization  of $19.8  million,  performance  based  warrant
charges of $2.9 million,  impairment and restructuring  charges of $26.6 million
and bad debt expense of $2.6 million.

Net cash used in  operating  activities  for the year ended  December  31,  2000
consisted of the Company's net loss of $1.2 reduced by noncash expenses of $13.4
million,  including  depreciation and amortization of $11.6 million and bad debt
expense of $1.0  million.  In  addition,  net cash was reduced by  increases  in
accounts  receivable  of $16.6  million and  current  and other  assets of  $4.1
million,  offset in part by an increase in accounts payable and accrued expenses
of $0.9 million and an increase in deferred revenue of $3.4 million.

During the year ended December 31, 2001 net cash of $9.9 million was provided by
investing activities. This amount includes net proceeds from sales and purchases
of  marketable  securities of $24.5 million and proceeds from sale of investment
of $1.0 million  offset by purchases of property and equipment of $15.6 million.
During the year ended  December  31, 2000 net cash of $37.4  million was used by
investing  activities.  This amount includes acquisitions of three companies for
$20.3 million, and purchases of property and equipment of $25.0 million,  offset
in part by net proceeds  from sales and  purchases of  marketable  securities of
$7.9 million.

During the year ended  December 31, 2001,  net cash of $2.8 million was provided
by financing activities.  This amount primarily includes proceeds from the sales
of securities  from our employee  stock purchase plan and our stock option plan.
During the year ended  December 31, 2000, net cash of $56.0 million was provided
by financing activities. This amount consisted of proceeds from sale of stock to
Merrill Lynch and The Munder NetNet Fund,  and from our employee  stock purchase
program and stock option plan.

Our  principal  commitments  consist  of  obligations  outstanding  under  lease
agreements  for offices.  The total  approximate  future  minimum  annual rental
payments under these leases are as follows: (expressed in 000's)

      2002........................................................  $4,611
      2003........................................................   4,581
      2004........................................................   4,558
      2005........................................................   4,519
      2006........................................................   3,022
      Thereafter..................................................   9,388
                                                                   -------
                                                                   $30,679
                                                                   =======

                                       25
<PAGE>


In  addition,  under  certain  circumstances  we  may  be  required  to  provide
additional  funding  for an  investment  that we  account  for under the  equity
method.

We believe that our existing cash, cash  equivalents  and marketable  securities
balances  will be  sufficient  to meet our  anticipated  cash needs for  working
capital and capital expenditures for at least the next twelve months.

RECENT ACCOUNTING PRONOUNCEMENTS

We continue to assess the effects of recently issued accounting  standards.  The
impact  of all  recently  adopted  and  issued  accounting  standards  has  been
disclosed in the footnotes to the audited consolidated financial statements.

CRITICAL ACCOUNTING POLICIES

We consider accounting policies related to revenue  recognition,  and impairment
of long-lived assets to be critical due to the estimation process involved.

REVENUE RECOGNITION

Pursuant  to Staff  Accounting  Bulletin  (SAB)  101,  "Revenue  Recognition  in
Financial  Statements",  we recognize revenue when a signed contract exists, the
fee is fixed and  determinable,  delivery  has occurred  and  collection  of the
resulting  receivable is probable.  For contracts with multiple  elements (e.g.,
website  development  services,  hosting  services and computer  equipment),  we
allocate revenue to each element of the contract based on objective  evidence of
the  element's  fair  value.  Our  MultexEXPRESS  business  frequently  includes
multiple elements including website development,  hosting fees and access to our
broker  research.  If we do not accurately  estimate the resources  required for
each  element or do not  manage the  projects  properly  within the  appropriate
accounting  periods,  then  revenue may not be recorded  and  recognized  in the
appropriate accounting period.

IMPAIRMENT OF LONG -LIVED ASSETS

At December 31, 2001,  our  long-lived  assets include $21.9 million of goodwill
and intangible assets.  With regard to these assets,  events that would cause us
to conduct an impairment  assessment  include  significant  losses of customers,
operating  results  of  acquired  businesses  that  continually  failed  to meet
management's  performance  expectations,  and  diminished  utility  of  acquired
technology.  In assessing the fair market value of goodwill and intangibles,  we
must  make  assumptions   regarding  estimated  future  cash  flows.  If,  after
conducting such assessment,  indications of impairment are present in long-lived
assets,  the  estimated  future  undiscounted  cash  flows  associated  with the
corresponding assets would be compared to its carrying amounts to determine if a
change in useful  life or a  write-down  to fair  value is  necessary.  If these
estimates or related assumptions change, we may be required to record impairment
charges for these assets.

ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                           CURRENCY RATE FLUCTUATIONS

Our results of operations, financial position, and cash flows are not materially
affected by changes in the relative  values of non-U.S.  currencies  to the U.S.
dollar.  We do not use  derivative  financial  instruments  to limit our foreign
currency risk exposure.

                           INTEREST RATE FLUCTUATIONS

Our results of operations, financial position, and cash flows are not materially
affected  by  changes  in  market  interest  rates.  We have no  long-term  debt
obligations.  We had $41.8  million in cash,  cash  equivalents  and  marketable
securities as of December 31, 2001.

                                       26
<PAGE>


                   RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

MULTEX'S BUSINESS COULD BE MATERIALLY AND ADVERSELY  AFFECTED BY THE CURRENT (OR
ANY FUTURE) DOWNTURN IN THE FINANCIAL SERVICES INDUSTRY

We are dependent upon the continued  demand for the  distribution  of investment
research  and other  information  over the  Internet,  which makes our  business
susceptible to downturns in the financial services industry. Our current results
of  operations  reflect,  in part,  the effects of the  current  slowdown in our
markets. The September 11, 2001 terrorist attacks affected many of our customers
located in and around the World Trade Center,  which,  together with the broader
effects of the  terrorist  attacks,  compounded  the effects of an already  slow
global  economy.  In addition,  U.S.  financial  institutions  are continuing to
consolidate,  increasing the leverage of our information  providers to negotiate
prices and  decreasing  the overall  potential  market for some of our services.
Weakness  in  the  financial   services  industry  has  adversely  impacted  our
subscription renewal rates and may continue to do so. These effects may continue
and may worsen if our  customers  and  clients do not  recover or if  additional
events adverse to the global economy or the financial services industry occur.

MULTEX.COM'S  BUSINESS WOULD BE MATERIALLY AND ADVERSELY  AFFECTED IF THE MARKET
FOR ONLINE INVESTMENT RESEARCH DOES NOT CONTINUE TO GROW

In order to be successful,  we must increase our revenues from subscription fees
for MULTEXNET, and from development, hosting, license, and subscription fees for
MULTEXEXPRESS.  We must generate  additional  sales of investment  research on a
pay-per-view basis through MULTENET ONDEMAND, attract more users to and generate
more leads for our sponsors from MULTEX INVESTOR, and increase the total license
fees generated from the MARKET GUIDE database.  Our recent results of operations
with respect to MULTEX  INVESTOR  reflect the adverse  effects of lack of growth
(and even  contraction)  in certain of our markets.  In order to accomplish  our
objectives, we must:

o    anticipate and adapt to the changing Internet and financial markets;

o    attract and retain more subscribers,  research and data  contributors,  and
     technology and business partners;

o    successfully execute our sales,  marketing,  and branding strategies,  both
     domestically and internationally;

o    attract, retain and motivate qualified personnel;

o    respond to actions taken by our competitors;

o    continue to build an infrastructure to effectively  manage our business and
     handle any future changes in usage; and

o    integrate acquired businesses, technologies, assets, products and services.

If we are  unsuccessful  in addressing  these risks or in executing our business
strategy  going  forward,  our business,  results of  operations,  and financial
condition would be materially and adversely affected.

THE MARKETS FOR OUR PRODUCTS AND SERVICES CHANGE RAPIDLY

The market for the  distribution  of investment  research and other  information
over the  Internet is rapidly  evolving,  and demand and market  acceptance  for
these services continue to be subject to a high level of uncertainty. The market
relating to retail investing has deteriorated considerably in the 18 months, and
all of our markets continue to face considerable uncertainty. It is difficult to
predict with any assurance  the growth rate,  if any, and the ultimate  size, of
our  markets.  We cannot  assure  you that the  markets  for our  services  will
recover,  will continue to develop, or that our services will ever achieve broad
market acceptance.  If our customers are not able to recover from the effects of
the  continued  downturn in the global  economy;  if the market for our services
weakens  further,  develops more slowly than expected once recovery  begins,  or
becomes saturated with competitors;  if our services do not achieve broad market
acceptance;  or if pricing becomes subject to further competitive pressures, our
business,  results of operations and financial condition would be materially and
adversely affected.

CUSTOMER CONCENTRATION

Historically,  a significant portion of the Company's revenues in any particular
period has been attributable to a small number of customers.  The composition of
the  Company's  largest  customers  has varied  from year to year.  Sales to the
Company's three largest customers  accounted for approximately  20.4%, 21.5% and
22.1% of the Company's revenues during fiscal 1999, 2000 and 2001, respectively.
Moreover, sales by the Company to Merrill Lynch & Co.


                                       27
<PAGE>


accounted for approximately  10.2%,  13.5% and 11.1% of revenues in fiscal 1999,
2000 and 2001,  respectively.  The loss of any significant  customer,  including
Merrill  Lynch & Co.,  could have a  material  adverse  affect on the  Company's
business, financial condition and results of operations.

MULTEX'S BUSINESS COULD BE MATERIALLY AND ADVERSELY AFFECTED BY PRESSURES
OF COMPETITION

The market for the  distribution  of investment  research and other  information
over the Internet is intensely competitive. We currently face strong competition
in many of our markets.  Increased competition could result in price reductions,
reduced  gross  margins  and loss of market  share,  any of which  could  have a
material and adverse effect on our business, results of operations and financial
condition. We currently face direct and indirect competition for contributors of
investment  research  and other  reports,  and for  subscribers,  from large and
well-established   distributors  of  financial  information,   such  as  Thomson
Financial  Services.  Some  of  our  competitors  enjoy  exclusive  distribution
arrangements  with major  financial  institutions.  We also compete with,  among
others:

o    companies that provide investment research,  including investment banks and
     brokerage firms, many of whom have their own Web sites;

o    other providers of either free or  subscription  research and data services
     on the Internet;

o    services   provided  by  some  of  our  strategic   distributors  that  are
     competitive in one or more respects with our service offerings;

o    prospective competitors that offer investment research-based services;

o    various  written  publications,  including  traditional  media,  investment
     newsletters,  personal financial  magazines and industry research appearing
     in financial periodicals;

o    services provided by in-house management information services personnel and
     independent systems integrators;

o    providers of reports  filed under the  Securities  Exchange Act of 1934 and
     other filings with the Securities and Exchange Commission;

o    Standard & Poor's  company-specific  reports;  and

o    Value Line investment research reports.

Whether or not our competitors are successful,  competition  with these entities
or  information  sources,  may  materially  and  adversely  affect our business,
results of  operations,  and financial  condition.  It is also possible that new
competitors may emerge and rapidly acquire significant market share.

THE LOSS OF ANY OF MULTEX'S KEY PERSONNEL COULD HAVE A MATERIAL AND
ADVERSE EFFECT

Our future success will depend, in substantial part, on the continued service of
our  senior  management  team,  none  of whom  has  entered  into an  employment
agreement  with us other than a  non-competition/non-disclosure  agreement.  The
loss of the services of one or more of our key  personnel  could have a material
and  adverse  effect  on our  business,  results  of  operations  and  financial
condition.  We have from time to time in the past experienced,  and we expect to
continue to experience in the future,  difficulty in hiring and retaining highly
skilled employees with appropriate qualifications.

DOING BUSINESS INTERNATIONALLY SUBJECTS US TO ADDITIONAL REGULATORY
REQUIREMENTS, TAX LIABILITIES AND OTHER RISKS

There are risks inherent in doing business in international  markets,  including
unexpected  changes  in  regulatory   requirements,   potentially   adverse  tax
consequences,   export  restrictions  and  controls,  tariffs  and  other  trade
barriers,  difficulties in staffing and managing foreign  operations,  political
instability, fluctuations in currency exchange rates, and seasonal reductions in
business  activity during the summer months in Europe and various other parts of
the world,  any of which could have a material and adverse effect on the success
of our international operations and, consequently,  on our business,  results of
operations  and  financial  condition.  Furthermore,  we cannot  assure you that
governmental  regulatory  agencies  in one or more  foreign  countries  will not
determine  that  the  services  provided  by  us  constitute  the  provision  of
investment  advice,  which  could  result  in our  having to  register  in these
countries  as an  investment  advisor  or in our  having  to cease  selling  our
services in these  countries,  either of which could have a material and adverse
effect on our business, results of operations and financial condition.

                                       28
<PAGE>


MULTEX'S RECOVERY FROM THE SEPTEMBER 11TH TERRORIST ATTACKS MAY NOT PROCEED
AS EXPECTED

Multex has allocated  significant  resources to its recovery  efforts  resulting
from the aftermath of the September 11, 2001 terrorist attacks.  We may continue
to incur  significant  additional  expenses  as a result of  increased  security
requirements,  loss of personnel,  and other related costs. In addition, many of
Multex's  customers  are  still in the  midst of  efforts  to  recover  from the
attacks.  Those efforts may or may not be successful,  or may happen more slowly
than anticipated.

BECAUSE MULTEX'S BUSINESS IS DEPENDENT UPON NETWORK AND COMPUTER SYSTEMS LOCATED
IN ONE AREA, WE ARE SUSCEPTIBLE TO PROBLEMS CAUSED BY NATURAL DISASTERS,
TERRORIST ATTACKS, POWER FAILURES, SYSTEM FAILURES, SECURITY BREACHES OR OTHER
DAMAGE TO OUR SYSTEM

Our  electronic   distribution  of  investment  research  utilizes   proprietary
technology  that  resides  principally  in New  York  City.  The  continued  and
uninterrupted performance of our network and computer systems is critical to our
success.  There can be no assurance  that such solutions can be implemented in a
timely and cost-effective manner, or at all. Any natural disaster, attack, power
outage or system failure that causes interruptions in our ability to provide our
services to our customers, including failures that affect our ability to collect
research  from  our  information  providers  or  provide  electronic  investment
research to our users,  could reduce customer  satisfaction and, if sustained or
repeated,  would reduce the  attractiveness of our services.  An increase in the
volume of research  reports  handled by our systems,  or in the rate of requests
for this research,  could strain the capacity of our software or hardware, which
could lead to slower response times or system failures. Furthermore, we face the
risk of a security breach of our systems that could disrupt the  distribution of
research and other reports and information.  Our business, results of operations
and financial  condition  could be materially  and adversely  affected if any of
these problems occur or recur.

Our  operations are dependent on our ability to protect our network and computer
systems  against  damage  from  computer   viruses,   fire,   power  loss,  data
communications  failures,  vandalism  and  other  malicious  acts,  and  similar
unexpected adverse events,  such as the September 11, 2001 terrorist attacks. We
continue to devote  resources  towards our recovery  from the September 11, 2001
disaster and protecting our  infrastructure  against any similar disaster in the
future. In addition, the failure of our communications  providers to provide the
data communications  capacity in the time frame required by us, as occurred, for
example,  in the  aftermath of the  September  11th  attacks,  could again cause
interruptions in the delivery of our services.

THE MARKET PRICE OF OUR SHARES MAY EXPERIENCE EXTREME PRICE AND
VOLUME FLUCTUATIONS

The stock market has,  from time to time,  experienced  extreme price and volume
fluctuations.  The market prices of the securities of Internet-related companies
have been especially volatile,  including  fluctuations that are often unrelated
to  the  operating   performance  of  the  affected   companies.   Broad  market
fluctuations of this type have adversely affected, and may continue to adversely
affect the  market  price of our common  stock.  The market  price of our common
stock has been, and could  continue to be,  subject to significant  fluctuations
due to a variety of factors, including:

o    public  announcements  concerning  us or our  competitors,  or the Internet
     generally;

o    fluctuations in operating results;

o    downturns in the financial  services  industry  generally or the market for
     securities trading in particular;

o    introductions of new products or services by us or our competitors;

o    future sales of shares of our common stock by major shareholders;

o    future sales of shares  issuable upon the exercise of  outstanding  options
     and warrants in the public market;

o    changes in analysts' earnings estimates; and

o    announcements of technological innovations.

In the past,  companies that have experienced  volatility in the market price of
their stock have been the target of securities class action  litigation.  We are
currently  involved in securities  class action  litigation that could result in
substantial  costs and a diversion of our  management's  attention and resources
and could have a material  adverse effect on our business,  results of operation
and financial condition. We may be subject to further suits in the future.

                                       29
<PAGE>


OUR EXECUTIVE OFFICERS, DIRECTORS AND 5% OR GREATER STOCKHOLDERS SIGNIFICANTLY
INFLUENCE ALL MATTERS REQUIRING A STOCKHOLDER VOTE

Our executive officers, directors and existing stockholders who each own greater
than 5% of the outstanding common stock and their affiliates,  in the aggregate,
beneficially own approximately 58% of our outstanding common stock. As a result,
our executive officers, directors and 5% or greater stockholders will be able to
significantly  influence  the outcome of all matters  requiring  approval by our
stockholders,  including the election of directors  and approval of  significant
corporate transactions. This concentration of ownership may also have the effect
of delaying or preventing a change in control.

DISTRIBUTION AND OTHER FEES TO RESEARCH PROVIDERS AND STRATEGIC PARTNERS
INCREASE MULTEX'S COSTS

Royalties  and  distribution  fees  payable  to our  information  providers  and
strategic partners to obtain distribution rights to research reports included in
MULTEX  ONDEMAND  constitute a significant  portion of our cost of revenues.  We
face from time to time  considerable  competitive  pressure  to  increase  these
royalties.  Such increases have materially affected our results of operations as
described  herein.  If we are required to further increase the royalties or fees
payable to these information  providers or strategic  partners,  these increased
payments  could have  additional  material and adverse  effects on our business,
results of operations and financial condition.

THE INADVERTENT DISTRIBUTION OF RESEARCH REPORTS COULD RESULT IN A CLAIM FOR
DAMAGES AGAINST MULTEX OR HARM OUR REPUTATION

Under  certain of our  contracts  we are  required to restrict  distribution  of
financial  information  to those users who have been  authorized  or entitled to
access the report by the information provider. We might inadvertently distribute
a particular report to a user who is not so authorized or entitled,  which could
subject us to a claim for  damages by the  information  provider  or which could
harm our  reputation in the  marketplace,  either of which could have a material
and  adverse  effect  on our  business,  results  of  operations  and  financial
condition.

WE MAY BE SUBJECT TO LEGAL CLAIMS IN CONNECTION WITH THE CONTENT WE PUBLISH AND
DISTRIBUTE ON THE INTERNET

As a publisher and distributor of online content,  we face potential  direct and
indirect liability for claims of defamation,  negligence,  copyright,  patent or
trademark infringement,  violation of the securities laws and other claims based
upon the  reports and data that we  publish.  For  example,  by  distributing  a
negative investment research report, we may find ourselves subject to defamation
claims,  regardless  of the merits of such  claims.  Computer  failures or human
error may also result in incorrect data being published and distributed  widely.
In these and other  circumstances,  we might be required to engage in protracted
and expensive litigation,  which could have the effect of diverting management's
attention and require us to expend significant financial resources.  Our general
liability  insurance may not cover all of these claims or may not be adequate to
protect us against all  liability  that may be imposed.  Any claims or resulting
litigation could have a material and adverse effect on our business,  results of
operations and financial condition.

IF THE INTERNET INFRASTRUCTURE IS NOT ADEQUATELY MAINTAINED, WE MAY BE UNABLE TO
PROVIDE INVESTMENT RESEARCH AND INFORMATION SERVICES IN A TIMELY MANNER

Our future success will depend, in substantial part, upon the maintenance of the
Internet  infrastructure,   including  a  reliable  network  backbone  with  the
necessary  speed,  data capacity and  security,  and the timely  development  of
enabling  products  for  providing  reliable  and  timely  Internet  access  and
services.  Our  temporary  loss  of  Internet  data  communications  due  to the
September  11th  terrorist  attacks  illustrates  this  risk.  There  can  be no
assurance that the Internet  infrastructure  will continue to be able to support
the demands placed on it or that the  performance or reliability of the Internet
will not be  adversely  affected.  The  Internet  has  experienced  a variety of
outages and other delays as a result of damage to portions of its infrastructure
or otherwise,  and these outages or delays could adversely  affect the web sites
of our contributors, subscribers or distributors.

WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION AND
LEGAL UNCERTAINTIES

The laws governing the Internet  remain largely  unsettled,  even in areas where
there has been legislative  action.  Legislation  and/or regulation could dampen
the growth in the use of the Internet generally and decrease the

                                       30
<PAGE>


acceptance of the Internet as a  communications  and  commercial  medium,  which
could have a material and adverse effect on our business,  results of operations
and financial condition.  In addition, due to the global nature of the Internet,
it is possible that, although  transmissions  relating to our services originate
mainly in the State of New York,  governments of other states, the United States
or foreign  countries  might  attempt to regulate  our services or levy sales or
other taxes on our activities.  We cannot assure you that violations of local or
other laws will not be alleged  or charged by local,  state,  federal or foreign
governments,  that we might not unintentionally violate these laws or that these
laws will not be  modified,  or new laws  enacted,  in the future.  Any of these
developments  could have a material and adverse effect on our business,  results
of operations and financial condition.

                                       31
<PAGE>


ITEM 8.       CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a)(1) Consolidated Financial Statements

                                MULTEX.COM, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE
Report of Independent Auditors .............................................. 33

Consolidated Balance Sheets as of December 31, 2001 and 2000 ................ 34

Consolidated Statements of Operations for the years ended
  December 31, 2001, 2000 and 1999 .......................................... 35

Consolidated Statements of Stockholders' Equity (Deficit) for the years
  ended December 31, 2001, 2000 and 1999 .................................... 36

Consolidated Statements of Cash Flows for the years ended
  December 31, 2001, 2000 and 1999 .......................................... 37

Notes to Consolidated Financial Statements .................................. 39

Schedule II - Valuation and Qualifying Accounts ............................. 54



(a)(2) Supplementary Data

Not Applicable.

                                       32
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Stockholders of
      Multex.com, Inc.

      We  have  audited  the   accompanying   consolidated   balance  sheets  of
Multex.com,  Inc.  (the  "Company")  as of December  31, 2001 and 2000,  and the
related  consolidated  statements of operations,  stockholders' equity (deficit)
and cash flows for each of the three  years in the  period  ended  December  31,
2001. Our audits also included the financial  statement  schedule  listed in the
Index  at  Item  14(a).   These  financial   statements  and  schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

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

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
Multex.com,  Inc. as of December 31, 2001 and 2000, and the consolidated results
of its  operations  and its cash flows for each of the three years in the period
ended  December 31, 2001 in  conformity  with  accounting  principles  generally
accepted in the United  States.  Also,  in our  opinion,  the related  financial
statement schedule when considered in relation to the basic financial statements
taken as a whole,  presents fairly in all material  respects the information set
forth therein.

                                ERNST & YOUNG LLP

New York, New York
January 29, 2002

                                       33
<PAGE>


                                MULTEX.COM, INC.
                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


                                                              DECEMBER 31,
ASSETS                                                    2001           2000
                                                        --------       --------
Current assets:
  Cash and cash equivalents                             $ 40,771       $ 20,237
  Marketable securities                                    1,027         25,493
  Accounts receivable, less allowance of
    $2,795 in 2001 and $1,240 in 2000                     18,268         27,497
  Other current assets                                     4,208          6,542
                                                        --------       --------
Total current assets                                      64,274         79,769

Property and equipment, net                               38,236         37,909
Goodwill, net                                              6,100         33,704
Intangibles, net                                          15,795         17,649
Investments                                                4,236          4,468
Other                                                      6,245          1,022
                                                        --------       --------
Total assets                                            $134,886       $174,521
                                                        ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                      $  2,341       $  4,805
  Accrued expenses                                         5,963          9,852
  Deferred revenues                                        9,058         10,533
                                                        --------       --------
Total current liabilities                                 17,362         25,190

Long term liabilities:
  Deferred rent                                            3,251          3,119
  Other                                                        7             87
                                                        --------       --------
Total long term liabilities                                3,258          3,206

Stockholders' equity:
  Preferred stock - $.01 par value:
    Authorized - 5,000,000 shares; none issued
      and outstanding                                         --             --
  Common stock - $.01 par value:
    Authorized - 200,000,000 shares;  issued
      and outstanding  32,525,000 shares
        at December 31, 2001 and 31,741,000 at
        December 31, 2000                                    325            317
  Additional paid-in capital                             227,108        216,683
  Accumulated deficit                                   (104,071)       (61,336)
  Deferred equity consideration                           (8,920)        (9,671)
  Accumulated other comprehensive (loss) income             (176)           132
                                                        --------       --------
Total stockholders' equity                               114,266        146,125
                                                        --------       --------
Total liabilities and stockholders' equity              $134,886       $174,521
                                                        ========       ========


          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       34
<PAGE>


                                MULTEX.COM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                    YEARS ENDED DECEMBER 31,
                                              ----------------------------------
                                                  2001        2000         1999
                                              --------     -------     --------
Gross revenues                                $ 96,615     $85,942     $ 40,850
Performance-based warrants                      (2,915)         --           --
                                              --------     -------     --------
Net revenues                                    93,700      85,942       40,850

Cost of revenues                                25,174      17,839       10,569
                                              --------     -------     --------
Gross profit                                    68,526      68,103       30,281

Operating expenses:
  Sales and marketing                           25,921      26,017       26,379
  Research and development                       8,003      10,149        6,301
  General and administrative                    32,065      25,000       14,403
  Depreciation and amortization                 17,867      11,163        4,011
  Impairment and restructuring charges          27,387          --           --
                                              --------     -------     --------
Total operating expenses                       111,243      72,329       51,094

Loss from operations                           (42,717)     (4,226)     (20,813)

Other income (expense):
  Interest income                                1,761       3,214        2,359
  Interest expense                                 (51)        (88)        (114)
  Equity in loss from unconsolidated
    business                                      (930)         --           --
  Other                                           (130)         --       (5,713)
                                              --------     -------     --------
Loss from continuing operations
   before income taxes                         (42,067)     (1,100)     (24,281)
Income tax expense                                 668          95        1,030
                                              --------     -------     --------
Loss from continuing operations                (42,735)     (1,195)     (25,311)

Discontinued operations:
  Income from discontinued operations,
    net of taxes                                    --          --          106
  Gain on sale of discontinued operations,
    net of taxes                                    --          --          226
                                              --------     -------     --------
                                                    --          --          332

Net loss                                       (42,735)     (1,195)     (24,979)
Redeemable preferred stock dividends                --          --        1,188
                                              --------     -------     --------
Net loss attributable to common stockholders  $(42,735)    $(1,195)    $(26,167)
                                              ========     =======     ========

Earnings (loss) per common share - basic
  and diluted:
  Continuing operations, net of redeemable
    preferred Stock dividends                   $ (1.33)    $ (0.04)    $ (1.17)
  Discontinued operations                            --          --        0.01
                                                -------     -------     -------
  Net loss                                      $ (1.33)    $ (0.04)    $ (1.15)
                                                =======     =======     =======

Number of shares used in computing basic
  and diluted loss per share                     32,162      30,260      22,688
                                                =======     =======     =======

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       35
<PAGE>


                                MULTEX.COM, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                         ACCUMULATED
                                         COMMON STOCK         ADDITIONAL                                    OTHER
                                    ----------------------     PAID-IN     ACCUMULATED     DEFERRED     COMPREHENSIVE
                                      SHARES      AMOUNT       CAPITAL       DEFICIT     COMPENSATION   INCOME (LOSS)     TOTAL
                                    ---------    ---------    ---------     ---------     ---------     -------------   ---------
<S>                                     <C>      <C>          <C>           <C>           <C>             <C>           <C>
Balance at
  December 31, 1998 ............        8,043    $      80    $   2,039     $ (34,766)    $  (1,460)      $     (16)    $ (34,123)
                                                                                                                         ---------
Net loss .......................           --           --           --       (24,979)           --              --       (24,979)
Translation adjustment .........           --           --           --            --            --               1             1
Unrealized loss on
  marketable securities ........           --           --           --            --            --             (49)          (49)
                                                                                                                         ---------
Comprehensive loss .............           --           --           --            --            --              --       (25,027)
                                                                                                                         ---------
Redeemable preferred
  stock dividend ...............           --           --       (1,188)           --            --              --        (1,188)
Conversion of redeemable
  preferred stock to
  common stock .................       14,861          149       60,912            --            --              --        61,061
Issuance of common stock,
  net of offering costs ........        3,284           33       41,604            --            --              --        41,637
Exercise of options ............          945            9        3,508            --            --              --         3,517
Amortization of deferred
  compensation relating
  to stock options .............           --           --           --            --           480              --           480
Compensation related to
  acceleration of option
  vesting ......................           --           --          161            --            --              --           161
Issuance of common stock
  from the employee stock
  purchase plan ................           47            1          572            --            --              --           573
Issuance of warrants ...........           --           --        1,956            --        (1,456)             --           500
Amortization of warrants .......           --           --           --            --             5              --             5
Accumulated deficit
  adjustment ...................           --           --           --          (396)           --              --          (396)
                                    ---------    ---------    ---------     ---------     ---------       ---------     ---------

Balance at December 31, 1999 ...       27,180          272      109,564       (60,141)       (2,431)            (64)       47,200
                                                                                                                         ---------
Net loss .......................           --           --           --        (1,195)           --              --        (1,195)
Translation adjustment .........           --           --           --            --            --            (100)         (100)
Unrealized gain on
  marketable securities ........           --           --           --            --            --             296           296
                                                                                                                         ---------
Comprehensive loss .............           --           --           --            --            --              --          (999)
                                                                                                                         ---------
Issuance of common stock .......        3,412           34       85,404            --            --              --        85,438
Exercise of options ............          542            5        3,005            --            --              --         3,010
Amortization of deferred
  compensation relating
  to stock options .............           --           --           --            --           480              --           480
Issuance of common stock
  from the employee stock
  purchase plan ................          141            1        1,621            --            --              --         1,622
Exercise of warrants ...........          266            3           (3)           --            --              --            --
Issuance of warrants ...........           --           --        9,810            --        (9,810)             --            --
Amortization of warrants .......           --           --           --            --         2,090              --         2,090
Tax benefit from option
  exercises ....................           --           --        1,884            --            --              --         1,884
Purchase of software ...........          200            2        5,398            --            --              --         5,400
                                    ---------    ---------    ---------     ---------     ---------       ---------     ---------

Balance at December 31, 2000 ...       31,741          317      216,683       (61,336)       (9,671)            132       146,125
                                                                                                                         ---------
Net loss .......................           --           --           --       (42,735)           --              --       (42,735)
Translation adjustment .........           --           --           --            --            --              12            12
Unrealized loss on
  marketable securities ........           --           --           --            --            --            (320)         (320)
                                                                                                                         ---------
Comprehensive loss .............           --           --           --            --            --              --       (43,043)
                                                                                                                         ---------
Exercise of options ............          262            3        1,377            --            --              --         1,380
Issuance of common stock
  from the employee stock
  purchase plan ................          201            2        1,624            --            --              --         1,626
Issuance of common stock .......          274            2        1,234            --            --              --         1,236
Deferred compensation
  related to restricted
  stock ........................           --           --        3,845            --        (3,845)             --            --
Issuance of common stock
  relating to restricted
  stock ........................           47            1         (138)           --            --              --          (137)
Amortization of deferred
  compensation relating
  to stock options .............           --           --           --            --           469              --           469
Amortization of deferred
  compensation relating
  to restricted stock ..........           --           --           --            --         1,874              --         1,874
Issuance of warrants in
  connection with
  performance based
  contract .....................           --           --        2,915            --            --              --         2,915
Adjustment of
  compensation expense .........           --           --         (432)           --            --              --          (432)
Amortization of warrants .......           --           --           --            --         2,253              --         2,253
                                    ---------    ---------    ---------     ---------     ---------       ---------     ---------
Balance at
  December 31, 2001 ............       32,525    $     325    $ 227,108     $(104,071)    $  (8,920)      $    (176)    $ 114,266
                                    =========    =========    =========     =========     =========       =========     =========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       36
<PAGE>


                                MULTEX.COM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                                   -----------------------------------
                                                                     2001          2000         1999
                                                                   --------     ---------     --------
<S>                                                                <C>          <C>           <C>
OPERATING ACTIVITIES
Net loss from continuing operations ...........................    $(42,735)     $ (1,195)    $(25,311)
  Adjustments to reconcile net loss from continuing
    operations to net cash used in operating activities:
    Amortization of equity consideration ......................       4,163         2,570          646
    Depreciation and amortization of property
      and equipment ...........................................      11,028         6,129        3,365
    Amortization of goodwill and intangibles ..................       4,586         2,924           --
    Amortization of issuance and financing costs ..............          --            --           13
    Performance- based warrant charges ........................       2,915            --           --
    Deferred income tax .......................................          --            --          191
    Deferred rent .............................................         132           688        2,012
    Bad debt expense ..........................................       2,589         1,057          901
    Accumulated deficit adjustment ............................          --            --         (396)
    Loss on sale of investment ................................         173            --           --
    Gain on sale of marketable securities .....................        (324)           --           --
    Impairment and restructure charges ........................      26,610            --           --
    Changes in operating assets and liabilities:
      Accounts receivable .....................................       6,640       (16,653)      (8,187)
      Other current assets ....................................         622          (283)      (2,700)
      Other assets ............................................        (251)       (3,820)      (1,283)
      Accounts payable ........................................      (2,832)       (2,426)       2,977
      Accrued expenses ........................................      (3,978)        3,293        3,179
      Deferred revenues .......................................      (1,475)        3,442        2,315
      Other liabilities .......................................          (3)          (50)         (28)
                                                                   --------      --------      -------
Net cash provided  (used) in operating activities
  from continuing operations ..................................       7,860        (4,324)     (22,306)

INVESTING ACTIVITIES
Purchases of marketable securities ............................     (35,016)     (101,595)     (41,957)
Proceeds from sale or maturities of marketable securities .....      59,486       109,426       28,895
Proceeds form sale of investment ..............................       1,045            --           --
Acquisition of companies, net of cash acquired ................          --       (20,268)          --
Purchases of property and equipment ...........................     (15,612)      (24,999)      (8,634)
                                                                   --------      --------      -------
Net cash provided (used) in investing activities ..............       9,903       (37,436)     (21,696)

FINANCING ACTIVITIES
Net proceeds from issuances of stock ..........................       2,869        56,233       45,727
Proceeds from issuance of warrants ............................          --            --          500
Repayment of long-term debt and capital leases ................        (110)         (224)        (624)
                                                                       ----          ----         ----
Net cash provided by financing activities .....................       2,759        56,009       45,603

DISCONTINUED ACTIVITIES
  Income from discontinued operations including gain on
    sale, net of taxes ........................................          --            --          106
  Adjustments to reconcile income from discontinued
    operations to net cash used in discontinued operations:
    Gain on sale of discontinued operations, net of taxes .....          --            --          225
                                                                   --------      --------      -------
Net cash provided by discontinued operations ..................          --            --          331

Effect of exchange rate changes on cash .......................          12          (101)           1
                                                                   --------      --------      -------
Increase in cash and cash equivalents .........................      20,534        14,148        1,933
Cash and cash equivalents, beginning of year ..................      20,237         6,089        4,156
                                                                   --------      --------      -------
Cash and cash equivalents, end of year ........................    $ 40,771      $ 20,237      $ 6,089
                                                                   ========      ========      =======
</TABLE>

                                       37
<PAGE>


                                MULTEX.COM, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS-(CONTINUED)
                                 (IN THOUSANDS)

                                                     YEARS ENDED DECEMBER 31,
                                                 ------------------------------
                                                   2001        2000       1999
                                                 -------     -------    -------
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION
Noncash investing and financing activity:
  Acquisition of fixed assets through
    capital leases ..........................         --          --    $   280
                                                                        =======
  Accrued purchases of fixed assets .........    $   368     $ 1,455    $   844
                                                 =======     =======    =======
  Issuance of restricted stock ..............    $ 3,845          --         --
                                                 =======
  Unrealized gain (loss) on marketable
    securities ..............................    $  (320)    $   296    $   (49)
                                                 =======     =======    =======
  Stock issued for acquisitions .............         --     $39,238         --
                                                             =======
  Stock issued to unconsolidated business ...    $ 1,236          --         --
                                                 =======
  Stock issued for exercise of warrants .....         --     $     3         --
                                                             =======
  Fair market value of warrants issued ......    $ 2,915     $ 9,810    $ 1,956
                                                 =======     =======    =======
  Noncash consideration received on sale
    of investment ...........................    $   250          --         --
                                                 =======
  Taxes paid ................................    $   423     $   227    $   419
                                                 =======     =======    =======
  Interest paid .............................    $    51     $    88    $    88
                                                 =======     =======    =======


          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       38
<PAGE>


                                MULTEX.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

1.     NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

       Multex.com,  Inc.  (the  "Company" or  "Multex") is a global  provider of
investment  information  and  technology  solutions  to the  financial  services
industry,  including brokerage firms, professional money management firms, hedge
funds, venture capital firms, mutual funds, investment banks, corporations,  and
individual investors. Headquartered in New York, the Company also has offices in
Lake Success (New York), San Francisco, London, Edinburgh and Hong Kong.

BASIS OF PRESENTATION

       The Company's fiscal year ends on December 31. On September 23, 1999, the
Company completed the acquisition of Market Guide Inc.  ("Market Guide"),  which
was accounted for as a pooling of interests.  The pooling of interests method of
accounting  requires the restatement of all periods as if the Company and Market
Guide had always been combined. All prior year consolidated financial statements
include the acquisition of Market Guide.

PRINCIPLES OF CONSOLIDATION

       The accompanying  consolidated  financial statements include the accounts
of Multex.com, Inc. and its wholly-owned subsidiaries.  Significant intercompany
account balances and transactions have been eliminated in consolidation.

USE OF ESTIMATES

       The  preparation of financial  statements in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

SEGMENT INFORMATION

       The Company discloses  information  regarding segments in accordance with
Statement of Financial  Accounting  Standards (SFAS) No. 131,  DISCLOSURES ABOUT
SEGMENTS OF AN  ENTERPRISE  AND RELATED  INFORMATION.  SFAS No. 131  establishes
standards for reporting of financial  information  about  operating  segments in
annual financial  statements and requires reporting  selected  information about
operating  segments in interim  financial  reports.  The  disclosure  of segment
information  was not  required  as the  Company  operates  in only one  business
segment.

RECLASSIFICATIONS

       Certain  reclassifications  were  made  to  the  prior  years'  financial
statements to conform with the current year presentation.

                                       39
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



1.     NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION

       The Company measures  compensation  expense related to the grant of stock
options and stock-based awards to employees in accordance with the provisions of
Accounting  Principles  Board ("APB")  Opinion No. 25, under which  compensation
expense, if any, is generally based on the difference between the exercise price
of an option,  or the amount  paid for the award,  and the market  price or fair
value of the  underlying  common  stock at the  date of the  award.  Stock-based
compensation  arrangements  involving  nonemployees are accounted for under SFAS
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION,  under which such arrangements
are accounted for based on the fair value of the option or award. As required by
SFAS No. 123,  the Company  discloses  pro forma net loss per share  information
reflecting  the  effect of  applying  SFAS No.  123 fair  value  measurement  to
employee and director arrangements.

       In March 2000,  the Financial  Accounting  Standards  Board (FASB) issued
Interpretation  No. 44,  ACCOUNTING  FOR CERTAIN  TRANSACTIONS  INVOLVING  STOCK
COMPENSATION,  an Interpretation of APB No. 25, which became effective beginning
July 1,  2000.  The  adoption  of this new  accounting  standard  did not have a
significant effect on the Company's financial position or results of operations.

CONCENTRATION OF CREDIT RISK

       At December 31, 2001,  substantially  all cash and cash  equivalents were
held in seven financial institutions.

       The Company's  customers are concentrated among  institutional  investors
and financial professionals, including mutual fund managers, portfolio managers,
brokers and their clients,  as well as through third party  redistributors.  The
Company  derives most of its revenue from  customers  located  within the United
States.  For the year ended December 31, 2001, the Company's  non-US revenue and
net loss was primarily from the United Kingdom and totaled  approximately  $14.0
million and $0.4 million, respectively.

       One customer  accounted  for  approximately  11% of revenues for the year
ended December 31, 2001 and approximately 18% of accounts receivable at December
31, 2001. The same customer  accounted for approximately 13% and 10% of revenues
for the year ended December 31, 2000 and 1999, and  approximately 20% and 21% of
accounts  receivable  at December 31, 2000 and 1999,  respectively.  The Company
performs ongoing credit  evaluations,  generally does not require collateral and
establishes an allowance for doubtful  accounts  based upon factors  surrounding
the credit risk of customers, historical trends, and other information; to date,
such losses have been within management's expectations.

DERIVATIVES AND HEDGING ACTIVITIES

       In 2000,  the Company  adopted SFAS No. 133,  ACCOUNTING  FOR  DERIVATIVE
INSTRUMENTS  AND HEDGING  ACTIVITIES,  AS AMENDED.  To date, the Company has not
made use of the financial  instruments  covered by this  statement and therefore
there is no impact on its financial position or results of operations.

FOREIGN CURRENCY TRANSLATION

       The financial  statements of foreign  subsidiaries  have been  translated
into U.S. dollars in accordance with SFAS No. 52, FOREIGN CURRENCY  TRANSLATION.
The functional  currency of the Company's  foreign  operating units is the local
currency in the country in which the unit operates.  All assets and  liabilities
have been  translated  using the  exchange  rate in effect at the balance  sheet
date.  Statement of operations  amounts have been  translated  using the average
exchange rate for the period.  Adjustments  resulting from such translation have
been  reported  separately  as a  component  of other  comprehensive  income  in
stockholders' equity.

                                       40
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



1.     NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

       The  carrying  amounts  reported in the balance  sheets for cash and cash
equivalents,   accounts  receivable,   accounts  payable  and  accrued  expenses
approximate their fair values.

CASH AND CASH EQUIVALENTS

       The Company considers all highly liquid investments with a maturity of 90
days or less when purchased  (other than commercial paper included in marketable
securities) to be cash equivalents.

MARKETABLE SECURITIES

       Marketable  securities are  classified as available for sale.  Marketable
securities consist of mutual funds,  government securities,  corporate notes and
bonds,  certificates of deposit and commercial paper.  Marketable securities are
carried at fair value, which approximates cost.

PROPERTY AND EQUIPMENT

       Property and equipment are stated at cost, and  depreciation  is computed
using the  straight-line  method over the estimated  useful life of the asset or
the life of the lease,  whichever  is  shorter,  which  ranges  from two to five
years.

CAPITALIZED SOFTWARE COSTS

       The Company capitalizes certain software  development costs in accordance
with the American  Institute of Certified  Public  Accountants  ("AICPA") issued
Statement of Position No. 98-1,  "Accounting  for the Cost of Computer  Software
Developed or Obtained for Internal Use".  Costs incurred  during the application
development  stage  of a  project  for  the  Company's  own  use  are  currently
capitalized.  Upon project  completion the capitalized  costs are amortized over
its useful life, which is generally three years. For the year ended December 31,
2001, the Company capitalized  software development costs totaling $2.9 million,
which related to 12 projects. The costs primarily consist of payroll and related
charges.

GOODWILL AND INTANGIBLES

       Goodwill is amortized using the straight-line  method principally over 10
years.  Acquired  identifiable  intangible  assets consisting of customer lists,
database  content and database  software are amortized  using the  straight-line
method over estimated useful lives ranging from 5 to 10 years.

IMPAIRMENT OF LONG-LIVED ASSETS

       The Company  continually  reviews  amortization  periods and the carrying
value of long-lived  assets,  including  furniture  and  fixtures,  property and
equipment,   goodwill  and  intangibles  to  determine  whether  there  are  any
indications of reduction in useful lives or impairment  losses.  With respect to
goodwill  and  intangibles,  events  that would  cause the Company to conduct an
impairment assessment include significant losses of customers, operating results
of acquired businesses that continually failed to meet management's  performance
expectations,  diminished  marketability  of acquired  databases,  or diminished
utility  of  acquired   technology.   If,  after   conducting  such  assessment,
indications of impairment are present in long-lived assets, the estimated future
undiscounted  cash  flows  associated  with the  corresponding  assets  would be
compared to its  carrying  amounts to  determine if a change in useful life or a
write-down to fair value is necessary.

                                       41
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



1.     NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED REVENUE

       Deferred   revenue   represents   the   unamortized   portion  of  annual
subscriptions  received in advance,  and fees received from customers in advance
of performance of services.

REVENUE RECOGNITION

       Pursuant to Staff Accounting Bulletin 101, the Company recognizes revenue
when a signed contract exists,  the fee is fixed and determinable,  delivery has
occurred,  and collection of the resulting receivable is probable. For contracts
with multiple elements (e.g., website development services, hosting services and
computer  equipment),  the  Company  allocates  revenue  to each  element of the
contract based on objective evidence of the element's fair value.

       Revenues from subscriptions are recognized in equal installments over the
term  of  the  subscriptions.   Non-subscription  revenues  from  the  MULTEXNET
ON-DEMAND  service are  recognized  upon sale.  Revenues from  sponsorships  and
advertising are recognized in equal  installments over the term of the contract.
Revenues  from  database  licensing  fees  are  recognized  over the term of the
contract.  Revenues from professional  services are recognized when the services
are accepted by the client. Such services are primarily  customization  software
services  that allow the  Company's  services to interface and function with the
customers' existing software platforms.

ADVERTISING

       The Company  expenses the costs of advertising  as incurred.  Advertising
expense for the years ended December 31, 2001, 2000, and 1999 was  approximately
$3.8 million, $6.4 million, and $15.3 million, respectively.

EARNINGS (LOSS) PER SHARE

       The Company  calculates  earnings per share in  accordance  with SFAS No.
128, EARNINGS PER SHARE, and SEC Staff Accounting  Bulletin No. 98. Accordingly,
basic earnings per share is computed using the weighted average number of common
and dilutive common  equivalent  shares  outstanding  during the period.  Common
equivalent  shares consist of shares issuable upon the exercise of stock options
(using the treasury stock method);  common  equivalent  shares are excluded from
the calculation if their effect is anti-dilutive.

COMPREHENSIVE INCOME

       The  Company  follows  the  requirements  of  SFAS  No.  130,   REPORTING
COMPREHENSIVE  INCOME, for the reporting and display of comprehensive income and
its  components.  SFAS  No.  130  requires  unrealized  gains or  losses  on the
Company's  available  for  sale  securities  and  foreign  currency  translation
adjustments to be included in other comprehensive income (loss).

RECENT ACCOUNTING PRONOUNCEMENTS

       In July 2001,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement of Financial  Accounting  Standards  No. 141  "Business  Combinations"
(SFAS No. 141) and Statement of Financial Accounting Standards No. 142 "Goodwill
and Other  Intangible  Assets"  (SFAS  No.142),  effective  for the fiscal years
beginning  after  December 31,  2001.  FAS 141  requires  business  combinations
initiated  after June 30, 2001 to be accounted for using the purchase  method of
accounting.  Under  FAS  142,  goodwill  and  intangible  assets  are no  longer
amortized but are reviewed annually for impairment.  Separable intangible assets
that are not deemed to have indefinite  lives will continue to be amortized over
their useful lives. The amortization provisions of FAS 142 apply to goodwill and
intangible  assets  acquired after June 30, 2001. The company will apply the new
rules on accounting for goodwill and other intangible  assets beginning  January
1, 2002. Application of the non-amortization provisions of FAS 142

                                       42
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


1.     NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

will result in a reduction of goodwill  amortization of approximately  $675,000,
annually.

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting for the Impairment or the Disposal of Long-Lived Assets ("SFAS
No. 144") which  supercedes  ("SFAS No. 121")  Accounting  for the Impairment of
Long -Lived Assets and for Long-Lived  Assets to be Disposed of." The provisions
of this  statement are effective for fiscal years  beginning  after December 15,
2001. The adoption of this new accounting  pronouncement is not expected to have
a material impact on the Company's consolidated financial position or results of
operations.

2.     MARKETABLE SECURITIES

       The  cost,  gross  unrealized  gains  and  losses  and fair  value of the
investment securities available for sale are as follows (expressed in 000's):


                                             GROSS          GROSS
                                           UNREALIZED    UNREALIZED
DECEMBER 31, 2001                COST        GAINS         LOSSES     FAIR VALUE
----------------------------  ---------    ----------    ----------   ----------
Mutual funds................      1,100         --           (73)         1,027
                               --------      -----         -----       --------
                               $  1,100      $  --         $ (73)      $  1,027
                               ========      =====         =====       ========


                                             GROSS          GROSS
                              AMORTIZED    UNREALIZED    UNREALIZED
DECEMBER 31, 2000                COST        GAINS         LOSSES     FAIR VALUE
----------------------------  ---------    ----------    ----------   ----------
U.S. government notes
   and bonds................   $ 13,220      $ 214         $  --       $ 13,434
Corporate bonds and notes...      6,393         25            --          6,418
Commercial paper............      4,040         28            --          4,068
Euro dollar bonds...........        559         --            --            559
Mutual funds................      1,034         --           (20)         1,014
                               --------      -----         -----       --------
                               $ 25,246      $ 267         $ (20)      $ 25,493
                               ========      =====         =====       ========

       Realized  gains  upon  redemption  of  marketable  debt  instruments  are
included in interest income.


3.     PROPERTY AND EQUIPMENT

       Property and equipment consist of the following (expressed in 000's):

                                                                 DECEMBER 31,
                                                            -------------------
                                                              2001        2000
                                                            -------     -------
       Computer and telecommunications equipment
         and related software.............................  $43,636     $37,104
       Furniture, fixtures and office equipment...........    5,207       3,149
       Leasehold improvements.............................   13,411      12,616
                                                            -------     -------
                                                             62,254      52,869

       Less accumulated depreciation and amortization.....   24,018      14,960
                                                            -------     -------
                                                            $38,236     $37,909
                                                            =======     =======

                                       43
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


4.     GOODWILL AND INTANGIBLES

       The Company has  allocated  the purchase  price of acquired  companies to
identifiable  tangible assets and liabilities and intangible assets based on the
nature and the terms of the various  purchase  agreements  and evaluation of the
acquired  businesses.  Amounts not allocated to tangible  assets and liabilities
and identifiable intangible assets have been recorded as goodwill.

       Goodwill  and  other  identifiable   intangible  assets  consist  of  the
following (expressed in 000's):

                                                                DECEMBER 31,
                                                            -------------------
                                                              2001        2000
                                                            -------     -------
       Goodwill ..........................................  $ 6,775     $35,808
       Accumulated amortization ..........................     (675)     (2,104)
                                                            -------     -------
       Goodwill, net .....................................  $ 6,100     $33,704
                                                            =======     ========

       Database technology ...............................  $11,677     $11,677
       Database content ..................................    6,100       6,114
       Customer lists ....................................      675         678
       Accumulated amortization ..........................   (2,657)       (820)
                                                            -------     -------
       Other intangibles, net ............................  $15,795     $17,649
                                                            =======     ========

Amortization  expense for goodwill and intangibles was $4.6 million for the year
ended  December 31, 2001 and $2.9 million for the year ended  December 31, 2000.
In addition,  goodwill was reduced by  approximately  $25.4 million in 2001 as a
result of impairment charges.

Beginning  in 2002,  the  Company  will  adopt  SFAS No.  141 and will no longer
amortize goodwill. Goodwill and intangibles will be reviewed for impairment on a
periodic basis.

5.     ACQUISITIONS

BARRA GLOBAL ESTIMATES

       On December 7, 2000,  the Company  acquired  the BARRA  Global  Estimates
business from BARRA,  Inc. for  approximately  $12.5 million in cash.  The BARRA
Global  Estimates  business  provides  consensus  and  attributed  estimates  of
financial performance metrics from more than 400 non-U.S.  brokers covering over
11,000  companies in more than 60 countries.  The acquisition has been accounted
for by the purchase  method of  accounting  and  accordingly,  the excess of the
purchase  price over the fair market  value of the net assets  acquired has been
allocated to goodwill and  identifiable  intangibles.  This  acquisition did not
meet the criteria for pro forma disclosure due to immateriality.

BUZZCOMPANY, INC.

       On May 10, 2000, the Company  acquired all of the  outstanding  shares of
BuzzCompany,  Inc., a developer of  next-generation  e-community  software and a
provider of web application  development services.  The Company issued 1,058,000
shares of common  stock,  with a fair  market  value of $21.55  per  share.  The
acquisition  has been  accounted for by the purchase  method of  accounting  and
accordingly,  the excess of the purchase price over the fair market value of the
net assets acquired has been allocated to goodwill and identifiable intangibles.
On June 30, 2001, the Company exited the Buzz software  product line,  resulting
in an impairment charge of approximately $10.3 million.

                                       44
<PAGE>

                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)





5.     ACQUISITIONS (CONTINUED)

SAGE ONLINE, INC.

       On March 20, 2000, the Company acquired all of the outstanding  shares of
Sage  Online,  Inc.,  a provider of live events and  interactive  community  for
personal finance,  including mutual fund and equity content,  chat rooms, forums
and message  boards.  The Company issued 354,000 shares of common stock,  with a
fair  market  value of $31.16 per  share,  and paid $6.0  million  in cash.  The
acquisition  has been  accounted for by the purchase  method of  accounting  and
accordingly,  the excess of the purchase price over the fair market value of the
net assets  acquired  has been  allocated to  goodwill.  On June 30,  2001,  the
Company exited the Sage Online  business,  resulting in an impairment  charge of
$15.3 million.

MARKET GUIDE INC.

       On September  23, 1999,  pursuant to an Agreement  and Plan of Merger and
Reorganization,  the Company  acquired  Market Guide Inc., an online provider of
financial  information  and data.  The merger was  accounted for as a pooling of
interests  with  each  Market  Guide  shareholder  receiving  one  share  of the
Company's  common stock for each  outstanding  share of Market Guide stock.  The
Company issued 4,900,000 shares of its common stock and assumed stock options to
purchase  680,000 shares of the Company's  common stock.  In connection with the
merger, the Company incurred  approximately $5.7 million in costs related to the
transaction.

       Unaudited  combined and separate  results of the Company and Market Guide
for the period from January 1, 1999 to  September  23, 1999 were  (expressed  in
000's):

                                               MARKET      INTER-
                                   MULTEX       GUIDE     COMPANY    COMBINED
                                   ------      ------     -------    --------
  Revenues ...................    $ 19,235     $ 8,319     $(178)    $ 27,376
  Net loss ...................     (14,883)     (2,809)       --      (17,692)

6.     IMPAIRMENT AND RESTRUCTURING CHARGES

IMPAIRMENT

       During  the  quarter  ended  June  30,  2001,  the  Company  recorded  an
impairment charge of $25.6 million relating to Sage Online and BuzzCompany.

SAGE ONLINE

       The  Company  decided to  discontinue  Sage  Online,  a provider  of live
events, chat rooms and message boards directed towards the individual  investor.
This was due to  general  economic  conditions  and a decline in demand for such
services.  As a  result,  the  Company  recorded  a charge of $15.1  million  to
goodwill,  representing the net balance of goodwill acquired, and a $0.2 million
charge to property and equipment,  representing  the net balance of property and
equipment acquired.

BUZZCOMPANY

       The Company decided to discontinue direct sales of BuzzCompany  software,
which provides  collaboration  solutions  directed  towards  financial  services
providers. This was primarily due to a decline in demand of the software offered
as a stand-alone  product.  The Company continues to integrate and bundle "Buzz"
services into its existing products.  As a result, the Company recorded a charge
of $10.3 million to goodwill, representing the net balance of goodwill acquired.
The intangible assets representing database technology and content have not been
impaired.

                                       45
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



6.     IMPAIRMENT AND RESTRUCTURING CHARGES (CONTINUED)

RESTRUCTURING CHARGE

       During the quarter  ended  September  30,  2001,  the Company  recorded a
restructuring  charge of  approximately  $1.8  million.  This  charge  primarily
resulted  from the Company's  plan to reduce its cost  structure to better match
its  current  and  anticipated  revenue  levels,  and to  refocus  its sales and
marketing  campaigns.  Components  of this charge  included  (i) cash charges of
approximately  $0.8 million for involuntary  termination and severance  benefits
for  approximately  100 employees  (ii) noncash  charges of  approximately  $0.4
million for  termination of marketing  contracts,  and (iii) noncash  charges of
$0.6  million for  termination  of an operating  lease and related  writedown of
leasehold improvements at a New York City location.

7.     ACCRUED EXPENSES

       Accrued expenses consist of the following (expressed in 000's):

                                                           DECEMBER 31,
                                                         ----------------
                                                          2001      2000
                                                         ------    ------
       Payroll and related costs .....................   $1,795    $1,261
       Accrued vacation ..............................      265       265
       Accrued bonuses ...............................       56     3,668
       Royalties .....................................      629       833
       Professional fees .............................      541       653
       Due to BARRA acquisition ......................       --     1,124
       Taxes .........................................      447       188
       Other .........................................    2,230     1,860
                                                         ------    ------
                                                         $5,963    $9,852
                                                         ======    ======


8.     COMMITMENTS

OPERATING LEASES

       The  Company  has  various  lease  agreements  for  offices.  Lease terms
generally  range from five to ten years with options to renew at varying  terms.
The  approximate  future  minimum annual rental  payments under these  operating
leases are as follows (expressed in 000's):

      2002.....................................................    $4,611
      2003.....................................................     4,581
      2004.....................................................     4,558
      2005.....................................................     4,519
      2006.....................................................     3,022
      Thereafter...............................................     9,388
                                                                  -------
                                                                  $30,679
                                                                  =======


       Total rental expense for the years ended December 31, 2001, 2000 and 1999
was approximately $4.9 million, $3.6 million, and $1.8 million, respectively.

                                       46
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



9.     LONG-TERM DEBT

       On June 30,  2000,  the Company  entered into a $10.0  million  Revolving
Credit Facility (the  "Facility") with a bank, which bears interest at an annual
rate of prime plus one-half percent or LIBOR plus two and one-half percent.  The
Facility  expires on July 1, 2002 and is secured  by certain  eligible  accounts
receivable.  Under the  Facility,  the Company is  required to maintain  certain
levels of net worth and other financial ratios.

       The  availability  of borrowings has been reduced by certain  outstanding
letters of credit. As of December 31, 2001, the Company had outstanding  letters
of  credit  issued in the  amount of $1.5  million  and $8.5  million  remaining
availability under the Facility.

10.    REDEEMABLE PREFERRED STOCK

       During  1998,  the  Company  authorized  80,000  shares of $.01 par value
Series E convertible preferred stock ("Series E Stock") and issued 80,000 shares
of the Series E Stock for  $20,000,000.  In connection  with the issuance of the
Series E Stock, the Company incurred issuance costs of approximately $100,000.

In March  1999,  the  series  A, B, C, D and E  redeemable  preferred  stock was
converted  into  14,861,112  shares  of the  Company's  common  stock  upon  the
consummation of the initial public offering.

11.    STOCKHOLDERS' EQUITY

COMMON STOCK

       In March 1999, the Company  effected a 1-for-2  reverse stock split.  All
common share information  included in the accompanying  financial statements has
been adjusted to reflect the one-for-two reverse stock split.

       On March 17, 1999, the Company  commenced its initial public  offering of
common stock. The Company realized proceeds of approximately $41.6 million,  net
of underwriting  discounts and commission and related  expenses from the initial
public offering of 3.45 million shares of its common stock, of which 3.3 million
shares were issued and sold by the Company.

       During 1999,  the Company  issued  945,000 shares of its common stock for
approximately  $3.5 million in connection with the exercise of stock options and
issued  47,000  shares  of  its  common  stock  for  approximately  $573,000  in
connection with the Company's employee stock purchase plan.

       During 2000,  the Company  issued  542,000 shares of its common stock for
approximately  $3.0 million in connection with the exercise of stock options and
issued  141,000  shares of its common  stock for  approximately  $1.6 million in
connection with the Company's employee stock purchase plan.

       In July 2000,  the Company  issued 1.0 million shares of its common stock
in a private placement for approximately $30.0 million.

       During 2001,  the Company  issued  262,000 shares of its common stock for
approximately  $1.4 million in connection with the exercise of stock options and
issued  201,000  shares of its common  stock for  approximately  $1.6 million in
connection  with the Company's  employee stock  purchase plan. In addition,  the
Company also issued 47,000 shares in connection with restricted  stock grants to
certain employees.

COMMON STOCK RESERVED FOR ISSUANCE

       At December 31, 2001, the Company has reserved approximately 12.9 million
shares of its common stock for issuance in connection with shares issuable under
the  Company's  stock  option plan,  employee  stock  purchase  plan and warrant
commitments.

                                       47
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


11.    STOCKHOLDERS' EQUITY (CONTINUED)

PREFERRED STOCK

       In March 1999, the Company authorized the issuance of 5,000,000 shares of
preferred stock, par value $0.01 per share.

12.    EMPLOYEE STOCK PURCHASE PLAN

       The Company maintains an Employee Stock Purchase Plan (the "ESPP"), which
allows  eligible  employees  to purchase  shares of common  stock of the Company
through  payroll  deductions  at 85% of the fair market  value  during  specific
purchase periods,  as described in the ESPP. A total of 750,000 shares of common
stock have been authorized for issuance under the ESPP. As of December 31, 2001,
366,000  shares are reserved for  issuance  under the ESPP.  For the years ended
December 31, 2001, 2000 and 1999, 201,000,  141,000, and 47,000 shares of common
stock had been issued for total  proceeds of $1.6  million,  $1.6  million,  and
$573,000, respectively.

13.    STOCK OPTIONS

       In June 2000, the stockholders  approved amendments to the Company's 1999
Stock Option Plan (the "Option Plan") to increase the number of shares of Common
Stock  available  under such plan by an  additional  3.5  million  shares and to
increase the number of shares by which the share  reserve  under the Option Plan
will automatically  increase on the first trading day in each calendar year from
three percent (3%) of the shares of Common Stock outstanding on the last trading
day of the  immediately  preceding  calendar  year to five  percent (5%) of such
outstanding shares, subject to a maximum annual increase of 900,000 shares.

       The Company established the Option Plan in March 1999. The Option Plan is
a successor equity incentive program to the Company's 1993 Stock Incentive Plan,
which terminated upon the Company's initial public offering of its common stock.
All  outstanding   options  under  the  1993  Stock  Incentive  Plan  have  been
transferred  into the Option  Plan.  An  aggregate  of 12.1  million  options to
purchase shares of the Company's  common stock have been authorized for issuance
under the Option Plan.

       During the years ended December 31, 1998 and 1997, the difference between
the estimated  fair market value of the Company's  common stock and the options'
exercise price on the date of grant was determined to be approximately  $873,000
and $1,077,000,  respectively. This deferred compensation is being amortized for
financial  reporting  purposes  over the  vesting  period of the options and the
amount  recognized as expense during the years ended December 31, 2001, 2000 and
1999 amounted to approximately $37,000,  $480,000,  and $480,000,  respectively.
For the years ended December 31, 2001, 2000 and 1999, all options were issued at
the fair market value of the Company's common stock on the date of grant.

                                       48
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



13.    STOCK OPTIONS (CONTINUED)

       The following  transactions occurred with respect to stock options issued
for the years ended December 31, 2001, 2000 and 1999:

                                                                    WEIGHTED-
                                                                     AVERAGE
                                                    NUMBER OF       EXERCISE
                                                     OPTIONS         PRICE
                                                    ----------      ------
       Outstanding December 31, 1998 ............    2,839,150      $ 2.59
       Granted during the year ..................    3,002,450       16.64
       Cancelled during the year ................     (237,000)       6.68
       Exercised during the year ................     (819,752)       3.51
                                                    ----------      ------
       Outstanding December 31, 1999 ............    4,784,848       11.04
       Granted during the year ..................    5,030,326       15.91
       Cancelled during the year ................     (691,056)      14.02
       Exercised during the year ................     (541,590)       5.56
                                                    ----------      ------
       Outstanding December 31, 2000 ............    8,582,528        8.27
       Granted during the year ..................    3,785,747        4.54
       Cancelled during the year ................   (1,723,115)      15.71
       Exercised during the year ................     (262,242)       5.26
                                                    ----------      ------
       Outstanding December 31, 2001 ............   10,382,918       10.83
                                                    ----------      ------

       The following table summarizes information concerning outstanding options
at December 31, 2001:

                OPTIONS OUTSTANDING                        OPTIONS EXERCISABLE
-------------------------------------------------------  ----------------------
                                             WEIGHTED
                                 WEIGHTED     AVERAGE
  EXERCISE         NUMBER OF     AVERAGE     REMAINING    NUMBER OF     WEIGHTED
    PRICE           OPTIONS      EXERCISE   CONTRACTUAL    OPTIONS       AVERAGE
    RANGE         OUTSTANDING     PRICE        LIFE      EXERCISABLE      PRICE
-------------     -----------    --------   -----------  -----------    -------
$ 0.01 - 0.01          4,337      $0.01         7.8           3,307       $0.01
  0.02 - 0.02          5,125       0.02         3.9           5,125        0.02
  0.10 - 0.10          1,685       0.10         6.1             969        0.10
  0.50 - 0.55        709,726       0.53         5.4         699,351        0.53
  0.77 - 1.15          6,122       0.91         6.8           3,322        0.88
  2.07 - 3.00      2,184,400       2.08         9.3         121,650        2.28
  4.50 - 6.00      1,059,875       4.85         8.4         487,374        5.10
 7.50 - 10.44      1,157,526       9.01         8.2         416,587        8.79
12.00 - 17.88      4,434,247      15.54         8.1       1,572,248       15.47
18.94 - 27.56        288,125      23.76         4.5         230,625       23.49
28.56 - 34.56        531,750      30.49         8.0         210,875       30.20
                  ----------                              ---------
                  10,382,918      10.83         8.1       3,751,433       11.44
                  ==========                              =========

       Options  outstanding  under the Plan  primarily vest in four equal annual
installments  commencing  on the first  anniversary  of the grant and expire ten
years after the date of grant.

                                       49
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


13.    STOCK OPTIONS (CONTINUED)

       Pro  forma  information  regarding  net loss  and net  loss per  share is
required by SFAS 123, and has been  determined  as if the Company had  accounted
for its employee  stock options  under the fair value method of that  statement.
The  weighted  average  fair value of  options  granted  during the years  ended
December 31, 2001, 2000 and 1999 was $4.16,  $11.47,  and $12.87,  respectively.
The  fair  value  of the  options  was  estimated  at  date  of  grant  using  a
Black-Scholes option pricing model with the following assumptions:


                     ASSUMPTIONS                    2001       2000       1999
                     -----------                  -------    -------    -------
       Volatility factor of the expected market
         price of the Company's common stock ...     1.09      0.980      1.172
       Average risk-free interest rate .........     3.93%      6.35%      5.63%
       Dividend yield ..........................      0.0%       0.0%       0.0%
       Average life ............................  4 years    4 years    4 years

       The  Black-Scholes  option  valuation  model  was  developed  for  use in
estimating  the fair value of traded  options that have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.   Because  the   Company's   stock   options  have   characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its stock options.

       The Company's pro forma  information  is as follows  (expressed in 000's,
except per share amounts):

                                                   2001       2000       1999
                                                 --------   --------   --------
       Pro forma net loss available to
         common Stockholders ................... $(61,963)  $(18,269)  $(33,414)
       Pro forma basic and diluted
         loss per share ........................ $  (1.93)  $  (0.60)  $  (1.47)

14.    PENSION PLAN

       The Company  established a defined  contribution plan (the "401(k) Plan")
under Section 401(k) of the Internal  Revenue Code. All employees of the Company
are  eligible  to  participate  in the 401(k) Plan upon hire.  Participants  may
contribute up to 20% of their  eligible  earnings,  as defined.  The Company may
decide to make an  additional  contribution  to the 401(k) Plan on behalf of the
401(k) Plan  participants.  No  additional  contributions  have been made by the
Company for the years ended December 31, 2001, 2000 and 1999.

15.    INCOME TAXES

       Under  FASB  Statement  No.  109,  "Accounting  for  Income  Taxes,"  the
liability  method is used in  accounting  for income  taxes.  Under this method,
deferred  income tax assets and  liabilities  result from temporary  differences
between  the  income  tax basis of assets  and  liabilities  and their  reported
amounts in the  financial  statements  that will  result in  taxable  income and
deductions in future years.

                                       50
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)



15.    INCOME TAXES (CONTINUED)

       Significant components of the Company's deferred tax assets (liabilities)
are as follows (expressed in 000's):

                                                         DECEMBER 31,
                                                     -------------------
                                                       2001        2000
                                                     -------     -------
       Net operating loss carryforward ...........   $28,458     $23,047
       Research and development credits ..........     2,260       1,593
       Depreciation and amortization .............     2,694       1,894
       Deferred revenue ..........................     3,430       4,740
       Sales incentives ..........................     3,266         941
       Deferred rent .............................       950       1,403
       Other .....................................     2,604       1,099
       Acquired intangibles ......................    (7,152)     (7,942)
                                                     -------     -------
                                                      36,510      26,775
       Valuation allowance .......................   (34,626)    (24,891)
                                                     -------     -------
                                                     $ 1,884     $ 1,884
                                                     =======     =======

       In assessing the realization of deferred tax assets, management considers
whether it is more  likely  than not that such  benefit  will be  realized.  The
ultimate  realization of deferred tax assets is dependent upon the generation of
future taxable income. For the year ended December 31, 2000, management reversed
approximately $1.9 million of the deferred tax asset valuation  allowance due to
projected  taxable  income  for the year ended  December  31,  2001.  Management
expects taxable income for the year ended December 31, 2002. Therefore, the $1.9
million deferred tax asset was not reversed.

       At December 31, 2001, the Company had net operating loss carryforwards of
approximately   $63.2   million  and   research  and   development   credits  of
approximately  $2.3 million for income tax purposes  that expire in 2009 through
2021.  The  utilization  with regard to timing and amount of the  Company's  net
operating  loss  carryforwards  may be limited  due to changes in the  Company's
ownership pursuant to Section 382 of the Internal Revenue Code.

       The provision for income taxes from continuing operations consists of the
following (expressed in 000's):

                                                      YEARS ENDED DECEMBER 31,
                                                     --------------------------
                                                     2001      2000        1999
                                                     ----     ------       ----
       Current .................................     $668     $1,979     $  839
       Deferred ................................       --     (1,884)       191
                                                     ----     ------        ---
                                                     $668     $   95     $1,030
                                                     ====     ======     =======

       The reconciliation of income taxes computed at the U.S. Federal statutory
rate to income tax expense is as follows (expressed in 000's):

                                                    YEARS ENDED DECEMBER 31,
                                                 ------------------------------
                                                   2001       2000       1999
                                                 --------    -------    -------

       Tax at U.S. statutory rate of 34% ....... $(14,530)     $(374)   $(8,255)
       U.S. losses without benefit .............    7,355         --      8,724
       Foreign losses with no U.S. benefit .....        5        479         --
       Expenses not deductible for U.S. ........
         tax purposes ..........................    6,236        771         --
       Change in valuation allowance ...........       --     (1,425)        --
       State taxes .............................      275        734        370
       Other ...................................    1,327        (90)       191
                                                 --------    -------    -------
                                                 $    668    $    95    $ 1,030
                                                 ========    =======    =======

                                       51
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


16.    EARNINGS PER SHARE

       The  following  table sets  forth the  computation  of basic and  diluted
earnings per share (expressed in 000's, except per share amounts):

                                                  YEARS ENDED DECEMBER 31,
                                             ----------------------------------
                                               2001         2000         1999
                                             --------     --------     --------
Numerator:
  Net loss ................................  $(42,735)    $ (1,195)    $(24,979)
Redeemable preferred stock dividends ......        --           --        1,188
                                             --------     --------     --------
Numerator for basic and diluted loss
  per share--net loss attributable
  to common stockholders ..................  $(42,735)    $ (1,195)    $(26,167)
                                             ========     ========     ========
Denominator:
  Denominator for basic and dilutive
    loss per share--weighted
    average shares ........................    32,162       30,260       22,688
                                             ========     ========     ========
Basic and diluted loss per share ..........  $  (1.33)    $  (0.04)    $  (1.15)
                                             ========     ========     ========


     The  following  securities  have been  excluded from the dilutive per share
computation as they are antidilutive (expressed in 000's):

                                                      AT DECEMBER 31,
                                             ----------------------------------
                                               2001         2000         1999
                                             --------     --------     --------
Stock options .............................    10,383        8,583        4,785
Warrants ..................................     1,319          850          418

17.    DISCONTINUED OPERATIONS

       On January 15, 1999,  Market Guide  completed the sale of its  CreditRisk
Monitor  ("CRM")  division  for  approximately  $2,300,000,  which  consisted of
approximately  $1,200,000  paid in cash and notes  receivable  of  approximately
$1,100,000.  The Company recorded a gain on the sale of approximately  $226,000,
net of taxes of $163,000,  relating to the cash portion of the proceeds received
in excess of the net assets of the division. The notes receivable are summarized
as follows:

o      $1,000,000 secured promissory note, bearing interest at 6.0% beginning on
       July 1, 2001,  payable in 24 equal monthly  installments of principal and
       interest in the amount of approximately  $44,000 commencing July 31, 2001
       through  June 30, 2003.  The present  value of such  promissory  note was
       approximately $792,000 at its origination.

o      $98,000 secured expense  promissory note,  accruing interest beginning on
       February 1, 1999,  payable in 24 equal monthly  installments of principal
       and interest in the amount of approximately  $5,000  commencing  February
       28, 2001 through January 31, 2003.

18.    MERRILL LYNCH

       In December 1999, the Company entered into a multi-year  partnership with
Merrill  Lynch to  co-develop  global  research  and  information  Web sites for
clients of Merrill  Lynch's  institutional  e-commerce  portal.  As part of this
strategic partnership,  the Company amended its Electronic Distribution Services
Agreement  with  Merrill  Lynch  (the  "EDS  Amendment").  Pursuant  to the  EDS
Amendment, the Company:

(i)    On December 22, 1999, sold for a purchase price of $400,000, a warrant to
       purchase  100,000  shares of the  Company's  common  stock at an exercise
       price of $20 per share. The Company valued this warrant and

                                       52
<PAGE>


                                MULTEX.COM, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


18.    MERRILL LYNCH (CONTINUED)

       recorded  a  deferred  charge  of  $1,856,000  using  the  Black  Scholes
       valuation model.  This charge is being amortized over the term of the EDS
       Amendment.

(ii)   On December 22, 1999, sold for a purchase price of $100,000,  warrants to
       purchase  1,500,000  shares of the Company's  common stock at an exercise
       price of $20 per share.  The warrants  vest based on certain  performance
       and renewal criteria described in the EDS Amendment and will be accounted
       for at  their  fair  market  value on the date  when the  performance  is
       complete.

(iii)  On February 1, 2000,  issued  1,000,000  shares of the  Company's  common
       stock to Merrill Lynch at a purchase price of $21.60 per share.

(iv)   On February 1, 2000, issued vested warrants to purchase 750,000 shares of
       the Company's  common stock with an exercise price of $50 per share.  The
       Company  has  recorded a deferred  charge  equal to the fair value of the
       warrants on February 1, 2000.  The Company valued these  warrants,  using
       the Black Scholes  valuation  model,  at $9.8 million.  These charges are
       being amortized over the term of the EDS Amendment.

(v)    On February 1, 2000, purchased technology from Merrill Lynch for $500,000
       and 200,000 shares of the Company's  common stock.  The purchase price of
       the technology is being amortized over the term of the EDS Amendment.

       In connection with the EDS Amendment,  the Company recorded  amortization
expense  for the  deferred  charges of $2.3  million  and  recorded  performance
related  warrant  charges of $2.9 million for the year ended  December 31, 2001.
For the year ended December 31, 2000, the Company recorded  amortization expense
for deferred charges of $2.1 million.

19.    THE MARKETS.COM LLC

       In July 2001, the Company  completed its equity  participation  agreement
with TheMarkets.com LLC ("TheMarkets.com"), a portal for investment institutions
established by a consortium of global  brokerage and  investment  banking firms.
The Company  issued  274,130  shares of its common  stock to  TheMarkets.com  in
exchange  for a  membership  interest  of  approximately  6%.  In  addition,  in
accordance with a previously executed services  agreement,  the Company provides
development, hosting and content services to the TheMarkets.com. The Company has
accounted for its  investment in the  TheMarkets.com  under the equity method of
accounting.  The Company paid  TheMarkets.com a subscription fee of $930,000 for
the year ended  December  31,  2001.  As of December  31,  2001,  the  Company's
investment in TheMarkets.com  had a carrying value of $1,236,000.  Under certain
circumstances,  the  Company may be  obligated  to provide  additional  funds to
TheMarkets.com in future years.

                                       53
<PAGE>


                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (in thousands)
<TABLE>
<CAPTION>
                                           BALANCE AT    CHARGED TO   CHARGED TO                   BALANCE
                                            BEGINNING     COSTS AND      OTHER                     AT END
                                            OF PERIOD     EXPENSES     ACCOUNTS    DEDUCTIONS     OF PERIOD
                                           ----------    ----------   ----------   ----------     ---------
<S>                                          <C>          <C>              <C>     <C>             <C>
For the Year  Ended December 31, 2001
Allowance for doubtful accounts .........    $ 1,240      $ 2,589          --      $(1,034)(a)     $ 2,795
For the Year Ended December 31, 2000
Allowance for doubtful accounts .........    $   423      $ 1,057          --      $  (240)(a)     $ 1,240
For the Year Ended December 31, 1999
Allowance for doubtful accounts .........    $   172      $   901          --      $  (650)(a)     $   423
</TABLE>

(a) Uncollectible accounts written off, net of recoveries.


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

Not Applicable.

                                       54
<PAGE>


                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company will furnish to the Securities and Exchange  Commission a definitive
Proxy Statement (the "Proxy Statement") not later than 120 days after the end of
the fiscal year ended December 31, 2001. The  information  required by this item
is incorporated herein by reference to the Proxy Statement.

ITEM 11.      EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the
Proxy Statement.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item is incorporated herein by reference to the
Proxy Statement.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated herein by reference to the
Proxy Statement.

                                       55
<PAGE>


                                     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      1.       FINANCIAL STATEMENTS

                  Reference  is  made to the  index  of  consolidated  financial
                  statements  included in Item 8 of this  Annual  Report on Form
                  10-K.

         2.       FINANCIAL STATEMENT SCHEDULES

                  Schedule II - Valuation and Qualifying Accounts.

                  All other schedules are omitted because they are not required,
                  not  applicable  or  the  required  information  is  contained
                  elsewhere.

         3.       EXHIBITS

                  The Index to Exhibits in paragraph  (c) below is  incorporated
                  herein by reference.

(b)      REPORTS ON FORM 8-K

         None.

(c)      EXHIBITS

Index to Exhibits

3.1      Amended and Restated  Certificate  of  Incorporation  (incorporated  by
         reference to Exhibit 3.1 of Registrant's  Annual Report on Form 10-K as
         filed April 2, 2001).

3.2      Certificate  of  Amendment  to  Amended  and  Restated  Certificate  of
         Incorporation (incorporated by reference to Exhibit 3.2 of Registrant's
         Annual Report on Form 10-K as filed April 2, 2001).

3.3      Amended and Restated Bylaws  (incorporated  by reference to Exhibit 3.3
         of Registrant's Annual Report on Form 10-K as filed April 2, 2001).

4.1      Specimen common stock certificate (incorporated by reference to Exhibit
         4.1 of  Registrant's  Registration  Statement  on Form S-1,  as amended
         (Registration No. 333-70693)).

4.2      See  Exhibits  3.1,  3.2 and 3.3 for further  provisions  defining  the
         rights of holders of common stock of the Registrant.

10.1     Multex.com,  Inc. 1999 Stock Option Plan, as amended and restated as of
         June  29,  2000   (incorporated   by   reference  to  Exhibit  99.1  of
         Registrant's  Registration  Statement  on Form  S-8  (Registration  No.
         333-45998)). (*)

10.2     Form of Written  Compensation  Agreement between  Multex.com,  Inc. and
         Christopher  Feeney  (incorporated  by reference to Exhibit 99.4 of our
         Registration Statement on Form S-8 (Registration No. 333-45998)). (*)

21.1     Subsidiaries of the Registrant.

23.1     Consent of Ernst & Young LLP.

       * Management contract or compensatory plan or arrangement.

(d)      FINANCIAL STATEMENT SCHEDULES

See Item 14(a) 2 above.

                                       56
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Multex.com,  Inc. has duly caused this Report to be signed
on its behalf by the  undersigned,  thereunto duly authorized in the City of New
York, State of New York, on this 29th day of March, 2002.

                                              MULTEX.COM, INC.

                                              By:   /s/ Isaak Karaev
                                                  ------------------------------
                                                     Isaak Karaev
                                                     Chief Executive Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed by the  following  persons on behalf of  Multex.com,
Inc. and in the capacities indicated as of March 29, 2002.

                        By:   /s/ Isaak Karaev
                            ----------------------------------------------------
                               Isaak Karaev
                               Chairman of the Board of Directors and
                               Chief Executive Officer
                               (Principal Executive Officer)

                        By:   /s/ Jeffrey S. Geisenheimer
                            ----------------------------------------------------
                               Jeffrey S. Geisenheimer
                               Chief Financial Officer and Senior Vice President
                               (Principal Financial and Accounting Officer)

                        By:   /s/ Homi M. Byramji
                            ----------------------------------------------------
                               Homi M. Byramji
                               Senior Vice President and Director

                        By:   /s/ I. Robert Greene
                            ----------------------------------------------------
                               I. Robert Greene
                               Director

                        By:   /s/ Lennert J. Leader
                            ---------------------------------------------------
                               Lennert J. Leader
                               Director

                        By:   /s/ John Tugwell
                            ----------------------------------------------------
                               John Tugwell
                               Director

                        By:   /s/ Devin N. Wenig
                            ----------------------------------------------------
                               Devin N. Wenig
                               Director