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                                  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, 1999
                          Commission File No. 0-26071

                               EDGAR ONLINE, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                    06-1447017
  (State or other jurisdiction                     (I.R.S. Employer
of  incorporation or organization)                 Identification No.)

    50 Washington Street, Norwalk CT                       06854
(Address of principal executive offices)                (Zip code)

       Registrant's telephone number, including area code: (203) 852-5666

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

                          Common Stock, $0.01 par value
                                (Title of Class)

                  Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant as required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. YES X NO: ____

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

         As of March 20, 2000, the aggregate market value of voting stock held
by non-affiliates of the registrant, based on the closing sales price for the
registrant's common stock, as reported by the Nasdaq National Market was
approximately $88,925,124 (calculated by excluding shares owned beneficially by
directors and officers).

                  As of March 20, 2000 there were 12,458,478 shares of the
registrant's common stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE
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                               INDEX TO FORM 10-K

                                       FOR

                               EDGAR ONLINE, INC.

<TABLE>
<CAPTION>
<S>          <C>
Item 1.      Business ......................................................... 1

Item 2.      Properties ....................................................... 23

Item 3.      Legal Proceedings ................................................ 24

Item 4.      Submission of Matters to a Vote of Security Holders .............. 24

                                        PART II.

Item 5.      Market for Registrant's Common Equity and Related
             Stockholder Matters .............................................. 25

Item 6.      Selected Consolidated Financial Data ............................. 25

Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations ........................................ 27

Item 7A.     Quantitative and Qualitative Disclosures About Market
             Risk ............................................................. 32

Item 8.      Financial Statements and Supplementary Data ...................... 32

Item 9.      Change in and Disagreements with Accountants on Accounting
             and Financial Disclosure ......................................... 33

                                        PART III.

Item 10.     Directors and Executive Officers of the Registrant ............... 34

Item 11.     Executive Compensation ........................................... 37

Item 12.     Security Ownership of Certain Beneficial Owners and
             Management ....................................................... 43

Item 13.     Certain Relationships and Related Transactions ................... 46

                                         PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form
             8-K .............................................................. 47

Signatures   .................................................................. 50
</TABLE>
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                                     PART I

ITEM 1.  BUSINESS

         Certain statements contained in this Annual Report on Form 10-K ("Form
10-K") constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be materially
different than any expressed or implied by these forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these terms
or other comparable terminology.

         Although we believe that the expectations in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.

THE COMPANY

         Overview

         We are an Internet-based provider of business, financial and
competitive information about public companies. We derive this information
primarily from the SEC's EDGAR (Electronic Data Gathering Analysis and
Retrieval) filing system and provide it to corporations, Web sites and
individuals on a real-time basis. We enhance raw SEC filings by organizing and
processing them into an easily accessible and searchable format and use
proprietary software to extract specific information requested by our customers.
Our three primary sources of revenue are contracts with corporate customers,
subscribers to our Web site services and advertising revenues.

         Corporate Sales

         Sales to corporate customers is one of the fastest growing segments of
our business. These customers purchase our data for use on corporate intranets,
private networks and Web sites. Our proprietary data mining technology allows us
to provide specific information tailored to their particular needs. Our
corporate customers include companies in a broad range of industries including
financial service organizations, such as Merrill Lynch and Zurich Reinsurance,
and news service providers, such as Reuters and Standard & Poors. Within these
organizations, we tailor our services to various departments including
marketing, sales, human resources, financial and legal.

         Subscriptions

         We believe that EDGAR Online is the preeminent brand for EDGAR-based
business, financial and competitive information over the Internet. As of
February 29, 2000, we had more than 325,000 registered users, of which 14,500
were paying subscribers. We offer these services through

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our Web sites, located at www.edgar-online.com, www.ipo-express.com and
www.freeedgar.com. Revenues from these sites are generated through
the sale of subscriptions and other premium services.

         Advertising

          We also generate advertising revenues through the sale of banners and
sponsorship buttons on our Web sites and sponsored e-mail alerts to our
registered users. In the first quarter of 2000, our three Web sites delivered in
excess of 80 million ad impressions. We have contracts to deliver content to
more than 195 widely used Web sites including Yahoo!, Lycos, AltaVista,
Infoseek's GO Network, CNET's SNAP, Go2Net, Infospace, CBS MarketWatch,
SmartMoney.com, Business Wire and Track Data. These content distribution
agreements increase traffic to our Web sites and promote our brand name.

INDUSTRY BACKGROUND AND OPPORTUNITY

         The EDGAR System

         The SEC began to require electronic filings of compliance documents
such as prospectuses and annual and quarterly reports in 1994 and, since May
1996, all U.S. public companies have been required to make their SEC filings in
an electronic format through the EDGAR system. Certain foreign issuers have also
chosen to make their filings with the SEC through the EDGAR system. The SEC
established this system to perform automated collection and acceptance of
submissions by companies and others who are required to file disclosure
documents with the SEC. Prior to the introduction of the EDGAR system, SEC
filings were only available on a delayed basis in costly paper or CD-ROM format
from a limited number of document providers or SEC public reference rooms.

         Business Information Market

         Today's business environment is characterized by a rapidly growing
demand for fast and easy access to corporate and financial information. As a
result of the rapid growth of the Internet, corporate and financial information
can now be delivered in a more efficient and less expensive manner. Businesses
are using their intranets, private networks and Web sites to deliver competitive
and financial information to employees, customers and shareholders. SEC filings
are a primary source of this information. According to Simba Information,
revenues from the sale of business information delivered online in the U.S. are
projected to grow from approximately $40 billion in 1999 to approximately $53
billion in 2003. Simba Information also reports that paid online subscriptions
for business and professional information grew almost 47% in 1998 to 5.2 million
subscribers and increased in the first two quarters of 1999 to an estimated 6.1
million subscribers. We believe that our proprietary data mining technology and
brand name recognition will enable us to take advantage of the growth in this
market.

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STRATEGY

         Our goal is to become the leading provider of EDGAR-based business,
financial and competitive information. We aim to meet the increasing market
demand for this information on a real-time, value-added and cost-effective
basis, by providing our customers with sophisticated methods of mining data from
EDGAR filings and other sources. We strive to maintain EDGAR Online as the most
reliable and trusted source of EDGAR-based information for corporate customers
and users of our Web services.

         Increase Corporate Sales

         Our objective is to continue to increase the number of corporate
customers purchasing our services and the amount of revenue generated by each
customer. We will use our proprietary technology to extract information for our
corporate customers and tailor this information to their specific needs. We
intend to offer our services to a broad range of business and professional
customers who have a variety of needs for the types of services we provide. We
are continuing to expand our sales force to target this market.

         Expand Beyond the Internet to Reach New Customers

         We believe that we have established EDGAR Online as a leading Internet
provider of EDGAR-based information. We intend to maintain this leadership
position on the Internet and are now beginning to target other existing and
emerging technologies to reach new customers. For example, we are developing
products and services for use in wireless network applications and are expanding
our sales efforts to news services and data vendors that are using proprietary
private networks.

         Expand Internationally

         Approximately eight percent of our current registered users are located
outside the United States. We intend to market our services more aggressively in
international markets. We intend to expand our database to include filings made
outside of the United States and provide our users with access to corporate and
financial information from these filings. This will enable us to meet both
foreign and domestic demand for information on non-U.S. based companies.

         Expand Functionality and Content Offerings

         We intend to introduce new value-added services to increase revenues
from our existing customer base and to attract new customers. We have
sophisticated search technology under development to further mine the data in
EDGAR filings and plan to market tailored products to specific end users. We are
also incorporating additional sources of business and financial information into
the services we offer to our clients.

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         Enhance Brand Recognition

         We have established strong brand identity in the EDGAR-based retrieval
market, in large part due to the high quality of our services and the extensive
availability of our branded information on the Internet. We intend to continue
to encourage our brand recognition by implementing an aggressive sales and
advertising campaign and by entering into additional strategic distribution
relationships.

         Pursue Additional Strategic Alliances and Acquisitions

         We will seek additional distribution relationships to ensure that we
remain the leading provider of EDGAR-based information on the Internet. We will
also seek additional strategic alliances or acquisitions that will enable us to
offer additional services, strengthen our selling efforts, improve technology
and gain access to complementary services or information that will be of
interest to our customer base.

PRODUCTS AND SERVICES

         Corporate Sales

         As of February 29, 2000, we had over 150 corporate customers
representing a broad range of industry sectors. These corporate customers pay
for having the content of SEC filings processed and delivered to them in ways
that best meet their internal needs. We believe that our corporate contract
services are attractive to professional firms and large corporations who benefit
from using our services to generate valuable business, financial and competitive
information to help them conduct their businesses more effectively. Through our
corporate contracts, we supply our information to customers for use on their
corporate intranets and extranets, subscription Web sites, corporate Web sites
and wireless and private networks.

                  Corporate intranets and extranets

                  We provide EDGAR content to corporate customers for their
internal use, including on their intranets and extranets. Each of these
corporate customers receives a tailored application for their internal use at a
price based on content and degree of customization. These services include
real-time delivery of selected types of filings or specific elements of filings
that contain information for such purposes as sales leads, tracking competitor
activity or comparing executive compensation levels. In addition, we offer bulk
sales of subscriptions to our Web site services to firms for use by their
employees.

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                  Subscription Web sites

                  We deliver EDGAR content to other subscription Web sites, such
as Multex.com, Newstraders, Scotttrade Securities and StreetFusion, that bundle
our content into their service offerings to the business and investment
community. These Web sites either integrate our services into their
comprehensive offerings or offer our services as higher cost options. We provide
Quote.com and Track Data with a digital feed of real-time header information
from all EDGAR filings. These Web sites offer this information to their paying
subscribers who can download real-time and historical full-text filings from our
Web sites.

                  Corporate Web sites

                  Many public companies maintain Web sites that contain
information about their businesses, management, press releases and other public
information. For a monthly fee, we supply a broad range of companies with their
company-specific EDGAR filings for display on their Web sites. This content is
typically part of the investor relations section of these companies' Web sites.
For example, many of these Web sites provide links to these companies' Form 10-K
and Form 10-Q filings, which we provide from our database of EDGAR filings. By
contracting with us, these companies are assured that their Web sites contain
their most recent EDGAR filings.

                  Wireless and Private Networks

                  We deliver EDGAR content to other information vendors such as
Reuters, ILX and Perfect Information, who make EDGAR Online information
available to their private network customers. These information vendors either
integrate our service into their comprehensive offerings or offer our services
for an additional fee. We are also seeking to extend these services to wireless
applications.

         Our Web Sites

         We operate three Web sites, each catering to the specific needs of a
different target audience. Together, these sites provide services that appeal to
both casual users of EDGAR information and to business professionals who require
a broader range of value-added services.

         We seek to capture the fast-growing market of users of business and
financial information by offering low cost, value-added services to our paying
subscribers. We offer basic free content that encourages repetitive usage by
visitors to our Web sites. As of February 29, 2000, we had over 325,000
registered users, of which approximately 14,500 were paying subscribers. Based
on information from @plan., Inc., an Internet-focused market research provider,
we believe our individual users represent a demographic group characterized by
levels of education and personal income that are well above the average profile
of an Internet user. According to the registration data we collect, these
individuals are typically executives, research analysts, bankers, journalists,
attorneys, accountants, sales representatives, recruiters, business development
and marketing

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professionals. We provide them with cost-effective and flexible tools to obtain
information about companies' financial performance, competitive position,
strategic plans, products, expenditure plans, management changes, shareholder
changes, capital raising and other information reported in SEC filings.

         The EDGAR Online Web site, located at www.edgar-online.com is our
premium value-added content service site. This site features up-to-the-second
listing of new EDGAR filings received by the SEC which can be sorted by company
name, form type or filing date. Users to the site are offered advanced searching
and filtering capabilities that allow users to combine multiple criteria to
search EDGAR filings using a company's name, ticker symbol, central index key
(CIK) code, industry, city, state, SEC form type and filing date range. Our
proprietary software also adds navigation features which makes it easier to find
specific information within the EDGAR filings. The site also allows users to
search the EDGAR database for information about individuals named in SEC
filings. Individual users who wish to access these full range of services pay a
monthly fee starting at $9.95. Our highest standard subscription rate of $99.95
per month entitles a user to unlimited access to real-time filings and Form 144
filings. Selected services are also available to non-paying registered and
non-registered users of our Web site. Our service also allows users to store
queries and sends e-mail or Web-based alerts immediately when new filings come
in that match the user's search criteria. Our software enables users the option
of viewing filings in either Hypertext Markup Language, Rich Text Format or on
Excel(r) Spreadsheet Format. For an additional fee, users can obtain a hard copy
of any filing by overnight delivery.

                  The FreeEDGAR Web site, located at www.freeedgar.com is our
value brand site. This site offers free access to all EDGAR filings as well as
limited navigation tools to help users find specific sections of the EDGAR
filing. The Web site also offers certain searching, display and alerting
features which are generally less comprehensive then the features on our premium
Web site. This Web site appeals to users of EDGAR information who are willing to
forego certain value-added features in exchange for free access to the EDGAR
filings. This site is supported by advertising revenues and provides an
opportunity to market the value-added services of our premium Web sites.

                  The EDGAR Online IPO Express Web site, located at
www.ipo-express.com is a specialized site which displays new public offerings as
they are filed, priced, postponed or withdrawn and provides daily and weekly
summaries of all companies filing IPO prospectuses with the SEC. Users can
quickly and easily access key sections of the prospectus, including competition,
risk factors, management and financial data, as well as key details such as
underwriters and ticker symbols. Users subscribing to our IPO Alert services can
also obtain e-mail or web-based alerts when IPO filings are made and when
specific IPO stocks begin trading.

         Advertising

         We have a contract with DoubleClick, an Internet advertising services
provider, to sell advertising on our Web sites. In February 2000, DoubleClick
sold advertising on our sites to over 225 companies. Our advertisers represent a
broad cross section of industries that are attracted by the

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subject matter of our Web sites and by the demographics of the users of our Web
sites. These advertisers include companies such as Datek Online Brokerage
Services, Fidelity Investments, Korn Ferry, GTE, Nortel Power and IBM.


KEY CONTENT DISTRIBUTION RELATIONSHIPS

         In order to enhance our brand recognition and audience reach, we have
entered into, and are pursuing additional, content distribution contracts. We
provide EDGAR content to these partners in order to build traffic to our Web
sites. We have more than 195 of these content distribution contracts. These
contracts are typically for a one-year term, with automatic renewal, unless
either party cancels the agreement within 60 days of the then current term or at
any time in the event cause exists. We provide these sites with limited content
which they display on their sites using the EDGAR Online brand name. In return,
EDGAR Online sites benefit from increased traffic and resulting advertising
revenues, which occurs when users of these sites seek additional EDGAR-related
information.

         Portal or search engine Web sites

         We provide selected EDGAR content to portal and search engine sites,
including Yahoo!, Lycos, AltaVista, Infoseek's GO Network, CNET's SNAP, Go2Net
and Infospace. For example, we provide the Yahoo! Finance Web site with headline
information about SEC filings and the extracted Management's Discussion and
Analysis section of Forms 10-K and 10-Q on a real-time basis. We deliver
selected free information for display on other Web sites, such as Infoseek's GO
Network and Infospace. We also support co-branded pages, which provide links to
our Web sites where we have the opportunity to sell subscriptions. Our
agreements with these entities provide us with the right to sell advertising on
these co-branded pages. While we typically retain 100% of these advertising
revenues, under some of these arrangements, we share up to 20% with our
co-branded partners.

         News, financial information and investment sites

         We provide selected EDGAR content to news, financial information and
investing sites such as CBS MarketWatch, SmartMoney.com, Track Data, Business
Wire and Big Charts. These Web sites offer this information to their paying
subscribers who can download real-time and historical full text filings from our
Web sites. We support co-branded links to CBS MarketWatch, SmartMoney.com and
Business Wire.

MARKETING AND SALES

         Historically, we have focused our business on building content
distribution relationships with major search engines and financially-oriented
and general information Web sites to build our brand recognition. These
co-branded relationships and our well-known presence on the Internet have
allowed us to attract individual subscribers and corporate customers.

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         Since April 1999, we have hired a staff of seven professionals to
support our sales and marketing efforts. The exclusive focus of our sales staff
is to market our services to corporate customers. We believe that corporate
customers will represent an important source of revenue growth in the next few
years, as we continue to introduce value-added search and extraction products
and customized fee-based services to corporate purchasers of sophisticated
financial information. We intend to continue to increase the number of sales
professionals dedicated to marketing our services exclusively to corporate
accounts.

         We have also undertaken expanded advertising campaigns to support our
sales efforts. We promote our services through print, on-line and broadcast
advertising, direct mail, trade shows and telemarketing. We also use free-trial
offers on our Web sites to encourage registered users and visitors to subscribe
to our services and to encourage existing subscribers to purchase additional
value-added services.

         The open architecture of the Internet allows Web sites to link without
permission to Web pages they believe will benefit their users. We estimate that
more than 3,700 different Web sites provide links to our Web sites, thereby
generating extensive traffic to our sites and increasing our brand awareness.

PROPRIETARY DATA MINING SOFTWARE

         We use database technology designed for us by iXL. This proprietary
technology integrates software that was developed exclusively for us by iXL with
software systems obtained commercially. The software developed for us by iXL
includes our database of EDGAR filings, Web-based customer interfaces, data
mining capabilities and customer support and billing systems. The software
systems obtained commercially include the Great Plains Accounting System, The
Verity Search Engine, DR-LINK natural language search engine, and NetOwl
Extractor. The nature of our proprietary system allows us to enhance our service
offerings by rapidly integrating new technology developed by third parties.

         Over the last four years we have accumulated a large set of unique
software programs that enable us to perform the many complex data mining
functions necessary to deliver our services on a real-time and cost-effective
basis to both our Web and corporate customers. We believe these proprietary
programs, and the way we integrate them into a scalable system, give us a
significant advantage over any competitors who might attempt to match our speed
and accuracy in extracting data from the EDGAR database and delivering that data
to a large number of customers in a variety of formats.

INFRASTRUCTURE, OPERATIONS AND TECHNOLOGY

         Much of our development programming is performed by iXL Enterprises,
Inc. iXL also manages www.edgar-online.com and www.ipo-express.com Web sites.
iXL has been our software developer since our inception. We own all the programs
that run our Web sites, including those

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developed by iXL. Our EDGAR Online and IPO Express Web sites are hosted at
facilities located at Globix Corporation in New York City. Globix maintains
multiple Web servers owned by us which run Microsoft NT operating systems and
use Microsoft Internet Information Server. The system is maintained on a 24
hours-a-day, 7 days-a-week basis remotely by iXL technicians with the exception
of our networking communications which are managed by Globix.

         We also have a team of development and IT professionals located in
Kirkland, Washington. These professionals are responsible for hosting the
FreeEDGAR.com Web site and supporting the services being provided to a number of
our major corporate customers. They work closely with iXL and our operations and
development people in Norwalk, Connecticut, to create and support new service
offerings which can be deployed on each of our Web sites and offered to our
business-to-business customers.

         All our systems, including our accounting system, user database and
database of EDGAR filings, and all proprietary software are backed up on a daily
basis and stored offsite. Our software and database are replicated across
multiple servers, using the clustering facilities of Microsoft Windows NT
Server, Enterprise edition. This provides us with both resilience against
hardware failure and with scalability to handle our increasing traffic loads.

         The flow of information in and out of our sites operate as follows:

         -        the live feed of EDGAR filings comes from the SEC's
                  dissemination agent, TRW, which sends this feed both to Globix
                  in New York City and to our office in Kirkland, Washington via
                  a private high speed T-1 connection; and

         -        the raw EDGAR filings are processed independently by our
                  proprietary software and posted to our sites and distributed
                  to third parties with which we have distribution contracts via
                  production servers located at Globix's facilities and in
                  Kirkland, Washington.

                  Our services are available to users 24 hours-a-day, 7
days-a-week. Customer service is available weekdays 9:00 AM to 7:30 PM (ET).
Inquiries come in through our Web sites and via e-mail and telephone. At
February 29, 2000, we had 14 employees engaged in customer service and network
support.

COMPETITION

         The market for Internet information services and products is relatively
new, has no substantial barriers to entry and is intensely competitive and
rapidly changing. The number of Web sites competing for consumers' and
advertisers' attention and spending has proliferated, and we expect that
competition will continue to intensify. We currently compete, directly and
indirectly, for corporate customers with vendors of financial information such
as Bloomberg and Disclosure and

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for subscribers, viewers and advertisers with Web-based providers of free EDGAR
information, such as 10KWizard.com and Global Security Information's LIVEDGAR
offering.

         Many of our 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 we do. This may allow them to devote greater resources than we
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, content
distribution partners and advertisers. Our competitors may offer EDGAR content
that achieves greater market acceptance than ours. It is also possible that new
competitors may emerge and rapidly acquire significant market share. While we
have good relationships with our growing list of customers, we may not be able
to retain these customers. Increased competition could result in price
reductions, reduced margins or loss of market share, any of which could
materially adversely affect our business, results of operations and financial
condition.

         We also compete with other Web sites, television, radio and print media
for a share of advertisers' total advertising budgets. If advertisers perceive
the Internet in general or our 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 Internet advertising or to advertising on our Web
sites.

INTELLECTUAL PROPERTY

         Our success depends significantly upon our proprietary technology. We
currently rely on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect our proprietary
rights. All of our employees have executed confidentiality and non-use
agreements which provide that any rights they may have in copyrightable works or
patentable technologies belong to us. In addition, prior to entering into
discussions with third parties regarding our proprietary technologies, we
typically require that such parties enter into a confidentiality agreement. If
these discussions result in a license or other business relationship, we
typically also require that the agreement setting forth the parties' respective
rights and obligations include provisions for the protection of our intellectual
property rights.

         The SEC has granted us a non-exclusive, royalty-free license to use the
name EDGAR in our logo and corporate name initially through 2008. We have
received notification from the U.S. Patent and Trademark Office that our
application to register our EDGAR Online trademark has proceeded to the
publication stage. Our trademark filing was the subject of an objection
proceeding by the owner of www.edgaronline.com. We have resolved this objection
proceeding via a court proceeding we brought against the owner of this Web site.
The court proceeding was settled in our favor resulting in our obtaining all
ownership rights to www.edgaronline.com. We are now in the process of having the
objection to our trademark application withdrawn and we expect the mark to be
registered within the next six months.

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GOVERNMENT REGULATION

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

         Tax authorities in a number of states are currently reviewing the
appropriate tax treatment of companies engaged in Internet commerce. New state
tax regulations may subject us to additional state sales and income taxes. As
our service is available over the Internet anywhere in the world, multiple
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each such jurisdiction. The failure by us to qualify as a
foreign corporation in a jurisdiction where we are required to do so could
subject us to taxes and penalties for the failure to qualify. It is also
possible that state and foreign governments might attempt to regulate our
transmissions of content on our Web sites.

EMPLOYEES

         As of February 29, 2000, we had 45 full-time employees. We believe that
we have good relations with our employees.

CORPORATE HISTORY

         We are a Delaware corporation and were formed in November 1995 under
the name Cybernet Data Systems, Inc. In January 1999, we changed our name to
EDGAR Online, Inc. Our executive offices are located at 50 Washington Street,
Norwalk, Connecticut 06854 and our telephone number is (203) 852-5666.


                   RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

         The following risk factors and other information included in this Form
10-K should be carefully considered. The risks and uncertainties described below
are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks actually occurs, our business,
financial condition and operating results could be materially adversely
affected.

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WE HAVE A LIMITED OPERATING HISTORY AND OUR FUTURE SUCCESS WILL DEPEND ON OUR
ABILITY TO INCREASE REVENUES.

         As an early stage company in the new and rapidly evolving market for
the delivery of financial and business information over the Internet, we face
numerous risks and uncertainties in achieving increased revenues. We were
incorporated in November 1995 and launched our EDGAR Online Web site, located at
http://www.edgar-online.com, in January 1996. Accordingly, we have a limited
operating history on which you can evaluate our business and prospects. During
this period, we have invested heavily in our proprietary technologies to enable
us to carry out our business plan. These expenditures, in advance of revenues,
have resulted in operating losses in each of the last three years. In order to
be successful, we must increase our revenues from the sale of our services to
corporate customers, individual subscription fees and advertising sales. In
order to increase our revenues, we must successfully:

         -        create and successfully implement a marketing plan to (1)
                  attract more individual online users to our services, (2)
                  convert visitors to paying subscribers and (3) increase
                  corporate sales;

         -        continue to improve our market position as a commercial
                  provider of information services based on EDGAR filings;

         -        maintain our current, and develop new, content distribution
                  relationships with popular Web sites and providers of business
                  and financial information;

         -        maintain our current, and continue to increase, advertising
                  revenues by increasing traffic to our Web sites and by
                  increasing the number of advertisers;

         -        respond effectively to competitive pressures from other
                  Internet providers of EDGAR content;

         -        continue to develop and upgrade our technology; and

         -        attract, retain and motivate qualified personnel with Internet
                  experience to serve in various capacities, including sales and
                  marketing positions.

         If we are not successful in addressing these uncertainties through the
execution of our business strategy, our business, results of operations and
financial condition will be materially adversely affected.

                                      -12-
<PAGE>   15
WE HAVE A HISTORY OF LOSSES AND ANTICIPATE THAT LOSSES WILL CONTINUE.

         As of December 31, 1999, we had an accumulated deficit of $8,909,321.
We may not ever generate sufficient revenues to achieve profitability. We
incurred net losses of $835,853 for the year ended December 31, 1996, $1,497,899
for the year ended December 31, 1997, $2,221,474 for the year ended December 31,
1998 and $4,162,861 for the year ended December 31, 1999. We expect operating
losses to continue for the foreseeable future as we continue to incur
significant operating costs and capital expenditures. As a result, we will need
to generate significant additional revenues to achieve and maintain
profitability. Even if we do achieve profitability, we cannot assure you that we
can sustain or increase profitability on a quarterly or annual basis in the
future. In addition, if revenues grow slower than we anticipate, or if operating
expenses exceed our expectations or cannot be adjusted accordingly, our
business, results of operations and financial condition will be materially
adversely affected.

FUTURE ENHANCEMENTS TO THE SEC'S EDGAR SYSTEM MAY ERODE DEMAND FOR OUR SERVICES.

         Our future success will depend on our ability to continue to provide
value-added services that distinguish our Web sites from the type of
EDGAR-information available from the SEC on its Web site. Through its Web site,
the SEC provides free access to EDGAR filings on a time-delayed basis of 24 to
72 hours. If the SEC, which has recently announced that it intends to modernize
the EDGAR system, were to make changes to its Web site such as providing (1)
free real-time access to EDGAR filings or (2) value-added services comparable to
those provided on our Web sites, our business, results of operations and
financial condition would be materially adversely affected.

WE FACE INTENSE COMPETITION FROM OTHER PROVIDERS OF BUSINESS AND FINANCIAL
INFORMATION.

         We compete with many providers of business and financial information,
including other Internet companies, for consumers' and advertisers' attention
and spending. Because our market poses no substantial barriers to entry, we
expect this competition to continue to intensify. The types of companies with
which we compete for users and advertisers include:

         -        traditional vendors of financial information, such as
                  Disclosure;

         -        proprietary information services and Web sites targeted to
                  business, finance and investing needs, including those
                  providing EDGAR content, such as Bloomberg, and LIVEDGAR; and

         -        Web-based providers of free EDGAR information such as
                  10K Wizard.com.

                                      -13-
<PAGE>   16
         Our future success will depend on our ability to maintain and enhance
our market position by: (1) using technology to add value to raw EDGAR
information, (2) keeping our pricing models below those of our competitors and
(3) signing high-traffic Web sites to distribution contracts.

         Our potential commercial competitors include entities that currently
license our content, but which may elect to purchase a real-time EDGAR database
feed (called a Level I EDGAR feed) directly from the SEC and use it to create
value-added services, similar to services provided by us, for their own use or
for sale to others. This risk is particularly serious in light of the fact that
the SEC has, as part of the modernization of the EDGAR system, introduced a new
dissemination system effective November 1, 1998 that reduced the annual
subscription cost of a Level I feed by approximately 73%. Effective January 1,
2000, the annual subscription costs were lowered by an additional 42%.

         Many of our existing competitors, as well as a number of potential
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than we do. This may enable them to respond more quickly to new or
emerging technologies and changes in the types of services sought by users of
EDGAR-based information, or to devote greater resources to the development,
promotion and sale of their services than we can. These competitors and
potential competitors may be able to undertake more extensive marketing
campaigns, adopt more aggressive pricing policies and make more attractive
offers to potential employees, subscribers and content distribution partners.
Our competitors may also develop services that are equal or superior to the
services offered by us or that achieve greater market acceptance than our
services. In addition, current and prospective competitors may establish
cooperative relationships among themselves or with third parties to improve
their ability to address the needs of our existing and prospective customers. If
these events occur, they could have a materially adverse effect on our revenue.
Increased competition could also result in price reductions, reduced margins or
loss of market share, any of which would adversely affect our business, results
of operations and financial condition.

WE MAY NOT BE SUCCESSFUL IN INCREASING BRAND AWARENESS.

         Our future success will depend, in part, on our ability to increase the
brand awareness of our EDGAR Online, FreeEDGAR and IPOExpress Web sites. If our
marketing efforts are unsuccessful or if we cannot increase our brand awareness,
our business, financial condition and results of operations would be materially
adversely affected. In order to build our brand awareness, we must succeed in
our marketing efforts, provide high quality services and increase traffic to our
Web sites. We have devoted significant funds to expand our sales and marketing
efforts as part of our brand-building efforts. These efforts may not be
successful.

                                      -14-
<PAGE>   17
WE MAY NOT BE SUCCESSFUL IN DEVELOPING NEW AND ENHANCED SERVICES AND FEATURES
FOR OUR WEB SITES.

         Our market is characterized by rapidly changing technologies, evolving
industry standards, frequent new product and service introductions and changing
customer demands. To be successful, we must adapt to our rapidly changing market
by continually enhancing our existing services and adding new services to
address our customers' changing demands. We could incur substantial costs if we
need to modify our services or infrastructure to adapt to these changes. Our
business could be adversely affected if we were to incur significant costs
without generating related revenues or if we cannot adapt rapidly to these
changes.

         Our business could also be adversely affected if we experience
difficulties in introducing new or enhanced services or if these services are
not favorably received by users. We may experience technical or other
difficulties that could delay or prevent us from introducing new or enhanced
services. Furthermore, after these services are introduced, we may discover
errors in these services which may require us to significantly modify our
software or hardware infrastructure to correct these errors.

WE ARE DEPENDENT ON THE CONTINUED GROWTH OF THE EMERGING MARKET FOR ONLINE
BUSINESS AND FINANCIAL INFORMATION.

         The success of our business will depend on the growing use of the
Internet for the dissemination of business and financial information. The number
of individuals and institutions that use the Internet as a primary source of
business and financial information may not continue to grow. The market for the
distribution of business and financial information, including EDGAR-based
content, over the Internet has only recently begun to develop, is rapidly
evolving and is characterized by an increasing number of market entrants who
have introduced or developed electronic distribution services over the Internet
and private networks. As is typical of a rapidly evolving industry, demand and
market acceptance for new services are subject to a high level of uncertainty.

         Because the market for our products and services is new and rapidly
evolving, it is difficult to predict with any certainty what the growth rate, if
any, and the ultimate size of this market will be. We cannot be certain that the
market for our services will continue to develop or that our services will ever
achieve a significant level of market acceptance. If the market fails to
continue to develop, develops more slowly than expected or becomes saturated
with competitors, or if our services do not achieve significant market
acceptance, or if pricing becomes subject to considerable competitive pressures,
our business, results of operations and financial condition would be materially
adversely affected.

                                      -15-
<PAGE>   18
MAINTAINING EXISTING AND ESTABLISHING NEW CONTENT DISTRIBUTION RELATIONSHIPS
WITH HIGH-TRAFFIC WEB sitesS IS CRUCIAL TO OUR FUTURE SUCCESS.

         Because our advertising revenues, which form a significant component of
our total revenues, depend to a great extent on the traffic to our Web sites,
our business could be adversely affected if we do not maintain our current, and
establish additional, content distribution relationships on commercially
reasonable terms or if a significant number of our content distribution
relationships do not result in increased use of our Web sites. We rely on
establishing and maintaining content distribution relationships with
high-traffic Web sites for a significant portion of the traffic on our Web
sites. There is intense competition for placements on high-traffic Web sites,
and we may not be able to maintain our present contractual relationships or
enter into any additional relationships on commercially reasonable terms, if at
all. Even if we maintain our existing relationships or enter into new content
distribution relationships with other Web sites, they themselves may not
continue to attract significant numbers of users. Therefore, our Web sites may
not continue to receive significant traffic or receive additional new users
from these relationships.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY A DOWNTURN IN THE FINANCIAL SERVICES
INDUSTRY.

         We are dependent upon the continued demand for the distribution of
business and financial information over the Internet, making our business
susceptible to a downturn in the financial services industry. For example, a
decrease in the number of individuals investing their money in the equity
markets could result in a decrease in the number of subscribers utilizing our
Web sites for real-time access to EDGAR filings. This downturn could have a
material adverse effect on our business, results of operations and financial
condition.

WE DEPEND ON DOUBLECLICK FOR ADVERTISING REVENUES.

         We anticipate that our results of operations in any given period will
continue to depend to a significant extent upon advertising revenues generated
through our relationship with DoubleClick, Inc., which has provided us with a
full range of advertising services for the last two years. DoubleClick's failure
to enter into a sufficient number of advertising contracts during a particular
period could have a material adverse effect on our business, financial condition
and results of operations. Historically, a limited number of customers, all
represented by DoubleClick, have accounted for a significant percentage of our
paid advertising revenues. For the twelve months ended December 31, 1999, our
DoubleClick-related paid advertising revenue was 30% of our total 1999 revenues.

         Our existing agreement with DoubleClick can be canceled by either party
on 90 days notice. In addition, this agreement does not prohibit DoubleClick
from selling the same type of service that we currently receive from them to Web
sites that compete with our site. If DoubleClick is unable or unwilling to
provide these advertising services to us in the future, we would be required to
obtain

                                      -16-
<PAGE>   19
them from another provider or perform them ourselves. We would likely lose
significant advertising revenues while we are in the process of replacing
DoubleClick's services.

WE FACE INTENSE COMPETITION FOR ADVERTISING REVENUES AND THE VIABILITY OF THE
INTERNET AS AN ADVERTISING MEDIUM IS UNCERTAIN.

         We compete with both traditional advertising media, such as print,
radio and television, and other Web sites for a share of advertisers' total
advertising budgets. Paid advertising revenues represented 24% and 30% of our
total revenues for the years ended December 31, 1998 and December 30, 1999,
respectively. If advertisers do not perceive the Internet to be an effective
advertising medium, companies like ours will be unable to compete successfully
with traditional media for advertising revenues. In addition, if we are unable
to generate sufficient traffic on our Web sites, we could potentially lose
advertising revenues to other Web sites that generate higher user traffic.
Because advertising sales make up a significant component of our revenues,
either of these developments could have a significant adverse impact on our
business, results of operations or financial condition.

WE MAY NOT BE ABLE TO CREATE AND DEVELOP AN EFFECTIVE DIRECT SALES FORCE.

         Because a significant component of our growth strategy relates to
increasing our revenues from sales of our corporate services, our business would
be adversely affected if we were unable to develop and maintain an effective
sales force to market our services to this customer group. Until recently, we
had not employed any sales executives to sell our corporate services. During the
period March 1, 1999 through December 31, 1999, we hired seven corporate
salesmen whose task is to market and sell our services to the corporate market.
These efforts may not be successful.

WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR GROWTH.

         We have experienced and are currently experiencing a period of
significant growth. If we are unable to manage our growth effectively, our
business will be adversely affected. This growth has placed, and our anticipated
future growth will continue to place, a significant strain on our technical,
financial and managerial resources. As part of this growth, we may have to
implement new operational and financial systems and procedures and controls to
expand, train and manage our employees, especially in the areas of sales and
product development.

WE FACE RISKS IN CONNECTION WITH OUR RECENT ACQUISITION AND OTHER ACQUISITIONS
AND BUSINESS COMBINATIONS THAT WE MAY CONSUMMATE.

         We plan to continue to expand our operations and market presence by
making acquisitions, such as our recent FreeEDGAR acquisition and entering into
business combinations, investments, joint ventures or other strategic alliances
with other companies. These transactions create risks such as:

                                      -17-
<PAGE>   20
         -        difficulty assimilating the operations, technology and
                  personnel of the combined companies;

         -        disruption of our ongoing business;

         -        problems retaining key technical and managerial personnel;

         -        expenses associated with amortization of goodwill and other
                  purchased intangible assets;

         -        additional operating losses and expenses of acquired
                  businesses; and

         -        impairment of relationships with existing employees, customers
                  and business partners.

         We may not succeed in addressing these risks. In addition, the business
we have acquired, and in the future may acquire, may continue to incur operating
losses.

WE DEPEND ON KEY PERSONNEL.

         Our future success will depend to a significant extent on the continued
services of our senior management and other key personnel, particularly Susan
Strausberg, Chief Executive Officer, Marc Strausberg, Chairman and Chief
Information Officer, Tom Vos, President and Chief Operating Officer and Greg
Adams, Chief Financial Officer, each of whom are parties to written employment
agreements. The loss of the services of these, or certain other key employees,
would likely have a material adverse effect on our business. We do not maintain
"key person" life insurance for any of our personnel. Our future success will
also depend on our continuing to attract, retain and motivate other highly
skilled employees. Competition for personnel in our industry is intense. We may
not be able to retain our key employees or attract, assimilate or retain other
highly qualified employees in the future. If we do not succeed in attracting new
personnel or retaining and motivating our current personnel, our business will
be adversely affected. In addition, the employment agreements with our key
employees contain restrictive covenants that restrict their ability to compete
against us or solicit our customers. These restrictive covenants, or some
portion of these restrictive covenants, may be deemed to be against public
policy and may not be fully enforceable. If these provisions are not
enforceable, these employees may be in a position to leave us and work for our
competitors or start their own competing businesses.

                                      -18-
<PAGE>   21
WE DEPEND ON THIRD PARTIES FOR IMPORTANT ASPECTS OF OUR BUSINESS OPERATIONS.

         We depend on third parties to develop and maintain the software and
hardware we use to operate our Web sites. iXL Enterprises, Inc., an Internet
strategy consulting company, develops, maintains and upgrades our proprietary
software, which includes those features which enable users to locate and
retrieve data, as well as our database of EDGAR filings, Web-based customer
interfaces and customer support and billing systems. While our contract with iXL
is currently on a month-to-month basis, we are in negotiations with iXL to amend
our agreement to provide for a more definitive term. If iXL were unable or
unwilling to provide these services, we would need to find a suitable
replacement. The failure to find a suitable replacement or to come to an
agreement with an acceptable alternate provider on terms acceptable to us could
materially adversely affect our business, results of operations and financial
condition.

         We also have a hosting contract with Globix Corporation, a provider of
Internet services, pursuant to which Globix operates and maintains the Web
servers owned by us in their New York City data center. Our hosting contract
with Globix expires in July 2003. If Globix were unable or unwilling to provide
these services, we would have to find a suitable replacement. Our operations
could be disrupted while we were in the process of finding a replacement for
Globix and the failure to find a suitable replacement or to reach an agreement
with an alternate provider on terms acceptable to us could materially adversely
affect our business, results of operations and financial condition.

WE FACE A RISK OF SYSTEM FAILURE.

         Our ability to provide EDGAR content on a real-time basis depends on
the efficient and uninterrupted operation of our computer and communications
hardware and software systems. Similarly, our ability to track, measure and
report the delivery of advertisements on our site depends on the efficient and
uninterrupted operation of a third-party system provided by DoubleClick. These
systems and operations are vulnerable to damage or interruption from human
error, natural disasters, telecommunication failures, 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 our service or a decrease in responsiveness of our Web sites
could result in reduced traffic, reduced revenue and harm to our reputation,
brand and relations with advertisers.

         Our operations depend on Globix's ability to protect its and our
systems in its data center against damage from fire, power loss, water damage,
telecommunications failure, vandalism and similar unexpected adverse events.
Although Globix provides comprehensive facilities management services, including
human and technical monitoring of all production servers 24 hours-per-day, seven
days-per-week, Globix does not guarantee that our Internet access will be
uninterrupted, error-free or secure. Any disruption in the Internet access to
our Web sites provided by Globix could materially adversely affect our business,
results of operations and financial condition. Our insurance policies may not
adequately compensate us for any losses that we may incur because of any
failures

                                      -19-
<PAGE>   22
in our system or interruptions in the delivery of our services. Our business,
results of operations and financial condition could be materially adversely
affected by any event, damage or failure that interrupts or delays our
operations.

THERE ARE RISKS OF INCREASED USERS STRAINING OUR SYSTEMS AND OTHER SYSTEM
MALFUNCTIONS.

         In the past, our Web sites have experienced significant increases in
traffic when there have been important business or financial news stories and
during the seasonal periods of peak SEC filing activity. In addition, the number
of our users has continued to increase over time and we are seeking to further
increase the size of our user base and the frequency with which they use our
services. Therefore, our Web sites must accommodate an increasingly high volume
of traffic and deliver frequently updated information. Our Web sites have in the
past, and may in the future, experience slower response times or other problems
for a variety of reasons, including hardware capacity restraints and software
failures. These strains on our system could cause customer dissatisfaction and
could discourage visitors from becoming paying subscribers. We also depend on
the Level I EDGAR feed we purchase in order to provide SEC filings on a
real-time basis. Our Web sites could experience disruptions or interruptions in
service due to the failure or delay in the transmission or receipt of this
information.

         These types of occurrences could cause users to perceive our Web sites
as not functioning properly and cause them to use other methods, including the
SEC's Web site or those of our competitors, to obtain EDGAR-based information.

WE LICENSE THE TERM EDGAR FROM THE SEC AND DEPEND ON OTHER INTELLECTUAL
PROPERTY.

         Trademarks and other proprietary rights, principally our proprietary
database technology, are important to our success and our competitive position.
The SEC is the owner of a United States trademark registration covering the use
of the term EDGAR. We have obtained a non-exclusive, royalty-free license from
the SEC to use the term EDGAR in our trademarks, service marks and corporate
name. This license is due to expire in September 2008. Since we have built
significant brand recognition through the use of the term EDGAR in our service
offerings, company name and Web sites, our business, results of operations and
financial condition could be adversely affected if we were to lose the right to
use the term EDGAR in the conduct of our business.

         We seek to protect our trademarks and other proprietary rights by
entering into confidentiality agreements with our employees, consultants and
content distribution partners, and attempting to control access to and
distribution of our proprietary information. Despite our efforts to protect our
proprietary rights from unauthorized use or disclosure, third parties may
attempt to disclose, obtain or use our proprietary information. The precautions
we take may not prevent this type of misappropriation. In addition, our
proprietary rights may not be viable or of value in the

                                      -20-
<PAGE>   23
future since the validity, enforceability and scope of protection of proprietary
rights in Internet-related industries is uncertain and still evolving.

         Finally, third parties could claim that our database technology
infringes their proprietary rights. Although we have not been subjected to
litigation relating to these types of claims, such claims and any resultant
litigation, should it occur, could subject us to significant liability for
damages and could result in the invalidation of our proprietary rights. Even if
we prevail, such litigation could be time-consuming and expensive, and could
result in the diversion of our time and attention, any of which could materially
adversely affect our business, results of operations and financial condition.
Any claims or litigation could also result in limitations on our ability to use
our trademarks and other intellectual property unless we enter into license or
royalty agreements, which agreements may not be available on commercially
reasonable terms, if at all.

WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING.

         We currently anticipate that our available cash resources combined with
cash generated from operations will be sufficient to meet our anticipated
working capital and capital expenditure requirements for at least the next 12
months. We may need to raise additional funds, however, to fund potential
acquisitions, more rapid expansion, to develop new or enhance existing services,
or to respond to competitive pressures. We cannot assure you that additional
financing will be available on terms favorable to us, or at all. If adequate
funds are not available or are not available on acceptable terms, our ability to
fund our expansion, take advantage of unanticipated opportunities, develop or
enhance services or products or otherwise respond to competitive pressures would
be significantly limited. Our business, results of operations and financial
condition could be materially adversely affected by these financing limitations.

WE COULD BE LIABLE FOR OR ADVERSELY AFFECTED BY UNDETECTED YEAR 2000 PROBLEMS.

         Our business may suffer as a result of defects relating to year 2000
compliance issues that have not yet been detected. Since our products run in
conjunction with the systems of our customers, our products could fail to
function properly if our customers' systems encounter year 2000 compliance
problems. If this happens, it could result in liability to us or adversely
affect our results of operations.

WE ARE DEPENDENT ON THE INTERNET INFRASTRUCTURE.

         Our future success will depend, in significant part, upon the
maintenance of the various components of the Internet infrastructure, such as a
reliable backbone network with the necessary speed, data capacity and security,
and the timely development of enabling products, such as high-speed modems,
which provide reliable and timely Internet access and services. To the extent
that the Internet continues to experience increased numbers of users, frequency
of use or increased user bandwidth requirements, we cannot be sure that the
Internet infrastructure will continue to be able to

                                      -21-
<PAGE>   24
support the demands placed on it or that the performance or reliability of the
Internet will not be adversely affected. Furthermore, the Internet has
experienced a variety of outages and other delays as a result of damage to
portions of its infrastructure or otherwise, and such outages or delays could
adversely affect our Web sites and the Web sites of our co-branded partners, as
well as the Internet service providers and online service providers our
customers use to access our services. In addition, the Internet could lose its
viability as a commercial medium due to delays in the development or adoption of
new standards and protocols that can handle increased levels of activity. We
cannot predict whether the infrastructure and complementary products and
services necessary to maintain the Internet as a viable commercial medium will
be developed or maintained.

WE ARE SUBJECT TO UNCERTAIN GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES
RELATING TO THE INTERNET.

         There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. Any new laws or regulations relating
to the Internet could adversely affect our business. In addition, current laws
and regulations may be applied and new laws and regulations may be adopted in
the future that address issues such as user privacy, pricing, taxation and the
characteristics and quality of products and services offered over the Internet.
For example, several telecommunications companies have petitioned the Federal
Communications Commission to regulate Internet service providers and online
service providers in a manner similar to long distance telephone carriers and to
impose access fees on these companies. This could increase the cost of
transmitting data over the Internet, which could increase our expenses and
discourage people from using the Internet to obtain business and financial
information. Moreover, it may take years to determine the extent to which
existing laws relating to issues such as property ownership, libel and personal
privacy are applicable to the Internet.

WE FACE WEB SECURITY CONCERNS THAT COULD HINDER INTERNET COMMERCE.

         Any well-publicized compromise of Internet security could deter more
people from using the Internet or from using it to conduct transactions that
involve transmitting confidential information, such as stock trades or purchases
of goods or services. Because a portion of our revenue is based on individuals
using credit cards to purchase subscriptions over the Internet and a portion
from advertisers who seek to encourage people to use the Internet to purchase
goods or services, our business could be adversely affected by this type of
development. We may also incur significant costs to protect against the threat
of security breaches or to alleviate problems, including potential private and
governmental legal actions, caused by such breaches.

WE COULD FACE LIABILITY AND OTHER COSTS RELATING TO OUR STORAGE AND USE OF
PERSONAL INFORMATION ABOUT OUR USERS.

         Our policy is not to willfully disclose any individually identifiable
information about any user to a third party without the user's consent. This
policy statement is available to users of our

                                      -22-
<PAGE>   25
subscription services when they initially register. Despite this policy,
however, if third persons were able to penetrate our network security or
otherwise misappropriate our users' personal or credit card information, we
could be subject to liability. These could include claims for unauthorized
purchases with credit card information, impersonation or other similar fraud
claims. They could also include claims for other misuses of personal information
such as for unauthorized marketing purposes. These claims could result in
litigation. In addition, the Federal Trade Commission and several states have
been investigating certain Internet companies regarding their use of personal
information. We could incur additional expenses if new regulations regarding the
use of personal information are introduced or if these regulators chose to
investigate our privacy practices.

WE MAY BE LIABLE FOR INFORMATION DISPLAYED ON OUR WEB SITES.

         We may be subjected to claims for defamation, negligence, copyright or
trademark infringement, violation of the securities laws or other claims
relating to the information that we publish on our Web sites, which may
materially adversely affect our business. These types of claims have been
brought, sometimes successfully, against online services as well as other print
publications in the past. We could also be subjected to claims based upon the
content that is accessible from our Web sites through links to other Web sites.
Our general liability insurance may not cover these claims and may not be
adequate to protect us against all liabilities that may be imposed.


ITEM 2.  PROPERTIES

         Our principal executive offices are located in Norwalk, Connecticut,
where we lease 7,500 square feet of office space. The term of this lease expires
June 2006.

         We also lease approximately 4,900 square feet of office space at 122
East 42nd Street, New York, New York. This facility houses sales and
administrative personnel. The term of this lease expires April 2007.

         We also lease an aggregate of approximately 7,200 square feet of office
in Linbrook Office Park located at 10628 NE 37th Circle and 10635 NE 38th Place,
Kirkland, Washington, pursuant to two separate lease agreements. These
facilities house our West Coast development and operations personnel, the
computer and communications equipment needed to operate our FreeEDGAR.com Web
site and supports certain corporate offerings. The terms of these leases expire
in January 2003.

         We believe that, in general, our physical properties are well
maintained, in good operating condition and adequate for their intended
purposes.




                                      -23-
<PAGE>   26
ITEM 3.  LEGAL PROCEEDINGS

         We are not party to any material legal proceedings.


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

         No matters were submitted to security holders through the solicitation
of proxies or otherwise during the fourth quarter of our fiscal year ended
December 31, 1999.

                                      -24-
<PAGE>   27
                                     PART II

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

                          MARKET PRICE FOR COMMON STOCK

         Our common stock has been quoted on the Nasdaq National Market under
the symbol "EDGR" since our initial public offering on May 26, 1999. The
following table sets forth, for the periods indicated, the high and low sales
prices per share of common stock as reported on the Nasdaq National Market:

<TABLE>
<CAPTION>
                                                             High               Low
                                                             ----               ---
<S>                                                        <C>               <C>
FISCAL YEAR ENDED DECEMBER 31, 1999
     Second Quarter (from May 26, 1999)                     $ 8.8125          $ 6.2500
     Third Quarter                                          $19.0625          $ 7.3125
     Fourth Quarter                                         $ 9.5000          $ 6.7500

FISCAL YEAR ENDED DECEMBER 31, 2000
     First Quarter  (through March 20, 2000)               $ 15.1250          $ 7.0938
</TABLE>

           On March 20, 2000, the last reported sales price of the common stock
on the Nasdaq National Market was $12.00. As of March 20, 2000, there were
approximately 107 holders of record of our common stock.

                                 DIVIDEND POLICY

         We have not declared or paid any cash dividends on our capital stock
since inception. We intend to retain any future earnings to finance the
operation and expansion of our business and do not anticipate paying any cash
dividends in the foreseeable future.


ITEM 6.  SELECTED FINANCIAL DATA

         The selected data presented below for, and as of the end of, each of
the years in the four-year period ended December 31, 1999, and for the period
from November 3, 1995 (inception) to December 31, 1995, are derived from our
audited financial statements. The financial statements for, and as of the end

                                      -25-
<PAGE>   28
of, each of the years in the three-year period ended December 31, 1999 have been
audited by KPMG LLP, independent certified public accountants, and those
financial statements and the report thereon are included elsewhere in this Form
10-K. The data set forth below should be read in connection with, and are
qualified by reference to, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our financial statements and the
related notes included elsewhere in this Form 10-K.

<TABLE>
<CAPTION>
                                           PERIOD FROM
                                          NOVEMBER 3, 1995                         YEAR ENDED DECEMBER 31,
                                          (INCEPTION) TO       ----------------------------------------------------------------
                                         DECEMBER 31, 1995        1996             1997              1998              1999
                                         -----------------     ----------       -----------       -----------       -----------
<S>                                      <C>                   <C>              <C>               <C>               <C>
STATEMENT OF OPERATIONS DATA:
Revenues ............................        $       --        $  169,822       $ 1,044,138       $ 2,003,117       $ 5,249,358
Cost of revenues ....................                --           226,514           448,890           619,475         1,489,585
                                         -----------------     ----------       -----------       -----------       -----------
Gross profit ........................                --           (56,692)          595,248         1,383,642         3,759,773
Operating expenses:
Selling, general and administrative .           191,234           706,364         1,794,336         2,339,575         8,087,634
Amortization expense ................                --                --                --                --           581,183
Stock compensation expense ..........                --                --                --         1,133,000             7,665
                                         -----------------     ----------       -----------       -----------       -----------
Loss from operations ................          (191,234)         (763,056)       (1,199,088)       (2,088,933)       (4,916,709)
Interest income and other, net .....                 --            72,547           298,561           132,291           754,098
                                         -----------------     ----------       -----------       -----------       -----------
Loss before income taxes ............          (191,234)         (835,603)       (1,497,649)       (2,221,224)       (4,162,611)
Income tax expense ..................                --               250               250               250               250
                                         -----------------     ----------       -----------       -----------       -----------
Net loss ............................        $ (191,234)       $ (835,853)      $(1,497,899)      $(2,221,474)       (4,162,861)
                                         =================     ==========       ===========       ===========       ===========
Basic and diluted net loss per
  share(1) ..........................        $    (0.05)       $    (0.19)      $     (0.26)      $     (0.36)      $     (0.42)
                                         =================     ==========       ===========       ===========       ===========
Basic and diluted weighted average
  shares outstanding(1) .............         4,000,000         4,302,466         5,655,151         6,129,116         9,805,456
                                         =================     ==========       ===========       ===========       ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                    ------------------------------------------------------------------------------
                                      1995            1996             1997              1998             1999
                                      ----            ----             ----              ----             ----
<S>                                 <C>            <C>             <C>               <C>               <C>
BALANCE SHEET DATA:
Cash and cash equivalents .......   $     --       $  17,086       $    16,809       $   148,380       $10,108,656
Available-for-sale investments...         --              --                --                --        14,755,955
Working capital (deficit) .......     (8,735)       (481,091)       (1,339,280)         (440,754)       23,529,849
Total assets ....................     41,751         200,368           366,254           784,943        37,739,114
Long-term debt ..................         --              --                --         1,473,858                --
Stockholders' equity (deficit)...    (51,984)       (356,837)       (1,588,811)       (2,220,946)       35,086,383
</TABLE>

(1) Diluted loss per share has not been presented separately, as the outstanding
stock options, warrants and convertible debenture are anti-dilutive for each of
the periods presented. Anti-dilutive potential common shares outstanding were 0,
1,489,099, 829,545, 653,400 and 1,047,207 for the period ended December 31,
1995, and the years ended December 31, 1996, 1997,1998, and 1999 respectively.

                                      -26-
<PAGE>   29
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         The following discussion of our financial condition and results of
operations contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Our actual results and timing of certain events could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including, but not limited to, those set forth under "Risk
Factors that May Affect Future Results" and elsewhere in this Form 10-K.

OVERVIEW

         We are an Internet-based provider of business, financial and
competitive information about public companies. We derive this information
primarily from the SEC's EDGAR filing system and provide it to corporations, Web
sites and individuals on a real-time basis. We were founded in November 1995 as
Cybernet Data Systems, Inc. In January 1999, we changed our corporate name to
EDGAR Online, Inc.

         We had no revenue in 1995. Our primary activities in 1995 related to
beginning development of our proprietary systems. In January 1996, we launched
our Web site and began selling our subscription services and establishing
contractual relationships with large Web portal and business and financial
information sites to supply EDGAR content for display on these sites. We started
selling advertising banners and sponsorships on our site in February 1997. We
have a limited operating history and are still in the early stages of
development.

         We derive revenues from three primary sources: individual
subscriptions, corporate contracts and advertising. Revenue from individual
subscriptions and corporate contracts is deferred and recognized as income over
the subscription period. Revenue from advertising is recognized as the services
are provided. Individual subscriptions are typically billed in advance to
subscribers' credit cards and are collected, net of credit card transaction fees
deducted by the credit card processing institution, within one week of the sale.
Services related to corporate contracts are typically billed quarterly in
advance. Advertising revenue is paid to us by DoubleClick, net of advertising
placed and commission fees.

         In addition, a portion of our revenues is derived from barter
transactions. Barter advertising revenue is a non-cash item and relates to
advertising placed on our Web sites by other Internet companies in exchange for
our advertising placed on their Web sites. Barter advertising revenue is
recorded in the month that banners are exchanged. The amount of barter
advertising revenue and expense is recorded at the fair market value of the
services received or provided, whichever is more objectively determinable. Other
barter revenue is also non-cash and relates to corporate contract sales for
which we received computer equipment or other non-cash consideration for
services provided. The amount of such revenues are recorded at the fair market
value of the equipment or services received or services provided, whichever is
more objectively determinable. Barter expenses reflect the expense offset to
barter revenue.

         We intend to increase our operating expenses to fund increased
marketing and advertising, to enhance our
                                      -27-
<PAGE>   30
Web sites and to continue to establish relationships critical to our success.

         In May 1999, we sold 3,600,000 shares of our common stock at a price of
$9.50 per share resulting in net proceeds of approximately $30.4 million. After
the application of a portion of the proceeds as described in our prospectus, we
have invested the remaining funds in short term, interest bearing investment
grade securities.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

         Revenues

         Revenues increased 162% to $5.2 million for the year ended December 31,
1999, from $2.0 million for the year ended December 31, 1998. The growth in
revenues is primarily attributable to a $552,000 or 63%, increase in individual
subscription revenues, to $1.4 million in 1999 from $876,000 in 1998, a $805,000
or 258% increase in corporate contract revenues to $1.1 million in 1999 from
$311,000 in 1998, a $1.1 million or 234%, increase in advertising revenues to
$1.6 million in 1999 from $473,000 in 1998, and an increase of $783,000 or 229%
in barter revenues to $1.1 million in 1999 from $342,000 in 1998. The number of
individual subscriptions increased to approximately 13,000 subscriptions at
December 31, 1999 from approximately 6,000 subscriptions at December 31, 1998,
offset by a decrease in average revenue per subscriber due to a larger
percentage of new subscribers joining at our lowest subscription rate of $9.95
per month. The increase in corporate contract revenue resulted from an increase
in the number of corporate contracts in excess of $500 per month to
approximately 47 at December 31, 1999 from approximately 13 at December 31, 1998
and from the addition of corporate contracts obtained in connection with the
FreeEDGAR.com acquisition. The increase in advertising revenues is primarily due
to the purchase of FreeEDGAR.com, the increase in the number of advertisers and
ad impressions delivered, offset by a decrease in advertising rates. Revenue
increases were primarily due to increased marketing and corporate sales efforts,
which resulted in an expanded customer base of individual subscribers, a larger
number of corporate contracts and additional content distribution agreements
with other Web sites. All of these increases contributed to increased traffic on
our Web sites. The increase in barter advertising revenue is a result of
additional exchange of advertising with other Web sites, offset by the decrease
in advertising rates noted above.

         Cost of Revenues

         Cost of revenues consist primarily of fees paid to acquire the Level I
EDGAR database feed from the SEC, Web site maintenance charges and the costs
associated with our computer equipment and communications lines used in
conjunction with our Web sites. In addition, for each period, online barter
advertising expense is recorded equal to the online barter advertising revenue
for that period. Total cost of revenues increased 140% to $1.5 million for the
year ended December 31, 1999, from $619,000 for the year ended December 31,
1998. The increase in cost of revenues is primarily attributable to increases in
software and Web site maintenance and communications lines needed to handle
increased traffic. Gross margins increased to 72% for the year ended December
31, 1999 from 69% for the year ended December 31, 1998. In connection with the
preparation of the 1999 financial statements, the Company reclassified product
development expenses from cost of revenues to operating expenses in order to
better conform with industry presentation.

                                      -28-
<PAGE>   31
         Operating Expenses

         Sales and Marketing. Sales and marketing expenses consist primarily of
salaries and benefits, advertising commissions, advertising expenses, public
relations, and costs of marketing materials. Sales and marketing expenses
increased 672% to $2.8 million for the year ended December 31, 1999 from
$368,000 for the year ended December 31, 1998. As a percentage of revenues,
sales and marketing expenses increased to 54% for year ended December 31, 1999
from 18% for the year ended December 31, 1998. The increase in sales and
marketing expenses in dollar terms was due to an expansion of our sales force,
higher advertising commissions due to increased advertising volume, increased
marketing activities, including the development of our marketing materials and
expenditures to increase the EDGAR brand awareness. We expect sales and
marketing expenses to increase as we expand our marketing campaign and hire
additional sales and marketing personnel.

         General and Administrative. General and administrative expenses consist
primarily of salaries and benefits, fees for professional services, general
corporate expenses and facility expenses, including depreciation of assets.
General and administrative expenses increased 185% to $4.4 million for the year
ended December 31, 1999 from $1.5 million for the year ended December 31, 1998.
As a percentage of revenues, general and administrative expenses increased to
84% for the year ended December 31, 1999 from 77% for the year ended December
31, 1998. The increase in general and administrative expenses in dollar terms
was primarily due to increased personnel, professional service fees and general
corporate expenses necessary to support our growth. We expect that general and
administrative expenses will increase in future periods as we hire additional
personnel and incur additional costs related to the growth of our business and
our operations as a public company.

         Development. Development expenses increased 97% to $842,000 for the
year ended December 31, 1999 from $427,000 for the year ended December 31, 1998.
As a percentage of revenues, development expenses decreased to 16% for the year
ended December 31, 1999 from 21% for the year ended December 31, 1998. The
increase in development expenses in dollar terms is primarily due to the
expansion of content on our Web sites, and development of corporate products.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

         Revenues

         Revenues increased 92% to $2.0 million for the year ended December 31,
1998, from $1.0 million for the year ended December 31, 1997. The growth in
revenues is primarily attributable to a $424,000 or 94%, increase in individual
subscription revenues, to $876,000 in 1998 from $452,000 in 1997, a $93,000 or
42%, increase in corporate contract revenues to $312,000 in 1998 from $219,000
in 1997, a $306,000 or 184%, increase in advertising revenues to $473,000 in
1998 from $167,000 in 1997, and an increase of $136,000 or 66% in barter
revenues to $342,000 in 1998 from $207,000 in 1997. The number of individual
subscriptions increased to approximately 6,000 subscriptions at December 31,
1998 from approximately 2,700 subscriptions at December 31, 1997. The increase
in corporate contract revenue resulted from an increase in the number of
corporate contracts in excess of $500 per month to approximately 13 at December
31, 1998 from approximately 7 at December 31, 1997. The increase in advertising
revenues is primarily due to the increase in the number of advertisers and ads

                                      -29-
<PAGE>   32
delivered, offset by a decrease in advertising rates. Revenue increases were
primarily due to increased marketing efforts, which resulted in an expanded
customer base of individual subscribers, a larger number of corporate contracts
and additional content distribution agreements with other Web sites. All of
these increases contributed to increased traffic on our Web site. The increase
in barter advertising revenue is a result of additional exchange of advertising
with other Web sites, offset by the decrease in advertising rates.

         Cost of Revenues

         Cost of revenues consist primarily of fees paid to acquire the Level I
EDGAR database feed from the SEC, Web site maintenance charges and the costs
associated with our computer equipment and communications lines used in
conjunction with our Web sites. In addition, for each period, online barter
advertising expense is recorded equal to the online barter advertising revenue
for that period. Total cost of revenues increased 38% to $619,000 for the year
ended December 31, 1998, from $449,000 for the year ended December 31, 1997. The
increase in cost of revenues is primarily attributable to increases in software
and Web site maintenance and communications lines needed to handle increased
traffic. Gross margins increased to 69% for the year ended December 31, 1998
from 57% for the year ended December 31, 1997.

         Operating Expenses

         Selling and Marketing. Sales and marketing expenses consist primarily
of salaries and benefits, advertising commissions, advertising expenses, public
relations, and costs of marketing materials. Sales and marketing expenses
increased 120% to $368,000 for the year ended December 31, 1998 from $167,000
for the year ended December 31, 1997. As a percentage of revenues, sales and
marketing expenses increased to 18% for year ended December 31, 1998 from 16%
for the year ended December 31, 1997. The increase in sales and marketing
expenses in dollar terms was due to an expansion of our sales force, higher
advertising commissions due to increased advertising volume, increased marketing
activities, including the development of our marketing materials and
expenditures to increase the EDGAR brand awareness.

         General and Administrative. General and administrative expenses consist
primarily of salaries and benefits, fees for professional services, general
corporate expenses and facility expenses, including depreciation of assets.
General and administrative expenses increased 30% to $1.5 million for the year
ended December 31, 1998 from $1.2 million for the year ended December 31, 1997.
As a percentage of revenues, general and administrative expenses decreased to
77% for the year ended December 31, 1998 from 114% for the year ended December
31, 1997. The increase in general and administrative expenses in dollar terms
was primarily due to increased personnel, professional service fees and general
corporate expenses necessary to support our growth.

         Development. Development expenses decreased 2% to $427,000 for the year
ended December 31, 1998 from $434,000 for the year ended December 31, 1997. As a
percentage of revenues, development expenses decreased to 21% for the year ended
December 31, 1998 from 42% for the year ended December 31, 1997.

                                      -30-
<PAGE>   33
SELECTED QUARTERLY REVENUE RESULTS

         The following table sets forth unaudited revenue results for each of
our last eight fiscal quarters. In the opinion of management, this unaudited
quarterly information has been prepared on a basis consistent with our audited
consolidated financial statements and includes all adjustments (consisting of
normal and recurring adjustments) that management considers necessary for a fair
presentation of the data. These quarterly revenue results are not necessarily
indicative of future quarterly patterns or revenue results. This information
should be read in conjunction with our financial statements and the related
notes included elsewhere in this Form 10-K.

                               THREE MONTHS ENDED

<TABLE>
<CAPTION>
                             MARCH 31,     JUNE 30,    SEPT. 30,    DEC. 31,     MAR. 31,      JUNE 30     SEPT. 30      DEC. 31
                               1998          1998         1998        1998         1999          1999        1999          1999
                               ----          ----         ----        ----         ----          ----        ----          ----
<S>                          <C>           <C>         <C>          <C>          <C>         <C>          <C>          <C>
REVENUE SOURCES:
Individual
 subscriptions ..........    $184,345      $216,017     $245,963    $248,626     $273,603    $  331,314   $  387,083   $  435,834
Corporate contracts .....      24,972        74,436       77,171     116,325      151,844       159,503      271,652      533,359
Advertising .............      80,118       122,133      118,932     151,739       83,734       269,846      481,420      744,446
Barter advertising ......      82,626        66,652       50,224      63,937       96,775       242,875      346,350      297,611
Other barter ............      12,500        18,750       18,750      29,000       35,501        34,500       32,999       39,109
                             --------      --------     --------    --------     --------    ----------   ----------   ----------
   Total ................    $384,461      $497,988     $511,040    $609,627     $641,457    $1,038,038   $1,519,504   $2,050,359
                             ========      ========     ========    ========     ========    ==========   ==========   ==========
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

         In May 1999 we completed an IPO of 3,600,000 shares of our common stock
resulting in net proceeds of approximately $30.4 million.

         Net cash used in operating activities was $4.0 million and $867,000 for
the years ended December 31, 1999 and 1998, respectively. We have historically
financed these activities through private debt placements and the sale of equity
instruments to investors. Net cash provided by financing activities was $31.0
million for the year ended December 31, 1999.

         Capital expenditures, primarily for computers, office and
communications equipment, totaled $1.0 million for the year ended December 31,
1999 and $78,000 for the year ended December 31, 1998. The purchases were
required to support our expansion and increased infrastructure.

         At December 31, 1999, we had cash and cash equivalents on hand of $10.1
million and available-for-sale investments and marketable securities of $14.8
million. We believe that our existing capital resources and cash generated from
operations, will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the next 12 months. Thereafter, if
cash generated from operations is insufficient to satisfy our liquidity
requirements, we may need to raise additional funds through public or private
financings, strategic relationships or other

                                      -31-
<PAGE>   34
arrangements. There can be no assurance that such additional funding, if needed,
will be available on terms attractive to us, or at all. The failure to raise
capital when needed could materially adversely affect our business, results of
operations and financial condition. If additional funds are raised through the
issuance of equity securities, the percentage ownership of our then-current
stockholders would be reduced.

YEAR 2000 ISSUE

We did not experience any significant problems as a result of the Year 2000. At
January 1, 2000, our proprietary software, information technology ("IT") systems
and non-IT systems recognized the 2000 date and processed information related to
the operation of our Web sites and provided the value-added services to our
customers. We also have not experienced any problems related to our suppliers or
other parties on whom we rely in managing our Web sites or providing the
value-added services to our customers.


ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                           Interest Rate Fluctuations

         We are exposed to market risk primarily through investments in
available-for-sale investments. Our policy calls for investment in short-term
low risk investments. As of December 31, 1999, available-for-sale investments
were $14.8 million. Due to the short-term maturity of these investments,
any decrease in interest rates would not have a material effect on our financial
statements.


                           Currency Rate Fluctuations

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


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements required by this Item 8 are set forth in Item
14 of this Form 10-K. All information which has been omitted is either
inapplicable or not required.

                                      -32-
<PAGE>   35
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         During fiscal year 1999 there were no changes in or disagreements with
our independent accountant on accounting or financial disclosure.

                                      -33-
<PAGE>   36
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         As of March 20, 2000, the directors and executive officers of EDGAR
Online, Inc. were as follows:

<TABLE>
<CAPTION>
NAME                                        AGE               POSITION
----                                        ---               --------
<S>                                         <C>      <C>
Susan Strausberg (1) ..................      60      Chief Executive Officer, Secretary and Director

Marc Strausberg (1) ...................      65      Chairman of the Board, Chief Information Officer and
                                                     Director
Tom Vos (1) ...........................      52      President, Chief Operating Officer and Director

Greg D. Adams .........................      38      Chief Financial Officer

Brian Fitzpatrick .....................      43      Vice President of Corporate Sales

Jay Sears .............................      33      Vice President of Marketing and Business Development

David Trenck ..........................      26      Vice President of Operation

Celine Duffy ..........................      34      Vice President of Internet Marketing

Marc H. Bell (2) (3) ..................      31      Director

Bruce Bezpa (3) .......................      43      Director

Stefan Chopin (2) .....................      40      Director and Chief Technology Consultant

Mark Maged (2) ........................      65      Director
</TABLE>

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

(1)      Member of the Outside Directors Compensation Committee.

(2)      Member of the Compensation Committee.

(3)      Member of the Audit Committee.

         Susan Strausberg, a co-founder of EDGAR Online, has served as Chief
Executive Officer and Secretary since EDGAR Online was formed in November 1995.
From December 1994 until the formation of EDGAR Online, Ms. Strausberg was a
consultant to Internet Financial Network. In her capacity as Chief Executive
Officer, Ms. Strausberg oversees strategic planning and development and is
responsible for the production of the EDGAR Online Web site. Ms. Strausberg has
served on the Board of Directors of RKO Pictures since December 1998. Ms.
Strausberg, the wife of Mr. Strausberg, EDGAR Online's Chairman, has a B.A.
degree from Sarah Lawrence College.

                                      -34-
<PAGE>   37
         Marc Strausberg, a co-founder of EDGAR Online, has served as Chairman
of the Board of Directors and President since EDGAR Online was formed in
November 1995. Mr. Strausberg resigned as President upon the election of Tom Vos
to this position in March 1999. In December 1994, Mr. Strausberg co-founded
Internet Financial Network, a financial information vendor and served as IFN's
co-chairman until founding EDGAR Online. From 1992 to 1994, Mr. Strausberg was
the publisher of the Livermore Report, a newsletter that focused on the
valuation of initial public offerings. From August 1987 to December 1994, Mr.
Strausberg served as Chairman and President of Sindex Inc., which provided
computer-based trading operations to individuals, hedge funds and brokerage
firms. Mr. Strausberg oversees product development for EDGAR Online. Mr.
Strausberg, the husband of Ms. Strausberg, EDGAR Online's Chief Executive
Officer, has a B.A. degree from Muhlenberg College.

         Tom Vos joined EDGAR Online as a Director in August 1996 and was
elected Chief Operating Officer in March 1998. Mr. Vos was elected President in
March 1999. Mr. Vos is responsible for EDGAR Online's day-to-day operations.
From September 1986 until March 1998, Mr. Vos was Vice President of Marketing at
Bowne & Co., Inc. In that capacity, Mr. Vos was responsible for strategic
planning, acquisitions and new product development. While at Bowne, Mr. Vos was
also responsible for advertising and public relations and for the development of
both Bowne's Web site and its EDGAR services department. Mr. Vos has a B.S.
degree in Physics from Notre Dame University, an M.S. degree in Electrical
Engineering from Ohio State University and an M.B.A. degree from Pace
University.

         Greg D. Adams joined EDGAR Online as Chief Financial Officer in March
1999. Mr. Adams is a Certified Public Accountant with diversified business
experience in both the public and private sectors. From November 1997 to March
1999, Mr. Adams served as the Senior Vice President -- Finance and
Administration of PRT Group Inc., a technology solutions and services company.
Mr. Adams served as Chief Financial Officer of PRT Group Inc. from May 1996 to
October 1997. From June 1994 to May 1996, Mr. Adams was the Chief Financial
Officer of the Blenheim Group Inc., a publicly held UK information technology
exposition and conference management company. From August 1983 to June 1994, Mr.
Adams served as Senior Manager in the areas of audit and business advisory
services with KPMG Peat Marwick. He is a member of the New York State Society of
Certified Public Accountants and the American Institute of Certified Public
Accountants. Mr. Adams has a B.B.A. degree in Accounting from the College of
William & Mary.

         Brian Fitzpatrick joined EDGAR Online as Vice President of Corporate
Sales in March 1999. From August 1998 to March 1999, he was Regional Vice
President, Sales and Marketing for Iverson Financial Systems, Inc., a business
information provider, and from April 1993 to August 1998, he was Vice President,
Sales and Marketing of Newsware, Inc, a financial news service. From August 1991
to March 1993 he was the National Accounts Manager of Desktop Data, a real-time
news and information filtering business. From 1986 to 1991, he was Key Accounts
Manager of Walsh Greenwood Information Systems, a provider of PC-based
intelligent market data systems for the financial services industry. Mr.
Fitzpatrick has a B.A. degree from Boston University.

         Jay Sears joined EDGAR Online as Vice President of Marketing and
Business Development in May 1997. Mr. Sears is responsible for strategic
alliances, content syndication, content sales, advertising sales, membership and
direct marketing, public relations and general marketing for EDGAR Online. From
September 1995 to April 1997, Mr. Sears was Vice President of Marketing for
Wolff New Media, a publisher of Internet and printed guides to the Internet.
From July 1991 to August 1995, Mr. Sears was a Senior Account Supervisor at
Creamer Dickson

                                      -35-
<PAGE>   38
Basford, an international marketing, communications and public relations firm.
Mr. Sears has a B.A. degree from Kenyon College.

         David Trenck joined EDGAR Online in December 1995 as its first employee
and was responsible for data entry and customer support. In May 1998, he became
Vice President of Operations. Mr. Trenck is in charge of product implementation
and liaison with iXL, EDGAR Online's primary service offering developer.

         Celine Duffy joined EDGAR Online as the Director of Member Acquisition
in October 1998, and was promoted to Vice President of Internet Marketing in
November 1999. She is responsible for building and retaining the retail
subscriber base for EDGAR Online. Prior to joining EDGAR Online, Ms. Duffy was
the Manager of Special Projects for the flagship club of the Book of the Month
Club division of Time, Inc. From 1995 to 1996, she was the Director of Marketing
for Equinox Fitness, a health and fitness company with multiple locations in New
York City and Westchester County. From 1989 to 1995, Ms. Duffy held a variety of
positions at CUC International (now Cendant), a leading direct marketer of
membership services. Ms. Duffy has a B.A. from the University of Connecticut.

         Marc H. Bell joined EDGAR Online as a member of the Board of Directors
in August 1998. Mr. Bell has been the President and Chief Executive Officer of
Globix Corporation since its inception in 1989. Mr. Bell has a B.S. degree from
Babson College and an M.S. degree from New York University.

         Bruce Bezpa joined EDGAR Online as a member of the Board of Directors
in March 1999. He has worked for Bowne & Co., Inc., a leading financial printer
and provider of Internet, localization and outsourcing services, for 15 years in
various capacities including as Vice President-Strategic Development (since July
1996), Director-Mutual Funds Services from August 1994 to June 1996 and
Director-Marketing from April 1989 to July 1994. Mr. Bezpa holds B.A. and M.B.A.
degrees from Rutgers University.

         Stefan Chopin joined EDGAR Online as a member of the Board of Directors
in 1996. As the Chief Technology Consultant to EDGAR Online, Mr. Chopin is
responsible for software interface development and systems integration and
maintenance. Mr. Chopin is the founder and President of Pequot Systems, a
software development and consulting firm. In October 1998, Pequot was acquired
by iXL Enterprises, Inc. and began operating as iXL Financial Services. Prior to
founding Pequot. Systems in November 1995, Mr. Chopin served as the Vice
President of Engineering for Micrognosis, Inc., a leading provider of trading
room systems.

         Mark Maged joined EDGAR Online as a member of the Board of Directors in
March 1999. He has been Chairman since 1995 and Chief Executive Officer since
January 1997, of Internet Tradeline, Inc., an operator of electronic shopping
malls on the Internet. During the eight years prior to becoming Chief Executive
Officer of Internet Tradeline, Mr. Maged, either individually or as Chairman of
MJM Associates, LLC, engaged in various private investment banking activities in
the United States and internationally. From 1975 through 1983, he served as
President and Chief Executive Officer of Schroder's Incorporated, which operated
banking, investment banking and investment management businesses as the United
States arm of Schroders PLC, an international merchant bank. He is currently a
member of the Board of Directors of Commodore Holdings Limited. He holds a
bachelor's degree from the City College of New York and both a master's degree
and a law degree from Harvard University.

                                      -36-
<PAGE>   39
ITEM 11.  EXECUTIVE COMPENSATION

         The following table sets forth the total compensation paid or accrued
for the fiscal years ended December 31, 1999 and 1998 by our Chief Executive
Officer and our five most highly compensated executive officers (other than our
Chief Executive Officer) (collectively, the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  ANNUAL                           LONG-TERM
                                                                               COMPENSATION                       COMPENSATION
                                                               -------------------------------------------        ------------
                                                                                                                   SECURITIES
                                                                                                                   UNDERLYING
NAME AND PRINCIPAL POSITION                       YEAR          SALARY             BONUS             OTHER         OPTIONS (#)
---------------------------                       ----          ------             -----             -----         -----------
<S>                                               <C>          <C>               <C>                 <C>          <C>
Susan Strausberg...........................       1999         $150,000          $70,000 (4)           ---
  Chief Executive Officer                         1998         $150,000(1)       ---                   ---           ---

Marc Strausberg............................       1999         $150,000          $70,000 (4)           ---
  Chairman and Chief Information                  1998         $150,000(1)       ---                   ---           ---
  Officer (2)

Tom Vos....................................       1999         $125,000          $70,000 (4)           ---           100,000
 President and Chief Operating                    1998         $ 93,750(3)       ---                   ---           200,000
 Officer

Greg Adams.................................       1999         $ 93,269(5)       $62,500            $ 3,254          125,000
 Chief Financial Officer

Brian Fitzpatrick..........................       1999         $ 91,346         $100,000               ---            60,000
 Vice President of
 Corporate Sales

Jay Sears..................................       1999         $115,096          $70,000            $11,760           25,000
 Senior Vice President of Marketing               1998         $ 97,400          $10,000                ---           65,000
 and Business Development
</TABLE>


(1)      In 1998, $92,788 of this amount was deferred and not paid.

                                      -37-
<PAGE>   40
(2)      Mr. Strausberg served as President during 1998.

(3)      Mr. Vos joined EDGAR Online as Chief Operating Officer on March 31,
         1998 and earns salary at the rate of $125,000 per annum. He was elected
         by the Board of Directors to the additional position of President in
         March 1999.

(4)      These bonuses have been awarded as deferred compensation.

(5)      Mr. Adams joined EDGAR Online as Chief Financial Officer in May 1999
         and earns salary at the rate of $125,000 per annum.

OPTION GRANTS IN LAST FISCAL YEAR

     The following table sets forth certain information regarding stock options
granted to the Named Executive Officers during 1999. We have never granted any
stock appreciation rights.


<TABLE>
<CAPTION>
                                      INDIVIDUAL GRANTS (1)
                                 --------------------------------                                            POTENTIAL REALIZABLE
                                   NUMBER OF       PERCENT OF                                                 VALUE AT ASSUMED
                                  SECURITIES      TOTAL OPTIONS                                            ANNUAL RATES OF STOCK
                                  UNDERLYING        GRANTED TO        EXERCISE                             PRICE APPRECIATION FOR
                                    OPTIONS        EMPLOYEES IN      PRICE PER       EXPIRATION                OPTION TERM (3)
                                                                                                           -----------------------
NAME                                GRANTED          1999 (2)        SHARE ($)          DATE                  5%             10%
----                                -------          --------        ---------          ----                  --             ---
<S>                               <C>             <C>                <C>            <C>                    <C>          <C>
Susan Strausberg...............        -                -                -                -                -            -

Marc Strausberg................        -                -                -                -                -            -

Tom Vos........................     100,000           16.76%           $4.50        March 25, 2009         $751,310     $1,462,885

Greg Adams.....................     109,000           18.26%           $4.50        March 25, 2009         $818,928     $1,594,545

                                     16,000            2.68%           $9.50        May 25, 2009           $40,210      $154,062

Brian Fitzpatrick..............      60,000           10.05%           $4.00        March 25, 2009         $200,327     $378,221

Jay Sears......................      25,000            4.19%           $4.50        March 25, 2009         $450,786     $877,731
</TABLE>

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

(1)      Each option represents the right to purchase one share of common stock.
         The options shown in this table were all granted under our 1996 Stock
         Option Plan, except for the 16,000 options granted to Greg Adams, which
         were granted under our 1999 Stock Option Plan.

(2)      In the year ended December 31, 1999, we granted options to employees to
         purchase an aggregate of 596,790 shares of common stock.



                                      -38-
<PAGE>   41
(3)      Amounts represent hypothetical gains that could be achieved for the
         respective options if exercised at the end of the option term. The 5%
         and 10% assumed annual rates of compounded stock price appreciation are
         mandated by the rules of the SEC and do not represent our estimate or
         projection of future common stock price growth. These amounts represent
         certain assumed rates of appreciation in the value of our common stock
         from the fair market value on the date of grant. Actual gains, if any,
         on stock option exercises are dependent on the future performance of
         the common stock and overall stock market conditions. The amounts
         reflected in the table may not necessarily be achieved.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

         The following table sets forth information concerning the exercise of
stock options during the fiscal year ended December 31, 1999 by each of the
Named Executive Officers and the fiscal year-end value of unexercised options.
No options were exercised by any of the Named Executive Officers during this
period.

<TABLE>
<CAPTION>
                                                       NUMBER OF
                                                 SECURITIES UNDERLYING                        VALUE OF UNEXERCISED
                                                 UNEXERCISED OPTIONS AT                      IN-THE-MONEY OPTIONS AT
                                                    DECEMBER 31, 1999                          DECEMBER 31, 1999 (1)
NAME                                         EXERCISABLE         UNEXERCISABLE           EXERCISABLE           UNEXERCISABLE
----                                         -----------         -------------           -----------           -------------
<S>                                          <C>                 <C>                     <C>                  <C>
Susan Strausberg..................           --                  --                      --                   --

Marc Strausberg...................           --                  --                      --                   --

Tom Vos............................          200,000             100,000                 $1,425,000           $287,500

Greg Adams.........................          --                  125,000                 --                   $313,375

Brian Fitzpatrick.................           --                  60,000                  --                   $202,500

Jay Sears..........................          65,000              25,000                  $463,125             $71,875
</TABLE>

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

(1)      The fair market value of the common stock as of December 31, 1999 was
         $7.375.

EMPLOYMENT AGREEMENTS

         We entered into a five year amended and restated employment agreement
dated as of May 6, 1999 with Susan Strausberg. The agreement extends
automatically for an additional year at the end of the initial term and each
anniversary thereafter unless 30-day prior notice of termination is provided by
either Ms.

                                      -39-
<PAGE>   42
Strausberg or EDGAR Online. The agreement provides for an annual salary of
$150,000, and an annual bonus at the discretion of the Board. In the event there
is a change of control (as defined in the agreement) and Ms. Strausberg's
employment is terminated (either by her or the employer) within one year
thereafter, Ms. Strausberg will receive a severance benefit equal to the product
of 2.99 times the sum of (1) her then applicable annual base salary and (2) the
average of her last two annual cash bonuses. Additionally, the agreement
contains non-compete and non-solicitation provisions effective during the term
of her employment and for one year thereafter.

         We entered into a five year amended and restated employment agreement
dated as of May 6, 1999 with Marc Strausberg. The agreement extends
automatically for an additional year at the end of the initial term and each
anniversary thereafter unless 30-day prior notice of termination is provided by
either Mr. Strausberg or EDGAR Online. The agreement provides for an annual
salary of $150,000, and an annual bonus at the discretion of the Board. In the
event there is a change of control (as defined in the agreement) and Mr.
Strausberg's employment is terminated (either by him or the employer) within one
year thereafter, Mr. Strausberg will receive a severance benefit equal to the
product of 2.99 times the sum of (1) his then applicable annual base salary and
(2) the average of his last two annual cash bonuses. Additionally, the agreement
contains non-compete and non-solicitation provisions effective during the term
of his employment and for one year thereafter.

         We have entered into a two year employment agreement dated April 23,
1999 with Tom Vos to serve as President and Chief Operating Officer. The
agreement extends automatically for an additional year at the end of the initial
term and each anniversary thereafter unless 30-day prior notice of termination
is provided by either Mr. Vos or EDGAR Online. The agreement provides Mr. Vos
with an annual salary of $125,000 and an annual bonus at the discretion of the
Board. In addition, if Mr. Vos remains employed by us at the end of the initial
term, he will be entitled to receive a retention bonus equal to two years of his
then applicable base salary, plus the average of his last two annual cash
bonuses. Mr. Vos will also receive a severance payment identical to the
retention bonus described above in the event there is a change of control (as
defined in the agreement) and Mr. Vos' employment is terminated (either by him
or the employer) within one year thereafter. Additionally, the agreement
contains a non-compete and non-solicitation provision effective during the term
of his employment and for one year thereafter.

         We have entered into a three year amended and restated employment
agreement dated May 3, 1999 with Greg Adams to serve as Chief Financial Officer.
The agreement extends automatically for an additional year at the end of the
initial term and each anniversary thereafter unless 30-day prior notice of
termination is provided by either Mr. Adams or EDGAR Online. The agreement
provides Mr. Adams with (1) an annual salary of $125,000, (2) an annual bonus at
the discretion of the Board, provided that Mr. Adams will be entitled to a
minimum bonus of $62,500 for the first year of his employment and (3) a $500
monthly car allowance. Mr. Adams also received options to purchase (a)
109,000 shares of common stock at an exercise price of $4.50 per share, which
will vest 25% in year one and 75% in year two and (b) 16,000 shares of common
stock at the initial public offering price per share, which will vest equally
over a three-year period. In addition, the agreement contains a severance
arrangement whereby Mr. Adams is entitled to receive a payment determined as
follows in the event he is terminated without cause: (a) six months salary if
the termination occurs within the first six months of his employment, (b) twelve
months salary if the termination occurs between the seventh and eighteenth month
of his employment and (c) eighteen months salary if the termination occurs at
anytime following the eighteenth month of his employment. Additionally, the
agreement

                                      -40-
<PAGE>   43
contains a non-compete and non-solicitation provision effective during the term
of his employment and for one year thereafter.

         We have entered into a three year employment agreement dated March 11,
1999 with Brian Fitzpatrick to serve as Vice President of Corporate Sales. The
agreement provides Mr. Fitzpatrick with (1) an annual salary of $125,000 and (2)
an annual bonus at the discretion of the Board, provided that Mr. Fitzpatrick
will be entitled to a minimum annual bonuses of (a) $100,000 for 1999, (b)
$125,000 for 2000 and (c) $150,000 for 2001. Mr. Fitzpatrick received a signing
bonus of $85,000 when he joined us. Mr. Fitzpatrick also received options to
purchase 60,000 shares of common stock at an exercise price of $4.00 per share,
which will vest equally over a three-year period. Additionally, the agreement
contains a non-compete and non-solicitation provision effective during the term
of his employment and for nine months thereafter in the case of the non-compete
provision and one year thereafter in the case of the non solicitation provision.

         We have entered into an employment agreement dated May 19, 1997 with
Jay Sears, which may be terminated by either party upon 30-days prior notice.
The agreement provides Mr. Sears with an annual salary of $80,000 and an annual
bonus at the discretion of the Board. Mr. Sears' annual salary was increased to
$100,000 effective August 1998. If Mr. Sears' employment is terminated without
cause, we will pay him six months of his total annual compensation.
Additionally, the agreement contains non-compete and non-solicitation provisions
effective during the term of his employment and for six months thereafter in the
case of the non-compete provision and one year thereafter in the case of the
non-solicitation provision.

STOCK OPTION PLANS

         EDGAR Online's currently active stock option plans include our 1996
Stock Option Plan, 1999 Stock Option Plan and 1999 Outside Directors Stock
Option Plan. Each of the plans, except for the 1999 Outside Directors Stock
Option Plan, provide for:

         -        the grant of incentive stock options and non-qualified stock
                  options; and

         -        the current administration of the plans by the Compensation
                  Committee.

         The exercise price of options granted under each plan are determined by
the Compensation Committee, except that the exercise price of incentive stock
options must be at least as equal to the fair market value of EDGAR Online's
common stock on the date of grant. Each of the plans authorizes the Board to
provide for option vesting to accelerate and become fully vested in the event of
certain significant corporate transactions if the options are not assumed or
substituted by a successor corporation.

         The 1996 Stock Option Plan (the "1996 Plan"), which provides for the
granting of options to purchase up to an aggregate of 800,000 shares of our
authorized but unissued common stock (subject to adjustment in certain cases,
including stock splits, recapitalization and reorganizations) to our officers,
directors, employees and consultants, was ratified and confirmed in November
1998. The 1999 Stock Option Plan (the "1999 Plan"), which provides for the
granting of options to purchase up to an aggregate of 600,000 shares of our
authorized but unissued common stock (subject to adjustment in certain cases,
including stock splits, recapitalization and reorganizations) to our officers,
directors, employees and consultants, was adopted in March 1999. The 1996 and
1999 Stock Option Plans are intended as an incentive to encourage stock

                                      -41-
<PAGE>   44
ownership by officers and certain of our other employees in order to increase
their proprietary interest in our continued growth and success and to encourage
such employees to remain in the employ of EDGAR Online.

         No incentive stock option may be granted to an individual who, at the
time the option is granted, owns, directly or indirectly, stock possessing more
than 10% of the total combined voting power of all classes of our common stock,
unless (1) such option has an exercise price of at least 110% of the fair market
value of the common stock on the date of the grant of such option and (2) such
option cannot be exercised more than five years after the date it is granted.

         Under the 1999 Outside Directors Stock Option Plan, there are up to
100,000 shares authorized for issuance. Each new non-employee director will be
granted, at the time of his or her appointment and on each third anniversary
thereafter, a nonstatutory option to purchase 7,500 shares of common stock. The
exercise price of each of these options will be equal to the fair market value
of our common stock on the date of grant. These options will vest equally over a
three-year period. Under the 1999 Outside Directors Stock Option Plan, our
existing non-employee directors will not be eligible for options grants until
the date of our annual stockholders' meeting to be held in 2002.

         As of March 20, 2000, 800,000 options were authorized under the 1996
Plan and options to purchase 768,500 shares were outstanding and 21,500 options
were available for future grants. As of March 20, 2000 600,000 options were
authorized under the 1999 Plan, options to purchase 409,000 shares were
outstanding and 191,000 options were available for future grants. As of March
20, 2000, 100,000 options were authorized under the 1999 Outside Directors Stock
Option Plan, no options to purchase shares had been granted and 100,000 options
were available for future grants. As of March 20, 2000, 48,900 options were
authorized under the FreeEDGAR Stock Option Plan and 28,852 shares were
available for future grant under the FreeEDGAR Stock Option Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         No interlocking relationships exist between any members of EDGAR
Online's Board of Directors or Compensation Committee and the board of directors
or compensation committee of any other company, nor has any such interlocking
relationship existed in the past. The Company has business and financial
relationships with Globix Corporation and iXL Enterprises, Inc. Marc Bell is the
President and Chief Executive Officer of Globix Corporation. Stefan Chopin is a
Vice President of iXL Enterprises, Inc. Our relationships with Globix and iXL
are described below.

Globix

         In July 1998, we issued a 10% convertible debenture in the principal
amount of $1,000,000 to Globix Corporation along with warrants to purchase
666,667 shares of common stock at an exercise price of $1.50 per share. The
terms of the transaction were determined as the result of arm's length
bargaining between the parties. As part of this transaction, our agreement with
Bowne was amended to modify certain of Bowne's rights and to include Globix as a
party, thereby providing Globix with the same anti-dilution rights, tag-along
rights and Board participation rights as Bowne. In May 1999, Globix converted
its debenture and exercised its warrants, thereby acquiring 1,336,667 shares of
our common stock. In July 1998, we also entered into a five-year hosting
contract with Globix that requires us to co-locate our Internet servers at the
Globix facility in New York City. During 1999 and 1998, we paid Globix a total
of $546,111 and $6,513, respectively under

                                      -42-
<PAGE>   45
this contract. We believe that the terms of our agreements with Globix are
beneficial to EDGAR Online and no less favorable to EDGAR Online than terms
which might be available to us from unaffiliated third parties.

Pequot Systems (iXL)

         EDGAR Online and Pequot Systems ("Pequot") shared equally the costs of
a single lease on 6,600 square feet of space. We occupy half of this space and
were jointly obligated with Pequot on the lease. This arrangement with Pequot
ended in June 1999, when we entered into a separate lease for our facilities in
Norwalk, Connecticut. Since our inception, we have outsourced our technology
development to Pequot. During 1995, in partial payment for services rendered,
Pequot received warrants to purchase shares of common stock at an exercise price
of $.05 per share. The warrants were exercised in May 1997. In March 1998,
Pequot agreed to accept shares of our common stock valued at $1.25 per share in
partial payment for services rendered. As a result of these two transactions,
Pequot received 359,384 shares of common stock. In 1999 and 1998, we paid Pequot
a total of $989,368 and $610,073, respectively, for services provided. As a
result of the acquisition of Pequot by iXL, an unrelated company, in 1998, the
shares owned by Pequot were transferred to Pequot's founders, including Stefan
Chopin, the founder and President of Pequot. Mr. Chopin has been a member of our
Board of Directors since 1996. We believe that the terms of our agreements with
Pequot are beneficial to EDGAR Online and no less favorable to EDGAR Online than
terms which might be available to us from unaffiliated third parties.

DIRECTOR COMPENSATION

         No cash compensation has ever been paid to any of the directors of
EDGAR Online for service in such capacity. However, directors are currently
eligible to receive stock options every three years under EDGAR Online's 1999
Stock Option Plan. In March 1999, each of our non-employee directors was granted
options to purchase 10,000 shares of common stock at an exercise price of $4.50
per share. Non-employee directors of EDGAR Online will be eligible to receive
non-discretionary, automatic grants of options to purchase common stock as part
of our 1999 Outside Directors Stock Option Plan.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of March 20, 2000 by (1) each of our
directors, including our Chief Executive Officer, (2) our five most highly
compensated executive officers, other than our Chief Executive Officer, who were
serving as executive officers at the end of 1999, (3) all our executive officers
and directors as a group and (4) each person who we know owns beneficially more
than 5% of our common stock. Unless otherwise indicated, the address of each
beneficial owner listed below is c/o EDGAR Online, Inc., 50 Washington Street,
Norwalk, CT 06854.

                                      -43-
<PAGE>   46
<TABLE>
<CAPTION>
                                                            NUMBER                            PERCENT
                                                              OF                                OF
NAME OF BENEFICIAL OWNER                                  SHARES (1)                           CLASS
------------------------                                  ----------                           -----
<S>                                                      <C>                                <C>
Executive Officers and Directors:
         Susan Strausberg (2)...................          3,312,000                           26.58%
         Marc Strausberg (3)....................          3,312,000                           26.58%
         Tom Vos (4)............................            290,000                            2.28%
         Greg Adams (5) ........................             54,500                             *
         Brian Fitzpatrick (6) .................             40,000                             *
         Jay Sears (7)..........................             80,000                             *
         Stefan Chopin (8)(9)...................            342,717                            2.75%
           c/o iXL Enterprises, Inc.
           50 Washington Street
           Norwalk, CT 06854

         Bruce Bezpa(9).........................              3,333                              *                        0
           405 Patton Avenue
           Piscataway, NJ 08854

         Marc Bell(9)(10).......................          1,340,000                           10.75%
           c/o Globix Corporation
           295 Lafayette Street
           New York, NY 10012 (9)

         Mark Maged (9).........................              3,333                             *
           c/o Internet Tradeline, Inc.
           111 West 40th Street
           New York, NY 10018

         All executive officers and directors             5,521,883                           42.70%
          as a group (12 persons) ..............

Other 5% Stockholders:

         Globix Corporation.....................          1,336,667                           10.73%
           295 Lafayette Street
           New York, NY 10012
</TABLE>

                                      -44-
<PAGE>   47
<TABLE>
<CAPTION>
<S>                                                      <C>                                  <C>
         Bowne & Co., Inc.......................          1,000,000                            8.03%
           345 Hudson Street
           New York, NY 10014

         Track Data Corporation.................           810,572                             6.51%
           56 Pine Street
           New York, NY 10005
</TABLE>

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

* Represents beneficial ownership of less than 1%.

(1)      Shares of common stock subject to options currently exercisable or
         exercisable within 60 days of March 20, 2000 are deemed outstanding for
         the purpose of computing the percentage ownership of the person holding
         such options but are not deemed outstanding for computing the
         percentage ownership of any other person. Unless otherwise indicated
         below, the persons and entities named in this table have sole voting
         and sole investment power with respect to all shares beneficially
         owned, subject to community property laws where applicable.

(2)      Includes 156,000 shares owned by Ms. Strausberg's husband, Marc
         Strausberg, EDGAR Online's Chairman of the Board and 3,000,000 shares
         owned by TheBean LLC. Ms. Strausberg is a managing member of TheBean
         LLC and as such she may be deemed to be the beneficial owner of all the
         shares held by TheBean LLC. Ms. Strausberg disclaims beneficial
         ownership of the shares owned by her husband.

(3)      Includes 156,000 owned by Mr. Strausberg's wife, Susan Strausberg,
         EDGAR Online's Chief Executive Officer and 3,000,000 shares owned by
         TheBean LLC. Mr. Strausberg is a managing member of TheBean LLC and as
         such he may be deemed to be the beneficial owner of all the shares held
         by TheBean LLC. Mr. Strausberg disclaims beneficial ownership of the
         shares owned by his wife.

(4)      Includes 250,000 shares issuable upon exercise of options exercisable
         within 60 days of March 20, 2000.

(5)      Includes 54,500 shares issuable upon exercise of options exercisable
         within 60 days of March 20, 2000.

(6)      Includes 20,000 shares issuable upon exercise of options exercisable
         within 60 days of March 20, 2000.

(7)      Includes 80,000 shares issuable upon exercise of options exercisable
         within 60 days of March 20, 2000.

(8)      Includes shares owned jointly with Barbara Chopin, his wife.

(9)      Includes 3,333 shares issuable upon exercise of options exercisable
         within 60 days of March 20, 2000.

(10)     Includes 1,336,667 shares owned by Globix Corporation. Mr. Bell is the
         President and Chief Executive Officer of Globix Corporation. In such
         capacities, Mr. Bell may be deemed to be the beneficial owner of such
         shares, although he disclaims beneficial ownership except to the extent
         of his pecuniary interest, if any.

                                      -45-
<PAGE>   48
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Bowne & Co., Inc.

         In 1997, we borrowed $500,000 pursuant to a line-of-credit extended to
us by Bowne & Co., Inc. These loans were evidenced by promissory notes which
were originally due on December 30, 1997, each at an interest rate of 12% prior
to the maturity date and 18% thereafter. EDGAR Online and Bowne have
subsequently agreed to two extensions on the repayment of these notes, which
were due on February 28, 2000. These loans were guaranteed by Marc Strausberg.
The principal and accrued interest on the loans were repaid to Bowne on May 31,
1999 with a portion of the proceeds of our IPO.

         EDGAR Online sells certain EDGAR content to Bowne and provides Bowne
with EDGAR Online services in its offices. Bowne also pays EDGAR Online for
advertising it places on the EDGAR Online Web site. In 1999, EDGAR Online
charged Bowne a total of $ 98,000 for these services. We believe that the terms
of our agreements with Bowne are beneficial to EDGAR Online and no less
favorable to EDGAR Online than terms which might be available to us from
unaffiliated third parties.

Globix Corporation

         For information regarding our relationship with Globix, see "Item 11.
Executive Compensation -- Compensation Committee Interlocks and Insider
Participation."

Track Data Corporation

         In conjunction with our formation, Track Data Corporation, a business
information company and one of our principal stockholders, extended a $100,000
loan to EDGAR Online at an interest rate of prime plus 2% and received and
subsequently exercised warrants to purchase 810,572 shares of common stock.
Track Data purchases EDGAR content which it uses in conjunction with the
services that it offers. These services were paid for through reductions in the
principal amount of this loan. During 1999 and 1998, the loan was reduced by
$59,448 and $42,250 in this fashion. We believe that our agreements with Track
Data are beneficial to EDGAR Online and no less favorable to EDGAR Online than
terms which may be available to us from unaffiliated third parties.

Pequot Systems (iXL)

         For information regarding our relationship with iXL, see "Item 11.
Executive Compensation - Compensation Committee Interlocks and Insider
Participation."

Susan Strausberg And Marc Strausberg

         From time to time, we have received cash loans from and have made cash
advances to Susan Strausberg and Marc Strausberg, our founders. These loans bear
interest at the prime rate applied to the net outstanding balance. The net
amounts owed to EDGAR Online at December 31, 1997 and 1998 were $51,114
and $141,554, respectively. During this same period, Susan Strausberg and
Marc Strausberg agreed to defer all or most of their annual salaries of $150,000
each. The aggregate amount of deferred

                                      -46-
<PAGE>   49
compensation for the two of them combined at December 31, 1997 and 1998 was
$600,000 and $785,577, respectively. These deferred salaries, net of the loans
outstanding to them, were repaid to Susan and Marc Strausberg upon consummation
of our IPO.


                                     PART IV

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

(a)      Exhibits.

<TABLE>
<CAPTION>
         EXHIBIT
         NUMBER                    DESCRIPTION
         ------                    -----------
<S>                 <C>
         3.01       Certificate of Incorporation(1)

         3.02       Amended and Restated Certificate of Incorporation(2)

         3.03       Bylaws (2)

         4.01       Form of Specimen Stock Certificate for Registrant's Common
                    Stock(2)

         4.02       10% Convertible Subordinated Debenture due 2001(1)

         4.03       Warrant to Purchase Common Stock (1)

         10.01      Form of Indemnity Agreement to be entered into between the
                    Registrant with each of its directors and executive
                    officers(2)

         10.02      1996 Stock Option Plan(1)

         10.03      1999 Stock Option Plan(2)

         10.04      1999 Outside Directors Stock Option Plan(2)

         10.05      Amended and Restated Employment Agreement dated as of May 6,
                    1999 between the Registrant and Marc Strausberg(2)

         10.06      Amended and Restated Employment Agreement dated as of May 6,
                    1999 between the Registrant and Susan Strausberg(2)

         10.07      Employment Agreement, dated as of April 23, 1999, between
                    the Registrant and Tom Vos(2)

         10.08      Employment Agreement, dated as of May 3, 1999, between the
                    Registrant and Greg Adams(2)

         10.09      Employment Agreement, dated as of March 11, 1997, between
                    the Registrant and Brian Fitzpatrick(2)

         10.10      Employment Agreement, dated as of May 19, 1997, between the
                    Registrant and Jay Sears(2)

         10.11      Employment Agreement, dated as of May 3, 1999, between
                    Registrant and David Trenck(2)

         10.12      Securities Purchase Agreement, dated as of July 23, 1998 by
                    and between the Registrant and Globix Corporation(1)

         10.13      Form of Registration Rights Agreement for December 1998
                    Investors(2)

         10.14      Form of Subscription Agreement, including registration
                    rights, for March 1999 Investors(2)
</TABLE>

                                      -47-
<PAGE>   50
<TABLE>
<CAPTION>
<S>                 <C>
         10.15      Lease Agreement, dated April 4, 1997 by and between 50
                    Washington Street Realty Corp., Pequot Systems, Inc. and the
                    Registrant (1)

         10.16      Dissemination Services Agreement dated September 11, 1998 by
                    and between TRW, Inc. and the Registrant (1)

         10.17      Trademark License Agreement dated March 26, 1999 between the
                    U.S. Securities and Exchange Commission and the Registrant
                    (2)

         10.18      Agreement dated March 1, 1998 by and between the Registrant
                    and Pequot Systems, Inc. (2)

         10.19      Form of Content License Agreement (2)

         10.20      Restated Equity Purchase Agreement by and among the
                    Registrant, Bowne & Co., Inc., Globix Corporation, Marc
                    Strausberg, Susan Strausberg and Michael Horowitz (2)

         10.21      Procurement and Trafficking Agreement dated August 29, 1997
                    by and between the Registrant and DoubleClick Inc. (3)

         10.22      Agreement dated July 23, 1998 by and between the Registrant
                    and Globix Corporation with annexed Co-location Service
                    Agreement (3)

         10.23      Agreement of Lease, dated June 7, 1999, by and between Sono
                    Equities LLC and 1122 Associates LLC, as Owner, and the
                    Registrant, as Tenant.

         10.24      Office Lease Agreement, dated January 28, 2000, by and
                    between Yett Family Partnership, L.P. and the Registrant,
                    regarding 10628 NE 37th Circle, Kirkland, Washington.

         10.25      Office Lease Agreement, dated January 28, 2000, by and
                    between Yett Family Partnership, L.P. and the Registrant,
                    regarding 10635 NE 38th Place, Kirkland, Washington.

         27         Financial Data Schedule (EDGAR Version Only)
</TABLE>

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

         (1)      Incorporated by reference to exhibit with corresponding number
                  filed with the registrant's Registration Statement on Form S-1
                  (the "Registration Statement"), as filed with the Commission
                  on March 30, 1999.

         (2)      Incorporated by reference to exhibit with corresponding number
                  filed with Amendment No.1 to the Registration Statement, as
                  filed with the Commission on May 7, 1999.

         (3)      Incorporated by reference to exhibit with corresponding number
                  filed with Amendment No.2 to the Registration Statement, as
                  filed with the Commission on May 19, 1999.

(b)      Reports on Form 8-K --

         Report on Form 8-K, dated September 24, 1999, and Report on Form 8-KA,
         dated November 22, 1999, filed with the Securities and Exchange
         Commission reporting our acquisition of FreeEDGAR.com, Inc. pursuant to
         the terms and conditions of an Agreement and Plan of Merger.

                                      -48-
<PAGE>   51
(c)      Financial Statements and Financial Statement Schedules

The consolidated financial statements of the Company filed as part of this Form
10-K are filed on pages F-1 to F-23 to this Form 10-K. The financial statement
schedule required by Regulation S-X follows.



                Schedule II - Valuation and Qualifying Accounts

                               EDGAR Online, Inc.
                          Financial Statement Schedule
                        Valuation and Qualifying Accounts



<TABLE>
<CAPTION>
                                                                Charged
                                                 Balance at     to Costs     Charged                        Balance at
                                                 Beginning      and          to Other                       End of
Description                                      of Period      Expenses     Accounts     Deductions(1)     Period
<S>                                              <C>            <C>          <C>          <C>               <C>
Allowance for Doubtful Accounts Receivable

Year ended December 31, 1997                     $  - -         22,500           - -          - -            22,500

Year ended December 31, 1998                     $22,500        62,207           - -      (53,165)           31,542

Year ended December 31, 1999                     $31,542        84,000       154,661      (82,311)          187,892

(1)   Write-offs of receivables.
</TABLE>


All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted because
they are not required under the related instructions or are inapplicable, or
because the information has been provided in the Financial Statement or the
Notes thereto.

                                      -49-
<PAGE>   52
                                   SIGNATURES

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

                                                 EDGAR Online, Inc.

                                             By: /s/ SUSAN STRAUSBERG

                                                 Susan Strausberg
                                                 Chief Executive Officer

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



<TABLE>
<CAPTION>
NAME                                         TITLE                               DATE
----                                         -----                               ----
<S>                                          <C>                                 <C>
/s/ SUSAN STRAUSBERG                         Chief Executive Officer,            March 30, 2000
-----------------------------                and Director
Susan Strausberg



/s/ GREG D. ADAMS                            Chief Financial Officer             March 30, 2000
-----------------------------
Greg D. Adams

DIRECTORS:

/s/ MARC STRAUSBERG                          Chairman of the Board               March 30, 2000
-----------------------------
Marc Strausberg


/s/ TOM VOS                                  President, Director                 March 30, 2000
-----------------------------
Tom Vos


/s/ MARC BELL                                Director                            March 30, 2000
-----------------------------
Marc Bell
</TABLE>

                                      -50-
<PAGE>   53
<TABLE>
<CAPTION>
<S>                                          <C>                                 <C>
/s/ STEFAN CHOPIN                            Director                            March 30, 2000
-----------------------------
Stefan Chopin


/s/ MARK MAGED                               Director                            March 30, 2000
-----------------------------
Mark Maged


/s/ BRUCE BEZPA                              Director                            March 30, 2000
-----------------------------
Bruce Bezpa
</TABLE>

                                      -51-
<PAGE>   54


                               EDGAR ONLINE, INC.


                          INDEX TO FINANCIAL STATEMENTS





<TABLE>
<CAPTION>
                                                                                                                       PAGE
                                                                                                                       ----

<S>                                                                                                                    <C>
Independent Auditor's Report                                                                                            F-2

Balance Sheets as of December 31, 1999 and 1998                                                                         F-3

Statements of Operations for the Years ended December 31, 1999, 1998, and 1997                                          F-4

Statements of Changes in Stockholders' Equity (Deficit) for the Years ended
     December 31, 1999, 1998, and 1997                                                                                  F-5

Statements of Cash Flows for the Years ended December 31, 1999, 1998, and 1997                                          F-6

Notes to Financial Statements                                                                                           F-7
</TABLE>


<PAGE>   55







                           INDEPENDENT AUDITOR'S REPORT


The Board of Directors and Stockholders
EDGAR Online, Inc.:


We have audited the accompanying balance sheets of EDGAR Online, Inc. as of
December 31, 1999 and 1998 and the related statements of operations, changes in
stockholders' equity (deficit), and cash flows for each of the years in the
three-year period ended December 31, 1999. In connection with our audits of the
financial statements, we also have audited the financial statement schedule
listed under Item 14(c). These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 EDGAR Online, Inc. as of
December 31, 1999 and 1998 and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1999, in
conformity with generally accepted accounting principles. 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.


                                                       KPMG LLP



Stamford, CT
February 1, 2000

                                      F-2

<PAGE>   56
                               EDGAR ONLINE, INC.

                                 Balance Sheets


<TABLE>
<CAPTION>
                                                                                                   DECEMBER 31,
                                 ASSETS                                                    1999                 1998
                                                                                       ------------          ----------

Current assets:
<S>                                                                                    <C>                   <C>
     Cash and cash equivalents                                                         $ 10,108,656             148,380
     Available-for-sale investments                                                      14,755,955                 ---
     Accounts receivable, less allowance for
        doubtful accounts of $187,892 and $31,542, respectively                           1,117,636             134,815
     Other current assets                                                                   128,746               6,710
                                                                                       ------------          ----------
                            Total current assets                                         26,110,993             289,905

Property and equipment, net                                                               2,024,431             411,720
Intangible assets                                                                         9,303,948                 ---
Deferred financing costs                                                                        ---              77,018
Other assets                                                                                299,742               6,300
                                                                                       ------------          ----------

                            Total assets                                               $ 37,739,114             784,943
                                                                                       ============          ==========

                           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
     Accrued expenses                                                                  $  1,426,568              66,944
     Accounts payable                                                                       722,436             328,764
     Deferred revenues                                                                      353,905             208,451
     Capital lease payable, current portion                                                  78,235              52,477
     Current portion of notes payable                                                           ---              59,448
     Due to employee                                                                            ---              14,575
                                                                                       ------------          ----------
                            Total current liabilities                                     2,581,144             730,659

Notes payable, long-term                                                                        ---           1,414,410
Capital lease obligation, long-term                                                          71,587              82,993
Accrued interest payable                                                                        ---             133,804
Due to officers, net                                                                            ---             644,023
                                                                                       ------------          ----------
                            Total liabilities                                             2,652,731           3,005,889

Stockholders' equity (deficit):
     Common stock, $.01 par value, 30,000,000 shares
        authorized, 12,457,989 and 6,331,290 shares issued
          and outstanding at December 31, 1999 and 1998,
             respectively                                                                   124,580              63,313
     Preferred stock, $0.01 par value, 1,000,000 shares
        authorized, no shares issued or outstanding                                             ---                 ---
     Additional paid-in capital                                                          43,915,642           2,462,201
     Unrealized holding losses                                                              (44,518)                ---
     Accumulated deficit                                                                 (8,909,321)         (4,746,460)
                                                                                       ------------          ----------
                            Total stockholders' equity (deficit)                         35,086,383          (2,220,946)
                                                                                       ------------          ----------

                            Total liabilities and stockholders' equity (deficit)       $ 37,739,114             784,943
                                                                                       ============          ==========
</TABLE>



See accompanying notes to financial statements.



                                      F-3
<PAGE>   57

                               EDGAR ONLINE, INC.

                            Statements of Operations



<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31,
                                                        ------------------------------------------------------------------------
                                                                1999                      1998                     1997
                                                        ----------------------    ---------------------    ---------------------

Revenues:
<S>                                                   <C>                           <C>                      <C>
     Individual subscription revenue                  $            1,427,834                  876,146                  451,939
     Corporate contract revenue                                    1,116,358                  311,609                  218,847
     Advertising revenue                                           1,579,446                  472,922                  166,671
     Barter advertising revenue                                      983,611                  263,440                  206,681
     Other barter revenue                                            142,109                   79,000                      ---
                                                        ----------------------    ---------------------    ---------------------

                                                                   5,249,358                2,003,117                1,044,138
                                                        ----------------------    ---------------------    ---------------------

Cost of revenues:
     Software and Web site development                               505,974                  356,035                  242,209
     Barter advertising expense                                      983,611                  263,440                  206,681
                                                        ----------------------    ---------------------    ---------------------

                                                                   1,489,585                  619,475                  448,890
                                                        ----------------------    ---------------------    ---------------------

                            Gross profit                           3,759,773                1,383,642                  595,248

Operating expenses:
     Selling and marketing                                         2,839,192                  367,733                  167,009
     General and administrative                                    4,406,852                1,544,988                1,193,014
     Product development                                             841,590                  426,854                  434,313
     Amortization expense                                            581,183                      ---                      ---
     Stock compensation expense                                        7,665                1,133,000                      ---
                                                        ----------------------    ---------------------    ---------------------

                                                                   8,676,482                3,472,575                1,794,336
                                                        ----------------------    ---------------------    ---------------------

                        Loss from operations                      (4,916,709)              (2,088,933)              (1,199,088)

Interest income                                                      903,256                    5,618                      ---
Interest expense and other, net                                     (149,158)                (137,909)                (298,561)
                                                        ----------------------    ---------------------    ---------------------

                        Loss before income taxes                  (4,162,611)              (2,221,224)              (1,497,649)

Income tax expense                                                       250                      250                      250
                                                        ----------------------    ---------------------    ---------------------

                        Net loss                      $           (4,162,861)              (2,221,474)              (1,497,899)
                                                        ======================    =====================    =====================




Basic and diluted net loss per share                  $                (0.42)                   (0.36)                   (0.26)
                                                        ======================    =====================    =====================

Basic and diluted weighted average shares outstanding              9,805,456                6,129,116                5,655,151
                                                        ======================    =====================    =====================
</TABLE>




See accompanying notes to financial statements.



                                      F-4
<PAGE>   58

                               EDGAR ONLINE, INC.

             Statements of Changes in Stockholders' Equity (Deficit)

                  Years ended December 31, 1999, 1998 and 1997



<TABLE>
<CAPTION>
                                                                 COMMON STOCK
                                                       ----------------------------------
                                                                                                PAID-IN-            ACCUMULATED
                                                            SHARES            AMOUNT             CAPITAL              DEFICIT
                                                       -----------------   --------------   -----------------   -------------------

<S>                                                    <C>              <C>                 <C>                 <C>
Balance at December 31, 1996                                4,800,000   $       48,000             622,250              (1,027,087)

Exercise of warrants                                        1,274,000           12,740               3,185                    ---

Debt issuance with beneficial conversion feature                  ---            ---               250,000                    ---

Net loss                                                          ---            ---                 ---                (1,497,899)
                                                       -----------------   --------------   -----------------   -------------------

Balance at December 31, 1997                                6,074,000           60,740             875,435              (2,524,986)

Exercise of warrants                                           53,957              540              49,461                    ---

Issuance of common stock                                      103,333            1,033             143,967                    ---

Issuance of common stock in satisfaction
     of trade payables                                        100,000            1,000             124,000                    ---

Stock compensation                                                ---            ---             1,133,000                    ---

Issuance of warrants for services provided and
     debt financing                                               ---            ---               136,338                    ---

Net loss                                                          ---            ---                ---                (2,221,474)
                                                       -----------------   --------------   -----------------   -------------------

Balance at December 31, 1998                                6,331,290           63,313           2,462,201              (4,746,460)

Comprehensive loss:
     Net loss                                                     ---            ---                ---                 (4,162,861)
     Other comprehensive loss:
          Unrealized loss on investments                          ---            ---                ---                       ---

Total comprehensive loss


Issuance of common stock                                      240,000            2,400           1,052,850                    ---

Initial Public Offering, net of
     issuance costs                                         3,600,000           36,000          30,362,794                    ---

Issuance of common stock in satisfaction of
     notes payable                                            670,000            6,700             935,488                    ---

Exercise of stock options and warrants                        707,822            7,078           1,013,379                    ---

Issuance of common stock in connection with
     purchase business combination                            908,877            9,089           7,795,892                    ---

Issuance of stock options and warrants in
     connection with purchase business
     combination                                                  ---            ---               259,176                    ---

Issuance of warrants for services provided                        ---            ---                26,197                    ---

Compensation expense                                              ---            ---                 7,665                    ---
                                                       -----------------   --------------   -----------------   -------------------

Balance at December 31, 1999                               12,457,989    $     124,580          43,915,642              (8,909,321)
                                                       =================   ==============   =================   ===================
</TABLE>


<TABLE>
<CAPTION>
                                                          UNREALIZED
                                                            HOLDING
                                                             LOSS                 TOTAL
                                                       ------------------  --------------------

<S>                                                    <C>                 <C>
Balance at December 31, 1996                                       ---             (356,837)

Exercise of warrants                                               ---               15,925

Debt issuance with beneficial conversion feature                   ---              250,000

Net loss                                                           ---           (1,497,899)
                                                       ------------------  --------------------

Balance at December 31, 1997                                       ---           (1,588,811)

Exercise of warrants                                               ---               50,001

Issuance of common stock                                           ---              145,000

Issuance of common stock in satisfaction
     of trade payables                                             ---              125,000

Stock compensation                                                 ---            1,133,000

Issuance of warrants for services provided and
     debt financing                                                ---              136,338

Net loss                                                           ---           (2,221,474)
                                                       ------------------  --------------------

Balance at December 31, 1998                                       ---           (2,220,946)

Comprehensive loss:
     Net loss                                                      ---           (4,162,861)
     Other comprehensive loss:
          Unrealized loss on investments                        (44,518)            (44,518)
                                                                           --------------------
Total comprehensive loss                                                         (4,207,379)
                                                                           --------------------

Issuance of common stock                                           ---            1,055,250

Initial Public Offering, net of
     issuance costs                                                ---           30,398,794

Issuance of common stock in satisfaction of
     notes payable                                                 ---              942,188

Exercise of stock options and warrants                             ---            1,020,457

Issuance of common stock in connection with
     purchase business combination                                 ---            7,804,981

Issuance of stock options and warrants in
     connection with purchase business
     combination                                                   ---             259,176

Issuance of warrants for services provided                         ---              26,197

Compensation expense                                               ---               7,665
                                                       ------------------  --------------------

Balance at December 31, 1999                                    (44,518)          35,086,383
                                                       ==================  ====================
</TABLE>

See accompanying notes to financial statements.



                                      F-5
<PAGE>   59

                               EDGAR ONLINE, INC.

                            Statements of Cash Flows



<TABLE>
<CAPTION>
                                                                                        YEARS ENDED DECEMBER 31,
                                                                          ----------------------------------------------------
                                                                              1999                 1998                 1997
                                                                          ------------        ------------        ------------
<S>                                                                       <C>                   <C>                 <C>
Cash flows from operating activities:
     Net loss                                                             $ (4,162,861)         (2,221,474)         (1,497,899)
                                                                          ------------        ------------        ------------
     Adjustments to reconcile net loss
        to net cash used in operating activities:
            Stock compensation expense                                           7,665           1,133,000                 ---
            Depreciation                                                       312,431             116,767              55,334
            Accretion and amortization of debt discount                         14,000              17,118             250,000
            Amortization of intangibles                                        581,183                 ---                 ---
            Provisions for bad debts                                           146,428              62,207              22,500
            Non-cash service revenue, net                                      (33,251)             (8,620)            (12,000)
            Changes in assets and liabilities:
                Accounts receivable                                         (1,077,684)           (147,932)            (37,422)
                Other, net                                                     (46,013)             13,096                (875)
                Accounts payable and accrued expenses                          973,865            (205,419)            589,809
                Accrued interest                                              (133,804)            133,804                 ---
                Due to employee                                                (14,575)             14,575                 ---
                Due to officers, net                                          (644,023)             95,137             266,318
                Deferred revenues                                               84,504             130,096              47,165
                                                                          ------------        ------------        ------------
                          Total adjustments                                    170,726           1,353,829           1,180,829
                                                                          ------------        ------------        ------------
                          Net cash used in
                              operating activities                          (3,992,135)           (867,645)           (317,070)
                                                                          ------------        ------------        ------------

Cash flows from investing activities:
     Purchase of available-for-sale  investments                           (16,300,473)                ---                 ---
     Sale of available-for-sale investments                                  1,500,000                 ---                 ---
     Purchase of other investments                                            (283,000)                ---                 ---
     Capital expenditures                                                   (1,023,419)            (78,127)           (224,132)
     Cash portion of purchase price of business combination                   (968,355)                ---                 ---
     Net cash acquired in business combination                                  41,346                 ---                 ---
                                                                          ------------        ------------        ------------
                          Net cash used in investing activities            (17,033,901)            (78,127)           (224,132)
                                                                          ------------        ------------        ------------

Cash flows from financing activities:
     Proceeds from issuance of common stock                                 35,280,333             155,000              15,925
     Proceeds upon exercise of stock options and warrants                    1,020,457              50,001                 ---
     Proceeds from issuance of notes payable and warrants                          ---           1,000,000             545,000
     Costs incurred in connection with the sale of common stock             (3,826,289)            (10,000)                ---
     Principal payments on notes payable                                    (1,419,879)                ---             (20,000)
     Payments on capital lease obligations                                     (68,310)            (28,218)                ---
     Costs incurred in connection with debt financing                              ---             (89,440)                ---
                                                                          ------------        ------------        ------------
                          Net cash provided by financing activities         30,986,312           1,077,343             540,925
                                                                          ------------        ------------        ------------

                          Net increase (decrease) in cash and cash
                             equivalents                                     9,960,276             131,571                (277)

Cash and cash equivalents at beginning of year                                 148,380              16,809              17,086
                                                                          ------------        ------------        ------------

Cash and cash equivalents at end of year                                  $ 10,108,656             148,380              16,809
                                                                          ============        ============        ============

Supplemental disclosure of cash flow information:
     Cash paid for:
        Taxes                                                             $        250                 250                 250
        Interest                                                          $     21,689               7,751                 ---
Securities issued in connection with purchase business combination        $  8,064,157                 ---                 ---
Accounts payable settled upon issuance of common stock                    $        ---             125,000                 ---
Notes payable settled in exchange for services provided                   $     59,448              42,250              12,000
Stock warrants issued in exchange for services provided                   $     26,197              33,630                 ---
Equipment acquired under capital leases                                   $     82,662             163,688                 ---
</TABLE>

See accompanying notes to financial statements.



                                      F-6











<PAGE>   60

                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998




(1)    DESCRIPTION OF BUSINESS

       EDGAR Online, Inc. (the Company), formerly Cybernet Data Systems, Inc.,
       was incorporated in the State of Delaware in November 1995 and launched
       its "EDGAR Online" Internet Web site in January 1996. The Company is a
       Web-based provider of business, financial, and competitive information
       derived from the EDGAR (Electronic Data Gathering, Analysis, and
       Retrieval) document filing system maintained by the U.S. Securities and
       Exchange Commission (SEC). The Company has entered into several
       arrangements with other Internet service providers to market financial
       information services.

       Inherent in the Company's mission are various risks and uncertainties,
       including its limited operating history, unproven business model and the
       limited history of commerce on the Internet. The Company's success may
       depend in part upon the emergence and acceptance of the Internet as a
       communication and information medium, prospective project development
       efforts and the acceptance by the market place of the Company's products
       and services.


(2)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    REVENUE RECOGNITION

              Revenue from subscriptions and corporate contracts are recognized
              over the subscription period, which is typically one, three, six
              or twelve months. Revenue from advertising is recognized as the
              services are provided.

       (b)    BARTER TRANSACTIONS

              Barter advertising revenue is non-cash and relates to advertising
              placed on the Company's Web site by other Internet service
              providers. Barter advertising expense is non-cash and relates to
              Company advertising placed on the Web sites of other Internet
              service providers. The amount of barter advertising revenue and
              expense is recorded at the estimated fair value of the services
              received or the services provided, whichever is more objectively
              determinable.

              During 1999 and 1998, the Company also received computer equipment
              and publication advertisements in exchange for use of the
              Company's Web site services. The Company accounts for such barter
              transactions at the estimated fair value of goods or services
              received or services provided, whichever is more objectively
              determinable. Barter revenues related to the computer equipment
              barter transaction and the publication advertisements are
              recognized ratably over the term of the contract. Barter expense
              related to the publications advertisements transaction is
              recognized ratably over the year, which approximates the timing of
              the publications printing. Expense for the computer equipment
              exchange is recognized as depreciation expense over the useful
              lives of the assets.




                                      F-7
<PAGE>   61
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              The Company expects that barter transactions will represent a
              increasing smaller percentage of total activity in the future.

       (c)    WEB SITE DEVELOPMENT COSTS

              In March 1998, the American Institute of Certified Public
              Accountants issued Statement of Position 98-1, "Accounting for the
              Costs of Computer Software Developed or Obtained for Internal Use"
              (SOP 98-1). SOP 98-1 provides guidance for determining whether
              computer software is internal-use software and on accounting for
              the proceeds of computer software originally developed or obtained
              for internal use and then subsequently sold to the public. It also
              provides guidance on capitalization of the costs incurred for
              computer software developed or obtained for internal use. The
              Company adopted SOP 98-1 in 1999. Capitalized software development
              costs totaled $85,525 at December 31, 1999 and are being amortized
              over their estimated useful life of three years.

              Prior to January 1, 1999, substantially all Web site development
              costs were expensed as incurred.

       (d)    CASH AND CASH EQUIVALENTS

              The Company considers cash and all highly liquid investments with
              original maturities of ninety days or less to be cash and cash
              equivalents.

       (e)    AVAILABLE-FOR-SALE INVESTMENTS

              The Company's investments comprise government and corporate
              obligations and foreign and domestic marketable securities. At
              December 31, 1999, all of the Company's investments were
              classified as available-for-sale and, accordingly, unrealized
              gains and losses are included as a separate component of
              shareholders' equity, net of any related tax effect.

       (f)    PROPERTY AND EQUIPMENT

              Property and equipment are stated at cost or at estimated fair
              value if part of a barter transaction. Depreciation is computed
              using the straight-line method over the estimated useful lives of
              the related assets, generally three to seven years. Leasehold
              improvements are amortized using the straight-line method over the
              estimated useful lives of the assets or the term of the leases,
              whichever is shorter.

       (g)    LONG-LIVED ASSETS

              The Company accounts for long-lived assets in accordance with the
              provisions of SFAS No. 121, "Accounting for the Impairment of
              Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
              This Statement requires that long-lived assets and certain
              intangibles assets, including goodwill, be reviewed for impairment
              whenever events or

                                                                     (Continued)

                                      F-8
<PAGE>   62
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              changes in circumstances indicate that the carrying amount of an
              asset may not be recoverable. Recoverability of assets to be held
              and used is measured by a comparison of the carrying amount of an
              asset to future cash flows expected to be generated by the asset.
              If such assets are considered to be impaired, the impairment to be
              recognized is measured by the amount by which the carrying amount
              of the assets exceeds the fair value of the assets. Assets to be
              disposed of are reported at the lower of the carrying amount or
              fair value less costs to sell.

       (h)    INTANGIBLE ASSETS

              In connection with the acquisition of Partes Corporation on
              September 10, 1999 (see note 3), the excess of the purchase price
              over the estimated fair value of the net tangible assets acquired
              was $9,880,298. The Company is in the process of finalizing
              valuations that will be used in the assignment of the excess
              purchase price to certain intangible assets acquired and to
              goodwill. At December 31, 1999, this valuation was not completed,
              and the excess purchase price has been included as intangible
              assets in the accompanying balance sheet. The asset has been
              amortized using a useful life of five years, the estimated blended
              useful life of the excess purchase price.

       (i)    ADVERTISING EXPENSES

              The Company expenses advertising costs as incurred.

       (j)    INCOME TAXES

              Deferred tax assets and liabilities are recognized for the future
              tax consequences attributable to differences between the financial
              statement carrying amounts of existing assets and liabilities and
              their respective tax bases, and for operating loss and tax credit
              carryforwards. Deferred tax assets and liabilities are measured
              using enacted tax rates expected to apply to taxable income in the
              years in which those temporary differences are expected to be
              recovered or settled. The effect on deferred tax assets and
              liabilities of a change in tax rates is recognized in income in
              the period that includes the enactment date. Deferred tax assets
              are reduced by a valuation allowance when, in the opinion of
              management, it is more likely than not that some portion or all of
              the deferred tax assets will not be realized.

       (k)    DEFERRED FINANCING COSTS

              Deferred financing costs relate to the issuance of the Convertible
              Debenture (see note 7) and was being amortized over the term of
              the related debt, using the effective interest method.
              Amortization expense was $12,422 and $77,018 for the years ended
              December 31, 1998 and 1999, respectively.



                                                                     (Continued)

                                      F-9
<PAGE>   63
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


       (l)    STOCK-BASED TRANSACTIONS

              The Company accounts for stock-based transactions in accordance
              with Statement of Financial Accounting Standards (SFAS) No. 123,
              "Accounting for Stock-Based Compensation" (SFAS 123). In
              accordance with SFAS 123, the Company has elected to measure
              stock-based employee compensation arrangements in accordance with
              the provisions of APB No. 25, "Accounting for Stock Issued to
              Employees," (APB 25) and comply with the disclosure provisions of
              SFAS No. 123. Under APB 25, compensation cost is recognized based
              on the difference, if any, on the date of grant between the fair
              value of the Company's common stock and the exercise price.

              The Company accounts for the issuance of equity instruments to
              non-employees in exchange for services at either the fair value of
              the equity instrument given or the fair value of the services
              rendered, whichever is more reliably measurable.

       (m)    CONCENTRATION OF RISK AND FINANCIAL INSTRUMENTS

              Financial instruments that potentially subject the Company to
              significant concentration of credit risk consist of accounts
              receivable. The most significant concentration of credit risk
              relates to Doubleclick, which comprised 52.8% and 21.1% of the
              Company's total gross receivable balance at December 31, 1999 and
              1998, respectively. No other customer accounted for more than 10%
              of accounts receivable at December 31, 1999 or 1998.

              The Company's other customers are geographically dispersed
              throughout the United States with no one customer accounting for
              more than 10% of sales during 1999, 1998 or 1997. In addition, the
              Company has not experienced any significant credit losses to date
              from any one customer.

              The fair value of the Company's cash and cash equivalents,
              accounts receivable, accounts payable and accrued liabilities at
              December 31, 1999 and 1998, approximate their financial statement
              carrying value because of the short-term maturity of these
              instruments. The fair values of the Company's long-term
              obligations, as discussed in note 7, are determined based on the
              amount of future cash flows associated with the instrument,
              discounted at an appropriate discount rate.

       (n)    LOSS PER SHARE

              Loss per share is presented in accordance with the provisions of
              SFAS No. 128, "Earnings Per Share", (SFAS 128) and the Securities
              and Exchange Commission (SEC) Staff Accounting Bulletin No 98.
              Under SFAS 128, Basic EPS excludes dilution for common stock
              equivalents and is computed by dividing income or loss available
              to common shareholders by the weighted average number of common
              shares outstanding for the period. Diluted EPS reflects the
              potential dilution that could occur if securities or other
              contracts to issue common stock were exercised or converted and
              resulted in the issuance of common stock.


                                                                     (Continued)


                                      F-10
<PAGE>   64
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              Basic earnings per share are computed using the weighted average
              number of common shares outstanding during the period. Pursuant to
              SEC Staff Accounting Bulletin No. 98, common stock and convertible
              preferred stock issued for nominal consideration, prior to the
              anticipated effective date of an IPO, are required to be included
              in the calculation of basic and diluted earnings per share, as if
              they were outstanding for all periods presented. To date, the
              Company has not had any issuances or grants for nominal
              consideration.

              Diluted loss per share has not been presented separately, as the
              outstanding stock options, warrants and convertible debentures are
              anti-dilutive for each of the periods presented.

              Anti-dilutive potential common shares outstanding were 1,047,207,
              653,400, and 829,545 for the years ended December 31, 1999, 1998,
              and 1997, respectively.

       (o)    BUSINESS SEGMENTS

              In June 1997, the Financial Accounting Standard Board (FASB)
              issued SFAS No. 131, "Disclosure about Segments of an Enterprise
              and Related Information" (SFAS 131). SFAS 131 establishes
              standards for the way that public business enterprises report
              information about operating segments. It also establishes
              standards for related disclosures about products and services,
              geographic areas and major customers. SFAS 131 is effective for
              fiscal years beginning after December 15, 1997. The Company has
              determined that it does not have any separately reportable
              business segments.

       (p)    COMPREHENSIVE INCOME

              The Company adopted the provisions of SFAS No. 130, "Reporting
              Comprehensive Income" (SFAS 130) during 1998. SFAS 130 requires
              the Company to report in its financial statements, in addition to
              its net income (loss), comprehensive income (loss), which includes
              all changes in equity during a period from non-owner sources
              including, as applicable, foreign currency items, minimum pension
              liability adjustments and unrealized gains and losses on certain
              investments in debt and equity securities. Comprehensive income
              (loss) is presented within the statement of changes in
              stockholders' equity (deficit).

       (q)    USE OF ESTIMATES IN FINANCIAL STATEMENTS

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


                                                                     (Continued)


                                      F-11
<PAGE>   65
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


       (r)    RECENT ACCOUNTING PRONOUNCEMENTS

              In June 1998, the FASB issued SFAS No. 133, "Accounting for
              Derivative Instruments and Hedging Activities," (SFAS 133) which
              establishes accounting and reporting standards for derivative
              instruments, including derivative instruments embedded in other
              contracts, and for hedging activities. SFAS No. 133 is effective
              for all fiscal quarters of fiscal years beginning after June 15,
              2000, as amended by SFAS No. 137, "Accounting for Derivative
              Instruments and Hedging Activities - Deferral of the Effective
              Date of FASB No. 133". This statement is not expected to have a
              material impact on the Company's results of operations or
              financial position.

       (s)    RECLASSIFICATIONS

              Certain reclassifications have been made to 1998 and 1997
              financial statements to conform to the 1999 presentation.


(3)    ACQUISITION

       On September 10, 1999, the Company acquired Partes Corporation
       ("Partes"), owner of the FreeEDGAR.com Web site. Under the terms of the
       agreement, the Company purchased all of the outstanding equity of Partes
       for $9,880,298. The purchase price included (1) the issuance of 908,877
       shares of EDGAR Online common stock valued at $7,804,981, (2) the
       issuance of 75,039 EDGAR Online stock options and warrants, with a fair
       value of $259,176, in exchange for all outstanding Partes stock
       options,(3) the assumption of net liabilities totaling $847,786 and (4)
       $968,355 in fees and acquisition related expenses.

       The acquisition was accounted for under the purchase method of accounting
       and accordingly the estimated fair value of Partes' assets and
       liabilities and the operating results of Partes from the effective date
       of the acquisition have been included in the accompanying financial
       statements. Subsequent to the acquisition, the Company repaid Partes bank
       indebtedness of $919,879.

       The following unaudited pro forma results of operations assume the
       acquisition occurred as of January 1, 1999. The pro forma financial
       information is not necessarily indicative of operating results that would
       have occurred had the acquisition been consummated as of January 1, 1999,
       nor of future operating results.

<TABLE>
<CAPTION>
                                                                               PRO FORMA                     PRO FORMA
                                                                              RESULTS FOR                   RESULTS FOR
                                                                             THE YEAR ENDED               THE YEAR ENDED
                                                                               DECEMBER 31,                 DECEMBER 31,
                                                                                  1999                        1998
                                                                      -----------------------------   ------------------------
<S>                                                               <C>                                              <C>
Revenues                                                          $                  5,618,000                     2,141,000
Loss from operations                                              $                 (9,100,000)                   (6,480,000)
Net loss                                                          $                 (8,346,000)                   (7,130,000)
Basic and diluted loss per share                                  $                      (0.80)                        (1.01)
Basic and diluted weighted average shares                                           10,437,000                     7,038,000
</TABLE>



                                                                     (Continued)
                                      F-12
<PAGE>   66
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


outstanding

                                                                     (Continued)
                                      F-13
<PAGE>   67
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998



       The Company is in the process of finalizing valuations that will be used
       in the assignment of the excess purchase price to certain intangible
       assets acquired and to goodwill. At December 31, 1999, this valuation was
       not completed, and the excess purchase price has been included as
       intangible assets in the accompanying balance sheet. The asset has been
       amortized using a useful life of five years, the estimated blended useful
       life of the excess purchase price.

       A one year difference in the estimated useful life of the excess purchase
       would increase or decrease the annual amortization expense by $494,000 or
       $329,000, respectively. Amortization expense for the period from
       September 10, 1999 to December 31, 1999 was $576,350.


(4)    AVAILABLE-FOR-SALE INVESTMENTS

       The following table summarizes the Company's investment in
       available-for-sale investments at December 31, 1999:

<TABLE>
<CAPTION>

                                                                                FAIR
                                                             COST              VALUE

<S>                                                    <C>                  <C>
Money market and certificates of deposit               $ 2,575,580        $ 2,630,214
U.S. government and agency obligations                   2,569,050          2,556,795
Corporate bonds and commercial paper                    19,209,776         19,177,053
                                                       -----------        -----------

            Total                                      $24,354,406        $24,364,062
                                                       ===========        ===========

Reported as:
   Cash and cash equivalents                                              $ 9,608,106
   Available-for-sale investments                                          14,755,956
                                                                          -----------
            Total                                                         $24,364,062
                                                                          ===========


</TABLE>


     Substantially all investments with maturity dates mature within the year
ended December 31, 2000. Individual unrealized gains and unrealized losses were
not significant at December 31, 1999.

(5)    PROPERTY AND EQUIPMENT

       Property and equipment at December 31, 1999 and 1998 is summarized as
       follows:

<TABLE>
<CAPTION>                                                       1999                                 1998
                                                           ---------------                    ---------------
<S>                                                       <C>                               <C>
         Equipment, and furniture and fixtures             $     1,728,300                    $       482,438
         Purchased software                                        492,678                            109,849
         Software development costs                                 85,525                                ---
         Leasehold improvements                                     60,318                              7,673
                                                           ---------------                    ---------------

                  Subtotal                                       2,366,821                            599,960

         Less accumulated depreciation                            (342,390)                          (188,240)
                                                           ---------------                    ---------------
                                                           $     2,024,431                $           411,720
                                                           ===============                    ===============
</TABLE>



                                                                     (Continued)
                                      F-14
<PAGE>   68
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


       Depreciation expense for the years ended December 31, 1999, 1998 and 1997
       was $312,431, $116,767 and $55,334, respectively.


(6)    ACCRUED EXPENSES

       Accrued expenses consist of the following at December 31, 1999 and 1998.

<TABLE>
<CAPTION>
                                                                                  1999                    1998
                                                                           --------------------    ----------------
<S>                                                                     <C>                         <C>
   Professional fees                                                    $            127,000                    --
   Web site development and support                                                  280,798
   Licensing fees                                                                    111,438                    --
   Compensation and related benefits                                                 739,215                17,240
   Interest                                                                           16,906                27,304
   Other                                                                             151,211                22,400
                                                                           --------------------    ---------------

                                                                        $          1,426,568                66,944
                                                                           ====================    ===============
</TABLE>


(7)    NOTES PAYABLE

       Notes payable consist of the following at December 31, 1998:

<TABLE>
<CAPTION>
                                                                                                           1998
                                                                                                   ----------------
<S>                                                                                            <C>
    Convertible Debenture (a)                                                                  $            914,410
    Promissory notes - related party (b)                                                                    500,000
    Promissory notes (c)                                                                                     59,448
                                                                                                   ----------------
         Total notes payable                                                                              1,473,858

    Less:
         Current portion                                                                                    (59,448)

    Notes payable, long-term                                                                   $          1,414,410
                                                                                                   ================
</TABLE>

       (a)    In July 1998, the Company received $1,000,000 in exchange for a
              $1,000,000 Convertible Debenture due July 2001 with interest
              accruing at 10% in years two and three. The terms of this
              financing enabled the lender to convert the debenture into 670,000
              shares of the Company's common stock. The lender also received a
              warrant, expiring July 23, 1999, to purchase an additional 666,667
              shares of the Company's common stock at $1.50 per share.




                                                                     (Continued)

                                      F-15
<PAGE>   69
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998



              The Company estimated the fair value of the warrant at the date of
              issue and recorded $102,708 of the consideration received as a
              credit to additional paid-in capital. Interest expense for 1999
              and 1998 includes $27,778 and $17,118, respectively, of accretion
              of the debt discount resulting from the fair value of the warrants
              and $33,333 relating to the year one interest holiday.

              As part of the agreement, the Company has agreed to obtain hosting
              and other Internet services at market prices for a period of five
              years from the investor.

              At December 31, 1998 the fair value of the Convertible Debenture
              was estimated to approximate its carrying value as the debt was
              recorded at fair value in July 1998 and there was no significant
              change in the underlying market rate or credit worthiness of the
              Company between July 1998 and December 31, 1998.

              On May 11, 1999, in connection with the Company's IPO, the holder
              of the Company's $1,000,000 face amount Convertible Debenture
              exercised its right to convert the Convertible Debenture into
              670,000 shares of Company common stock. In addition, the holder
              exercised their warrant to purchase 666,667 shares of Company
              common stock at $1.50 per share.

       (b)    In January 1997, the Company entered into an agreement with a
              stockholder for a $500,000 line of credit which was originally due
              on December 31, 1997, but was extended to February 28, 2000.
              Interest accrues at 12% of the face amount annually. All
              borrowings were guaranteed by a principal stockholder of the
              Company.

              The agreement originally provided that the outstanding borrowings
              could be converted at the sole discretion of the lending
              stockholder into common stock at a conversion rate of $1.50 worth
              of common stock for each $1.00 of borrowings converted. The
              favorable conversion rate represented a beneficial conversion
              feature and, accordingly, $250,000 was recorded as a credit to
              additional paid-in capital at the issue date. Additional interest
              expense of $250,000 has been included in 1997, as the original
              maturity of the borrowing was December 31, 1997. In July 1998, the
              conversion feature was deleted in connection with the issuance of
              the Convertible Debenture.

              The fair value of the note at December 31, 1998 was estimated at
              approximately $452,000 based on the amount of future cash flows
              associated with the investment, discounted using an appropriate
              interest rate. The note was repaid using proceeds from the initial
              public offering in June, 1999.

       (c)    In connection with a $100,000 loan under a line of credit
              established in December 1995, the Company has arranged with the
              lender to apply a portion of the proceeds of credit card payments
              processed by the lender for the Company to the loan balance. The
              loan is further reduced by the offsetting of balances due from the
              lender for its monthly subscription charge for use of the
              Company's Internet service. Interest accrues at 2% over the prime
              established by a financial institution (10.25% at December 31,
              1998).

              The loan was guaranteed by one of the principal stockholders and
              certain Company common stock owned by the stockholder was pledged
              as collateral. The loan was repaid during 1999. The balance
              outstanding at December 31, 1998 was $59,448.


                                                                     (Continued)

                                      F-16
<PAGE>   70
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              In 1997, the Company issued a noninterest bearing $25,000 note and
              in 1998 issued 40,001 warrants exercisable at $1.25 per share.
              The note was repaid with services during the year ended December
              31, 1998. The estimated value of the warrants at the date of
              issuance is deemed insignificant.

              At December 31, 1999 and 1998, the fair value of these notes
              payable approximates their carrying value based on the amount of
              future cash flows associated with the instrument, discounted using
              an appropriate interest rate.

       Interest expense and other financing charges for the years ended December
       31, 1999, 1998, and 1997 totaled $149,436, $137,909, and $298,561,
       respectively.


(8)    INCOME TAXES

       Since its inception, the Company has incurred net operating losses and
       has incurred no federal or state income tax expense. The provision for
       income taxes for the years ended December 31, 1999, 1998 and 1997
       consists entirely of the State of Connecticut minimum tax. At December
       31, 1999, the Company has approximately $6.6 million in federal and state
       operating loss carryforwards, which are available to offset future
       taxable income, through 2019.

       The Company's tax provision differed from the amount computed using the
       federal statutory rate of 34% as follows:

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------------------------------------------
                                                               1999                        1998                         1997
                                                      ---------------------         --------------------         ----------------
<S>                                                <C>                                     <C>                        <C>
         Expected federal income tax
               benefit at 34%                      $          (1,415,288)                  (765,650)                  (509,201)

         State taxes, net of federal expense                    (247,834)                  (134,280)                   (73,749)

         Non-deductible interest expense                              --                                                85,000

         Other permanent differences                              44,261                      3,882                      5,610

         Valuation allowance                                   1,619,111                    896,298                    492,590
                                                        -------------------         --------------------         -------------

                                                   $                 250                        250                        250
                                                        ===================         ====================         =============
</TABLE>




                                                                     (Continued)

                                      F-17
<PAGE>   71
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              The Company's deferred tax assets and liabilities and related
              valuation allowance as December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                                           1999                     1998
                                                                                 ----------------------     -------------------

 Deferred tax assets (liabilities):
<S>                                                                           <C>                                    <C>
      Net operating loss carryforwards                                        $           2,742,435                  1,003,915
      Deferred compensation                                                                      --                    314,231
      Accruals and other, net                                                               171,163                      7,924
      Stock compensation expense                                                            484,783                    453,200
 Valuation allowance                                                                     (3,398,381)                (1,779,270)
                                                                                  --------------------       ------------------

                                                                              $                  --                         --
                                                                                  =====================      ==================
</TABLE>

              Realization of the net operating loss carryforward benefit is
              dependent on the Company being able to generate sufficient taxable
              income prior to the expiration of the operating loss
              carryforwards. Due to the Company's short operating history, a
              valuation allowance has been recorded for the entire amount of the
              net deferred tax asset as the Company has concluded that it is not
              more likely than not that there will be future taxable income
              sufficient to realize the future taxable temporary differences and
              operating loss carryforwards prior to their expiration.

              Under Section 382 of the Internal Revenue Code of 1986, as
              amended, the utilization of net operating loss carryforwards may
              be limited under the change in stock ownership rules. The Company
              has not yet determined whether such an ownership change has
              occurred.

       (9)    DUE TO OFFICERS

              The Company entered into compensation agreements with its two
              founding stockholders that provide for combined annual
              compensation of $300,000 commencing in January 1996, payment of
              which is dependent upon the availability of cash and other
              factors. Compensation expense of $300,000 has been recorded in
              each of the years ended December 31, 1999, 1998 and 1997.

              Due to officers represents deferred compensation of $185,577 for
              1998 offset by other amounts due from the officers of $141,554 at
              December 31, 1998. The entire liability was classified as
              long-term as the founding stockholders had waived payment of these
              amounts until after December 31, 1999. These amounts were paid
              using proceeds of the initial public offering in June, 1999.


       (10)   STOCKHOLDERS' EQUITY

              COMMON STOCK

              On March 24, 1997, the Board of Directors of the Company declared
              and approved a 4 for 1 stock split on its common shares. All share
              and per share data has been retroactively adjusted to reflect this
              common stock split.



                                                                     (Continued)

                                      F-18
<PAGE>   72
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              Upon the formation of the Company, the founders were issued
              4,000,000 shares of the Company's common stock. In 1996, the
              Company sold 400,000 shares of its common stock to an investor for
              $462,500 and issued an additional 400,000 shares of its common
              stock for $5,000 in connection with the exercise of previously
              issued warrants. In 1997, the Company issued 1,274,000 shares of
              its common stock for $15,925 in connection with the exercise of
              previously issued warrants. In 1998, the Company sold an
              additional 103,333 shares of common stock for $145,000 in cash,
              net of related offering expenses, and issued 100,000 shares of
              common stock in satisfaction of $125,000 of indebtedness.

              On March 25, 1999, the Board of Directors of the Company declared
              and approved an increase in the number of authorized shares of
              common stock to 30,000,000, par value $0.01 per share, and
              authorized 1,000,000 shares of preferred stock, par value $0.01
              per share. There are no preferred shares issued or outstanding at
              December 31, 1999.

              On March 30, 1999, the Company completed the sale of an aggregate
              of 240,000 shares of its common stock to three investors at $4.50
              per share resulting in net proceeds of $1,055,250.

              On May 26, 1999, the Company sold 3,600,000 shares of its common
              stock to the public (IPO) at $9.50 per share for net proceeds of
              $30,448,815. In connection with this offering, the Company, its
              underwriters and the holder of the Convertible Debenture agreed
              that such holders would convert the Convertible Debenture into
              670,000 shares of the Company's common stock prior to the close of
              the IPO. In addition, certain holders of warrants to purchase
              Company common stock also agreed to exercise the warrants into an
              aggregate of 696,667 shares of common stock prior to the close of
              the IPO.

              STOCK WARRANTS

              Since its inception, the Company has issued warrants to purchase
              Company common stock in return for various services rendered or in
              connection with certain debt and equity financings.

              Warrants issued in exchange for services totaled 23,167 and 63,333
              for the years ended December 31, 1999 and 1998, respectively.
              There were no warrants issued in exchange for services in 1997.
              Based on estimated fair values at the respective dates of issuance
              the Company has recorded professional services expense and
              additional paid-in capital of $26,197 in 1999 and $33,630 in 1998.

              Warrants issued in connection with debt financings totalled 0 and
              706,668 in 1999 and 1998, respectively and have also been fair
              valued at their date of issuance. Additional interest expense has
              been recorded for the years ended December 31, 1999 and 1998 of
              $27,778 and $17,118, respectively. The credit to additional
              paid-in-capital relating to the fair value of warrants issued in
              connection with the debt financing during 1998 was $102,708.

              During 1999, the Company issued 11,299 warrants in connection with
              the Partes acquisition and 523,500 warrants in connection with
              equity financing, including the company's IPO.



                                                                     (Continued)

                                      F-19
<PAGE>   73
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              Warrant activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                                                                         WEIGHTED
                                                          NUMBER                          AVERAGE
                                                            OF                           EXERCISE
                                                         WARRANTS                          PRICE
                                                   ---------------------              --------------

<S>                                                       <C>                          <C>
   Outstanding at December 31, 1996                         1,287,956                    0.01
   Issued                                                                                      --
   Exercised                                               (1,274,000)                   0.01
   Canceled                                                        --                          --
                                                   ---------------------
   Outstanding at December 31, 1997                            13,956                    0.00
   Issued                                                     770,001                    1.45
   Exercised                                                  (53,957)                   0.93
   Canceled                                                                                    --
                                                   ---------------------
   Outstanding at December 31, 1998                           730,000                  $ 1.46
   Issued                                                     557,966                    7.31
   Exercised                                                 (696,667)                   1.46
   Canceled                                                  (240,000)                   4.50
                                                   ---------------------

   Balance at December 31, 1999                               351,299                    8.68
                                                   =====================
</TABLE>

              Included in the above table are 13,956 warrants outstanding at
              December 31, 1997 that were granted pursuant to certain
              anti-dilution provisions of the original warrant grant and
              accordingly have a $0.00 exercise price.

              The weighted average contractual life of warrants outstanding at
              December 31, 1999 and 1998 was 4.42 and .81 years, respectively.


       (11)   STOCK OPTION PLANS

              In November, 1998, the Company adopted the 1996 Stock Option Plan
              (the 1996 Plan) whereby the Company's Board of Directors may grant
              stock options to officers, employees, directors and consultants.
              The 1996 Plan authorizes the issuance of options to purchase up to
              800,000 shares of the Company's common stock. Options granted may
              be either incentive stock options (ISOs) or non-qualified stock
              options. The exercise price and vesting schedule of the options
              will be established on the grant date. However, the established
              exercise price for ISOs may not be less than the fair market value
              of the Company's common stock on the grant date. The 1996 Plan
              also provides that no options will have a term of longer than ten
              years.

              On March 25, 1999, the Company adopted the 1999 Stock Option Plan
              (the 1999 Plan) and the 1999 Outside Directors Stock Option Plan
              (the 1999 Directors Plan). The 1999 Plan authorizes the issuance
              of options to purchase up to 600,000 shares of the Company's
              common stock

                                                                     (Continued)

                                      F-20
<PAGE>   74
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              under the same provisions as the 1996 Plan. The 1999 Directors
              Plan authorizes the issuance of options to purchase up to 100,000
              shares of the Company's common stock.

              Option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                                                             NUMBER                     WEIGHTED
                                                                               OF                        AVERAGE
                                                                             OPTIONS                  OPTION PRICE
                                                                     --------------------             ------------

<S>                                                                   <C>                      <C>
                  Outstanding at December 31, 1996                              --             $          --
                  Granted                                                       --                        --
                  Exercised                                                     --                        --
                  Canceled                                                      --                        --
                                                                     ---------------------

                  Outstanding at December 31, 1997                              --                        --
                  Granted                                                     400,000          $        0.29
                  Exercised
                  Canceled                                                      --                        --
                                                                     ---------------------

                  Outstanding at December 31, 1998                            400,000          $        0.29
                  Granted                                                     596,790                   5.47
                  Exercised                                                  (11,155)                   0.49
                  Canceled                                                   (42,314)                   6.35
                                                                     ---------------------

                  Balance at December 31, 1999                                943,321          $        3.66
                                                                     =====================
</TABLE>

              The Company recorded $7,665 and $1,133,000 of compensation expense
              in 1999 and 1998, respectively, calculated as the difference
              between the exercise price and the estimated fair value of stock
              options at the grant date, as allocated over the vesting periods
              of the options.

              Options outstanding and exercisable at December 31, 1999 are as
              follows:

<TABLE>
<CAPTION>
                                                         OPTIONS OUTSTANDING
                                    --------------------------------------------------------------
                                                               WEIGHTED
                                                                AVERAGE               WEIGHTED
                                                               REMAINING              AVERAGE
             RANGE OF                    NUMBER               CONTRACTUAL             EXERCISE
          EXERCISE PRICE              OUTSTANDING                LIFE                  PRICE
     --------------------------     -----------------      ------------------      ---------------

<S>                  <C>                 <C>                      <C>          <C>
 $     0.25    to      5.00              792,908                  8.33         $        0.25
       5.01    to     10.00              139,500                  9.50                  8.32
      10.01    to     15.00                8,753                  6.00                 10.23
      15.01    to     20.00                   --                    --                    --
      20.01    to     25.00                1,212                  7.16                 20.99
      25.01    to     30.00                   --                    --                    --
      30.01    to     35.00                  948                  6.92                 34.05
     ---------       ----------     -----------------      ------------------      ---------------

 $     0.25           35.00              943,321                  8.49         $        1.60
     =========       ==========     =================      ==================      ===============
</TABLE>


<TABLE>
<CAPTION>
                                              OPTIONS EXERCISABLE
                                     --------------------------------------

                                                              WEIGHTED
                                                               AVERAGE
             RANGE OF                     NUMBER              EXERCISE
          EXERCISE PRICE               EXERCISABLE              PRICE
     --------------------------      -----------------     ----------------

<S>                    <C>               <C>           <C>
 $     0.25    to      5.00              391,095       $        0.25
       5.01    to     10.00                                       --
      10.01    to     15.00                6,746               10.23
      15.01    to     20.00                   --                  --
      20.01    to     25.00                  633               20.85
      25.01    to     30.00                                       --
      30.01    to     35.00                  389               34.05
     ---------       ----------      -----------------     ----------------

 $     0.25           35.00              398,863       $        0.48
     =========       ==========      =================     ================
</TABLE>


              At December 31, 1999, 494,424 options are available for grant.



                                                                     (Continued)

                                      F-21
<PAGE>   75
                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998


              As discussed in note 2, the Company has elected to continue to use
              APB 25 to measure compensation expense related to employee stock
              options and has recorded compensation expense where the exercise
              price of the option was less than the fair value of the stock on
              the date of grant. Had the Company determined compensation expense
              based on the fair value of the option on the grant date under SFAS
              123, the Company's results of operations for 1999 and 1998 would
              have been as follows:

<TABLE>
<CAPTION>
                                                                                         1999                  1998
                                                                                     -------------        -------------
<S>                                                                                 <C>                   <C>
                  Net loss - as reported                                             $ (4,162,861)          (2,221,474)
                  Net loss - pro forma                                               $ (4,992,836)          (3,004,873)
                  Basic and diluted net loss per share - as reported                 $      (0.42)               (0.36)
                  Basic and diluted net loss per share - pro forma                   $      (0.51)               (0.49)
</TABLE>

              The fair value of the options granted to employees in 1999 and
              1998, as calculated under SFAS 123, ranged from $0.12 to $9.40 and
              $1.57 to $2.45, respectively, with a weighted average fair value
              of $2.35 and $1.96, respectively. For grants made through the date
              of the Company's IPO in May 1999, the fair value of the options
              was calculated using risk free interest rates of 6.51% or 6.52%,
              expected life of 10 years and no expected dividend yield or
              volatility. For options granted after the Company's IPO in May
              1999, the fair value of the options was calculated using risk free
              interest rates of 6.5% to 6.52%, expected life of 10 years, no
              expected dividend yield and an actual volatility which averaged
              153% from the date of the Company's IPO to December 31, 1999.



       (12)   COMMITMENTS AND CONTINGENCIES

              The Company leases space in Norwalk, Connecticut for its primary
              offices. Rent expense totaled $149,308, $57,983 and $44,086 for
              the years ended December 31, 1999, 1998 and 1997, respectively.



                                                                     (Continued)

                                      F-22
<PAGE>   76

                               EDGAR ONLINE, INC.

                          Notes to Financial Statements

                           December 31, 1999 and 1998




              Future minimum lease payments under noncancelable operating leases
              and capital leases (with initial or remaining lease terms in
              excess of one year) as of December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                           OPERATING                        CAPITAL
                                                             LEASES                          LEASES
                                                       ---------------------             --------------
         Year ending December 31,:
<S>           <C>                                   <C>                                  <C>
              2000                                  $           520,137                     99,206
              2001                                              551,851                     72,876
              2002                                              562,566                      9,003
              2003                                              397,570                        --
                                                              1,175,118                        --
                                                       ---------------------             --------------

                       Total                        $         3,207,242                    181,085
                                                       ===================

                       Amount representing interest                                        (31,263)
                                                                                         --------------

                          Net capital leases obligation                                $   149,822
                                                                                         ==============
</TABLE>


              The amount currently payable under the capital lease at December
              31, 1999 is $78,235.


       (13)   RELATED PARTY TRANSACTIONS

              The Company provides services to three shareholders. Revenues from
              these related parties totaled $383,000, $69,600 and $38,000 in
              1999, 1998 and 1997, respectively. Of the revenues received,
              $75,000, $17,250, and $12,000 were used to satisfy a note payable
              and related accrued interest to one shareholder. The Company also
              purchased services from a shareholder, which totaled $1,535,479,
              $610,073, and $423,836 in 1999, 1998 and 1997, respectively.


       (14)   SUBSEQUENT EVENTS (UNAUDITED)

              On January 26, 2000, the Company granted 288,000 options at $9.00
              under the 1999 Plan. The exercise price represents the market
              price on the date of the grant.

       (15)   SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

              The following is a summary of the quarterly results of operations
              for the years ended December 31, 1999 and 1998 (in thousands,
              except for per share data):

<TABLE>
<CAPTION>
                                                FIRST  SECOND   THIRD   FOURTH
                                               QUARTER QUARTER QUARTER  QUARTER
                                               ------- ------- -------  -------
<S>                                            <C>     <C>     <C>      <C>
              YEAR ENDED DECEMBER 31, 1999
              Net revenues                    $  641   1,038    1,520    2,050
              Loss from operations            $ (548)   (847)  (1,240)  (2,282)
              Net loss                        $ (586)   (807)    (864)  (1,906)
              Basic and diluted net loss
                per share(1)                  $(0.08)  (0.09)   (0.07)   (0.15)
              Basic and diluted weighted
                average shares outstanding      6,367   8,662   11,736   12,457

              YEAR ENDED DECEMBER 31, 1998
              Net revenues                    $   384     498      511      610
              Loss from operations            $  (171)   (157)    (228)  (1,533)
              Net loss                        $  (188)   (175)    (266)  (1,592)
              Basic and diluted net loss
                per share                     $ (0.03)  (0.03)   (0.04)   (0.26)
              Basic and diluted weighted
                average shares outstanding      6,074   6,074     6,121   6,219
</TABLE>
              Loss per share data are computed independently for each of the
              periods presented; therefore the sum of the loss per share amounts
              for the quarters may not equal the total for the year.

                                      F-23




<PAGE>   77
                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>
         EXHIBIT
         NUMBER                    DESCRIPTION
         ------                    -----------
<S>                 <C>
         3.01       Certificate of Incorporation(1)

         3.02       Amended and Restated Certificate of Incorporation(2)

         3.03       Bylaws (2)

         4.01       Form of Specimen Stock Certificate for Registrant's Common
                    Stock(2)

         4.02       10% Convertible Subordinated Debenture due 2001(1)

         4.03       Warrant to Purchase Common Stock (1)

         10.01      Form of Indemnity Agreement to be entered into between the
                    Registrant with each of its directors and executive
                    officers(2)

         10.02      1996 Stock Option Plan(1)

         10.03      1999 Stock Option Plan(2)

         10.04      1999 Outside Directors Stock Option Plan(2)

         10.05      Amended and Restated Employment Agreement dated as of May 6,
                    1999 between the Registrant and Marc Strausberg(2)

         10.06      Amended and Restated Employment Agreement dated as of May 6,
                    1999 between the Registrant and Susan Strausberg(2)

         10.07      Employment Agreement, dated as of April 23, 1999, between
                    the Registrant and Tom Vos(2)

         10.08      Employment Agreement, dated as of May 3, 1999, between the
                    Registrant and Greg Adams(2)

         10.09      Employment Agreement, dated as of March 11, 1997, between
                    the Registrant and Brian Fitzpatrick(2)

         10.10      Employment Agreement, dated as of May 19, 1997, between the
                    Registrant and Jay Sears(2)

         10.11      Employment Agreement, dated as of May 3, 1999, between
                    Registrant and David Trenck(2)

         10.12      Securities Purchase Agreement, dated as of July 23, 1998 by
                    and between the Registrant and Globix Corporation(1)

         10.13      Form of Registration Rights Agreement for December 1998
                    Investors(2)

         10.14      Form of Subscription Agreement, including registration
                    rights, for March 1999 Investors(2)
</TABLE>