**

---

**UNITED STATES**

******SECURITIES AND EXCHANGE COMMISSION**

******Washington, D.C. 20549**



****FORM 10-K

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934******

For the Fiscal Year Ended December 31, 2002****



******Commission file number 0-25779**



****THESTREET.COM, INC.

(Exact name of Registrant as specified in its charter)

|**Delaware**(State or other jurisdiction of incorporation or organization)                     | **06-1515824**(I.R.S. employer identification no.)
|---------------------------------------------------------------------------------------------- | --------------------------------------------------
|**14 Wall Street, 15th Floor****New York, New York**

(Address of principal executive offices) | **10005**

(Zip code)                             

**Registrant's telephone number, including area code: (212) 321-5000**

******Securities registered pursuant to Section 12(b) of the Act:**None.

**Securities registered pursuant to Section 12(g) of the Act:**

|**Title of Each Class**                 | **Name of Each Exchange on Which****the Securities are Registered**
|--------------------------------------- | -------------------------------------------------------------------
|Common Stock, par value $0.01 per share | Nasdaq National Market                                             



Indicate by a 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. YesxNoo



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 the 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.o



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
YesoNox



The aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant on June 28, 2002
was approximately $37.9 million.  On such date, the last sale price of the Registrant's common stock was $2.28 per share.  Solely
for purposes of this calculation, shares beneficially owned by directors and officers of the Registrant and persons owning 10% or
more of the Registrant's common stock have been excluded, in that such persons may be deemed to be affiliates of the Registrant.
Such exclusion should not be deemed a determination or admission by the Registrant that such individuals or entities are, in fact,
affiliates of the Registrant.



Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable
date.

|**Title of Each Class**       | **Number of Shares Outstanding****at March 26, 2003**
|----------------------------- | -----------------------------------------------------
|Common Stock, $0.01 par value | 23,715,539                                           

**DOCUMENTS INCORPORATED BY REFERENCE**



Part II of this Form 10-K incorporates by reference certain information from the Registrant's Current Report on Form 8-K,
dated March 5, 2002.  Part III of this Form 10-K incorporates by reference certain information from the Registrant's Definitive
Proxy Statement for its Annual Meeting of Stockholders to be held on May 28, 2003, to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Report.

---





|**THESTREET.COM, INC.**

**2002 ANNUAL REPORT ON FORM 10-K**

**TABLE OF CONTENTS**
|-----------------------------------------------------------------------------------
|                                                                                   
|**PART I**                                                                         
|Item 1.                                                                            
|Item 2.                                                                            
|Item 3.                                                                            
|Item 4.                                                                            
|**PART II**                                                                        
|Item 5.                                                                            
|Item 6.                                                                            
|Item 7.                                                                            
|Item 7A.                                                                           
|Item 8.                                                                            
|Item 9.                                                                            
|**PART III**                                                                       
|Item 10.                                                                           
|Item 11.                                                                           
|Item 12.                                                                           
|Item 13.                                                                           
|Item 14.                                                                           
|**PART IV**                                                                        
|Item 15.                                                                           
|**SIGNATURES**                                                                     
|**CERTIFICATIONS**                                                                 
|                                                                                   



---



**THESTREET.COM, INC.**

**2002 ANNUAL REPORT ON FORM 10-K**



**PART I**

******Item 1.		Business**



**Overview**



TheStreet.com, Inc.,
together with its wholly-owned subsidiaries (collectively, the "Company"), is a leading provider of independent,
insightful, trustworthy and timely investment commentary, advice, research, analysis and news. Since our inception in 1996, we
have developed a loyal audience of investors at all levels - from novices taking their first halting steps into the markets to
sophisticated individual investors making several trades a day, and from stockbrokers and financial advisors serving small
clientele to investment managers trading for large institutions.  Over the past several years, our services have expanded from a
single, subscription-based news and commentary web site, to a network of sites, accompanied by a full panoply of subscription
products, all geared to furnishing various segments of the investing population with the commentary, advice, research analysis and
news they need to make better-informed investing and trading decisions.



Today, our content is available across diverse media platforms, including the internet, radio and conferences.  This allows
us to create content once and then earn additional revenue by repackaging and redistributing the same content to different
audiences through separate products and distribution channels. In addition, our strategic relationships with leading companies in
the media, technology and financial services sectors help us create brand awareness and increase our subscription and advertising
revenues.



As we have come to understand, one size does not fit all, particularly on the web, and therefore we have continued to
develop new products to meet the needs of different segments of the broader investing community, including the professional
market.  In 2002, on the retail consumer side, we introduced four new subscription-based advisory reports, each designed with
either a specific audience segment or a specific investing strategy in mind.  These advisory reports, *The Daily Swing Trade*, *The
Telecom Connection*, *The Turnaround Report*, and *The Trading Reports*, provide subscribers with specific investment
recommendations, in addition to analysis and general commentary.  On the professional side, we introduced two new
subscription-based web sites,
*RealMoney Pro*(now known as*Street Insight*)**and *RealMoney Pro Advisor*, which were expressly aimed at professional
investors/traders and financial planners/advisors, respectively.  We continued to add subscription products in the first quarter of
2003, with the introduction of two new consumer advisory reports, *The Save Safe Plan* and *The Short
Report*.



Building on the Company's strategy of expanding its offerings to the professional sector, in the fourth quarter of 2002,
we formally began the development of a new subsidiary, Independent Research Group LLC ("IRG").  IRG has been formed for
the purpose of generating independent proprietary equity research for use by institutional clients.  In that connection, IRG has
applied for registration with the Securities and Exchange Commission (the "SEC") and membership in the NASD as a broker-dealer.  This will enable IRG's institutional clients to trade through
IRG, and allows IRG to collect commissions on such
trades in payment for the equity research IRG provides to them. We anticipate that IRG will commence operations as a broker-dealer in the second quarter of 2003.



Our editorial staff consists of more than 40 professional reporters and editors who, together with nearly 60 financial
analysts, traders and money managers who contribute to our products from outside the Company, produce, on average, more than
50 original commentary, analysis, research and news pieces (plus numerous market diary entries) each business day for our four
web sites, as well as our daily and weekly advisory reports.  This group has broken numerous important stories, many of which
have been cited by other publications and television networks such as *The Wall Street Journal*, *The New York Times*, *The Los
Angeles Times* and CNBC.



Overall, we believe that we can analyze, comment and report on market-moving events more quickly than our
competitors, and that this ability to originate proprietary content and distribute it almost instantly using the internet and other
real-time delivery systems gives us a major competitive advantage.  Additionally, many of our products provide our subscribers
with specific recommendations and insights from outside contributors who are market participants, in contrast to the
publications of other financial content companies, which publish primarily news and/or data analysis.  And, our long-standing
policy of full disclosure of conflicts, together with our strict investment policies, afford us the integrity and credibility so
important in today's environment.  Under our investment policies, our editorial staffers are not permitted to own individual
stocks (though they may, and many do, own equity in TheStreet.com, Inc.) and our outside contributors (who are permitted to
own individual stocks) must disclose their current positions in any of the stocks they write about.  In addition, outside
contributors who write advisory reports must abide by certain trading restrictions in the event they trade in the companies they
write about in their reports.



**Industry Background**



****Investors of various types, at all experience levels, from beginners who simply own mutual funds in their 401(k)
accounts to some of the country's top hedge fund and money managers, need information and advice to help them make better
trading and investing decisions. Many of these individuals have taken greater control of their investment activities by directly
researching financial and investment information on the internet. The internet provides investors with easy access to
information that once was generally available only to investment professionals, such as timely market news, intra-day and
historical quotes, charts, SEC filings, research and analysts' earnings estimates. Many existing sources, however, have failed to
meet their needs and, in the difficult market that is currently prevailing, trusted sources are even more valuable. We believe that
this represents a significant opportunity for a financial and investing information source that provides
independent, insightful, trustworthy, and timely investment commentary, advice, research, analysis and news geared to different niches of the investing audience.
TheStreet.com is a source, not only of news and information, but also of concrete recommendations and advice.



******Products and Services**



****As of December 31, 2002, TheStreet.com, Inc. had a subscriber base totaling approximately 66,000.  We have subscribers
in all 50 states of the United States and approximately 96 countries.  In addition to our free, advertising supported, flagship site,
*TheStreet.com*, we now offer 16 proprietary, subscription-based products, with annual subscription prices ranging from $79.95 to
$30,000.00.



***Consumer Products***



With the addition of four new consumer offerings during 2002 and two more in the first quarter of 2003, we continued to
expand upon our strategy of creating and marketing premium subscription products targeting varying segments of the retail
investing public. Other than *TheStreet.com* web site itself, which may be accessed free of charge, our consumer products each
require a separate subscription.  The variety of products is intended to appeal to a wide audience that includes active intra-day
traders, conservative long-term investors, and fundamental and technical traders. Our current roster of retail consumer products
includes the following:



***TheStreet.com***



*TheStreet.com*, located at *http://www.thestreet.com*, is a free, advertising-supported web site focused on providing
financial coverage for individual investors of all experience levels who seek high-quality financial commentary, analysis and
news. *TheStreet.com* site also provides us with opportunities to market, or "upsell," our growing menu of premium subscription
products to a wider audience of readers.



In 2002, we continued to utilize a broadcasting paradigm on *TheStreet.com*, in which the publishing of content (other
than breaking news) is timed to capture peak audiences, which tend to occur at predictable times throughout the day. This
publishing technique is now used on both *RealMoney* and *TheStreet.com*, with
new sets of articles being posted to
each site at 7 a.m., at noon, and at the market close at 4 p.m. (All times are Eastern unless otherwise noted.)



*TheStreet.com* continues to be recognized as one of the premier providers of investment commentary, analysis and news.
In 2002, *TheStreet.com* was a finalist for three Online Journalism Awards: General Excellence, the only business website to
receive a nomination, Breaking News, for our coverage of the September 11 attacks, and Enterprise, for exposing insider selling
at ImClone Systems Inc. The Online Journalism Awards are sponsored by the Online News Association and the Columbia
University Graduate School of Journalism.





***RealMoney***



*RealMoney*, located at *http://www.realmoney.com*, is the foundation of our consumer subscription product line.
*RealMoney* is aimed at active market participants and self-directed investors looking for unbiased, action-oriented market
commentary. On the *RealMoney* web site, we offer timely, insightful, in-depth commentary and analytical coverage of
market-moving trends and events from experienced financial analysts, traders, money managers and journalists, including James
J. Cramer, Helene Meisler and Gary B. Smith. In 2002, we added market commentary from several well-known market experts
such as William Fleckenstein and Paul Kedrosky.



*RealMoney* offers several daily features to assist our subscribers in their investment decisions. These include Columnist
Conversation, a message board containing real-time interaction among several of our more than three dozen writers and
contributors; Market Commentary, more than a dozen articles of investing analysis and news that cover the market and individual
stocks; Trading Diary, a continuously updated web diary written by an experienced active trader; and Trading Track, a trading
diary kept in real-time by two or more investment professionals.

******



***Action Alerts PLUS***



This service allows subscribers to participate in navigating the markets with former hedge fund manager James J. Cramer.
Subscribers receive email alerts notifying them when Mr. Cramer is about to make a trade in his personal stock portfolio.
Mr. Cramer explains what stock he is buying or selling and, more importantly, why he is taking that action. In addition,
subscribers receive a weekly roundup email containing an analysis of all stocks in the portfolio and have access to a continuously
updated web page containing the portfolio and its performance. This product is aimed at investors looking for exclusive access to
specific, action oriented investment ideas.



***The Chartman's Top Stocks***



This nightly report, delivered via email, contains stock charting analysis and trading education from *RealMoney*
columnist Gary B. Smith, a proponent of the stock trading methodology known as technical analysis. Mr. Smith uses proprietary
market-scanning and technical analysis tools to identify stocks that he believes provide the best opportunities for short-term
profits. He then illustrates his analysis for readers using charting software. In addition, each issue contains a Q&A section in
which Mr. Smith answers technical and strategic questions from subscribers about his approach and his thinking on the market.
This product appeals to a broad investing audience able to recognize the value of Mr. Smith's sophisticated technical approach.



***The Daily Swing Trade***



This nightly report, delivered via email, contains stock analysis and trading education from *RealMoney* columnist Alan
Farley, a proponent of the stock trading methodology known as swing trading. Swing traders such as Mr. Farley use technical
analysis of market patterns and cycles to time their entry and exit points in particular stocks. These patterns and cycles, which are
driven by the thoughts and emotions of thousands of market players, are used by swing traders in an attempt to predict (and
thereby take advantage of) brief price swings in stocks. Using his proprietary methodology, Mr. Farley identifies stocks that he
believes provide the best opportunities for short-term profits. In addition, each issue contains a Q&A section in which Mr. Farley
answers technical and strategic questions from subscribers about his approach and his thinking on the market.



***The Save Safe Plan***



**Responding to our subscribers' requests for guidance in devising secure financial plans, we introduced *The Save Safe
Plan* to provide comprehensive advice on establishing and maintaining a well-balanced long-term portfolio.  This weekly service,
delivered via email, contains exclusive financial advice and analysis from *TheStreet.com* columnist Dagen McDowell and a model
portfolio of high-yielding stocks and bonds selected by David Peltier, one of TheStreet.com's research associates. Each issue also
contains a Q&A section in which Ms. McDowell and Mr. Peltier answer questions from subscribers.





***The Short
Report***



****This report, delivered periodically via email, contains recommendations and analysis of potential short-selling candidates,
plus investor education concerning stock-shorting methods and "tricks of the trade" from several of our journalists and outside
contributors.  Writers include *TheStreet.com* staff reporters Melissa Davis and Steven Smith, *RealMoney* senior writer Adam
Feuerstein, and outside contributors Dan Fitzpatrick, Christopher Schumacher and Bo Yoder.



***The Tech Edge***



**This weekly report, delivered via email, contains exclusive news and analysis on trends in the technology sector from
*TheStreet.com* technology writer Scott Moritz and individual stock recommendations and a model portfolio maintained by
professional money manager Jordan Kahn.  In addition, each issue contains a Q&A section in which Mr. Moritz and Mr. Kahn
answer questions from subscribers.  This product is aimed at active investors seeking in-depth commentary on stocks, trading and
investment strategies for the tech sector.



***The Telecom Connection***



This product is a weekly report, delivered via email, which provides critical research and in-depth analysis on both
individual companies and macroeconomic trends in the telecommunications industry.   *The Telecom Connection* is written by
*RealMoney* columnist Cody Willard, a former telecom industry consultant and analyst who currently manages a hedge fund.
Subscribers are also given access to a web page on which Mr. Willard maintains a model portfolio of recommended telecom
stocks and their performance to date.  The newsletter is aimed at both active investors in telecom companies and executives in the
telecom industry. Each issue also contains a Q&A section in which Mr. Willard answers questions from subscribers.



***The Trading Reports***



**This nightly service, delivered via email, offers exclusive access to the upcoming day's trading strategy of Jeffrey Cooper,
a well-known short-term trader and author of several influential books on short-term trading techniques.  *The Trading Reports*
gives subscribers Mr. Cooper's long and short equity picks, along with entry and protective sell points, and his commentary on the
market.  Mr. Cooper also writes a daily column for *Street Insight.*



***The Turnaround Report***



**This bi-weekly service, delivered via email, provides fundamental analysis of companies that have declined in value and
that the author believes are poised to rebound.  *The Turnaround Report*, written by Arne Alsin - a *RealMoney* columnist and the
founder and principal of Alsin Capital Management - features commentary and analysis of a model portfolio of turnaround stocks
selected by Mr. Alsin.  With each issue, Mr. Alsin examines his investing strategy in identifying turnaround stocks and provides
a detailed review of selected stocks from *TheTurnaround Report*'s model portfolio.





***Professional Products***



Our growing roster of professional products are designed to help market participants whose careers depend on their
investing performance, including hedge fund managers, financial planners, money managers, stockbrokers, and financial
consultants.  Our current roster of professional products includes two web sites and a fax/email product:



***RealMoney Pro Advisor***



***RealMoney Pro Advisor*, located at *http://www.realmoneyproadvisor.com*, is a subscription web site that provides real-time equity research, financial analysis and news for financial professionals who make investment decisions for the retail investing
public, notably stockbrokers, financial planners and financial consultants.  *RealMoney Pro Advisor* is a compilation of several of
our consumer and professional products into one service that professionals can easily access and understand quickly.  Contributors
to RealMoney Pro Advisor include James J. Cramer and his *Action Alerts Plus* service; Doug Kass, a hedge fund manager and his
diary on *Street Insight*; and Arne Alsin and *The Turnaround Report*.



***Street Insight (formerly known as RealMoney Pro)***



*Street Insight*, located at *http://www.thestreet.com/i/index/html*, is a subscription web site aimed at investment
professionals who are seeking macro and micro information on the flow of funds that move markets.  Contributors include hedge
fund managers, money managers and other professional traders, who contribute real-time commentary about stocks, trading,
strategy, market movements, and the options and currency markets - areas in which performance matters most. *Street Insight*
provides tools that professional investors need.  These include four trading diaries, written by hedge fund managers, money
managers and traders; real-time coverage of corporate conference and earnings calls; and our moderator, a former investment
professional who directs reader questions posed to her for live discussion by our contributors on the site. As with our other web
publications, in accordance with our strict investment policy, contributors must disclose positions held at the time of publication
by them or their firms in any of the stocks they write about.   Some of the *Street Insight*contributors include Doug Kass, Herb
Greenberg and Jay Shartsis.



***TheStreetView***



This product provides professional investors with "under the radar" information about publicly traded companies that is
often overlooked by traditional Wall Street research firms.  Several times throughout the trading week, subscribers to this product
receive via fax or email a report containing stock ideas from our team of analysts, journalists and money managers.  Customers are
primarily hedge funds and money managers who purchase subscriptions directly from TheStreet.com or through their brokers
using what are known as "soft dollars."  Soft-dollaring is the method by which institutions use trading commissions to pay
brokerage firms for third party research services provided for them by the firms. We expect that both *TheStreetView*and *Street
Insight* will be offered by IRG to its institutional client base on a soft-dollar basis once IRG has commenced operations as a
broker-dealer.  We anticipate that IRG will commence operations as a broker-dealer in the second quarter of 2003.



***Conferences***



The Company has narrowed the scope of its conferences to the professional market, and currently produces one annual
conference for hedge fund professionals.  The 2002 conference, entitled "Advanced Disciplines & Strategies for Running Hedge
Funds," was held at the Doral Resort & Spa in Miami Florida, in May 2002.  The 2003 conference, entitled "TheStreet.com's
Second Annual Hedge Fund Event," is scheduled for May 2003 at the same venue.



***Institutional Research***



In October 2002, the Company formed Independent Research Group LLC as a wholly-owned subsidiary to operate its
institutional equity research business.  In November, the firm hired former JPMorgan H&Q managing director and senior
analyst Paul W. Noglows as its director of research.  To date, IRG hashired four research analysts to cover small to mid-cap
stocks in the communications, technology, consumer and retail, and biotech sectors.  IRG has applied for registration with
the SEC and membership in the NASD as a broker-dealer and expects to begin coverage of equities in the second quarter of
2003.  IRG plans to offer its proprietary equity research to institutional money managers and hedge funds at no charge.  In return,
IRG expects that these institutional money managers and hedge funds will voluntarily elect totrade through
IRG,
allowing IRG to collect commissions on such trades in payment for the research and brokerage services provided.



See
" Risk Factors - Because the Company Is in the Early Stages Of Developing
its Proprietary Equity Research Business, the Company Is Subject to Risks and
Uncertainties associated With Developing and Operating a New Business and May
Not Achieve Profitability in this New Business" and " Risk Factors -
IRG's Revenues May Not Be Sufficient to Cover its Expenses."



**Marketing**



***Consumer Marketing***



We pursue a variety of marketing initiatives to sell subscriptions to our products and to drive traffic to our sites. These
initiatives include direct marketing, establishing content distribution and syndication relationships with leading companies,
advertising in a wide variety of media, developing brand extensions, and engaging in an ongoing media-relations campaign.  See
"Risk Factors - Difficulties Associated With the Company's Brand Development May Harm Its Ability to Attract Subscribers and
Readers."



***Content Syndication and Distribution***



During 2002, we continued to leverage our content through our existing distribution relationships, including content
syndication, subscription distribution and subscription marketing arrangements.  First, by syndicating our content to other
leading sites, we continue to expose our brand name and top-quality writing to millions of potential users and drive additional
traffic to our site. In 2002, we continued to syndicate content to Yahoo!, America Online, Intuit, and other leading companies,
providing them with selected stories each day, at times on a delayed basis, for co-branded publication with a link to our site.
These content-syndication relationships capitalize on the cost efficiencies of online delivery by creating additional value from
stories already produced for our own sites.



Companies with whom we have key strategic content syndication and promotion relationships include:



> **
> Yahoo!* Under our February 2002 agreement with Yahoo! Inc., we provide selected stories for co-branded
> publication on Yahoo! Finance. In addition, headlines for our stories are "indexed" on Yahoo! Finance so that
> they appear on stock quote result pages.
> 
> **
> Microsoft MSN Money.* Under our February 2000 agreement with Microsoft, MSN Money publishes on its web
> site a selection of our feature columns. In addition, we publish selected feature columns from MSN Money
> writers.
> 
> **
> Intuit.* Under our March 2001 agreement with Intuit, our headlines are indexed throughout the Quicken.com
> network of sites. When a user clicks on these headlines, they are taken directly to the full story, which resides on
> our site.

In addition, we continued our subscription distribution relationships with online brokerage firms such as Harris Direct,
Fidelity and Pershing.  We also continued our December 2001 content-licensing and subscription marketing arrangement with
Yahoo! Inc. Under that agreement, Yahoo! Finance Premium News offers its users two subscription packages, *RealCommentary
Gold* and *RealCommentary Silver*, which contain selected columns from leading *RealMoney* writers. In order to drive users to the
Yahoo! Subscription Center, this content is integrated throughout Yahoo! Finance, primarily by the indexing of the headlines
within the Yahoo! Finance stock quote result pages. Subscription fulfillment and customer service are handled by Yahoo!.



Finally, we continued our December 2001 subscription-based content alliance with CBS MarketWatch. Under the terms
of the two-part agreement, *MarketWatch.com* features select premium headlines from *RealMoney.com* throughout
*MarketWatch.com's* Web properties, and several of TheStreet.com's subscription-based products are offered for opt-in registration
in *MarketWatch.com's* Membership Center.  See "Risk Factors - A Failure to Establish and Maintain Strategic Relationships With
Other Companies Could Decrease the Company's Subscriber and Reader Base, Which May Harm the Company's Business."



***Radio***



This media platform affords us a cost effective way to further extend TheStreet.com's brands.   On July 30, 2001, we
launched a nationally syndicated financial radio program entitled "RealMoney with Jim Cramer."  Our current partner in this
venture is the WOR Radio Network, an operating unit of Buckley Broadcasting Corporation, which nationally syndicates weekday
and weekend long and short form programming to radio stations in North America.



Currently, the program is broadcast daily Monday through Friday from TheStreet.com headquarters at 14 Wall Street, and
carried by 51 affiliate stations. In January 2003, we added a weekend program.  In addition to the "RealMoney with Jim Cramer"
program, we produce a personal finance program hosted by TheStreet.com columnist Dagen McDowell entitled "Portfolio
Therapy," and we anticipate developing further programming initiatives in 2003.  Streaming audio feeds of the programs are
available on both our *RealMoney.com* and *TheStreet.com* web sites on a delayed and archived basis.



This broad medium allows us to further expand revenue opportunities in both advertising and subscription revenues
while allowing us to promote our brand to a group of consumers we might not reach in our normal marketing initiatives.
Additionally, the program enables us to provide cross-platform advertising programs that include both radio and internet
advertising to those advertisers looking to reach a wider demographic and we can share in expanded revenue opportunities these
deals may deliver.  On the subscription front, the broad reach of the program through the penetration of new radio markets has
exposed our products to new audiences, resulting in the increase of subscription opportunities for a number of our products,
including *RealMoney* and *Action Alerts PLUS*.



***Professional Marketing***



We pursue a variety of marketing initiatives designed to build brand awareness of, and sell subscriptions to our
professional products. These initiatives include direct sales to end users, advertising in business and finance publications, direct
mail, and distribution relationships with soft-dollar brokerage firms. In 2003, we expect
that certain professional
products currently sold to buy-side institutions directly by TheStreet.com or through soft-dollar brokerage firms
will be provided on a soft-dollar basis by our
newly-created subsidiary, Independent Research Group LLC, once it has been granted membership in the NASD as a broker-dealer.



***Direct Sales***



In 2002, we continued developing the direct sales force we created in 2001 to proactively market TheStreet.com
professional products to buy-side institutions such as banks, hedge funds, insurance companies, mutual funds and other
professional investors. We also market and perform direct sales of our products to stockbrokers, financial advisors and
investment counselors. Prior to that effort, most of the subscription sales to our professional products came from word of
mouth, or in-house promotions on *TheStreet.com* and *RealMoney.com* web sites.



***Soft-Dollar Brokers***



A significant percentage of our professional customers pay their subscription fees using so-called "soft-dollars". Soft-dollaring is the method by which institutions use trading commissions to pay brokerage firms for third party research services
provided to them by the firms. In 2002, we maintained relationships with a number of brokerage firms that offered our
professional products to their customers on a soft-dollar basis.  Once IRG has been granted membership in the NASD as a broker-dealer, which we expect to occur in the second quarter of 2003, we anticipate that some of the soft-dollar business for certain
of TheStreet.com's products currently directed through soft-dollar brokers will begin to be directed through IRG.



****Advertising**



******In 2002, the Company continued to promote its consumer services via online advertising and email marketing. Banner
and text advertisements were placed on various sites, including, Yahoo! and CNET. Various financial email lists were rented to
promote the Company's subscription products.  In addition, the Company promoted its professional services in various print
publications, including *Barron's*, *Investors Business Daily*, *The New York Times*, and *Registered Rep.* magazine.  We also
promoted some of our professional products using direct mail.



****Media Relations**



******We engage in a media-relations campaign spanning television, print, radio and online to raise our visibility and
enhance our brands' recognition and positioning. We continue to build the visibility of our individual contributors. Our
contributors and their work have been featured or mentioned in publications such as *The Wall Street Journal*, *The New York
Times*, *Financial Times, and Fortune.*  A column written by James J. Cramer, markets commentator for *TheStreet.com* and
*CNBC*, is carried by *New York* magazine, a weekly magazine with a current paid circulation of over 427,000 and readership
of approximately 1.8 million. In 2002, our writers and our stories were mentioned or featured in 
numerous reports
by major news outlets, including *The Wall Street Journal*, *The New York Times*, *Reuters*, *Dow Jones*, and *CNBC*. In addition,
some of our writers appear frequently on television and radio, including *CNBC*, *CNNfn*, *Bloomberg*, *NPR*, *CNET* and *WABC*.



**Advertising Sales**



****We currently derive a significant portion of our revenues from advertising sales.  Advertising sales experienced some
growth in the last nine months of 2002, as compared to the same period in 2001, as a result of a slight upturn in the advertising market, strong renewals, efficient and positive advertiser
performance and an aggressive advertising sales strategy. We have established strong subscriber, visitor and database
demographics that continue to allow us to provide competitive advertising programs for companies and advertising agencies
in the financial, technology, luxury goods and other relevant categories.  These desirable reader demographics also provide
high value to advertisers and enable us to utilize an advertising rate structure that is, to our knowledge, among the highest of
financial web sites. We have also been able to attract advertisers from both within and beyond the financial services industry,
including Dell Computer, Microsoft and Mercedes-Benz.  In 2002, our network of internet web sites together attracted an average
of more than 3.9 million unique visitors per month and generated an average of 37 million page views per month.



Notwithstanding the modest growth in advertising sales, advertising and e-commerce revenues fell to approximately
$4.4 million in 2002 from $5.0 million in 2001. In 2002, advertising
and e-commerce revenues represented approximately 21% of our total net revenues. The fourth quarter of 2002 was our strongest advertising revenues quarter since the first quarter of 2001.  See "Risk
Factors - The Company May Have Difficulty Selling Its Advertising Inventory, a Significant Portion of Which Is Concentrated
Among Its Top Advertisers" and "Risk Factors - A General Decline in Online Advertising Could Harm the Company's
Business."



***Demographics***



We believe our audience presents a desirable reader demographic for advertisers in the financial services, technology and
luxury goods industries. According to a Spring 2002 study by @plan, a third-party marketing research firm whose survey research
is conducted by The Gallup Organization, our readers are three times more likely than the average internet user to have portfolios
valued over $1,000,000. Also, according to the same study, 85% of our readers own securities. In addition, compared to the
average internet user surveyed by @plan, our readers are more than five times more likely to trade stocks online.



***Other Factors Attractive to Advertisers***



In addition to our desirable reader demographics, advertisers seek a presence on our sites for a number of other reasons,
including:



*Our Editorial Content.* Many advertisers like to associate their products and services with the high quality of our
editorial content.



*Long Duration and High Frequency of Visits.* Additionally, advertisers like to place their message in an
environment where readers have a reliance and affinity for the content. According to Doubleclick, our
subscribers and free-trial members spent an average of 15 minutes per visit to our sites in the fourth quarter of
2002.



*High Percentage of C-Level Executives/Senior Management*. According to a spring 2002 survey conducted by
Frank N. Magid Associates, business-to-business and technology companies realize a unique advertising
opportunity with TheStreet.com to "get inside" a corporation at the highest levels in an effort to reach the
ultimate decision maker for corporate infrastructure and technology purchases.



***Our Advertisers***



The following is a list of our top ten financial
services and non-financial services advertisers in 2002:



**Top 10 Financial Services Advertisers**Scottrade SecuritiesAmeritrade Securities

Harris*direct*

American Express

Citigroup/SSB
OptioneticsBrown & Company

Cyber Trader (division of Charles Schwab)

Barclays Global Investor

Chicago Board of Options Exchange**Top 10 Non-Financial Services Advertisers**MicrosoftFisher Investments

Phillips Publishing

Dell Computer

Cadillac
Mercedes-BenzAmerican Electric Power

American Airlines

The New York Times

Compaq Computer




******Competition**



As our business has expanded into new areas, such as equity research and advisory reports, we face competition for
customers, advertisers, employees and contributors not only with financial news and information sources, but also with many
other types of companies, including:



> *
> online services or web sites focused on business, finance, or investing such as *The Wall Street Journal
> Interactive Edition* (www.wsj.com), DowJones.com, Forbes.com, SmartMoney.com, CBS.Marketwatch.com
> and The Motley Fool;
> 
> *
> publishers and distributors of traditional media focused on finance and investing, including print and radio,
> such as *The Wall Street Journal* and financial talk radio programs;
> 
> * investment newsletter publishers such as Phillips Publishing, KCI Communications and Agora Publishing;*
> equity research boutiques such as Argus Research and Fulcrum Global Partners;
> 
> 
> 
> *
> information and analysis providers such as Standard & Poors; and
> 
> *
> those involved in the creation and production of investor education conferences.



Through our newly established subsidiary, IRG, we will be a new entrant into the institutional proprietary equity
research business.  As a result, we will face significant competition from established Wall Street investment banking firms,
large financial institutions, equity research boutiques and other securities professionals that offer similar information and that
have firmly established customer relationships.



Our ability to compete depends on many factors, including the originality, timeliness, insightfulness and trustworthiness
of our content and that of competitors, the ease of use of services developed either by us or our competitors and the effectiveness
of our sales and marketing efforts. See "Risk Factors - Intense Competition Could Reduce the Company's Market Share and
Harm Its Financial Performance."



******Infrastructure, Operations & Technology**



TheStreet.com's technological infrastructure is built and maintained for reliability, security, flexibility and high
performance. This infrastructure is hosted primarily at a Cable & Wireless (formerly Exodus Communications) facility in Jersey
City, New Jersey, which is equipped with uninterruptible power supplies and redundant hardware and telecommunications lines.



Our proprietary content-management system allows our stories and market journals to be prepared for publication to a
large distribution audience. The system enables us to economically and efficiently distribute our content to multiple destinations
in a variety of technical formats. Our in-house subscription management system is based on proprietary software. This system
allows us to communicate automatically with readers during their free trial and subscription periods. The system is capable of
yielding a wide variety of customized subscription offers to potential subscribers, using various communication methods and
platforms.



Our proprietary eCommerce platform controls user access to a wide array of product offerings. The system
automatically controls all aspects of online daily credit-card billing, based upon user selected billing terms. All financial
revenue recognition reports are automatically generated, providing detailed reporting on all account subscriptions. This allows a
user to independently sign-up and pay for an online product for his or her selected subscription term (annual or monthly)
without any manual staff intervention at the Company.



Our operations are dependent on our ability and that of Cable & Wireless to protect our systems against damage from fire,
earthquakes, power loss, telecommunications failure, break-ins, computer viruses, hacker attacks, terrorist attacks and other events
beyond our control. See "Risk Factors - The Company Faces a Risk of System Failure That May Result in Reduced Traffic,
Reduced Revenue and Harm to the Company's Reputation."



**Intellectual Property**



To protect our rights to intellectual property, we rely on a combination of trademark, copyright law, trade secret
protection, confidentiality agreements and other contractual arrangements with our employees, affiliates, customers, strategic
partners and others. We have registered certain of our trademarks in the United States and we have pending U.S. applications
for other trademarks. Although we believe that our proprietary rights do not infringe on the intellectual property rights of others,
other parties may assert infringement claims against us or claims that we have violated a patent or infringed a copyright,
trademark or other proprietary right belonging to them. We incorporate certain licensed third-party technology in some of our
services. In these license agreements, the licensors have generally agreed to defend, indemnify and hold us harmless with
respect to any claim by a third party that the licensed software infringes any patent or other proprietary right. We cannot assure
you that these provisions will be adequate to protect us from infringement claims. Any infringement claims, even if not
meritorious, could result in the expenditure of significant financial and managerial resources on our part, which could materially
adversely affect our business, results of operations and financial condition. See "Risk Factors - Failure to Protect the
Company's Intellectual Property Rights Could Harm Its Brand-Building Efforts and Ability to Compete Effectively."





**Employees**



As of December 31, 2002,
the Company had 136 employees.  These included 134 employees of
TheStreet.com, Inc., of whom 51 worked in editorial and content
support, 39 in sales/marketing, 28 in product development and 16 in finance/administration, and
two employees of its wholly-owned subsidiary,
Independent Research Group LLC.  The Company has never had a work stoppage and none of its personnel
are represented under collective bargaining agreements.  The Company considers its relations with its employees to be good.



******Government Regulation**



****We are subject to government regulation in connection with securities laws and regulations applicable to all publicly
owned companies, as well as laws and regulations applicable to businesses generally. Over the past two years, the Company's
activities have evolved to include the offering of stand-alone products providing impersonal investment advice such as stock
and investment strategy recommendations to subscribers, in contrast to providing such advice as part of a larger online financial
publication of more general and regular circulation.  As a result, in 2002 the Company registered with the SEC as an investment
advisor under the Investment Advisers Act of 1940 (the "Investment Advisers Act") and is now subject to the various rules and
regulations of the Investment Advisers Act.  In addition, our newly established subsidiary, Independent Research Group LLC,
has applied for registration with the SEC and for membership in the NASD in connection with its proposed activities as an
introducing broker and provider of proprietary and third party equity research.  Upon its approval for NASD membership and its
commencement of brokerage activities, it will become subject to the provisions of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules and regulations promulgated thereunder, as well as the Membership and Registration Rules of
the NASD.  See "Risk Factors - Government Regulation and Legal Uncertainties."



We are also increasingly subject to government regulation and legislation specifically targeting internet companies, such
as privacy regulations adopted at the local, state, national and international levels and taxes levied on the state level. Due to the
increasing popularity and use of the internet, enforcement of existing laws, such as consumer protection regulations, in connection
with web-based activities has become more aggressive, and it is expected that new laws and regulations will continue to be
enacted at the local, state, national and international levels. Such new legislation, alone or combined with increasingly aggressive
enforcement of existing laws, could inhibit the growth in use of the internet and decrease the acceptance of the internet as a
communications and commercial medium, which could in turn decrease the demand for our services or otherwise have a material
adverse effect on our future operating performance and business. See "Risk Factors - Government Regulation and Legal
Uncertainties."





**Item 2.		Properties**



Our principal administrative, sales, marketing, technology and editorial facilities currently reside in a facility
encompassing approximately 35,000 square feet of office space on one floor in an office building on Wall Street in New York
City, New York. Our West Coast bureau is located in approximately 1,600 square feet of office space in San Francisco, California.
Our communications and network infrastructure is hosted at a Cable &
Wireless facility in Jersey City, New Jersey.



In January 2003, we moved the staff of Independent Research Group LLC, a newly formed, wholly-owned subsidiary of
the Company, into approximately 6,600 square feet of office space in an office building at Two Rector Street in New York City,
New York.





**Item 3.		Legal Proceedings**



On December 5, 2001, a class action complaint alleging violations of the federal securities laws was filed in the
United States District Court for the Southern District of New York naming as defendants TheStreet.com, certain of its former
officers and directors and a current director, and certain underwriters of the Company's initial public offering (The Goldman
Sachs Group, Inc., Chase H&Q, Thomas Weisel Partners LLC, FleetBoston Robertson Stephens, and Merrill Lynch Pierce
Fenner & Smith, Inc.). The complaint alleges, among other things, that the underwriters of TheStreet.com's initial public
offering violated the securities laws by failing to disclose certain alleged compensation arrangements (such as undisclosed
commissions or stock stabilization practices) in the offering's registration statement. TheStreet.com and certain of its former
officers and directors and a current director are named in the complaint pursuant to Section 11 of the Securities Act of 1933,
and Section 10(b) of the Exchange Act. The plaintiffs seek damages and statutory compensation against each defendant in an
amount to be determined at trial, plus pre-judgment interest thereon, together with costs and expenses, including attorneys'
fees. Similar complaints have been filed against over 300 other issuers that have had initial public offerings since 1998 and
all such actions have been included in a single coordinated proceeding. Pursuant to a Court Order dated October 9, 2002,
each of the individual defendants to the action has been dismissed without prejudice. Additionally, pursuant to a Court
Opinion and Order dated February 19, 2003, the claims against TheStreet.com for violations of Section 10(b) of the
Exchange Act have been dismissed with prejudice.  TheStreet.com intends to defend the remaining claims vigorously.
However, due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the litigation.
Any unfavorable outcome of this litigation could have an adverse impact on our business, financial condition and results of
operations.



On February 21, 2003, a complaint alleging defamation *per se* was filed by Jonathan Hoenig, a hedge fund manager
and financial commentator, in the Circuit Court of Cook County, Illinois, naming as defendants TheStreet.com and James J.
Cramer, our columnist and director.  Mr. Hoenig's complaint alleges that Mr. Cramer and TheStreet.com knowingly made
false statements intended to harm his reputation as a financial advisor and commentator.  TheStreet.com believes that the
accusations are without merit and filed a motion to dismiss the complaint on March 26, 2003. Once the motion has been
decided, we will be in a position to estimate the potential costs of defending the action.  However, due to the inherent
uncertainties of litigation, we cannot currently predict with any accuracy its ultimate outcome. An unfavorable outcome of
this litigation could have an adverse impact on our business, financial condition and results of operations.



**Item 4.		Submission of Matters to a Vote of Security Holders**



None.

---

**PART II**



******Item 5.		Market for Registrant's Common Equity and Related Stockholder Matters**



Our
Common Stock has been quoted on the Nasdaq National Market under the symbol TSCM since our initial public
offering on May 11, 1999.  The following table sets forth, for the periods indicated, the high and low closing sales prices per share
of the common stock as reported on the Nasdaq National Market.  Such over-the-counter market quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.



**Low**
**High****2001**First quarter
2.28
4.00Second quarter
1.24
2.63Third quarter
1.04
1.43Fourth quarter
0.99
1.32**2002**First quarter
1.32
2.71Second quarter
2.00
3.59Third quarter
2.06
2.92Fourth quarter
2.02
3.48




On March 26, 2003, the last reported sale price for our Common Stock was $3.14 per share.



**Holders**



The number of holders of record of our Common Stock on March 26, 2003 was 337, which does not include beneficial
owners of our Common Stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other
fiduciaries.



**Dividends**



****There were no dividends or other distributions made by us during the fiscal years ended December 31, 2002 and 2001.
It is anticipated that cash dividends will not be paid to the holders of our Common Stock in the foreseeable future.



**Item 6.		Selected Financial Data**



The following selected financial data is qualified by reference to, and should be read in conjunction with, our
audited consolidated financial
statements and the notes to those statements and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere herein.  The selected statement of operations data presented below for the years ended December
31, 2002, 2001 and 2000, and the balance sheet data as of December 31, 2002 and 2001, are derived from our audited
consolidated financial
statements included elsewhere herein.  The selected statement of operations data presented below for the years ended December
31, 1999 and 1998 and the balance sheet data as of December 31, 2000, 1999 and 1998 have been derived from our audited
consolidated
financial statements, which are not included herein.



|                                                                          | **For the Year Ended December 31,**      
|------------------------------------------------------------------------- | -----------------------------------------
|                                                                          | **2002**                                 
|**Statement of Operations Data:**                                         | **(In Thousands, Except Per Share Data)**
|Net revenues:  (see note a)                                               |                                          
|Subscription revenues                                                     | $14,909                                  
|Advertising and e-commerce
revenues                                       | 4,372                                    
|Other revenues                                                            | 1,566                                    
|Total net revenues                                                        | 20,847                                   
|Cost of revenues                                                          | 7,121                                    
|Gross profit                                                              | 13,726                                   
|Operating expenses:                                                       |                                          
|Product development
expenses                                              | 6,852                                    
|Sales and marketing expenses                                              | 7,008                                    
|General and administrative
expenses                                       | 8,715                                    
|Noncash compensation     expense                                          | 999                                      
|Restructuring (gain) expenses                                             | (77)                                     
|Settlement charge                                                         | -                                        
|Asset impairment                                                          | -                                        
|Severance expense                                                         | -                                        
|Total operating expenses                                                  | 23,497                                   
|Loss from continuing   operations                                         | (9,771)                                  
|Interest income (expense), net                                            | 690                                      
|Gain on sale of marketable
security                                       | 185                                      
|Net loss from continuing
operations before provision
    for
income taxes | (8,896)                                  
|Provision for income taxes                                                | -                                        
|Net loss from continuing
    operations                                   | (8,896)                                  
|Discontinued operations:                                                  |                                          
|Loss from discontinued   operations                                       | -                                        
|Gain (loss) on disposal of
discontinued operations                        | 210                                      
|Net loss:                                                                 | $(8,686)                                 
|Net (loss) income per share -
basic and diluted                           |                                          
|Continuing operations                                                     | $  (0.38)                                
|Discontinued operations                                                   | 0.01                                     
|Net loss                                                                  | $  (0.37)                                
|Weighted average basic and   diluted shares outstanding                   | 23,559                                   
|                                                                          |                                          



|                                                                   | **December 31,**  
|------------------------------------------------------------------ | ------------------
|                                                                   | **2002**          
|**Balance Sheet Data:**                                            | **(In Thousands)**
|Cash, cash equivalents, restricted cash and short term
investments | $29,049           
|Working capital                                                    | 19,635            
|Total assets                                                       | 39,428            
|Long-term debt, less current maturities                            | 311               
|Redeemable convertible preferred stock                             | -                 
|Total stockholders' equity                                         | 29,109            



(a)	In November 2000, the Company's Board of Directors decided to discontinue the Company's U.K. operations.  As a
result, the operating results relating to the U.K. operations have been segregated from continuing operations and reported as
discontinued operations in a separate line item on the consolidated statements of operations.  Prior years' amounts were restated
to conform to the current year presentation.





**Item 7.		Management's Discussion and Analysis of Financial Condition and Results of Operations**



Statements contained in this annual report on Form 10-K relating to plans, strategies, objectives, economic performance
and trends and other statements that are not descriptions of historical facts may be forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  Forward-looking information is inherently subject to risks and
uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which
include, but are not limited to, the factors set forth under the heading "Risk Factors" and elsewhere in this annual report, and in
other documents filed by the Company with the Securities and Exchange Commission from time to time.  Forward-looking
statements may be identified by terms such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates",
"believes", "estimates", "predicts", "forecasts", "potential", or "continue" or similar terms or the negative of these terms.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company
cannot guarantee future results, levels of activity, performance or achievements.  The Company has no obligation to update
these forward-looking statements.



The following discussion and analysis should be read in conjunction with the Company's audited consolidated financial
statements and notes thereto.



**Overview**



****TheStreet.com was organized as a limited liability company in June 1996 and converted to a C-corporation,
incorporated in Delaware, in May 1998.  In May 1999, the Company completed its initial public offering.  The Company is
a leading provider of independent, insightful, trustworthy and timely investment commentary, advice, research, analysis and
news.  Over the past several years, our services have expanded from a single, subscription-based news and commentary web site,
to a network of sites, accompanied by a full panoply of subscription products, all geared to furnishing various segments of the
investing population with the commentary, advice, research, analysis and news they need to make better-informed investing and
trading decisions.  As our business has evolved to include our offering of stand-alone advisory reports, in 2002 the Company
applied for, and was granted, registration with the SEC as an investment advisor.



Today,the Company's content is available across diverse media platforms, including the internet, radio and
conferences, allowing the Company to create content once and then earn additional revenue by repackaging and redistributing the
same content to different audiences through separate products and distribution channels.The Company's strategic relationships
with leading companies in the media, technology and financial services sectors help it create brand awareness and increase
its subscription and advertising revenues.



In 2002, the Company continued its strategy of building out its product lines, on both the retail consumer and
professional sides, with the introduction of four new subscription-based advisory reports for consumers and two new
subscription based web
sites aimed expressly at professional investors/traders and financial planners/advisors.  This effort has continued into 2003,
with the introduction of two new consumer advisory reports in the first quarter.



Building on the Company's strategy of expanding its offerings to the professional sector, in the fourth quarter of
2002, the Company formally began the development of a new subsidiary, Independent Research Group LLC. IRG has been
formed for the purpose of generating independent proprietary equity research for use by institutional clients.  In that
connection, IRG has applied for registration with the SEC and membership in the NASD as a broker-dealer.  This will enable
IRG's institutional clients to trade through IRG, and allow IRG to collect commissions
on such trades in payment for the equity research IRG provides to them. We anticipate that IRG will commence operations as a broker-dealer in the second quarter of 2003.



**Discontinued Operations**



In November 2000, the Company's Board of Directors decided to discontinue the Company's U.K. operations.  On
April 30, 2002, the final meeting of the members was held to bring the liquidation to a close.  A final return in the liquidation
was filed on July 25, 2002 in order to formally dissolve the U.K. operations, and the dissolution became effective on October
25, 2002.



******Critical Accounting Policies and Estimates**



**General**



****The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires the Company to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
On an ongoing basis, the Company evaluates its estimates, including those related to allowance for doubtful accounts, the useful
lives of fixed assets, impairment of long-lived assets and income taxes.  The Company bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual
results may differ from these estimates under different assumptions or conditions.



The Company believes the following critical accounting policies affect its more significant judgments and estimates used
in the preparation of its consolidated financial statements.



**Revenue Recognition**



****The Company generates its revenues primarily from subscriptions and advertising.



Subscription revenues represent customer subscriptions that provide subscribers access to investment commentary,
advice, research, analysis and news.  Subscriptions are generally charged to customers' credit cards or are charged directly to companies
that subscribe to the service.  These are generally billed in advance on a monthly, quarterly, semi-annual or annual basis.
The Company calculates net subscription revenues by deducting refunds and
cancellation chargebacks from gross revenues.  Net subscription revenues
are recognized ratably over the subscription period.  Deferred revenue liabilities relate to subscription fees for
which amounts have been collected but for which revenue has not been recognized.



Advertising and e-commerce revenue, derived from the sale of internet sponsorship arrangements, and from the delivery
of banner and email advertisements on the Company's web sites, as well as from conference sponsorships, is recognized ratably
over the period the advertising is displayed, provided that no significant Company obligations remain and collection of the
resulting receivable is probable.  Although infrequent, Company obligations could include guarantees of a minimum number of
times that users of the Company's web sites "click-through" to the advertisers web site, or take additional specified action, such as
opening an account.  In such cases, revenues are recognized as the guaranteed "click-throughs" or other relevant delivery criteria
are fulfilled.



Other revenues consist primarily of conference attendee revenue, revenue related to James J. Cramer's daily radio
program,*RealMoney with Jim Cramer,*syndication revenues, royalties earned from the Company's investing book, reprint
revenues, and barter advertising arrangements (only for fiscal years in which such arrangements occurred).  Revenues from barter
transactions are recognized in accordance with the provisions of Emerging Issues Task Force No. 99-17 (EITF 99-17) during the
period in which the advertisements are displayed on the Company's web sites.  Under the provisions of EITF 99-17, barter
transactions are recorded at the fair value of the advertising surrendered.  There was no barter revenue recognized during the year
ended December 31, 2002.  Barter revenue recognized during the years ended December 31, 2001, and 2000 was $200,000 and
$1,081,900, respectively.  Fair value is determined by the comparable advertising market rates at the time of placement.



**Allowance for Doubtful Accounts**



****The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its
advertisers and subscribers to make required payments.  A considerable amount of judgment is required in assessing the ultimate
realization of these receivables, including the current credit-worthiness of each customer.  If the financial condition of the
Company's advertisers and subscribers were to deteriorate, resulting in an impairment of their ability to make payments, additional
allowances might be required.



**Property and Equipment**



Property and equipment are stated at cost, net of accumulated depreciation and amortization.  Property and equipment are
depreciated on a straight-line basis over the estimated useful lives of the assets (three years for computer equipment, including
capitalized software and web site development costs, and five years for furniture and fixtures).  Leasehold improvements are
amortized using the straight-line method over the shorter of the respective lease term or the estimated useful life of the asset.



**Goodwill and Other Intangible Assets**



****In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142").  SFAS 142 requires companies to stop amortizing goodwill and certain
other intangible assets with an indefinite useful life.  Instead, goodwill and other intangible assets deemed to have an indefinite
useful life will be subject to an annual review for impairment.  Separable intangible assets that are not deemed to have indefinite
lives will continue to be amortized over their useful lives (but with no maximum life).



Upon the adoption of SFAS 142 in the first quarter of 2002, the Company stopped the amortization of goodwill and
certain other intangible assets with an indefinite life, and completed the required transitional fair value impairment test on its
goodwill which had no impact on the Company's financial statements.  An impairment test was performed again as of September
30, 2002, which also had no impact on the Company's financial statements.



**Business Concentrations and Credit Risk**



****Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash
equivalents, restricted cash, short-term investments, and accounts receivable.  The Company maintains all its cash and cash
equivalents in three financial institutions.  The Company performs periodic evaluations of the relative credit standing of these
institutions.  The Company's customers are primarily concentrated in the United States.  The Company performs ongoing credit
evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of customers, historical trends and other information.  To date, such losses have been within
management's expectations.





**Legal Contingencies**



****On December 5, 2001, a class action complaint alleging violations of the federal securities laws was filed in the
United States District Court for the Southern District of New York naming as defendants TheStreet.com, certain of its former
officers and directors and a current director, and certain underwriters of the Company's initial public offering (The Goldman
Sachs Group, Inc., Chase H&Q, Thomas Weisel Partners LLC, FleetBoston Robertson Stephens, and Merrill Lynch Pierce
Fenner & Smith, Inc.). The complaint alleges, among other things, that the underwriters of TheStreet.com's initial public
offering violated the securities laws by failing to disclose certain alleged compensation arrangements (such as undisclosed
commissions or stock stabilization practices) in the offering's registration statement. TheStreet.com and certain of its former
officers and directors and a current director are named in the complaint pursuant to Section 11 of the Securities Act of 1933,
and Section 10(b) of the Exchange Act. The plaintiffs seek damages and statutory compensation against each defendant in an
amount to be determined at trial, plus pre-judgment interest thereon, together with costs and expenses, including attorneys'
fees. Similar complaints have been filed against over 300 other issuers that have had initial public offerings since 1998 and
all such actions have been included in a single coordinated proceeding. Pursuant to a Court Order dated October 9, 2002,
each of the individual defendants to the action has been dismissed without prejudice. Additionally, pursuant to a Court
Opinion and Order dated February 19, 2003, the claims against TheStreet.com for violations of Section 10(b) of the
Exchange Act have been dismissed with prejudice.  TheStreet.com intends to defend the remaining claims vigorously.
However, due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the litigation.
Any unfavorable outcome of this litigation could have an adverse impact on our business, financial condition and results of
operations.



On February 21, 2003, a complaint alleging defamation *per se* was filed by Jonathan Hoenig, a hedge fund manager
and financial commentator, in the Circuit Court of Cook County, Illinois, naming as defendants TheStreet.com and James J.
Cramer, our columnist and director.  Mr. Hoenig's complaint alleges that Mr. Cramer and TheStreet.com knowingly made
false statements intended to harm his reputation as a financial advisor and commentator.  TheStreet.com believes that the
accusations are without merit and filed a motion to dismiss the complaint on March 26, 2003. Once the motion has been
decided, we will be in a position to estimate the potential costs of defending the action.  However, due to the inherent
uncertainties of litigation, we cannot currently predict with any accuracy its ultimate outcome. An unfavorable outcome of
this litigation could have an adverse impact on our business, financial condition and results of operations.



**Results of Operations**



**Comparison of Fiscal Years Ended December 31, 2002 and 2001**





**Net Revenues**



*Subscription Revenues.*Subscription revenues increased to $14,908,512 for the year ended December 31, 2002, as
compared to $9,073,369 for the year ended December 31, 2001.This increase is primarily the result of revenues from several
new subscription-based products, such as *Street Insight*(formerly known as *RealMoney Pro*)*, The Turnaround Report*and*The Daily Swing Trade*, as well as increased revenue associated with *Action Alerts PLUS*, *TheStreet**Ô**View*,**and *The
Chartman's Top Stocks*, which had launched during the year ended December 31, 2001.  For the year ended December 31,
2002, approximately 56% of the Company's net subscription revenue was derived from annual subscriptions, as compared to 71%
for the year ended December 31, 2001.This decrease in the proportion of annual subscription revenues is partially due to the
Company's initial need to outsource fulfillment of new email subscription products to a third party and that third party's
technological inability to provide annual subscriptions.  The Company has since internally developed the requisite
technological infrastructure for its subscription products fulfilled via email.  The Company migrated these monthly
subscribers to its own commerce system in March 2002 and, by the end of the
year, had successfully converted many of these monthly subscribers
into annual subscribers.  Also contributing to the decrease in the proportion of annual versus monthly net subscription
revenue was the expiration of two-year grandfathered subscriptions to *RealMoney* that had been issued at a 50% discount to
current price points and the expiration of a number of discounted annual *RealMoney*bulk subscription deals.



The Company calculates net subscription revenues by deducting refunds and cancellation chargebacks from gross
revenues.  Refunds and cancellation chargebacks issued during the year ended December 31, 2002, totaled approximately
3% of gross subscription revenues for the year.



*Advertising and E-Commerce Revenues.*Advertising and e-commerce revenues decreased to $4,371,584 for the year
ended December 31, 2002, as compared to $5,022,916 for the year ended December 31, 2001.  This is attributable to a decrease
of $1,233,395 in the first quarter 2002 when compared with the first quarter 2001.  During this period, the Company's
advertising sales group was being revamped to better address the market needs.  A new Advertising Sales Director was hired in
February 2002.  In each of the subsequent three quarters of 2002, advertising
and e-commerce revenues have increased when compared to the
corresponding periods in 2001.  Additionally, contributing to the annual reduction in advertising and e-commerce revenues was
a decrease of 24% in revenue generating page views for the year ended December 31, 2002, when compared to the year ended
December 31, 2001.  The reduction in available revenue generating page views, which was due in part to poor general market
conditions, was partially offset by the Company's ability to more effectively monetize the page views by achieving a 21%
increase in the revenue generated by these page views.



For the year ended December 31, 2002, 55% of the Company's advertising and e-commerce revenues, excluding
conference sponsorship revenues, were derived from sponsorship contracts, as compared to 35% for the year ended
December 31, 2001.  The number of the Company's advertisers, excluding conference sponsorships, for the year ended
December 31, 2002 was 100, as compared to 134 for the year ended December 31, 2001.



For the year ended December 31, 2002, the Company's top five advertisers, excluding conference sponsorship
revenues, accounted for approximately 46% of its total advertising and e-commerce revenues, as compared to approximately
34% for the year ended December 31, 2001.



*Other Revenues*. Other revenues increased to $1,566,590 for the year ended December 31, 2002, as compared to
$1,162,091 for the year ended December 31, 2001.  This increase is primarily the result of revenue from James J. Cramer's
daily radio program, *RealMoney with Jim Cramer*, $150,000 that the Company received from the World Trade Center
Business Recovery Grant Program in 2002 as compensation for revenue lost as a result of the September 11th attacks, and
higher conference attendee revenue, partially offset by the elimination of revenue associated with barter advertising
arrangements during the year ended December 31, 2002, which, by contrast, totaled $200,000 during the year ended
December 31, 2001.  Barter advertising transactions in 2001 were recognized at the fair value as determined by the
comparable advertising market rates at the time of placement.





**Cost of Revenues**



Cost of revenues decreased to $7,120,914 for the year ended December 31, 2002, as compared to $8,776,172 for the
year ended December 31, 2001.  Additionally, cost of revenues as a percentage of net revenues has decreased to 34% for the
year ended December 31, 2002, as compared to 58% for the year ended December 31, 2001.  The decrease in cost of
revenues is primarily the result of reduced compensation and related expenses resulting from a lower average headcount, as
well as decreased costs associated with content licensing fees, partially offset by increased outside contributor expenses.  The
decrease in cost of revenues as a percentage of net revenues is due to the cost of revenues decreases combined with the net
revenues increases discussed above.



**Product Development Expenses**



Product development expenses decreased to $6,851,609 for the year ended December 31, 2002, as compared to
$10,609,673 for the year ended December 31, 2001.  This decrease is primarily the result of lower consulting fees
during the period ended December 31, 2002 as
compared to those that had been expended during the period ended December 31, 2001 as the Company re-developed its commerce system, reduced hosting fees as
a result of renegotiated and/or terminated hosting agreements, reduced compensation and related expenses resulting from a
lower average headcount, lower maintenance and internet access fees and reduced depreciation and amortization expenses due
to lower capital expenditures and fully depreciated assets.



******Sales and Marketing Expenses**



Sales and marketing expenses decreased to $7,008,437 for the year ended December 31, 2002, as compared to
$10,972,280 for the year ended December 31, 2001.  This decrease is primarily the result of lower distribution and
advertisement-serving expenses due to renegotiated and expired agreements, reduced advertising and promotion expenses, as
well as the elimination of costs associated with barter advertising arrangements during the year ended December 31, 2002,
which, by contrast, totaled $200,000 during the year ended December 31, 2001.  This decrease was partially offset by
increased commission expense due to the build up of the Company's direct sales force, as well as higher credit card
processing fees due to increased amounts of cash receipts from the sale of subscriptions.****



**General and Administrative Expenses**



General and administrative expenses decreased to $8,715,322 for the year ended December 31, 2002, as compared to
$11,425,466 for the year ended December 31, 2001.  This decrease is primarily the result of the elimination of goodwill
amortization ($1,026,380) in accordance with the Company's adoption of the Financial Accounting Standards Board Statement
of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets," together with reductions in equipment
lease ($1,059,666), occupancy ($753,037), professional ($571,035), bad debt ($498,377), and franchise tax ($288,836)
expenses.  Such decreases were partially offset by increased compensation and related expenses ($959,958) and
directors and officers insurance costs
($225,047).



**Noncash Compensation Expense**



Total noncash compensation expense decreased to $998,473 for the year ended December 31, 2002, as compared to
$1,063,838 for the year ended December 31, 2001.  This decrease was primarily the result of the absence in the year ended
December 31, 2002 of costs incurred in the year ended December 31, 2001 related to shares of common stock issued to
James J. Cramer in connection with his employment agreement, partially offset by additional charges related to stock options
issued to a non-employee on January 15, 2002, as more fully described below.  The remaining noncash compensation
expense beyond the year 2002 is currently estimated to be approximately $337,400.



****In 1998 and the first three months of 1999, the Company granted options to purchase shares of its common stock at
exercise prices that were less than the fair market value of the underlying shares of common stock on the dates of grant.  This
resulted in noncash compensation expense incurred over the period that these specific options vest, the latest of which
occurred in March 2003.  The Company recorded noncash compensation expense of $845,848 during the year ended
December 31, 2002 for these less than fair market value options, as compared to $776,338 during the year ended December
31, 2001.



As mentioned above, on January 15, 2002, the Company issued options to purchase a total of 50,000 shares of
common stock to a non-employee in connection with his outside contributor agreement with the Company.  The options
vested immediately and have an exercise period of the lesser of five years or 90 days after the termination of his services. The
value of the options was $72,043, which is being amortized over the two-year period of his service to the Company.  For the
year ended December 31, 2002, the Company recorded noncash compensation expense of $36,022 for these options.  The
remaining balance of $36,021 will be recognized as noncash compensation expense during the year ending December 31, 2003.



As mentioned above, on January 15, 2002, the Company issued options to purchase a total of 100,000 shares of common
stock to a non-employee in connection with his outside contributor agreement with the Company.  One-half of the options
vested immediately and the other half vested on January 15, 2003.  The options have an exercise period of the lesser of five
years, or 90 days after the termination of his services.  The value of the options was $198,407 at December 31, 2002.  For the
year ended December 31, 2002, the Company recorded noncash compensation expense of $99,203 for these options.  At
January 15, 2003, the value of the options was $195,124.  The remaining balance of $95,921 will be recognized as noncash
compensation expense during the year ending December 31, 2003.



During the year ended December 31, 2002, the Company recognized $17,400 of noncash compensation expense
related to the accelerated vesting of a terminated employee's stock options.



During the year ended December 31, 2001, the Company issued 100,000 shares of common stock to James J. Cramer in
connection with a previously announced award of restricted stock in lieu of his 2001 salary under his employment agreement with
the Company.  This resulted in $287,500 of noncash compensation expense for the year.****





**Restructuring
(Gain) Expenses**



During the year ended December 31, 2000, the Company recorded restructuring expenses totaling $17,575,522 to align
its cost structure with changing market conditions and decreased dependence on the advertising market, to create a more flexible
and efficient organization.  For the year ended December 31, 2002, the Company recorded a gain of $77,468, which primarily
represents adjustments to the Company's original estimates related to non-performing assets and the reduction of its lease
obligation.  For the year ended December 31, 2001, the Company recorded a gain of $3,336,931 which primarily represented
adjustments to the Company's original estimates related to negotiated settlements for less than the amounts initially estimated, and
the reduction of its lease obligation and non-performing assets.



**Settlement Charge**



No settlement charge was recorded for the year ended December 31, 2002.For the year ended December 31, 2001,
the Company recognized a settlement charge of $2,535,660 in connection with the termination of a strategic alliance
agreement with Go2Net, Inc., now a subsidiary of Infospace, Inc.  The companies agreed to an early termination of the
agreement, which had obligated the Company to pay Go2Net a total of $7,500,000 over a three-year period beginning in
August 2000, when the agreement was signed in connection with a $7,452,257 investment in the Company by Go2Net and
Vulcan Ventures.



**Asset Impairment**



No asset impairment was recorded for the year ended December 31, 2002.  For the year ended December 31, 2001, the
Company recognized an impairment of $4,054,354 related to its investment in BusinessNet Online Ltd., a joint venture with
Israeli newspaper publisher the Ha'aretz Group Ltd.****



******Interest Income**



For the year ended December 31, 2002, interest income was $690,097, as compared to $2,184,258 for the year
ended December 31, 2001.  This decrease is the result of significantly lower interest rates and reduced cash and cash
equivalents, restricted cash, and short-term investments balances.



**Gain on Sale of Marketable Security**



For the year ended December 31, 2002, gain on sale of marketable security was $184,667.  No gain was recorded for
the year ended December 31, 2001.In July 2002 the Company sold a U.S. Treasury Note (the "Treasury Note") that bore
interest at the rate of 3% per annum and had a maturity date of February 29, 2004.  Management's original intention was to
hold the Treasury Note until maturity.  However, due to changes in market conditions, the Company revised its plan and sold
the Treasury Note, realizing a gain on the sale.****



******Discontinued Operations**



********In November 2000, the Company's Board of Directors decided to discontinue and liquidate the Company's U.K.
operations.  On April 30, 2002, the final meeting of the members was held to bring the liquidation to a close.  A final
return in the liquidation was filed on July 25, 2002 in order to formally dissolve the U.K. operations, and the dissolution
became effective on October 25, 2002.  As of December 31, 2002, the liquidation process has been completed, and there
are no remaining assets or liabilities related to the discontinued operations.



For the year ended December 31, 2002, the Company recorded a gain on disposal of discontinued operations of
$209,929, as compared to a gain of $400,000 for the year ended December 31, 2001.  The gains primarily represent
adjustments to the Company's original estimate related to costs to be incurred in completing the liquidation process for the
Company's U.K. operations.





**Comparison of Fiscal Years Ended December 31, 2001 and 2000**



**Net Revenues**



*Subscription Revenues.*Subscription revenues increased to $9,073,369 for the year ended December 31, 2001, as
compared to $8,333,666 for the year ended December 31, 2000.  The increase in subscription revenues was primarily the result of
the launch of several new subscription-based products, such as*TheStreet****Ô****View*,*Action Alerts PLUS*,*The Chartman's Top Stocks*,and a Streaming Real-Time Portfolio Tracker in conjunction with Money.net, as well as subscription revenue associated with*SmartPortfolio.com*,which was acquired in December 2000, partially offset by decreased subscription revenue associated with
the Company's*RealMoney.com*web site.  For the year ended December 31, 2001, approximately 71% of the Company's net
subscription revenue was derived from annual subscriptions, as compared to 80% for the year ended December 31, 2000.  We
calculate net subscription revenues by deducting from gross revenues cancellation chargebacks and any refunds.  During the year
ended December 31, 2001, cancellation chargebacks and refunds accounted for approximately 15% of total subscription revenues,
as compared to approximately 8% for the year ended December 31, 2000, in part due to cancellations during 2001 of annual
subscriptions to*TheStreet.com*, which upon expiration in 2001 renewed at the new higher annual price point associated with their
conversion to*RealMoney*subscriptions.



*Advertising and E-Commerce Revenues.*Advertising and e-commerce revenues decreased to $5,022,916 for the year
ended December 31, 2001, as compared to $13,179,530 for the year ended December 31, 2000.  This decrease was primarily due
to a significant slowdown in the overall online advertising market resulting in reduced sales of internet sponsorship, banner and
email advertisements, which contributed to a 65% reduction in our revenue per 1,000 page views.  For the year ended December
31, 2001, 35% of the Company's advertising and e-commerce revenues were derived from sponsorship contracts, as compared to
56% for the year ended December 31, 2000.  The number of the Company's advertisers for the year ended December 31, 2001
was 134, as compared to 237 for the year ended December 31, 2000.  For the year ended December 31, 2001, the Company's top
five advertisers accounted for approximately 34% of its total advertising and e-commerce revenues, as compared to approximately
26% for the year ended December 31, 2000.



*Other Revenues.*Other revenues decreased to $1,162,091 for the year ended December 31, 2001, as compared to
$1,794,823 for the year ended December 31, 2000.  This decrease was primarily the result of the absence of revenues associated
with*TheStreet.com*television show as well as fewer barter arrangements with online and print media companies, partially offset
by increased syndication revenue.  Barter transactions are recognized at the fair value as determined by the comparable advertising
market rates at the time of placement.



**Cost of Revenues**



****Cost of revenues decreased to $8,776,172 for the year ended December 31, 2001, as compared to $13,070,104 for the
year ended December 31, 2000.Additionally, cost of revenues as a percentage of net revenues has increased to 58% for the
year ended December 31, 2001, as compared to 56% for the year ended December 31, 2000.  The decrease in cost of revenues
was primarily the result of reductions within the Company's editorial staff to 49 employees of December 31, 2001, as compared to
77 as of December 31, 2000.The increase in cost of revenues as a percentage of net revenues is due to the cost of revenues
decreases offset by the net revenues decreases discussed above.



**Product Development Expenses**



Product development expenses decreased to $10,609,673 for the year ended December 31, 2001, as compared to
$12,114,848 for the year ended December 31, 2000.  This decrease was primarily the result of reduced consulting fees
during the year ended December 31,  2001
compared to those that were incurred during the year ended December 31, 2000 in connection with the expansion of the Company's capacity to handle the increase
in traffic related to the conversion of its subscription-based*TheStreet.com*web site to a completely free, advertising-supported
site, accompanied by*RealMoney.com*, then a new subscription-based site, reductions within the Company's technology and
product development staff to 27 employees as of December 31, 2001, as compared to 44 employees as of December 31, 2000,
resulting in reduced compensation and related expenses, and lower hosting fees as a result of renegotiated and/or terminated
agreements.  These savings were partially offset by increased depreciation and amortization expenses related to equipment
purchased to meet the demands of the increased traffic, as well as equipment from the Company's acquisition of
SmartPortfolio.com, Inc. in late December 2000.



**Sales and Marketing Expenses**



****Sales and marketing expenses decreased to $10,972,280 for the year ended December 31, 2001, as compared to
$22,457,462 for the year ended December 31, 2000.  This decrease was primarily the result of reduced advertising and promotion
expenses resulting from the Company's strategy of decreasing non-web based advertising, a reduction in the Company's sales and
marketing staff to 29 employees as of December 31, 2001, as compared to 49 as of December 31, 2000, as well as lower expense
associated with barter arrangements with online and print media companies.



**General and Administrative Expenses**



General and administrative expenses decreased to $11,425,466 for the year ended December 31, 2001, as compared to
$13,061,589 for the year ended December 31, 2000.  This decrease was primarily the result of reduced occupancy costs in
connection with the reduction in the Company's lease obligation for its New York office, reduced compensation and related
expenses, as well as lower bad debt expense, partially offset by increased goodwill amortization related to the Company's
acquisition of SmartPortfolio.com, Inc. in December 2000, as well as additional professional fees.



**Noncash Compensation Expense**



Total noncash compensation expense decreased to $1,063,838 for the year ended December 31, 2001, as compared
to $1,370,689 for the year ended December 31, 2000.



In 1998, and the first three months of 1999, the Company granted options to purchase shares of its common stock at
exercise prices that were less than the fair market value of the underlying shares of common stock on the date of grant.  This
resulted in noncash compensation expense incurred over the period that these specific options vest.The Company recorded
noncash compensation expense of $776,338 during the year ended December 31, 2001 for these less than fair market value
options, as compared to $1,370,689 during the year ended December 31, 2000.



During the year ended December 31, 2001, the Company issued 100,000 shares of common stock to James J. Cramer in
connection with a previously announced award of restricted stock in lieu of his 2001 salary under his employment agreement with
the Company.  This resulted in $287,500 of noncash compensation expense for the year.****



**Restructuring
(Gain) Expenses**



****During the year ended December 31, 2000, the Company recorded restructuring expenses totaling $17,575,522 to align
its cost structure with changing market conditions and decreased dependence on the advertising market to create a more flexible
and efficient organization.  For the year ended December 31, 2001, the Company recorded a gain of $3,336,931, which primarily
represented adjustments to the Company's original estimates related to negotiated settlements for less than the amounts initially
estimated, and the reduction of its lease obligation and non-performing assets.



**Settlement Charge**



****For the year ended December 31, 2001, the Company recognized a settlement charge of $2,535,660 in connection with
the termination of a strategic alliance agreement with Go2Net, Inc., now a subsidiary of
Infospace, Inc.  The companies agreed to
an early termination of the agreement, which had obligated the Company to pay to Go2Net a total of
$7,500,000 over a three-year
period beginning in August 2000, when the agreement was signed in connection with a
$7,452,257 investment in the Company
by Go2Net and Vulcan Ventures.



**Asset Impairment**



For the year ended December 31, 2001, the Company recognized an asset impairment totaling $4,054,354, as compared
to none for the year ended December 31, 2000.  The Company accounted for long-lived assets under the provisions of Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" ("SFAS No. 121").  SFAS No. 121 established financial accounting and reporting standards for the impairment
of long-lived assets, certain identifiable intangibles, and goodwill related to those assets to be held and used, and for long-lived
assets and certain identifiable intangibles to be disposed of.  Accordingly, the Company performed a discounted cash flow analysis
of all long-lived assets and in 2001 concluded that its investment in BusinessNet Online, Ltd., a joint venture with Israeli
newspaper publisher the Ha'aretz Group Ltd., had been fully impaired.****



**Interest Income**



****For the year ended December 31, 2001, interest income was $2,184,258, as compared to $5,595,026 for the year ended
December 31, 2000.  This decrease was the result of reduced cash and cash equivalents, restricted cash, and short-term
investments balances and significantly lower interest rates.



**Discontinued Operations**



****In November 2000, the Company's Board of Directors decided to discontinue the Company's U.K. operations.  As a
result, the assets and liabilities of the discontinued operations were in liquidation.  Accordingly, the operating results relating to
the U.K. operations have been segregated from continuing operations and reported as a separate line item on the consolidated
statements of operations.



For the year ended December 31, 2001, there was no loss from discontinued operations, as compared to $10,199,945 for
the year ended December 31, 2000, while the U.K. company was in operation.  For the year ended December 31, 2001, the
Company recorded a gain on disposal of discontinued operations of $400,000, as compared to a loss of $1,003,580 for the year
ended December 31, 2000.  The gain in 2001 represented an adjustment to the Company's original estimate related to costs to be
incurred in completing the liquidation process.



As of December 31, 2001, the book value of the remaining current assets of the discontinued operations was $45,480.
There were no remaining non-current assets.



**Liquidity and Capital Resources**



****The Company currently invests in money market funds and other short-term, investment grade instruments that are highly
liquid, of high-quality, and have maturities of up to two years, with the intent that such funds can easily be made available for
operating purposes.  As of December 31, 2002, the Company's cash and cash equivalents, current and noncurrent restricted cash,
and short-term investments amounted to $29,048,811, representing 74% of total assets.



Net cash used in operating activities of $3,669,752 for the year ended December 31, 2002 was primarily due to a net loss
of $8,685,908, a decrease in restructuring reserve, an increase in accounts receivable, a decrease in accounts payable and accrued
expenses, a gain on disposal of discontinued operations, and a gain on sale of marketable security.  This was partially offset by
noncash charges, an increase in deferred revenue and decreases in both other assets and prepaid expenses and other current assets.



Net cash provided by investing activities of $1,018,794 for the year ended December 31, 2002 consisted primarily of a
decrease in restricted cash, and net sales of both short and long-term investments, partially offset by capital expenditures.Capital
expenditures generally consisted of purchases of computer software and hardware.

Net cash used in financing activities of $524,532 for the year ended December 31, 2002 consisted primarily of the
proceeds from the exercise of stock options, partially offset by the purchase of treasury stock and a decrease in note payable.



As of December 31, 2002, the Company has a total of $2,672,629 of cash that is invested in certificates of deposit
and money market investments that serve as collateral for outstanding letters of credit, and is therefore restricted.  The
letters of credit serve as security deposits for operating leases and insurance premiums.  Of this total, the Company
anticipates that $372,629 will become unrestricted within the next 12 months, and is therefore classified as a current asset.
The Company anticipates that the remaining $2,300,000 of restricted cash will become unrestricted at various times
through the year 2009.



The Company believes that its current cash and cash equivalents and short-term investments will be sufficient to
meet the Company's anticipated cash needs for at least the next 12 months.  Thereafter, if cash generated from operations is
insufficient to satisfy the Company's liquidity requirements, the Company may need to raise additional funds through public
or private financings, strategic relationships or other arrangements.  There can be no assurance that additional funding, if
needed, will be available on terms attractive to the Company, or at all.  Strategic relationships, if necessary to raise additional
funds, may require the Company to provide rights to certain of its content.  The failure to raise capital when needed could
materially adversely affect the Company's business, results of operations and financial condition.  If additional funds are
raised through the issuance of equity securities, the percentage ownership of the Company's then-current stockholders would
be reduced.  Furthermore, these equity securities might have rights, preferences or privileges senior to those of the
Company's common stock.

****



**Treasury Stock**



As discussed in Note 13 to the consolidated financial statements, in December 2000 the Company's Board of Directors
authorized the repurchase of up to $10 million worth of the Company's common stock.  To date, the Company has purchased
5,422,100 shares of common stock at an aggregate cost of $7,215,410.  The Company may from time to time engage in
repurchases of common stock under the program depending upon prevailing market conditions.



**Commitments and Contingencies**



The Company is committed under operating leases, principally for office space, furniture and fixtures, and
equipment.  Certain leases are subject to rent reviews and require payment of expenses under escalation clauses.  Rent and
equipment rental expenses were $1,579,152, $3,274,773 and $3,921,666 for the years ended December 31, 2002, 2001
and 2000, respectively.  Additionally, the Company has employment agreements with certain of its employees and outside
contributors.  Future minimum payments under these obligations are as follows:



| |  | **Payments Due by Year**
| |  | ------------------------

|                                   |  |              |  |            |  |            |  |            |  |            |  |            |  | **After** 
|---------------------------------- |  | ------------ |  | ---------- |  | ---------- |  | ---------- |  | ---------- |  | ---------- |  | ----------
|**Contractual obligations:**       |  | **Total**    |  | **2003**   |  | **2004**   |  | **2005**   |  | **2006**   |  | **2007**   |  | **2007**  
|Operating leases                   |  | $  8,095,496 |  | $1,312,466 |  | $1,295,531 |  | $1,318,692 |  | $1,318,692 |  | $1,130,303 |  | $1,719,812
|Employment agreements              |  | 1,688,922    |  | 1,161,589  |  | 302,333    |  | 225,000    |  | -          |  | -          |  | -         
|Outside contributor agreements     |  | 575,867      |  | 574,200    |  | 1,667      |  | -          |  | -          |  | -          |  | -         
|Note payable                       |  | 395,174      |  | 84,010     |  | 89,895     |  | 96,192     |  | 102,931    |  | 22,146     |  | -         
|Total contractual cash obligations |  | $10,755,459  |  | $3,132,265 |  | $1,689,426 |  | $1,639,884 |  | $1,421,623 |  | $1,152,449 |  | $1,719,812



See Note 4 of the Company's
audited consolidated financial statements for a discussion of an amendment in the Company's
lease agreement for its office space in New York City.



**Item 7A.	Quantitative and Qualitative Disclosure about Market Risk**



The Company believes that its market risk exposures are immaterial as the Company does not have instruments for
trading purposes, and reasonable possible near-term changes in market rates or prices will not result in material near-term
losses in earnings, material changes in fair values or cash flows for all instruments.



****

Risk Factors



*******You should carefully consider the following material risks facing
TheStreet.com.  If any of the following risks occur,
the Company's business, results of operations or financial condition could be materially adversely affected.  The Company
may also face other risks that are not discussed in the following description of its risk factors either because it is unaware of
such risks or because it presently believes that such risks are immaterial.  The Company cannot assure you that any of these
other risks, if they were to occur, would not materially adversely affect the Company's business, results of operations or
financial condition.*****



**The Company Has a History of Losses and May Incur Further Losses**



********The Company has incurred operating losses in each fiscal quarter since its formation and may continue to experience
operating losses in the future.  As of December 31, 2002, the Company had an accumulated deficit of $147.6 million.
Notwithstanding this history of operating losses, the Company expects to achieve a positive operating cash flow by the end of
2003.  However, the Company will need to generate significant revenues in order to cover the significant operating expenses it
expects to incur throughout the coming year.  Accordingly, the Company can make no assurances that it will achieve its
profitability goals and, even if the Company does achieve its profitability goals, the Company may be unable to sustain or
increase profitability on a quarterly or annual basis in the future.



**The Company's Quarterly Financial Results May Fluctuate and its Future Revenues are Difficult to Forecast and
May be Seasonal**



The Company's quarterly operating results may fluctuate significantly in the future as a result of a variety of factors,
many of which are outside the Company's control, including:



> *demand for advertising on the Company's web sites and the internet generally;
> 
> *advertising rate reductions and subscription price reductions due to decreased demand or increased competition;
> 
> *advertising budget cycles of the Company's customers;
> 
> *the Company's success in developing new products or services and the amount and timing of costs associated with
> that process;
> 
> *the Company's ability to enter into new and maintain its current strategic relationships;
> 
> *the amount and timing of the Company's costs for marketing and other initiatives;
> 
> *new products or services introduced by the Company or its competitors;
> 
> *content distribution fees or other costs incurred by the Company;
> 
> *costs associated with system downtime affecting the internet generally or the Company's web sites in particular;
> and
> 
> *general economic and market conditions.



The Company forecasts its current and future expense levels based on expected revenues and the
Company's investment plans.  The Company's expenses are largely fixed in nature.  Therefore, the Company
may not be able to adjust its spending fast enough to mitigate losses in the event its revenues decline
unexpectedly.  In addition, the Company believes that advertising sales in traditional media, such as television
and radio, generally are lower in the first and third calendar quarters of each year and that similar seasonal
patterns have developed in the Company's industry.  The Company believes that quarter-to-quarter comparisons
of its operating results may not be a good indication of its future performance, nor would its operating results for
any particular quarter be indicative of future operating results.  Due to the above factors, the Company's
operating results may be below the expectations of public market analysts and investors in some future quarters.
In such an event, the price of the Company's common stock is likely to decline.



**The Company May Have Difficulty Selling its Advertising Inventory, a Significant Portion of Which Is
Concentrated Among the Company's Top Advertisers**



****Although the market for online advertising sales has shown some signs that it is beginning to recover from
its severe decline, many factors continue to weigh heavily on it, including the prolonged stock market slump, the
declines in business and consumer spending, recent acts of terrorism and the war in Iraq, all of which have
negatively affected readership of financial market content, such as that produced by the Company.  As a result,
many advertising supported web sites, particularly those in the financial sector, continue to experience difficulty
selling their available inventories and maintaining their rate structures.  Although the Company believes that its
demographic profiles will continue to enable it to maintain its high sell-through, its ability to increase its
advertising revenues depends on a variety of factors, including general market conditions, seasonal fluctuations in
financial news consumption and overall online usage and the Company's ability to increase its unique visitors and
page view inventory.  If the Company is unable to attract the necessary traffic, or if despite such traffic, advertising
revenues decrease due to the factors discussed above, the Company's business, results of operations and financial
condition could be materially adversely affected.



In the fourth quarter of 2002, the Company's top five advertisers accounted for approximately 51% of its
total advertising and e-commerce revenues, excluding conference sponsorship revenues.  For the twelve months
ended December 31, 2002, the Company's top five advertisers accounted for approximately 46% of its total
advertising and e-commerce revenues, excluding conference sponsorship revenues, as compared to approximately
34% for the twelve months ended December 31, 2001.  The Company's business, results of operations and
financial condition could be materially adversely affected by the loss of a number of its top advertisers, and such a
loss could be concentrated in a single quarter.  Further, if the Company does not continue to increase its revenue
from financial-services advertisers or attract advertisers from non-financial industries, its business, results of
operations and financial condition could be materially adversely affected.  As is typical in the advertising industry,
the Company's advertising contracts have short notice cancellation provisions.



**A General Decline in Online Advertising or Commercial Email Could Harm the Company's Business**



The Company's future success is dependent in part on the use of the internet as an advertising medium.
The internet advertising industry continues to evolve, and it cannot yet be compared with traditional advertising
media to gauge its effectiveness, particularly from a branding perspective.  As a result, demand and market
acceptance for internet advertising solutions is uncertain and its growth has slowed significantly.  The adoption of
internet advertising, particularly by those entities that have historically relied upon traditional media for
advertising, requires the acceptance of a new way of conducting business, exchanging information and advertising
products and services.  Some of these customers may find internet advertising to be less effective for promoting
their products and services relative to traditional advertising media.  The Company cannot assure you that current
or potential advertising customers will continue to allocate a portion of their advertising budget to internet
advertising or that the demand for internet advertising will continue to develop to sufficiently support internet
advertising as a significant advertising medium.  If the demand for internet advertising decreases, then the
Company's business, results of operations and financial condition could be materially and adversely affected.



Moreover, "filter" software programs that limit or prevent advertising from being delivered to a web user's
computer are available.  Widespread adoption of this software could materially adversely affect the commercial
viability of web advertising, which could materially adversely affect the Company's advertising revenues.  In
addition, some internet commentators, privacy advocates and federal and state officials have suggested that
legislation may be needed to better safeguard online privacy, by the limitation or elimination of the use of cookies,
by so-called "opt-in" requirements that permit the sharing of personal information only if consumers have actively
agreed to it, or by other methods.  If such legislation is passed, it is likely to restrict the ability of online advertisers
to target their ads, which may result in a decrease in online advertising rates or online advertising spending
generally.  Such a decrease could materially adversely affect the Company's advertising revenues.



The Company also derives advertising revenues from email advertising and other email services
(including the marketing of its own products via email), which exposes it to potential liabilities or claims resulting
from unsolicited email, lost or misdirected messages, illegal or fraudulent use of email, privacy violations or
interruptions or delays in email service. Recently, many internet service providers, or ISPs, have implemented
aggressive campaigns to reduce the use of unsolicited commercial email, popularly known as
"spam," on their
networks.  Although the Company believes that its email advertising practices are in compliance with applicable
laws and policies, if one or more ISPs were to deem the Company's email advertising and marketing practices to
be violative of their anti-spam policies, their technology could be used to block or limit the Company's advertising
and marketing efforts. The occurrence of any of the foregoing could materially adversely affect the Company's
business, results of operations and financial condition.



The Company competes with other web sites, television, radio and print media for a share of advertisers'
total advertising budgets.  If advertisers perceive the web in general or the Company's web sites in particular to be a
limited or an ineffective advertising medium, they may be reluctant to devote a portion of their advertising budget
to online advertising or to advertising on the Company's web sites.



**The Company May Have Difficulty Adding Subscribers and Retaining Current Subscribers**



The Company continues to seek to retain its current subscribers and to attract new subscribers.  As of
December 31, 2002, the Company had approximately 66,000 paid annual and monthly subscribers (not including
free trials, but including an estimate of subscribers paid for as part of certain bulk deals) to
14 subscription products,
as compared to approximately 77,000 such subscribers to 10 subscription products as of December 31, 2001.  The
Company believes it has significantly enhanced its subscription offerings to differentiate them from the free financial
and investing information that is widely available on the web, including on*TheStreet.com*site.  However, given the
availability of such free financial information, the Company may not be able to retain its current subscribers and
attract additional subscribers in a cost-effective manner.  If the Company's subscription base declines significantly or
the cost of subscriber acquisition increases, the Company's business, results of operations and financial condition
could be materially adversely affected.



**Difficulties In Developing New and Enhanced Products and Services Could Harm the Company's Business**



In 2002, the Company introduced additional products and services and enhanced existing products and
services designed to help retain its current subscribers and attract new subscribers.  The Company intends to do
more of the same in 2003.  However, if the Company introduces a product or service that is not favorably received,
its current readers may choose a competitive service over the Company's.  The Company may also experience
difficulties that could delay or prevent it from introducing new products and services, or the new products or
services the Company introduces could contain errors that are discovered after they are introduced.  In some cases,
the Company is dependent on third parties, including software companies, application service providers and
technology consulting firms, to help the Company develop and implement new products and services.  If these
third parties are not able to fulfill their responsibilities to the Company on schedule or if the technology developed
by them for the Company's use does not function as anticipated, implementation may be delayed and the cost of
implementation may be higher than anticipated.  Such developments could materially adversely affect the
Company's business, results of operations and financial condition.



**Because the Company Is in the Early Stages Of Developing its Proprietary Equity Research Business, the
Company Is Subject to Risks and Uncertainties Associated With Developing and Operating a New
Business and May Not Achieve Profitability in this New Business**



In October 2002, the Company formed Independent Research Group LLC as a wholly-owned subsidiary
to operate its proprietary equity research business.  IRG expects to begin coverage of equities in the second
quarter of 2003. Since its formation, IRG has incurred start-up costs and expenses, but has not yet generated any
revenues.  The Company will encounter risks, uncertainties, expenses and difficulties as it proceeds to develop
and operate this new business, including, among others, those relating to licensing, staffing, regulatory
compliance and gaining market acceptance of its products.  The limited operating history of IRG makes it
difficult to evaluate the business and its prospects or to accurately predict future revenues or results of
operations for the business.  Accordingly, the prospects for this business should be considered in light of the
risks, uncertainties, expenses and difficulties frequently encountered by companies in an early stage of
development.  The Company can make no assurances that it will successfully develop and operate its proprietary
equity research business or achieve profitability for this business.



**IRG's Revenues May Not Be Sufficient to Cover its Expenses**



IRG's current business plan involves only the production of proprietary equity research and the
dissemination of that research to institutional money managers and hedge funds at no charge to these customers.
In return, IRG expects that these institutional money managers and hedge funds will voluntarily elect to execute
transactions through IRG's correspondent clearing broker and direct to IRG a portion of commissions reasonable
in relation to the value of the research provided by IRG.  These arrangements are subject to various regulatory
requirements.See "Business - Marketing - Professional Marketing - Soft-Dollar Brokers."  IRG does not expect
to conduct other revenue generating activities at this time.  Because there is no guarantee that revenues will be
generated in connection with its proprietary equity research, the Company can make no assurances that IRG's
revenues will be sufficient to cover its expenses.



**The Company's Success in Developing and Operating its Proprietary Equity Research Business Will
Depend in Part on the Demand for Equity Investment in the Marketplace**



The Company's ability to develop and operate its proprietary equity research business will depend in
part on the strength of the market for equity securities generally.  Recently, the market for equity securities has
been depressed due to factors beyond the Company's control, including the adverse effects of current general
economic conditions, recent acts of terrorism and the war in Iraq. These events may have a material adverse
affect on demand for the Company's proprietary equity research.



**If the Company Does Not Develop and Maintain an Effective Sales Force its Business, Results of
Operations and Financial Condition Could Be Materially Adversely Affected******



The Company depends upon its sales force to sell advertising on, and subscriptions for, its web sites and
other products.  The Company has experienced in the past, and may experience in the future, costly, high
turnover in the ranks of its sales force.  In addition to replacement costs, this exposes the Company to risks of
competition from other companies in hiring and retaining qualified sales personnel, decreased productivity
during training and orientation periods, and potential failure to integrate and motivate new and existing sales
personnel.  If the Company is unable to attract and retain qualified sales representatives, its business, results of
operations and financial condition could be materially adversely affected.



**Unforeseen Development Difficulties May Hinder the Company's Efforts**



Over the past two years, the Company has significantly enhanced its design and its technological
infrastructure to further improve its sites and to accommodate increased traffic, and intends to continue such
development activities.  However, unforeseen development difficulties could prevent the Company from
implementing such improvements or cause the costs to implement such improvements, including design,
technology and related costs, to be higher than anticipated.



In the past, the Company has experienced significant spikes in traffic on its web sites when there have
been important financial news events.  Accordingly, the Company's web sites must accommodate a high volume of
traffic, often at unexpected times.  Although the Company has upgraded and continues to improve its systems, the
Company's web sites have in the past, and may in the future, experience publishing problems, slower response
times than usual or other problems for a variety of reasons.  These occurrences could cause the Company's readers
to perceive its web sites as not functioning properly and, therefore, cause them to use other methods to obtain their
financial news and information.  In such a case, the Company's business, results of operations and financial
condition could be materially adversely affected.



**The Company Faces a Risk Of System Failure that May Result in Reduced Traffic, Reduced Revenue and
Harm to its Reputation**



********The Company's ability to provide timely information and continuous news updates depends on the
efficient and uninterrupted operation of its computer and communications hardware and software systems.
Similarly, the Company's ability to track, measure and report the delivery of advertisements on its site depends on
the efficient and uninterrupted operation of a third-party system.  In February 2002, in connection with the
acquisition of the assets of Exodus Communications, Inc. by Cable & Wireless
plc, a global telecommunications
company headquartered in Great Britain, the Company's June 2001 internet-hosting agreement with Exodus was
assumed by Cable & Wireless.  The Company's operations depend on the ability of Cable & Wireless to protect its
own systems and the Company's systems in its data center against damage from fire, power loss, water damage,
telecommunications failure, acts of terrorism, vandalism and similar unexpected adverse events.  Although
Cable & Wireless provides comprehensive facilities management services, including human and technical
monitoring of all production servers 24 hours per day, seven days per week, Cable & Wireless does not guarantee
that the Company's internet access will be uninterrupted, error-free or secure.  Any disruption in the internet access
to the Company's web sites provided by Cable & Wireless could materially adversely affect the Company's
business, results of operations and financial condition.  The Company's own internal systems and operations, as
well as those of Cable & Wireless, may be subject to damage or interruption from human error, natural disasters,
fire, water damage, power loss, telecommunication failures, acts of terrorism, break-ins, sabotage, computer
viruses, intentional acts of vandalism and similar events.  Any system failure, including network, software or
hardware failure, that causes an interruption in the Company's service or a decrease in responsiveness of its web
sites could result in reduced traffic, reduced revenue and harm to the Company's reputation, brand and the
Company's relations with its advertisers and e-commerce partners.



Like most web sites, the Company may be vulnerable to computer viruses, physical or electronic
break-ins and other deliberate attempts to disrupt its technological operations, which could lead to
interruptions, delays or loss of data.  In addition, unauthorized persons may improperly access the Company's
data.  The Company's insurance policies may not adequately compensate the Company for any losses that the
Company may incur because of any failures in its system or interruptions in its delivery of content.  The
Company's business, results of operations and financial condition could be materially adversely affected by
any event, damage or failure that interrupts or delays the Company's operations.



**The Company's Future Success Depends on its Ability to Attract and Retain Key Personnel**



The Company's future success depends upon its ability to attract and retain key personnel, including
executives, editors, writers, and technology personnel.  Certain of the Company's key employees are bound by
employment or non-competition agreements.  The loss of one or more of the Company's key personnel, or the
Company's inability to attract replacements with appropriate expertise, could materially adversely affect the
Company's business, results of operations and financial condition.



**Intense Competition Could Reduce the Company's Market Share and Harm its Financial Performance**



********As our business has expanded into new areas, such as equity research and advisory reports, we face
competition for customers, advertisers, employees and contributors not only with financial news and information
sources, but also with many types of companies, including:



> *
> online services or web sites focused on business, finance, or investing such as *The Wall Street Journal
> Interactive Edition*  (www.wsj.com), DowJones.com, Forbes.com,
> SmartMoney.com, CBS.Marketwatch.com
> and The Motley Fool;
> 
> *
> publishers and distributors of traditional media focused on finance and investing, including print and radio,
> such as *The Wall Street Journal* and financial talk radio programs;
> 
> *
> investmentnewsletter publishers such as Phillips Publishing, KCI Communications and Agora Publishing;
> 
> *
> information and analysis providers such as Standard & Poors; and
> 
> *
> those involved in the creation and production of investor education conferences.



The Company, through
IRG, is a new entrant into the proprietary equity research business.  As a result, the Company
will face significant competition from established Wall Street investment banking firms, large financial institutions, equity
research boutiques and other securities professionals that offer similar information and that have firmly established customer
relationships.  The Company cannot guarantee that it will be able to compete effectively with its current or future competitors
or that this competition will not significantly harm its business.



The Company's ability to compete depends on many factors, including the independence, insightfulness,
trustworthiness and timeliness of its content and that of the Company's competitors, the success of the Company's
recommendations and research, the ease of use of services developed either by the Company or its competitors and the
effectiveness of the Company's sales and marketing efforts.



Many of the Company's existing competitors, as well as a number of potential new competitors, have longer operating
histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources
than the Company does.  This may allow them to devote greater resources than the Company can to the development and
promotion of their services.  These competitors may also engage in more extensive research and development, undertake more
far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and
potential employees, outside contributors, strategic partners and advertisers.  The Company's competitors may develop content
that is equal or superior to the Company's or that achieves greater market acceptance than the Company's.  It is also possible that
new competitors may emerge and rapidly acquire significant market share.  The Company may not be able to compete
successfully for customers, advertisers, employees and contributors, which could materially adversely affect the Company's
business, results of operations and financial condition.  Increased competition could result in price reductions, reduced margins
or loss of market share, any of which could materially adversely affect the Company's business, results of operations and
financial condition.



The Company also competes with other web sites, television, radio, print media
and conference providers for a share of advertisers' total
advertising budgets.  If advertisers perceive the internet or the Company's web sites to be a limited or an ineffective advertising
medium, they may be reluctant to devote a portion of their advertising budget to internet advertising or to advertising on the
Company's web sites.



**A Failure to Establish and Maintain Strategic Relationships With Other Companies Could Decrease the Company's
Subscriber and Reader Base, Which May Harm the Company's Business**



The Company depends on establishing and maintaining content syndication and headline indexing relationships with
high-traffic web sites for a significant portion of its current subscriber and reader base.  There is intense competition for
relationships with these firms and placement on these sites, and the Company may have to pay significant fees to establish
additional content syndication and headline indexing relationships with large, high-traffic partners or maintain existing
relationships in the future.  The Company may be unable to enter into or successfully renew relationships with these firms or
sites on commercially reasonable terms or at all.  These relationships may not attract significant numbers of subscribers or
readers.



Many companies that the Company may approach for a strategic relationship or who already have strategic
relationships with the Company also provide investment commentary, advice, research, analysis or news from other sources. As
a result, these companies may be reluctant to enter into or maintain strategic relationships with the Company.  The Company's
business, results of operations and financial condition could be materially adversely affected if the Company does not establish
additional, and maintain existing, strategic relationships on commercially reasonable terms or if any of the Company's strategic
relationships do not result in an increase in the number of subscribers or readers of its web sites and other products.



**The Company May Be Unable to Grow Through Acquisitions and Integrate Future Acquisitions into its Business**



********The Company's growth strategy may involve acquisitions of other companies.  However, the Company may be unable
to successfully pursue and complete acquisitions in a timely and cost-effective manner.  Further, the pursuit and integration of
acquisitions will require substantial attention from the Company's senior management, which will limit the amount of time
these individuals will have available to devote to the Company's existing operations.  There can be no assurance that the
Company would be able to successfully integrate these acquisitions into its business or implement its plans without delay or
substantial cost.  In addition, future acquisitions by the Company could result in the incurrence of debt and contingent
liabilities, which could have a material adverse effect upon the Company's business, financial condition and results of
operations.  Any failure or any inability to effectively manage and integrate growth could have a material adverse effect on the
Company's business, financial condition and results of operations.



**Difficulties Associated With the Company's Brand Development May Harm its Ability to Attract Subscribers and
Readers**



The Company believes that maintaining and growing awareness about the*TheStreet.com*and*RealMoney*brands,
among others, is an important aspect of its efforts to continue to attract users.  The Company's new products do not have widely
recognized brands, and the Company will need to increase awareness of these brands among potential users.  Although the
Company's efforts to build brand awareness have been successful with respect to certain of the Company's brands, they may not
be cost effective or successful in the future in reaching potential users, and some potential users may not be receptive to the
Company's advertising campaign or other efforts.  Accordingly, the Company cannot assure you that such efforts will be
successful in raising awareness of*TheStreet.com*,*RealMoney*or other brands or in persuading potential users to subscribe to
the Company's products or visit the Company's sites.



**Failure to Maintain the Company's Reputation for Trustworthiness May Reduce the Number of its Readers, Which
May Harm its Business**



It is very important that the Company maintains its reputation as a trustworthy organization. The occurrence of events,
including the Company's misreporting a news story, the non-disclosure of a stock ownership position by one or more of the
Company's writers, the manipulation of a security by one or more of the Company's outside contributors, or other breach of the
Company's compliance policies, could harm the Company's reputation for trustworthiness.  These events could result in a
significant reduction in the number of the Company's readers, which could materially adversely affect its business, results of
operations and financial condition.



**Potential Liability for Information Displayed on the Company's Web Sites May Require it to Defend Against Legal
Claims, Which May Cause Significant Operational Expenditures**



The Company may be subject to claims for defamation, libel, copyright or trademark infringement or based on other
theories relating to the information the Company publishes on its web sites or in other media. These types of claims have been
brought, sometimes successfully, against online services as well as other print publications in the past. The Company could also
be subject to claims based upon the content that is accessible from its web sites through links to other web sites.  The
Company's insurance may not adequately protect it against these claims.



**Failure to Protect the Company's Intellectual Property Rights Could Harm its Brand-Building Efforts and Ability to
Compete Effectively**



To protect the Company's rights to its intellectual property, the Company relies on a combination of trademark and
copyright law, trade secret protection, confidentiality agreements and other contractual arrangements with its employees,
affiliates, customers, strategic partners and others.  The protective steps the Company has taken may be inadequate to deter
misappropriation of its proprietary information.  The Company may be unable to detect the unauthorized use of, or take
appropriate steps to enforce, its intellectual property rights.  The Company has registered several trademarks in the United
States and also has pending U.S. applications for other trademarks.  Failure to adequately protect the Company's intellectual
property could harm its brand, devalue its proprietary content and affect its ability to compete effectively.  Further, defending
the Company's intellectual property rights could result in the expenditure of significant financial and managerial resources,
which could materially adversely affect the Company's business, results of operations and financial condition.



**The Company May Have to Defend Against Intellectual Property Infringement Claims, Which May Cause Significant
Operational Expenditures**



Although the Company believes that its proprietary rights do not infringe on the intellectual property rights of others,
other parties may assert infringement claims against the Company or claims that the Company has violated a patent or infringed
a copyright, trademark or other proprietary right belonging to them.  The Company incorporates licensed third-party technology
in some of its services.  In these license agreements, the licensors have generally agreed to defend, indemnify and hold the
Company harmless with respect to any claim by a third party that the licensed software infringes any patent or other proprietary
right. The Company cannot assure you that these provisions will be adequate to protect it from infringement claims.  Any
infringement claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources on
the Company's part, which could materially adversely affect the Company's business, results of operations and financial
condition.



**The Company's Ability to Maintain and Increase its Customer Base Depends in Large Part on the Continued Growth
in Use and Efficient Operation of the Web**



The web-based information market continues to evolve.  The Company's business would be materially adversely
affected if web usage does not continue to grow or grows slowly.  Web usage may be inhibited for a number of reasons, such as:



> *
> inadequate network infrastructure;
> 
> *
> security and privacy concerns;
> 
> *
> inconsistent quality of service; and
> 
> *
> unavailability of cost-effective, high-speed access to the internet.



The Company's readers depend on internet service providers, online service providers and other web site operators for
access to its web sites.  Many of these companies providing such services have filed for bankruptcy.  Many have experienced
significant service outages in the past and could experience service outages, delays and other difficulties due to system failures
unrelated to the Company's systems.  These occurrences could cause the Company's readers to perceive the web in general or
the Company's web sites in particular as an unreliable medium and, therefore, cause them to use other media to obtain their
financial news and information.  The Company also depends on a number of information providers to deliver information and
data feeds to it on a timely basis.  The Company's web sites could experience disruptions or interruptions in service due to the
failure or delay in the transmission or receipt of this information, which could materially adversely affect the Company's
business, results of operations and financial condition.



**Government Regulation and Legal Uncertainties**



***********Internet Communications, Commerce and Privacy Regulation*****.  Existing domestic and international laws or
regulations and private industry guidelines specifically regulate communications or commerce on the web.  Further, laws and
regulations that address issues such as user privacy, pricing, online content regulation, taxation of e-commerce transactions and
the characteristics and quality of online products and services are under consideration by federal, state, local and foreign
governments and agencies and by private industry groups.  Several telecommunications companies have petitioned the Federal
Communications Commission to regulate internet service providers and online services providers in a manner similar to the
regulation of long distance telephone carriers and to impose access fees on such companies.  The governments of other states or
foreign countries might attempt to regulate the Company's transmissions or levy sales or other taxes relating to the Company's
activities.  These regulations, if imposed, could increase the cost of transmitting data over the web.



In addition, the growth and development of the market for internet commerce may prompt calls for more stringent
consumer protection laws, both in the United States and abroad, that may impose additional burdens on companies conducting
business over the internet.  The Company's business, results of operations and financial condition could be materially and
adversely affected by the adoption or modification of laws or regulations relating to the internet.



The Company is also subject to various federal and state regulations concerning the collection and use of information
regarding individuals.  These laws include the Children's Online Privacy Protection Act, and state laws that limit or preclude the
use of voter registration and drivers license information, as well as other laws that govern the collection and use of consumer
credit and financial information, including the Gramm-Leach-Bliley Act.  Although the Company's compliance with applicable
federal and state laws, regulations and industry guidelines has not had a material adverse effect on it, governments, trade
associations and industry self-regulatory groups may enact more burdensome laws, regulations and guidelines, including
antitrust and consumer privacy laws, affecting the Company and its customers.  During the past two years, the U.S. federal and
various state governments have investigated certain internet companies regarding their use of personal information and have
proposed limitations on the collection and use of information regarding internet users including, for example, a prohibition on
the sharing of personal information absent explicit consumer agreement, or "opt-in". The European Union has enacted its own
privacy regulations, which have resulted in limits on the collection and use of certain information from users in Europe.  Other
jurisdictions may follow. The Company could incur additional expenses if any new regulations regarding the use of personal
information are introduced or if the Company were required to defend its privacy practices against agency investigations.  Also,
as a consequence of governmental legislation or regulation or enforcement efforts or evolving standards of fair information
collection practices, the Company may be required to make changes to its products or services in ways that could diminish the
effectiveness of the product or service or its attractiveness to potential customers, which could materially and adversely affect
the Company's business, financial condition and results of operations.



Laws and regulations directly applicable to internet communications, commerce and advertising are becoming more
prevalent, and new laws and regulations are under consideration by the U.S. Congress and state legislatures.  Any legislation
enacted or restrictions arising from current or future government investigations or policy could dampen the growth in use of the
internet generally and decrease the acceptance of the internet as a communications, commercial and advertising medium. The
laws governing the internet remain largely unsettled, even in areas where there has been some legislative action.  Moreover, it
may take years to determine the extent to which existing laws relating to issues such as intellectual property ownership and
infringement, libel, obscenity and personal privacy apply to the internet, internet publishing and internet advertising. 
Any
new laws or regulations relating to the delivery of the Company's products and
services, the dissemination of commercial email advertising and marketing
messages, or certain application or interpretation of existing laws, could
decrease the growth in the use of the internet, decrease the demand for the
Company's products and services, reduce the Company's ability to market its
products and services, or otherwise materially adversely affect the Company's
business, financial condition and results of operations.



***Securities Industry Regulation*****.  Over the past two years, the Company's activities have evolved to include, among
other things, the offering of stand-alone products providing stock recommendations and analysis to subscribers, in contrast
to providing such advice as part of a larger online financial publication of more general and regular circulation.  As a result,
the Company registered in 2002 with the SEC as an investment advisor under the Investment Advisers Act of 1940.  In
addition, IRG has applied for registration with the SEC and for membership in the NASD as a broker-dealer in connection
with its proposed activities as an introducing broker and provider of proprietary and third-party research.  The securities
industry in the United States is subject to extensive regulation under both federal and state laws.  A failure to comply with
regulations applicable to securities industry participants could materially and adversely affect the Company's and IRG's
business, results of operations and financial condition.



Investment advisors such as the Company are subject to SEC regulations covering all aspects of the operation of
their business, including, among others:

> * advertising,*
> record-keeping,
> 
> *
> conduct of directors, officers and employees, and
> 
> *
> supervision of advisory activities.



Likewise, broker-dealers are subject to regulations of the SEC,
state regulators and self-regulatory organizations, such as the NASD,
covering all aspects of the operation of their business, including, among others:



> *
> recommendations of securities,
> 
> *     equity research,
> 
> *     execution of customers' orders,
> 
> *     capital structure,
> 
> *     record-keeping,
> 
> *     advertising,
> 
> *     conduct of directors, officers and employees, and
> 
> *     supervision of securities and research activities.



Violations of the regulations governing the actions of investment advisors and broker-dealers may result in the
revocation of such licenses, the imposition of censures or fines, the issuance of cease-and-desist orders, and the suspension
or expulsion of a firm, its officers, or its employees from the securities business.



The Company and IRG's ability to comply with all applicable securities laws and rules is largely dependent on its
establishment and maintenance of appropriate compliance systems (including proper supervisory procedures and books and
records requirements), as well as its ability to attract and retain qualified compliance personnel.



Furthermore, because the Company and IRG operate in industries subject to extensive regulation, new regulation,
changes in existing regulation, or changes in the interpretation or enforcement of existing laws and rules can have a
significant impact on the Company and IRG's ability to compete in the securities industry.  For example, the recent
enactment of the Sarbanes-Oxley Act of 2002 and other actions by various regulatory authorities and industry
organizations impose significant new requirements on broker-dealers and securities analysts issuing research reports on equity securities
and their supervisors.  The new requirements include an obligation to disclose conflicts and prohibitions designed to
promote objectivity and independence of the securities analyst.  The Company does not expect these changes to materially
adversely affect its business plan for IRG.  However, the Company cannot guarantee that the SEC or other federal and state
governmental regulatory authorities and self-regulatory organizations regulating the actions of broker-dealers and investment
advisors will not further regulate, or change existing legislation affecting, the Company and IRG's business in the future in
a manner that could harm the Company and IRG's business, results of operations and financial condition.****



**************Any Failure of the Company's Internal Security Measures or Breach of its Privacy Protections Could Cause the
Company to Lose Users and Subject it to Liability**



Users who subscribe to one of the Company's subscription-based products are required to furnish certain personal
information (including name, mailing address, phone number, email address and credit card information), which the Company
uses to administer its services.  Additionally, the Company has implemented a registration system that collects certain
information (although not payment information) from users of its free flagship site who wish to gain access to certain features of
the Company's site.  If the security measures that the Company uses to protect personal information are ineffective, the
Company may lose users and the Company's business may be harmed.  Additionally, the Company relies on security and
authentication technology licensed from third parties to perform real-time credit card authorization and verification.  The
Company cannot predict whether technological developments or human error could allow these security measures to be
circumvented.  The Company may need to use significant resources to prevent security breaches or to alleviate problems caused
by any security breaches.  If the Company is not able to prevent all security breaches, its business, results of operations and
financial condition could be materially adversely affected.



The Company's users depend on the Company to keep their personal information private and to not disclose it to third
parties.  The Company therefore maintains a privacy policy, under which, with certain limited exceptions, it will not disclose to
any third parties any personal information about its subscribers or other users.  The Company has retained the ability to modify
the privacy policy at any time.  If the Company's users perceive that the Company is not protecting their privacy, its business,
results of operations and financial condition could be materially adversely affected.



**Concerns About Web Security Could Reduce the Company's Advertising Revenues, Decrease its Reader Base and
Increase its Web Security Expenditures**



Concern about the transmission of confidential information over the internet has been a significant barrier to electronic
commerce and communications over the web.  Any well-publicized compromise of security could deter more people from using
the web or from using it to conduct transactions that involve the transmission of confidential information, such as signing up for
a paid subscription, executing stock trades or purchasing goods or services.  Because many of the Company's advertisers seek to
advertise on its web sites to encourage people to use the web to purchase goods or services, the Company's business, results of
operations and financial condition could be materially adversely affected if internet users significantly reduce their use of the
web because of security concerns.  The Company may also incur significant costs to protect it against the threat of security
breaches or to alleviate problems caused by these breaches.



**Control by Principal Stockholders, Officers and Directors Could Adversely Affect the Company's Stockholders**



The Company's officers, directors and greater-than-five-percent stockholders (and their affiliates), acting together, have
the ability to control substantially all matters submitted to its stockholders for approval (including the election and removal of
directors and any merger, consolidation or sale of all or substantially all of the Company's assets) and to control its management
and affairs.  Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in
control of the Company, impeding a merger, consolidation, takeover or other business combination involving the Company or
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which
in turn could materially adversely affect the market price of the common stock.



**Volatility of the Company's Stock Price Could Adversely Affect the Company's Stockholders**



The stock market has experienced significant price and volume fluctuations and the market prices of securities of
technology companies, particularly internet-related companies, have been highly volatile.  The trading price of the Company's
stock has been and may continue to be subject to wide fluctuations.  From October 1 through December 31, 2002, the closing
sale price of the Company's common stock on the Nasdaq National Market ranged from $2.02 to $3.48.  As of March 26, 2003,
the closing sale price was $3.14.  The Company's stock price may fluctuate in response to a number of events and factors, such
as quarterly variations in operating results, announcements of technological innovations or new products and media properties
by the Company or its competitors, changes in financial estimates and recommendations by securities analysts, the operating
and stock price performance of other companies that investors may deem comparable, and news reports relating to trends in the
Company's markets.  In addition, the stock market in general, and the market prices for internet-related companies in particular,
have experienced extreme volatility that often has been unrelated to the operating performance of such companies.  These broad
market and industry fluctuations may adversely affect the price of the Company's common stock, regardless of its operating
performance.



**Anti-Takeover Provisions Could Prevent or Delay a Change of Control**



Provisions of the Company's amended and restated certificate of incorporation and amended and restated bylaws and
Delaware law could make it more difficult for a third party to acquire the Company, even if doing so would be beneficial to the
Company's stockholders.



**The Company Does Not Intend to Pay Dividends**



The Company has never declared or paid any cash dividends on its common stock.  The Company currently intends to
retain any future earnings for funding growth and, therefore, does not expect to pay any dividends in the foreseeable future.****



**Item 8.		Financial Statements and Supplementary Data**



The Company's
consolidated financial statements required by this item are included in Item 15 of this report.



See Note 3 to the
Company'saudited consolidated financial statements for a discussion of the discontinuation of the Company's U.K.
operations.



**Item 9.		Changes In and Disagreements With Accountants on Accounting and Financial Disclosure**



Prior to 2003, the Audit Committee of the Board of Directors of the Company considered and recommended to the
Board the selection of TheStreet.com's independent public accountants. The final selection, which was made by the Board, was
subject to ratification by stockholders at the Company's annual meeting. At an Audit Committee meeting on February 12, 2002,
the committee voted to put into review the Company's selection of independent public accountants for 2002. The Company
invited four firms, including Arthur Andersen LLP ("Andersen"), the Company's then-current accountants, to participate. On
March 5, 2002, prior to its scheduled participation in the review, Andersen informed the Company that it was resigning its
engagement, effective upon completion of the 2001 audit and filing of the related Annual Report on Form 10-K. A copy of
Andersen's letter to the Company dated March 5, 2002 informing the Company of its resignation and a copy of the Company's
letter to Andersen in response, dated March 6, 2002 are incorporated by reference herein as Exhibits 16.1 and 16.2,
respectively, to our Current Report on Form 8-K filed with the SEC on March 12, 2002. As recommended by the Audit
Committee, the Company's Board of Directors on March 12, 2002 engaged Ernst & Young LLP to serve as the Company's
independent public accountants for 2002. The appointment of Ernst & Young LLP was ratified by the Company's stockholders
at the 2002 annual meeting held on May 29, 2002.



Andersen's reports on the Company's consolidated financial statements for the past two years did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
Andersen's report on the Company's consolidated financial statements for 2001 was issued on an unqualified basis and filed with
TheStreet.com's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.



During the fiscal years ended December 31, 2000 and 2001, and through March 12, 2002, there were no disagreements
with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference to the subject matter in
connection with its report on the Company's consolidated financial statements for such years; and there were no reportable events,
as listed in Item 304(a)(1)(v) of Regulation S-K.



The Company provided Andersen with a copy of the foregoing disclosures at the time of the original filing. A copy of
Andersen's letter to the Securities and Exchange Commission, dated March 12, 2002, stating its agreement with such statements,
is incorporated by reference herein as Exhibit 16.3 to the Company's Current Report on Form 8-K filed with the SEC on
March 12, 2002.



During the fiscal years ended December 31, 2000 and 2001, and through March 12, 2002, the Company did not consult
Ernst & Young LLP with respect to the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other
matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.



****

**PART III**



**************Item 10.	Directors and Executive Officers of the Registrant**



The information required by this Item is incorporated by reference to the Company's definitive Proxy Statement
for its Annual Meeting of Stockholders to be held on May 28, 2003, to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Report.

******Item 11.	Executive Compensation**



************The information required by this Item is incorporated by reference to the Company's definitive Proxy Statement
for its Annual Meeting of Stockholders to be held on May 28, 2003, to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year covered by this Report.



**********Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 			Matters**



************Other than the information provided below, information required by this Item is incorporated by reference to the
Company's definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 28, 2003, to be filed with
the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Report.



**Equity Compensation Plan Information**



The Company has only one equity compensation plan, TheStreet.com 1998 Stock Incentive Plan, as amended and
restated, which was approved most recently by the Company's stockholders at its annual meeting on May 29, 2002.  The
following table sets forth certain information, as of December 31, 2002, concerning shares of common stock authorized for
issuance under that equity compensation plan of the Company.

********

|                                                       | ******************Number of securities to be issued
upon exercise of outstanding options****(a)********** | ************

******Weighted-average exercise
price of outstanding options**

**(b)********** | ******Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))****(c)**
|------------------------------------------------------ | --------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved
by security holders | 4,861,912                                                                                                 | $4.35                                                                                         | 2,553,696 1                                                                                                                                               



1Aggregate number of shares available for grant under TheStreet.com 1998 Stock Incentive Plan, which grants may be in
the form of stock options, restricted stock or deferred stock in the discretion of the Board of Directors, with respect to
non-employee directorsgrants, or the Compensation Committee, with respect to all other grants.



**Item 13.	Certain Relationships and Related Transactions**



The information required by this Item is incorporated by reference to the Company's definitive Proxy Statement for its
Annual Meeting of Stockholders to be held on May 28, 2003, to be filed with the Securities and Exchange Commission within
120 days after the end of the fiscal year covered by this Report.



**Item 14.	Controls and Procedures**



Within the 90-day period prior to the filing of this report, the Company carried out, under the supervision
and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer,
an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) under the Securities Exchange Act of 1934).  Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are
effective.  No significant changes were made in the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

**PART IV**



******Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K**



(a) 1. 	Consolidated Financial Statements:

> See
> TheStreet.com, Inc. Index to Consolidated Financial Statements on page F-1.



2. 	Consolidated Financial Statement Schedules:

> See
> TheStreet.com, Inc. Index to Consolidated Financial Statements on page F-1.



3. 	Exhibits:

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the
Commission:

|**Exhibit****Number** | **Description******                                                                                                                       
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------
|13.1                  | Amended and Restated Certificate of Incorporation                                                                                         
|23.2                  | Amended and Restated Bylaws                                                                                                               
|14.1                  | Amended and Restated Registration Rights Agreement, dated as of December 21, 1998, among TheStreet.com and
the stockholders named therein.
|14.2                  | TheStreet.com Rights Agreement                                                                                                            
|34.3                  | Amendment No. 1, dated as of August 7, 2000, to Rights Agreement                                                                          
|44.4                  | Specimen Certificate for TheStreet.com's common stock                                                                                     
|510.1                 | Amended and Restated 1998 Stock Incentive Plan, dated as of May 29, 2002                                                                  
|10.2                  | Annual Incentive Plan                                                                                                                     
|10.3(a)               | Amended and Restated Employment Agreement, dated
  January 1. 2002, between James Cramer and TheStreet.com, Inc.                          
|10.3(b)               | Employment Agreement, dated February 22, 2003, between James Cramer and
  TheStreet.com, Inc.                                             
|10.4                  | Employment Agreement, dated January 1, 2002, between Thomas J. Clarke and
  TheStreet.com, Inc.                                           
|10.5                  | Employment Agreement, dated March 1, 2003, between James Lonergan and
  TheStreet.com, Inc.                                               
|616.1                 | Letter re: Change in Certifying Accountants                                                                                               
|616.2                 | Correspondence re: Change in Certifying Accountants                                                                                       
|616.3                 | Correspondence re: Change in Certifying Accountants                                                                                       
|23.1                  | Consent of Ernst & Young LLP                                                                                                              
|23.2                  | Information Regarding Consent of Arthur Andersen LLP                                                                                      
|99.1                  | Section 1350 Certification of CEO                                                                                                         
|99.2                  | Section 1350 Certification of CFO                                                                                                         



1 Incorporated by reference to Exhibits to the Company's Registration Statement on Form S-1 dated February 23, 1999
(File No. 333-72799).

2 Incorporated by reference to Exhibits to the Company's Annual Report on Form 10-K dated March 30, 2000.

3 Incorporated by reference to Exhibits to the Company's Annual Report on Form 10-K dated April 2, 2001.

4 Incorporated by reference to Exhibits to Amendment 3 to the Company's Registration Statement on Form S-1 dated
April 19, 1999.

5 Incorporated by reference to Exhibits to the Company's Quarterly Report on Form 10-Q dated August 14, 2002.

6	Incorporated by reference to Exhibits to the Company's Current Report on Form 8-K dated March 5, 2002.



(b) Reports on Form 8-K

****The Company did not file any reports on Form 8-K during the quarter ended December 31, 2002.

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.



---



******SIGNATURES**



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





|                          |     | TheStreet.com, Inc.                                                                                
|------------------------- | --- | ---------------------------------------------------------------------------------------------------
|Dated: March
    31, 2003 | By: | /s/ Thomas J. Clarke, Jr.Thomas J. Clarke, Jr.

*Chief Executive Officer and Chairman of the Board*



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the dates indicated:



|**Signature**                                  | **Title**                                        | **Date******  
|---------------------------------------------- | ------------------------------------------------ | --------------
|                                               |                                                  |               
|/s/ Thomas J. Clarke, Jr.Thomas J. Clarke, Jr. | Chief Executive Officer andChairman of the Board | March 31, 2003
|/s/Lisa A. MogensenLisa A. Mogensen            | Chief Financial Officer                          | March 31, 2003
|/s/Richard BroitmanRichard Broitman            | Controller                                       | March 31, 2003
|/s/James J. CramerJames J. Cramer              | Director                                         | March 31, 2003
|/s/Douglas McIntyreDouglas McIntyre            | Director                                         | March 31, 2003
|/s/James M. MeyerJames M. Meyer                | Director                                         | March 31, 2003
|/s/Daryl OtteDaryl Otte                        | Director                                         | March 31, 2003
|/s/Martin PeretzMartin Peretz                  | Director                                         | March 31, 2003
|/s/Jeffrey A. SonnenfeldJeffrey A. Sonnenfeld  | Director                                         | March 31, 2003
|                                               |                                                  |               



---



**CERTIFICATIONS**



I, Thomas J. Clarke, Jr., certify that:

1. 	I have reviewed this annual report on Form 10-K of
TheStreet.com, Inc.;

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



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

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



> a)	designed such disclosure controls and procedures to ensure that material information relating to the
> registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
> particularly during the period in which this annual report is being prepared;
> 
>   b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within
> 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

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



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

> a)	all significant deficiencies in the design or operation of internal controls which could adversely affect
> the registrant's ability to record, process, summarize and report financial data and have identified for
> the registrant's auditors any material weaknesses in internal controls; andb)	any fraud, whether or not material, that involves management or other employees who have a
> significant role in the registrant's internal controls; and

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



|Dated: March 31, 2003 | By: | /s/Thomas J. Clarke, Jr.

Thomas J. Clarke, Jr.

Chairman of the Board and

Chief Executive Officer
|--------------------- | --- | ---------------------------------------------------------------------------------------------------



---



**CERTIFICATIONS**

I, Lisa A. Mogensen, certify that:

1. 	I have reviewed this annual report on Form 10-K of
TheStreet.com, Inc.;

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



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



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



> a)	designed such disclosure controls and procedures to ensure that material information relating to the
> registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
> particularly during the period in which this annual report is being prepared;
> 
> 
> 
> b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days
> prior to the filing date of this annual report (the "Evaluation Date"); and
> 
> c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and
> procedures based on our evaluation as of the Evaluation Date;

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

> a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the
> registrant's ability to record, process, summarize and report financial data and have identified for the
> registrant's auditors any material weaknesses in internal controls; and
> 
> b)	any fraud, whether or not material, that involves management or other employees who have a significant role
> in the registrant's internal controls; and



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



|Dated: March 31, 2003 | By: | /s/ Lisa A. MogensenLisa A. Mogensen

Chief Financial Officer
|--------------------- | --- | -------------------------------------------------------------





THESTREET.COM, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



**Item
15(a)**

|                                                                                                     | **********Page******
|---------------------------------------------------------------------------------------------------- | --------------------
|Report of Independent Auditor                                                                        | F-2                 
|Report of Independent Public Accountants                                                             | F-3                 
|Consolidated Balance Sheets as of December 31, 2002 and 2001                                         | F-4                 
|Consolidated Statements of Operations for the Years Ended December 31, 2002, 2001 and 2000           | F-5                 
|Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2002, 2001 and 2000 | F-6                 
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000           | F-7                 
|Notes to Consolidated Financial Statements                                                           | F-9                 
|Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2002, 2001 and 2000 | F-23                



---



**************Report of Independent Auditors**



Board of Directors and
Stockholders

TheStreet.com, Inc. ****



We have audited the accompanying consolidated balance sheet of
TheStreet.com, Inc (the "Company") as of
December 31, 2002 and the related consolidated statements of operations, stockholders' equity, and cash flows for the year
then ended.  Our audit also included the financial statement schedule listed in the Index at Item 15(a).  These financial
statements and schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on
these financial statements and schedule based on our audit.  The consolidated financial statements of the Company as of
December 31, 2001 and for each of the two years in the period ended December 31, 2001 were audited by other auditors who
have ceased operations and whose report dated February 12, 2002, expressed an unqualified opinion on those statements.



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



In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of the Company at December 31, 2002 and the consolidated results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally accepted in the United States.  Also, in our opinion,
the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.



As discussed above, the consolidated financial statements of the Company as of December 31, 2001 and for each
of the two years in the period ended December 31, 2001, were audited by other auditors who have ceased operations.  As
described in Note 1, these consolidated financial statements have been revised to include the transitional disclosures
required by Statement of Financial Accounting Standards (Statement) No. 142, "Goodwill and Other Intangible Assets",
which was adopted by the Company as of January 1, 2002.  Our audit procedures with respect to the disclosures in Note
11 with respect to 2001 and 2000 included (a) agreeing the previously reported net loss to the previously issued financial
statements and the adjustments to reported net loss representing amortization expense recognized in those periods related
to goodwill and other intangible assets that are no longer being amortized as a result of initially applying Statement No.
142 to the Company's underlying records obtained from management, and (b) testing the mathematical accuracy of the
reconciliation of adjusted net loss to reported net loss, and the related net loss per share amounts.  In our opinion, the
disclosures for 2001 and 2000 in Note 11 are appropriate.  However, we were not engaged to audit, review, or apply any
procedures to the 2001 and 2000 consolidated financial statements of the Company other than with respect to such
disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 and 2000
consolidated financial statements taken as a whole.



| | /s/ Ernst & Young LLP

New York, New York

January 31, 2003,

except for
the Legal Proceedings section in Note 14,

as to which the date is February 21, 2003
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------



---





REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



*The following audit report of Arthur Andersen
LLP, our former independent auditors, is a copy of the original
report dated February 12, 2002, rendered by Arthur Andersen LLP on the Company's consolidated financial statements
included in the Company's Annual Report on Form 10-K filed on April 1, 2002, and has not been reissued by Arthur
Andersen LLP since that date, nor has it provided a consent to the inclusion of
its report in this Annual Report on Form 10k.*



To
TheStreet.com, Inc.:



We have audited the accompanying consolidated balance sheets of
TheStreet.com, Inc. (a Delaware corporation) and
subsidiary as of December 31, 2001 and 2000 and the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 financial statements referred to above present fairly, in all material respects, the financial position of
TheStreet.com, Inc. and subsidiary as of December 31, 2001 and 2000, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the
United States.



Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The
schedule listed in the index to consolidated financial statements is presented for the purpose of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements, and in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic financial statements taken as a whole.



Arthur Andersen LLP

New York, New York

February 12, 2002



---



|**THESTREET.COM, INC.**        
|-------------------------------
|**CONSOLIDATED BALANCE SHEETS**

| |  |                   |  |                  
| |  | ----------------- |  | -----------------
| |  | December 31, 2002 |  | December 31, 2001
| |  |                   |  |                  

|**ASSETS** |  | 
|---------- |  | 

|**Current Assets:******                            | **** |                          |  |                         
|-------------------------------------------------- | ---- | ------------------------ |  | ------------------------
|Cash and cash equivalents                          |      | $             21,565,018 |  | $             24,740,508
|Restricted cash                                    |      | 372,629                  |  | 950,000                 
|Short-term investments                             |      | 4,811,164                |  | 5,548,499               
|Accounts receivable, net of allowance for doubtful |      |                          |  |                         
|accounts of $212,312 as of December 31, 2002 and   |      |                          |  |                         
|$490,263 as of December 31, 2001                   |      | 1,676,974                |  | 1,003,927               
|Other receivables                                  |      | 91,622                   |  | 114,374                 
|Receivable from related parties                    |      | 105,439                  |  | 101,994                 
|Prepaid expenses and other current assets          |      | 1,020,433                |  | 1,085,332               
|Net current assets of discontinued operations      |      | -                        |  | 45,480                  
|Total current assets                               |      | 29,643,279               |  | 33,590,114              
|                                                   |      |                          |  |                         
|Property and equipment, net                        |      | 3,643,275                |  | 6,480,562               
|Other assets                                       |      | 491,875                  |  | 651,103                 
|Receivable from related parties                    |      | 206,222                  |  | 243,249                 
|Goodwill                                           |      | 1,990,312                |  | 1,559,426               
|Other intangibles, net                             |      | 1,153,333                |  | 1,863,333               
|Restricted cash                                    |      | 2,300,000                |  | 2,500,000               
|Total assets                                       |      | $             39,428,296 |  | $             46,887,787
|                                                   |      |                          |  |                         

|**LIABILITIES AND STOCKHOLDERS' EQUITY** |  | 
|---------------------------------------- |  | 

|**********Current Liabilities:******                          | **** |                            |  |                          
|------------------------------------------------------------- | ---- | -------------------------- |  | -------------------------
|Accounts payable                                              |      | $                  733,409 |  | $               1,104,498
|Accrued expenses                                              |      | 3,660,029                  |  | 3,938,856                
|Restructuring reserve                                         |      | -                          |  | 1,366,775                
|Deferred revenue                                              |      | 5,512,669                  |  | 3,165,276                
|Current portion of note payable                               |      | 84,010                     |  | 78,510                   
|Other current liabilities                                     |      | 18,127                     |  | 27,239                   
|Total current liabilities                                     |      | 10,008,244                 |  | 9,681,154                
|Note payable                                                  |      | 311,164                    |  | 395,174                  
|Total liabilities                                             |      | 10,319,408                 |  | 10,076,328               
|                                                              |      |                            |  |                          
|**Stockholders' Equity******                                  | **** |                            |  |                          
|Preferred stock; $0.01 par value; 10,000,000 shares           |      |                            |  |                          
|authorized; none issued and outstanding                       |      | -                          |  | -                        
|Common stock; $0.01 par value; 100,000,000 shares             |      |                            |  |                          
|authorized; 29,007,394 shares issued and 23,585,294           |      |                            |  |                          
|shares outstanding at December 31, 2002, and 28,331,883       |      |                            |  |                          
|shares issued and 23,506,927 shares outstanding at            |      |                            |  |                          
|December 31, 2001                                             |      | 290,074                    |  | 283,319                  
|Additional paid-in capital                                    |      | 183,794,159                |  | 183,022,780              
|Deferred compensation                                         |      | (205,434)                  |  | (1,060,315)              
|Treasury stock at cost; 5,422,100 shares at December 31, 2002 |      |                            |  |                          
|and 4,824,956 shares at December 31, 2001                     |      | (7,215,410)                |  | (6,565,732)              
|Accumulated deficit                                           |      | (147,554,501)              |  | (138,868,593)            
|Total stockholders' equity                                    |      | 29,108,888                 |  | 36,811,459               
|Total liabilities and stockholders' equity                    |      | $             39,428,296   |  | $             46,887,787 

|**The accompanying notes to the consolidated financial statements are an integral part of these statements**
|------------------------------------------------------------------------------------------------------------
|                                                                                                            



---



|**THESTREET.COM, INC.**                  
|-----------------------------------------
|**CONSOLIDATED STATEMENTS OF OPERATIONS**

| |                                     
| | ------------------------------------
| | **For the Years Ended December 31,**

|                                                      |                     | **2002** |                      |  | **2001** |                      |  |  | **2000**
|----------------------------------------------------- | ------------------- | -------- | -------------------- |  | -------- | -------------------- |  |  | --------
|                                                      |                     |          |                      |  |          |                     
|********Net revenues:                                 |                     |          |                      |  |          |                     
|Subscription revenues                                 | $  14,908,512       |          | $     9,073,369      |  |          | $     8,333,666     
|Advertising and e-commerce revenues                   | 4,371,584           |          | 5,022,916            |  |          | 13,179,530          
|Other revenues                                        | 1,566,590           |          | 1,162,091            |  |          | 1,794,823           
|Total net revenues                                    | 20,846,686          |          | 15,258,376           |  |          | 23,308,019          
|Cost of revenues                                      | 7,120,914           |          | 8,776,172            |  |          | 13,070,104          
|Gross profit                                          | 13,725,772          |          | 6,482,204            |  |          | 10,237,915          
|                                                      |                     |          |                      |  |          |                     
|Operating expenses:                                   |                     |          |                      |  |          |                     
|Product development expenses                          | 6,851,609           |          | 10,609,673           |  |          | 12,114,848          
|Sales and marketing expenses                          | 7,008,437           |          | 10,972,280           |  |          | 22,457,462          
|General and administrative expenses                   | 8,715,322           |          | 11,425,466           |  |          | 13,061,589          
|Noncash compensation expense                          | 998,473             |          | 1,063,838            |  |          | 1,370,689           
|Restructuring (gain) expenses                         | (77,468)            |          | (3,336,931)          |  |          | 17,575,522          
|Settlement charge                                     | -                   |          | 2,535,660            |  |          | -                   
|Asset impairment                                      | -                   |          | 4,054,354            |  |          | -                   
|Severance expense                                     | -                   |          | 971,668              |  |          | -                   
|Total operating expenses                              | 23,496,373          |          | 38,296,008           |  |          | 66,580,110          
|Loss from continuing operations                       | (9,770,601)         |          | (31,813,804)         |  |          | (56,342,195)        
|Interest income                                       | 690,097             |          | 2,184,258            |  |          | 5,595,026           
|Gain on sale of marketable security                   | 184,667             |          | -                    |  |          | -                   
|Net loss from continuing operations                   | (8,895,837)         |          | (29,629,546)         |  |          | (50,747,169)        
|Discontinued operations:                              |                     |          |                      |  |          |                     
|Loss from discontinued operations                     | -                   |          | -                    |  |          | (10,199,945)        
|Gain (loss) on disposal of discontinued operations    | 209,929             |          | 400,000              |  |          | (1,003,580)         
|Gain (loss) from discontinued operations              | 209,929             |          | 400,000              |  |          | (11,203,525)        
|Net loss                                              | $   (8,685,908)     |          | $  (29,229,546)      |  |          | $  (61,950,694)     
|                                                      |                     |          |                      |  |          |                     
|Net (loss) income per share - basic and diluted:      |                     |          |                      |  |          |                     
|Continuing operations                                 | $            (0.38) |          | $             (1.14) |  |          | $             (1.94)
|Discontinued operations                               | 0.01                |          | 0.02                 |  |          | (0.43)              
|Net loss                                              | $            (0.37) |          | $             (1.12) |  |          | $             (2.37)
|Weighted average basic and diluted shares outstanding | 23,558,886          |          | 26,031,677           |  |          | 26,105,610          

|**The accompanying notes to the consolidated financial statements are an integral part of these statements**
|------------------------------------------------------------------------------------------------------------



---



|**THESTREET.COM, INC**
    **STATEMENTS OF STOCKHOLDERS' EQUITY**
    **FOR THE YEARS ENDED DECEMBER 31, 2000, 2001, AND 2002**
|-------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                               
|                                                                                                                               
|Balance at December 31, 1999                                                                                                   
|Issuance of common stock
for acquisition                                                                                       
|Issuance of common stock
and warrants for cash                                                                                 
|Issuance of common stock
related to discontinued
operations                                                                    
|Exercise of options                                                                                                            
|Noncash advertising expense                                                                                                    
|Restructuring expense                                                                                                          
|Noncash compensation expense:                                                                                                  
|Compensation expense                                                                                                           
|Decrease due to resignations                                                                                                   
|UK compensation expense                                                                                                        
|Other comprehensive income
    - foreign currency translation                                                                  
|Net loss                                                                                                                       
|Balance at December 31, 2000                                                                                                   
|Issuance of common stock
for acquisition                                                                                       
|Exercise of options                                                                                                            
|Stock repurchase                                                                                                               
|Noncash compensation expense:                                                                                                  
|Compensation expense                                                                                                           
|Decrease due to resignations                                                                                                   
|UK compensation expense                                                                                                        
|Issuance of common stock for
services                                                                                          
|Net loss                                                                                                                       
|Balance at December 31, 2001                                                                                                   
|Issuance of common stock
for acquisition                                                                                       
|Exercise of options                                                                                                            
|Stock repurchase                                                                                                               
|Noncash compensation expense:                                                                                                  
|Compensation expense                                                                                                           
|Decrease due to resignations                                                                                                   
|Modification of stock option                                                                                                   
|Options issued to outside
contributor                                                                                          
|Net loss                                                                                                                       
|Balance at December 31, 2002                                                                                                   

**The accompanying notes to the consolidated financial statements are an integral part of these statements**



---



|******THESTREET.COM, INC.**              
|-----------------------------------------
|**CONSOLIDATED STATEMENTS OF CASH FLOWS**

| |  |  |  |  |  | 
| |  |  |  |  |  | 

|                                                                        |      | For the Years Ended December 31,
|----------------------------------------------------------------------- | ---- | --------------------------------
|                                                                        |      | 2002                            
|**Cash Flows from Operating Activities:******                           | **** |                                 
|Net loss                                                                |      | $  (8,685,908)                  
|Adjustments to reconcile net loss to cash used in                       |      |                                 
|operating activities, net of acquired businesses:                       |      |                                 
|Noncash compensation expense                                            |      | 998,473                         
|Noncash advertising expense                                             |      | 121,054                         
|Noncash asset impairment                                                |      | -                               
|Noncash restructuring expenses                                          |      | -                               
|Gain on disposal of discontinued operations                             |      | (209,929)                       
|Gain on sale of marketable security                                     |      | (184,667)                       
|Net loss on disposal of fixed assets                                    |      | 90,514                          
|Provision for doubtful accounts                                         |      | 41,444                          
|Depreciation and amortization                                           |      | 4,155,259                       
|Minority interest                                                       |      | -                               
|Gain on purchase of minority interest                                   |      | -                               
|Non-current assets of discontinued operations                           |      | -                               
|Net current assets of discontinued operations                           |      | 45,480                          
|Asset writeoff to restructuring expense                                 |      | -                               
|Changes in operating assets and liabilities:                            |      |                                 
|Accounts receivable                                                     |      | (714,491)                       
|Other receivables                                                       |      | 22,752                          
|Receivable from related party                                           |      | 33,582                          
|Prepaid expenses and other current assets                               |      | 64,899                          
|Other assets                                                            |      | 156,412                         
|Accounts payable and accrued expenses                                   |      | (455,078)                       
|Restructuring reserve                                                   |      | (1,487,829)                     
|Deferred revenue                                                        |      | 2,347,393                       
|Other current liabilities                                               |      | (9,112)                         
|Net cash used in operating activities                                   |      | (3,669,752)                     
|                                                                        |      |                                 
|Cash Flows from Investing Activities:                                   | **** |                                 
|Purchase of short-term investments                                      |      | 10,902,082)                     
|Sale of short-term investments                                          |      | 11,639,417                      
|Purchase of marketable security                                         |      | (9,911,651)                     
|Sale of marketable security                                             |      | 10,096,318                      
|Purchase of investment in held to maturity securities                   |      | -                               
|Sale of investment in held to maturity securities                       |      | -                               
|Purchase of Long Term Investments                                       |      | -                               
|Loans to Business Net Online Ltd.                                       |      | -                               
|Restricted cash                                                         |      | 777,371                         
|Capital expenditures                                                    |      | (703,670)                       
|Proceeds from the disposal of discontinued operations                   |      | 15,091                          
|Purchase of minority interest in discontinued operations                |      | -                               
|Proceeds from the sale of fixed assets                                  |      | 8,000                           
|Acquisition of business, net of cash acquired                           |      | -                               
|Net cash provided by (used in) investing activities                     |      | 1,018,794                       
|                                                                        |      |                                 
|Cash Flows from Financing Activities:                                   | **** |                                 
|Proceeds from the exercise of stock options                             |      | 203,656                         
|Note payable                                                            |      | (78,510)                        
|Purchase of treasury stock                                              |      | (649,678)                       
|Net cash (used in) provided by financing activities                     |      | (524,532)                       
|Effect of exchange rate on changes in cash                              |      | -                               
|Net decrease in cash                                                    |      | (3,175,490)                     
|Cash and cash equivalents, beginning of year                            |      | 24,740,508                      
|Cash and cash equivalents, end of year                                  |      | $  21,565,018                   
|                                                                        |      |                                 
|Supplemental disclosures of cash flow information:                      |      |                                 
|                                                                        |      |                                 
|Cash payments made for interest                                         |      | $        42,820                 
|                                                                        |      |                                 
|Supplemental disclosures of noncash investing and financing activities: |      |                                 
|                                                                        |      |                                 

|During 2002, the Company issued 489,644 shares of common stock in connection with its purchase of
    SmartPortfolio.com, Inc.
|------------------------------------------------------------------------------------------------------------------------------

|The shares were valued at $430,886. |  |  |  |  |  | 
|----------------------------------- |  |  |  |  |  | 
|                                    |  |  |  |  |  | 

|During 2001, the Company issued 77,984 shares of common stock in connection with its purchase of
    SmartPortfolio.com, Inc.
|-----------------------------------------------------------------------------------------------------------------------------

|The shares were valued at $155,968. |  |  |  |  |  | 
|----------------------------------- |  |  |  |  |  | 
|                                    |  |  |  |  |  | 

|During 2000, the Company issued 1,250,000 shares of common stock in connection with its purchase of the minority interest in
|----------------------------------------------------------------------------------------------------------------------------

|TheStreet.com (Europe) Ltd.  The shares were valued at $3,359,375. |  |  |  |  |  | 
|------------------------------------------------------------------ |  |  |  |  |  | 
|                                                                   |  |  |  |  |  | 

|During 2000, the Company issued 42,107 shares of common stock in connection with its purchase of BiGFiSH Management, Inc.
|-------------------------------------------------------------------------------------------------------------------------

|The shares were valued at $275,000. |  |  |  |  |  | 
|----------------------------------- |  |  |  |  |  | 

|                                                                                                            
|------------------------------------------------------------------------------------------------------------
|During 2000, the Company acquired equipment under capital leases totaling $2,388,239.****                   
|**The accompanying notes to the consolidated financial statements are an integral part of these statements**
|                                                                                                            



---



THESTREET.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2002



**(1) 	Organization, Nature of Business and Summary of Operations and Significant Accounting Policies**



**Organization and Nature of Business**



TheStreet.com, Inc. and its wholly-owned subsidiaries (collectively, the "Company") is a leading provider of independent,
insightful, trustworthy and timely investment commentary, advice, research, analysis and news.  Today, the Company's content is
available across diverse media platforms, including the internet, radio, and conferences.



In October 2002, the Company established Independent Research Group LLC
("IRG"), a wholly-owned subsidiary, to
address the needs of institutional clients for unbiased, independent, objective and insightful equity research.  IRG did not have
significant operations during 2002 and plans to begin operations in 2003.



The Company does not believe it currently operates in more than one segment.  The chief operating decision maker
allocates resources and assesses the performance associated with advertising, subscription or other activities on a single-segment basis.



**Use of Estimates**



****The preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions, specifically for the allowance for doubtful accounts receivable, the
useful lives of fixed assets and the valuation of goodwill, intangible assets and investments, 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.



**Consolidation**



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



**Revenue Recognition**



The Company generates its revenues primarily from subscriptions and advertising.



Subscription revenues represent customer subscriptions that provide subscribers access to investment commentary,
advice, research, analysis and news.  Subscriptions are generally charged to customers' credit cards or are charged directly to
companies that subscribe to the service.  These are generally billed in advance on a monthly, quarterly, semi-annual or annual
basis. The Company calculates net subscription revenues by deducting refunds and cancellation chargebacks from gross revenues. 
Net subscription revenues are recognized ratably over the subscription period. 
Deferred revenue liabilities relate to
subscription fees for which amounts have been collected but for which revenue has not been recognized.



Advertising and e-commerce revenue, derived from the sale of internet sponsorship arrangements, and from the delivery
of banner and email advertisements on the Company's web sites, as well as from conference sponsorships, is recognized ratably in
the period the advertising is displayed, provided that no significant Company obligations remain and collection of the resulting
receivable is probable.  Although infrequent, Company obligations could include guarantees of a minimum number of
"impressions" or times that an advertisement is viewed by users of the Company's web sites.  Such amounts are recognized as
revenue in the month earned.



Other revenues consist primarily of conference attendee revenue, revenue related to James J. Cramer's daily radio
program,*RealMoney with Jim Cramer,*syndication revenues, royalties earned from the Company's investing book, reprint
revenues, and barter advertising arrangements (only for fiscal years in which such arrangements occurred).  Revenues from barter
transactions are recognized in accordance with the provisions of Emerging Issues Task Force No. 99-17
(EITF 99-17) during the
period in which the advertisements are displayed on the Company's web sites.  Under the provisions of EITF 99-17, barter
transactions are recorded at the fair value of the advertising surrendered.  There was no barter revenue recognized during the year
ended December 31, 2002.  Barter revenue recognized during the year ended December 31, 2001, and 2000 was $200,000 and
$1,081,900, respectively.  Fair value is determined by the comparable advertising market rates at the time of placement.



**Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments**



****The Company considers all short-term investment grade securities with a maturity of three months or less from the date
of purchase to be cash equivalents.  Short-term investments consist primarily of commercial paper and certificates of deposit with
maturities of less than one-year and are considered available for sale.  TheCompany has a total of $2,672,629 of cash that is
invested in certificates of deposit and money market investments that serve as collateral for outstanding letters of credit, and
is therefore classified as restricted cash at December 31, 2002.  The letters of credit serve as security deposits for operating
leases and insurance premiums.  Of this total, the Company anticipates that $372,629 will become unrestricted within the
next 12 months, and is therefore classified as a current asset on the Company's consolidated balance sheet at December 31,
2002.  The Company anticipates that the remaining $2,300,000 of restricted cash will become unrestricted at various times
through the year 2009.



**Property and Equipment**



****Property and equipment are stated at cost, net of accumulated depreciation and amortization.  Property and equipment are
depreciated on a straight-line basis over the estimated useful lives of the assets (three years for computer equipment, including
capitalized software and web site development costs, and five years for furniture and fixtures).  Leasehold improvements are
amortized using the straight-line method over the shorter of the respective lease term or the estimated useful life of the asset.



**Capitalized Software and Web Site Development Costs**



****The Company expenses all costs incurred in the preliminary project stage for software developed for internal use and
capitalizes all external direct costs of materials and services consumed in developing or obtaining internal-use computer
software, in accordance with Statement of Position ("SOP")
98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal
Use".
In addition, for employees who are directly associated with and who devote time to internal-use computer software projects, to the
extent of the time spent directly on the project, the Company capitalizes payroll and payroll-related costs of such employees
incurred once the development has reached the applications development stage.  For the years ended December
31, 2002 and 2001, the Company capitalized $190,482 and $258,468, respectively.  All costs incurred for upgrades, maintenance
and enhancements that do not result in additional functionality are expensed.



In December 1999, the Company adopted Emerging Issues Task Force Abstract
("EITF") Issue number 00-2,
"Accounting for Web Site Development Costs."  EITF 00-2 provides guidance on the accounting for the costs of development of
company web sites, dividing the web site development costs into five stages:  (1) the planning stage, during which the business
and/or project plan is formulated and functionalities, necessary hardware and technology are determined, (2) the web site
application and infrastructure development stage, which involves acquiring or developing hardware and software to operate the
web site, (3) the graphics development stage, during which the initial graphics and layout of each page are designed and coded, (4)
the content development stage, during which the information to be presented on the web site, which may be either textual or
graphical in nature, is developed, and (5) the operating stage, during which training, administration, maintenance and other costs
to operate the existing web site are incurred.  The costs incurred in the web site application and infrastructure stage, the graphics
development stage and the content development stage are capitalized; all other costs are expensed as incurred.  For the years
ended December 31, 2002 and 2001, the Company did not capitalize any web site development costs.



Capitalized software and web site development costs are amortized using the straight-line method over the estimated
useful life of the software of three years.  Total amortization expense was $323,302, $264,471 and $43,696, for the years ended
December 31, 2002, 2001 and 2000, respectively.

**Goodwill and Other Intangible Assets**



In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142").  SFAS 142 requires companies to stop amortizing goodwill and certain
other intangible assets with an indefinite useful life.  Instead, goodwill and other intangible assets deemed to have an indefinite
useful life will be subject to an annual review for impairment.  Separable intangible assets that are not deemed to have indefinite
lives will continue to be amortized over their useful lives (but with no maximum life).



Upon the adoption of SFAS 142 in the first quarter of 2002, the Company stopped the amortization of goodwill and
certain other intangible assets with an indefinite life, and completed the required transitional fair value impairment test on its
goodwill and certain other intangible assets which had no impact on the Company's financial statements.  An impairment test was performed again as of September
30, 2002, which also had no impact on the Company's financial statements. (See Note 11)



**Long-Lived Assets**



In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" and the accounting and reporting provisions of
APB Opinion No. 30, "Reporting the Results of Operations," for a disposal of a segment of a business.  The adoption of SFAS
144 as of January 1, 2002 did not have any significant impact on the Company's consolidated financial position, results of
operations or cash flows.



**Income Taxes**



The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" ("SFAS No. 109").  Under SFAS No. 109, 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 tax bases.  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
or liabilities of a change in tax rates is recognized in the period that the tax change occurs.  SFAS No. 109 also requires that
deferred tax assets be reduced by a valuation allowance if it is more likely that some or all of the deferred tax asset will not be
realized.



**Fair Value of Financial Instruments**



The carrying amounts of cash and cash equivalents, restricted cash, short term investments, accounts and other
receivables, and accounts payable and accrued expenses approximate fair value due to the short-term maturity of these
instruments.



**Foreign Currency Exchange**



****The financial statements of the Company's former U.K. subsidiary were prepared in their local currency and translated
into U.S. dollars based on the current exchange rate at the balance sheet date and an average rate for the statement of operations.
Such translation adjustments were reflected in accumulated comprehensive loss.



**Business Concentrations and Credit Risk**



Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash
equivalents, restricted cash, short-term investments, and accounts receivable.  The Company maintains all its cash and cash
equivalents in three financial institutions.  The Company performs periodic evaluations of the relative credit standing of these
institutions.  The Company's customers are primarily concentrated in the United States.  The Company performs ongoing credit
evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of customers, historical trends and other information.  To date, such losses have been within
management's expectations.



**Net Loss Per Share of Common Stock**



****The Company computes net loss per share in accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS No. 128").  Under the provisions of SFAS No. 128, basic net loss per common share ("Basic EPS")
is computed by dividing net loss by the weighted average number of common shares outstanding.  Diluted net loss per common
share ("Diluted EPS") is computed by dividing net loss by the weighted average number of common shares and dilutive common
share equivalents then outstanding.  Diluted EPS is identical to basic EPS since stock options were excluded from the calculation,
as their effect is antidilutive.



**Advertising Costs**



****Advertising costs are expensed as incurred.  For the years ended December 31, 2002, 2001, and 2000, advertising costs
were $554,598, $1,371,631, and $9,561,480, respectively.



**Stock-Based Compensation**



The Company has adopted the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation"
("SFAS No. 123"), and elected to continue to account for stock options granted to employees and directors based on the
accounting set forth in Accounting Principles Board No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25").



On December 31, 2002, the Company adopted Financial Accounting Standards Board 
Statement No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure"
(" FASB No. 148"). FASB No. 148 amends SFAS No. 123, to provide alternative methods of transition to
SFAS No. 123's fair value method of
accounting for stock-based employee compensation. FASB No. 148 also amends the disclosure provisions of
SFAS No. 123 and
APB No. 28, "Interim Financial Reporting," to require disclosure in the summary of significant accounting policies on reported
net income and earnings per share in annual and interim financial statements.  While
FASB No. 148 does not amend SFAS No. 123
to require companies to account for employee stock options using the fair value method, the disclosure provisions of
FASB No. 148 are applicable to all companies with stock-based employee compensation, regardless of whether they account for that
compensation using the fair value method of SFAS No. 123 or the intrinsic value method of
APB No. 25.



Had compensation for the
Comany's 1998 Stock Option Plan, as amended and restated, been determined consistent with the provisions of SFAS No. 123, the effect
on the Company's net loss and basic and diluted net loss per share would have been changed to the following pro forma amounts:



| | **For the Year Ended December 31,**
| | -----------------------------------

|                                              |                    | **2002** |                    |  | **2001**           |  |  | **2000**
|--------------------------------------------- | ------------------ | -------- | ------------------ |  | ------------------ |  |  | --------
|Noncash compensation, as reported             | $       998,473    |          | $    1,063,838     |  | $    1,370,689    
|Noncash compensation, pro forma               | $    4,020,789     |          | $    4,101,827     |  | $    4,306,854    
|Net loss, as reported                         | $  (8,685,908)     |          | $(29,229,546)      |  | $(61,950,694)     
|Net loss, pro forma                           | $(11,708,224)      |          | $(32,267,535)      |  | $(64,886,859)     
|Basic and diluted loss per share, as reported | $           (0.37) |          | $           (1.12) |  | $           (2.37)
|Basic and diluted loss per share, pro forma   | $           (0.50) |          | $           (1.24) |  | $           (2.49)
|                                              |                    |          |                    |  |                   





**Reclassifications**



Certain prior period amounts have been reclassified to conform to current year presentation.



**(2)	Acquisitions**



On December 20, 2000, the Company acquired substantially all of the assets and assumed certain liabilities of
SmartPortfolio.com, Inc.  The Company paid initial consideration in January 2001 of $5,400,000 cash and 77,984 shares of the
Company's common stock, having a value on the payment date of approximately $156,000.  In January 2002, in connection with
the purchase agreement, the Company issued 489,644 additional shares of the Company's common stock to the former owners of
SmartPortfolio.com, Inc., which was subsequently repurchased for approximately $430,900.  This represented the final
consideration to be paid in connection with the acquisition.  Additionally, the Company incurred legal fees in connection with the
acquisition totaling approximately $91,900 during the year ended December 31, 2000.



The acquisition was accounted for under the purchase method of accounting and, accordingly, the purchase price was
allocated to the tangible and intangible net assets acquired and liabilities assumed on the basis of their respective fair values on the
acquisition date.  As a result of this acquisition and the subsequent issuance and repurchase of 489,644 shares of the Company's
common stock, the Company recorded total goodwill of $2,770,025, which was the excess purchase price over the value of the net
assets acquired.  During the year ended December 31, 2001, goodwill was amortized using the straight-line method over a useful
life of three years.  As of December 31, 2001, a total of $779,713 had been recorded as amortization expense, and is included
within general and administrative expenses in the accompanying consolidated statements of operations.  The Company also
acquired other intangible assets of $2,720,000, of which $1,980,000 are being amortized using the straight-line method over a
useful life of three years.  As of January 1, 2002, in accordance with SFAS 142, the goodwill and certain acquired other intangible
assets are no longer amortized (See Note 11).



The following unaudited information presents the pro forma results of operations for the Company for the year ended
December 31, 2000 as if the acquisition of SmartPortfolio.com, Inc. had occurred on the first day of that year:



|                                                      | **********December 31, 2000******
|----------------------------------------------------- | ---------------------------------
|Net revenues                                          | $  25,593,586                    
|Net loss from continuing operations                   | $(51,516,479)                    
|Loss from discontinued operations                     | $(11,203,525)                    
|Net loss                                              | $(62,720,004)                    
|Net loss per share - basic and diluted:               |                                  
|Continuing operations                                 | $           (1.97)               
|Discontinued
    operations                           | $           (0.43)               
|Net loss                                              | $           (2.40)               
|Weighted average basic and diluted shares outstanding | 26,183,594                       
|                                                      |                                  





On May 11, 2000, the Company acquired all of the outstanding common stock of BiGFiSH Management, Inc., a
conference and event production firm, for $250,000 cash and 42,107 shares of the Company's common stock, having a value on
the closing date of $275,000.  As the acquired company had only nominal assets, the entire purchase price of $525,000 was
recorded as goodwill.  During the year ended December 31, 2000, goodwill was amortized using the straight-line method over a
useful life of three years.  As of December 31, 2000, a total of $116,670 had been recorded as amortization expense, and is
included within general and administrative expenses in the accompanying consolidated statements of operations.  Due to the exit
plan adopted by the Company in 2000, the remaining goodwill of $408,330 was charged as restructuring expenses on the
consolidated statements of operations.



In December 1999, the Company acquired all of the outstanding stock of
ipoPros.com, Inc ("ipoPros").  The Company paid total
consideration of approximately $2,040,000 in cash and common stock.  The acquisition was accounted for under the purchase
method of accounting and, accordingly, the purchase price was allocated to the tangible and intangible net assets acquired and
liabilities assumed on the basis of their respective fair values on the acquisition date.  Additionally, in connection with the
acquisition, the founder and majority shareholder of ipoPros agreed not to engage in activities on behalf of any U.S. organization.
The Company assigned a value of $150,000 to this non-compete agreement.  As a result of this acquisition, the Company recorded
goodwill of $1,928,349, which is the excess purchase price over the value of the net assets acquired.  During the year ended
December 31, 2000, goodwill was amortized using the straight-line method over a useful life of three years.  As of December 31,
2000, a total of $642,783 had been recorded as amortization expense, and is included within general and administrative expenses
in the accompanying consolidated statements of operations.  Due to the exit plan adopted by the Company in 2000, the remaining
goodwill of $1,285,566 was charged as restructuring expenses on the consolidated statements of operations.

****



**(3)	Discontinued Operations**



****In September 1999,
TheStreet.com, Inc. and a syndicate of investors (the "Syndicate") invested a total of $17 million in
TheStreet.com (Europe) Limited.  Members of the Syndicate included Chase Capital Partners, Barclays Private Equity, ETF
Group, 3i, Intel Corporation and others.  The terms of the investment included the following:



(1) a preferred dividend of $5 million (plus interest) payable to the Syndicate which would convert into shares
upon a public offering of shares or a sale of TheStreet.com (Europe) Limited;



(2) the license of certain intellectual property of
TheStreet.com, Inc. (including, without limitation, use of the
name "TheStreet.com") to TheStreet.com (Europe) Limited for $1 million;



(3) the transfer of certain software from
TheStreet.com, Inc. to TheStreet.com (Europe) Limited for $9 million;
and



(4) the subscription by TheStreet.com, Inc. for a $10 million loan note, the principal of and interest upon
which would accrue and convert into shares on a public offering or sale of TheStreet.com (Europe) Limited.



In November 2000, the Company's Board of Directors decided to discontinue and liquidate the Company's U.K.
operations and entered into an agreement with the other shareholders in TheStreet.com (Europe) Limited pursuant to which the
Company purchased the minority interest for an aggregate consideration of $3 million in cash and 1,250,000 shares of the
Company's common stock.  In accordance with British law, the operation went into Members Voluntary Liquidation in May 2001.
On April 30, 2002, the final meeting of the members was held to bring the liquidation to a close.  A final return in the liquidation
was filed on July 25, 2002 in order to formally dissolve the U.K. operations, and the dissolution became effective on October 25,
2002.



Under accounting principles generally accepted in the United States, the year 2000 loss on disposal of discontinued
operations included actual losses from the date the Company's Board of Directors resolved to discontinue the operations, plus a
provision for additional future costs to be incurred to complete the liquidation process.  For the years ended December 31, 2002
and 2001, the Company recorded a gain on disposal of discontinued operations of $209,929 and $400,000, respectively,
representing adjustments to the Company's original estimate related to the costs to be incurred in completing the liquidation
process.



**(4)	Restructuring Expenses**



****During the year ended December 31, 2000, the Company recorded restructuring expenses of $17,575,522.  These
restructuring charges were taken to align the cost structure with changing market conditions and decreased dependence on the
advertising market to create a more flexible and efficient organization.  The plan resulted in approximately a 20% headcount
reduction, or about 40 full-time employees, throughout the organization.



The following table displays the activity and balances of the restructuring reserve account from the initial charges through
December 31, 2002:



|                                                                   | **Year 2000 Activity** |                 | **Year 2001 Activity** |                 | **Year 2002 Activity** |             
|------------------------------------------------------------------ | ---------------------- | --------------- | ---------------------- | --------------- | ---------------------- | ------------
|                                                                   | Initial
Charge         | Deductions      | Adjustments            | Balance12/31/00 | Deductions             | Adjustments 
|Headcount reductions                                               | $     478,278          | $     (478,278) | $0                     | $               | 0                      | $           
|Consolidation of facilities and
reduction in non-performing assets | 3,695,648              | (1,643,896)     | 0                      | 2,051,752       | (1,131,943)            | (909,809)   
|Extinguishment of marketing and
technology related contracts       | 13,401,596             | (8,968,223)     | 0                      | 4,433,373       | (649,476)              | (2,427,122) 
|                                                                   | $17,575,522            | $(11,090,397)   | $0                     | $6,485,125      | $(1,781,419)           | $(3,336,931)



The above deductions from the reserve primarily represent
write-offs of previously capitalized costs and cash payments.  The above adjustments primarily represent
revisions to the Company's original estimates.



In October 2001, the Company entered into an amendment of its lease agreement for
the office space in New York City.  Based upon the amendment, the Company was released from its lease obligations for one of
the two floors of such office space.  As a result, the Company recognized a gain of approximately $1,060,000 related to a deferred
rent credit previously recorded in connection with such space.  In addition, the agreement provided for approximately $1,570,000
future rent reduction for the floor maintained by the Company, which was recognized as a reduction in restructuring expense for
the year ended December 31, 2001.  The Company classified such deferred rent asset net of approximately $1,000,000 previously
recorded deferred rent credit, among other assets in the accompanying consolidated balance sheet ($67,412 and $67,412 current
and $378,300 and $505,512 non-current as of December 31, 2002 and 2001, respectively).  Such amounts are being amortized
over the life of the lease.



**(5)	Net Loss Per Share**



As discussed in Note 1, net loss per share is calculated in accordance with SFAS No. 128.  The following table reconciles
the numerator and denominator for the calculation.



|                                                      |  | For the Year Ended December 31,
|----------------------------------------------------- |  | -------------------------------
|                                                      |  | 2002                           
|Numerator:                                            |  |                                
|Net loss from continuing operations                   |  | $(8,895,837)                   
|Gain (loss) from discontinued operations              |  | 209,929                        
|Net loss available to common shareholders             |  | $(8,685,908)                   
|Denominator:                                          |  |                                
|Weighted average basic and diluted shares
outstanding |  | 23,558,886                     
|Net
    (loss) income per share - basic and diluted:  |  |                                
|Continuing operations                                 |  | $         (0.38)               
|Discontinued operations                               |  | 0.01                           
|Net loss                                              |  | $         (0.37)               



Outstanding options of 4,861,912, 3,810,056 and 3,276,326 for the periods ended December 31, 2002, 2001 and
2000, respectively, would have been excluded from the above calculations as they were
antidilutive.



**(6)	Receivable From Related Parties**



In 2001, the Company loaned a total of $359,900 to two employees.  The loans bear interest at an approximate
weighted average of 4.6% and are due in December 2003 and March 2004.  As of December 31, 2002 and 2001, the
outstanding aggregate balances are $311,660 and $345,243, respectively.  Effective January 1, 2002, the Personnel and
Compensation Committee of the Board of Directors adopted a policy prohibiting any further employee loans.



******(7)	Property and Equipment**



****Property and equipment consists of the following:

|                                               | **December 31,**
|---------------------------------------------- | ----------------
|                                               |                 
|Computer equipment                             | $10,157,996     
|Furniture and fixtures                         | 874,053         
|Leasehold improvements                         | 2,607,224       
|                                               | 13,639,273      
|Less accumulated depreciation and amortization | 9,995,998       
|Property and equipment, net                    | $3,643,275      
|                                               |                 

Included in computer equipment are capitalized software costs of $912,701 and $912,614 at December 31, 2002 and
2001, respectively.  During the year ended December 31, 2002, the Company wrote off capitalized software costs totaling
$190,396.



Depreciation and amortization expense aggregated $3,442,443, $3,804,581, and $2,621,281 for the years ended
December 31, 2002, 2001, and 2000, respectively.



**(8)	Accrued Expenses**

Accrued expenses consist of the following:

|                                  | **December 31,**
|--------------------------------- | ----------------
|                                  | **2002**        
|Accrued bonuses                   | $1,507,557      
|Accrued other                     | 970,059         
|Accrued professional fees         | 505,900         
|Accrued payroll and related costs | 379,330         
|Accrued statistical services fees | 148,760         
|Accrued consulting fees           | 103,213         
|Accrued distribution feess        | 45,210          
|Total accrued expenses            | $3,660,029      





**(9)	Note Payable**



In connection with the termination of the Company's lease obligation for 50% of its principal office space in October
2001, the Company was required to dispose of the furniture associated with that portion of the space.  As this furniture was leased,
the Company required the consent of the leasing company to sell the furniture.  Pursuant to a restructuring arrangement with the
leasing company, dated October 19, 2001, the furniture was permitted to be sold, and the lease amount corresponding to that
portion of the furniture was converted to a note in the amount of $486,259, bearing interest at a rate of 6.79%, payable through
March 2007.  The monthly payment of principal plus interest totals $9,022. (See Note 14)



**(10)	Severance Expense**



Severance expense totaling $971,668 for the year ended December 31, 2001 represents costs associated with a headcount
reduction throughout the organization and a severance payment the Company was contractually obligated to pay in connection
with the termination of a senior executive.



**(11)	Goodwill and Other Intangible Assets**



As of December 31, 2002 and December 31, 2001, the Company's goodwill and other intangible assets and
related accumulated amortization consisted of the following:

|                                                                  | December 31, 
|----------------------------------------------------------------- | -------------
|                                                                  | 2002         
|Goodwill and other intangible assets not subject to amortization: |              
|SmartPortfolio.com, Inc. goodwill                                 | $  1,990,312 
|                                                                  |              
|SmartPortfolio.com, Inc. trade names                              | $     493,333
|Other intangible assets subject to amortization:                  |              
|SmartPortfolio.com, Inc. customer list                            | 1,250,000    
|SmartPortfolio.com, Inc. technology                               | 730,000      
|ipoPros.com, Inc. non-compete
    agreement                       | 150,000      
|                                                                  | 2,130,000    
|Less accumulated amortization                                     | (1,470,000)  
|Total other intangible assets subject to amortization             | 660,000      
|Total other intangible assets                                     | $ 1,153,333  



The Company recorded amortization expense of $710,000, $1,736,380 and $759,453during the years ended
December 31, 2002 and 2001 and 2000, respectively.  Based on the current amount of other intangible assets subject to
amortization, the remaining value of $660,000 would be expensed in the year 2003.  Should acquisitions or dispositions
occur in the future, these amounts may vary.



The 2001 and 2000 historical results do not reflect the provisions of FAS 142.  Had the Company adopted FAS
142 on January 1, 2000, the historical net loss and basic and diluted net loss per common share for the years ended
December 31, 2001 and 2000 would have been changed to the adjusted amounts indicated below:

For the Year Ended December 31,2001

2000Net loss as reported - historical basis
$(29,229,546)
$(61,950,694)Add:  goodwill amortization
779,713
-Add:  other intangible amortization
246,667
-Pro
    forma net loss
$(28,203,166)
$(61,950,694)Pro
    forma net loss per share
$           (1.08)
$           (2.37)




The
adjusted net loss for the year ended December 31, 2000, does not include goodwill amortization totaling
$759,453 due to the exit plan adopted by the Company in 2000, in which any goodwill remaining from the Company's
acquisitions of BiGFiSH Management, Inc. and ipoPros.com, Inc. was charged as restructuring expenses on the
Company's consolidated statement of operations.





**(12)	Income Taxes**



Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes.



The Company recognized a deferred tax asset of approximately $54 million, $41 million, $36 million, and $18 million as
of December 31, 2002, 2001 2000, and 1999, respectively, primarily relating to net operating loss carryforwards of approximately
$134 million, $102 million, $91 million, and $44 million as of December 31, 2002, 2001, 2000, and 1999, respectively, available
to offset future taxable income through 2022.  In accordance with Section 382 of the Internal Revenue code, the usage of the
Company's net operating loss carryforward could be limited in the event of a change in ownership.  A full valuation allowance has
been recorded related to the deferred tax assets as a result of management's uncertainty as to the realization of such assets.
Accordingly, no provision has been recorded.  There are no other significant temporary differences.



******(13)	Equity Investments**



During July 2001, the Company issued 100,000 shares of common stock to James J. Cramer in connection with a
previously announced award of restricted stock in lieu of his salary under his employment agreement with the Company.  The
shares were valued at $287,500 based upon the fair market value at the date of the award and were recorded as noncash
compensation expense in the accompanying consolidated statements of operations.



On August 7, 2000, the Company entered into a Securities Purchase Agreement with Go2Net, Inc. ("Go2Net") and
Vulcan Ventures Inc. ("Vulcan"), pursuant to which, among other things, each of Go2Net and Vulcan purchased 670,167 shares
of the Company's common stock, par value $.01 per share, at a purchase price of $5.56 per share.  In addition, the Company
granted each of Go2Net and Vulcan an option to purchase up to an additional 7.45% (for a total of 14.9%) of its common stock
outstanding immediately after the issuance of such stock, at a purchase price of $13.50 per share.  Each option was exercisable at
any time during the six months after its grant.  The Company also entered into a strategic alliance agreement with Go2Net,
pursuant to which, among other things, the Company was to have licensed Go2Net's proprietary message board technology
platform for the three-year period beginning on August 4, 2000.  Under the terms of the original agreement, the Company was
obligated to pay a total of $7,500,000 over the three-year license period.  As of December 31, 2000, $2,000,000 had been paid,
and was included on the consolidated balance sheet within prepaid expenses and other current assets, together with the fair market
value of the stock options issued, net of a price fluctuation in the value of the shares of common stock issued.  In September, 2001,
the Company and Go2Net, Inc., then a subsidiary of Infospace, Inc., agreed to an early termination of the agreement, and the
Company recorded a settlement charge of $2,535,660 in connection therewith.



On February 22, 1999, the Company sold 37,728 shares of Series B Preferred Stock and 1,320,901 shares of common
stock to The New York Times ("NYT") in exchange for $3 million in cash and $12 million of advertising services.  Under the
agreement, NYT and its affiliates were to have provided $12 million of advertising services over a four-year period in return for its
ownership position.  The $12 million was reflected in equity as an advertising receivable.  The Company recorded advertising
expense during 1999 and 2000 based upon the best available advertising contract rates being charged by NYT to advertisers
spending comparable amounts with a corresponding credit to the advertising receivable.  As part of the restructuring discussed in
Note 4, the Company removed the remaining advertising receivable balance from stockholders' equity as of December 31, 2000.

**Treasury Stock**



In December 2000, the Company's Board of Directors authorized the repurchase of up to $10 million worth of the
Company's common stock, in private purchases or in the open market.  Under this program, the Company purchased 597,144
shares of common stock at an aggregate cost of $649,678 during the year ended December 31, 2002.  Since the inception of this
program, the Company has purchased 5,422,100 shares of common stock at an aggregate cost of $7,215,410.



**Stock Options**



Under the terms of the Company's 1998 Stock Incentive Plan (the "Stock Option Plan"), 6,900,000 shares of common
stock of the Company had been reserved for incentive stock options, nonqualified stock options (incentive and nonqualified stock
options are collectively referred to as "Options"), restricted stock, or any combination thereof.  In May 2002, the shareholders
approved another amendment to the Stock Option Plan to increase the number of shares of common stock available for grant by
2,000,000, to a total of 8,900,000 and to make certain other changes in the terms of the Stock Option Plan.  Awards (which can
now include awards of deferred stock as well as restricted stock and Options, although no deferred stock awards have been made
to date) may be granted to such directors, employees and consultants of the Company as the Compensation Committee of the
Board of Directors shall in its discretion select.  Only employees of the Company are eligible to receive grants of incentive stock
options.  As of December 31, 2002, there remained 2,553,696 options available for future grant.



A summary of the activity of the Stock Option Plan is as follows:



|                                       | **Options** |  | ******Weighted****Average**

******Exercise Price**
|-------------------------------------- | ----------- |  | ---------------------------------------------------
|Options outstanding, December 31, 1999 | 2,688,980   |  | $10.60                                             
|Options granted                        | 2,038,266   |  | 6.01                                               
|Options exercised                      | (192,274)   |  | 1.94                                               
|Options cancelled                      | (1,258,646) |  | 10.77                                              
|Options outstanding, December 31, 2000 | 3,276,326   |  | 8.20                                               
|Options granted                        | 1,650,117   |  | 2.17                                               
|Options exercised                      | (82,275)    |  | 0.26                                               
|Options cancelled                      | (1,034,112) |  | 7.61                                               
|Options outstanding, December 31, 2001 | 3,810,056   |  | 5.98                                               
|Options granted                        | 1,934,400   |  | 1.53                                               
|Options exercised                      | (185,867)   |  | 1.10                                               
|Options cancelled                      | (696,677)   |  | 6.31                                               
|Options outstanding, December 31, 2002 | 4,861,912   |  | $ 4.35                                             



Options exercisable as of December 31, 2002, 2001, and 2000 were 2,510,032, 1,521,397, and 836,021, respectively, at
weighted average exercise prices of $5.54, $7.63, and $9.01, respectively.  Options generally vest over a four-year period and have
terms not to exceed 10 years.  Effective December 10, 2002, stock option grant agreements to members of the senior management
team were amended to provide that in the event of a change of control of the Company, as defined, 50% of each member's then
unvested options would vest and become exercisable.  For the years ended December 31, 2002, 2001 and 2000, the Company
recorded noncash compensation expense of $845,848, $776,338, and $1,370,689, respectively, which relate to the grant of stock
options with exercise prices that were less than the fair market value of the underlying shares of common stock on the date of the
grant in 1998 and 1999.



On January 15, 2002, the Company issued options to purchase a total of 50,000 shares of common stock to a non-employee in connection with his outside contributor agreement with the Company.  The options vested immediately and have
an exercise period of the lesser of five years, or 90 days after the termination of his services.  The value of the options was
$72,043, which is being amortized over the two-year period of his service to the Company.  For the year ended December 31,
2002, the Company recorded noncash compensation expense of $36,022 for these options.  The remaining balance of
$36,021 will be recognized as noncash compensation expense during the year ending December 31, 2003.



On January 15, 2002, the Company issued options to purchase a total of 100,000 shares of common stock to a non-employee in connection with his outside contributor agreement with the Company.  One-half of the options vested
immediately and the other half vested on January 15, 2003.  The options have an exercise period of the lesser of five years,
or 90 days after the termination of his services.  The value of the options was $198,407 at December 31, 2002.  For the year
ended December 31, 2002, the Company recorded noncash compensation expense of $99,203 for these options.  At January
15, 2003, the value of the options was $195,124.  The remaining balance of $95,921 will be recognized as noncash
compensation expense during the year ending December 31, 2003.



During the year ended December 31, 2002, the Company recognized $17,400 of noncash compensation expense related
to the accelerated vesting of a terminated employee's stock options.



For the years ended December 31, 2002, 2001 and 2000, the weighted average fair market value of options granted was
$0.95, $1.47, and $4.35, respectively.  The fair value of each option grant has been estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:



|                         | **For the Years Ended December 31,**
|------------------------ | ------------------------------------
|                         | **2002**                            
|Expected option lives    | 4 years                             
|Risk-free interest rates | 3.86%                               
|Expected volatility      | 78%                                 
|Dividend yield           | 0%                                  
|                         |                                     



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



|Range ofExercise Price | Options
  Outstanding | Options Outstanding
Weighted Average
Remaining
  Contractual Life | Options OutstandingWeighted AverageExercise Price | Options
  Exercisable | Weighted Average
Exercise Price of
Options
  Exercisable
|---------------------- | --------------------- | ----------------------------------------------------------------- | ------------------------------------------------- | --------------------- | --------------------------------------------------------
|$  0.03 - $  0.03      | 69,258                | 0.3                                                               | $  0.03                                           | 69,258                | $  0.03                                                 
|$  0.15 - $  0.15      | 19,583                | 0.9                                                               | $  0.15                                           | 19,583                | $  0.15                                                 
|$  1.01 - $  1.50      | 1,677,546             | 4.0                                                               | $  1.27                                           | 586,891               | $  1.27                                                 
|$  1.66 - $  2.44      | 445,666               | 3.8                                                               | $  1.88                                           | 68,491                | $  1.97                                                 
|$  2.50 - $  3.75      | 1,704,894             | 2.8                                                               | $  2.77                                           | 1,090,286             | $  2.72                                                 
|$  4.09 - $  6.00      | 163,550               | 2.3                                                               | $  5.90                                           | 82,950                | $  5.88                                                 
|$  6.31 - $  9.00      | 117,933               | 2.1                                                               | $  6.95                                           | 84,283                | $  7.02                                                 
|$11.94 - $17.75        | 355,516               | 1.7                                                               | $15.07                                            | 272,516               | $15.11                                                  
|$18.00 - $25.81        | 303,500               | 1.7                                                               | $20.33                                            | 232,425               | $20.47                                                  
|$30.00 - $35.50        | 4,466                 | 1.6                                                               | $32.57                                            | 3,349                 | $32.57                                                  
|                       | 4,861,912             | 3.1                                                               | $  4.35                                           | 2,510,032             | $  5.54                                                 
|                       |                       |                                                                   |                                                   |                       |                                                         





**(14)	Commitments and Contingencies**



**Operating Leases and Employment Agreements**



****The Company is committed under operating leases, principally for office space, furniture and fixtures, and
equipment.  Certain leases are subject to rent reviews and require payment of expenses under escalation clauses.  Rent and
equipment rental expenses were $1,579,152, $3,274,773 and $3,921,666 for the years ended December 31, 2002, 2001
and 2000, respectively.  Additionally, the Company has employment agreements with certain of its employees and outside
contributors.  Future minimum payments under these obligations are as follows:



| |  | **Payments Due by Year**
| |  | ------------------------

|                                   |  |              |  |            |  |            |  |            |  |            |  |            |  | ******************After**
|---------------------------------- |  | ------------ |  | ---------- |  | ---------- |  | ---------- |  | ---------- |  | ---------- |  | -------------------------
|**Contractual obligations:**       |  | **Total**    |  | **2003**   |  | **2004**   |  | **2005**   |  | **2006**   |  | **2007**   |  | **2007**                 
|Operating leases                   |  | $  8,095,496 |  | $1,312,466 |  | $1,295,531 |  | $1,318,692 |  | $1,318,692 |  | $1,130,303 |  | $1,719,812               
|Employment agreements              |  | 1,688,922    |  | 1,161,589  |  | 302,333    |  | 225,000    |  | -          |  | -          |  | -                        
|Outside contributor agreements     |  | 575,867      |  | 574,200    |  | 1,667      |  | -          |  | -          |  | -          |  | -                        
|Note payable                       |  | 395,174      |  | 84,010     |  | 89,895     |  | 96,192     |  | 102,931    |  | 22,146     |  | -                        
|Total contractual cash obligations |  | $10,755,459  |  | $3,132,265 |  | $1,689,426 |  | $1,639,884 |  | $1,421,623 |  | $1,152,449 |  | $1,719,812               



See Note 4 for an amendment in the Company's lease agreement for its office space in New York City.



**Legal Proceedings**



****On December 5, 2001, a class action complaint alleging violations of the federal securities laws was filed in the
United States District Court for the Southern District of New York naming as defendants
TheStreet.com, certain of its former
officers and directors and a current director, and certain underwriters of the Company's initial public offering (The Goldman
Sachs Group, Inc., Chase H&Q, Thomas Weisel Partners LLC, FleetBoston Robertson Stephens, and Merrill Lynch Pierce
Fenner & Smith, Inc.). The complaint alleges, among other things, that the underwriters of TheStreet.com's initial public
offering violated the securities laws by failing to disclose certain alleged compensation arrangements (such as undisclosed
commissions or stock stabilization practices) in the offering's registration statement. TheStreet.com and certain of its former
officers and directors and a current director are named in the complaint pursuant to Section 11 of the Securities Act of 1933,
and Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The plaintiffs seek damages and statutory
compensation against each defendant in an amount to be determined at trial, plus pre-judgment interest thereon, together
with costs and expenses, including attorneys' fees. Similar complaints have been filed against over 300 other issuers that
have had initial public offerings since 1998 and all such actions have been included in a single coordinated proceeding.
Pursuant to a Court Order dated October 9, 2002, each of the individual defendants to the action has been dismissed without
prejudice.  Additionally, pursuant to a Court Opinion and Order dated February 19, 2003, the claims against TheStreet.com
for violations of Section 10(b) of the Exchange Act have been dismissed with prejudice.  TheStreet.com intends to defend
the remaining claims vigorously.  However, due to the inherent uncertainties of litigation, TheStreet.com cannot accurately
predict the ultimate outcome of the litigation. Any unfavorable outcome of this litigation could have an adverse impact on the
Company's business, financial condition and results of operations.



On February 21, 2003, a complaint alleging defamation *per se* was filed by Jonathan
Hoenig, a hedge fund manager
and financial commentator, in the Circuit Court of Cook County, Illinois, naming as defendants TheStreet.com and James J.
Cramer, its columnist and director.  Mr. Hoenig's complaint alleges that Mr. Cramer and TheStreet.com knowingly made
false statements intended to harm his reputation as a financial advisor and commentator.  TheStreet.com believes that the
accusations are without merit and filed a motion to dismiss the complaint on March 26, 2003. Once the motion has been
decided, TheStreet.com will be in a position to estimate the potential costs of defending the action.  However, due to the
inherent uncertainties of litigation, TheStreet.com cannot currrently predict with any accuracy its ultimate outcome. An
unfavorable outcome of this litigation could have an adverse impact on TheStreet.com's business, financial condition and
results of operations.



**(15)	Employee Benefit Plan**



Effective January 1, 1997, the Company adopted a noncontributory savings plan with a salary reduction arrangement in
accordance with Section 401(k) of the Internal Revenue Code.  The 401(k) plan covers all eligible employees and is funded solely
by employee contributions.



**(16)	Long-term Investments, at Cost**



****In December 1999, the Company purchased a 19.99% interest for $2,250,000 in BusinessNet Online Ltd., which
launched an online business publication serving the Israeli market.  As of December 31, 1999, approximately $1,125,000 of this
investment was unpaid and was reflected in accrued expenses, which was subsequently paid in 2000.  The investment was being
accounted for on a cost basis.  In July 2000, the Company agreed to provide to BusinessNet Online Ltd., pursuant to a Convertible
Bridge Loan Agreement, a loan in the amount of $554,854, which was funded in the second half of 2000.  Under the terms of the
agreement, the loan would convert to equity upon the earlier of 12 months from the date of disbursement or the occurrence of an
investment transaction in which BusinessNet Online Ltd. received a certain level of proceeds.  The loan was included within other
receivables within the December 31, 2000 balance sheet.  In March 2001, the Company agreed to provide to BusinessNet Online
Ltd., pursuant to a second Agreement, a loan in the amount of $1,250,000, which was funded during 2001.  Under the terms of the
agreement, this loan and the prior loan, would convert to equity upon the earlier of 12 months from the date of disbursement or the
occurrence of an investment transaction in which BusinessNet Online Ltd. received a certain level of proceeds.  In December 2001, the
Company concluded that its original investment and subsequent bridge loans to BusinessNet Online
Ltd. were not realizable.  As a
result, the Company determined that this asset was fully impaired, and recorded an impairment charge in the amount of the full
value ($4,054,354) of the investment and loans.  During 2002, there was a change to the conversion terms of the loans, which did
not have any impact on the Company as the loans were fully written off.



**(17)	Selected Quarterly Financial Data
(Unaudited)**



|                                                 | **Year Ended December 31, 2002**
  **(In Thousands, Except Per Share Data)**
|------------------------------------------------ | ----------------------------------------------------------------------------
|                                                 | **First Quarter**                                                           
|Net revenues                                     | $  4,073                                                                    
|Gross profit                                     | 2,266                                                                       
|Net loss from continuing operations              | (3,894)                                                                     
|Gain from discontinued operations                | 193                                                                         
|Net loss                                         | (3,701)                                                                     
|Net (loss) income per share - basic and diluted: |                                                                             
|Continuing operations                            | $   (0.17)                                                                  
|Discontinued operations                          | 0.01                                                                        
|Net Loss                                         | $   (0.16)                                                                  

|                                                     |                                                                     
|---------------------------------------------------- | --------------------------------------------------------------------
|                                                     | Year Ended December 31, 2001
  (In Thousands, Except Per Share Data)
|                                                     | **First Quarter**                                                   
|Net revenues                                         | $  4,391                                                            
|Gross profit                                         | 1,412                                                               
|Net loss from continuing operations                  | (7,203)                                                             
|Gain from discontinued operations                    | -                                                                   
|Net loss                                             | (7,203)                                                             
|Net
    (loss) income per share - basic and diluted: |                                                                     
|Continuing operations                                | $   (0.26)                                                          
|Discontinued operations                              | -                                                                   
|Net Loss                                             | $   (0.26)                                                          



---



|**SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS**

**For the Years Ended December 31, 2002, 2001 and 2000**
|-----------------------------------------------------------------------------------------------------------
|Allowance for Doubtful Accounts                                                                            
|For the year ended December 31, 2002                                                                       
|For the year ended December 31, 2001                                                                       
|For the year ended December 31, 2000                                                                       



---



Exhibit Index

|**Exhibit****Number** | **Description******                                                                                                                         
|--------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|13.1                  | Amended and Restated Certificate of Incorporation                                                                                           
|23.2                  | Amended and Restated Bylaws                                                                                                                 
|14.1                  | Amended and Restated Registration Rights Agreement, dated as of December 21, 1998,
  among TheStreet.com and the stockholders named therein.
|14.2                  | TheStreet.com Rights Agreement                                                                                                              
|34.3                  | Amendment No. 1, dated as of August 7, 2000, to Rights Agreement                                                                            
|44.4                  | Specimen Certificate for TheStreet.com's common stock                                                                                       
|510.1                 | Amended and Restated 1998 Stock Incentive Plan, dated as of May 29, 2002                                                                    
|10.2                  | Annual Incentive Plan                                                                                                                       
|10.3(a)               | Amended and Restated Employment Agreement, dated
  January 1. 2002, between James Cramer and TheStreet.com, Inc.                            
|10.3(b)               | Employment Agreement, dated February 22, 2003, between James Cramer and
  TheStreet.com, Inc.                                               
|10.4                  | Employment Agreement, dated January 1, 2002, between Thomas J. Clarke and
  TheStreet.com, Inc.                                             
|10.5                  | Employment Agreement, dated March 1, 2003, between James Lonergan and
  TheStreet.com, Inc.                                                 
|616.1                 | Letter re: Change in Certifying Accountants                                                                                                 
|616.2                 | Correspondence re: Change in Certifying Accountants                                                                                         
|616.3                 | Correspondence re: Change in Certifying Accountants                                                                                         
|23.1                  | Consent of Ernst & Young LLP                                                                                                                
|23.2                  | Information Regarding Consent of Arthur Andersen LLP                                                                                        
|99.1                  | Section 1350 Certification of CEO                                                                                                           
|99.2                  | Section 1350 Certification of CFO                                                                                                           



1 Incorporated by reference to Exhibits to the Company's Registration Statement on Form S-1 dated February 23, 1999
(File No. 333-72799).

2 Incorporated by reference to Exhibits to the Company's Annual Report on Form 10-K dated March 30, 2000.

3
Incorporated by reference to Exhibits to the Company's Annual Report on Form 10-K dated April 2, 2001.

4
Incorporated by reference to Exhibits to Amendment 3 to the Company's Registration Statement on Form S-1 dated
April 19, 1999.

5 Incorporated by reference to Exhibits to the Company's Quarterly Report on Form 10-Q dated August 14, 2002.

6Incorporated by reference to Exhibits to the Company's Current Report on Form 8-K dated March 5, 2002.