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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

      FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
        X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       ---                    EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    ---                       EXCHANGE ACT OF 1934

     FOR THE TRANSITION PERIOD FROM __________________ TO __________________

                         COMMISSION FILE NUMBER 1-10263

                        THE OFFICIAL INFORMATION COMPANY

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                                         73-1341805
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)
250 West 57th Street, Suite 2421, New York, New York               10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 247-5160

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OR 12(G) OF THE ACT: NONE

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X   NO
                                             ---

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

     As of March 19, 2002, 112,367 shares of common stock were outstanding, of
which 72,367 were owned by VS&A - TOIC, LLC. and 36,000 and 4,000 were owned by
Fir Tree Value Fund LP. and Fir Tree Institutional Value Fund L.P.,
respectively.


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ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

     The Official Information Company (formerly known as T/SF Communications
Corporation), a Delaware corporation formed in 1989 (together with its
subsidiaries, the "Company"), is a business-to-business, communications and
information services company which principally operates in two lines of
business: (i) business-to-business and professional database information
services ("Information Services") and (ii) business-to-business communications,
publishing and related marketing services ("Business-to-Business
Communications"). Information Services businesses include Total Information
Services, Inc. ("TISI"), which, with its proprietary databases, is a leading
provider through DAC Services ("DAC") of comprehensive employment screening
information used by the trucking industry to facilitate compliance with U.S.
Government regulations and is a leading provider of employment screening
services to the retail industry through United States Mutual Association
("USMA") acquired in March 2000, the healthcare industry through Healthcare
Employment Screening ("HES") and various other industries through Record Search,
Inc. ("RSI"), acquired by TISI in August 1999. In January 2000, TISI acquired
STA United ("STA"), a leading provider of drug testing services to the trucking
and other industries. The Company believes that TISI is the leading supplier of
specialized employment screening information to selected vertical markets. In
connection with the acquisition of USMA in March 2000, TISI Holdings, Inc.
issued non-voting common stock to certain owners of the USMA business equal to
approximately 4.5% of the outstanding stock of TISI Holdings, Inc.

     Business-to-Business Communications is conducted through several individual
businesses, each of which is characterized by leading competitive positions
within specialized vertical markets. Business-to-Business Communications
businesses include: (i) Atwood Publishing, LLC (together with its subsidiary and
affiliates, "Atwood"), the largest domestic independent publisher of exposition
and association related publications and directories; (ii) ExpoExchange, LLC
(together with its subsidiary and affiliates, "ExpoExchange"), formerly Galaxy
Information Services, LLC ("Galaxy"), the largest independent provider of
housing, travel, registration, exhibitor information and lead management
services to the trade show and convention industry in the United States and
(iii) GEM Communications Holding, LLC (together with its subsidiaries and
affiliates, "GEM"), owns and publishes trade magazines and trade shows directed
to the legalized gaming industry, including IGWB (formerly International Gaming
and Wagering Business), a leading publication catering to gaming industry
executives and UK-based InterGame, InterGaming and InterPark, a leading series
of publications for the international coin-operated amusement and gaming
machines and amusement park businesses and Gaming for Africa, a leading trade
publication to the Sub-Saharan gaming industry. Tradeshows include WGC&E, Bingo
World, NYGS, AGS, SGS, and ACC. In April 1999, ExpoExchange acquired
substantially all of the assets of International Travel Services, Inc. ("ITS"),
a leading provider of housing and travel services to the trade show and
convention industry. In June 2000, ExpoExchange acquired substantially all of
the assets of the e-Products Division from Third Millennium Communications, Inc.
("3MC"). In January 2001 the Company, through GEM, acquired certain assets of
Casino Journal Publishing Group ("CJPG"). In February 2002, GEM announced the
pending sale of WGC to Global Gaming Expo ("G2E"), a competing tradeshow.

     The Company's consolidated net revenues and EBITDA (as defined herein) for
the year ended December 31, 2001 were approximately $131 million and $34
million, respectively. Of such consolidated net revenues, approximately 45%
represented Information Services and approximately 55% represented
Business-to-Business Communications. Of such EBITDA, approximately 55%
represented Information Services and approximately 45% represented
Business-to-Business Communications. In November 1999, the Company sold
Corsearch, Inc., the second largest provider in the United States of trademark
and trade name research to law firms and corporations.

     VS&A-TOIC LLC (formerly VS&A-T/SA LLC) and Fir Tree Value Fund, LP and Fir
Tree Institutional Value Fund L.P. (collectively, "Fir Tree" and, together with
VS&A-TOIC, the "Equity Investors") own approximately 64.4% and 35.6% of the
common stock of the Company, respectively. The Company holds a $45.0 million
preferred equity interest in TOIC Holdings, LLC ("Holdings LLC"), and VS&A-TOIC
and Fir Tree own the common equity interests in Holdings LLC in the same
proportion as their ownership of the common stock of the


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Company. These common equity interests in Holdings LLC and all earnings and
losses in excess of the preferred stockholders' annual distributions are
reflected as minority interests. The preferred equity interest held indirectly
by the Company carries an 11% annual preferred distribution and, together with a
voting agreement, gives the Company voting, operational and management control
of Holdings LLC. Holdings LLC has voting control of ExpoExchange, Atwood and
GEM.

      In connection with the acquisition of ITS in April 1999, ExpoExchange
issued non-voting membership units to certain former owners of the ITS business
equal to approximately 6.9% (subsequently reduced to 5.9%) of the outstanding
membership units. In connection with the acquisition of USMA in March 2000 TISI
Holdings, Inc. issued non-voting common stock to certain former owners of the
USMA businesses equal to approximately 4.5% of TISI Holdings, Inc.'s common
ownership. In connection with the acquisition of the e-Products Division of 3MC
in June 2000, Galaxy (renamed ExpoExchange) exchanged non-voting membership
units to 3MC equal to approximately 20% of outstanding membership units for the
e-Product Division assets. In January 2001, Holdings LLC acquired these
membership units from 3MC. In connection with the acquisition of CJPG in January
2001, GEM Communications Holdings, LLC issued non-voting membership units to
certain former owners of the CJPG business equal to approximately 10% of the
outstanding membership units of its US operating subsidiary. A chart
illustrating the Company's ownership structure set forth above is available upon
request. In lieu of such chart, which is unavailable on EDGAR, the following
description is useful:

The Company conducts its business through several corporate and limited
liability company subsidiaries as follows:

1.   Corporate Subsidiaries: The Company owns, directly or indirectly, several
     active corporate subsidiaries through which it conducts certain of its
     businesses such as TISI.

2.   Limited Liability Company Subsidiaries: The Company, together with certain
     of its corporate subsidiaries, owns all of the outstanding preferred
     interest in Holdings LLC, which holds all of the outstanding voting
     interest in the several operating limited liability companies through which
     TOIC conducts certain of its business, such as GEM, Atwood and ExpoExchange
     (the Operating LLC's). There are also common interests of Holdings LLC,
     which are held by Company's stockholders as described above.

     Holdings LLC, and the Operating LLCs are collectively referred to herein as
the "LLC's." As a result of the control of the LLCs by the Company, the
financial results of the LLCs are included in the consolidated financial
statements of the Company as described more fully in the Notes of the Company's
consolidated financial statements included herein.

INFORMATION SERVICES

     Information Services provides specialized information and database service
principally to the pre-employment screening market through TISI.

TOTAL INFORMATION SERVICES, INC.

EMPLOYMENT SCREENING SERVICES

     TISI, through its on-line databases, provides employment screening
information and services to selected vertical markets that by government
regulation or business characteristic require a comprehensive candidate
background investigation prior to hiring.

     TISI has virtually instantaneous computer access to Motor Vehicle Records
(MVRs) maintained by 31 states and alternative methods to access the MVRs of the
remaining states. In addition, TISI maintains a database which contains certain
workers' compensation records from 12 states, which may be used by prospective
employers either to detect employers that have been omitted by a prospective
employee in his or her employment application or to determine job suitability.
TISI offers a manual searching capability for many of those states which the
workers' compensation records are not in TISI's database.


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     TISI obtains its MVRs, workers' compensation and criminal records
information from state or county archives, utilizing a nationwide network of
agents and representatives, direct computer connections and proprietary
databases. The information is resold at a mark-up over state and county fees for
such information. In 2001, the information was resold to approximately 17,000
customers. Criminal records are maintained by approximately 3,300 jurisdictions
in the U.S. and there is no single source for all such records. However, TISI
can access for its customers criminal records from any U.S. jurisdiction
requested by a customer. TISI's 20/20 criminal record database includes
approximately 6.2 million records.

     Management believes that the employment screening databases being created
by TISI will become an increasingly valuable asset that will facilitate
providing a full range of employment screening products and services to a
variety of vertical industries. In 1999, TISI acquired RSI, a leading provider
of pre-employment screening services to the airline, staffing, high-tech and
healthcare markets. In 2000, TISI acquired STA, a provider of pre and
post-employment drug testing services, and USMA, a leading provider of
employment screening services to the retail industry, including a proprietary
database of employee theft incident records.

TRANSPORTATION INDUSTRY

     TISI, which since 1983 has operated its transportation services business
under the trade name DAC Services, is the largest on-line supplier of
comprehensive employment screening information to the trucking industry and a
provider of driving record-related and other risk assessment and underwriting
information to the insurance industry. DAC, endorsed by the American Trucking
Associations since 1986 and the trucking associations of 27 states, currently
maintains a computer network providing on-line electronic access to a
proprietary employment history database of over 4.3 million job records
concerning over 2.2 million truck drivers. Management believes the demand for
the information in its DAC database is driven primarily by federal government
regulation, TISI's ability to provide the information on a timely basis and
TISI's success in marketing to the "truckload" segment of the trucking industry,
which historically exhibits high driver turnover. "Truckload" carriers, such as
J.B. Hunt and Schneider, typically are differentiated from "route" carriers and
"private fleet" carriers in that "truckload" carriers are hired by third parties
and do not have the steady, predetermined routes of a "route" carrier, nor do
they operate as an individual corporation's captive "private fleet" (e.g., a
retailer's "private fleet" of delivery trucks). As a result, the Company
believes the unpredictable nature of a driver's job for a "truckload" carrier
leads to inherently high driver turnover, which can be more than 100% per year
for some trucking companies. As federal regulations require extensive screening
of new truck drivers, this high turnover rate creates demand for DAC's services.

RETAIL INDUSTRY

     On March 15, 2000, the Company acquired a group of ten affiliated companies
collectively referred to as United States Mutual Association (USMA), a leading
provider of employment screening services to the retail industry. Collectively,
USMA is the nation's largest provider of retail employee theft incident records
through its database of over 625,000 proprietary records. Similar to the DAC
model, USMA's database consists of theft incident records contributed by USMA's
clients. Together with this proprietary information, USMA also provides criminal
records, MVR's, drug tests and other pre-employment screening services to the
retail industry.

HEALTHCARE INDUSTRY

     TISI formed Healthcare Employment Screening (HES) during 1998 to provide
employment screening services to the healthcare industry, including home
healthcare and nursing home markets. Much like the trucking industry, employers
in these industries are required by Federal and various state regulations to
conduct comprehensive background checks on prospective employees. HES offers a
comprehensive employment screening service to this industry.

PUBLIC RECORDS SERVICES

     The Official Provider's Source, Inc. (TOPS - formerly CrimeSearch, Inc.), a
wholly owned subsidiary of TISI, is a leading provider of criminal and civil
court records and criminal record research to the pre-employment screening and
legal industries. Through its network of nearly 1000 researchers, TOPS accesses
criminal records in


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all counties in the United States, Puerto Rico, all US territories, the Canadian
provinces and several other foreign countries.

DRUG TESTING SERVICES

     In January 2000, TISI acquired substantially all of the assets of STA, a
leading provider of pre and post -employment drug screening services. With
14,000 clients, STA is believed to be the largest third party administrator of
drug and alcohol testing services to the transportation industry and is endorsed
by the American Trucking Association and 27 state trucking associations.

INSURANCE INDUSTRY SERVICES

     In addition to providing MVRs to the transportation industry, the Company
is also a leading supplier of MVRs to the insurance industry for the screening
of insurance applications. The Company, endorsed by the Professional Insurance
Agents' Association, provides over 5,000 insurance industry customers' access to
the Company's computer network to request MVRs and other information.
Approximately 85% of these customers are insurance agents, with the remaining
15% representing branch offices, managing general agents, brokers and a small
number of regional and home office locations. These customers primarily utilize
the Company's data in assessing insurance underwriting risk and also purchase
the Company's workers' compensation and credit report information.

BUSINESS-TO-BUSINESS COMMUNICATIONS

     The Company's Business-to-Business Communications operations are conducted
through several individual businesses, each of which is characterized by leading
competitive positions within specialized vertical markets. Business-to-Business
Communications businesses include: (i) ExpoExchange, the largest independent
provider of housing, travel, registration, exhibitor information and sales-lead
management services to the tradeshow and convention industry in the United
States; (ii) Atwood, the largest U.S. independent publisher of exposition and
association related publications and directories; and (iii) GEM, a leading owner
and operator of trade shows and publisher of trade magazines directed to the
international legalized gaming industry.

GEM COMMUNICATIONS HOLDING, LLC

     GEM, founded in 1986, is one of the leading global providers of business
information and marketing resources for the legalized gaming industry. GEM's
trade show division owns and/or operates a number of regional U.S. tradeshows
including Bingo World, NYGS, Slot Manager Institute, Southern Gaming Summit and
American Gaming Summit. WGC traditionally has been held annually in Las Vegas
during September or October of each year. Consequently, GEM's financial results
are skewed towards the second half of the year. In February 2002 GEM announced
that WGC would be acquired by and merged into Global Gaming Expo (G2E), a
competing tradeshow.

     GEM publishes several trade magazines directed to the legalized gaming
industry, including IGWB, Casino Journal and UK-based InterGame, InterGaming and
InterPark, a leading series of publications for the international coin-operated
amusement and gaming machines and amusement park businesses. InterGame also
publishes AB Europe/Coin Op and Gaming for Africa, a leading trade magazine for
gaming in Sub-Saharan Africa. IGWB, with a qualified audited circulation of
18,000, is a leading trade journal directed to the worldwide-legalized gaming
industry. IGWB includes three quarterly publications - Indian Gaming Business,
Lottery Business and Slot Manager. In addition, the Company publishes Industry
Resource Guide, Casino Executive Review, and an industry newsletter National
Gaming Summary.

ATWOOD PUBLISHING, LLC

     Atwood, founded in 1982, is a leading U.S. independent publisher of daily
tradeshow and convention newspapers, directories, and related custom publishing
products that are directed to the attendees of US tradeshows and conventions.
Atwood competes primarily with trade magazines and the owners and operators of
expositions


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with in-house publishing capabilities who participate only in their particular
industry and do not have diverse markets or the capabilities of Atwood. Atwood
also publishes the trade journal EXPO, the official publication of the
International Association of Exposition Management, and Pro AV, a publication
covering the audio-visual presentation industry.

     Approximately 72% of Atwood's 2001 revenues were derived from its
publication of dailies and directories. During 2001, Atwood provided publishing,
communication or promotional services to approximately 86,300 exhibitors at
approximately 162 tradeshows and conventions, including 18 of the "Tradeshow
200" exhibitions. Related products provided by Atwood include pre- and
post-convention materials, literature kiosks and LeSack, a plastic bag filled
with literature, publications, product samples and other marketing information
that is distributed to attendees. Atwood also produces advertising and marketing
products such as Internet Guides, specialty products and restaurant and city
guides distributed to show attendees.

EXPOEXCHANGE, LLC

     Formed in June 2000, by the combination of Galaxy (founded in 1982), ITS
(founded in 1948 and acquired in April 1999) and the e-Products Division of 3MC
(acquired in June 2000). ExpoExchange markets its comprehensive housing, travel,
registration, automated lead management and information services and Web event
development services on an exclusive basis to trade associations, show managers,
exhibitors and attendees of expositions, tradeshows and conventions.
ExpoExchange serves over 80,000 exhibitors, over 4 million attendees and
processes nearly 2 million room nights, annually. Among ExpoExchange active
clients are 72 of the "Tradeshow Week 200" exhibitions, including three of the
top five such exhibitions.

     ExpoExchange proprietary ExpoCards are utilized in the registration process
to allow convention and trade show exhibitors to digitally capture and utilize
attendee information for sales lead collection and management. ExpoExchange
ExpoCard technology encodes attendee registration data on a magnetic stripe
attached to a plastic card or on a computer chip "smartcard" which can be read
by tradeshow and convention exhibitors renting ExpoExchange ExpoCard readers.
ExpoExchange Show Floor Services allow attendees to leave and retrieve messages
on-line at internet cafes and kiosks established on site for a fee, and permit
show operators to receive information on-line including demographic data,
attendance results and exhibit visitation patterns.

     ExpoExchange provides a suite of innovative products to enable exhibitors
to more effectively manage sales leads. ExpoCard Connect allows exhibitors to
create a custom qualification survey and lead capture system on their own laptop
computer. ExpoCard Connect Pro allows exhibitors to transfer sales leads
directly from their booths to their offices or fulfillment houses via the
internet. ExpoCard Connect Mobile is a compact, wireless lead collection and
qualification system. ExpoCard Web uses internet technology to transfer lead
data from ExpoCard systems to the exhibitor's own ExpoCard lead management web
site. ExpoExchange Web Registration offers the ability to conveniently register
for an event "anyplace, anytime" online. ExpoExchange Registration Manager gives
clients direct 24-hour access to their registration database over the Internet.
For housing clients, ExpoExchange Destination Manager allows tradeshow attendees
to register, purchase event tickets, browse listings of available hotels, book a
room, and arrange flights over the Internet. ExpoExchange Online Services
include a suite of internet based products that enable trade associations and
show managers to extend and compliment their physical tradeshow event with an
all year Web based event where exhibitors, attendees and other industry
professionals can interact before, during and after the physical show.

     Several of ExpoExchange customers hold tradeshows on a bi-annual or
tri-annual basis. Consequently, Expo Exchange's revenues vary from year to year.
The following table sets forth, for the years ended December 31, 2001, 2000 and
1999, the percentage of revenues of ExpoExchange generated from trade shows of
varying frequencies.


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                                                    YEARS ENDED DECEMBER 31,
                                                    2001      2000      1999
                                                    ----      ----      ----
Annual Shows...................................       94%       92%       93%
Bi-Annual Shows................................        6         5         3
Tri-Annual Shows...............................        0         2         4
Other Shows....................................        0         1         0
                                                    -----     -----     -----
                                                     100%      100%      100%
                                                    =====     =====     =====

COMPETITION

     Each of the Company's businesses is in competition with other suppliers and
vendors of services or products similar to those provided by the Company and
several of such competitors are significantly larger and have greater resources
than the Company. The following is a brief description of the competitive
environment in which each of the Company's businesses operates.

TISI

     TISI has a leading market position in the trucking and retail industries.
In the insurance industry, there are two TISI competitors, which are
significantly larger and sell significantly more MVRs than TISI, as well as many
regional providers. ChoicePoint, ADP, Hirecheck and Kroll are the largest
national competitors in the employment screening market along with several
regional competitors. Some of these competitors have significantly greater
resources than TISI. Management believes that no other competitor has developed
a national vertical market strategy based on the DAC proprietary employment
history database concept.

ExpoExchange

     ExpoExchange competes in a variety of exhibition services segments
including registration, lead management, show floor services, housing and
travel. ExpoExchange has two significant competitors, both of which provide
services to fewer shows in any given year than ExpoExchange and management
believes that they do not possess the resources of the Company. There are also
smaller and regional competitors as well as some large companies which provide
other exposition services which compete in certain aspects of ExpoExchange's
business. ExpoExchange also encounters competition from a number of start-up
companies offering Internet based housing and registration services.

Atwood

     As a custom publisher, Atwood competes primarily on price, quality and
service and has been successful by targeting the publishing needs of the
tradeshow, convention and trade association market. Outside of that market,
there are many custom publishers, some with significantly greater resources than
the Company. In the tradeshow, convention and trade association market, there
are competitors which, while concentrating on another set of services they
perform for their customers, will also provide publishing services as part of
their package of services. Several of these competitors are significantly larger
than Atwood. Because of the large number of tradeshows served with concentration
in selected sectors of the tradeshow industry, Atwood believes that its ability
to sell advertising across multiple shows to the same customers year after year
is a strong competitive advantage.

GEM

     In the gaming tradeshow business, there are a number of smaller US shows, a
large show held in London each year (ATEI), and a variety of smaller niche or
regional shows and conferences throughout the world. A few of these are owned or
managed by competitors which are significantly larger than GEM. In the US, a new
tradeshow, Global Gaming Expo ("G2E"), was launched by Reed Elsevier, Inc.
(Reed) with the endorsement of the American Gaming Association ("AGA"), in
competition with WGC in September 2001. In February 2002 an agreement was
announced providing for the sale of WGC to Reed/AGA.


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     From a publishing standpoint, there are several magazines and newsletters
serving vertical niches of the gaming industry in the US and worldwide industry,
such as lotteries and pari-mutuals. Internationally, there are a few magazines,
particularly in Europe, which serve the casino industry and compete with GEM. To
management's knowledge, none of such competitors are significantly larger than
GEM. In addition, GEM must compete with other media for advertising dollars,
such as direct mail and direct selling. The latter is particularly important for
potential US casino advertisers, as much of the industry is concentrated in a
few locations.

SEASONAL FACTORS

     The exposition services business is affected by the timing of conventions
and tradeshows, with most such shows operating in the March-May and
September-November time frames. GEM's results are significantly impacted by the
timing of WGC, its largest owned tradeshow, which was held in September 1999 and
October 2000, and 2001.

EMPLOYEES

     As of February 28, 2002, the Company employed approximately 987 persons on
a full-time basis including 400 in Information Services, 580 in
Business-to-Business Communications and seven at the Company's corporate
offices. None of the Company's employees are subject to collective bargaining
agreements. The Company considers relations with its employees to be
satisfactory. Most employees are salaried, with sales personnel receiving
commissions on sales.

FINANCIAL INFORMATION

     For financial information regarding the Company's business segments, see
Note 10 of Notes to Consolidated Financial Statements.

GOVERNMENT REGULATION

     As a "consumer-reporting agency," TISI is subject to the provisions of the
Fair Credit Reporting Act ("FCRA") and similar acts existing in the states and
is regulated by the FTC under the Federal Trade Commission Act. Under the FCRA,
a consumer-reporting agency may furnish a "consumer report" to a customer only
for a permissible purpose allowed by the FCRA. Permissible purposes include
extension or review of credit, collecting an account, employment purposes,
underwriting of insurance, determining eligibility for a license or permit
granted by a governmental entity, or in connection with a business transaction
involving the consumer. All reports of TISI are treated by TISI as consumer
reports for purposes of the FCRA. In addition, TISI's Total Applicant Screening
reports are treated by TISI as "investigative consumer reports" within the
meaning of that term under the FCRA because they involve contacting third
parties. Certain additional restrictions apply to these reports.

     The FCRA requires a consumer-reporting agency to maintain reasonable
procedures designed to ensure that the restrictions on the use of certain
information are not violated. In addition, a consumer reporting agency must
follow reasonable procedures to assure maximum possible accuracy of the
information concerning the consumer about whom the report relates. The FCRA also
requires a consumer-reporting agency, upon request from a consumer, to disclose
all information about that consumer in its file, together with the source and
the recipients of the information. In some cases, this information must be
delivered to the consumer at no cost, and in others the agency may charge a
reasonable fee. TISI does not charge a fee to a driver or other individual or
entity about whom or which data is provided to a customer if that individual or
entity has been turned down for a job or denied insurance within the last 30
days. Otherwise, TISI may charge a $10 fee.

     The Americans with Disabilities Act ("ADA") contains pre-employment inquiry
and confidentiality restrictions designed to prevent discrimination against
individuals in the hiring process. Although TISI's business is not directly
regulated by the ADA, the use by its customers of certain information sold to
them, such as workers' compensation histories or drug and alcohol test results,
is regulated, both with respect to the type of information and the timing of its
use. Similar state laws also affect TISI's business. Some states have human
rights laws that provide more


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protection than the ADA. A large number of states also regulate the type of
information which can be made available to the public or to a third party or
impose conditions to the release of the information.

     While the FCRA provides for civil liability sanctions against a
consumer-reporting agency by a consumer for willful or negligent noncompliance
with the FCRA, and criminal penalties for willful violations, by complying in
good faith with the FCRA, TISI is protected from liability by the FCRA even if
there are inadvertent errors in the information provided. TISI has developed and
implemented internal policies designed to help ensure that background
information retrieved by it concerning a consumer is accurate and that it
otherwise complies with the provisions of the FCRA and applicable state laws. In
addition, each customer of TISI is required to sign a user agreement, in which
the customer agrees to accept responsibility for using information provided by
TISI in accordance with the provisions of the FCRA, the ADA and local laws. TISI
also has internal checks in place regarding access and release of such
information. The Company currently maintains liability insurance to cover claims
by customers or the subjects of reports for alleged inaccurate information or
misuse of information.

     In the 16 years it has been in business, TISI has not been found liable for
any violations of the FCRA, the ADA or similar state laws. The Company did
settle a few cases out of court for a nominal amount to avoid litigation
expenses. There can be no assurance, however, that the Company will not be found
liable for any such violations and that, if found so liable, the Company will
not be subject to adverse judgments in substantial amounts. In addition, there
can be no assurance that the FCRA, the ADA or similar state laws will not be
amended or subjected to different judicial or administrative interpretation in
the future. It is not possible at this time to predict the impact that any such
change might have on the Company's results of operations, financial condition or
liquidity.

     The Department of Transportation ("DOT") is in the process of proposing and
promulgating revised regulations which, among other things, concern the
requirements for employment screening of truck drivers. It is not possible at
this time to predict the impact that such regulations, if adopted, might have on
the Company's results of operations, financial condition or liquidity. If
adopted in their current form, such regulations could provide a greater demand
for access to employment history, MVRs and drug and alcohol test results of
truck drivers, such as the information provided by the Company.

     The Driver's Privacy Protection Act ("DPPA") and similar state laws
restrict disclosures of certain information held by state department of motor
vehicles. The DPPA currently permits disclosure of this information in
connection with matters relating to motor vehicle or driver safety and to verify
information relating to a holder of a commercial driver's license Some of the
states have adopted laws that are more restrictive than the DPPA. There can be
no assurance that the DPPA or similar state laws will not be amended or
subjected to different judicial or administrative interpretation in the future
that restrict TISI's ability to obtain such information.

FOREIGN SALES

     The Company's net revenues for 2001, 2000, and 1999 to customers outside
the U.S. and Canada were $3.6 million, $4.1 million, and $8.1 million,
respectively, representing 2.7%, 3.0%, and 7.5% of net revenues, respectively.
All of such net revenues are attributable to Business-to-Business
Communications.

TRADEMARKS, LICENSES AND PATENTS

     The Company has registered numerous trademarks, including ExpoExchange(R),
DAC Services(R), EXPO(R), World Gaming Congress(R) and IGWB(R), in the United
States and, in certain cases, in foreign countries in which the Company does
business. The Company believes that it owns or licenses all intellectual
property rights necessary to conduct its business.


                                       8
<PAGE>

ITEM 2. PROPERTIES

     The Company conducts its principal operations at the facilities set forth
below:

<TABLE>
<CAPTION>
                       LOCATION                 SQUARE FOOTAGE               LEASED/OWNED
                       --------                 --------------               ------------
<S>                                             <C>                 <C>
Information Services:
     Tulsa, Oklahoma (TISI)                         71,249          Leased (Expires October 2006)
     Hollywood, Florida (TISI/RSI)                  13,958          Leased (Expires December 2004)
     Lincoln, Nebraska (TISI/STA)                   11,719          Leased (Expires September 2003)


Business to Business Communications:
     Frederick, Maryland (ExpoExchange)             56,000          Leased (Expires January 2003)
     Deerfield, Illinois (ExpoExchange/ITS)         30,730          Leased (Expires September 2005)
     Overland Park, Kansas (Atwood)                 23,179          Leased (Expires September 2005)
     Las Vegas, Nevada (GEM)                         2,676          Leased (Expires May 2003)

Corporate:
     New York, New York                              1,679          Leased (Expires October 2003)
</TABLE>

     Management believes that its facilities are suitable and adequate for its
immediate needs and that additional or substitute space is available if needed
to accommodate expansion.

     In connection with the USMA acquisition, the Company acquired a 16,235
square foot facility in Simi Valley, California, which is currently sub let and
for sale.

ITEM 3. LEGAL PROCEEDINGS

     In the ordinary course of its business, the Company and its subsidiaries
have been named as defendants in lawsuits and a party in various governmental
proceedings from time to time. Such matters have not had a material adverse
effect on the financial position, results of operation or liquidity of the
Company, and management does not anticipate that such matters will have such an
effect in the future. However, the outcome of suits and proceedings cannot be
predicted with certainty and, due to such inherent uncertainty of litigation,
there can be no assurance that the Company will not be subject to adverse
judgments in substantial amounts.

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

     No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.




                                       9
<PAGE>


                                     PART II

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

     There is no established public trading market for the Company's common
stock. No dividends were declared or paid during 1999, 2000 and 2001. The terms
of the Company's $40 million Credit Agreement (increased from $25 million on
February 2, 2001) and 10 3/8 % Senior Subordinated Notes due 2007 (the "Notes")
currently restrict the ability of the Company to pay dividends or make
distributions to its shareholders. See the consolidated financial statements of
the Company and the notes thereto.

ITEM 6. SELECTED FINANCIAL DATA

     The following table presents selected financial data for each of the last
five years.

<TABLE>
<CAPTION>
                                                         -------------------------------------------------------------------
                                                             2001         2000       1999 (2)     1998 (2)      1997 (2)
                                                             ----         ----       --------     --------      --------
<S>                                                      <C>            <C>         <C>          <C>           <C>
STATEMENT OF OPERATIONS DATA (1):
  Revenues, net
    Information Services (a)........................        $59,236     $ 57,474     $ 41,832     $ 36,055      $ 31,363

    Business-to-Business Communications (b).........         71,688       79,208       65,877       52,166        43,353
                                                            -------     --------     --------     --------      --------

    Total revenues..................................        130,924      136,682      107,709       88,221        74,716
  Costs and Expenses
    Operating costs.................................         58,354       62,110       48,435       39,520        35,735
    General and administrative expenses.............         38,871       44,367       34,046       27,033        24,814
    Recapitalization and reorganization expenses....          1,994          593            -            -        21,774
    Depreciation and amortization...................         24,970       19,717       10,998        7,078         4,996
                                                            -------     --------     --------     --------      --------
  Total expenses....................................        124,189      126,787       93,479       73,631        87,319
                                                            -------     --------     --------     --------      --------
  Operating income (loss)...........................          6,735        9,895       14,230       14,590       (12,603)

  Interest and other income (expense)...............            (48)         939           84          422         1,091
  Interest expense..................................        (12,284)     (11,580)     (10,792)     (10,676)       (3,696)
                                                            -------     --------     --------     --------      --------
  (Loss) income before income taxes and other items          (5,597)        (746)       3,522        4,336       (15,208)
  Write down of investment..........................              -       (4,518)           -            -             -
  Income tax benefit (expense)......................         (2,896)         449       (2,944)      (1,329)        2,636
  Minority interest in consolidated subsidiaries....         10,149        5,160         (455)      (2,491)            -
  Net (loss) gain on disposal of subsidiaries.......              -          (59)       4,842            -             -
                                                            -------     --------     --------     --------      --------
    Net income (loss)...............................        $ 1,656     $    286     $  4,965     $    516      $(12,572)
                                                            =======     ========     ========     ========      ========


                                                             2001         2000         1999         1998          1997
                                                             ----         ----         ----         ----          ----
OTHER FINANCIAL DATA (1):
  Capital expenditures.........................             $ 9,862     $  7,570     $  6,692     $  6,503      $  5,541
  EBITDA (3)...................................              34,030       30,205       26,067       22,044        15,258
  EBITDA margin (3)............................                26.0%        22.1%        24.2%        24.9%         20.1%
  Ratio of earnings to fixed charges (4).......                 .55x         .55x         1.8x         1.4x           --
</TABLE>

<TABLE>
<CAPTION>
                                                                                          AS OF DECEMBER 31,
                                                                                   --------------------------------
                                                                                         2001           2000
                                                                                         ----           ----
<S>                                                                                 <C>               <C>
BALANCE SHEET DATA:
  Cash and equivalents.............................................................    $ 1,921         $   795
  Total assets.....................................................................    139,585         157,338
  Total debt.......................................................................    129,681         116,274
  Stockholders' deficit............................................................    (38,807)        (40,387)
</TABLE>



                                       10
<PAGE>

(1)  The Company was a party to several events/transactions which affect the
     comparability of the historical information presented above. See the Notes
     to Consolidated Financial Statements for additional information on certain
     of these events/transactions.

     (a) With respect to Information Services, the Company sold Corsearch in
         November 1999. In September 1999, the Company acquired RSI. In January
         2000, the Company acquired STA and in March 2000, the Company acquired
         USMA.

     (b) With respect to Business -to- Business Communications, the Company: (i)
         acquired 88% of Casino Publishing Co. effective February 1, 1997 and
         the remainder effective January 31, 1998, (ii) acquired a majority of
         Galaxy Expocard Europe, B.V. in May 1997, (iii) acquired IGBE in June
         1998 and (iv) acquired InterGame, Limited in September 1998. In
         January 1999, the Company acquired the remaining 51% interest in
         Gaming for Africa and in April 1999, acquired substantially all of the
         assets of ITS. Effective January 1, 2000, Galaxy Europe is no longer
         included in the Company's consolidated results. In April 2000, the
         Company purchased a 4.7% common equity interest in 3MC (subsequently
         sold back to 3MC in January 2001) and in June 2000 acquired the
         e-Products Division of 3MC. In January 2001, the Company acquired
         certain assets of Casino Journal Publishing Group.

(2)  Certain 2000, 1999, 1998 and 1997 account balances have been reclassified
     to conform to the 2001 consolidated financial statement presentation.

(3)  EBITDA is considered by the Company's private equity investors and its
     Senior Lenders and subordinated Bond Holders, as a primary measure of the
     Company's performance. The calculation of EBITDA as defined herein is
     consistent with the calculation of EBITDA required by the Company's credit
     agreements. EBITDA is included because management believes that such
     information is considered by its investors and lenders to be an additional
     basis on which to evaluate the Company's ability to pay interest expense,
     repay debt and make capital expenditures. Excluded from EBITDA are interest
     expense, income taxes, depreciation and amortization, recapitalization and
     reorganization expenses in 1997, unusual gains and losses (including gains
     on disposition of real estate in 1998, provision for loss on disposition of
     subsidiary in 1999, impairment of investments in 2000, and reorganization
     and restructuring charges in 2000 and 2001), minority interest in
     consolidated subsidiaries, discontinued operations, extraordinary loss, net
     of tax, each of which can significantly affect the Company's results of
     operations and liquidity and should be considered in evaluating the
     Company's financial performance. EBITDA is not intended to represent and
     should not be considered more meaningful than, or an alternative to,
     measures of operating performance as determined in accordance with
     generally accepted accounting principles. EBITDA margin represents EBITDA
     as a percentage of total revenues.

(4)  In computing the ratio of earnings to fixed charges: (a) earnings have been
     based on income from continuing operations before income taxes and fixed
     charges and (b) fixed charges consist of interest and amortization of debt
     discount expense, and the interest component of rent expense. Such
     component was estimated at the current year weighted average interest rate
     for capital leases.

FORWARD-LOOKING STATEMENTS

     This Annual Report for the year ended December 31, 2001, as well as other
public documents of the Company contains forward-looking statements which
involve risks and uncertainties. The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for certain forward-looking statements. When used
in this Annual Report, the words "estimate," "project," "anticipate," "expect,"
"intend," "believe," "seek," "plan," as well as variations of such words and
similar expressions, are intended to identify forward-looking statements. While
management believes these statements are reasonable, actual results could differ
materially from those projected by such forward-looking statements. See
"Business," and "Management's Discussion and Analysis of Financial Condition and
Results of Operations".


                                       11
<PAGE>

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

OVERVIEW

     The Company is a business-to-business, communications and information
services company which principally operates two lines of business: (i)
business-to-business and professional database information services
("Information Services") and (ii) business-to-business communications,
publishing and related marketing services ("Business to Business
Communications").

CONSOLIDATED OPERATIONS

     The following table summarizes the Company's historical results of
operations as a percentage of revenue for the years ended December 31, 2001,
2000, and 1999

<TABLE>
<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                                       -------------------------------------------
                                                                            2001         2000          1999
                                                                            ----         ----          ----
<S>                                                                     <C>           <C>            <C>
Revenues:
     Information Services.............................................      45.2%        42.0%         38.8%
     Business-to-Business Communications..............................      54.8         58.0          61.2
                                                                            ----         ----          ----
          Total revenues..............................................     100.0        100.0         100.0
Costs and Expenses:
     Operating costs..................................................      44.6         45.5          45.0
     General and administrative expenses..............................      29.7         32.5          31.6
     Reorganization expenses..........................................       1.5          0.4           --
     Depreciation and amortization....................................      19.1         14.4          10.2
                                                                            ----         ----          ----
          Total expenses..............................................      94.9         92.8          86.8
                                                                            ----         ----          ----
Operating Income before interest, income taxes and minority interest..       5.1%         7.2%         13.2%
                                                                            ====         ====          ====
EBITDA margin.........................................................      26.0%        22.1%         24.2%
                                                                            ----         ====          ====
</TABLE>


MANAGEMENT'S DISCUSSION OF CRITICAL ACCOUNTING POLICIES

The policies discussed below are considered by management to be critical to an
understanding of financial statements because their application places the most
significant demands on management's judgment, with financial reporting results
relying on estimation about the effect of matters that are inherently uncertain.
Specific risks for these critical accounting policies are described in the
following paragraphs. For all of these policies, management cautions that future
events rarely develop exactly as forecast, and the best estimates routinely
require adjustments.

Reservation Services Revenue Recognition

Revenues for housing reservation services are recognized as reservations are
made under the terms of individual event contracts, net of a provision for
cancellations. The provision for cancellations is based on historical
cancellation experience, including adjustments for current conditions.
Management routinely reviews estimates of provisions for cancellations to adjust
for changes in outlook. There is no certainty that events beyond anyone's
control such as economic downturns or significant prolonged decreases in travel
and event attendance could occur and accordingly, cause significant
cancellations or even cancellation of the event and result in significant
refunds.

Loss on Customer Receivables

Provisions for allowance for doubtful accounts are made based on historical loss
experience adjusted for specific credit risks. Measurement of such losses
requires consideration of the company's historical loss experience, judgments
about customer credit risk, and the need to adjust for current economic
conditions.


                                       12
<PAGE>

Impairment of Intangible Assets

Impairment of intangible assets results in a charge to operations whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of an asset to be held and used is
measured by a comparison of the carrying amount of the asset to future net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the asset exceeds the fair value of the asset. The
measurement of the future net cash flows to be generated is subject to
management's reasonable expectations with respect to the company's future
operations and future economic conditions which may affect those cash flows. The
measurement of fair value in lieu of a public market for such assets or a
willing unrelated buyer relies on management's reasonable estimate of what a
willing buyer would pay for such assets. Management's estimate is based on its
knowledge of the industry, what similar assets have been valued in sales
transactions and current market conditions.

RESULTS OF OPERATIONS

     Year Ended December 31, 2001 Versus Year Ended December 31, 2000

     Revenues: Net revenues of $130.9 million for the year ended December 31,
2001 were $5.8 million (4.2%) lower than 2000. Business-to-Business
Communications segment revenue totaled $71.7 million for the year ended December
31, 2001, a decrease of $7.5 million (9.5%), from 2000. ExpoExchange contributed
$1.7 million to the 2001 revenue decline. ExpoExchange's decline resulted
principally from lower housing reservation, registration and exhibitor volume.
At Atwood, the decline in directories business led to a 10.5% decrease in
revenue for the year ended December 31, 2001, compared with 2000. As the result
of the September 11, 2001 terrorist attack, Business- to- Business
Communications results were also impacted by the postponement of one and
cancellation of seven tradeshows serviced by ExpoExchange and the cancellation
of five tradeshows serviced by Atwood. The slowdown in the US economy,
exacerbated by the events of September 11th resulted in a significant reduction
in travel and tradeshow attendance. At GEM, weak industry advertising
expenditures, and lower exhibit sales and attendance at WGC (held during
October) following the events of 9/11 impacted all of GEM's businesses. This in
addition to competition from G2E, a new competitive tradeshow held in September,
caused a ($4.1 million) decline in WGC tradeshow revenues. For the year ended
December 31, 2001, overall net revenue at GEM declined 24.6% compared with the
same 2000 period.

The Information Services segment produced revenue of $59.2 million for the year
ended December 31, 2001, an increase of $1.8 million (3.1%) over the same period
in 2000. TISI's revenue increase resulted principally from increased
pre-employment screening volume at DAC, USMA, HES, and STA, partially offset by
lower revenue at RSI and TOPS, formerly CrimeSearch, as compared to the prior
year. Employment screening volume has been negatively impacted by the weak
economic environment, particularly in the retail, staffing and aviation
segments.

     Operating Costs: Operating costs of $58.4 million for the year ended
December 31, 2001, decreased by $3.8 million (6%) compared with the same period
in 2000. Operating costs of the Business-to-Business Communications segment of
$36.7 million, decreased by $3.6 million (8.9%) during 2001, on 9.5% lower
revenue, compared with 2000. This decline was attributable principally to lower
volumes and productivity gains, offset by inclusion of CJPG from January 1,
2001.

     Operating costs of the Information Services segment of $21.7 million,
decreased $192,000 (0.9%) during 2001, compared with 2000, on 3.1% higher
revenue. The decrease was attributable to tight cost controls and productivity
measures offset in part by the inclusion of STA and USMA for the full twelve
month period compared with eleven and nine months, respectively, in 2000.

     General and Administrative Expenses: General and administrative expenses of
$40.9 million, decreased $4.1 million (9.1%) for the year ended December 31,
2001, compared with the same period in 2000. Lower general and administrative
expenses were attributable principally to cost reduction programs initiated at
all business units during the first quarter 2001, including the restructuring of
the EES organization in Atlanta, partially offset by the inclusion of Casino
Journal from January 1, 2001. General and Administrative expenses included
non-recurring costs of $1.4 million principally for restructuring cost including
severance ($819,000), incremental increases in compensation


                                       13
<PAGE>

costs to retain key employees until termination ($224,000) and contract
termination costs ($46,000) and other non-recurring costs to close and relocate
the EES Atlanta facility and support for the EES products to Frederick,
Maryland. At December 31, 2001 approximately $130,000 had not been paid. General
and Administrative expenses also included non-recurring costs of $627,000
principally for contract termination costs and severance related to the decision
to exit the WGC tradeshow and the related closing of the GEM Norwalk, CT office,
none of which had been paid as of December 31, 2001.

     Depreciation and Amortization: Depreciation and amortization totaled $25.0
million during 2001, an increase of $5.3 million (26.6%) compared with 2000. The
increase resulted principally from amortization of intangible assets associated
with the acquisitions of RSI, STA, USMA and e-Products Division, and
depreciation from capital spending to acquire data, expand exposition and trade
show capacity and upgrade information technology. During the fourth quarter of
2001, the Company determined that certain intangible assets related to two
domestic acquisitions and WGC had become impaired. Accordingly, the Company
recorded a $3.0 million provision, which is included in depreciation and
amortization, to recognize this impairment.

     Interest Expense: Interest expense totaled $12.3 million for the year ended
December 31, 2001 compared with $11.6 million during 2000. Interest expense
results primarily from interest due on the Company's senior subordinated notes.
The increase of $700,000 (6.1%) resulted from increased utilization of the
Company's Senior Credit Facility.

     EBITDA: EBITDA, as defined below, increased $3.8 million (12.7%) to $34.0
million for the year ended December 31, 2001, compared with $30.2 million for
the same period in 2000. EBITDA in the Information Services segment totaled
$20.0 million an increase of $2.4 million (13.6%) compared with 2000, EBITDA in
the Business-to-Business Communications segment totaled $16.4 million an
increase of $1.2 million (8.1%) compared to 2000, and lower corporate expenses
(down $210,000) combined contributed to higher EBITDA. EBITDA in the
Business-to-Business Communications segment excludes the non-recurring
reorganization and relocation costs ($2.0 million) incurred at ExpoExchange and
GEM. 2001 EBITDA also excludes other non-cash charges totaling $333,000 relating
to two foreign subsidiaries of GEM.

     EBITDA is considered by the Company's private equity investors and its
Senior Lenders and Subordinated Bond Holders as a primary measure of the
Company's performance. The calculation of EBITDA as defined herein is consistent
with the calculation of EBITDA required by the Company's credit agreements.
EBITDA is included because management believes that such information is
considered by its investors and lenders to be an additional basis on which to
evaluate the Company's ability to pay interest expense, repay debt and make
capital expenditures. Excluded from EBITDA are interest expense, income taxes,
depreciation and amortization, recapitalization in 1997 and reorganization
expenses in 1997, 2000 and 2001, unusual gains and losses (including provision
for impairment of investments in 2000), minority interest in consolidated
subsidiaries, discontinued operations, extraordinary loss, net of tax, each of
which can significantly affect the Company's results of operations and liquidity
and should be considered in evaluating the Company's financial performance.
EBITDA is not intended to represent and should not be considered more meaningful
than, or an alternative to, measures of operating performance as determined in
accordance with generally accepted accounting principles. EBITDA margin
represents EBITDA as a percentage of total revenues.

Year Ended December 31, 2000 Versus Year Ended December 31, 1999

     Revenues. Net revenues of $136.7 million for the year ended December 31,
2000 were $29.0 million (27%) higher than 1999. Business-to-Business
Communications segment revenue totaled $79.2 million for the year ended December
31, 2000, an increase of $13.3 million (20%), over 1999. ExpoExchange
contributed $11.2 million to the 2000 revenue growth. ExpoExchange's growth
resulted principally from increased registration and exhibitor volume, the
growth of new lead management and interactive services, inclusion of a full year
of ITS compared with eight months in 1999 ($6.5 million impact) and inclusion of
e-Products Division from June 1, 2000. Excluding the impact of ITS and the
e-Products Division, ExpoExchange's revenue increased 18%, including the effect
of several bi-annual shows. At Atwood, growth in new dailies and directories
business and continued expansion of proprietary publishing led to an 18%
increase in revenue for the year ended December 31, 2000, compared with 1999. At
GEM, continuing consolidation of suppliers in the gaming industry resulted in
reduced industry advertising expenditures.


                                       14
<PAGE>

For the year ended December 31, 2000, net revenue at GEM's domestic and
international publications declined approximately 13% compared with the same
1999 period. A record 17% increase in revenue from World Gaming Congress & Expo
held in October 2000, was mostly offset by cancellation of the Western Gaming
Congress and Gaming for Africa Expo.

     The Information Services segment produced revenue of $57.5 million for the
year ended December 31, 2000, an increase of $15.6 million (37%) over the same
period in 1999. TISI's 2000 revenue increase of 66% over 1999 more than offset
the $7.1 million revenue reduction resulting from sale of Corsearch in November
1999. TISI's 2000 revenue growth resulted principally from increased criminal
record volume, higher employment screening volume at DAC ($3.0 million) and
inclusion of a full year of RSI (acquired September 1, 1999), STA from February
1, 2000 and USMA from March 15, 2000, which together added $18.7 million to
revenue growth. Excluding the impact of acquisitions and the Corsearch sale,
2000 Information Services segment revenue increased 13%.

     Operating Costs. Operating costs of $62.1 million for the year ended
December 31, 2000, increased by $13.7 million (28%) compared with the same
period in 1999. Operating costs of the Business-to-Business Communications
segment of $40.2 million, increased by $6.5 million (19%) during 2000, on 20%
higher revenue, compared with 1999. This growth was attributable principally to
increased volume at Atwood and ExpoExchange and the inclusion of acquisitions
completed during 1999 and 2000.

     Operating costs of the Information Services segment of $21.9 million,
increased $7.2 million (49%) during 2000, compared with 1999, on 37% higher
revenue. The increase was attributable principally to higher criminal record and
employment screening volume at TISI, inclusion of RSI, STA and USMA offset
partially by exclusion of Corsearch from the segment after November 11, 1999.

     General and Administrative Expenses. General and administrative expenses of
$45.0 million, increased $10.9 million (32%) for the year ended December 31,
2000, compared with the same period in 1999. Higher general and administrative
expenses were principally due to the inclusion of RSI ($2.0 million), STA ($1.5
million), USMA ($1.6 million) and e-Products Division ($3.9 million); increased
corporate infrastructure ($4.1 million) at TISI, ExpoExchange and Atwood to
support business expansion and acquisition integration; offset partially by cost
reductions at GEM, lower Corporate business development costs and the exclusion
of Corsearch. General and administrative expenses at TISI include $593,000 of
non-recurring reorganization expenses incurred in connection with integration of
the USMA acquisition.

     Depreciation and Amortization. Depreciation and amortization totaled $19.7
million during 2000, an increase of $8.7 million (79%) compared with 1999. The
increase resulted principally from amortization of intangible assets associated
with the acquisitions of RSI, STA, USMA and e-Products Division, and capital
spending to acquire data, expand exposition and trade show capacity and upgrade
information technology, offset partially by exclusion of Corsearch. Depreciation
and amortization also included additional amortization ($618,000) resulting from
the Company's decision to reduce the period of amortization from 15 to 10 years
for intangible assets associated with the 1998 acquisition of a UK subsidiary,
and on the basis of an independent valuation, to shorten the period of
amortization for certain identified intangible assets related to the acquisition
of ITS. During the fourth quarter of 2000, the Company determined that certain
intangible assets related to a foreign subsidiary and a domestic acquisition had
become impaired. Accordingly, the Company recorded a $983,000 provision, which
is included in depreciation and amortization, to recognize this impairment.

     Interest Expense. Interest expense totaled $11.6 million for the year ended
December 31, 2000, compared with $10.8 million during 1999. Interest expense
results primarily from debt incurred in connection with the Recapitalization.
The increase of $788,000 (7%) resulted from increased utilization of the
Company's Senior Credit Facility.

     EBITDA. EBITDA increased $4.1 million (16%) to $30.2 million for the year
ended December 31, 2000, compared with $26.1 million for the same period in
1999. The increase over 1999 was attributable principally to higher EBITDA in
the Information Services segment (up $4.2 million - 31%), and lower corporate
and business development costs (down $1.3 million), partially offset by lower
EBITDA in the Business-to-Business Communications segment ($1.2 million). EBITDA
in the Information Services segment excludes the non-recurring reorganization
costs ($593,000) incurred at TISI. Excluding the impact of acquisitions and
dispositions, EBITDA in


                                       15
<PAGE>

the Business-to-Business Communications and Information Services segments
increased 26% and 14%, respectively, for the year ended December 31, 2000,
compared with the same period in 1999. 2000 EBITDA in total, excluding the
impact of acquisitions, increased 21% over 1999.

       EBITDA is considered by the Company's private equity investors and its
Senior Lenders and Subordinated Bond Holders as a primary measure of the
Company's performance. The calculation of EBITDA as defined herein is consistent
with the calculation of EBITDA required by the Company's credit agreements.
EBITDA is included because management believes that such information is
considered by its investors to be an additional basis on which to evaluate the
Company's ability to pay interest expense, repay debt and make capital
expenditures. Excluded from EBITDA are interest expense, income taxes,
depreciation and amortization, recapitalization and reorganization expenses,
unusual gains and losses (including provision for loss on disposition of a
subsidiary in 1999, and impairment of investments in 2000), minority interest in
consolidated subsidiaries, discontinued operations, extraordinary loss, net of
tax, each of which can significantly affect the Company's results of operations
and liquidity and should be considered in evaluating the Company's financial
performance. EBITDA is not intended to represent and should not be considered
more meaningful than, or an alternative to, measures of operating performance as
determined in accordance with generally accepted accounting principles. EBITDA
margin represents EBITDA as a percentage of total revenues.

ACQUISITIONS AND DIVESTITURES

     On April 30, 1999, the Company, through Galaxy (now ExpoExchange), acquired
substantially all of the assets and assumed substantially all of the liabilities
of ITS for an aggregate purchase price of $22.6 million plus transaction costs.
Of the total purchase price of this transaction, $11.1 million was paid out of
proceeds from the Company's line of credit, $2.0 million was paid from a
contemporaneous minority equity investment in Galaxy by certain former ITS
shareholders, and the remainder was paid from existing cash.

     On August 31, 1999, the Company, through TISI, acquired all the stock of
RSI for an aggregate purchase price of $12.8 million plus transaction costs. Of
the total purchase price of this transaction, $9.0 million was paid out from
existing cash and the balance in the form of a note to be paid over three years.
On August 31, 2000, the Company paid the remaining balance due under the notes
in connection with settlement of certain issues with the sellers of RSI. In
connection with this settlement two sellers, who had also been employees of RSI,
terminated their employment with the Company.

     On November 11, 1999, the Company sold all of the outstanding stock of
Corsearch and executed a non-compete agreement for approximately $20.0 million,
plus additional consideration of $1.6 million for certain defined net assets.

     On January 31, 2000, the Company acquired substantially all of the assets
of STA for approximately $8.3 million. STA is a leading provider of drug testing
services to the pre-employment industry.

     On March 15, 2000, the Company acquired the stock and/or assets of a group
of ten companies collectively known as USMA. The Company paid approximately
$23.5 million plus transaction costs, with $15.2 million paid in cash and the
balance in non-voting stock of TISI. The Company incurred $196,000 of severance
costs which were accrued as a liability assumed in the acquisition. USMA
provides pre-employment screening services to the retail industry, principally
through a proprietary database of employee theft incident records.

     On April 14, 2000, the Company purchased a 4.7% common equity interest in
3MC for $5.0 million. 3MC provides development and consulting services primarily
to Internet related entities.

     On June 1, 2000, the Company acquired substantially all of the assets of
the e-Products Division of 3MC (ExpoEvent Services- "EES") in exchange for
non-voting LLC units valued at approximately $30.0 million in ExpoExchange. On
January 19, 2001, the Company acquired from 3MC the LLC units in ExpoExchange
for $15.5 million and sold its stock in 3MC back to 3MC for $500,000. A write
down to recognize the impairment of this equity investment was recorded at
December 31, 2000. As a result of the acquisition of the LLC units, related
minority interest was eliminated and goodwill was reduced by $14.5 million in
2001. During 2001, the Company restructured the EES organization and management
and closed its Atlanta facility at a cost of approximately $1.4 million,
relating primarily to severance and contract termination costs.



                                       16
<PAGE>

     Effective January 1, 2001, the Company through GEM Communications, LLC
acquired certain assets of Casino Journal Publishing Group ("CJPG") for $2.6
million in cash, subject to certain future working capital adjustments, and
100,000 non-voting LLC units of GEM Communications, LLC, valued at approximately
$1.9 million and representing approximately 10% of GEM. During the second
quarter 2001 GEM paid an additional $125,000 for certain assets of CJPG and
received $482,000 as a working capital adjustment, and during the third quarter
of 2001 paid an additional $250,000 for certain other assets of CJPG. During the
fourth quarter of 2001 the Company determined that certain intangible assets
related to the CJPG acquisitions had become impaired. Accordingly, the Company
recorded a $2.0 million provision, which is included in depreciation and
amortization, to recognize this impairment.

These acquisitions were accounted for under the purchase method of accounting.

LIQUIDITY AND CAPITAL RESOURCES

     Liquidity. The Company is the obligor on $98.5 million of 10-3/8% Senior
Subordinated Notes (the "Notes") which were issued under an Indenture dated
October 29, 1997 between the Company and IBJ Schroder Bank & Trust Company, as
Trustee (the "Indenture") and have been registered under the Securities Act. The
Notes are unsecured obligations of the Company, ranking subordinate in right of
payment to all Senior Debt of the Company. The Notes are guaranteed on a
subordinated basis by all of the active wholly owned subsidiaries of the
Company. The Notes are limited in aggregate principal amount to $98.5 million
and mature on November 1, 2007. Interest on the Notes accrues at the rate of
10-3/8% per annum payable semiannually in cash on each May 1 and November 1,
commencing on May 1, 1998. Interest on the Notes accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from and
including the date of issuance. The Notes are not entitled to the benefit of any
mandatory sinking fund. The Notes may be redeemed, at the Company's option, in
whole at any time or in part from time to time, on and after November 1, 2002,
upon not less than 30 nor more than 60 days' notice, at certain specified
redemption prices, plus, in each case, accrued and unpaid interest thereon, if
any, to the date of redemption. The Indenture provides that upon the occurrence
of a Change of Control, each Holder will have the right to require that the
Company purchase all or a portion of such Holder's Notes, at a purchase price
equal to 101% of the principal amount thereof plus accrued interest (and
additional interest as defined in the Indenture) to the date of purchase. The
Indenture contains covenants, among others, restricting the ability of the
Company and the Guarantors to: (i) declare dividends or redeem or repurchase
capital stock; (ii) prepay, redeem or purchase debt; (iii) make investments,
(iv) transact with affiliates, (v) incur additional indebtedness, (vi) restrict
the ability of subsidiaries to declare dividends of make loans to the Company,
(vii) amend or otherwise alter certain interests in TOIC Holdings, LLC, (viii)
sell assets, (ix) permit restricted subsidiaries to issue preferred stock, (x)
incur liens or (xi) alter the business. The Indenture also contains certain
customary affirmative covenants and events of default.

     In 1997, the Company entered into a $25 million Revolving Senior Credit
Facility (the "Senior Credit Facility"). On February 2, 2001, the Company's
Senior Credit Facility was increased from $25 million to $40 million with two
banks, which is due and payable at maturity in September 2004. The Senior Credit
Facility is secured by a first priority lien on substantially all of the
properties and assets of the Company and its subsidiaries, owned now or acquired
later. The Senior Credit Facility is guaranteed by certain of the subsidiaries
of the Company (the "Guarantors"). At the Company's option, the interest rate
per annum applicable to the Senior Credit Facility will be a fluctuating rate of
interest measured by reference either to: (i) LIBOR plus the applicable
borrowing margin or (ii) Base rate, which is the greater of the published prime
rate of the lender or the overnight federal funds rate plus 0.5% (the 'Base
Rate") plus the applicable borrowing margin. The applicable borrowing margin for
the Senior Credit Facility will range from 2.25% to 3.00% for LIBOR based
borrowings and 1.0% to 1.75% for Base Rate based borrowings. The Company has
agreed to pay certain fees with respect to the Senior Credit Facility including
(i) upfront facility fees, (ii) agent and arrangement fees and (iii) commitment
fees of 0.5% per annum on the unused portion of the Senior Credit Facility. The
commitments under the Senior Credit Facility are required to be permanently
reduced with: (i) 100% of the net cash proceeds of all non-ordinary-course asset
sales or other dispositions of the property by the Company and its subsidiaries,
including insurance and condemnation proceeds, subject to limited exceptions and
(ii) 100% of the net proceeds of issuance of equity or debt obligations of the
Company and its subsidiaries, subject to limited exceptions. The Company may
voluntarily reduce the commitment


                                       17
<PAGE>

in amounts of $1.0 million or more at any time without premium or penalty. The
Senior Credit Facility contains covenants, among others, restricting the ability
of the Company and the Guarantors to: (i) declare dividends or redeem or
repurchase capital stock; (ii) prepay, redeem or purchase debt; (iii) incur
liens and engage in sale-leaseback transactions; (iv) make loans and
investments; (v) issue more debt; (vi) amend or otherwise alter debt and other
material agreements; (vii) make capital expenditures; (viii) engage in mergers,
acquisitions and asset sales; (ix) transact with affiliates and (x) alter its
lines of business. The Company must also make certain customary
indemnification's of the lenders and their agents and will also be required to
comply with financial covenants (based on adjusted pro forma EBITDA) with
respect to: (i) a maximum leverage ratio; (ii) a maximum senior leverage ratio;
(iii) a minimum interest coverage ratio and (iv) a minimum fixed charge coverage
ratio. The Senior Credit Facility also contains certain customary affirmative
covenants. Events of default under the Senior Credit Facility include: (i) the
Company's failure to pay principal or interest when due; (ii) the Company's
material breach of any covenant, representation or warranty contained in the
loan documents; (iii) customary cross-default provisions; (iv) events of
bankruptcy, insolvency or dissolution of the Company or the Guarantors; (v) the
levy of certain judgments against the Company, any Guarantor, or its assets;
(vi) certain adverse events under ERISA plans of the Company or the Guarantors;
(vii) the actual or asserted invalidity of security documents or guarantees of
the Company or the Guarantors and (viii) a change of control of the Company. At
December 31, 2001 the Company was fully in compliance with all covenants of the
Senior Credit Facility. At December 31, 2001, the Company had $31.2 million
outstanding under the Senior Credit Facility (at various interest rates ranging
from 4.48% to 5.75%).

      Certain events involving a Change of Control (as defined in the Indenture)
would result in an event of default under the Senior Credit Facility. Moreover,
the exercise by the holders of the Notes of their right to require the Company
to repurchase the Notes under certain other circumstances may cause an event of
default under the Senior Credit Facility even if the Change of Control does not.
Finally, there can be no assurance that the Company will have the financial
resources necessary to repurchase the Notes upon a Change of Control.

     The Company's principal sources of funds are anticipated to be cash flows
from operating activities and borrowings under the $40 million Senior Credit
Facility. Based upon the successful implementation of management's business and
operating strategy, the Company believes that these funds will provide the
Company with sufficient liquidity and capital resources for the Company to meet
its current and future financial obligations, including the payment of principal
and interest on the Notes, as well as to provide funds for the Company's working
capital, capital expenditures, security for letters of credit and other needs.
No assurance can be given, however, that this will be the case. At December 31,
2001, the Company had $8.8 million available under the Senior Credit Facility,
less letters of credit totaling $1.4 million which are secured by the Senior
Credit Facility. During the fourth quarter 2001, two of the Company's credit
card processors began to holdback cash payments to establish reserves against
future charge back risk as provided for in their respective merchant processing
agreements. At December 31, 2001 $4.2 million was held in these reserves by the
card processors. The Company is in the process of negotiating to replace these
cash reserves with letters of credit.

     Capital Expenditures. As of December 31,2001, the amount of capital
expenditure commitment was approximately $760,000. Management anticipates that
capital expenditures in 2002 will be approximately $10.5 million. The capital
expenditures will be primarily for computer equipment and software and database
acquisitions at TISI. TISI continues to offer its customers in the trucking
industry credits for providing employment information to be utilized in its
database, which credits can be used against charges for future services from
such division. All of the credits earned are considered capital expenditures for
the acquisition of such data. Management anticipates positive cash flow from
operations in 2002, even after the anticipated capital expenditures for 2002.
Thus, with the Company's available cash reserves and cash flow, management does
not anticipate a need for additional capital during 2002 except for possible
future acquisitions.

     The Company's future operating performance and ability to service or
refinance the Notes and to repay, extend or refinance the Senior Credit Facility
will be subject to future economic conditions and to financial, business and
other factors, many of which are beyond the Company's control. In addition, any
future acquisitions by the Company would likely require additional financing.


                                       18
<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

            In November 2001, the FASB issued EITF Issue No. 01-14 Income
Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses
Incurred. The EITF Issue No. 01-14 concluded that reimbursements received for
out-of-pocket expenses incurred should be characterized as revenue in the income
statement. EITF Issue No. 99-19 Reporting Revenue Gross as a Principal versus
Net as an Agent and No. 00-10 Accounting for Shipping and Handling Fees provided
the principal support for the conclusions. This pronouncement is effective for
financial reporting periods beginning after December 15, 2001 and requires that
comparative financial statements for prior periods be reclassified to comply
with the guidance in the staff announcement. The Company received approximately
$5.4 million and $5.2 million for reimbursements in the years ended 2001 and
2000, respectively.

      In July 2001, the FASB issued Statement No. 141, Business Combinations,
and Statement No. 142, Goodwill and Other Intangible Assets. Statement 141
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 as well as all purchase method
business combinations completed after June 30, 2001. Statement 141 also
specifies criteria intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill, noting
that any purchase price allocable to an assembled workforce may not be accounted
for separately. Statement 142 will require that goodwill and intangible assets
with indefinite useful lives no longer be amortized but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that intangible assets with definite useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of.

       As of the date of adoption (January 1, 2002), the Company will have
unamortized goodwill in the amount of $69.6 million and unamortized identifiable
intangible assets in the amount of $15.4 million, all of which will be subject
to the transition provisions of Statements 141 and 142. Amortization expense
related to goodwill was $4.7 million and $11.0 million for the year ended
December 31, 2000 and December 31, 2001, respectively.

      In August 2001, the FASB issued Statement No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This Statement applies to all entities that
have legal obligations associated with the retirement of long-lived assets that
result from the acquisition, construction, development or normal use of the
asset. Enterprises are required to adopt Statement No. 143 for fiscal years
beginning after June 15, 2002. The Company has not yet determined the impact of
adopting this pronouncement on its financial statements.

      In October 2001, the FASB issued Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
While Statement No. 144 supersedes FASB Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, it
retains many of the fundamental provisions of that Statement.

      Statement No. 144 also supersedes the accounting and reporting provisions
of APB Opinion No. 30, Reporting the Results of Operations--Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, for the disposal of a segment of
a business. However, it retains the requirement in Opinion 30 to report
separately discontinued operations and extends that reporting to a component of
an entity that either has been disposed of (by sale, abandonment, or in a
distribution to owners) or is classified as held for sale. Statement No. 144 is
effective for fiscal years beginning after December 15, 2001 and interim periods
within those fiscal years. The Company has not yet determined the impact of
adopting this pronouncement on its financial statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Item 14, Exhibits, Financial Statements, Schedules and Reports on Form 8-K.


                                       19
<PAGE>

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

     None.








                                       20
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth information with respect to the current
directors and executive officers of the Company and certain other key employees
of the Company and its subsidiaries. All directors of the Company hold office
until the next annual meeting of stockholders and until the election and
qualification of their successors. Each individual listed below is a citizen of
the United States, except for Ian L.M. Thomas who is a citizen of the United
Kingdom.

<TABLE>
<CAPTION>
                NAME                      AGE                           POSITION
                -----                     ---                           --------
<S>                                      <C>          <C>
John S. Suhler......................       58         Chairman of the Board and Director
Ian L. M. Thomas....................       64         President, Chief Executive Officer and Director
John J. Veronis.....................       74         Director
Jeffrey T. Stevenson................       41         Director
Scott Troeller......................       33         Director
Jeffrey Tannenbaum..................       39         Director
John Rolfe..........................       33         Director
Steven J. Hunt......................       57         Chief Financial Officer and Treasurer
Brian A. Meyer......................       41         General Counsel and Secretary
Wayne Gregus........................       53         Director, Business Development
Richard A. Wimbish..................       58         President and Chief Executive Officer of TISI
W. Michael Goodwin..................       51         President and Chief Executive Officer of ExpoExchange
William Newman......................       52         President and Chief Executive Officer of GEM/ Atwood
</TABLE>

     John S. Suhler is serving as the Chairman of the Board of Directors since
1997. Mr. Suhler co-founded the ultimate parent entity of the Company, VSS, in
1981, and certain other affiliates of the Company, such as VS&A Communications
Partners I, L.P. ("VS&A Fund I") in 1987, VS&A Fund II in 1994 and VS&A
Communications Partners III, L.P. ("VS&A Fund III") in 1999, with Mr. Veronis.
VSS is the Company's ultimate parent entity. Mr. Suhler currently is President
and Co-Chief Executive of VSS and is a Founding General Partner of VS&A Fund I.
Prior to forming VSS, Mr. Suhler was a Corporate Vice President of CBS and
President of CBS Publishing Group.

     Ian L. M. Thomas is serving as the Company's President, Chief Executive
Officer and Director since 1997. Mr. Thomas was previously employed as a
Managing Director at VS&A. Until June 15, 1998, Mr. Thomas' services were
provided to the Company by VSS, with whom Mr. Thomas had an employment
arrangement, and the Company reimbursed VSS for such services at cost. On June
15, 1998, Mr. Thomas entered into an employment agreement which provides for his
employment as President, Chief Executive Officer and a Director through October
2002. Prior to his employment at VSS, Mr. Thomas completed a 24-year career at
Reed Elsevier plc, where he served as Chairman and Chief Executive Officer of
Reed Telepublishing Ltd. and as a member of the Board of Directors of both Reed
Elsevier plc and Reed International plc.

     John J. Veronis is serving as a Director since 1997. Mr. Veronis co-founded
VSS in 1981, VS&A Fund I in 1987, VS&A Fund II in 1994 and VS&A Fund III in
1999, with Mr. Suhler. Mr. Veronis currently is Chairman and Co-Chief Executive
of VS&A and is a Founding General Partner of VS&A Fund I. Prior to forming VSS,
Mr. Veronis co-founded Psychology Today and its parent company, CRM; served as
President of Curtis Magazines and Publisher of its Ladies Home Journal and was a
general corporate executive at Interpublic Group of Companies.

     Jeffrey T. Stevenson is a Director of the Company since 1997. Mr. Stevenson
has served as President and General Partner of VS&A Fund III since February
1999, as President and General Partner of VS&A Fund II since November 1994 and
as President of VS&A Fund I since 1989. Mr. Stevenson joined VSS in 1982 and
prior to joining VS&A Fund I was Executive Vice President of VS&A in charge of
corporate finance. In December 2001 Mr. Stevenson was named a co-CEO of VSS
along with Messers. Veronis and Suhler.


                                       21
<PAGE>

     Scott Troeller is serving as a Director of the Company since 1997. Mr.
Troeller is a General Partner of VS&A since 2000, was previously Managing
Director and Principal and joined VS&A Communications Partners, L.P. in July
1996. From 1991 through 1996 Mr. Troeller was an investment banker at JP Morgan
& Co.

     Jeffrey Tannenbaum is serving as a Director of the Company since 1997. Mr.
Tannenbaum founded Fir Tree Partners, a private investment firm which owns
approximately 35.6% of our Company's stock, in January 1994. From 1988 through
1993, Mr. Tannenbaum was an investment professional at Kohlberg & Co., a
corporate acquisition firm.

     John Rolfe is serving as a Director of the Company since 1997. Mr. Rolfe is
a co-founder of Argand Capital Advisors, a private investment firm. From 1997
through 1999, Mr. Rolfe was an investment professional with Fir Tree Partners.
Prior to joining Fir Tree, Mr. Rolfe was an investment banker with Donaldson,
Lufkin & Jenrette specializing in media and communications.

     Steven J. Hunt was appointed Chief Financial Officer in November 1997.
Prior to joining the Company, he was the founder of Value Growth Partners,
International, a strategic and financial consulting firm, from 1995 to October
1997. Mr. Hunt previously served as Executive Vice President Business
Development and Planning and Chief Financial Officer of Patrick Media Group,
Inc., a subsidiary of GE Capital Corp. from 1991 to 1995.

     Brian A. Meyer was appointed General Counsel in November 1997. Prior to
joining the Company, Mr. Meyer served as Senior Counsel at Revlon, Inc. from May
1993 to October 1997. From January 1990 to April 1993, he was an attorney at the
law firm of Latham & Watkins.

     Wayne Gregus joined the Company on December 31, 1999 as Director, Business
Development. Prior to joining the Company Mr. Gregus was owner and CEO of
Interim Management Group, LLC and G&G Publishing Services, LLC. From 1990 to
1996 Mr. Gregus was Senior Vice President, Operations for Reed Travel Group, a
unit of Reed Elsevier, Inc.

     Richard A. Wimbish joined TISI, a wholly owned subsidiary of the Company,
as Controller in 1987 and became Executive Vice President in 1990. Mr. Wimbish
was made President and Chief Operating Officer of TISI in 1991. Prior to joining
TISI, Mr. Wimbish was Controller and Chief Financial Officer of Carlson Reserve
Corporation from 1981 through 1986.

     W. Michael Goodwin joined the Company in December 1996 as President and
Chief Executive Officer of the predecessors of both Atwood and Galaxy and in
June 1998 resigned his positions with Atwood. Prior to joining the Company, Mr.
Goodwin was founder and President of Falcon Sports Group, Inc., a company which
focused on developing and introducing new sports media properties. Prior to
this, Mr. Goodwin was Executive Vice President and Chief Operating Officer of
Professional Sports Publications, a publisher of sporting event game day
magazines (1992-1995).

     William Newman joined the Company in June 1998 as President and Chief
Executive Officer of Atwood. Prior to joining the Company, from 1985, Mr. Newman
was President of Kansas' leading radio stations: KCFX-FM (Classic Rock); KCIY-FM
(Smooth Jazz); KXTR-FM (Classical); KQLR-FM (Rock) and the Kansas City Chiefs
Radio Network.



                                       22
<PAGE>


     ITEM 11. EXECUTIVE COMPENSATION

     Set forth below is certain information with respect to the compensation of
each of the five most highly compensated executive officers of the Company and
its subsidiaries, based on salary and bonus earned during 2000, for services in
all capacities to the Company and its subsidiaries during each of the Company's
last three fiscal years.

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                ANNUAL
                                                           COMPENSATION (1)
                                                           ----------------
                                                                                 ALL OTHER
NAME AND PRINCIPAL POSITION               YEAR       SALARY      BONUS (2)    COMPENSATION (3)
---------------------------               ----      --------     ---------    ----------------
<S>                                      <C>       <C>          <C>          <C>
Ian L.M. Thomas (4)                       2001      $200,000     $      -          --
President and Chief Executive Officer     2000       190,000      157,700          --
                                          1999       185,000      185,000          --

Steven J. Hunt                            2001      $200,000     $      -        $6,800
Chief Financial Officer                   2000       190,000       95,000         6,800
                                          1999       185,000      107,500        66,854

Brian A. Meyer                            2001      $190,000     $      -        $6,800
General Counsel                           2000       175,000      100,000         6,800
                                          1999       170,000      100,000         6,400

Richard Wimbish                           2001      $190,000     $      -        $6,800
President, TISI                           2000       185,000       74,500         6,800
                                          1999       180,000       61,200         6,400

Michael Goodwin                           2001      $186,731     $      -        $6,800
President/COO ExpoExchange                2000       180,000       79,200         6,800
                                          1999       169,808       54,400         6,400
</TABLE>

---------------
(1)  No cash compensation other than the annual amounts described was paid to
     any of the named executives attributable to the periods shown.
(2)  Includes bonuses earned for the year, even if paid in another year.
(3)  These amounts include the total value of the Company's contributions made
     or accrued to the Company's 401(k) plan. All such persons are 100 percent
     vested in their accounts under the Company's plan. In the case of Mr. Hunt,
     this includes relocation expenses paid of $60,454 paid in 1999.
(4)  Mr. Thomas served as President and Chief Executive Officer from October 9,
     1997. Until Mr. Thomas' U.S. Visa was transferred from VSS to the Company,
     Mr. Thomas' services were provided to the Company by VSS, with whom Mr.
     Thomas had an employment arrangement, and the Company reimbursed VSS for
     such services at cost. On June 15, 1998, Mr. Thomas entered into an
     employment agreement with the Company that provides for his employment
     through October 2002.

     OPTIONS. The Company did not grant any options during 2001, 2000, and 1999.
ExpoExchange issued unit options in 2000. The Company never granted any stock
appreciation rights. In 1997, the Company terminated all stock option plans,
except for the Company's 1994 Incentive Stock Plan, under which Mr. Wimbish was
granted options exercisable into 16,750 shares of common stock (1,675 shares
after giving effect to a 10-for-1 reverse stock split effected in 1998). The
plan will survive solely with respect to such options and no further options are
outstanding, or will be granted, under such plan.

     COMPENSATION OF DIRECTORS. Directors receive no additional compensation for
service on the Board of Directors or any committee thereof. Directors are
reimbursed by the Company for out-of-pocket expenses incurred by them in
connection with their service on the Board of Directors and any committee
thereof.


                                       23
<PAGE>

     EMPLOYMENT AGREEMENTS. The Company is subject to employment agreements with
certain directors, officers or key employees, as follows:

     Ian L.M. Thomas is President and Chief Executive Officer and a Director of
the Company. Until Mr. Thomas' U.S. Visa was transferred from VSS to the
Company, Mr. Thomas' services were provided to the Company by VSS, with whom Mr.
Thomas had an employment arrangement, and the Company reimbursed VSS for such
services at cost. On June 15, 1998, Mr. Thomas entered into an employment
agreement with the Company that provides for his employment through October 2002
at a base salary of $175,000 per year, with annual increases based upon the
Consumer Price Index, plus a bonus (of up to 100% of his base salary) based upon
certain performance targets. Mr. Thomas also participates in the Company's Chief
Executive Officer Equity Appreciation Plan and Supplemental Chief Executive
Officer Equity Appreciation Plan. See "--Phantom Stock Plans."'

     Steven J. Hunt, hired by the Company in November 1997, is the Chief
Financial Officer of the Company. Mr. Hunt is party to an employment agreement
with the Company that provides for a five-year term at a base salary of $175,000
per year, with annual increases based upon the Consumer Price Index, plus a
bonus (of up to 50% of his base salary) based upon certain performance targets.
Mr. Hunt also participates in the Company's Corporate Executive Equity
Appreciation Plan. See "--Phantom Stock Plans."

     Brian A. Meyer, hired by the Company in November 1997, is the General
Counsel of the Company. Mr. Meyer is party to an employment agreement with the
Company that provides for a five-year term at a base salary of $160,000 per
year, with annual increases based upon the Consumer Price Index, plus a bonus
(of up to 50% of his base salary) based upon certain performance targets. Mr.
Meyer also participates in the Company's Corporate Executive Equity Appreciation
Plan. See "--Phantom Stock Plans."

     Wayne Gregus was hired by the Company on December 31, 1999 to serve as
Director, Business Development. Mr. Gregus entered into an employment agreement
as of December 31, 1999 which provides for his employment through December 31,
2002 at a base salary of $165,000 annually, with annual increases based upon the
Consumer Price Index, and various incentives and bonus opportunities, including
participation in the Company's Corporate Executive Equity Appreciation Plan.

     Richard A. Wimbish entered into a new employment agreement with TISI as of
January 1, 1998 which provides for his employment through December 31, 2000
(with automatic one-year extensions thereafter) as President and Chief Operating
Officer of TISI at a base salary of $175,000 annually, with annual increases
based upon the Consumer Price Index, and various incentives and bonus
opportunities, including participation in the Company's Key Executive Equity
Appreciation Plan. Mr. Wimbish continues to hold options granted under the
Company's 1994 Incentive Stock Plan, 1,675 shares of common stock (before stock
splits) are issuable upon exercise of such options, 1,000 of which have an
exercise price of $13.874 per share and 675 of which have an exercise price of
$4.25 per share. The Company's 1994 Incentive Stock Plan, under which such
options were granted, therefore will survive (solely with respect to such
options).

     W. Michael Goodwin was hired by the Company in December 1996, to serve as
President and Chief Executive Officer of the predecessors of both Atwood and
Galaxy. After a full-time Chief Executive Officer was hired for Atwood, Mr.
Goodwin relinquished his position with Atwood and became the full-time Chief
Executive Officer of Galaxy. Mr. Goodwin entered into an employment agreement as
of January 1, 1998 which provided for his employment through December 31, 2000
as President and Chief Executive Officer of Galaxy Registration, LLC at a base
salary of $165,000 annually, with annual increases based upon the Consumer Price
Index, and various incentives and bonus opportunities. Effective as of June 1,
2000, Mr. Goodwin's employment agreement was amended to increase the base salary
to $180,000 annually and to extend the term until May 31, 2003. At that time,
Mr. Goodwin ceased to participate in the Company's Key Equity Appreciation Plan
and was granted options in ExpoExchange's Unit Option Plan. Subsequent to
December 31, 2001, outstanding options under the Unit Option Plan were cancelled
in exchange for reinstatement of full value under the Key Equity Appreciation
Plan. Mr. Goodwin is currently the President and Chief Executive Officer of
ExpoExchange.

     William Newman was hired by the Company in June 1998 to serve as President
and Chief Executive Officer of Atwood. Mr. Newman entered into an employment
agreement as of June 22, 1998 which provides for his


                                       24
<PAGE>

employment through December 31, 2000 (with automatic one-year extensions
thereafter) as President and Chief Executive Officer of Atwood Publishing, LLC
at a base salary of $165,000 annually, with annual increases based upon the
Consumer Price Index, and various incentives and bonus opportunities, including
participation in the Company's Key Executive Equity Appreciation Plan.

PHANTOM STOCK PLANS

     The Company has established a Key Executive Equity Appreciation Plan (the
"Key Executive Phantom Stock Plan") for executives of the Company. Pursuant to
the Key Executive Phantom Stock Plan, executives can be awarded Equity
Appreciation Units ("Units") which constitute a "phantom" equity interest in any
appreciation in the value of the equity of the Company above the $59.6 million
originally invested by VS&A-TOIC and Fir Tree in the Company and Holdings LLC
(the "Equity Appreciation") payable only in the event of a change in control of
the Company, as defined, or termination event, as defined. Effective as of
October 1, 2000, the Units vest at the rate of 33.3% per year, provided that the
executive remains an employee of the Company and the annual EBITDA budget for
the Company is achieved (or, if not achieved, that 110% of the annual EBITDA
budget for the next year is achieved). Messrs. Wimbish and Newman were awarded
Units equal to .5% and .4%, respectively each of the Equity Appreciation under
the Key Executive Phantom Stock Plan. Until June 1, 2000, Mr. Goodwin
participated in the Key Executive Phantom Stock Plan. Effective June 1, 2000,
Mr. Goodwin was granted options in ExpoExchange and his participation in the Key
Executive Phantom Stock Plan ceased and the amount of his payment upon a change
of control was fixed at $186,185. Subsequent to December 31, 2001, outstanding
options under the Unit Option Plan were cancelled in exchange for reinstatement
of full value under the Key Equity Appreciation Plan.

     Ian L.M. Thomas, President and Chief Executive Officer of the Company, was
awarded Units equal to 2.5% of the Equity Appreciation under the Chief Executive
Officer Equity Appreciation Plan, which Units vest 20% per year over five years,
provided that Mr. Thomas remains an employee of the Company. Mr. Thomas was
awarded Units equal to an additional 2.5% of the Equity Appreciation under the
Supplemental Chief Executive Officer Equity Appreciation Plan, which Units vest
100% upon a Change of Control (as defined in the Supplemental Chief Executive
Officer Equity Appreciation Plan), in the event that VS&A-TOIC has received an
internal rate of return on its investment in the common stock of greater than
20% per annum.

     Mr. Hunt, Chief Financial Officer of the Company, Mr. Meyer, General
Counsel of the Company, and Mr. Gregus, Director - Business Development, were
awarded Units equal to 1.5%, 1% and .3%, respectively, of the Equity
Appreciation under the Corporate Executive Equity Appreciation Plan (together
with the Key Executive Phantom Stock Plan, the Chief Executive Officer Equity
Appreciation Plan and the Supplemental Chief Executive Officer Equity
Appreciation Plan, the "Phantom Stock Plans"), which Units vest 20% per year
over five years, provided, in each case, that such individual remains an
employee of the Company. Subsequent to December 31,2001, Messrs. Hunt, Meyer and
Gregus were awarded additional Units equal to .2%, .7% and.1%, respectively, of
the Equity Appreciation.

     Upon termination of an executive's employment by the Company for any reason
(other than Cause (as defined in the Key Executive Phantom Stock Plan) or
voluntary termination by the executive), the executive is entitled to receive an
amount equal to the value of his or her vested Units, payment of which can be
deferred until a Change in Control (as defined in the Key Executive Phantom
Stock Plan) of the Company. All Units awarded under the Chief Executive Officer
Equity Appreciation Plan and the Corporate Executive Equity Appreciation Plan
vest on a Change in Control (as defined in each plan), and the executive is
entitled to receive an amount equal to the value of his or her Units (unless his
or her employment terminated prior to the Change in Control).

     The maximum number of Units issuable under the Phantom Stock Plans would
constitute approximately 12.5% of the common equity interests of the Company.




                                       25
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      VS&A-TOIC and Fir Tree own approximately 64.4% and 35.6% of the Company's
common stock, respectively. VS&A-TOIC is controlled by VS&A Communications
Partners II, L.P. ("VS&A Fund II"), a private equity fund affiliated with
Veronis, Suhler & Stevenson, Inc. ("VSS") (formerly Veronis, Suhler &
Associates, inc.), a merchant banking firm specializing in the media and
communications industry. Other investors in VS&A-TOIC include two institutional
investors and an affiliate of Ian L. M. Thomas, the President and Chief
Executive Officer of the Company. At December 31, 2001 VS&A-TOIC held 72,367
shares (or approximately 64.4%) and Fir Tree held 40,000 shares (or
approximately 35.6%) of the common stock of the Company, constituting all of the
Company's outstanding common stock. No directors or executive officers of the
Company beneficially own any shares of the common stock. An affiliate of Ian L.
M. Thomas, President and Chief Executive Officer of the Company, has invested
$750,000 to purchase 1.95% of VS&A-TOIC.

<TABLE>
<CAPTION>
NAME AND ADDRESS                             AMOUNT AND NATURE OF
OF BENEFICIAL OWNER                          BENEFICIAL OWNERSHIP           PERCENT OF CLASS
-------------------                          --------------------           ----------------
<S>                                          <C>                            <C>
VS&A-TOIC, LLC                                      72,367                        64.4%
350 PARK AVENUE
NEW YORK, NEW YORK 10022

FIR TREE VALUE FUND LP.                             36,000                        32.0%
535 5TH AVENUE, 31ST FLOOR
NEW YORK, NEW YORK  10017

FIR TREE INSTITUTIONAL VALUE FUND L.P.
535 5TH AVENUE, 31ST FLOOR                           4,000                         3.6%
NEW YORK, NEW YORK  10017                            -----                       ------
                                                   112,367                       100.0%
                                                   -------                       ------
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

STOCKHOLDERS AGREEMENT

     VS&A-TOIC, Fir Tree (each, a "Stockholder") and the Company are parties to
a Stockholders Agreement (the "Stockholders Agreement"), dated as of October 9,
1997, with respect to the management of the Company and their ownership of
shares of the common stock.

     The Stockholders Agreement provides each Stockholder the right to "tag"
along on any sale of shares by the other Stockholder, provides to VS&A-TOIC the
right to "drag" along Fir Tree on any sale of all of the common stock and
provides preemptive rights to each Stockholder.

     The Stockholders Agreement provides that VS&A-TOIC and Fir Tree will vote
for a board consisting of a majority of members designated by VS&A-TOIC and a
number of Fir Tree designees in proportion to Fir Tree's ownership of common
stock. The Board of Directors of the Company currently consists of seven
members, five designated by VS&A-TOIC and two designated by Fir Tree. Fir Tree
has the right to appoint a third nominee if it so desires.

     The Stockholders Agreement provides that certain actions require approval
by a majority of the Fir Tree designees on the Board, including an amendment of
the Certificate of Incorporation or By-Laws, a transaction with VS&A-TOIC or an
affiliate, and certain borrowings or management equity plans pursuant to which
management receives more than 10% of the common equity interests of the Company.

     At any time after October 9, 2002, Fir Tree has the right to force a sale
of the Company or its assets and the Stockholders are required to sell their
shares or vote in favor of a sale. If a definitive agreement for the sale of the


                                       26
<PAGE>

Company is not executed within 18 months after the notice from Fir Tree, the
Stockholders will vote their shares to elect a Board consisting of a majority of
members designated by Fir Tree.

     The Stockholders Agreement terminates in 2007 or upon an earlier
underwritten initial public offering of common stock.

     In 1999, VSS was paid a monitoring fee of $90,000 and fees of $534,000 in
connection with advisory services provided to the Company with respect to the
acquisitions of ITS and RSI, and the disposition of Corsearch. In 2000, VSS was
paid a monitoring fee of $90,000 and fees of $670,000 in connection with
advisory services provided to the Company with respect to the acquisitions of
STA, USMA and e-Products Division of 3MC. In 2001, VSS was paid a monitoring fee
of $90,000 and fees of $24,750 in connection with advisory services provided to
the Company with respect to the acquisitions of the CJPG assets. Approximately
18% of both such fees were shared with Fir Tree pursuant to the Stockholders
Agreement. At December 31, 2001 the Company had a $75,000 loan outstanding from
VS&A-TOIC for payment of tax withholdings in connection with distributions of
income to a member of VS&A-TOIC that is a foreign entity.







                                       27
<PAGE>

                                     PART IV

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

(a)  List of documents filed as part of this Report:

     (1) Consolidated Financial Statements and Independent Auditors' Reports
         included herein:
         See Index on page F-1
     (2) Financial Statement Schedule:
         The Financial Statement Schedules are omitted as they are inapplicable
         or the required information is furnished in the Consolidated Financial
         Statements of the Company or the Notes thereto.
     (3) List of Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                 DESCRIPTION
------                                                 -----------
<S>            <C>
  2.1          Stockholders Agreement dated as of March 15, 2000 among TISI Holdings, Inc., The Official
               Information Company and the other signatories thereto (incorporated herein by reference to
               Exhibit 2.3 to the Company's Current Report on Form 8-K dated March 15, 2000).
  3.1          Amended and Restated Certificate of Incorporation of the Company (incorporated herein by
               reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the period ended
               December 31, 1997 (the "1997 Form 10-K"))
  3.2          Amended and Restated By-laws of the Company (incorporated herein by reference to Exhibit
               2.1 to the Company's Registration Statement on Form S-4 dated February 10, 1998 (the
               "Registration Statement"))
  4.1          Indenture, dated as of October 29, 1997, by and among T/SF Communications Corporation, the
               Guarantors named therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated
               herein by reference to Exhibit 4.1 to the Registration Statement)
  4.2          Form of Supplemental Indenture, by and among T/SF Communications Corporation, the Guarantors
               named therein and IBJ Schroder Bank & Trust Company, as Trustee (incorporated herein by
               reference to Exhibit 4.1(a) to the Registration Statement)
  4.3          Form of New Note (included in Indenture filed as Exhibit 4.1)
 10.1          Credit Agreement, dated as of October 9, 1997, among T/SF Communications Corporation and
               First Union Corporation (as Lender and Agent) (incorporated herein by reference to Exhibit
               10.2 to the Registration Statement)
 10.1(a)       Second Amendment to Credit Agreement and Consent dated as of February 1, 2001 (incorporated
               by reference to Exhibit 10.1(a) of the Company's Annual Report on Form 10-K for the period
               ended December 31, 2000) (the "2000 10-K").
 10.1(c)       Third Amendment to Credit Agreement dated as of June 8,2001 (incorporated by reference to
               the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001).
 10.2          Security Agreement, dated as of October 9, 1997, among T/SF Communications Corporation, the
               Guarantors (as defined therein) and First Union National Bank  (incorporated herein by
               reference to Exhibit 10.3 to the Registration Statement)
 10.3          Stock Pledge Agreement, dated as of October 9, 1997, made by VS&A-T/SF, Inc. and Fir Tree
               Value Fund, L.P., Fir Tree Institutional Value Fund, L.P., and Fir Tree Value Partners, LDC,
               in favor of First Union National Bank  (incorporated herein by reference to Exhibit 10.4 to
               the Registration Statement)
 10.4          Stock Pledge Agreement, dated as of October 9, 1997, made by T/SF Communications Corporation
               in favor of First Union National Bank  (incorporated herein by reference to Exhibit 10.5 to
               the Registration Statement)
 10.5          Stock Pledge Agreement, dated as of October 9, 1997, made by T/SF Holdings, LLC, in favor
               of First Union National Bank  (incorporated herein by reference to Exhibit 10.6 to the
               Registration Statement)
 10.6          Stock Pledge Agreement, dated as of October 9, 1997, made by Atwood Convention Publishing,
               Inc., Galaxy Registration, Inc., G.E.M. Communications, Inc., Transportation Information
               Services, Inc., T/SF Investment Co. and T/SF of Nevada, Inc., in favor of First Union
               National Bank  (incorporated herein by reference to Exhibit 10.7 to the Registration Statement)
</TABLE>




                                       28
<PAGE>

<TABLE>
<CAPTION>
<S>             <C>
 10.7           Employment Agreement by and between William Newman and Atwood Publishing, LLC, dated as of
                June 22, 1998 (incorporated by reference to the Annual Report on Form 10-K for the period
                ended December 31, 1998).
 10.9           Employment Agreement by and between Richard A. Wimbish and Transportation Information Services,
                Inc., dated as of January 1, 1998  (incorporated herein by reference to Exhibit 10.8 to the
                Registration Statement)
 10.10          Form of Employment Agreement by and between Ian L.M. Thomas and T/SF Communications Corporation
                (incorporated herein by reference to Exhibit 10.9 to the Registration Statement)
 10.10(a)       Letter Agreement, dated October 9, 1997, by and between VS&A Communications Partners, II, L.P.,
                Veronis, Suhler & Associates, Inc. and Ian L.M. Thomas  (incorporated herein by reference to
                Exhibit 10.9(a) to the Registration Statement)
 10.11          Employment Agreement by and between Steven J. Hunt and T/SF Communications Corporation, dated as
                of November 10, 1997  (incorporated herein by reference to Exhibit 10.10 to the Registration
                Statement)
 10.11(a)       Amendment dated January 1, 2000 to Employment Agreement by and between Steven J. Hunt and The
                Official Information Company (incorporated herein by reference to Exhibit 10.11(a) to the
                Company's Annual Report on Form 10-K for the period ended December 31, 1999 (the "1999 Form 10-K"))
 10.12          Employment Agreement by and between Brian A. Meyer and T/SF Communications Corporation, dated as
                of November 10, 1997  (incorporated herein by reference to Exhibit 10.11 to the Registration
                Statement)
 10.12(a)       Amendment dated January 1, 2000 to Employment Agreement by and between Brian A. Meyer and The
                Official Information Company  (incorporated herein by reference to Exhibit 10.12(a) to the 1999
                Form 10-K)
 10.13          Amended and Restated Employment Agreement by and between Michael Goodwin and Galaxy Registration,
                LLC, dated as of June 1, 2000 (incorporated by reference to Exhibit 10.13 of the 2000 10-K).
 10.14          T/SF Communications Corporation Chief Executive Officer Equity Appreciation Plan  (incorporated
                herein by reference to Exhibit 10.14 to the Registration Statement)
 10.15          T/SF Communications Corporation Supplemental Chief Executive Officer Equity Appreciation Plan
                (incorporated herein by reference to Exhibit 10.15 to the Registration Statement)
 10.16          The Official Information Company Corporate Executive Equity Appreciation Plan (incorporated
                herein by reference to Exhibit 10.16 to the 1999 Form 10-K)
 10.17          The Official Information Company Amended and Restated Key Executive Equity Appreciation Plan
                (incorporated by reference to Exhibit 10.17 of the 2000 10-K).
 10.18          Stockholders' Agreement, dated as of October 9, 1997, among T/SF Communications Corporation,
                VS&A-T/SF, L.L.C. and Fir Tree Value Fund, L.P., Fir Tree Institutional Value Fund, L.P. and Fir
                Tree Value Partners, LDC  (incorporated herein by reference to Exhibit 10.18 to the Registration
                Statement)
 10.19          T/SF Communications Corporation 1994 Incentive Stock Plan (incorporated herein by reference to
                Exhibit A to the Registrant's Proxy Statement for Annual Meeting of Stockholders dated May 23,
                1994)
 10.20          T/SF Communications Corporation and T/SF Holdings, LLC Key Employee Bonus Plan (incorporated
                herein by reference to Exhibit 10.29 to the Registration Statement)
 10.21          Voting Agreement dated as of February 6, 1998 among the Company and certain subsidiaries
                (incorporated by reference to Exhibit 10.27 of the 1997 Form 10-K)
 10.22          Employment Agreement by and between Wayne Gregus and The Official Information Company
                (incorporated herein by reference to Exhibit 10.27 to the 1999 Form 10-K)
 12*            Statement re: computation of ratios
 21*            Subsidiaries of the Company
</TABLE>

* Filed herewith.

     (b) Reports on Form 8-K
         None



                                       29
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS
                        THE OFFICIAL INFORMATION COMPANY


                                                                          PAGE
                                                                          ----
Independent auditors' report  F-2

Consolidated balance sheets as of December 31, 2001 and 2000              F-3

Consolidated statements of operations and comprehensive income for
     the years ended December 31, 2001, 2000 and 1999                     F-5

Consolidated statements of changes in stockholders' deficit for
     the years ended December 31, 2001, 2000 and 1999                     F-6

Consolidated statements of cash flows for the years ended
     December 31, 2001, 2000 and 1999                                     F-7

Notes to consolidated financial statements                                F-9





                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
The Official Information Company:


We have audited the accompanying consolidated balance sheets of The Official
Information Company, as of December 31, 2001 and 2000, and the related
consolidated statements of operations and comprehensive income, changes in
stockholders' deficit and cash flows for each of the years in the three-year
period ended December 31, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Official Information Company, as of December 31, 2001 and 2000, and the
consolidated results of their operations and their cash flows for each of the
years of the three-year period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.


                                                            /s/ KPMG LLP


New York, New York
March 1, 2002



                                      F-2
<PAGE>


                        THE OFFICIAL INFORMATION COMPANY

                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                   ASSETS                                               2001            2000
                   ------                                               ----            ----
<S>                                                                   <C>             <C>
Current assets:
    Cash and cash equivalents                                         $  1,921        $    795
    Accounts receivable, less reserve for doubtful accounts
        of $880 in 2001 and $1,378 in 2000                              23,562          27,640
    Inventories                                                            100             121
    Deferred tax assets                                                      -             288
    Other current assets                                                 8,111           2,859
                                                                      --------        --------

          Total current assets                                          33,694          31,703

Notes receivable and investments                                           163             679

Property and equipment, at cost                                         41,363          34,400
    Less accumulated depreciation                                       24,857          19,481
                                                                      --------        --------
          Property and equipment, net                                   16,506          14,919

Intangibles and other assets, net                                       89,222         110,037
                                                                        ------        --------

                                                                      $139,585        $157,338
                                                                      ========        ========
</TABLE>





See accompanying notes to consolidated financial statements.



                                      F-3
<PAGE>


                        THE OFFICIAL INFORMATION COMPANY

                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                           DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
     LIABILITIES AND STOCKHOLDERS' DEFICIT                         2001              2000
     -------------------------------------                         ----              ----
<S>                                                             <C>                <C>
Current liabilities:
    Accounts payable                                            $   6,795          $  4,757
    Accrued liabilities                                            15,950            17,113
    Deferred revenue                                                5,353             7,235
    Customer deposits                                              14,731            15,398
    Current portion of long-term debt                                   -                31
                                                                ---------          --------

         Total current liabilities                                 42,829            44,534

Long-term debt, less current portion                               98,500            99,054
Long-term credit facility                                          31,181            17,189
Deferred income tax liability                                       2,935                 -
Other liabilities                                                     755               719
Minority interest                                                   2,192            36,229

Stockholders' deficit:
    Common stock, $.10 par value, 150,000
        shares authorized, 112,367 issued and outstanding              42                42
    Additional paid-in capital                                     56,497            56,497
    Accumulated other comprehensive income                            179               255
    Retained earnings                                              18,951            17,295
                                                                ---------          --------
                                                                   75,669            74,089
    Treasury stock                                               (114,476)         (114,476)
                                                                ---------          --------

         Total stockholders' deficit                              (38,807)          (40,387)
                                                                ---------          --------

                                                                $ 139,585          $157,338
                                                                -========          ========
</TABLE>


See accompanying notes to consolidated financial statements.



                                      F-4-
<PAGE>


                        THE OFFICIAL INFORMATION COMPANY

         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                 (IN THOUSANDS)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                2001            2000           1999
                                                                ----            ----           ----
<S>                                                          <C>             <C>            <C>
Revenues, net                                                 $130,924        $136,682       $107,709

Costs and expenses:
    Operating costs                                             58,354          62,110         48,435
    General and administrative                                  40,865          44,960         34,046
    Depreciation and amortization                               24,970          19,717         10,998
                                                                ------        --------       --------
            Operating income                                     6,735           9,895         14,230

Other income (expense):
    Interest and other income (expense)                            (48)            939             84
    Interest expense                                           (12,284)        (11,580)       (10,792)
    (Loss) gain on sale of subsidiary                                -             (59)         4,842
     Write down of investment                                        -          (4,518)             -
                                                              --------        --------       --------
    (Loss) income before minority interest
    and income taxes                                            (5,597)         (5,323)         8,364

Minority interest in loss (earnings) of consolidated
  subsidiaries                                                  10,149           5,160           (455)
Income tax benefit (expense)                                    (2,896)            449         (2,944)
                                                              --------        --------       --------

         Net income                                              1,656             286          4,965
Other comprehensive (loss) income                                  (76)            255              -
                                                              --------        --------       --------
Total comprehensive income                                      $1,580            $541       $  4,965
                                                              ========        ========       ========
</TABLE>



See accompanying notes to consolidated financial statements.




                                      F-5-
<PAGE>

                        THE OFFICIAL INFORMATION COMPANY

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                        (IN THOUSANDS, EXCEPT SHARE DATA)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                          2001           2000            1999
                                                          ----           ----            ----
<S>                                                    <C>            <C>             <C>
Common stock:
    Balance at beginning of year                         $   42         $   42           $  42
                                                         ------         ------           -----
    Balance at end of year                                   42             42
                                                         ------         ------
                                                                                            42

Additional paid-in capital:
    Balance at beginning of year                         56,497         48,197          48,197
    Issuance of common stock in subsidiary                    -          8,300               -
                                                         ------         ------          ------
    Balance at end of year                               56,497         56,497          48,197
                                                         ------         ------          ------

Retained earnings:
    Balance at beginning of year                         17,295         17,009          12,044
    Net income                                            1,656            286           4,965
                                                         ------         ------          ------
    Balance at end of year                               18,951         17,295          17,009
                                                         ------         ------          ------

Accumulated other comprehensive income:
     Balance at beginning of year                           255              -               -
     Foreign currency translation (loss) gain               (76)           255               -
                                                            ---            ---          ------
     Balance at end of year                                 179            255               -
                                                            ---            ---          ------

Treasury stock:
    Balance at beginning of year                       (114,476)      (114,476)       (114,476)
                                                        --------       -------         -------
    Balance at end of year                             (114,476)      (114,476)       (114,476)
                                                        --------       -------         -------

Total stockholders' deficit                            $(38,843)      $(40,387)       $(49,228)
                                                       =========      ========        ========

Common shares outstanding:
    Balance at beginning of year                        112,367        112,367         112,367
                                                        -------        -------         -------

    Balance at end of year                              112,367        112,367         112,367
                                                        =======        =======         =======
</TABLE>



See accompanying notes to consolidated financial statements.



                                      F-6-
<PAGE>


                        THE OFFICIAL INFORMATION COMPANY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                               `                                             2001             2000             1999
                                                                             ----             ----             ----
<S>                                                                      <C>               <C>               <C>
Cash flows from operating activities:
     Net income                                                             $1,656             $ 286          $ 4,965

    Adjustments to reconcile net income to net cash provided by
        operating activities:
         Depreciation and amortization                                      24,970            19,717           10,998
         Loss (gain) on sale of subsidiary                                       -                59           (4,842)
         Loss on sale of assets                                                 95                26               19
         Write down of investment                                                -             4,518                -
         Deferred income taxes                                               2,522            (3,035)           1,308
         Minority interest                                                  (5,886)           (5,160)             455
         Changes in assets and liabilities, net of effect of
         acquired companies:
           Accounts receivable and refundable
               income taxes                                                  4,777            (3,250)            (149)
           Inventories                                                          22                70               40
           Current notes receivable and other
               current assets                                               (4,868)             (210)            (556)
           Other assets                                                     (5,174)                -                -
           Accounts payable and accrued liabilities                          2,031             1,819            4,924
           Deferred revenue                                                 (2,080)              314             (104)
           Customer deposits                                                  (667)            1,154           (2,936)
           Other liabilities                                                (1,235)              (72)             256
                                                                            ------            ------           ------
                Total adjustments                                           14,507            15,950            9,413
                                                                            ------            ------           ------
        Net cash provided by operating activities                           16,163            16,236           14,378
                                                                            ------            ------           ------
Cash flows from investing activities:
    Collections on contract and notes receivable                                16                37                7
    Proceeds from sale (purchase of) equity investments                        500            (5,000)             828
    Capital expenditures                                                    (9,862)           (7,570)          (6,692)
    Proceeds from sale of subsidiary                                             -                 -           20,000
    Purchase of minority interest                                          (15,500)                -                -
    Payments for acquisitions, net of cash acquired                         (3,633)          (28,230)         (20,461)
    Payments on deferred contract and other liabilities                         36              (187)            (151)
                                                                            ------            ------           ------
        Net cash used in investing activities                              (28,443)          (40,950)          (6,469)
                                                                            ------            ------           ------
</TABLE>


                                                          Continued on next page




                                      F-7-
<PAGE>


                        THE OFFICIAL INFORMATION COMPANY

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                 (IN THOUSANDS)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                            2001               2000            1999
                                                                            ----               ----            ----
<S>                                                                     <C>                <C>             <C>
Cash flows from financing activities:
    Borrowing under long-term debt                                       $       -          $       -       $     590
    Principal payments of long-term debt                                      (586)            (3,842)         (2,215)
    Net borrowings under (repayments of) line of credit                     13,992             (2,811)         20,000
    Minority interest                                                            -                  -           2,000
                                                                            ------             ------          ------
      Net cash provided by (used in) financing activities                   13,406             (6,653)         20,375
                                                                            ------             ------          ------

Net increase (decrease) in cash and cash equivalents                         1,126            (31,367)         28,284

Cash and cash equivalents at beginning of year                                 795             32,162           3,878
                                                                             -----             ------          ------

Cash and cash equivalents at end of year                                    $1,921             $  795       $  32,162
                                                                            ======             ======       =========
Supplemental disclosure of cash flow information:
    Cash paid for:
        Interest                                                         $  12,238          $  11,457        $ 10,411
        Income taxes                                                         1,477              3,161             216
                                                                         ---------          ---------           -----
                                                                         $  13,715          $  14,618        $ 10,627
                                                                         =========          =========        ========
    Non-cash transactions:
        Receivable relating to sale of subsidiary                                -                  -        $  1,588
        Note given on acquisition                                                -                  -        $  3,780
        LLC units issued to TMC                                                  -          $  30,000               -
        Stock of TISI issued to sellers of USMA                                  -          $   8,300               -
        LLC units of GEM issued to sellers of CJPG                        $  1,850                  -               -
</TABLE>


See accompanying notes to consolidated financial statements.



                                      F-8-
<PAGE>


                        THE OFFICIAL INFORMATION COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 2001, 2000 AND 1999


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       BUSINESS

       The Official Information Company, its subsidiaries and controlled
       affiliates (collectively, the "Company", unless the context indicates
       otherwise) is a diversified business-to-business communication and
       information services company which principally operates two lines of
       business: 1) business and professional database information services
       ("Information Services") and 2) business to business communications,
       publishing and related marketing services ("Business-to-Business
       Communications"). Business -to- Business Communications is conducted
       through several subsidiaries whose specialized services include: 1)
       providing media services to the gaming industry with trade magazines,
       newsletters, conferences and tradeshows; 2) providing exposition
       services, primarily housing, travel, registration and sales-lead
       management and 3) publication services, primarily convention/trade show
       newspapers and directories. Information Services includes pre-employment
       screening information, primarily for the trucking, insurance, retail and
       healthcare industries.

       PRINCIPLES OF CONSOLIDATION

       The consolidated financial statements include the accounts of the
       Company, its majority-owned subsidiaries and controlled affiliates. All
       significant intercompany accounts and transactions have been eliminated
       in consolidation. Minority interest at December 31, 2001 consists of the
       equity interests in TOIC Holdings LLC owned by VS&A-TOIC, Fir Tree Value
       Fund LP and Fir Tree Institutional Value Fund LP; non-voting equity
       interest in ExpoExchange, LLC (ExpoExchange) held by two individual
       sellers of International Travel Services, LLC; non-voting equity interest
       in Total Information Services, Inc. (TISI) held by several individual
       sellers of United States Mutual Association and non-voting equity
       interest in GEM Communications, LLC (GEM), held by several individual
       sellers of Casino Journal Publishing Group.

       INVENTORIES

       Inventories are recorded at the lower of cost or market determined either
       on a first-in, first-out or average cost methods.

       DEPRECIATION

       Depreciation of property and equipment is provided using the
       straight-line method based on estimated useful lives of 3 years for
       exposition equipment and ranging from 3 to 15 years for data processing
       and office furniture and printing equipment.

       SALE OF SUBSIDIARY STOCK

       The Company does not recognize gains on the sale of stock by its
       subsidiaries. The difference between the basis in the stock of a
       subsidiary and its selling price is reflected as additional paid-in
       capital.



                                      F-9-
<PAGE>


       INTANGIBLES AND OTHER ASSETS

       Intangibles and other assets include mainly goodwill and other intangible
       assets related to acquisitions and truck driver employment history files.
       These files are valued at the fair value of credits granted to trucking
       companies for access to driver databases. These assets consist of the
       following:

<TABLE>
<CAPTION>
                                                                       December 31,
                                             Amortization       ---------------------------
                                                Period             2001            2000
                                                ------             ----            ----
                                                                      (In thousands)
        <S>                                 <C>                 <C>            <C>
        Goodwill                              3-30 years          $97,311        $106,083
        Employment information costs             4 years            3,785           3,698
        Customer lists                           3 years            6,900           6,900
        Developed technology                     3 years            8,150           8,150
        Debt financing costs                  4-10 years            4,050           3,852
        Other                                    Various            4,782           5,456
                                                                    -----           -----
                                                                  124,978         134,139

        Accumulated amortization                                  (35,756)        (24,102)
                                                                  -------        --------
        Net intangibles and other assets                          $89,222        $110,037
                                                                  =======        ========
</TABLE>

       The Company's policy is to recognize an impairment of the carrying value
       of goodwill when management's best estimate of undiscounted future cash
       flows over the remaining amortization period is less than the carrying
       amount. Under this method, in 1999, the Company determined that its
       investment in a trade show acquired in 1998 had become permanently
       impaired. Accordingly, during the fourth quarter of 1999, the Company
       wrote off the balance of its investment ($1.8 million), which is included
       in depreciation and amortization in 1999.

       Depreciation and amortization in 2000 included additional amortization of
       $618,000, recorded in the third quarter of 2000, resulting from the
       Company's decision to reduce the period of amortization from 15 to 10
       years for intangible assets associated with the 1998 acquisition of a UK
       subsidiary, and on the basis of an independent valuation, to shorten the
       period of amortization for certain identified intangible assets related
       to the acquisition of ITS. During the fourth quarter of 2000, the Company
       determined that certain intangible assets related to a foreign subsidiary
       and a domestic acquisition had become impaired. Accordingly, the Company
       reduced the net carrying value of these assets by $983,000, which is
       included in depreciation and amortization in 2000. During the fourth
       quarter of 2001, the Company determined that certain intangible assets
       related to domestic acquisitions had become impaired. Accordingly, the
       Company reduced the net carrying value of these assets by $3.0 million,
       which is included in depreciation and amortization in 2001.

       Other assets as of December 31,2001 includes $4.3 million representing
       the cumulative unpaid 11% preferred return due from the LLC's under the
       Limited Liability Company Operating Agreement dated as of February
       6,1998.

       TRANSLATION OF FOREIGN CURRENCY

       The financial position and results of operations of the Company's foreign
       subsidiaries are measured using local currency as the functional
       currency. Revenues and expenses of such subsidiaries have been translated
       into U.S. dollars at average exchange rates prevailing during the period.
       Assets and liabilities have been translated at the rates of exchange at
       the balance sheet date and are recorded in the translation adjustment
       account. Translation gains and losses were not significant prior to the
       year ended December 31, 2000. Aggregate foreign currency transaction
       gains and losses are included in determining net income.


                                      F-10-
<PAGE>

       REVENUE RECOGNITION

       Information Services revenues are recognized when the research is
       completed and reports are transmitted to the customer. The cost of
       charges from state motor vehicle record departments or other agencies,
       which are incurred by the Company as an agent for its customers, are
       netted against revenue. As provided in the agreements with customers, the
       Company charges a fee for its services.

       Exposition services revenues are recognized when the services are
       provided.

       Advertising revenues from publishing are recognized when each publication
       is published and distributed. Subscription revenue is recognized ratably
       over the subscription period.

       Reimbursements for direct charges are included as a component of
       operating costs.

       INCOME TAXES

       Income taxes are accounted for under the asset and liability method.
       Deferred tax assets and liabilities are recognized for the future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax bases and operating loss and tax credit carryforwards. Deferred tax
       assets and liabilities are measured using enacted tax rates expected to
       apply to taxable income in the years in which those temporary differences
       are expected to be recovered or settled. The effect on deferred tax
       assets and liabilities of a change in tax rates is recognized in income
       in the period that includes the enactment date. A valuation allowance is
       provided for any portion of the deferred tax assets that are not more
       likely than not to be realized.

       CASH EQUIVALENTS

       The Company considers all highly liquid debt instruments purchased with
       original maturities of three months or less to be cash equivalents.

       USE OF ESTIMATES

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets 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.

       INVESTMENTS

       On April 14, 2000, the Company purchased a 4.7% common equity interest in
       Third Millennium Communications, Inc. ("3MC") for $5.0 million. This
       common equity interest was sold back to 3MC for $500,000 on January 19,
       2001. The Company recorded a charge of $4.5 million to reflect the
       decline in value of this investment in its December 31, 2000 financial
       statements.

       CAPITALIZED SOFTWARE

       In 1998, the Company adopted AICPA Statement of Position ("SOP") No.
       98-1, "Accounting for the Cost of Computer Software Developed or Obtained
       for Internal Use." SOP No. 98-1 requires certain costs incurred in
       connection with developing or obtaining internally used software, that
       previously would have been expensed as incurred, to be capitalized. The
       adoption of SOP No. 98-1 resulted in


                                      F-11-
<PAGE>

       the capitalization of approximately $1.9 million, $419,000 and $229,000
       related to software development cost as of December 31, 2001, 2000 and
       1999, respectively, which is being amortized on a straight-line basis
       over three years.

       OTHER CURRENT ASSETS

       Included in other current assets at December 31,2001 are approximately
       $1.3 million of federal income tax receivables, and $4.2 million of
       customer deposits held by credit card processors.

       STOCK BASED COMPENSATION

       Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
       for Stock- Based Compensation", permits entities to recognize as expense
       over the vesting period the fair value of all stock-based awards on the
       date of grant. Alternatively, SFAS No, 123 allows entities to continue to
       apply the provisions of Accounting Principles Board ("APB") Opinion No.
       25 "Accounting for Stock Issued to Employees", and provide pro forma net
       earnings (loss) disclosures for employees stock option grants as if the
       fair-value-based method defined in SFAS No. 123 had been applied. The
       Company has elected to apply the provisions of APB Opinion No. 25 and
       provide pro forma disclosure provisions of SFAS No. 123.

       COMPREHENSIVE INCOME

       The Company reports comprehensive income in accordance with the
       provisions of SFAS No. 130, "Reporting Comprehensive Income". SFAS No.
       130 establishes standards for reporting comprehensive income and its
       components in the body of the financial statements. Comprehensive income
       includes net income as currently reported under generally accepted
       accounting principles, all changes in equity during a period from
       non-owner sources including, as applicable, foreign currency items,
       minimum pension liability adjustments and unrealized gains and losses on
       certain investments in debt and equity securities. Comprehensive income
       consisting of net income and foreign currency translation adjustment is
       presented in the consolidated statements of operations and comprehensive
       income.

       FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company defines the fair value of a financial instrument as the
       amount at which the instrument could be exchanged in a current
       transaction between willing parties. The carrying value of cash and cash
       equivalents, trade accounts receivable, trade accounts payable, accrued
       liabilities, customer deposits, and other liabilities approximates the
       fair value because of the short maturity of those instruments. The
       carrying amounts of notes payable (see note 4) approximates the fair
       value due to these debt instruments having variable interest rates
       similar to those that are currently available to the Company. The fair
       value of the Senior Subordinated Notes (see note 4) at December 31, 2001,
       approximates its carrying value.

       RECLASSIFICATIONS

       Certain 2000 and 1999 account balances have been reclassified to conform
       to the 2001 consolidated financial statement presentation.

       NEW ACCOUNTING PRONOUNCEMENTS

       In November 2001, the FASB issued EITF Issue No. 01-14 Income Statement
       Characterization of Reimbursements Received for Out-of-Pocket Expenses
       Incurred. The EITF Issue No. 01-14 concluded



                                      F-12-
<PAGE>

       that reimbursements received for out-of-pocket expenses incurred should
       be characterized as revenue in the income statement. EITF Issues No.
       99-19 Reporting Revenue Gross as a Principal versus Net as an Agent
       and No. 00-10 Accounting for Shipping and Handling Fees provided the
       principal support for the conclusions. This pronouncement is effective
       for financial reporting periods beginning after December 15, 2001 and
       requires that comparative financial statements for prior periods be
       reclassified to comply with the guidance in the staff announcement.
       The Company received approximately $5.4 million and $5.2 million for
       reimbursements in the years ended 2001 and 2000, respectively.

       In July 2001, the FASB issued Statement No. 141, Business Combinations,
       and Statement No. 142, Goodwill and Other Intangible Assets. Statement
       141 requires that the purchase method of accounting be used for all
       business combinations initiated after June 30, 2001 as well as all
       purchase method business combinations completed after June 30, 2001.
       Statement 141 also specifies criteria intangible assets acquired in a
       purchase method business combination must meet to be recognized and
       reported apart from goodwill, noting that any purchase price allocable to
       an assembled workforce may not be accounted for separately. Statement 142
       will require that goodwill and intangible assets with indefinite useful
       lives no longer be amortized but instead tested for impairment at least
       annually in accordance with the provisions of Statement 142. Statement
       142 will also require that intangible assets with definite useful lives
       be amortized over their respective estimated useful lives to their
       estimated residual values, and reviewed for impairment in accordance with
       SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
       Long-Lived Assets to Be Disposed Of.

       As of the date of adoption (January 1, 2002), the Company will have
       unamortized goodwill in the amount of $69.6 million and unamortized
       identifiable intangible assets in the amount of $15.4 million, all of
       which will be subject to the transition provisions of Statements 141 and
       142. Amortization expense related to goodwill was $4.7 million and $11.0
       million for the year ended December 31, 2000 and December 31, 2001,
       respectively.

       In August 2001, the FASB issued Statement No. 143, Accounting for Asset
       Retirement Obligations, which addresses financial accounting and
       reporting for obligations associated with the retirement of tangible
       long-lived assets and the associated asset retirement costs. This
       Statement applies to all entities that have legal obligations associated
       with the retirement of long-lived assets that result from the
       acquisition, construction, development or normal use of the asset.
       Enterprises are required to adopt Statement No. 143 for fiscal years
       beginning after June 15, 2002. The Company has not yet determined the
       impact of adopting this pronouncement on its financial statements.

       In October 2001, the FASB issued Statement No. 144, Accounting for the
       Impairment or Disposal of Long-Lived Assets, which addresses financial
       accounting and reporting for the impairment or disposal of long-lived
       assets. While Statement No. 144 supersedes FASB Statement No. 121,
       Accounting for the Impairment of Long-Lived Assets and for Long-Lived
       Assets to Be Disposed Of, it retains many of the fundamental provisions
       of that Statement.

       Statement No. 144 also supersedes the accounting and reporting provisions
       of APB Opinion No. 30, Reporting the Results of Operations--Reporting the
       Effects of Disposal of a Segment of a Business, and Extraordinary,
       Unusual and Infrequently Occurring Events and Transactions, for the
       disposal of a segment of a business. However, it retains the requirement
       in Opinion 30 to report separately discontinued operations and extends
       that reporting to a component of an entity that either has been disposed
       of (by sale, abandonment, or in a distribution to owners) or is
       classified as held for sale. Statement No. 144 is effective for fiscal
       years beginning after December 15, 2001 and interim periods within those
       fiscal years. The Company has not yet determined the impact of adopting
       this pronouncement on its financial statements.


                                      F-13-
<PAGE>

2.     CAPITALIZATION

       Pursuant to a tender offer (the "Tender Offer") completed on October
       9,1997 by the Company for its common stock, a purchase consummated on
       October 9, 1997 (the "Stock Purchase) by a subsidiary of VS&A-TOIC, LLC.
       ("VS&A-TOIC") of 881,988 shares of common stock, the repurchase
       consummated on October 9, 1997 by the Company of certain employee stock
       options (the "Option Repurchase"), a reverse stock split of the shares of
       common stock consummated on February 27,1998 that resulted in the
       elimination of all shares of common stock other than those held by
       VS&A-TOIC and Fir Tree Value Fund, LP, Fir Tree Institutional Value Fund,
       LP, and Fir Tree Value Partners L.D.C. (collectively, "Fir Tree" and,
       together with VS&A-TOIC, the "Equity Investors") (together with certain
       related transactions, the "Second Step Transaction"), and the drop down
       restructuring consummated on February 27, 1998 (the "Drop Down
       Restructuring"), in each case the Company was recapitalized and VS&A-TOIC
       and Fir Tree own approximately 64.4% and 35.6% of the common stock,
       respectively.

       The Company holds a $45 million preferred equity interest in TOIC
       Holdings, LLC and its related Operating, LLC's. The preferred equity
       interest carries an 11% annual distribution and the Company has total
       voting, operational and management control of Holdings LLC and the
       Operating LLC's. The Equity Investors purchased common equity interests
       in Holdings LLC for approximately $4.5 million in the same proportion as
       their ownership of the common stock of the Company. These common equity
       interests in Holdings LLC and all earnings or losses in excess of the
       preferred stockholders' annual distributions are reflected as minority
       interest.

       The Company has a $40 million Senior Credit Facility which is due and
       payable at maturity in September 2004. The Company is the obligor on
       $98.5 million in 10 3/8% Senior Subordinated Notes (the "Subordinated
       Notes") due November 2007, which are entitled to the benefit of the
       Indenture and have been registered under the Securities Act.

3.     ACQUISITIONS AND DISPOSITION OF ASSETS

       On April 30, 1999, the Company, through ExpoExchange, acquired
       substantially all of the assets and assumed substantially all of the
       liabilities of International Travel Services, LLC ("ITS") for an
       aggregate purchase price of $22.6 million, plus transaction costs. Of the
       total purchase price of this transaction, $11.1 million was paid out of
       proceeds from the Company's line of credit, $2.0 million was paid from a
       contemporaneous minority equity investment in ExpoExchange by certain
       former ITS shareholders and the remainder was paid from existing cash.
       The acquisition was accounted for as a purchase business combination. The
       excess of the purchase price over the estimated fair value of the net
       assets acquired was approximately $18.9 million. On the basis of an
       independent appraisal, acquired intangibles are being amortized on a
       straight-line basis over periods ranging from 2 to 15 years, the expected
       period of benefit.

       On August 31, 1999, the Company, through TISI, acquired all the stock of
       Record Search, Inc. ("RSI") for an aggregate purchase price of $12.8
       million, plus transaction costs. Of the total purchase price of this
       transaction, $9.0 million was paid out from existing cash and the balance
       in the form of a note to be paid over three years. The acquisition was
       accounted for as a purchase business combination. The excess of the
       purchase price over the estimated fair value of the net assets acquired
       was approximately $11.5 million, and has been recorded as goodwill, which
       is being amortized on a straight-line basis over 15 years, the expected
       period of benefit. On August 31, 2000, the Company paid the remaining
       balance due under the notes in connection with


                                      F-14-
<PAGE>

       settlement of certain issues with the sellers of RSI. In connection
       with this settlement, two sellers, who had also been employees of RSI,
       terminated their employment with the Company.

       On November 11, 1999, the Company sold all of the outstanding stock of
       Corsearch and executed a non-compete agreement in consideration for
       approximately $20.0 million, plus additional consideration of $1.6
       million for certain defined net assets resulting in a gain of $4.8
       million.

       On January 31, 2000, the Company, through TISI, acquired substantially
       all of the assets of STA United, Inc. ("STA") for approximately $8.3
       million. STA is a leading provider of drug testing services to the
       pre-employment screening industry.

       On March 15, 2000, the Company, through TISI, acquired the stock and/or
       assets of a group of ten companies collectively known as United States
       Mutual Association ("USMA"). The Company paid approximately $27.4 million
       plus transaction costs, with $15.2 million paid in cash and the balance
       in non-voting stock of TISI, valued by independent appraisal at $12.2
       million, representing approximately 4.5% of the Company's interest in
       TISI. USMA provides pre-employment screening services to the retail
       industry, principally through a proprietary database of employee theft
       incident records. These acquisitions were accounted for under the
       purchase method of accounting. On the basis of an independent appraisal,
       acquired intangibles are being amortized on a straight-line basis over
       periods ranging from 2 to 15 years, the expected period of benefit. As a
       result of this transaction, the Company recorded a $6.0 million increase
       in additional paid-in capital on the issuance of 8,300 non-voting shares
       of TISI stock representing the difference between the Company's equity
       interest in TISI before and after the transaction. TISI incurred $593,000
       of reorganization expenses related to the integration of the USMA
       operations. The Company incurred $196,000 of severance costs which were
       accrued as a liability assumed in the acquisition.

       On June 1, 2000, the Company, through ExpoExchange, acquired
       substantially all of the assets of the e-Products division (ExpoEvent
       Services) of 3MC, in exchange for 6,133,590 non-voting LLC units of
       Galaxy (the "LLC units") valued at approximately $30.0 million and
       representing approximately 20% of Holdings LLC's interest in Galaxy. The
       Company has accounted for these transactions under the purchase method of
       accounting. As a result of this transaction, the Company recorded
       approximately $30.0 million increase in minority interest on the issuance
       of the LLC units. On the basis of an independent valuation, identifiable
       intangible assets of $6.7 million and goodwill of $23.0 million are being
       amortized on a straight-line basis primarily over a three-year life.

       On February 2, 2001, the Company acquired the 3MC non-voting units in
       ExpoExchange for $15.5 million. The Company has subsequently restructured
       the e-Products Division organization and management and closed its
       Atlanta office at a cost of approximately $1.4 million, relating
       principally to severance and contract termination costs, of which
       approximately $130,000 was unpaid at December 31, 2001.

       Effective January 1, 2001, the Company through GEM Communications, LLC
       acquired certain assets of Casino Journal Publishing Group ("CJPG") for
       $2.6 million in cash, subject to certain future working capital
       adjustments, and 100,000 non-voting LLC units of GEM Communications, LLC,
       valued at approximately $1.9 million and representing approximately 10%
       of GEM. During the second quarter 2001 GEM paid an additional $125,000
       for certain assets of CJPG and received


                                      F-15-
<PAGE>

       $482,000 as a working capital adjustment, and during the third quarter
       of 2001 paid an additional $250,000 for certain other assets of CJPG.
       During the fourth quarter 2001 the company determined that a portion
       of its investment in CJPG had become impaired and recorded a $2.0 million
       write off of goodwill in recognition of this impairment as additional
       amortization expense.

       A provision of $627,000 was recorded in December 2001 related to the
       decision to exit the WGC tradeshow and the related closing of the GEM
       Norwalk, CT office, none of which had been paid as of December 31, 2001.

       The following unaudited pro forma information is presented as if the
       Company had completed the acquisitions as of January 1, 2000. The pro
       forma information is not necessarily indicative of what the results of
       operations would have been had the acquisitions taken place at January 1,
       2000, or of the future results of operations.

<TABLE>
<CAPTION>
                                                            For the year
                                                         ended December 31,
                                                        2001           2000
                                                        ----           ----
                                                           (In thousands)
                                                             (Unaudited)
       <S>                                            <C>            <C>
       Revenues                                       $ 130,924      $ 142,541
                                                      ---------      ---------
       Net income                                         1,656            360
                                                      ---------      ---------
</TABLE>

4.     LONG-TERM DEBT AND CREDIT FACILITY

       Long-term debt outstanding consists of the following:

<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                     -------------------------------
                                                                                          2001              2000
                                                                                            (In thousands)
         <S>                                                                          <C>                <C>
         10 3/8% Senior Subordinated Notes, interest payable semi-annually
         with principal due at maturity in 2007 (A).                                    $98,500           $98,500

         Building mortgage dated June 27, 1996, including interest at 10% per
         annum, payable in monthly installments of $5, with the balance due
         July 1, 2003                                                                         -               498

         Building mortgage dated June 13, 1996, payable monthly, including
         interest at 10.5 % per annum, through July 1, 2006                                   -                81

         Capital lease obligation                                                             -                 6
                                                                                        -------           -------
                                                                                         98,500            99,085
         Less portion due within one year                                                     -               (31)
                                                                                        -------           -------
                                                                                        $98,500           $99,054
                                                                                        =======           =======
</TABLE>

       The entire $98,500 balance of long-term debt becomes due in 2007.

       (A) The Company is the obligor on $98.5 million of 10-3/8% Senior
       Subordinated Notes (the "Notes") which were issued under an Indenture
       dated October 29, 1997 between the Company and IBJ Schroder Bank & Trust
       Company, as Trustee (the "Indenture") and have been registered under the
       Securities Act. The Notes are unsecured obligations of the Company,
       ranking subordinate in right of payment to all Senior Debt of the
       Company. The Notes are guaranteed on a subordinated basis by all of the
       active wholly owned subsidiaries of the Company. The Notes are limited in
       aggregate principal amount to


                                      F-16-
<PAGE>

       $98.5 million and mature on November 1, 2007. Interest on the Notes
       accrues at the rate of 10-3/8% per annum payable semiannually in cash on
       each May 1 and November 1, commencing on May 1, 1998. Interest on the
       Notes accrue from the most recent date to which interest has been paid
       or, if no interest has been paid, from and including the date of
       issuance. The Notes are not entitled to the benefit of any mandatory
       sinking fund. The Notes may be redeemed, at the Company's option, in
       whole at any time or in part from time to time, on and after November 1,
       2002, upon not less than 30 nor more than 60 days' notice, at certain
       specified redemption prices, plus, in each case, accrued and unpaid
       interest thereon, if any, to the date of redemption.

       CREDIT FACILITY

       The Company has a Senior Credit Facility ("Senior Facility") with two
       banks which provides for maximum borrowings of $40.0 million ($25.0
       million at December 31, 2000). Borrowings are secured by a first priority
       lien on substantially all assets and properties of the Company and its
       subsidiaries owned now or acquired in the future. Interest is computed
       upon either the LIBOR plus the applicable borrowing margin (based on the
       achievement of total leverage ratio) from 2.25% to 3.0% or a base rate
       indexed to the prime rate plus the applicable borrowing margin of 1.0% to
       1.75%. An annual commitment fee of 0.5% is charged on the unused portion
       of the Senior Facility. The Senior Facility contains covenants similar to
       the Subordinated Notes, as well as financial covenants with respect to:
       1) a maximum leverage ratio; 2) a maximum senior leverage ratio; 3) a
       minimum interest coverage ratio; and 4) a minimum fixed charge coverage
       ratio. The Senior Facility continues through September 2004. At December
       31, 2001, the Company was in full compliance with all Senior Facility
       covenant.

5.     DEBT GUARANTORS

       Atwood Publishing LLC and subsidiaries; ExpoExchange, LLC and
       subsidiaries; GEM Communications Holdings, LLC and subsidiaries; and
       Holdings LLC (collectively the "LLC Guarantors"), TISI Holdings, Inc. and
       subsidiaries; and Corsearch (until November 11, 1999), (collectively, the
       "Subsidiary Guarantors" and, together with the LLC Guarantors, the
       "Guarantors") are included in the consolidated results of the Company.
       Because the Company, directly or indirectly, owns all of the voting
       interests in the LLC Guarantors, the LLC Guarantors are considered wholly
       owned subsidiaries of the Company as defined by Regulation S-X. The
       Company indirectly owns all of the voting shares of the Subsidiary
       Guarantors.

       Each of the Guarantors jointly and severally guarantee all of the
       Company's debt, on a full and unconditional basis. For accounting
       purposes, all Guarantors are consolidated. Separate financial statements
       and other disclosures concerning the Guarantors are not presented because
       the Company's management has determined that they are not material to
       investors.

       The Senior Facility contains covenants, among others, restricting the
       ability of the Company and the Guarantors to: (i) declare dividends or
       redeem or purchase capital stock; (ii) prepay, redeem or purchase debt;
       (iii) incur liens and engage in sale-leaseback transactions; (iv) make
       loans and investments; (v) issue more debt; (vi) amend or otherwise alter
       debt and other material agreements; (vii) make capital expenditures;
       (viii) engage in mergers, acquisitions and asset sales; (ix) transact
       with affiliates; and (x) alter its lines of business. The net assets of
       the Guarantors approximated $64.1 million, $86.8 million and $109.8
       million as of December 31, 2001, 2000, 1999, respectively.

       Included in the 1999, 2000 and 2001 financial results of the LLC
       Guarantors are the twelve months activity of Atwood, ExpoExchange, GEM
       and Holdings LLC. Included in the 1999 financial results of the
       Subsidiary Guarantors are twelve months activity of TISI and ten months
       activity of Corsearch,


                                      F-17-
<PAGE>

       Inc. Included in the 2001 and 2000 financial results of the Subsidiary
       Guarantors are the twelve months activities of TISI. Coresearch was sold
       in November 1999.








                                      F-18-
<PAGE>

The following are condensed consolidating financial statements of The Official
Information Company and the Guarantors for each period presented:


<TABLE>
<CAPTION>
                                                                           2001
                                                                           ----
                                                               CONSOLIDATED BALANCE SHEET
                                                               ---------------------------
ASSETS
------
                                           TOIC             LLC         SUBSIDIARY       SUBTOTAL                          TOIC
                                           -----            ----        ----------       --------                          ----
                                         CORPORATE       GUARANTORS     GUARANTORS      GUARANTORS     ELIMINATIONS    CONSOLIDATED
                                         ---------       ----------     ----------      ----------     ------------    ------------
<S>                                     <C>             <C>             <C>             <C>            <C>            <C>
Current assets                            $ 1,707         $17,772         $14,215         $31,987          $-             $33,694
Notes receivable and investments                -               -             163             163           -                 163
Investment in subsidiaries & affil.        29,897         (34,114)         11,837         (22,277)        (7,620)            -
PP&E-net                                      156           8,564           7,786          16,350           -              16,506
Intangibles and other assets-net            2,351          32,114          50,494          82,608          4,263           89,222
                                        -------------------------------------------------------------------------------------------
Total assets                              $34,111         $24,336         $84,495        $108,831        $(3,357)        $139,585
                                          =======         =======         =======        ========        ========        ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
(DEFICIT)
---------

Current liabilities                        $4,107         $27,668         $11,054         $38,722          $-             $42,829
Long term debt                            129,681            -               -               -              -             129,681
Deferred tax liability                       (349)           -              3,284           3,284           -               2,935
Other liabilities                             550            -                205             205           -                 755
Minority interest                           2,192           3,850            -              3,850         (3,850)           2,192
Total stockholders' equity (deficit)     (102,070)         (7,182)         69,952          62,770            493          (38,807)
                                        -------------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity (deficit)            $34,111         $24,336         $84,495        $108,831        $(3,357)        $139,585
                                          =======         =======         =======        ========        ========        ========
</TABLE>


<TABLE>
<CAPTION>
                                                                           2001
                                                                           ----
                                                          CONSOLIDATED STATEMENT OF OPERATIONS
                                                          ------------------------------------

                                           TOIC             LLC         SUBSIDIARY       SUBTOTAL                          TOIC
                                           -----            ----        ----------       --------                          ----
                                         CORPORATE       GUARANTORS     GUARANTORS      GUARANTORS     ELIMINATIONS    CONSOLIDATED
                                         ---------       ----------     ----------      ----------     ------------    ------------
<S>                                     <C>             <C>             <C>             <C>            <C>            <C>
Revenue, net                                $   -         $71,688         $59,236        $130,924          $-            $130,924
Costs and expenses:
  Operating costs                               -          36,678          21,676          58,354           -              58,354
  General & admin.                          2,456          20,853          17,556          38,409           -              40,865
  Deprec. & amort.                            477          16,793           7,700          24,493           -              24,970
                                        -------------------------------------------------------------------------------------------
Total costs                                 2,933          74,324          46,932         121,256           -             124,189
                                        -------------------------------------------------------------------------------------------
Operating income (loss)                    (2,933)         (2,636)         12,304           9,668           -               6,735
  Interest & other income (expense)            15              23             (86)            (63)          -                 (48)
  Interest expense                        (12,236)            (21)            (27)            (48)          -             (12,284)
                                        -------------------------------------------------------------------------------------------
(Loss) income before income taxes         (15,154)         (2,634)         12,191           9,557           -              (5,597)
Minority interest                           4,851          (5,000)           -             (5,000)        10,298           10,149
Income tax benefit (expense)               (2,621)            100            (375)           (275)          -              (2,896)
                                        -------------------------------------------------------------------------------------------
Net income (loss)                       $ (12,924)       $ (7,534)        $11,816          $4,282        $10,298           $1,656
                                        =========        ========         =======          ======        =======           ======
</TABLE>



                                      F-19-
<PAGE>

<TABLE>
<CAPTION>
                                                                           2001
                                                                           ----
                                                          CONSOLIDATED STATEMENT OF CASH FLOWS
                                                          ------------------------------------

                                           TOIC             LLC         SUBSIDIARY       SUBTOTAL                          TOIC
                                           -----            ----        ----------       --------                          ----
                                         CORPORATE       GUARANTORS     GUARANTORS      GUARANTORS     ELIMINATIONS    CONSOLIDATED
                                         ---------       ----------     ----------      ----------     ------------    ------------
<S>                                     <C>             <C>             <C>             <C>            <C>            <C>
Net (loss) income                       $ (12,924)       $ (7,534)        $11,816          $4,282         $10,298         $1,656

Non-cash adjustments to reconcile
net (loss) income to net cash (used
in) provided by operating activities        2,411          21,793           7,795          29,588         (10,298)        21,701
Changes in assets and liabilities,
net of effect of acquired companies        (6,678)         (1,155)            639            (516)           -            (7,194)
                                        -------------------------------------------------------------------------------------------
Net cash (used in) provided by
operating activities                      (17,191)         13,104          20,250          33,354            -            16,163
Cash flows from investing
activities:
  Collections on
    notes receivable                         -               -                 16              16            -                16
  Proceeds from sale of equity
    investment                                500            -               -               -               -               500
  Capital expenditures                        (19)         (5,080)         (4,763)         (9,843)           -            (9,862)
  Payments for
    acquisitions, net of
    cash acquired                            -             (3,633)           -             (3,633)           -            (3,633)
  Payments on
    deferred contract
    liabilities                               (92)           -                128             128            -                36
  Purchase of minority interest              -            (15,500)           -            (15,500)           -           (15,500)
                                        -------------------------------------------------------------------------------------------
Net cash used in investing activities         389         (24,213)         (4,619)        (28,832)           -           (28,443)
Cash flows from financing
activities:
  Principal payments
    of long-term debt                        -               -               (586)           (586)           -              (586)
  Net borrowings(payments) under
    bank line of credit                    16,778          11,792         (14,578)         (2,786)           -            13,992
                                        -------------------------------------------------------------------------------------------
Net cash used in financing activities      16,778          11,792         (15,164)         (3,372)           -            13,406
                                        -------------------------------------------------------------------------------------------
Net (decrease) increase in cash and
cash equivalents                              (24)            683             467           1,150            -             1,126
Cash and cash equivalents at
beginning of year                              25             (27)            797             770            -               795
                                        -------------------------------------------------------------------------------------------
Cash and cash equivalents at end of
year                                          $ 1            $656          $1,264          $1,920           $-            $1,921
                                        ============================================================================================
</TABLE>




                                      F-20-
<PAGE>


<TABLE>
<CAPTION>
                                                                           2000
                                                                           ----
                                                               CONSOLIDATED BALANCE SHEET
                                                               ---------------------------
ASSETS
------
                                           TOIC             LLC         SUBSIDIARY       SUBTOTAL                          TOIC
                                           -----            ----        ----------       --------                          ----
                                         CORPORATE       GUARANTORS     GUARANTORS      GUARANTORS     ELIMINATIONS    CONSOLIDATED
                                         ---------       ----------     ----------      ----------     ------------    ------------
<S>                                     <C>             <C>             <C>             <C>            <C>            <C>
Current assets                            $ 3,170         $17,466         $11,067         $28,533           $-           $31,703
Notes receivable and investments              500               -             179             179            -               679
Investment in subsidiaries & affil.        36,578            (179)        (22,475)        (22,654)        (13,924)          -
PP&E-net                                      192           7,923           6,804          14,727            -            14,919
Intangibles and other assets-net            1,692          54,410          53,935         108,345            -           110,037
                                        -------------------------------------------------------------------------------------------
Total assets                              $42,132         $79,620         $49,510        $129,130        $(13,924)       157,338
                                          =======         =======         =======        ========        =========       =======
LIABILITIES AND STOCKHOLDERS'
-----------------------------
EQUITY (DEFICIT)
----------------

Current liabilities                       $22,006         $29,248         $10,469         $39,717           $-           $61,723
Long term debt                             98,500            -                554             554            -            99,054
Other liabilities                             642            -                 77              77            -               719
Minority interest                          34,229           2,000                           2,000            -            36,229
Total stockholders' equity (deficit)     (113,245)         48,372          38,410          86,782         (13,924)       (40,387)
                                        -------------------------------------------------------------------------------------------
Total liabilities and stockholders'
equity (deficit)                          $42,132         $79,620         $49,510        $129,130        $(13,924)      $157,338
                                          =======         =======         =======        ========        =========      ========
</TABLE>


<TABLE>
<CAPTION>
                                                                           2000
                                                                           ----
                                                          CONSOLIDATED STATEMENT OF OPERATIONS
                                                          ------------------------------------

                                           TOIC             LLC         SUBSIDIARY       SUBTOTAL                          TOIC
                                           -----            ----        ----------       --------                          ----
                                         CORPORATE       GUARANTORS     GUARANTORS      GUARANTORS     ELIMINATIONS    CONSOLIDATED
                                         ---------       ----------     ----------      ----------     ------------    ------------
<S>                                     <C>             <C>             <C>             <C>            <C>            <C>
Revenue, net                                $-            $79,208         $57,474        $136,682           $-          $136,682
Costs and expenses:
  Operating costs                            -             40,242          21,868          62,110            -            62,110
  General & admin.                          2,559          23,816          18,585          42,401            -            44,960
  Deprec. & amort.                            438          13,647           5,632          19,279            -            19,717
                                        -------------------------------------------------------------------------------------------
Total costs                                 2,997          77,705          46,085         123,790            -           126,787
                                        -------------------------------------------------------------------------------------------
Operating income (loss)                    (2,997)          1,503          11,389          12,892            -             9,895
  Interest & other income                     916              22               1              23            -               939
  Interest expense                         (5,637)           (252)         (5,691)         (5,943)           -           (11,580)
Loss on sale of subsidiary                    (59)           -               -               -               -               (59)
Write down of investment                   (4,518)           -               -               -               -            (4,518)
                                        -------------------------------------------------------------------------------------------
(Loss) income before income taxes         (12,295)          1,273           5,699           6,972            -            (5,323)
Minority interest                            -               -               -               -              5,160          5,160
Income tax benefit (expense)                3,450              (7)         (2,994)         (3,001)           -               449
Preferred distribution from LLC's           4,999            -               -               -             (4,999)          -
                                        -------------------------------------------------------------------------------------------
Net income                               $ (3,846)         $1,266          $2,705          $3,971            $161           $286
                                         ========          ======          ======          ======            ====           ====
</TABLE>




                                      F-21-
<PAGE>


<TABLE>
<CAPTION>
                                                                           2000
                                                                           ----
                                                          CONSOLIDATED STATEMENT OF CASH FLOWS
                                                          ------------------------------------

                                           TOIC             LLC         SUBSIDIARY       SUBTOTAL                          TOIC
                                           -----            ----        ----------       --------                          ----
                                         CORPORATE       GUARANTORS     GUARANTORS      GUARANTORS     ELIMINATIONS    CONSOLIDATED
                                         ---------       ----------     ----------      ----------     ------------    ------------
<S>                                     <C>             <C>             <C>             <C>            <C>            <C>
Net (loss) income                        $ (3,846)         $1,266          $2,705          $3,971           $161            $286

Non-cash adjustments to reconcile
net (loss) income to net cash (used
in) provided by operating activities       (3,021)         13,673           5,634          19,307           (161)         16,125
Changes in assets and liabilities,
net of effect of acquired companies          (269)         (6,455)          6,549              94            -              (175)
                                         -------------------------------------------------------------------------------------------
Net cash (used in) provided by
operating activities                       (7,136)          8,484          14,888          23,372            -            16,236

Cash flows from investing
activities:
  Collections on
    notes receivable                         -               -                 37              37            -                37
  Investments                              (5,000)           -               -               -               -            (5,000)
  Capital expenditures                        (35)         (4,751)         (2,784)         (7,535)                        (7,570)
  Payments for
    acquisitions, net of
    cash acquired                         (15,535)         (4,089)         (8,606)        (12,695)           -           (28,230)
  Payments on
    deferred contract
    liabilities                               (84)             (3)           (100)           (103)           -              (187)
                                        -------------------------------------------------------------------------------------------
Net cash used in investing activities     (20,654)         (8,843)        (11,453)        (20,296)           -           (40,950)
Cash flows from financing
activities:
  Principal payments
    of long-term debt                        -               -             (3,842)         (3,842)           -            (3,842)
  Payments under bank line of credit       (2,811)           -                -              -               -            (2,811)
                                        -------------------------------------------------------------------------------------------
Net cash used in financing activities      (2,811)           -             (3,842)         (3,842)           -            (6,653)
                                        -------------------------------------------------------------------------------------------
Net decrease in cash and cash
equivalents                               (30,601)           (359)           (407)           (766)           -           (31,367)
Cash and cash equivalents at
beginning of year                          30,626             332           1,204           1,536            -            32,162
                                        -------------------------------------------------------------------------------------------
Cash and cash equivalents at end of           $25            $(27)           $797            $770           $-              $795
year                                    ===========================================================================================
</TABLE>






                                      F-22-
<PAGE>


<TABLE>
<CAPTION>

                                                                                1999
                                                                                ----
                                                                 CONSOLIDATED STATEMENT OF OPERATIONS
                                                                 ------------------------------------

                                           TOIC             LLC         SUBSIDIARY       SUBTOTAL                          TOIC
                                           -----            ----        ----------       --------                          ----
                                         CORPORATE       GUARANTORS     GUARANTORS      GUARANTORS     ELIMINATIONS    CONSOLIDATED
                                         ---------       ----------     ----------      ----------     ------------    ------------
<S>                                     <C>             <C>             <C>             <C>            <C>            <C>
Revenue, net                                $-            $65,877         $41,832        $107,709           $-           $107,709
Costs and expenses:
  Operating costs                            -             33,750          14,685          48,435            -             48,435
  General & admin.                          420            18,992          14,634          33,626            -             34,046
  Deprec. & amort.                          512             6,373           4,113          10,486            -             10,998
                                        -------------------------------------------------------------------------------------------
Total costs                                 932            59,115          33,432          92,547            -             93,479
                                        -------------------------------------------------------------------------------------------
Operating income (loss)                    (932)            6,762           8,400          15,162            -             14,230
  Interest & other income                    84              -               -               -                                 84
  Interest (expense)                        270            (1,897)         (9,165)        (11,062)           -            (10,792)
Gain on sale of subsidiary                4,842              -               -               -               -              4,842
                                        -------------------------------------------------------------------------------------------
Income (loss) before income taxes         4,264             4,865            (765)          4,100            -              8,364
Minority interest                            -               -                -              -             (455)             (455)
Income tax expense                       (2,837)             (107)            -              (107)           -             (2,944)
                                        -------------------------------------------------------------------------------------------
Net income (loss)                        $1,427            $4,758           $(765)         $3,993         $(455)           $4,965
                                        ===========================================================================================
</TABLE>




                                      F-23-
<PAGE>


<TABLE>
<CAPTION>
                                                                                1999
                                                                                ----
                                                               CONSOLIDATED STATEMENT OF CASH FLOWS
                                                               ------------------------------------

                                           TOIC             LLC         SUBSIDIARY       SUBTOTAL                          TOIC
                                           -----            ----        ----------       --------                          ----
                                         CORPORATE       GUARANTORS     GUARANTORS      GUARANTORS     ELIMINATIONS    CONSOLIDATED
                                         ---------       ----------     ----------      ----------     ------------    ------------
<S>                                     <C>             <C>             <C>             <C>            <C>            <C>
Net income (loss)                          $1,427          $4,758          $(765)         $3,993          $(455)          $4,965

Non-cash adjustments to reconcile
net income (loss) to net cash
provided by operating activities, net      (3,003)          6,373          4,113          10,486            455            7,938
Changes in assets and liabilities,
net of effect of acquired companies        10,547         (10,233)         1,161          (9,072)           -              1,475
                                        -------------------------------------------------------------------------------------------
Net cash provided by operating
activities                                  8,971             898          4,509           5,407            -             14,378
Cash flows from investing
activities:
  Collections on notes receivable               7            -               -               -              -                  7
  Capital expenditures                        (21)         (2,905)        (3,766)         (6,671)           -             (6,692)
  Proceeds from the sale of
    Corsearch                              20,000            -               -               -              -             20,000
  Payments for acquisitions,
    net of cash acquired                  (20,461)           -               -               -              -            (20,461)
  Equity investments                          828            -               -               -              -                828
  Payments on deferred
    contract liabilities                     (151)           -               -               -              -               (151)
                                        -------------------------------------------------------------------------------------------
Net cash provided by (used in)
investing activities                          202          (2,905)        (3,766)         (6,671)           -             (6,469)
Cash flows from financing
activities:
  Principal payments
    of long-term debt                      (2,215)           -               -               -              -             (2,215)
  Borrowings under long-term debt             590            -               -               -              -                590
  Borrowing under bank line of
    credit                                 20,000            -               -               -              -             20,000
  Minority interest                         2,000            -               -               -              -              2,000
                                        -------------------------------------------------------------------------------------------
Net cash provided by financing
activities                                 20,375            -               -               -              -             20,375
                                        -------------------------------------------------------------------------------------------
Net increase (decrease) in
cash and cash equivalents                  29,548          (2,007)           743          (1,264)           -             28,284
Cash and cash equivalents at
beginning of year                           1,078           2,339            461           2,800            -              3,878
                                        -------------------------------------------------------------------------------------------
Cash and cash equivalents at end
of year                                   $30,626            $332         $1,204          $1,536           $-            $32,162
                                        ===========================================================================================
</TABLE>





                                      F-24-
<PAGE>


6.     INCOME TAXES

       The provision for income tax (benefit) expense is comprised of the
following:

<TABLE>
<CAPTION>
                                               Year Ended December 31,
                                        2001             2000            1999
                                        ----             ----            ----
                                                   (In thousands)
                  <S>                  <C>             <C>              <C>
                  Current:
                     Federal           $  248           $2,290          $1,407
                     State                226              296             122
                     Foreign             (100)               -             107
                                       ------           ------          ------
                                          374            2,586           1,636
                                       ------           ------          ------

                  Deferred:
                     Federal            2,010           (3,750)          1,176
                     State                512              715             132
                                       ------           ------          ------
                                        2,522           (3,035)          1,308
                                       ------           ------          ------

                                       $2,896           $ (449)         $2,944
                                       ======           ======          ======
</TABLE>

       The reconciliation of income tax computed at the federal statutory rate
       (34%) to income tax expense is as follows:

<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                                      2001          2000         1999
                                                                      ----          ----         ----
                                                                               (In thousands)
      <S>                                                          <C>            <C>        <C>
      Income tax (benefit) expense at statutory rates               $(1,919)      $(1,810)     $ 2,808

      Minority share of LLC earnings                                  3,501         1,755         (155)
      Minority interest in TISI Holdings                                 51             -            -
      Amortization of acquired assets not deductible for
        income tax purposes                                             769           573          410
      State income taxes                                                487           674          168
      Reduction in previously provided taxes related
        to settlement of tax examination                                  -        (1,186)           -
      Sale of subsidiary                                                  -             -         (510)
      Reversal of accruals                                                -          (217)           -
      Other                                                               7          (238)         223
                                                                    -------       -------     --------

                                                                    $ 2,896       $  (449)     $ 2,944
                                                                    =======       =======      =======
</TABLE>




                                      F-25-
<PAGE>


       Significant components of deferred tax assets and liabilities are as
follows:

<TABLE>
<CAPTION>
                                                                               December 31,
                                                                            2001          2000
                                                                            ----          ----
                                                                             (In thousands)
       <S>                                                                <C>            <C>
       Deferred tax assets:
          Deductions recognized in different accounting periods for
              income tax purposes                                         $   454        $    -
          Deferred severance benefits payable                                 254           481
          Write down of assets                                                  -         2,058
          Accrued expenses deductible when paid                               466           335
          Net operating loss carryforwards                                    448           658
                                                                            -----        ------
                                                                            1,622         3,532
       Deferred tax liabilities:
          Fixed asset basis difference                                     (4,412)       (2,119)
          Deductions recognized in different accounting periods              (145)       (1,125)
                                                                           ------        ------

       Net deferred tax (liabilities) assets                              $(2,935)       $  288
                                                                          =======        ======
</TABLE>

       In 2001, the Company also recorded approximately $700,000 of deferred tax
       liability related to certain amortizable intangible assets acquired in
       the USMA acquisition. This amount increased goodwill.

       In 2000, the Company was notified that the examination of its 1995, 1996,
       and 1997 Federal income tax returns was favorably concluded. Accordingly,
       the Company reversed $1.2 million of liability previously accrued in
       connection therewith.

       At December 31, 2001, the Company had no net operating loss ("NOL")
       carryforwards for federal income tax purposes. The Company has state
       NOL's available of approximately $11.3 million, which, expire at various
       dates beginning in 2009 through 2012.

       A valuation allowance is required when it is more likely than not that
       all or a portion of the deferred tax assets will not be realized. The
       ultimate realization of the deferred tax assets is dependent upon future
       profitability. Based upon the favorable ruling in 2000 for prior years
       Federal tax positions, historical taxable income trends and projections
       for future taxable income over the periods which the items giving rise to
       deferred tax assets are deductible, management believes it is more likely
       than not that the Company will realize the benefits of the net deferred
       tax assets, at December 31, 2001.

7.     CAPITAL STOCK

       STOCK OPTIONS

       The Company did not grant any options during 2001, 2000, and 1999.
       ExpoExchange issued unit options in 2000. The Company never granted any
       stock appreciation rights. In 1997, the Company terminated all stock
       option plans, except for the Company's 1994 Incentive Stock Plan, under
       which one individual was granted options exercisable into 16,750 shares
       of common stock (1,675 shares after giving effect to a 10-for-1 reverse
       stock split effected in 1998) were granted. The plan will survive solely
       with respect to such options and no further options are outstanding, or
       will be granted, under such plan.

       The Company has adopted the disclosure-only provision of Statement of
       Financial Accounting Standards No. 123, "Accounting for Stock - Based
       Compensation" (SFAS No. 123). SFAS No. 123


                                      F-26-
<PAGE>

       established financial accounting and reporting standards for stock-based
       compensation plans and to transactions in which an entity issues its
       equity instruments to acquire goods and services from non-employees.

       STOCK APPRECIATION PLAN

       The Company has established a Key Executive Equity Appreciation Plan
       ("Stock Appreciation Plan") for certain executives of the Company.
       Pursuant to the Stock Appreciation Plan, executives can be awarded Equity
       Appreciation Units ("Units") which constitute a "phantom" equity interest
       in any appreciation in the value of the equity of the Company above the
       $59.6 million originally invested by VS&A-TOIC and Fir Tree in the
       Company and Holdings LLC payable only in the event of a change in
       control, as defined, or termination event, as defined. The Units vest
       ratably over either 3 or 5 years, provided the executive remains an
       employee of the Company and the annual EBITDA target, as defined, for the
       Company is achieved (or, if not achieved, that 110% of the annual EBITDA
       target for the next year is achieved). The maximum number of Units
       issuable under the Stock Appreciation Plan constitutes approximately
       12.5% of the common equity interests of the Company.

       Certain executives were issued Units in 1998, under the Stock
       Appreciation Plan, which constitute approximately 9.2% of the common
       equity interest of the Company. During June 2000 the value of units held
       by certain executives of ExpoExchange were frozen in connection with
       establishment of the Unit Option Plan described below. Compensation
       expense associated with these Units, as well as future Units, will be
       recorded once a change in control or termination event, as defined, are
       deemed to be probable.

       UNIT OPTION PLAN

       In June 2000, ExpoExchange established a Unit Option Plan (the" Plan"),
       which provides for the grant of options to employees to purchase up to
       3,333,333 Series C Units (the "C Units") of equity interest in
       ExpoExchange. The options expire 10 years from the date of grant and
       their exercise price shall be no less than 100% of the fair value of the
       C Units at the time of the grant. These options may be exercised upon the
       earlier of (a) change of control, as defined; (b) registration of the C
       Units under the Securities Exchange Act of 1933; and (c) seven years from
       the date of grant.

       During 2000, the Company granted 2,897,333 options to employees with an
       exercise price of $4.89 per unit, the fair value of the units at the time
       of grant, and vesting period over three years commencing on the first
       anniversary in June 2001. A summary of ExpoExchange unit option activity
       and weighted average exercise price is as follows:

                                                             Weighted average
                                              Options         exercise price
                                              -------         --------------
       Balance at December 31, 1999              -                    -
       Granted                               2,897,333            $4.89
       Cancelled                                 -                    -
       Exercised                                 -                    -
                                             ---------            -----
       Balance at December 31, 2000          2,897,333            $4.89
                                             =========            =====
       Granted                                   -                    -
       Cancelled                                 -                    -
       Exercised                                 -                    -
                                             ---------            -----
       Balance at December 31, 2001          2,897,333            $4.89
                                             =========            =====

       Exercisable at December 31,2001           -                    -
                                             =========            =====



                                      F-27-
<PAGE>



       Available for grant at December 31,2001       436,000
                                                     =======


       The following table summarizes information about unit options outstanding
       and exercisable at December 31, 2001:

<TABLE>
<CAPTION>
                                      Options outstanding                  Options exercisable
                                   --------------------------          ---------------------------
                                   Weighted          Weighted                             Weighted
                                   average           average                              average
       Exercise                    remaining         exercise          Number             exercise
       price       Options         contract life     price             outstanding        price
       -----       -------         -------------     --------          -----------        -----
       <S>        <C>              <C>               <C>               <C>                <C>
       $4.89      2,897,333          8.42 yrs.       $4.89                 -0-            $   -
       =====      =========          =========       =====             ============       =====
</TABLE>

       ExpoExchange applies APB No.25 and related interpretations in accounting
       for its unit option grants to employees. Accordingly, no compensation
       expense has been recognized, as the fair value of ExpoExchange Units on
       the grant date equaled the exercise price of the options granted. Had the
       compensation cost for ExpoExchange unit option grants been determined
       based on the fair value at the grant date for options consistent with the
       provisions of SFAS No. 123, the Company's net income would have been as
       follows for the years ended December 31, 2001 and 2000.

       Net income (loss):           2001             2000
                                    ----             ----
       As reported                 $1,620            $286
                                   ======            ====
       Pro forma                     $500           $(366)
                                     ====           ======

       The per unit weighted average fair value of unit options granted during
       2000 was $1.16 per unit. The fair value of each option grant was
       estimated on the date of grant using the Black-Scholes option pricing
       model with the following weighted average assumptions used for grants in
       2000: dividend yield of zero percent, risk-free interest rate of 5.50%,
       expected volatility of zero percent and expected life of five years.

       Subsequent to December 31, 2001, outstanding options under the Unit
       Option Plan were cancelled in exchange for reinstatement of full value
       under the Stock Appreciation Plan.

       STOCKHOLDERS AGREEMENT

       VS&A-TOIC and Fir Tree (each a "Stockholder") and the Company are parties
       to a Stockholders Agreement (the "Agreement"), dated October 9, 1997,
       with respect to the management of the Company and their ownership of
       shares of the common stock. The Agreement terminates at the earlier of an
       underwritten initial public offering of common stock or ten years.

       The Agreement provides that the Board of Directors be determined based on
       the ownership percentages of VS&A-TOIC and Fir Tree which is 64.4% and
       35.6%, respectively. The Agreement provides that certain actions require
       approval by a majority of the Fir Tree designees on the board and that at
       any time after October 9, 2002, Fir Tree has the right to force the sale
       of the Company or its assets and the Stockholders are required to sell
       their shares or vote in favor of a sale.


                                      F-28-
<PAGE>

8.     COMMITMENTS AND CONTINGENCIES

       Operating lease agreements of the Company are principally for office
       facilities and equipment and expire at various dates through 2006. Rent
       expense in 2001, 2000, and 1999 under operating leases was approximately
       $2.0 million, $2.0 million and $2.3 million, respectively.

       As of December 31, 2001, future minimum lease payments are as follows:

                       Year Ending
                       December 31,
                       -------------               (In thousands)

                           2002                       $  2,722
                           2003                          2,698
                           2004                          2,154
                           2005                          1,871
                           2006                            946
                        Thereafter                           -
                                                      --------
                                                      $ 10,391
                                                      ========

       The Company is a defendant in certain litigation arising out of
       operations in the normal course of business. However, it is the opinion
       of management that the ultimate liabilities relating thereto, if any,
       will not have a material adverse effect on the financial position or
       results of operations of the Company.

       Under terms of the Stockholders Agreement dated March 15, 2000, in the
       absence of certain transactions by March 15, 2003 as defined in the
       Stockholders Agreement, the minority stockholders of TISI have the
       right to sell all or a portion of their 2,400 shares of Class B stock
       back to TISI for $1,000 each. Concurrently, TISI has the right to
       purchase all or a portion of the Class B shares for $2,000 each.

9.     RELATED PARTY TRANSACTIONS

       In 1999, VSS was paid a monitoring fee of $90,000 and fees of $534,000 in
       connection with advisory services provided to the Company with respect to
       the acquisitions of ITS and RSI and the disposition of Corsearch. In
       2000, VSS was paid a monitoring fee of $90,000 and fees of $670,000 in
       connection with advisory services provided to the Company with respect to
       the acquisitions of STA, USMA and EES. In 2001, VSS was paid a monitoring
       fee of $90,000 and a fee of $24,750 in connection with the acquisition of
       Casino Journal Publishing Group. Approximately 18% of both such fees were
       shared with Fir Tree pursuant to the Agreement. These costs are included
       in the accompanying consolidated statements of operations. At December
       31, 2001, the Company had a $75,000 loan outstanding from VS&A-TOIC for
       payment of tax withholdings in connection with distributions of income to
       a member of VS&A-TOIC that is a foreign entity.







                                      F-29-
<PAGE>


10.    BUSINESS SEGMENT INFORMATION

       Operations of the Company are conducted primarily through two business
       segments primarily within the continental United States. These segments
       and the primary operations of each are as follows:

       BUSINESS-TO-BUSINESS COMMUNICATIONS

       Atwood is a publisher of various convention/trade show publications and
       trade journals. ExpoExchange is a provider of registration housing,
       travel, exhibitor marketing and information services all to the
       exposition industry and GEM is the owner of several trade shows and the
       publisher of several trade magazines and newsletters catering to the
       legalized gaming industry.

       INFORMATION SERVICES

       TISI is a provider of pre-employment screening information including
       motor vehicle reports, truck driver employment information, worker's
       compensation information, credit reports, criminal record reports and
       other pre-employment screening information and services to the trucking
       and other industries and motor vehicle reports to the insurance industry.
       Corsearch a provider of trademark research and information services,
       using both proprietary and public databases was sold in November 1999.

       Operating profit is net revenues less applicable operating expenses and
       segment general and administrative expenses. Corporate general and
       administrative expenses are allocated to each segment in proportion to
       each segment's net revenue.

       Identifiable assets by segment are those assets that are used in the
       operations of each segment. Corporate assets consist principally of cash
       and cash equivalents, notes receivable, prepaid expenses and corporate
       furniture, fixtures and equipment. Capital expenditures include additions
       to property, plant and equipment, goodwill and truck driver employment
       information files.

       During 2001, 2000 and 1999, no customer represented ten percent or more
       of the Company's revenue or operating profit.








                                      F-30-
<PAGE>


       Summarized financial information by industry segment is as follows:

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                                              2001            2000           1999
                                                              ----            ----           ----
                                                                         (In thousands)
<S>                                                        <C>           <C>             <C>
NET REVENUES FROM SALES TO UNAFFILIATED CUSTOMERS:
    Business to Business Communications                       $71,688        $79,208        $65,877
    Information Services                                       59,236         57,474         41,832
                                                               ------         ------         ------
                                                            $ 130,924      $ 136,682      $ 107,709
                                                            =========      =========      =========
OPERATING INCOME (LOSS):
    Business to Business Communications                       $(2,636)        $1,503         $6,762
    Information Services                                       12,304         11,389          8,400
                                                            ---------      ---------      ---------
    Operating profit from segments                              9,668         12,892         15,162
    Interest and other income                                      47            939             84
    Corporate expenses, net                                    (2,933)        (2,997)          (932)
    Write down of investment                                        -         (4,518)             -
    (Loss) gain on sale of investment                             (95)           (59)         4,842
    Interest expense                                          (12,284)       (11,580)       (10,792)
                                                            ----------     ----------     ---------
    (Loss) income before income taxes                       $  (5,597)     $  (5,323)     $   8,364
                                                            ==========     ==========     =========
IDENTIFIABLE ASSETS AT DECEMBER 31:
    Business to Business Communications                     $  58,450      $  79,799      $  48,928
    Information Services                                       72,658         71,985         34,830
    Corporate                                                   8,477          5,554         38,372
                                                            ---------      ---------      ---------
                                                            $ 139,585      $ 157,338      $ 122,130
                                                            =========      =========      =========
DEPRECIATION AND AMORTIZATION:
    Business to Business Communications                     $  16,793      $  13,647      $   6,373
    Information Services                                        7,700          5,632          4,113
    Corporate                                                     477            438            512
                                                            ---------      ---------      ---------
                                                            $  24,970      $  19,717      $  10,998
                                                            =========      =========      =========
CAPITAL EXPENDITURES:
    Business to Business Communications                     $   5,080      $   4,751      $   3,476
    Information Services                                        4,763          2,784          3,139
    Corporate                                                      19             35             77
                                                            ---------      ---------      ---------
                                                            $   9,862      $   7,570      $   6,692
                                                            =========      =========      =========
</TABLE>


       FOREIGN SALES

       The Company's net revenues for 2001, 2000, and 1999 to customers outside
       the U.S. and Canada were approximately $ 3.6 million, $4.1 million, and
       $8.1 million, respectively, representing 2.7%, 3.0%, and 7.5% of net
       revenues, respectively. All of such net revenues are attributable to
       Business-to-Business Communications.





                                      F-31-
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Date:   March 19, 2002


                                       THE OFFICIAL INFORMATION COMPANY


                                       By /s/ Ian L.M. Thomas
                                          -------------------------------------
                                          IAN L. M. THOMAS
                                          PRESIDENT AND 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 the registrant on March
19, 2002 and in the capacities indicated.


<TABLE>
<CAPTION>
SIGNATURE                                           TITLE
<S>                                                 <C>

/s/ John S. Suhler                                  Chairman of the Board and Director
--------------------------------
        (John S. Suhler)


/s/  Ian L.M. Thomas                                President, Chief Executive Officer and Director
--------------------------------
        (Ian L.M. Thomas)


/s/ Steven J. Hunt                                  Chief Financial Officer and Treasurer
--------------------------------
        (Steven J. Hunt)



/s/ John J. Veronis                                 Director
--------------------------------
        (John J. Veronis)


</TABLE>




                                      F-32-
<PAGE>


/s/ Jeffrey T. Stevenson                            Director
-----------------------------------
         (Jeffrey T. Stevenson)



/s/ Scott Troeller                                  Director
-----------------------------------
         (Scott Troeller)



/s/ Jeffrey Tannenbaum                              Director
-----------------------------------
         (Jeffrey Tannenbaum)



/s/ John Rolfe                                      Director
-----------------------------------
         (John Rolfe)








                                      F-33-