##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 OR
 o
    
    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 000-50698
 GREENFIELD ONLINE, INC.
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    06-1440369
(I.R.S. Employer Identification No.)
 21 River Road, Wilton, CT 06897
 : (203) 834-8585
  
  þ o
 o þ
 o þ




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GREENFIELD ONLINE, INC.
 FORM 10-Q
TABLE OF CONTENTS
 PagePart
I
    
    Financial InformationItem 1.
    
    Financial StatementsConsolidated Balance Sheets at September 30, 2005 (unaudited) and December 31, 2004
    
    1Unaudited Consolidated Statements of Income for the three months and nine months ended September 30, 2005 and 2004
    
    2Unaudited Consolidated Statements of Changes in Stockholders Equity for the nine months ended September 30, 2005
    
    3Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004
    
    4Notes to Unaudited Consolidated Financial Statements
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    19Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    37Item 4.
    
    Controls and Procedures
    
    37Part II.
    
    
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    38Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    38Item 3
    
    Defaults Upon Senior Securities
    
    38Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    38Item 5.
    
    Other Information
    
    38Item 6.
    
    Exhibits
    
    38Signatures
    
    
    
    39Exhibit Index
    
    
    
    40EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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##### Table of Contents



GREENFIELD ONLINE, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands, except share data)
 September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    21,393
    
    
    $
    96,082Investments in marketable securities
    
    
    
    
    
    
    17,400Accounts receivable trade (net of allowances
of $1,515 and $429 at September 30, 2005 and
December 31, 2004, respectively)
    
    
    17,828
    
    
    
    10,537Prepaid expenses and other current assets
    
    
    1,852
    
    
    
    1,245Deferred tax assets, current
    
    
    2,493
    
    
    
    Total current assets
    
    
    43,566
    
    
    
    125,264Restricted cash, long-term
    
    
    10,005
    
    
    
    Property and equipment, net
    
    
    9,673
    
    
    
    5,611Other intangible assets, net
    
    
    22,502
    
    
    
    3,647Goodwill
    
    
    159,152
    
    
    
    Deferred tax assets, long-term
    
    
    22,199
    
    
    
    Security deposits and other long term assets
    
    
    1,332
    
    
    
    784Total assets
    
    $
    268,429
    
    
    $
    135,306LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,984
    
    
    $
    2,868Accrued expenses and other current liabilities
    
    
    12,447
    
    
    
    5,802Income taxes payable
    
    
    3,266
    
    
    
    90Current portion of long term debt
    
    
    4,533
    
    
    
    Current portion of capital lease obligations
    
    
    1,840
    
    
    
    1,253Deferred revenue
    
    
    363
    
    
    
    225Total current liabilities
    
    
    25,433
    
    
    
    10,238Long term debt
    
    
    11,398
    
    
    
    Capital lease obligations
    
    
    1,903
    
    
    
    1,877Deferred tax liabilities, long-term
    
    
    6,109
    
    
    
    Other long-term liabilities
    
    
    91
    
    
    
    113Total liabilities
    
    
    44,934
    
    
    
    12,228Commitments and contingenciesStockholders
equity:Common stock; par value $0.0001 per share;
100,000,000 shares authorized; 25,303,088 and
21,001,103 shares issued and outstanding at
September 30, 2005 and December 31, 2004,
respectively
    
    
    3
    
    
    
    2Additional paid-in capital
    
    
    288,506
    
    
    
    204,635Accumulated deficit
    
    
    (55,528
    )
    
    
    (78,671
    )Unearned stock-based compensation
    
    
    (1,478
    )
    
    
    (2,757
    )Accumulated other comprehensive loss
    
    
    (7,877
    )
    
    
    Treasury
stock, at cost:Common stock; 9,643 shares at September 30,
2005 and December 31, 2004, respectively
    
    
    (131
    )
    
    
    (131
    )Total stockholders equity
    
    
    223,495
    
    
    
    123,078Total liabilities and stockholders equity
    
    $
    268,429
    
    
    $
    135,306
  1




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##### Table of Contents



GREENFIELD ONLINE, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (Dollars in thousands, except per share data)
 (Unaudited)
 Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net revenue
    
    $
    23,146
    
    
    $
    12,015
    
    
    $
    64,680
    
    
    $
    30,867Cost of revenue
    
    
    6,714
    
    
    
    2,515
    
    
    
    18,301
    
    
    
    7,508Gross profit
    
    
    16,432
    
    
    
    9,500
    
    
    
    46,379
    
    
    
    23,359Operating expenses:Selling, general and administrative
    
    
    11,819
    
    
    
    5,884
    
    
    
    29,691
    
    
    
    15,247Panel acquisition expenses
    
    
    1,035
    
    
    
    599
    
    
    
    2,322
    
    
    
    1,771Depreciation and amortization
    
    
    1,901
    
    
    
    388
    
    
    
    4,704
    
    
    
    851Research and development
    
    
    854
    
    
    
    308
    
    
    
    1,770
    
    
    
    789Total operating expenses
    
    
    15,609
    
    
    
    7,179
    
    
    
    38,487
    
    
    
    18,658Operating income
    
    
    823
    
    
    
    2,321
    
    
    
    7,892
    
    
    
    4,701Other income (expense):Interest income (expense), net
    
    
    (251
    )
    
    
    36
    
    
    
    (29
    )
    
    
    (94
    )Related party interest expense, net
    
    
    
    
    
    
    (1,053
    )
    
    
    
    
    
    
    (1,093
    )Other expense, net
    
    
    (112
    )
    
    
    (10
    )
    
    
    (131
    )
    
    
    (26
    )Total other expense
    
    
    (363
    )
    
    
    (1,027
    )
    
    
    (160
    )
    
    
    (1,213
    )Income before income taxes
    
    
    460
    
    
    
    1,294
    
    
    
    7,732
    
    
    
    3,488Provision (benefit) for income taxes
    
    
    (1,091
    )
    
    
    51
    
    
    
    (15,411
    )
    
    
    193Net income
    
    
    1,551
    
    
    
    1,243
    
    
    
    23,143
    
    
    
    3,295Less: Charge to common
stockholders for Series B convertible     preferred stock
    
    
    
    
    
    
    (28,054
    )
    
    
    
    
    
    
    (28,054
    )Cumulative dividends on Series B convertible preferred stock
    
    
    
    
    
    
    (46
    )
    
    
    
    
    
    
    (382
    )Income allocable to participating preferred securities
    
    
    
    
    
    
    (131
    )
    
    
    
    
    
    
    (1,564
    )Net income
(loss) available to common stockholders
    
    $
    1,551
    
    
    $
    (26,988
    )
    
    $
    23,143
    
    
    $
    (26,705
    )Net income
(loss) per share available to common stockholders:Basic
    
    $
    0.06
    
    
    $
    (1.91
    )
    
    $
    0.97
    
    
    $
    (4.39
    )Diluted
    
    $
    0.06
    
    
    $
    (1.91
    )
    
    $
    0.96
    
    
    $
    (4.39
    )Weighted average shares outstanding:Basic
    
    
    25,292
    
    
    
    14,145
    
    
    
    23,851
    
    
    
    6,084Diluted
    
    
    25,542
    
    
    
    14,969
    
    
    
    24,219
    
    
    
    6,799
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##### Table of Contents



GREENFIELD ONLINE, INC.
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 (Dollars and shares in thousands)
 (Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    Unearned
    
    
    
    
    Other
    TotalCommon Stock
    Paid-In
    Treasury Stock
    Stock Based
    Accumulated
Comprehensive
    Stockholders
    ComprehensiveShares
    Amount
    Capital
    Shares
    Amount
    Compensation
    Deficit
    Income (loss)
    Equity
    IncomeBalance at December 31, 2004
    
    
    21,001
    
    
    $
    2
    
    
    $
    204,635
    
    
    
    9
    
    
    $
    (131
    )
    
    $
    (2,757
    )
    
    $
    (78,671
    )
    
    $
    
    
    
    $
    123,078Nine months ended September 30, 2005:Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,143
    
    
    
    
    
    
    
    23,143
    
    
    $
    23,143Issuance of shares related to the Employee Stock Purchase Plan
    
    
    12
    
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149
    
    
    
    Exercise of warrants
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of stock options
    
    
    98
    
    
    
    
    
    
    
    244
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    244
    
    
    
    Stock option forfeitures
    
    
    
    
    
    
    
    
    
    
    (601
    )
    
    
    
    
    
    
    
    
    
    
    601
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares purchased by the executive officers of Rapidata.net
    
    
    32
    
    
    
    
    
    
    
    600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600
    
    
    
    Shares purchased by the executive officers of Zing Wireless
    
    
    196
    
    
    
    
    
    
    
    3,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,600
    
    
    
    Shares issued in connection with acquisition of Ciao
    
    
    3,947
    
    
    
    1
    
    
    
    79,697
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,698
    
    
    
    Translation adjustments, net of related income tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,877
    )
    
    
    (7,877
    )
    
    
    (7,877
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,266Adjustment to fees paid related to stock issuance
    
    
    
    
    
    
    
    
    
    
    155
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155Contribution to capital
    
    
    
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27Amortization
of unearned stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    678
    
    
    
    
    
    
    
    
    
    
    
    678Balance at September 30, 2005
    
    
    25,303
    
    
    $
    3
    
    
    $
    288,506
    
    
    
    9
    
    
    $
    (131
    )
    
    $
    (1,478
    )
    
    $
    (55,528
    )
    
    $
    (7,877
    )
    
    $
    223,495
  3




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##### Table of Contents



GREENFIELD ONLINE, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in thousands)
 (Unaudited)
 Nine MonthsSeptember 30,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    23,143
    
    
    $
    3,295Adjustments to reconcile net income to net cash provided by operating activities:Deferred income tax benefit
    
    
    (17,211
    )
    
    
    Depreciation and amortization
    
    
    6,635
    
    
    
    1,126Amortization of contract asset
    
    
    
    
    
    
    17Amortization
of stock-based compensation
    
    
    678
    
    
    
    1,098Non-cash interest expense
    
    
    
    
    
    
    1,093Loss on sale of property and equipment
    
    
    19
    
    
    
    1Provision for doubtful accounts and other sales allowances
    
    
    313
    
    
    
    60Changes in assets and liabilities, net:Accounts receivable
    
    
    247
    
    
    
    (4,229
    )Deferred project costs
    
    
    (67
    )
    
    
    (74
    )Other current assets
    
    
    (5
    )
    
    
    (806
    )Security deposits
    
    
    108
    
    
    
    (256
    )Other assets
    
    
    (490
    )
    
    
    (34
    )Accounts payable
    
    
    (1,095
    )
    
    
    975Accrued expenses and other current liabilities
    
    
    2,769
    
    
    
    (153
    )Income taxes payable
    
    
    968
    
    
    
    (9
    )Other, net
    
    
    44
    
    
    
    Deferred revenue
    
    
    99
    
    
    
    (23
    )Net cash provided by operating activities
    
    
    16,155
    
    
    
    2,081Cash flows from investing activities:Purchases of marketable securities
    
    
    (8,249
    )
    
    
    Sales of marketable securities
    
    
    25,649
    
    
    
    Proceeds from sale of property and equipment
    
    
    
    
    
    
    2Purchases of businesses, net of cash acquired
    
    
    (113,645
    )
    
    
    Additions to property and equipment and intangibles
    
    
    (3,693
    )
    
    
    (1,180
    )Net cash used in investing activities
    
    
    (99,938
    )
    
    
    (1,178
    )Cash flows from financing activities:Proceeds from borrowings under credit facility
    
    
    18,848
    
    
    
    1,000Repayments under credit facility
    
    
    (2,917
    )
    
    
    (1,000
    )Other long-term liabilities
    
    
    (31
    )
    
    
    (61
    )Proceeds of options exercised
    
    
    244
    
    
    
    3Proceeds of employee stock purchase plan
    
    
    84
    
    
    
    Contribution to capital
    
    
    27
    
    
    
    Net proceeds from issuance of common stock
    
    
    4,200
    
    
    
    Net proceeds from initial public offering
    
    
    
    
    
    
    46,310Payment of Series C-2 liquidation preference
    
    
    
    
    
    
    (2,052
    )Payment of Series B dividend liquidation preference
    
    
    
    
    
    
    (9,496
    )Principal payments under capital lease obligations
    
    
    (1,119
    )
    
    
    (897
    )Net cash provided by financing activities
    
    
    19,336
    
    
    
    33,807Effect of exchange rate changes
    
    
    (237
    )
    
    
    Net (decrease) increase in cash and cash equivalents
    
    
    (64,684
    )
    
    
    34,710Cash, restricted cash and cash equivalents at beginning of the period
    
    
    96,082
    
    
    
    3,721Cash, restricted cash and cash equivalents at end of the period
    
    $
    31,398
    
    
    $
    38,431Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    842
    
    
    $
    219Income taxes
    
    
    823
    
    
    
    251Supplemental Schedule of Non-cash Investing and Financing Activities:Purchase of equipment and internal use software financed through capital lease
obligations
    
    $
    1,532
    
    
    $
    1,352Issuance of common stock for business acquisition
    
    
    79,697
    
    
    
    Repossession of shares in payment of note receivable from officer
    
    
    
    
    
    
    169Cumulative dividends on Series B convertible preferred stock
    
    
    
    
    
    
    382
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GREENFIELD ONLINE, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1 Basis of presentation:
    Follow-on Public Offering.
 Reclassifications.
 Note 2  Summary of significant accounting policies:
  Cash, restricted cash and cash equivalents.
 Investments in Marketable Securities.
 5




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##### Table of Contents



Fair Value
    
    
    Fair ValueSeptember 30,
    
    
    December 31,Investment Type
    
    2005
    
    
    2004U.S. State debt obligations
    
    $
    
    
    
    $
    14,500Other debt securities
    
    
    
    
    
    
    2,900Fair value
    
    $
    
    
    
    $
    17,400
 Panelist Incentives.
 Comprehensive
income (loss).
 Foreign Currency Translation.
 Income Taxes.
 Concentration of Credit Risk.
 6




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##### Table of Contents



Goodwill.
 Goodwill
    
    Rapidata
    
    
    goZing
    
    
    Ciao
    
    
    TotalBalance as of December 31, 2004
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Goodwill associated with the acquisitions*
    
    
    5,050
    
    
    
    26,179
    
    
    
    136,694
    
    
    
    167,923Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    (8,771
    )
    
    
    (8,771
    )Balance as of September 30, 2005
    
    $
    5,050
    
    
    $
    26,179
    
    
    $
    127,923
    
    
    $
    159,152
 
 *
    
    Goodwill associated with the Rapidata.net, Inc. (Rapidata), and Ciao acquisitions has been
adjusted by $85,000 and $69,000, respectively, as a result of certain post-closing adjustments of
the net assets acquired from Rapidata and Ciao. Stock-Based Compensation.
 Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Accounting for Stock-Based
Compensation, Transition and Disclosure, an amendment of SFAS 123
 Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income as reported
    
    $
    1,551
    
    
    $
    1,243
    
    
    $
    23,143
    
    
    $
    3,295Add: Stock-based employee compensation expense included in net
income as reported
    
    
    202
    
    
    
    251
    
    
    
    678
    
    
    
    1,098Deduct: Total stock-based employee compensation expense
determined under the fair value method for all awards, net of
related tax effects
    
    
    (1,012
    )
    
    
    (1,888
    )
    
    
    (2,091
    )
    
    
    (3,099
    )Pro forma net income (loss)
    
    
    741
    
    
    
    (394
    )
    
    
    21,730
    
    
    
    1,294Less: Charge to common stockholders for Series B convertible
preferred stock
    
    
    
    
    
    
    (28,054
    )
    
    
    
    
    
    
    (28,054
    )Cumulative dividends on Series B convertible preferred stock
    
    
    
    
    
    
    (46
    )
    
    
    
    
    
    
    (382
    )Income allocable to participating preferred securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,129
    )Pro forma net income (loss) available to common stockholders
    
    $
    741
    
    
    $
    (28,494
    )
    
    $
    21,730
    
    
    $
    (28,271
    )
 7




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##### Table of Contents



Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income (loss) per share as reported:Basic
    
    $
    0.06
    
    
    $
    (1.91
    )
    
    $
    0.97
    
    
    $
    (4.39
    )Diluted
    
    $
    0.06
    
    
    $
    (1.91
    )
    
    $
    0.96
    
    
    $
    (4.39
    )Pro forma
income (loss) per share:Basic
    
    $
    0.03
    
    
    $
    (2.01
    )
    
    $
    0.91
    
    
    $
    (4.65
    )Diluted
    
    $
    0.03
    
    
    $
    (2.01
    )
    
    $
    0.90
    
    
    $
    (4.65
    )
 Recently Issued Accounting Pronouncements
 Share
Based Payments.
    8




---



##### Table of Contents



Note 3  Prepaid expenses and other current assets:
  September 30,
    
    
    December 31,2005
    
    
    2004Prepaid expenses
    
    $
    425
    
    
    $
    232Prepaid insurance
    
    
    699
    
    
    
    367Prepaid maintenance contracts
    
    
    224
    
    
    
    114Prepaid rent
    
    
    126
    
    
    
    10Other non-trade receivables
    
    
    
    
    
    
    56Deferred project costs
    
    
    194
    
    
    
    92Other
    
    
    184
    
    
    
    374$
    1,852
    
    
    $
    1,245
 Note 4  Property and equipment, net:
  EstimatedUseful
    
    September 30,
    
    
    December 31,Life-Years
    
    2005
    
    
    2004Computer and data processing equipment
    
    2  4
    
    $
    14,017
    
    
    $
    8,498Leasehold improvements
    
    2  5 *
    
    
    1,818
    
    
    
    1,505Furniture and fixtures
    
    2-8
    
    
    2,057
    
    
    
    1,732Telephone systems
    
    4-5
    
    
    892
    
    
    
    606Automobile(s)
    
    4
    
    
    99
    
    
    
    8818,883
    
    
    
    12,429Less: Accumulated depreciation
    
    
    
    
    (9,210
    )
    
    
    (6,818
    )Property and equipment, net
    
    
    
    $
    9,673
    
    
    $
    5,611
 
 *
    
    Lesser of the estimated life of the asset or the life of the underlying lease.   September 30,
    
    
    December 31,2005
    
    
    2004Computer and data processing equipment
    
    $
    6,581
    
    
    $
    5,066Leasehold improvements
    
    
    30
    
    
    
    30Furniture and fixtures
    
    
    1,298
    
    
    
    1,232Telephone
systems
    
    
    873
    
    
    
    594Automobile
    
    
    58
    
    
    
    588,840
    
    
    
    6,980Less: Accumulated depreciation
    
    
    (4,803
    )
    
    
    (3,639
    )Assets under capital leases, net
    
    $
    4,037
    
    
    $
    3,341
 9




---



##### Table of Contents



Note 5  Other intangible assets, net:
  EstimatedUseful
    
    
    September 30,
    
    
    December 31,Life-Years
    
    
    2005
    
    
    2004Internal use software
    
    
    0.42 - 2
    
    
    $
    2,485
    
    
    $
    2,317Other software acquired
    
    
    0.42 - 2
    
    
    
    617
    
    
    
    Panel members
    
    
    4  8
    
    
    
    6,835
    
    
    
    2,849Backlog
    
    
    0.25
    
    
    
    423
    
    
    
    Affiliate network
    
    
    3
    
    
    
    347
    
    
    
    Customer relationships
    
    
    5
    
    
    
    8,105
    
    
    
    Non-competition agreements
    
    
    2.75-3
    
    
    
    2,800
    
    
    
    Domain names and service marks
    
    
    1 - 10
    
    
    
    6,647
    
    
    
    34028,259
    
    
    
    5,506Less: Accumulated amortization
    
    
    
    
    
    
    (5,757
    )
    
    
    (1,859
    )Other intangible assets, net
    
    
    
    
    
    $
    22,502
    
    
    $
    3,647
   September 30, 2005GrossCarrying
    
    
    AccumulatedAmount
    
    
    AmortizationInternal use software
    
    $
    2,485
    
    
    $
    2,025Other intangible assets
    
    
    25,774
    
    
    
    3,732Total intangible assets
    
    $
    28,259
    
    
    $
    5,757
   AmountFor the remaining three months ending December 31, 2005
    
    $
    1,595For the calendar year ending December 31, 2006
    
    
    6,141For the calendar year ending December 31, 2007
    
    
    5,750For the calendar year ending December 31, 2008
    
    
    4,389For the calendar year ending December 31, 2009
    
    
    3,497For the calendar year ending December 31, 2010
    
    
    894
 Note 6  Acquisition of businesses:
  10




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##### Table of Contents



   
  11




---



##### Table of Contents



goZing
    
    
    CiaoFebruary 8,
    
    
    April 6,2005
    
    
    2005Cash
    
    $
    833
    
    
    $
    1,775Trade receivables
    
    
    2,150
    
    
    
    5,602Other current assets
    
    
    91
    
    
    
    647Property and equipment
    
    
    276
    
    
    
    1,602Other intangible assets
    
    
    4,549
    
    
    
    18,683Deferred tax asset
    
    
    
    
    
    
    6,060Goodwill
    
    
    26,179
    
    
    
    136,694Total assets acquired
    
    
    34,078
    
    
    
    171,063Accounts payable
    
    
    (712
    )
    
    
    (535
    )Accrued expenses
    
    
    (1,274
    )
    
    
    (3,950
    )Other current liabilities
    
    
    (31
    )
    
    
    (1,041
    )Deferred tax liability
    
    
    
    
    
    
    (7,442
    )Long term liabilities
    
    
    (78
    )
    
    
    Net assets acquired
    
    $
    31,983
    
    
    $
    158,095
  Estimated
    
    
    goZing
    
    
    Estimated
    
    CiaoUseful
    
    
    February 8,
    
    
    Useful
    
    April 6,Life-Years
    
    
    2005
    
    
    Life-Years
    
    2005Internal use software
    
    
    0.42
    
    
    $
    159
    
    
    2.0
    
    $
    489Panel members
    
    
    5.0
    
    
    
    2,369
    
    
    4.0
    
    
    1,565Domain names and service marks
    
    
    10.0
    
    
    
    116
    
    
    5.0
    
    
    6,542Customer relationships
    
    
    5.0
    
    
    
    975
    
    
    5.0
    
    
    7,483Non-competition agreements
    
    
    3.0
    
    
    
    459
    
    
    2.75
    
    
    2,340Affiliate network
    
    
    3.0
    
    
    
    347
    
    
    
    
    
    Backlog
    
    
    0.25
    
    
    
    124
    
    
    0.25
    
    
    264Total other intangible assets
    
    
    
    
    
    $
    4,549
    
    
    
    
    $
    18,683
   Actual
    
    Pro Forma
    
    Pro Forma
    
    Pro FormaThree Months Ended
    
    Three Months Ended
    
    Nine Months Ended
    
    Nine Months EndedSeptember 30, 2005
    
    September 30, 2004
    
    September 30, 2005
    
    September 30, 2004Net revenue
    
    $
    23,146
    
    
    $
    21,847
    
    
    $
    72,474
    
    
    $
    55,265Operating income *
    
    
    823
    
    
    
    4,264
    
    
    
    7,677
    
    
    
    8,401Net income **
    
    
    1,551
    
    
    
    2,054
    
    
    
    22,407
    
    
    
    5,653Earnings per share-Basic
    
    
    0.06
    
    
    
    0.08
    
    
    
    0.89
    
    
    
    0.23Earnings per share-Diluted
    
    
    0.06
    
    
    
    0.08
    
    
    
    0.87
    
    
    
    0.22
 12




---



##### Table of Contents



*
    
    Included in pro forma operating income for each of the three and nine month periods is
additional amortization of approximately $1.3 million and $4.5 million, respectively, related to
the increase in fair value of the identifiable intangible assets associated with the acquisition.
Additionally, pro forma operating income was negatively impacted in the nine months ended September
30, 2005 by approximately $308,000 ($257,000 after tax) or $0.01 per share basic and diluted for
legal and consulting fees associated with goZings sale of their business. Certain amounts
included in pro forma operating income are subject to fair value adjustments during the allocation
period, which ends December 31, 2005 for goZing and
March 31, 2006 for Ciao.**
    
    Estimates to the six
months ended June 30, 2005 pro forma tax benefit have been
adjusted to reflect the effects of using statutory rates for the
applicable jurisdictions.
The effect of this adjustment amounted to an increase in the pro
forma tax benefit of $586,000 or $0.02 basic and diluted earnings per share
for the nine months ended September 30, 2005. Note 7  Accrued expenses and other current liabilities:
  September 30,
    
    
    December 31,2005
    
    
    2004Accrued payroll and commissions*
    
    $
    3,362
    
    
    $
    1,439Panelist incentives
    
    
    4,115
    
    
    
    896Accrued panel costs
    
    
    342
    
    
    
    1,076Non-income tax accruals
    
    
    1,178
    
    
    
    391Fees associated with the follow-on public offering
    
    
    
    
    
    
    350Fees associated with the acquisition of Ciao
    
    
    309
    
    
    
    Software license liability
    
    
    23
    
    
    
    269Customer deposits
    
    
    59
    
    
    
    118Accrued audit and tax costs
    
    
    876
    
    
    
    172Outside sample accruals
    
    
    487
    
    
    
    330Other
    
    
    1,696
    
    
    
    761$
    12,447
    
    
    $
    5,802
 
 *
    
    Included in accrued payroll and commissions at September 30,
2005 is approximately $879,000 of accrued severance
costs related to the departure of our former President and Chief Executive Officer, Mr. Dean A.
Wiltse, and approximately $158,000 related to a sign-on bonus for our new President and Chief
Executive Officer, Mr. Albert Angrisani. These accrued amounts include our portion of the
applicable payroll taxes. Mr. Wiltses severance payments will be paid to him over the
next two years ending September 2007 pursuant to the terms of his Separation Agreement. Mr. Angrisanis sign-on
bonus will be paid in January 2006 pursuant to the terms of his
Employment Agreement. The Separation Agreement and the Employment
Agreement are each described in more detail in Note 13 below.  .
 13




---



##### Table of Contents



Note 8  Revolving credit facility:
 SVB Credit Facility.
  Commerce Bank Credit Facility .
 14




---



##### Table of Contents



Note 9  Earnings per share:
 Net income (loss) per share.
  Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Weighted average number of common and potential common shares
outstanding:Basic number of common shares outstanding
    
    
    25,292
    
    
    
    14,145
    
    
    
    23,851
    
    
    
    6,084Dilutive effect of stock option grants
    
    
    250
    
    
    
    795
    
    
    
    368
    
    
    
    686Dilutive effect of warrants
    
    
    
    
    
    
    29
    
    
    
    
    
    
    
    29Diluted number of common and potential common shares outstanding
    
    
    25,542
    
    
    
    14,969
    
    
    
    24,219
    
    
    
    6,799
 Note 10  Segment Reporting:
   Three Months
    
    
    
    
    
    
    
    
    
    
    Nine MonthsEnded September 30, 2005
    
    
    Ended September 30, 2005Consol
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consol-N.A.
    
    
    Europe
    
    
    Elim
    
    
    -idated
    
    
    N.A.
    
    
    Europe
    
    
    Elim
    
    
    idatedSegment Revenue:Net revenue from external
customers
    
    $
    15,061
    
    
    $
    8,085
    
    
    $
    
    
    
    $
    23,146
    
    
    $
    48,514
    
    
    $
    16,166
    
    
    $
    
    
    
    $
    64,680Intersegment revenue
    
    
    354
    
    
    
    1,427
    
    
    
    (1,781
    )
    
    
    0
    
    
    
    400
    
    
    
    1,943
    
    
    
    (2,343
    )
    
    
    0Net revenue by segment
    
    $
    15,415
    
    
    $
    9,512
    
    
    $
    (1,781
    )
    
    $
    23,146
    
    
    $
    48,914
    
    
    $
    18,109
    
    
    $
    (2,343
    )
    
    $
    64,680Segment Operating Profit:Operating profit by
segment
    
    $
    (2,185
    )
    
    $
    3,008
    
    
    $
    
    
    
    $
    823
    
    
    $
    2,884
    
    
    $
    5,008
    
    
    $
    
    
    
    $
    7,892Interest income
(expense), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (251
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29
    )
 15




---



##### Table of Contents



Three Months
    
    
    
    
    
    
    
    
    
    
    Nine MonthsEnded September 30, 2005
    
    
    Ended September 30, 2005Consol
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consol-N.A.
    
    
    Europe
    
    
    Elim
    
    
    -idated
    
    
    N.A.
    
    
    Europe
    
    
    Elim
    
    
    idatedCurrency exchange loss,
net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (112
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (131
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    460
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,732Included in Segment
Operating Profit:Depreciation and
amortization
    
    $
    1,368
    
    
    $
    1,263
    
    
    $
    
    
    
    $
    2,631
    
    
    $
    4,061
    
    
    $
    2,574
    
    
    $
    
    
    
    $
    6,635Stock based compensation
    
    
    202
    
    
    
    
    
    
    
    
    
    
    
    202
    
    
    
    678
    
    
    
    
    
    
    
    
    
    
    
    678$
    1,570
    
    
    $
    1,263
    
    
    $
    
    
    
    $
    2,833
    
    
    $
    4,739
    
    
    $
    2,574
    
    
    $
    
    
    
    $
    7,313
 September 30, 2005N.A.
    
    
    Europe
    
    
    ConsolidatedTotal Assets:Total assets by segment
    
    $
    102,802
    
    
    $
    165,627
    
    
    $
    268,429
 Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2005
    
    
    2005Sales by Major Country:United States
    
    $
    15,061
    
    
    $
    48,514Germany
    
    
    3,885
    
    
    
    7,683United Kingdom
    
    
    2,923
    
    
    
    5,771Other, all foreign
    
    
    1,277
    
    
    
    2,712Total sales by major country
    
    $
    23,146
    
    
    $
    64,680
 September 30,2005Long-Lived Assets* by Major Country:United States
    
    $
    45,121Germany
    
    
    144,872Other, all foreign
    
    
    1,334Total long-lived assets by major country
    
    $
    191,327
 
 *
    
    Long-lived assets include the net book value of Property and equipment, Intangibles, such as
domain and trade names, service marks, customer relationships, panel members, and non-competition
agreements, Internal use software and Goodwill. Note 11  Income taxes :
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Income before income taxes:Domestic
    
    $
    (1,221
    )
    
    $
    1,205
    
    
    $
    4,808
    
    
    $
    3,334Foreign
    
    
    1,681
    
    
    
    89
    
    
    
    2,924
    
    
    
    154$
    460
    
    
    $
    1,294
    
    
    $
    7,732
    
    
    $
    3,488Provision (benefit) for income taxes:Currently payable:Federal
    
    $
    215
    
    
    $
    35
    
    
    $
    403
    
    
    $
    106State
    
    
    (162
    )
    
    
    14
    
    
    
    119
    
    
    
    78Foreign
    
    
    564
    
    
    
    2
    
    
    
    1,278
    
    
    
    9Total current income tax provision (benefit)
    
    $
    617
    
    
    $
    51
    
    
    $
    1,800
    
    
    $
    193
 16




---



##### Table of Contents



For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Deferred income tax provision (benefit):Federal
    
    $
    (3,345
    )
    
    $
    
    
    
    $
    (15,223
    )
    
    $
    State
    
    
    1,105
    
    
    
    
    
    
    
    (2,733
    )
    
    
    Foreign
    
    
    532
    
    
    
    
    
    
    
    745
    
    
    
    Total deferred income tax provision (benefit)
    
    $
    (1,708
    )
    
    $
    
    
    
    $
    (17,211
    )
    
    $
    Total income tax provision (benefit)
    
    $
    (1,091
    )
    
    $
    51
    
    
    $
    (15,411
    )
    
    $
    193
   September 30,
    
    
    December 31,2005
    
    
    2004Deferred tax assets (liabilities):Net operating loss carryforwards
    
    $
    18,549
    
    
    $
    14,108Unearned stock-based compensation
    
    
    3,355
    
    
    
    3,544Capitalized panel costs
    
    
    1,349
    
    
    
    1,102Federal and state tax credits
    
    
    729
    
    
    
    664Amortization of intangible assets acquired
    
    
    (7,709
    )
    
    
    Foreign Exchange
    
    
    2,334
    
    
    
    Other deferred tax assets
    
    
    1,596
    
    
    
    399Net deferred tax asset
    
    
    20,203
    
    
    
    19,817Valuation allowance
    
    
    (1,620
    )
    
    
    (19,817
    )Total net deferred tax assets
    
    $
    18,583
    
    
    $
    
    17




---



##### Table of Contents



Note 12  Commitments and Contingencies:
 Legal Contingencies:
  Note 13  Management Change:
     Note 14  Subsequent Event:
   18




---



##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with our consolidated financial statements and related notes included
elsewhere in this Quarterly Report. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those discussed in
the section entitled Risk Factors in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 and in this Quarterly Report. Also see the section entitled Cautionary Note
Regarding Forward-Looking Statements contained in this Quarterly Report.
 Critical Accounting Policies and Estimates
   Goodwill.
 Recently
Issued Accounting Pronouncements.
 Results of Operations
 Three Months Ended September 30, 2005 Versus Three Months Ended September 30, 2004
 Net Revenue.
 19




---



##### Table of Contents



Gross Profit
 
    
    panelist incentive costs of 7.1%,
    
    outside sample costs of 2.7%, and
    
    amortization expense associated with internal use software of 0.6%.
     Selling, General and Administrative Expenses.
   
    
    sales and marketing expense of 2.7% and
    
    stock-based compensation expense of 0.6%.
 20




---



##### Table of Contents



Panel Acquisition Expenses.
 Depreciation and Amortization Expenses.
 Research and Development Expenses.
 Interest Income (Expense), Net.
 Related Party Interest Income (Expense), Net.
 21




---



##### Table of Contents



Other Income (Expense), Net.
 Provision (Benefit) for Income Taxes.
   Net Income.
 Net Income per Common Share.
 Nine Months Ended September 30, 2005 Versus Nine Months Ended September 30, 2004
 Net Revenue.
 22




---



##### Table of Contents



Gross Profit
 
    
    panelist incentive costs of 4.2%,
    
    outside sample costs of 3.4%, and
    
    other direct costs of 1.2%.
     Selling, General and Administrative Expenses.
   
    
    sales and marketing expenses of 1.8%,
 23




---



##### Table of Contents




    
    general and administrative personnel and overhead costs of 0.1%, and
    
    stock-based compensation expense of 1.9%.
     Panel Acquisition Expenses.
 Depreciation and Amortization Expenses.
 Research and Development Expenses.
 Interest Income (Expense), Net.
 Related Party Interest Income (Expense), Net.
 24




---



##### Table of Contents



Other Income (Expense), Net.
 Provision (Benefit) for Income Taxes.
   Net Income.
 Net Income per Common Share.
 25




---



##### Table of Contents



Liquidity and Capital Resources
        26




---



##### Table of Contents



27




---



##### Table of Contents



Contractual Obligations and Off-Balance Sheet Arrangements
  .
  Years Ended December 31,Total atSeptember 30,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2010 and2005
    
    
    2005(1)
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    thereafterContractual obligations:Capital lease payments
    
    $
    3,743
    
    
    $
    455
    
    
    $
    1,853
    
    
    $
    1,171
    
    
    $
    256
    
    
    $
    8
    
    
    $
    Long-term debt
    
    
    15,931
    
    
    
    2,033
    
    
    
    3,333
    
    
    
    3,334
    
    
    
    7,231
    
    
    
    
    
    
    
    Non-cancelable operating lease obligations
    
    
    11,604
    
    
    
    813
    
    
    
    2,682
    
    
    
    2,565
    
    
    
    2,492
    
    
    
    2,042
    
    
    
    1,010Other current and long-term liabilities
    
    
    128
    
    
    
    14
    
    
    
    58
    
    
    
    50
    
    
    
    6
    
    
    
    
    
    
    
    Management change commitments*
    
    
    1,037
    
    
    
    283
    
    
    
    436
    
    
    
    318
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    32,443
    
    
    $
    3,598
    
    
    $
    8,362
    
    
    $
    7,438
    
    
    $
    9,985
    
    
    $
    2,050
    
    
    $
    1,010
 
 (1)
    
    Includes only the remaining three months of the year ending December 31, 2005.*
    
    These management change commitments are a result of our recent management changes as described
in Note 13 to the financial statement included in this Quarterly Report. Risk Factors
  We may
not be successful at implementing important new business initiatives
and key strategies, including the rightsizing of our operations,
which may have a material negative impact on our financial condition
and results of operations.
   
    rightsizing of the business to bring expenses in line with
    current revenue levels;
    shifting to a relationship management sales strategy;
    targeting new client relationships and increasing our market
share in North America;
    implementing a new pricing strategy;
    continuing to build our panel to support revenue growth and
improving panel management techniques;
    improving quality control and client satisfaction;
    accelerating the integration of our
    Ciao subsidiary; and
    developing and implementing new internal use software such as our
new Unified Panel System for panel and project management, and our
new GoQuote system, an online quotation ordering system.  If we are unable to maintain the size or demographic composition of the Greenfield Online panel,
our clients may stop using our products and services.
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If the rate at which our panelists respond to our surveys decreases, we may not be able to meet our
clients needs.
  
    
    our email-based survey invitations are not received by our panelists due to the use of
spam-filtering and blocking software by individuals, corporations and Internet service
providers;
    
    our panelists become dissatisfied with the forms of participation incentives we offer;
or
    
    our panelists respond less frequently to our surveys, or stop responding altogether due
to excessive requests for participation from us or other researchers.
  If the rate at which our panelists respond to our surveys decreases, we may be required to expend
additional funds to retain our panelists or provide additional incentives to encourage panelist
participation.
  We
derived approximately 37% and 38.1% of our total net revenue from ten clients in each of fiscal
year 2004 and the nine months ended September 30, 2005, respectively. If we were to lose, or if
there were a material reduction in business from, these clients, our net revenue might decline
substantially.
  We may not be able to successfully compete with marketing research firms and other potential
competitors which may cause us to lose sales or experience lower margins on sales.
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Consolidation in the marketing research industry may result in fewer potential clients for us and a
smaller market in general if companies with existing Internet-based panels combine with companies
without such panels.
  If our clients develop their own Internet-based panels, we may lose some or all of their business.
  If the marketplace significantly slows its migration from traditional data collection methods to
Internet-based marketing research data collection, our growth may slow or cease altogether.
  If we do not keep pace with technological change, we may be unable to implement our business
strategy successfully.
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If we are unable to manage and support our growth effectively, we may not be able to execute our
business strategy successfully.
    If we are unable to achieve international growth of the Greenfield Online panel or to overcome
other risks of international operations, we may be unable to conduct business on a global level.
  
    
    more restrictive privacy and data protection laws;
    
    difficulty in recruiting and managing employees in foreign countries;
    
    aversion to U.S. companies or non-domestic companies in the regions where we plan to expand;
    
    unexpected changes in regulatory requirements;
    
    export controls relating to encryption technology;
    
    currency exchange rate fluctuations;
    
    problems collecting accounts receivable and longer collection periods;
    
    potentially adverse tax consequences;
    
    political instability; and
    
    Internet access restrictions.
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Currency exchange rate fluctuations could lower our revenue and net income.
  We have significant operations in India that could be limited or prohibited by changes in the
political or economic stability of India or government policies in India or the United States.
  Acquisitions or investments in other companies may have a negative impact on our business and our
stock price.
  
    
    difficulties with the integration and assimilation of the acquired business, including
maintaining the frequency of survey participation of panelists who join our panel through
acquisitions, and operational inefficiencies resulting from operating with multiple and
potentially incompatible systems until integration is complete;
    
    diversion of our management teams attention from other business concerns;
    
    availability of favorable acquisition or investment financing;
    
    potential undisclosed liabilities associated with acquisitions;
    
    loss of clients resulting from their desire to diversify their online sample data
sources as we increase our market share by acquiring or investing in complementary
businesses;
    
    loss of key employees of any acquired business; and
    
    our ability to successfully operate and grow business units within the acquired
companies that provide products and services other than Internet survey solutions.
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Our success depends on our ability to retain the current members of our senior management team and
other key personnel.
  If we fail to continue to attract and retain project management professionals and other
highly-skilled personnel, we may be unable to successfully execute our business strategy.
  We may be at a competitive disadvantage if we are unable to protect our proprietary rights or if we
infringe on the proprietary rights of others, and related litigation could be time consuming and
costly.
   Fluctuations in our quarterly operating results may cause our stock price to decline and limit our
stockholders ability to sell our common stock in the public market.
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
    
    fluctuations in general economic conditions;
    
    demand for marketing research products and services generally;
    
    fluctuations in the marketing research budgets of the end-users serviced by our
marketing research clients;
    
    the failure of our large clients to win Internet-based marketing research project;
    
    fluctuations in foreign currency exchange rates;
    
    lower than expected project win-rates;
    
    the development of products and services by our competitors; and
    
    project cancellations by our clients or changes in project completion dates by our
clients, effecting the timing of our recognition of revenue.
   We might have difficulty obtaining additional capital, which could prevent us from achieving our
business objectives. If we are successful in raising additional capital, it may have a dilutive
effect on our stockholders.
  Government regulations could limit our Internet activities or result in additional costs of doing
business and conducting marketing research on the Internet.
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
    
    user privacy and expression;
    
    the rights and safety of children;
    
    intellectual property;
    
    information security;
    
    anti-competitive practices;
    
    the convergence of offline channels with Internet commerce; and
    
    taxation and pricing.
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Cautionary Note Regarding Forward-Looking Statements
  
    
    our ability to maintain and expand the Greenfield Online
panel both domestically and internationally;
    
    our ability to successfully integrate our recent acquisitions;
    
    significant increases in competitive pressures in the marketing research data collection industry;
    
    our ability to market our Internet survey solutions;
    
    our ability to continue to develop and improve our technology infrastructure;
    
    the acceptance of our Internet-based marketing research data collection products and
services by existing and potential clients;
    
    our ability to attract and retain experienced project management professionals;
    
    the effect that the Do Not Call registry and other regulations may have on the adoption
of Internet-based marketing research data collection;
    
    the growth of Internet penetration outside the United States;
    
    our ability to manage the risks associated with doing business internationally; and
    
    the effect of foreign currency exchange rates.
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Item 3: Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4: Controls and Procedures
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PART II   OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  Exhibit No.
    
    Description of Exhibits10.56
    
    Employment Agreement between Greenfield Online, Inc. and
Albert A. Angrisani (Incorporated by reference to the Exhibit
of the same number to the Current report on Form 8-K filed
with the Securities and Exchange Commission on September 29,
2005)10.57
    
    Separation Agreement between Greenfield Online, Inc. and Dean A.
Wiltse (Incorporated by reference to the Exhibit of the same
number to the Current report on Form 8-K filed with the
Securities and Exchange Commission on September 29, 2005)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)31.2
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)32.1
    
    Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (filed herewith)32.2
    
    Certifications of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (filed herewith)
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##### Table of Contents



SIGNATURE
  GREENFIELD ONLINE, INC.By:
    
    /s/ Robert E. BiesRobert E. BiesExecutive Vice President andChief Financial Officer
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EXHIBIT INDEX
 Exhibit No.
    
    Description of Exhibits10.56
    
    Employment Agreement between Greenfield Online, Inc. and
Albert A. Angrisani (Incorporated by reference to the Exhibit
of the same number to the Current report on Form 8-K filed
with the Securities and Exchange Commission on September 29,
2005)10.57
    
    Separation Agreement between Greenfield Online, Inc. and Dean A.
Wiltse (Incorporated by reference to the Exhibit of
the same number to the Current report on Form 8-K filed with
the Securities and Exchange Commission on September 29, 2005)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)31.2
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)32.1
    
    Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (filed herewith)32.2
    
    Certifications of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 (filed herewith)
 40