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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For The Fiscal Year Ended December 31, 2001

                         Commission File Number: 0-27331

                                  FINDWHAT.COM
                 (Name of small business issuer in its charter)

                  NEVADA                                 88-0348835
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                   Identification No.)

                         121 WEST 27TH STREET, SUITE 903
                               NEW YORK, NY 10001
                    (Address of principal executive offices,
                               including zip code)

                                 (212) 255-1500
                           (Issuer's telephone number,
                              including area code)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
                                                                par value
                                                             (Title of Class)

         Check 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
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to the filing requirements for at
least the past 90 days.
Yes    X       No
    --------       ------

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this form, 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-KSB or any amendment to
this Form 10-KSB. [ ]

         The issuer's revenues for the fiscal year ended December 31, 2001, were
$20,412,205.

         The aggregate market value of the Registrant's common equity held by
non-affiliates of the Registrant was approximately $39,287,727 on December 31,
2001.

         There were 16,644,677 shares of the Registrant's Common Stock
outstanding on December 31, 2001.

         Transitional Small Business Disclosure Format (check one):
                                Yes         No   X
                                    -----      -----

                       DOCUMENTS INCORPORATED BY REFERENCE

         Proxy Statement for 2002 Annual Meeting of Stockholders



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                                     PART I

FORWARD-LOOKING STATEMENTS

         This document contains forward-looking statements which reflect the
views of management with respect to future events and financial performance.
These forward-looking statements are subject to certain uncertainties and other
factors that could cause actual results to differ materially from such
statements. These uncertainties and other factors include, but are not limited
to, the words "anticipates", "believes", "estimates", expects", "plans",
"projects", "targets" and similar expressions which identify forward-looking
statements. You should not place undue reliance on these forward-looking
statements, which speak only as of the date the statements were made.


ITEM 1. DESCRIPTION OF BUSINESS.

OVERVIEW

         We are a developer and marketer of performance-based advertising
services for the Internet. Our clients pay us for each visitor we deliver to
their Web sites. Currently, we offer two such proprietary services:
FindWhat.com, a bid-for-position search engine which distributes its listings to
third-party Web sites, and BeFirst.com RankPro, a search engine optimization
service. Our focus is to connect consumers and businesses that are most likely
to purchase specific goods and services to the businesses that provide those
goods and services.

         The FindWhat.com search engine allows Internet users to enter a word,
phrase or plain English query describing what they want to locate on the
Internet. They can enter their query through the search box located at
www.FindWhat.com or through the search areas of any of our distribution
partners. Our search engine then displays a selection of Web sites related to
that query. Through our open, automated, proprietary bidding process,
advertisers can determine the placement of their listing in response to any
given query. This is accomplished by allowing our advertisers to submit bids for
the amount they will pay for each visitor who clicks-through to their Web sites
for particular search terms. The highest bidder for a particular term receives
the first listing with all other bidders on that term listed in descending bid
order. Unlike traditional online advertising alternatives, which charge based on
impressions or page views, our advertisers only pay for performance, defined as
a visitor who searches for a term the advertiser selected, and who clicks on the
advertiser's listing and reaches its Web site. As with the Yellow Pages in the
offline world, FindWhat.com's advertisers get their message in front of
prospects at the exact time they are looking for the advertisers' products and
services. Unlike the Yellow Pages, advertisers only pay for those visitors that
"walk" into their virtual stores.

         We distribute our search results to many third-party high traffic Web
sites, including CNET's Search.com, and, through our relationship with
InfoSpace, NBCi, MetaCrawler, Dogpile, and Go2Net, along with many others, and
we pay a percentage of our revenue from paid click-throughs to these sites as a
commission. As a result, we serve as a source of revenue and relevant search
result listings for these entities, while providing our advertisers with
exposure to potential customers across the Internet. Our FindWhat.com search
listing paid click-through revenue is determined by multiplying the number of
click-throughs on paid search results by the amounts bid for applicable
keywords. The following table charts by quarter the number of paid
click-throughs, the average revenue per paid click-through, and active
advertiser accounts for the FindWhat.com search engine since January 1, 2000
(revenue from the FindWhat.com search engine prior to 2000 was immaterial):


              Paid Click-throughs       Avg. Revenue per      Active Advertiser
     Quarter     (in millions)           Click-through             Accounts
Q4 2001              46.2                    $0.17                  15,300
Q3 2001              36.0                    $0.15                  12,400
Q2 2001              33.3                    $0.13                  10,200
Q1 2001              22.9                    $0.10                   7,500
Q4 2000              13.2                    $0.11                   6,800
Q3 2000               5.6                    $0.11                   5,300
Q2 2000               3.8                    $0.07                   3,300
Q1 2000               1.2                    $0.06                   1,500


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         Our BeFirst.com RankPro service, known as "search engine optimization,"
assists Web sites to achieve higher placements on search results on over 300
third-party search engines. We are able to achieve this for our clients through
our understanding of search engine algorithms and constant monitoring of search
engine behavior. Our BeFirst.com RankPro service enhances the probability that
our clients' Web sites will appear in search results served in response to a
user's inquiry on a particular keyword, as well as being placed higher in the
ranking in the search results. This service generates revenue from initial
set-up fees charged to new clients and from performance-based fees our clients
pay for third-party search engine users who get to their Web sites as a result
of our efforts. BeFirst.com RankPro performance-based fees are determined by
multiplying the number of click-throughs to a client's Web sites, or
registrations on those Web sites, as a result of our efforts by the amount we
charge per click-through or registration. BeFirst.com RankPro's largest client
is eBay.

         We were organized under the laws of the State of Nevada under the name
Collectibles America, Inc. in October 1995. We discontinued our business
operations and transferred our assets to satisfy liabilities in 1997. In June
1999, we acquired 1,000 shares of common stock of BeFirst Internet Corporation,
which was organized under the laws of the State of Delaware in March 1998,
representing all of its outstanding capital stock. These shares were acquired
from the holders in exchange for our issuance of 8,750,000 shares of our common
stock. As a result of the exchange of stock, the stockholders of BeFirst
Internet Corporation acquired control of us and BeFirst Internet Corporation
became our wholly owned subsidiary. We changed our corporate name to BeFirst.com
at the time of the acquisition. In September 1999, we changed our corporate name
to FindWhat.com. At the time of our acquisition of BeFirst Internet Corporation,
it had been in the business of developing and offering search engine
optimization services to Internet advertisers.


INDUSTRY OVERVIEW

         Use of the Internet is experiencing rapid growth, and advertisers,
especially those that rely on their Web sites for revenue or to disseminate
information about their products and services, are constantly seeking to reach
online users. According to Nielson NetRatings statistics released in the Fall of
2001, over the last two years, average weekly time spent online has increased
from approximately eight hours to over ten hours. We believe more and more
online advertisers are turning to performance-based advertising to fulfill their
Internet marketing objectives. In January 2001, Forrester Research estimated
that online advertising spending in the United States would grow from $7.0
billion in 2000 to $30.2 billion in 2003, and that performance-based digital
marketing would account for 42% of all digital marketing spending in 2003, up
from 14% in 1999. Internet advertisers rely on Web sites providing Web
directories or "search engines" as one of the means of supplying an audience for
their Web sites and advertising message. These search engines enable consumers
and businesses to search the Internet for a listing of Web sites matching a
descriptive word or phrase and offer advertisers exposure to the Internet
audience. In order to attract and keep users, many of these search engines have
evolved into "portals" that deliver a vast array of content and services.
However, historically many of these search engines have not derived revenue from
click-throughs on their core content: search result listings. We believe
Internet users, online advertisers, and these search engines face the following
challenges:

         Internet users' unmet search requirements. Search engines that
determine their results using human editors can suffer from links to sites that
no longer exist ("dead links"), or that have materially changed their content.
Search engines that determine their results through automated programs can have
the same problem, and may also provide confusing listings because the titles and
descriptions have been generated by an automated process, without human review.
Additionally, in some cases, the process for assigning results to user queries
by traditional search engines may generate irrelevant results. Search engines
that use technology based on invisible or descriptive tags are prone to post
irrelevant and unassociated results because Web site operators are free to tag
their sites with irrelevant search terms to attract additional customer
attention at low cost. We believe that search engine users want the most
relevant search results, and often do not differentiate between search results
that are placed by advertisers and those that are determined by human editors or
automated programs, especially when looking for sites that sell products and
services.

         Ineffectiveness of traditional Internet advertising. Traditional
Internet advertising primarily is in the form of banner or sponsorship
advertising, which is typically priced with advertisers paying for viewers.
Advertising with portals is typically expensive and available only to relatively
large advertisers, which limits the number of Internet


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advertising opportunities. We believe the pay-per-view model does not
efficiently exploit the advertising potential and accountability of the Internet
because advertisers are paying for viewers who may not be interested in their
products or services. We believe that over time, advertisers are increasingly
shifting their online advertising expenditures toward the pay-for-performance
model, and that traditional search engines now are seeking to capture a share of
such expenditures by showing search results that are paid for by advertisers.

         Lack of convergence between effective e-commerce and search engines. We
believe that there has been increasing frustration and discontent among
consumers and businesses concerning the lack of comprehensive information
regarding offers of commercial products and services by existing Internet search
engines. Additionally, we believe that advertisers have been looking for
alternatives to traditional Internet advertising, and that traditional search
engines and other Web sites with high traffic need new sources of revenue. This
has presented a market opportunity for the FindWhat.com search engine, which
offers solutions to these three issues.



THE FINDWHAT.COM SOLUTION



THE FINDWHAT.COM SEARCH ENGINE

         Our FindWhat.com search engine is designed as an e-commerce aggregator
to improve the search experience for consumers and businesses, link advertisers
with those seeking out their products and services, and provide an additional
revenue stream to traditional search engines and other high traffic Web sites.
We view the FindWhat.com search engine as a commercial search tool for people or
businesses that are actively looking for information or for goods or services to
purchase, similar to the Yellow Pages in the offline world. While our
advertisers' listings are available at our Web site, these listings are
primarily viewed by visitors to our distribution partners' Web sites. We
distribute the listings our advertisers have placed with us to many high traffic
Web sites, including CNET's Search.com, and, through our relationship with
InfoSpace, NBCi, MetaCrawler, Dogpile, and Go2Net, along with many others.
Many of these distribution partners use other providers of search results, and
combine those results with ours to offer a search experience that can satisfy
an Internet user's query, whether it was research-based, or e-commerce-based.

         Search results from the FindWhat.com search engine are rank-ordered
through a competitive bidding process in which each advertiser's bid represents
the amount it will pay us for each visitor, or "click-through," we send. The
advertiser with the highest bid is listed first in the search results, with the
remaining advertisers appearing in descending order. Because advertisers must
pay for each click-through to their Web site, we believe that they select and
bid only on those search words or phrases which are most relevant to their
business offerings. We also employ relevancy algorithms that consist of an
automated editing program and review by our editing staff to insure that
advertisers do not bid on irrelevant keywords.

         BENEFITS FOR INTERNET USERS

         A better search result. We believe that the pay-for-performance model
delivers a better and more relevant e-commerce-oriented search result to
Internet users, because companies actively promoting and selling the desired
goods and services are positioned first in the search listings. The occurrence
of dead links is extremely rare because advertisers remove any of their listings
that are inactive to avoid paying for traffic they cannot use. Our advertisers
write their own titles and descriptions, which are reviewed by our editors, so
that Internet users know what they will find at a particular site, and do not
waste time visiting sites that do not satisfy their query.

         A robust database. In the three months ended December 31, 2001, the
FindWhat.com search engine listed paid results from more than 15,300 active
accounts of Web site publishers and their advertising agencies, which had placed
millions of bids for search listings.

         Accessibility. Through our distribution partnerships, the FindWhat.com
database has wide accessibility for online users. This gives millions of users
the opportunity to access the millions of bid-for-position search result
listings within FindWhat.com's database without having to go through the
FindWhat.com Web site.

         BENEFITS TO ADVERTISERS

         Delivery of the target market. The FindWhat.com pay-for-performance
search engine enables marketers to target their message directly at the
prospects who are shopping for products or services in their category. Our


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advertisers accomplish this precise targeting of qualified prospects by bidding
to reach Internet users who have typed in or clicked on keywords or phrases that
relate to the advertisers' product and service offerings.

         Widespread Distribution. By bidding highly for keywords or phrases on
our search engine, an advertiser's listings will appear on the search engines of
our distribution partners, including CNET's Search.com, and, through our
relationship with InfoSpace, NBCi, MetaCrawler, Dogpile, and Go2Net, along
with many others. As we increase the distribution of our advertisers' listings,
they have the opportunity to get their messages to a greater percentage of
Internet users, and to receive additional qualified visitors to their Web sites.

         Control. The advertiser maintains control over their listings in the
FindWhat.com search results. Our clients can access their account and change or
edit their company or product description at any time. We believe this
capability is particularly useful to advertisers when they are running
promotions or are featuring certain seasonal or holiday items or services.

         Ease of use. The FindWhat.com search engine advertiser interface is
easy to access and use. Advertisers can establish an account directly online
with no human intervention, or they can access a customer service representative
via e-mail or a toll-free number. Through FindWhat.com's Listing Management
Center, advertisers can manage their accounts themselves, 24 hours a day, seven
days a week.

         Reasonable start-up costs. Barriers to opening an account with the
FindWhat.com search engine are low. Any company with a Web site can utilize the
FindWhat.com search engine. Participation in the system requires a minimum bid
deposit of $25. The account is then charged for each visitor who clicks through
to the bidder's Web site. The minimum starting bid for a click-through on a
specific keyword is $0.01.

         Efficiency, accountability, and evaluation. The FindWhat.com search
engine brings efficiency and accountability to the purchase of Internet
advertising and addresses what we believe is the most common objection marketers
have when considering any advertising expenditure - knowing what they are
getting for their money. Advertisers can pick all of the keywords that are
relevant to their business, as verified by our editors. With our open automated
bidding system, advertisers can judge the value of paying for a premium
position. The Listing Management Center shows advertisers what their competition
is bidding for any specific keyword, and allows them to make competing bids. The
bidding for key words is automated in real time, so that results are
instantaneous. Through the Listing Management Center, advertisers can control
and track these bids, the placement of their listings, their total expenditures,
and their cost per visitor, all in a real-time environment. As a result,
advertisers can easily determine and work to improve the return on their
advertising investment with FindWhat.com.

         Pay for performance only. With the FindWhat.com search engine,
advertisers are confident that they are not wasting their advertising dollars
because they pay only for the prospects which come to their sites. We believe
the pay-per-click model delivers exactly the type of accountability advertisers
are seeking from their online marketing campaigns.

         BENEFITS TO TRADITIONAL SEARCH ENGINES AND OTHER HIGH TRAFFIC WEB SITES

         More varied search results. Historically, many search engines used
automated programs (often called "spiders") or human editors to determine their
search results. By including listings from FindWhat.com, these search engines
add highly relevant results for consumer- and business-oriented queries that
they might not have shown otherwise.

         Opportunity to earn additional revenue. Most search result listings
derived from automated programs or human editors do not generate revenue when a
user clicks on them. By including FindWhat.com's listings, these search engines
can earn revenue from search result listings. Because most Internet users do a
search when they are ready to leave a Web site, sites with high traffic that
offer FindWhat.com's search result listings can earn incremental revenue from
those users as they leave.



BEFIRST.COM RANKPRO

         Another performance-based service we offer to meet the needs of
Internet e-commerce businesses is our BeFirst.com RankPro service, known as
"search engine optimization," which assists Web sites to achieve placement in
search results on over 300 third-party search engines. The purpose of our
BeFirst.com service is to increase the volume of traffic relevant to each
client's business by enhancing the probability that our clients' Web sites will
appear in search results served in response to a consumer's inquiry on a
particular keyword, as well as being placed


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higher in the ranking in such search results.

         In providing search engine optimization services, our technical staff
analyzes the client's Web site, including its main goals and objectives. We then
focus on enhancing the probability that the Web site will appear in a list of
results in response to a consumer's inquiry on a number of popular search
engines.

         The goal is a higher ranking on the search results list. The methods we
use for a particular client might include providing suggestions as to how source
codes in a client's Web site should be restructured or modified to increase
relevancy rankings. Additionally, we may create a new Web site consisting of the
client's desired promotional information which we submit to search engines. When
a user clicks on a listing based on the Web site created by us, the user is
automatically forwarded to the client's main Web site.

         We believe that our BeFirst.com RankPro search engine optimization
service is unique because each client's objectives are assessed on an individual
basis, generating customized programs in an industry where standard "one size
fits all" models typically prevail. Moreover, our BeFirst.com RankPro service
seeks to optimize a client's site on up to 300 search engines, directories and
online yellow pages, while other search optimization services generally limit
their optimization techniques to a smaller number of search engines. Our largest
BeFirst.com RankPro client is eBay, and a significant portion of our BeFirst.com
RankPro service revenue has been derived from eBay. As a result, our RankPro
net sales are concentrated and this customer accounted for approximately 25%,
45%, and 50% of our BeFirst.com RankPro service revenue in 1999, 2000, and 2001,
respectively. We expect that we will continue to be dependent upon this customer
for a significant portion of our BeFirst.com RankPro service revenue in the
future. Our BeFirst.com RankPro service revenue accounted for approximately
100%, 20%, and 5% of our total revenue in 1999, 2000, and 2001, respectively.



STRATEGY

         INCREASE NUMBER OF ADVERTISERS

         Many of our advertisers learn of our services by seeing our name online
at other search engines or on sites that provide marketing resources to Internet
businesses. Additionally, we recruit advertisers to utilize our services through
direct sales efforts. Our sales staff targets e-commerce businesses and
advertisers who they locate through online and offline research. Our sales staff
usually contacts potential advertisers directly, utilizing telemarketing and
e-mail. We also attend trade shows in which we believe potential advertisers
will be exposed to our services. We believe the ease of our account sign-up
process, along with our intuitive account management system, help to convince
advertisers to sign-up for our services.

         INCREASE TRAFFIC THROUGH DISTRIBUTION PARTNERSHIPS

         Our online distribution partnerships enable us to link our advertisers
to consumers who may not otherwise use the FindWhat.com search engine. We have
agreements with CNET's Search.com, and InfoSpace's MetaCrawler and Dogpile and
other search engines and high traffic Web sites to include our search listings
on their Web sites. We plan to continue to develop distribution partnerships
with additional high traffic sites, as well as trying to improve our
relationships with our existing distribution partners. Distribution partners
generate revenue primarily through receiving a percentage of our revenue from
paid click-throughs from these sites as a commission, thereby increasing the
likelihood that our results will be prominently displayed on our distribution
partners' Web sites.

         INCREASE REVENUE AND CASH FLOW

         Our objective is to expand advertiser participation and increase
business and consumer click-throughs on our FindWhat.com search engine listings.
We believe that if we build a solid foundation of active bidders competing for
click-throughs, we will stimulate growth which should increase the efficiency of
our FindWhat.com service. A large and active base of advertisers will enable us
to generate more relevant search results for users of our own site and our
distribution partners' sites, which in turn should increase the number of
consumers and businesses clicking through on bidded results. In turn, as we
increase our distribution partner network and increase potential exposure to
Internet users, more and more advertisers should be willing to bid for listings
on our search engine. We also seek to increase awareness and revenues from our
BeFirst.com RankPro service.


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SALES & MARKETING

         Our sales and marketing efforts are coordinated out of our New York
City and Ft. Myers, FL offices. As of December 31, 2001, we employed 10
full-time sales representatives and five full-time business development
personnel. All of our representatives are compensated with salaries and/or
commissions. Our representatives report to supervisors and have direct
communication with our Chief Operating Officer, who oversees our sales and
marketing efforts. Most of our paid click-throughs come from searches done on
our distribution partners' Web sites, and, as a result, we do not spend any
marketing efforts to attract Internet users to utilize our search engine at
www.FindWhat.com. We do have relationships with third parties to attract online
businesses to our Web site in order to encourage them to open a FindWhat.com
account and bid on search terms in our search engine.

         ADVERTISERS

         FindWhat.com search engine

         We believe businesses that become FindWhat.com search engine
advertisers are those who are particularly interested in taking advantage of the
growth of e-commerce by driving motivated consumers and businesses to their Web
sites. Our program to attract advertising clients includes:

            -     Direct sales: Our sales staff targets companies with highly
                  visible Web-based promotional programs and advertisers who are
                  using competitive services.

            -     Online promotion: Our online promotional program includes
                  banner advertisements and preferred placement on search
                  engines.

            -     Trade Shows: We participate and sponsor industry trade shows.
                  We intend to participate in additional trade shows that
                  attract potential advertisers and distribution partners
                  throughout the year.

            -     Customer service: To eliminate any perceived barriers to doing
                  business with us, we attempt to deliver excellent customer
                  service. We believe that superior customer service adds an
                  extra level of value to our advertisers.

         BeFirst.com

         To obtain advertising clients for our BeFirst.com RankPro service, our
sales force uses direct phone and Internet selling to a target client list
culled from the large number of advertisers using our FindWhat.com service, and
entering into arrangements with third parties to offer the RankPro service to
their clients, along with placing advertisements on other search service Web
sites. We anticipate that we will hire additional sales staff in order to
increase the direct queries made to potential clients. We also may retain
additional personnel or hire third party contractors to assist in data entry and
technical aspects of our service so that we may service an increased client
base.



REVENUE MODEL

         We generate revenue from:

              -   paid click-throughs on the FindWhat.com search engine,

              -   banner advertising on the FindWhat.com search results pages,

              -   set-up fees on our BeFirst.com RankPro service, and

              -   click-through and subscription fees from our BeFirst.com
                  RankPro service.


         FindWhat.com search listing paid click-throughs. Our FindWhat.com
search listing paid click-through revenue is determined by multiplying the
number of click-throughs on paid search results by the amounts bid for
applicable keywords. Click-through revenue is earned based on click-through
activity to the extent that the advertiser has deposited sufficient funds with
us or collection is probable.


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         FindWhat.com banner advertising. Our banner advertising revenue, which
comprised less than 1% of our 2001 revenue, is generated primarily by third
parties that sell banner advertising for our FindWhat.com site on our behalf.

         BeFirst.com RankPro set-up fees. We charge each new client a one-time
fee for the search engine optimization and service to be performed by us for
that client.

         BeFirst.com RankPro click-through fees. Click-through rates and
subscription fees are negotiated and generally vary based on the client's
industry and the frequency with which words or phrases related to that industry
are searched. The negotiated click-through rate or subscription fee is applied
to the actual number of Internet users clicking on, or subscribing as a result
of, the various search engine placements established by the BeFirst.com RankPro
service on behalf of a client.



CUSTOMERS

         The FindWhat.com search engine had more than 15,300 active advertiser
accounts as of December 31, 2001. Active advertiser accounts are accounts that
had activity during our most recent fiscal quarter, although there are thousands
of accounts that are inactive each quarter, which, due to seasonality or other
factors, may become active again in the future. With an open automated bidding
system, advertisers can judge the value to their company of paying for a premium
position in our search result listings. By logging onto their Listing Management
Center account, they can see exactly what their competition is bidding for
particular keywords and can outbid them, if they like. The auction is automated
in real-time, so results are instantaneous.


COMPETITION

         FindWhat.com

         We compete with portals, pure search engines, and pay-for-performance
search engines.

<TABLE>

<S>                                                                       <C>
    -    Portals
              - Yahoo!                - AOL                  - MSN                  - iWon
              - Lycos                 - Excite               - About                - Go.com/Disney

    -    Pure search engines
              - Google                        - AltaVista                  - LookSmart
              - DirectHit                     - HotBot                     - WebCrawler

    -    Pay-for-performance search engines
              - Overture                                    - Bay9
              - Sprinks                                     - Kanoodle
</TABLE>


         In addition, other companies may offer directly competing services in
the future. Most providers of Web directories, search engines and information
services offer additional features and content that we have elected not to
offer. We also compete with traditional off-line media such as television, radio
and print for a share of advertising budgets.

         BeFirst.com RankPro

         We compete on the basis of our ability to anticipate changes in search
engine technologies. We also seek to optimize our client's Web sites for up to
300 search engines, directories and on-line "yellow pages," while we believe
that our competitors typically focus on only the top 10 search engines.

         Since the advent of search engine optimization services on the
Internet, the number of companies offering such services has proliferated due
to, among other reasons, the absence of substantial barriers to entry. This
competition may continue to intensify. Such increased competition may lead to
reductions in market prices for search engine optimization marketing and sales.


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         While we do not believe that any one competitor or group of competitors
is dominant in the search engine optimization business, our principal
competitors are:

            -     Did-it.com
            -     WebsiteResult.com

         Most of our current and potential competitors for our FindWhat.com
search engine and our BeFirst.com service have longer operating histories,
larger customer bases, greater brand recognition and significantly greater
financial, marketing and other resources than we have. These competitors may be
able to respond more quickly to new or emerging technologies and changes in
search engine requirements and to devote greater resources to the development,
promotion and sale of their services than we can. Accordingly, we may not be
able to compete successfully against our current or future competitors.



TECHNOLOGY AND OPERATIONS

         We believe high traffic Internet search engines, especially those that
distribute their results to third-party Web sites, require a fast, reliable and
secure infrastructure that can be easily expanded to maintain acceptable
response times under the stress of growth. However, most new companies operate
under considerable resource constraints that usually hinder the construction of
networks that are fast, reliable and secure. We believe that while we have
operated under the constraints of a new company, we have managed to create an
infrastructure that provides us with a platform from which to grow our business.

         We believe our current infrastructure and operating environment are
suitably sized and designed to give searchers, advertisers, and distribution
partners a positive feeling about their interaction with the FindWhat.com site.
The physical components of our infrastructure are comprised of equipment made by
industry-leading manufacturers including Cisco and Intel. The software being
used to power the FindWhat.com site is a combination of industry standard
commercial software and our internally developed proprietary software. We
believe that given the solid mix of industry standard equipment and software we
are positioned to sustain the effects of considerable growth.

         In February 2000 we introduced a new technology called F.A.S.T.
(FindWhat Advanced Search Technology.) F.A.S.T. is designed to read most simple
plain English queries and, utilizing programmed intelligence, deliver relevant
search results from the FindWhat.com proprietary database. F.A.S.T. was
implemented to deliver more refined search results to FindWhat.com users and to
give FindWhat.com advertisers more site traffic. F.A.S.T. processes what the
Findwhat.com user queries, then interprets the query based on intelligence
programmed into the FindWhat.com system. F.A.S.T. interprets the query by
comparing it to keywords purchased by advertisers and delivers what we believe
will be a relevant outcome for the user.

         Early in our development, we placed a firewall between the outside
world and our service. As currently configured, our firewall provides the
ability to block out any traffic that is not required to operate the
FindWhat.com Web service.

INTELLECTUAL PROPERTY

         We have pending United States federal applications with the Patent and
Trademark Office for the marks F.A.S.T.(SM), BID FOR POSITION(SM), and PAY FOR
PLACEMENT(SM), as well as Federal Registrations for FINDWHAT.COM(R), BEFIRST(R),
BE1ST(R), and FIND WHAT YOU'RE LOOKING FOR(R). In addition, we use and have
common law rights in the mark "FindWhat Advanced Search Technology." In February
2000, we filed a patent application for our FindWhat.com search engine with the
U.S. Patent and Trademark Office. In December 2001, we filed an additional
patent application covering evolution of our business model. These applications
are currently pending.

         While we rely on trade secrets and confidentiality provisions to
protect our intellectual property, we also use standard licenses contained in
software we use, such as software supplied by Microsoft, in offering our
FindWhat.com search engine, and software licenses for the online tracking
information for our BeFirst SearchPro service.

         We are not dependent on any third-party technology or service mark
licenses in connection with our search engine optimization business. However, we
do rely upon common law trade secrets, proprietary technology and
confidentiality principles to protect our intellectual property rights.


                                       9
<PAGE>

         Our principal competitor, Overture Services, Inc. purports to be the
owner of U.S. Patent No. 6,269,361, which was issued on July 31, 2001 and is
entitled "System and method for influencing a position on a search result list
generated by a computer network search engine." Additionally, Overture Services
has announced it acquired an issued patent that may apply to our current
bid-for-position business model. Overture Services has advised us that they
believe our current bid-for-position business model infringes their patents;
however, we believe that we do not infringe any valid and enforceable claim of
the patents. On January 17, 2002, we filed a complaint to challenge the '361
patent in the District Court for the Southern District of New York. Subsequently
Overture commenced litigation against us in the District Court for the Central
District of California in Los Angeles, alleging that we are infringing the '361
patent. See Business Risks "Our principal competitor may have patent rights
which could prevent us from operating our FindWhat.com search engine in its
present form."


REGULATIONS

         We are not currently subject to direct regulation by any government
agency, other than regulations applicable to businesses generally, and there are
currently few laws or regulations directly applicable to access to, or commerce
on, the Internet. However, due to the increasing popularity and use of the
Internet, it is possible that various laws and regulations may be adopted with
respect to the Internet, covering issues such as taxation, user privacy and
characteristics and quality of products and services. In 1998, the United States
Congress established the Advisory Committee on Electronic Commerce which is
charged with investigating and making recommendations to Congress regarding the
taxation of sales by means of the Internet. The adoption of any such laws or
regulations upon the recommendation of this Advisory Committee or otherwise may
decrease the growth of the Internet, which could in turn decrease the demand for
our products or services, increase our cost of doing business or otherwise
have an adverse effect on our business, prospects, financial condition, or
results of operations. Moreover, the applicability to the Internet of existing
laws governing issues, such as property ownership, libel and personal privacy is
uncertain. Future federal or state legislation or regulations could have a
material adverse effect on our business, prospects, financial conditions and
results of operations.



EMPLOYEES

         As of December 31, 2001, we had approximately 74 employees, including
our executive officers. We had approximately 15 employees in sales and
marketing, 5 in technical, 37 in customer service, 6 in administration and 5
administrative executive officers, in addition to 6 employees who provide our
BeFirst.com service. In addition, WPI Advertising, an affiliate of one of our
executive officers, supplies us with certain services, including office space
and additional staff support.

BUSINESS RISKS

         The Company desires to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995. The following factors
have affected or could affect the Company's actual results and could cause such
results to differ materially from those expressed in any forward-looking
statements made by the Company. Investors should consider carefully the
following risks and speculative factors inherent in and affecting the business
of the Company and an investment in the Company's common stock. Factors that
might cause such a difference include, but are not limited to, those discussed
below.

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED OPERATING
HISTORY AND HAVE ONLY RECENTLY LAUNCHED OUR FINDWHAT.COM SEARCH ENGINE.

         We began offering search engine optimization marketing services through
our BeFirst.com service in March 1998, and in September 1999 we commercially
launched FindWhat.com, our bid-for-position search engine. Accordingly, we have
a limited relevant operating history upon which an investor can make an
evaluation of the likelihood of our success. An investor in our securities must
consider the uncertainties, expenses, and difficulties frequently encountered by
companies such as ours that are in the early stages of development. An investor
should consider the likelihood of our future success to be highly speculative in
light of our limited operating history, as well as the problems, limited
resources, expenses, risks, and complications frequently encountered by
similarly situated


                                       10
<PAGE>

companies in the early stages of development, particularly companies in new and
rapidly evolving markets, such as e-commerce. To address these risks, we must,
among other things:

-     maintain and increase our client base;

-     implement and successfully execute our business and marketing strategy;

-     continue to develop and upgrade our technology;

-     continually update and improve our service offerings and features;

-     provide superior customer service;

-     respond to industry and competitive developments; and

-     attract, retain and motivate qualified personnel.

We may not be successful in addressing these risks. If we are unable to do so,
our business, prospects, financial condition and results of operations would be
materially and adversely affected.

WE HAVE LIMITED MARKETING EXPERIENCE; THE SUCCESS OF OUR FINDWHAT.COM SEARCH
ENGINE IS DEPENDENT UPON OUR ABILITY TO ESTABLISH ONLINE MARKETING
RELATIONSHIPS.

         We have limited marketing experience and limited financial, personnel
and other resources to undertake extensive marketing activities. Our ability to
generate revenue from our FindWhat.com search engine is dependent upon our
ability to attract advertisers and generate traffic to our advertisers' Web
sites. If we are unable to enter into additional agreements to generate
significant traffic to our advertisers' Web sites on commercially acceptable
terms, or are unable to implement successfully current agreements which drive
traffic to our advertisers' Web sites, it could have a material adverse effect
on our business, prospects, financial condition and results of operations.

OUR PRINCIPAL COMPETITOR MAY HAVE PATENT RIGHTS WHICH COULD PREVENT US FROM
OPERATING OUR FINDWHAT.COM SEARCH ENGINE IN ITS PRESENT FORM.

         Our principal competitor, Overture Services, Inc. purports to be the
owner of U.S. Patent No. 6,269,361, which was issued on July 31, 2001 and is
entitled "System and method for influencing a position on a search result list
generated by a computer network search engine." Additionally, Overture Services
has announced it acquired an issued patent that may apply to our current
bid-for-position business model. Overture Services has advised us that they
believe our current bid-for-position business model infringes their patents;
however, we believe that we do not infringe any valid and enforceable claim of
the patents. On January 17, 2002, we filed a complaint to challenge the `361
patent in the District Court for the Southern District of New York. Subsequently
Overture commenced litigation against us in the District Court for the Central
District of California in Los Angeles, alleging that we are infringing the `361
patent. Our patent litigation with Overture Services may be time-consuming,
expensive, and result in the diversion of our time and attention. Accordingly,
such patent litigation could negatively impact our business, even if we prevail.
If it is determined that our bid-for-position business model infringes one or
more valid and enforceable claims of the patents held by Overture Services, our
business, prospects, financial condition and results of operations could be
materially and adversely affected and we could be subject to damages and forced
to obtain a license from Overture Services or revise our business model. We can
offer no assurance that a license would be available on acceptable terms or at
all, or that we will be able to revise our business model economically,
efficiently or at all.

WE PARTIALLY DEPEND ON THIRD PARTIES FOR CERTAIN SOFTWARE AND INTERNET SERVICES
FOR OUR FINDWHAT.COM SEARCH ENGINE.

         We partially depend on third-party software to operate our FindWhat.com
search engine. Although we believe that several alternative sources for this
software are available, any failure to obtain and maintain the rights to use
such software would have a material adverse effect on our business, prospects,
financial condition and results of operations. We also are dependent upon third
parties to provide Internet services to allow us to connect to the Internet with



                                       11
<PAGE>

sufficient capacity and bandwidth so that our FindWhat.com search engine can
function properly and our FindWhat.com Web site can handle current and
anticipated traffic. We currently have contracts with Sprint, UUNet, and KMC
Telecom for these services. Any restrictions or interruption in our connection
to the Internet would have a material adverse effect on our business, prospects,
financial condition and results of operations.

WE RELY ON INTERNALLY DEVELOPED SYSTEMS WHICH MAY PUT US AT A COMPETITIVE
DISADVANTAGE.

         We use internally developed systems for a portion of our search engine
request processing software. We developed these systems primarily to increase
the number of appropriate search results for each search request made on our Web
site and for customer service. A significant amount of manual effort may be
required to update these systems if our competitors develop superior search
methods. This manual effort is time-consuming and costly and may place us at a
competitive disadvantage when compared to competitors with more efficient
systems. We intend to upgrade and expand our search request processing systems
and to integrate newly-developed and purchased modules with our existing systems
in order to improve the efficiency of our search methods and support increased
transaction volume, although we are unable to predict whether these upgrades
will improve our competitive position when compared to our competitors.

OUR MANAGEMENT TEAM IS RELATIVELY NEW; MANY OF OUR EMPLOYEES HAVE RECENTLY
JOINED US AND MUST BE INTEGRATED INTO OUR OPERATIONS.

         Some of our officers have no prior senior management experience in
public companies. In three years we have grown to approximately 74 employees;
our new employees include a number of key managerial, technical, financial,
marketing and operations personnel who have not yet been fully integrated into
our operations; and we expect to add additional key personnel in the near
future. Our failure to fully integrate our new employees into our operations
could have a material adverse effect on our business, prospects, financial
condition and results of operations.

WE MAY HAVE DIFFICULTY ATTRACTING AND RETAINING QUALIFIED, HIGHLY SKILLED
PERSONNEL.

         We expect the expansion of our business to place a significant strain
on our limited managerial, operational and financial resources. We will be
required to expand our operational and financial systems significantly and to
expand, train and manage our work force in order to manage the expansion of our
operations. We will need to attract and retain highly qualified, technical
personnel in order to maintain and update our products and services and meet our
business objectives. Competition for such personnel is intense. We may not be
successful in attracting and retaining such qualified technical personnel on a
timely basis, on competitive terms, or at all. If we are unable to attract and
retain the necessary technical personnel, it would have a material and adverse
effect on our business, prospects, financial condition and results of
operations.

CURRENT CAPACITY CONSTRAINTS MAY REQUIRE US TO EXPAND OUR NETWORK INFRASTRUCTURE
AND CUSTOMER SUPPORT CAPABILITIES.

         Our ability to provide high-quality customer service largely depends on
the efficient and uninterrupted operation of our computer and communications
systems in order to accommodate any significant increases in the numbers of
advertisers using our services and the search queries and paid click-throughs we
receive. We believe we will be required to expand our network infrastructure and
customer support capabilities to support an anticipated expanded number of
search queries and paid click-throughs. Any such expansion will require us to
make significant upfront expenditures for servers, routers, computer equipment
and additional Internet and intranet equipment and to increase bandwidth for
Internet connectivity. Any such expansion or enhancement will need to be
completed and integrated without system disruptions. Failure to expand our
network infrastructure or customer service capabilities either internally or
through third parties, if and when necessary, would materially adversely affect
our business, prospects, financial condition and results of operations.

OUR TECHNICAL SYSTEMS ARE VULNERABLE TO INTERRUPTION AND DAMAGE.

         A disaster could interrupt our services for an indeterminate length of
time and severely damage our business, prospects, financial condition and
results of operations. Our systems and operations are vulnerable to damage or
interruption from fire, floods, power loss, telecommunications failures,
break-ins, sabotage, computer viruses,


                                       12
<PAGE>

penetration of our network by unauthorized computer users and "hackers" and
similar events. The occurrence of a natural disaster or unanticipated problems
at our technical operations facility could cause material interruptions or
delays in our business, loss of data or render us unable to provide services to
customers. Failure to provide the data communications capacity we require, as a
result of human error, natural disaster or other operational disruptions could
cause interruptions in our service and Web sites. The occurrence of any or all
of these events could adversely affect our business, prospects, financial
condition and results of operations.

WE MAY BE UNABLE TO OBTAIN THE INTERNET DOMAIN NAMES THAT WE HOPE TO USE.

         The Internet domain name we are using for our search engine Web site is
"FindWhat.com." We believe that this domain name is an extremely important part
of our business. We may desire, or it may be necessary in the future, to use
other domain names in the United States and abroad. Governmental authorities in
different countries may establish additional top-level domains, appoint
additional domain name registrars or modify the requirements for holding domain
names. These new domains may allow combinations and similar domain names that
may be confusingly similar to our own. Also, we may be unable to acquire or
maintain desired and relevant domain names in all countries in which we will
conduct business. In addition, there are other substantially similar domain
names which are registered by companies which may compete with us. There can be
no assurance that potential users and advertisers will not confuse our domain
name with other similar domain names. If that confusion occurs,

-     we may lose business to a competitor,

-     have to adjust our advertising rates and service fees accordingly, and

-     some users of our services may have negative experiences with other
      companies on their Web sites that those users erroneously associate with
      us.

WE MAY BE UNABLE TO PROMOTE AND MAINTAIN OUR BRANDS.

         We believe that establishing and maintaining the brand identities of
our services is a critical aspect of attracting and expanding a large client
base. Promotion and enhancement of our brands will depend largely on our success
in continuing to provide high quality service. If businesses do not perceive our
existing services to be of high quality, or if we introduce new services or
enter into new business ventures that are not favorably received by businesses,
we will risk diluting our brand identities and decreasing their attractiveness
to existing and potential customers.

         In order to attract and retain customers and to promote and maintain
brands in response to competitive pressures, we may also have to increase
substantially our financial commitment to creating and maintaining a distinct
brand loyalty among our customers. If we incur significant expenses in an
attempt to improve our services or to promote and maintain our brands, our
business, prospects, financial condition and results of operations could be
materially adversely affected. Moreover, any brand identities we establish may
be diluted as a result of any inability to protect our service marks or domain
names, which could have a material adverse effect on our business, prospects,
financial condition and results of operations.

OUR INTELLECTUAL PROPERTY RIGHTS MAY NOT BE PROTECTABLE OR OF SIGNIFICANT VALUE
IN THE FUTURE.

         We depend upon confidentiality agreements with certain of our
employees, consultants and subcontractors to maintain the proprietary nature of
our technology. These measures may not afford us sufficient or complete
protection, and others may independently develop know-how and services similar
to ours, otherwise avoid our confidentiality agreements or produce patents and
copyrights that would materially and adversely affect our business, prospects,
financial condition, and results of operations.

         Legal standards relating to the validity, enforceability and scope of
protection of certain intellectual property rights in Internet-related
industries are uncertain and still evolving. The steps we take to protect our
intellectual property rights may not be adequate to protect our future
intellectual property. Third parties may also infringe or misappropriate any
copyrights, trademarks, service marks, trade dress and other proprietary rights
we may have. Any


                                       13
<PAGE>


such infringement or misappropriation could have a material adverse effect on
our business, prospects, financial condition and results of operations.

         We own a federal service mark registration for "Be1st(R)",
"BeFirst(R)", "Find What You're Looking For(R)" and "FindWhat.com(R)".
If other companies also claim the words "Be1st", "BeFirst", "Find What You're
Looking For" or "FindWhat.com", we may be required to become involved in
litigation or incur additional expense. Effective service mark, copyright and
trade secret protection may not be available in every country in which our
services are distributed or made available through the Internet.

         The process and technology we use to operate the FindWhat.com search
engine is critical to the success of our business. In February 2000, we filed a
patent application for our FindWhat.com search engine with the United States
Patent and Trademark Office. In December 2001, we filed an additional patent
application covering evolution of our business model. These applications are
currently pending. Our patent applications may be rejected and we may be unable
to prevent third parties from infringing on our proprietary rights. Further, our
principal competitor has been granted a patent which may cover our business
model and has acquired an issued patent that may be applicable to our business
model. See "Our principal competitor may have patent rights which could prevent
us from operating our FindWhat.com search engine in its present form."

         In addition, the relationship between regulations governing domain
names and laws protecting trademarks and similar proprietary rights is unclear.
We may be unable to prevent third parties from acquiring domain names that are
similar to, infringe upon or otherwise decrease the value of our trademarks and
other proprietary rights, which may result in the dilution of the brand identity
of our services. See "We may be unable to promote and maintain our brands."

         Our current and future business activities may infringe upon the
proprietary rights of others, and third parties may assert infringement claims
against us. Any such claims and resulting litigation could subject us to
significant liability for damages and could result in the invalidation of our
proprietary rights. Even if not meritorious, such claims could be
time-consuming, expensive to defend and could result in the diversion of our
management's time and attention. In addition, this diversion of managerial
resources could have a material adverse effect on our business, prospects,
financial condition and results of operations.

PROVIDERS OF INTERNET SEARCH ENGINES COULD ACT TO IMPEDE THE OPERATION OF OUR
BEFIRST SERVICE.

         The success of our BeFirst service depends on our ability to stay
current with changes in search engine technologies. The providers of Internet
search engines could alter the configuration of their search engines in new ways
to make it more difficult for providers of optimization services to modify their
systems to accommodate rapid changes in search engine technology. Our
proprietary software programs track the historical patterns of change in the
search engine technologies of various providers of Internet search engines. If
these providers were to alter significantly and continually these historical
patterns, and our software was unable to track effectively these changes, our
ability to provide this service could be materially and adversely affected. The
inability to provide this service could materially adversely affect our
business, prospects, financial condition and results of operations.

WE DEPEND ON THE EFFORTS OF OUR KEY PERSONNEL.

         Our success is substantially dependent on the performance of our senior
management and key technical personnel. In particular, our success depends
substantially on the continued efforts of Craig A. Pisaris-Henderson, our Chief
Executive Officer and President, and Phillip R. Thune, our Chief Operating
Officer and Chief Financial Officer. Currently, we do not have key person life
insurance on Messrs. Pisaris-Henderson or Thune and we may be unable to obtain
such insurance in the near future due to high cost or other reasons. We believe
that the loss of the services of any of our executive officers or other key
employees could have a material adverse effect on our business, prospects,
financial condition and results of operations.

OUR CHARTER DOCUMENTS LIMIT THE LIABILITY OF OUR DIRECTORS AND OFFICERS.

         Our articles of incorporation contain provisions which limit the
personal liability of our directors and officers for monetary damages arising
from a breach of their fiduciary duties as directors or officers. In addition,
our by-laws require us to indemnify any person who is or was involved in any
manner, or who is threatened to be involved, in any


                                       14
<PAGE>

pending or completed action or proceeding, including a derivative action brought
by us or in our name, by reason of the fact that such person is or was a
director, officer, employee or agent of ours, or was serving at our request as
an officer, director, employee or agent of another entity, enterprise or
employee benefit plan, against all liabilities and expenses actually and
reasonably incurred by such person in connection with any such action or
proceeding.

OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE ADDITIONAL SHARES OF STOCK.

         We are authorized to issue up to 50,000,000 shares of common stock
which may be issued by our board of directors for such consideration as they may
consider sufficient without seeking stockholder approval. The issuance of
additional shares of common stock in the future will reduce the proportionate
ownership and voting power of current stockholders.

         Our Articles of Incorporation also authorize us to issue up to 500,000
shares of preferred stock, the rights and preferences of which may be designated
by our board of directors. These designations may be made without stockholder
approval. The designation and issuance of preferred stock in the future could
create additional securities which would have dividend and liquidation
preferences prior in right to the outstanding shares of common stock. These
provisions could also impede a non-negotiated change in control.

WE DO NOT INTEND TO PAY FUTURE CASH DIVIDENDS.

         We currently do not anticipate paying cash dividends on our common
stock at any time in the near future. We may never pay cash dividends or
distributions on our common stock. Any credit agreements which we may enter into
with institutional lenders may restrict our ability to pay dividends. Whether we
pay cash dividends in the future will be at the discretion of our board of
directors and will be dependent upon our financial condition, results of
operations, capital requirements and any other factors that the board of
directors decides is relevant.

THE MARKET PRICE OF OUR SECURITIES MAY BE VOLATILE.

         From time to time the market price of our common stock may experience
significant volatility. Our quarterly results, failure to meet analysts'
expectations, patents issued or not issued to us or our competitors,
announcements by us or our competitors regarding acquisitions or dispositions,
loss of existing clients, new procedures or technology, litigation, sales of
substantial amounts of our common stock, including shares issued upon the
exercise of outstanding options or warrants, changes in general conditions in
the economy and general market conditions could cause the market price of the
common stock to fluctuate substantially. In addition, the stock market has
experienced significant price and volume fluctuations that have particularly
affected the trading prices of equity securities of many technology and Internet
companies. Frequently, these price and volume fluctuations have been unrelated
to the operating performance of the affected companies. In the past, following
periods of volatility in the market price of a company's securities, securities
class action litigation has often been instituted against such a company. This
type of litigation, regardless of the outcome, could result in substantial costs
and a diversion of management's attention and resources, which could materially
adversely affect our business, prospects, financial condition and results of
operations.

SIGNIFICANT ADDITIONAL DILUTION WILL OCCUR IF OUTSTANDING OPTIONS AND WARRANTS
ARE EXERCISED.

         As of December 31, 2001 we also have outstanding stock options under
our 1999 Stock Incentive Plan to purchase approximately 2.8 million shares of
common stock at a weighted average exercise price of $2.11 and warrants and
non-plan options to purchase approximately 2.6 million shares of common stock at
a weighted average exercise price of $3.31 per share. To the extent these
options or warrants are exercised, our stockholders will experience further
dilution. In addition, in the event that any future financing should be in the
form of, be convertible into, or exchangeable for, equity securities, and upon
the exercise of options and warrants, investors may experience additional
dilution.

WE FACE SUBSTANTIAL AND INCREASING COMPETITION.

         We may face increased pricing pressure for the sale of paid listings,
advertisements and direct marketing opportunities, which could materially
adversely affect our business, prospects, financial condition and results of
operations. Our competitors may have or obtain certain intellectual property
rights which may interfere or prevent


                                       15
<PAGE>

the use of our bid-for-position business model. The market for Internet-based
marketing services is relatively new, intensely competitive and rapidly
changing. Since the advent of search engine optimization services on the
Internet, the number of companies offering services similar to our BeFirst.com
service has proliferated due to, among other reasons, the absence of substantial
barriers to entry. This competition may further continue to intensify. Such
increased competition may lead to reductions in market prices for search engine
optimization marketing and sales. Our principal competitor in the
bid-for-position search engine aspect of our business is Overture Services. We
also compete against providers of Web directories and search and information
services, such as those provided by America Online, Yahoo and Alta Vista. Our
principal competitors in our BeFirst.com search engine optimization business are
Did-it.com and WebsiteResults.com, each of which may have a longer operating
history, a larger customer base, greater brand recognition and may have greater
financial, marketing and other resources than we have.

         Additionally, in pursuing acquisition opportunities we may compete with
other companies with similar growth strategies, certain of which may be larger
and have greater financial and other resources than we have. Competition for
these acquisition targets will likely also result in increased prices of
acquisition targets and a diminished pool of companies available for
acquisition.

         We have filed for two patents and have only a limited amount of other
proprietary technology that would preclude or inhibit competitors from entering
the paid listings market or the search engine optimization and submission
markets. Therefore, we must rely on the skill of our personnel and the quality
of our client service. The costs to develop and provide e-commerce services are
relatively low. Therefore, we expect that we will continually face additional
competition from new entrants into the market in the future, and we are subject
to the risk that our employees may leave us and may start competing businesses,
notwithstanding non-competition agreements. The emergence of these enterprises
could have a material adverse effect on our business, prospects, financial
condition and results of operations.

WE MAY NOT BE ABLE TO ADAPT AS THE INTERNET, ELECTRONIC COMMERCE, INTERNET
ADVERTISING AND CUSTOMER DEMANDS CONTINUE TO EVOLVE.

         We may not be able to adapt as the Internet, electronic commerce,
Internet advertising and customer demands continue to evolve. Our failure to
respond in a timely manner to changing market conditions or client requirements
would have a material adverse effect on our business, prospects, financial
condition and results of operations. The Internet e-commerce and the Internet
advertising industry are characterized by:

-     rapid technological change;

-     changes in user and customer requirements and preferences;

-     frequent new product and service introductions embodying new technologies;
      and

-     the emergence of new industry standards and practices that could render
      proprietary technology and hardware and software infrastructure obsolete.

Our success will depend, in part, on our ability to:

-     enhance and improve the responsiveness and functionality of our
      bid-for-position search engine;

-     license or develop technologies useful in our business on a timely basis,
      enhance our existing services and develop new services and technology that
      address the increasingly sophisticated and varied needs of our prospective
      or current customers; and

-     respond to technological advances and emerging industry standards and
      practices on a cost-effective and timely basis.


                                       16
<PAGE>

INTERNET SECURITY POSES RISKS TO OUR ENTIRE BUSINESS.

         The process of e-commerce aggregation by means of our hardware and
software infrastructure involves the transmission and analysis of confidential
and proprietary information of the advertiser, as well as our own confidential
and proprietary information. The compromise of our security or misappropriation
of proprietary information could have a material adverse effect on our business,
prospects, financial condition and results of operations. We rely on encryption
and authentication technology licensed from other companies to provide the
security and authentication necessary to effect secure Internet transmission of
confidential information, such as credit and other proprietary information.
Advances in computer capabilities, new discoveries in the field of cryptography
or other events or developments may result in a compromise or breach of the
technology used by us to protect client transaction data. Anyone who is able to
circumvent our security measures could misappropriate proprietary information or
cause material interruptions in our operations. We may be required to expend
significant capital and other resources to protect against security breaches or
to minimize problems caused by security breaches. To the extent that our
activities or the activities of others involve the storage and transmission of
proprietary information, security breaches could damage our reputation and
expose us to a risk of loss or litigation and possible liability. Our security
measures may not prevent security breaches. Our failure to prevent these
security breaches may have a material adverse effect on our business, prospects,
financial condition and results of operations.

OUR FUTURE SUCCESS WILL DEPEND ON CONTINUED GROWTH IN THE USE OF THE INTERNET.

         Our future success will depend substantially upon continued growth in
the use of the Internet to support the sale of our advertising services and
acceptance of e-commerce transactions on the Internet. As this is a new and
rapidly evolving industry, the ultimate demand and market acceptance for
Internet-related services is subject to a high level of uncertainty. Significant
issues concerning the commercial use of the Internet and online services
technologies, including security, reliability, cost, ease of use and quality of
service remain unresolved and may inhibit the growth of Internet business
solutions that utilize these technologies. In addition, the Internet or other
online services could lose their viability due to delays in the development or
adoption of new standards and protocols required to handle increased levels of
Internet activity, or due to increased governmental regulation. In the event
that the use of the Internet and other online services does not continue to grow
or grows more slowly than we expect, or the Internet does not become a
commercially viable marketplace, our business, prospects, financial condition
and results of operations would be materially adversely affected.

THE MARKET FOR OUR SERVICES IS UNCERTAIN AND IS STILL EVOLVING.

         Internet marketing and advertising, in general, and advertising through
priority placement in an Internet search engine, in particular, are at early
stages of development, are evolving rapidly and are characterized by an
increasing number of market entrants. Our future revenues and any future profits
are substantially dependent upon the widespread acceptance and use of the
Internet and other online services as an effective medium of commerce by
merchants and consumers. Rapid growth in the use of, and interest in, the
Internet, the Web, and online services is a recent phenomenon, and may not
continue on a lasting basis. In addition, customers may not adopt, and continue
to use, the Internet and other online services as a medium of commerce. The
demand and market acceptance for recently introduced services is generally
subject to a high level of uncertainty. Most potential advertisers have only
limited experience advertising on the Internet and have not devoted a
significant portion of their advertising expenditures to Internet advertising.
If this trend continues, the market for our existing services, which are
dependent upon increased Internet advertising, may be adversely affected, which
in turn will have a material adverse effect on our business, prospects,
financial condition or results of operations.

WE WILL NEED TO KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE IN THE INTERNET SEARCH
AND ADVERTISING INDUSTRIES.

         In order to remain competitive, we will be required continually to
enhance and improve the functionality and features of our existing FindWhat.com
search engine and BeFirst.com services which could require us to invest
significant capital. If our competitors introduce new products and services
embodying new technologies, or if new industry standards and practices emerge,
our existing services, technology and systems may become obsolete and we may not
have the funds or technical know-how to upgrade our services, technology and
systems. If we face material delays in introducing new services, products and
enhancements, our users may forego the use of our services and select


                                       17
<PAGE>

those of our competitors, in which event, our business, prospects, financial
condition and results of operations could be materially adversely affected.

WE WILL NEED TO CONTINUE TO UNDERSTAND AND KEEP PACE WITH SEARCH ENGINE
TECHNOLOGY.

         The success of our BeFirst.com services depends on our ability to
understand search engine technology. Consequently, we will be required to remain
current with any new technologies used in search engines, in order to continue
to be able to provide our BeFirst.com services.

         We use internally developed proprietary systems for our BeFirst.com
services. If we are unable to modify our systems to accommodate necessary
changes in search engine technology which effect optimization or submission, the
result could be unanticipated disruptions, slower retail response times,
impaired quality of optimization and submission, degradation in customer service
and delays in reporting accurate financial information. These events could
result in a material adverse effect on our business, prospects, financial
condition and results of operations.

REGULATORY AND LEGAL UNCERTAINTIES COULD HARM OUR BUSINESS.

         We are not currently subject to direct regulation by any government
agency other than laws or regulations applicable generally to e-commerce. Due to
the increasing popularity and use of the Internet and other online services,
federal, state and local governments may adopt laws and regulations, or amend
existing laws and regulations, with respect to the Internet or other online
services covering issues such as user privacy, pricing, content, copyrights,
distribution and characteristics and quality of products and services. In 1998,
the United States Congress established the Advisory Committee on Electronic
Commerce which is charged with investigating, and making recommendations to
Congress regarding, the taxation of sales by means of the Internet. Furthermore,
the growth and development of the market for e-commerce may prompt calls for
more stringent consumer protection laws and impose additional burdens on
companies conducting business online. The adoption of any additional laws or
regulations may decrease the growth of the Internet or other online services,
which could, in turn, decrease the demand for our services and increase our cost
of doing business, or otherwise have a material adverse effect on our business,
prospects, financial condition and results of operations. Moreover, the relevant
governmental authorities have not resolved the applicability to the Internet and
other online services of existing laws in various jurisdictions governing issues
such as property ownership and personal privacy and it may take time to resolve
these issues definitively. Any new legislation or regulation, the application of
laws and regulations from jurisdictions whose laws do not currently apply to our
business, or the application of existing laws and regulations to the Internet
and other online services could have a material adverse effect on our business,
prospects, financial condition and results of operations.

IMPLEMENTATION OF OUR FINDWHAT.COM SERVICE AND OUR BEFIRST.COM SERVICES FOR SOME
CLIENTS MAY INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

         In implementing our FindWhat.com service and our BeFirst.com services,
we utilize promotional material generated by our clients and our editing staff
to promote Web sites. From time to time, third parties have advised that the use
of certain keywords in our FindWhat.com service and our search engine
optimization services have infringed on their intellectual property rights.
Although the terms and conditions of our services provide that our clients are
responsible for infringement of intellectual property rights of others arising
out of the use of keywords or content on their Web sites, our involvement in
disputes regarding these claims could be time-consuming, expensive to defend and
could result in the diversion of our management's time and attention, which
could have a material adverse effect on our business, prospects, financial
condition and results of operations.

WE CANNOT PREDICT OUR FUTURE CAPITAL NEEDS AND WE MAY NOT BE ABLE TO SECURE
ADDITIONAL FINANCING.

         Although we have no material long-term commitments for capital
expenditures, we anticipate an increase in capital expenditures consistent with
anticipated growth of operations, infrastructure and personnel. We currently
anticipate that our cash and short-term investments as of December 31, 2001,
together with cash flows from operations, will be sufficient to meet the
anticipated liquidity needs for working capital and capital expenditures over
the next 12 months. In the future, we may seek additional capital through the
issuance of debt or equity depending upon results of operations, market
conditions or unforeseen opportunities. Our future liquidity and capital
requirements will depend upon numerous factors. The pace of expansion of our
operations will affect our capital requirements. We


                                       18
<PAGE>

may also have increased capital requirements in order to respond to competitive
pressures. In addition, we may need additional capital to fund acquisitions of
complementary products, technologies or businesses. Our forecast of the period
of time through which our financial resources will be adequate to support our
operations is a forward-looking statement that involves risks and uncertainties
and actual results could vary materially as a result of the factors described
above. As we require additional capital resources, we will seek to sell
additional equity or debt securities or obtain a bank line of credit. The sale
of additional equity or convertible debt securities could result in additional
dilution to existing stockholders. There can be no assurance that any financing
arrangements will be available in amounts or on terms acceptable to us, if at
all.


ITEM 2.  DESCRIPTION OF PROPERTY.

         We lease an executive, administrative and sales office in New York City
and an executive, administrative, sales, customer service, and technical
facility in Fort Myers, Florida.


ITEM 3.  LEGAL PROCEEDINGS.

         Our principal competitor, Overture Services, Inc. purports to be the
owner of a United States patent that was issued on July 31, 2001 entitled
"System and method for influencing a position on a search result list generated
by a computer network search engine." Additionally, Overture Services has
announced it acquired an issued patent that may apply to our current
bid-for-position business model. Overture Services has advised us that they
believe our current bid-for-position business model infringes their patents;
however, we believe that we do not infringe any valid and enforceable claim of
the patents. On January 17, 2002, we filed a complaint to challenge Overture's
patents in the District Court for the Southern District of New York.
Subsequently, on January 25, 2002, Overture commenced litigation against us in
the District Court for the Central District of California in Los Angeles,
alleging that we are infringing their patents.


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

         Not applicable.


                                       19
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET FOR COMMON STOCK

         Effective April 10, 2000 our common stock began trading on the Nasdaq
SmallCap Market under the symbol "FWHT." From December 22, 1999 to April 7, 2000
our common stock traded on the OTC Bulletin Board under the symbol "FWHT." From
October 7, 1999 to December 21, 1999, our common stock appeared in the National
Quotation Bureau Inc.'s over-the-counter "pink sheets." From June 17, 1999 until
October 7, 1999, our common stock traded on the OTC Bulletin Board under the
symbol "FWHT." Prior to June 17, 1999, our common stock was listed under the
symbol "CAMJ" and traded infrequently. The following table sets forth the high
and low sales prices of our common stock for the periods indicated as reported
by the Nasdaq SmallCap Market, the OTC Bulletin Board or the National Quotation
Bureau Inc.'s over-the-counter "pink-sheets":

             QUARTER ENDED                     HIGH              LOW
             -------------                     ----              ---

December 31, 2001......................    $       6.70     $      1.71
September 30, 2001.....................    $       3.03     $      1.44
June 30, 2001..........................    $       2.49     $      0.92
March 31, 2001.........................    $       1.75     $      0.59
December 31, 2000 .....................    $       2.56     $      0.38
September 30, 2000.....................    $       3.75     $      1.50
June 30, 2000..........................    $      12.00     $      2.00
March 31, 2000.........................    $      18.25     $      5.38

         Such prices reflect inter-dealer quotations, without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.


HOLDERS OF RECORD

         Our authorized capital stock consists of 50,000,000 shares of common
stock, $.001 par value per share, and 500,000 shares of preferred stock, $.001
par value per share. As of December 31, 2001, there were 16,644,677 shares of
our common stock outstanding. As of December 31, 2001, the number of record
holders of our common stock was 118. No shares of our preferred stock are
outstanding.

DIVIDENDS

         The Company has never paid cash dividends on its capital stock and does
not expect to pay any dividends in the foreseeable future. The Company intends
to retain future earnings, if any, for use in the business.









                                       20
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

SELECTED CONSOLIDATED FINANCIAL DATA.

         The following selected consolidated statements of operations data for
the years ended December 31, 2001 and 2000 and the selected consolidated balance
sheet data as of December 31, 2001 and 2000 are derived from our consolidated
financial statements and related notes included elsewhere in this Form 10-KSB.

<TABLE>
<CAPTION>
                                                 Year ended           Year ended
CONSOLIDATED STATEMENT OF OPERATIONS DATA:      December 31,         December 31,
                                                    2001                 2000
                                                ------------         ------------

<S>                                             <C>                  <C>
Revenues                                        $ 20,412,205         $  2,886,938
Cost of revenues                                   2,053,222            1,149,894
                                                ------------         ------------

        Gross profit                              18,358,983            1,737,044

Operating expenses
   Sales and marketing                            14,129,541            6,544,212
   General and administrative                      3,341,411            3,618,248
   Product development                               289,275              433,599
   Loss on sale of advertising contract              996,382                   --
                                                ------------         ------------

   Total operating expenses                       18,756,609           10,596,059

   Loss from operations                             (397,626)          (8,859,015)
   Interest income, net                               50,171               53,569
                                                ------------         ------------

        NET LOSS                                $   (347,455)        $ (8,805,446)
                                                ============         ============

Loss per share - basic and diluted              $      (0.02)        $      (0.63)
                                                ============         ============

Weighted-average number of common shares
   outstanding - basic and diluted                16,182,555           14,068,724
                                                ============         ============
</TABLE>


<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET DATA:             December 31, 2001    December 31, 2000
                                             -----------------    -----------------

<S>                                             <C>                  <C>
Current assets                                  $  7,409,489         $  1,241,065
Total assets                                       8,324,573            2,102,068
Working capital (deficit)                          4,171,942              (56,002)
Stockholders' equity                               5,081,448              789,664
</TABLE>


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

         This management's discussion and analysis of financial condition
contains forward-looking statements, the accuracy of which involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends" and similar expressions to identify
forward-looking statements. This management's discussion and analysis also
contains forward-looking statements attributed to certain third parties relating
to their estimates regarding the growth of the Internet, Internet advertising
and online commerce markets and spending. Readers should not place undue
reliance on these forward-looking statements, which apply only as of the date of
this


                                       21
<PAGE>

report. Our actual results could differ materially from those anticipated in
these forward-looking statements for many reasons.

OVERVIEW

         We are a developer and marketer of performance-based advertising
services for the Internet. Our clients pay us for each visitor we deliver to
their Web sites. Currently, we offer two such proprietary services:
FindWhat.com, a bid-for-position search engine which distributes its listings to
third-party Web sites, and BeFirst.com RankPro, a search engine optimization
service. Our focus is to connect consumers and businesses that are most likely
to purchase specific goods and services to the businesses that provide those
goods and services.

         The FindWhat.com search engine allows Internet users to enter a word,
phrase or plain English query describing what they want to locate on the
Internet. They can enter their query through the search box located at
www.FindWhat.com or through the search areas of any of our distribution
partners. Our search engine then displays a selection of Web sites related to
that query. Through our open, automated, proprietary bidding process,
advertisers can determine the placement of their listing in response to any
given query. This is accomplished by allowing our advertisers to submit bids for
the amount they will pay for each visitor who clicks-through to their Web sites
for particular search terms. The highest bidder for a particular term receives
the first listing with all other bidders on that term listed in descending bid
order. Unlike traditional online advertising alternatives, which charge based on
impressions or page views, our advertisers only pay for performance, defined as
a visitor who searches for a term the advertiser selected, and who clicks on the
advertiser's listing and reaches its Web site. As with the Yellow Pages in the
offline world, FindWhat.com's advertisers get their message in front of
prospects at the exact time they are looking for the advertisers' products and
services. Unlike the Yellow Pages, advertisers only pay for those visitors that
"walk" into their virtual stores.

         We distribute our search results to many third-party high traffic Web
sites, including CNET's Search.com, and, through our relationship with
InfoSpace, NBCi, MetaCrawler, Dogpile, and Go2Net, along with many others, and
we pay a percentage of our revenue from paid click-throughs to these sites as a
commission. As a result, we serve as a source of revenue and relevant search
result listings for these entities, while providing our advertisers with
exposure to potential customers across the Internet. Our FindWhat.com search
listing paid click-through revenue is determined by multiplying the number of
click-throughs on paid search results by the amounts bid for applicable
keywords. The following table charts by quarter the number of paid
click-throughs, the average revenue per paid click-through, and active
advertiser accounts for the FindWhat.com search engine since January 1, 2000
(revenue from the FindWhat.com search engine prior to 2000 was immaterial):


                Paid Click-throughs      Avg. Revenue per      Active Advertiser
     Quarter       (in millions)          Click-through             Accounts
     Q4 2001           46.2                   $0.17                  15,300
     Q3 2001           36.0                   $0.15                  12,400
     Q2 2001           33.3                   $0.13                  10,200
     Q1 2001           22.9                   $0.10                   7,500
     Q4 2000           13.2                   $0.11                   6,800
     Q3 2000            5.6                   $0.11                   5,300
     Q2 2000            3.8                   $0.07                   3,300
     Q1 2000            1.2                   $0.06                   1,500


         In order to generate significant revenues, we must continue to increase
substantially the number of advertisers we service and the volume of
click-throughs to our clients' Web sites, which we accomplish primarily by
adding new distribution partners and improving our placement with existing
distribution partners. Search listing click-through revenue is recognized when
earned based on click-through activity to the extent that the advertiser has
deposited sufficient funds with us or collection is probable. FindWhat.com
revenue also includes a limited amount of banner advertisement revenue, which is
recognized when earned under the terms of the contractual arrangement with the
advertiser or advertising agency, provided that collection is probable.

         We believe that our FindWhat.com search engine is more attractive to
advertisers as more consumers and businesses access our listings while searching
the Internet, and our paid listings are more relevant to these Internet


                                       22
<PAGE>

users as more advertisers bid for placement in our search results. The largest
component of our expenses consists of costs incurred to attract consumers and
businesses to our search listings, either through our distribution partners or
via our Web site at www.FindWhat.com. To date, we have primarily attracted
Internet users through our distribution partners, who list some or all of our
search listings on their Web sites. We expect to continue to rely upon
distribution partners for most of the searches conducted on our service. Our
future success is dependent upon reducing our click-through acquisition costs
and increasing the revenue we derive from this traffic. In order to
significantly increase revenues we will be required to incur a significant
expansion of our operations, including hiring additional management and staff.
These actual and proposed increases in marketing and personnel will
significantly increase our operating expenses.

         Our BeFirst.com RankPro service, known as "search engine optimization,"
assists Web sites to achieve higher placements on search results on over 300
third-party search engines. We are able to achieve this for our clients through
our understanding of search engine algorithms and constant monitoring of search
engine behavior. Our BeFirst.com RankPro service enhances the probability that
our clients' Web sites will appear in search results served in response to a
user's inquiry on a particular keyword, as well as being placed higher in the
ranking in the search results. This service generates revenue from initial
set-up fees charged to new clients and from performance-based fees our clients
pay for third-party search engine users who get to their Web sites as a result
of our efforts. BeFirst.com RankPro performance-based fees are determined by
multiplying the number of click-throughs to a client's Web sites, or
registrations on those Web sites, as a result of our efforts by the amount we
charge per click-through or registration. BeFirst.com RankPro's largest client
is eBay.

         We were organized under the laws of the State of Nevada under the name
Collectibles America, Inc. in October 1995. We discontinued our business
operations and transferred our assets to satisfy liabilities in 1997. In June
1999, we acquired 1,000 shares of common stock of BeFirst Internet Corporation,
which was organized under the laws of the State of Delaware in March 1998,
representing all of its outstanding capital stock. These shares were acquired
from the holders in exchange for our issuance of 8,750,000 shares of our common
stock. As a result of the exchange of stock, the stockholders of BeFirst
Internet Corporation acquired control of us and BeFirst Internet Corporation
became our wholly owned subsidiary. We changed our corporate name to BeFirst.com
at the time of the acquisition. In September 1999, we changed our corporate name
to FindWhat.com. At the time of our acquisition of BeFirst Internet Corporation,
it had been in the business of developing and offering search engine
optimization services to Internet advertisers.

         We have a limited operating history. We began offering our BeFirst.com
RankPro service in March 1998. Our FindWhat.com search engine was commercially
launched in September 1999, but generated immaterial revenues in the fiscal year
ended December 31, 1999. Our losses for the years ended December 31, 2001 and
December 31, 2000 were $347,455 and $8,805,446, respectively. Our limited
operating history and the uncertain nature of the markets we address or intend
to address make prediction of our future results of operations difficult. We may
never achieve sustainable, profitable operations.


RESULTS OF OPERATIONS

         Years ended December 31, 2001 and December 31, 2000

         Our fiscal year runs from January 1 through December 31. We began
offering our BeFirst.comSM search engine optimization service in March 1998, and
we commercially launched our FindWhat.comSM search engine in September 1999, and
both services have experienced rapid growth since their introduction. As a
result of these factors, comparisons between the years ended December 31, 2001
and December 31, 2000 have limited meaning.

         REVENUE

         Revenue for the year ended December 31, 2001 increased to $20,412,205
compared to $2,886,938 for the year ended December 31, 2000. The increase was
primarily the result of increased revenue from the FindWhat.com search engine
due to increases in the number and quality of active advertiser accounts and
distribution partners, which led to increases in paid click-throughs and average
revenue per paid click-through (see table above). We also had a 125% increase in
revenue from our BeFirst RankPro service, to $1,210,315 in 2001 from $538,776 in
2000.


                                       23
<PAGE>

Revenue from the FindWhat.com search engine represented approximately 94% of
total revenue for the year ended December 31, 2001.

         COST OF REVENUES

         Cost of revenues consists primarily of costs associated with designing
and maintaining our Web sites and providing the BeFirst.com services, fees paid
to outside service providers for our unpaid listings, credit card processing
fees, and fees paid to telecommunications carriers for Internet connectivity.
Costs associated with maintaining our Web sites include salaries of related
personnel, depreciation of Web site equipment, co-location charges for our Web
site equipment and software license fees. Costs associated with providing the
BeFirst.com services include salaries of related personnel, payments to
consultants, and Web site domain registration expenses for clients.

         Cost of revenues increased to $2,053,222 for the year ended December
31, 2001 from $1,149,894 for the year ended December 31, 2000. The increase was
primarily due to the expansion of the FindWhat.com search engine, including
higher credit card processing fees and depreciation on our Web site equipment,
and increased costs related to our BeFirst.com service, including an increase in
consultant fees and personnel associated with providing the BeFirst.com service.
We anticipate cost of revenues will continue to increase as our traffic,
revenue, and number of advertisers increase.

         OPERATING EXPENSES

         Sales and Marketing. Sales and marketing expenses consist primarily of:

         -        payments for a percentage of our revenue from paid
                  click-throughs to our FindWhat.com distribution partners as a
                  commission,
         -        advertising expenditures for the FindWhat.com search engine,
                  such as radio, outdoor and banner advertising campaigns and
                  sponsorships,
         -        promotional expenditures, including proprietary contests to
                  attract consumers to the FindWhat.com Web site and
                  sponsorships of seminars, trade shows and expos,
         -        telemarketing and other expenses to attract advertisers to our
                  services,
         -        fees to marketing and public relations firms, and
         -        payroll and related expenses for personnel engaged in
                  marketing, customer service and sales functions.

Almost all of our sales and marketing expenses relate to the FindWhat.com search
engine.

         Our sales and marketing expense was $14,129,541 for the year ended
December 31, 2001 compared to $6,544,212 for the year ended December 31, 2000.
The increase in sales and marketing expense was related primarily to increased
amounts paid to distribution partners as a result of increased revenue derived
from our contracts with these partners, along with expanding the number of
marketing, customer service, and sales employees, and non-cash stock
compensation expense. These increases were offset primarily by decreases in
radio and outdoor promotional activities, lower fees to our public relations
firms, and outsourced telemarketing expenses. Amounts paid to distribution
partners represent the largest component of our operating expenses. We have
issued shares of common stock or warrants to purchase shares of common stock to
several of our advertising vendors and distribution partners in lieu of cash
payments. We record non-cash charges over the terms of our contracts with these
vendors and distribution partners. These non-cash charges, along with non-cash
stock compensation expense, totaled $1,531,253 and $3,351,502 for the years
ended December 31, 2001 and December 31, 2000, respectively, consisting
primarily of stock and warrant grants: (i) to national radio and outdoor
companies for radio commercial time and billboards, (ii) to our distribution
partners, and (iii) to individuals who have assisted us with relationships with
distribution partners and media companies, but do not include the Loss on Sale
of Advertising Contract (see below). We believe that continued investment in
sales and marketing, including attracting advertisers to utilize the
FindWhat.com search engine and attracting additional distribution partners to
display our search engine's results, is critical to attaining our strategic
objectives. As a result, we expect these costs to continue to increase in the
future.


                                       24
<PAGE>

         General and Administrative. General and administrative expenses consist
primarily of payroll and related expenses for executive and administrative
personnel; costs related to leasing, maintaining and operating our facilities;
insurance; recruiting fees; bad debt; fees for professional services, including
consulting, legal, and accounting fees; expenses and fees associated with the
reporting and other obligations of a public company; travel and entertainment
costs; depreciation of furniture and equipment for non-technical employees;
non-cash stock compensation expense for the issuance of stock and stock options
to non-employees, and other general corporate expenses; as well as fees to
affiliates which provide office space and other general and administrative
services. General and administrative expenses decreased slightly to $3,341,411
for the year ended December 31, 2001 from $3,618,248 for the year ended December
31, 2000. The decrease in general and administrative expenses was primarily due
to decreased professional, investor relations, and recruiting fees, along with
lower travel and entertainment spending and a decrease in non-cash stock
compensation expense, offset by higher administrative and executive headcount
and salaries along with related expenses associated with the hiring of
personnel; increased rent and other office expenses; and increases in general
corporate expenses. We expect general and administrative expenses to increase in
the future as we expand our staff and incur additional costs related to the
growth of our business.

         Product Development. Product development expenses consist primarily of
payroll and related expenses for personnel responsible for development of
features and functionality for our FindWhat.com service, consulting fees to a
technical consultant, and depreciation for related equipment. Product
development was $289,275 for the year ended December 31, 2001 compared to
$433,599 for the year ended December 31, 2000. The decrease was primarily a
result of decreased use of technical consulting services, partially offset by
higher compensation expense. In November 1999, we issued shares of common stock
to a technical consultant. As a result, we recorded $171,875 in non-cash product
development charges for the year ended December 31, 2000. We had no such expense
in 2001. We believe that continued investment in product development is critical
to attaining our strategic objectives and as a result, expect product
development expenses to increase in the future.

         Loss on Sale of Advertising Contract. From January 2000 through March
2001, Sales and Marketing expense included non-cash charges related to the
issuance of 600,000 shares of common stock to a national radio group in return
for radio advertising time to promote the FindWhat.com search engine. The common
stock had a value of $4,425,000 at the time of issuance, and was being expensed
as the radio time was being used. As of March 30, 2001, $3,351,118 had been
expensed in this fashion. On March 30, 2001, a third party paid $250,000 in cash
in return for the remaining radio time and a warrant to purchase 125,000 shares
of common stock. The warrant was valued at $172,500. As a result of this
transaction, a loss of $996,382 was recorded in 2001 for the sale of the radio
advertising contract, which is shown as "Loss on sale of advertising contract"
on the statement of operations.

         INTEREST INCOME, NET

         Interest income, net, consists primarily of earnings on our cash and
cash equivalents, net of interest expense attributable to equipment leases and
any taxes. Net interest income was $50,171 for the year ended December 31, 2001
compared to $53,569 for the year ended December 31, 2000. The decrease in our
interest income was due to lower interest rates earned on our cash balances in
2001 and higher interest payments on capital leases and other obligations,
partially offset by higher average cash and cash equivalent balances. Our
interest expense in 2001 consisted of interest on leases of computer, telephone
and copier equipment, and interest on money advanced to us for the purchase of
radio advertising time which was later refunded. Our interest expense in 2000
consisted of interest on leases of computer, telephone, and copier equipment.

         NET LOSS

         As a result of the factors described above, we incurred a net loss of
$347,455 or ($0.02) per basic and diluted share for the year ended December 31,
2001, compared to a net loss of $8,805,446 or ($0.63) per basic and diluted
share for the year ended December 31, 2000.


LIQUIDITY AND CAPITAL RESOURCES

         We have historically satisfied our cash requirements primarily through
private placements of equity securities, cash flows provided by operations,
proceeds from the exercise of options and warrants, and the reliance


                                       25
<PAGE>

on affiliated businesses owned by our executive officers. Through December 31,
2001, we have raised net proceeds of approximately $8,380,000 through private
equity financings, and received $511,603 in proceeds from the exercise of
warrants and options. To date, space and support services in New York City
have been provided to us by WPI Advertising, Inc., an affiliate of our
co-founder, Robert D. Brahms. We have been billed our pro rata share of
applicable expenses. Beginning in Q2 2001, we began generating cash
from operations. Our cash flows provided by operations in 2001 were $4,108,750.
We started to generate positive cash flows from our operations primarily due to
the increase in the number of advertisers bidding for listings in the
FindWhat.com search engine, and the increase in the number of distribution
partners displaying our search engine's listings, along with increases in the
number of paid click-throughs delivered by existing distribution partners. If
we fail to continue to provide our advertisers with high quality click-throughs
(or visitors to their Web sites), they may reduce or cease their spending with
us, which may lead to lower average revenue per paid click-through, and our
revenue and cash flows may decline. If we fail to offer our distribution
partners with competitive paid search result listings - in terms of the average
revenue per paid click-through, the share paid to the distribution partners,
the relevancy and coverage of such listings, and the speed of delivery of such
listings, among other factors - they may display fewer of our listings, or stop
showing our listings at all, which would lead to lower revenue and cash flows.
The number and quality of providers of paid search result listings is
increasing, which may adversely impact: our ability to keep or grow our
advertiser and distribution partner relationships, our average revenue per paid
click-through, and the amount of payments owed to, and the payment terms of,
our contracts with our distribution partners, all of which may reduce our
revenue and cash flows.

         Net cash provided by operating activities totaled $4,108,750 for the
year ended December 31, 2001. The net cash provided was based on a net loss of
$347,455 and an increase in accounts receivable and prepaid and other current
assets of $513,729, which was more than offset, primarily by an increase in
accounts payable and accrued expenses of $1,545,946, non-cash equity-based
compensation related to stock, option, and warrant grants to service providers
and non-employees totaling $1,531,253, a loss on the sale of an advertising
contract of $996,382, depreciation of $480,647, and an increase in deferred
revenue of $416,835.

         Net cash used in investing activities totaled $1,255,877 for the year
ended December 31, 2001, and consisted of the purchase of $1,000,324 in
short-term investments, and $505,553 in capital expenditures for equipment,
partially offset by $250,000 in proceeds from the sale of our remaining time
under a radio advertising contract. Short-term investments consisted of a fixed
rate guaranteed annuity contract with an insurance company.

         Net cash provided by financing activities totaled $1,829,544 for the
year ended December 31, 2001. In April 2001, the Company completed a private
placement of our common stock with accredited investors. The Company issued
1,350,000 shares of common stock for $1.00 per share and received gross proceeds
of $1,350,000. We also issued the investors 202,500 warrants to purchase our
common stock at exercise prices ranging from $1.00 to $1.52 per share.

         Our principal sources of liquidity consisted of approximately
$6,498,058 of cash, cash equivalents, and short-term investments as of December
31, 2001. Although we have no material long-term commitments for capital
expenditures, we anticipate an increase in capital expenditures consistent with
anticipated growth of operations, infrastructure and personnel. As of December
31, 2001, the Company had less than $20,000 in capital lease obligations on
computer and copier equipment, with payments due monthly over a maximum of the
next three years. In the near-term, we do not intend to finance future capital
equipment purchases through capital leases; however, we may choose to pursue
capital leases at some point in the future, depending on terms available, the
amount of equipment to be purchased, and our cash position. Our largest
operating lease commitment is a ten-year lease for office space in Ft. Myers, FL
in a building that is expected to be completed by November 2002. We are
obligated to pay rent of at least $443,070 per year, not including our pro rata
share of the building's operating expenses. We do not believe we have any other
material operating leases. Our largest ongoing contractual cash payments are to
our distribution partners, which are funded by payments from our advertisers for
the paid click-throughs (visitors) delivered to them via our distribution
partners. We are engaged in patent litigation with our largest competitor,
Overture Services, Inc. We believe that the litigation will not be resolved over
the next 12 months, and will require approximately $1 million in legal expenses
over that time period. Our patent litigation with Overture Services may be
time-consuming, expensive, and result in the diversion of our time and
attention. Accordingly, such patent litigation could negatively impact our
business and consequently our cash position, even if we prevail. If it is
determined that our bid-for-position business model infringes one or more valid
and enforceable claims of the patents held by Overture Services, our business,
prospects, financial condition and results of operations could be


                                       26
<PAGE>

materially and adversely affected and we could be subject to damages and forced
to obtain a license from Overture Services or revise our business model. We can
offer no assurance that a license would be available on acceptable terms or at
all, or that we will be able to revise our business model economically,
efficiently or at all. We currently anticipate that our cash and short-term
investments as of December 31, 2001, together with cash flows from operations,
will be sufficient to meet the anticipated liquidity needs for working capital
and capital expenditures over the next 12 months. In the future, we may seek
additional capital through the issuance of debt or equity depending upon results
of operations, market conditions or unforeseen opportunities. Our future
liquidity and capital requirements will depend upon numerous factors. The pace
of expansion of our operations will affect our capital requirements. We may also
have increased capital requirements in order to respond to competitive
pressures. In addition, we may need additional capital to fund acquisitions of
complementary products, technologies or businesses. As we require additional
capital resources, we may seek to sell additional equity or debt securities or
obtain a bank line of credit. The sale of additional equity or convertible debt
securities could result in additional dilution to existing stockholders. There
can be no assurance that any financing arrangements will be available in amounts
or on terms acceptable to us, if at all. Our forecast of the period of time
through which our financial resources will be adequate to support our operations
is a forward-looking statement that involves risks and uncertainties and actual
results could vary materially as a result of the factors described above.


ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

         Management's Discussion and Analysis of Financial Condition and Results
of Operations are based upon our consolidated financial statements, which have
been prepared in accordance with United States generally accepted accounting
principles. When preparing our consolidated financial statements, we make
estimates and judgments that affect the reported amounts on our balance sheets
and income statements, and our related disclosure about contingent assets and
liabilities. We continually evaluate our estimates, including those related to
revenue, allowance for doubtful accounts, reserves for income taxes, and
litigation. We base our estimates on historical experience and on various other
assumptions which we believe to be reasonable in order to form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily ascertained from other sources. Actual results may deviate from
these estimates if alternative assumptions or condition are used.

         Note 1 to the Notes of the Consolidated Financial Statements describes
our significant accounting policies. We believe the following accounting
policies are more subject to management's estimates and judgments.

         Revenue

         We derive revenue from the following sources: through set-up fees
charged to new BeFirst clients, through click-through rates charged for the
traffic the BeFirst service generates to its clients' Web sites, through search
listing click-throughs and for banner advertisements on the FindWhat.com search
engine.

         Set-up fee revenue is recognized ratably over the contract period.
Revenue from click-through rates is recognized when generated. Revenue from
banner advertisements is recognized ratably over the period of the agreement as
services are provided.

         The Company has entered into agreements with various Internet search
engine providers to provide FindWhat.com search results. The Company pays a fee
to the search engine that lists its results for each click-through of a
FindWhat.com listing. In accordance with the guidance of Emerging Issue Task
Force No. 99-19, "Reporting Revenue Gross as a Principal Versus Net as an
Agent," the revenues related to these click-throughs on search result listings
are reported gross of the fees paid in the Consolidated Financial Statements.

          Allowance for Doubtful Accounts

         We maintain allowances for doubtful accounts for estimated losses
resulting from non-payments by our billable advertisers for services rendered.
If our billable advertisers were to contest amounts legitimately owed to us, or
if their ability to pay our invoices were to suffer, resulting in the likelihood
that we would not be paid for services rendered, additional allowances may be
necessary which would result in an additional general and administrative expense
in the period such determination was made.


                                       27
<PAGE>

         Income Tax

         As of December 31, 2001, we had net operating loss carryforwards of
approximately $8.8 million and $12.8 million available to reduce future federal
and state taxable income, respectively. These net operating loss carryforwards
are carried on our balance sheet as a deferred tax asset, but due to the
uncertainty surrounding the timing of realizing the benefits of our deferred tax
assets from our net operating loss carryforwards in future years, we have
recorded a 100% valuation allowance against our deferred tax assets. Financial
Accounting Statement Standard No. 109, "Accounting for Income Taxes" (SFAS 109)
requires that a valuation allowance be setup to reduce a deferred tax asset to
the extent it is more likely than not that the related tax benefits will not be
realized. In order for a company to realize the tax benefits associated with a
net operating loss, it must have taxable income within the applicable carryback
or carryfoward periods.

         SFAS 109 indicates that all available evidence, both positive and
negative, should be identified and considered in making a determination as to
whether it is more likely than not that all or some portion of the deferred tax
asset will not be realized. Examples of positive evidence include a strong
earnings history and existing contracts or backlog. Examples of negative
evidence include but are not limited to the following: (i) a pretax loss for
financial reporting purposes for the current or a recent preceding year; (ii)
an accumulated deficit; (iii) a history of operating losses or tax credit
carryforwards expiring unused; and (iv) cumulative losses in recent years.

         We believe that FindWhat.com's losses in recent years present negative
evidence that required a valuation allowance to be set up to reduce the deferred
tax asset. Accordingly, we have not taken a benefit for that asset. If we
generate taxable income in 2002, this would be positive evidence that could
allow us to release a portion of the valuation allowance set up against the
asset. In addition to generating taxable income, if we had other positive
evidence, for example a longer history of generating net income, we could
release a portion or all of the remaining valuation allowance, which would
result in a tax benefit in the period such determination was made.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Except for the historical information contained herein, the matters
discussed in our Annual Report on Form 10-KSB include certain 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 which are intended to be
covered by the safe harbors created thereby. Those statements include, but may
not be limited to, all statements regarding our and management's intent, belief
and expectations, such as statements concerning our future profitability, our
operating and growth strategy, liquidity, and expenses. Investors are cautioned
that all forward-looking statements involve risks and uncertainties including,
without limitation, the factors set forth under the caption "Business --
Business Risks" included elsewhere in this Annual Report on Form 10-KSB and
other factors detailed from time to time in our filings with the Securities and
Exchange Commission. One or more of these factors have affected, and in the
future could affect, our business and financial results in the future and
could cause actual results to differ materially from plans and projections.
Although we believe that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the assumptions could be
inaccurate. Therefore, there can be no assurance that the forward-looking
statements included in this Annual Report on Form 10-KSB will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved. All forward-looking statements made in
this Annual Report on Form 10-KSB are based on information presently available
to our management. We assume no obligation to update any forward-looking
statements.


ITEM 7.  FINANCIAL STATEMENTS

         The Company's consolidated balance sheet as of December 31, 2001 and
2000, and the related consolidated statements of operations, stockholders'
equity and cash flows for the two years ended December 31, 2001 together with
the independent certified public accountants' report thereon appear on pages F-1
through F-22 hereof.


                                       28
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None.



                                       29
<PAGE>



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE
         WITH SECTION 16(a) OF THE EXCHANGE ACT.

         Information required under this item is incorporated herein by
reference to the Company's Proxy Statement for the 2002 Annual Meeting of
Stockholders pursuant to Regulation 14A.


ITEM 10. EXECUTIVE COMPENSATION.

         Information required under this item is incorporated herein by
reference to the Company's Proxy Statement for the 2002 Annual Meeting of
Stockholders pursuant to Regulation 14A.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         Information required under this item is incorporated herein by
reference to the Company's Proxy Statement for the 2002 Annual Meeting of
Stockholders pursuant to Regulation 14A.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Information required under this item is incorporated herein by
reference to the Company's Proxy Statement for the 2002 Annual Meeting of
Stockholders pursuant to Regulation 14A.




                                     PART IV

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      The following documents are filed as part of this Annual
                  Report on Form 10-KSB:

                  (1)      The following financial statements are included in
                           this report under Item 7:

                           Balance Sheet as of December 31, 2001 and 2000.

                           Statements of Operations for the two years ended
                           December 31, 2001.

                           Statements of Stockholders' Equity for the two years
                           ended December 31, 2001.

                           Statements of Cash Flows for the two years ended
                           December 31, 2001.

                           Notes to the Financial Statements.

                           Independent Auditors' Report.
..
                  (2)      Exhibits:




                                       30
<PAGE>




Number              Exhibit
2.1*                Agreement and Plan of Reorganization dated June 17, 1999 by
                    and among BeFirst Internet Corporation, Collectibles
                    America, Inc. and Mick Jardine.
3.1*                Articles of Incorporation of FindWhat.com (f/k/a
                    Collectibles America, Inc.)
3.2**               Amended and Restated By-laws of FindWhat.com
3.3***              Audit Committee Charter
10.1****            Executive Employment Agreement between FindWhat.com and
                    Craig A. Pisaris-Henderson
10.2                [Reserved]
10.3*****           Executive Employment Agreement between FindWhat.com and
                    Courtney P. Jones
10.4*               BeFirst 1999 Stock Incentive Plan
10.5*               Form of Incentive Stock Option Agreement
10.6*               Form of Non-Qualified Stock Option Agreement
10.7(R)****         Search Result Agreement, dated March 29, 2000, between the
                    Registrant and Mamma.com.
10.8*****           Executive Employment Agreement between FindWhat.com and
                    Robert D. Brahms
10.9                [Reserved]
10.10               [Reserved]
10.11****           Executive Employment Agreement between FindWhat.com and
                    Phillip R. Thune.
10.12****           Executive Employment Agreement between FindWhat.com and
                    Peter Neumann.
23                  Consent of Grant Thornton LLP
24                  Powers of Attorney

* Incorporated by reference to the exhibit previously filed on September 14,
1999 with prior Form 10 of FindWhat.com (file no. 0-27331).

** Incorporated by reference to the exhibit previously filed on January 23, 2002
with FindWhat.com's Form 8-K.

*** Incorporated by reference to the exhibit previously filed on March 30, 2000
with Amendment to FindWhat.com's Form 10-K for the fiscal year ended December
31, 1999.

****Incorporated by reference to the exhibit previously filed on May 15, 2000 to
FindWhat.com's Form 10-QSB for the fiscal quarter ended March 31, 2000.

*****Incorporated by reference to the extent previously filed on April 2, 2001
with FindWhat.com's Form 10-KSB for the year ended December 31, 2000.


                                       31
<PAGE>

         (b)      Reports on Form 8-K

         Form 8-K, dated December 3, 2001, regarding future financial
performance of the Company.

         Form 8-K, dated October 23, 2001, regarding third quarter financial
performance and future financial performance of the Company.

         Form 8-K, dated October 8, 2001, regarding future financial performance
of the Company.


                                       32
<PAGE>




                                   SIGNATURES

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

                                    FINDWHAT.COM


Date:  March 26, 2002               By: /s/ Phillip R. Thune
                                       -----------------------------------------
                                        Phillip R. Thune, Chief Operating
                                        Officer,  Chief Financial Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 26th day of March 2002.

         Signature                  Title


  *Craig A. Pisaris-Henderson       President, Chief Executive Officer,
-----------------------------       Secretary and Director
  Craig A. Pisaris-Henderson

  *Courtney P. Jones                Chairman and Director
-----------------------------
  Courtney P. Jones

  *Robert D. Brahms                 Vice Chairman and Director
-----------------------------
  Robert D. Brahms

  *Phillip R. Thune                 Chief Operating Officer, Chief Financial
-----------------------------       Officer, Treasurer
  Phillip R. Thune                  (principal accounting and financial
                                    officer), and Director

  *David M. Medinis                 Director
-----------------------------
  David M. Medinis

  *Peter V. Miller                  Director
-----------------------------
  Peter V. Miller

  *Kenneth E. Christensen           Director
-----------------------------
  Kenneth E. Christensen

  *Martin G. Berger                 Director
-----------------------------
  Martin G. Berger

  *Rupinder S. Sidhu                Director
-----------------------------
  Rupinder S. Sidhu

  *Frederick E. Guest               Director
-----------------------------
  Frederick E. Guest

  *Robert Mylod                     Director
-----------------------------
  Robert Mylod


*By: /s/ Phillip R. Thune
     -----------------------------------
     Phillip R. Thune, Attorney-in-Fact





                                       33
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                        Page
                                                                        ----


Report of Independent Certified Public Accountants                      F-2

Consolidated Balance Sheets                                             F-3

Consolidated Statements of Operations                                   F-4

Consolidated Statement of Stockholders' Equity                          F-5

Consolidated Statements of Cash Flows                                   F-6

Notes to Consolidated Financial Statements                            F-7-F-22










                                      F-1
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





Board of Directors
    FindWhat.com


We have audited the accompanying consolidated balance sheets of FindWhat.com and
Subsidiary as of December 31, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
two years in the period ended December 31, 2001. These financial statements are
the responsibility of FindWhat.com's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

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




/s/ GRANT THORNTON LLP


New York, New York
February 8, 2002



                                      F-2
<PAGE>



                           FindWhat.com and Subsidiary

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

<TABLE>
<CAPTION>
                                    ASSETS                                  2001                  2000
                                                                         ------------         ------------

<S>                                                                      <C>                  <C>
CURRENT ASSETS
    Cash and cash equivalents                                            $  5,497,734         $    815,317
    Short-term investment                                                   1,000,324
    Accounts receivable, less allowance for doubtful accounts
       of $50,605 and $22,559, respectively                                   787,618              418,459
    Prepaid expenses and other current assets                                 123,813                7,289
                                                                         ------------         ------------

         Total current assets                                               7,409,489            1,241,065

EQUIPMENT AND FURNITURE - NET                                                 863,669              838,763

OTHER ASSETS                                                                   51,415               22,240
                                                                         ------------         ------------

         Total assets                                                    $  8,324,573         $  2,102,068
                                                                         ============         ============


                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                $  2,720,657         $  1,174,711
    Current portion of capital lease obligations                                9,443               31,743
    Deferred revenue                                                          507,447               90,613
                                                                         ------------         ------------

         Total current liabilities                                          3,237,547            1,297,067

CAPITAL LEASE OBLIGATIONS, less current portion                                 5,578               15,337
                                                                         ------------         ------------

         Total liabilities                                                  3,243,125            1,312,404

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Preferred stock, $.001 par value; authorized,
       500,000 shares; none issued and outstanding
    Common stock, $.001 par value; authorized, 50,000,000 shares;
      16,651,677 and 15,098,844, respectively, issued; and
      16,644,677 and 15,091,844, respectively, outstanding                     16,652               15,099
    Additional paid-in capital                                             16,171,876           13,511,443
    Stock subscription receivable                                                               (1,251,298)
    Deferred service costs                                                    (15,312)            (741,267)
    Treasury stock, 7,000 shares, at cost                                     (82,035)             (82,035)
    Accumulated deficit                                                   (11,009,733)         (10,662,278)
                                                                         ------------         ------------

         Total stockholders' equity                                         5,081,448              789,664
                                                                         ------------         ------------

         Total liabilities and stockholders' equity                      $  8,324,573         $  2,102,068
                                                                         ============         ============
</TABLE>


The accompanying notes are an integral part of these statements.



                                      F-3
<PAGE>


                           FindWhat.com and Subsidiary

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,



<TABLE>
<CAPTION>
                                                 2001             2000
                                            ------------     ------------
<S>                                         <C>              <C>
Revenues                                    $ 20,412,205     $  2,886,938
Cost of revenues                               2,053,222        1,149,894
                                            ------------     ------------

         Gross profit                         18,358,983        1,737,044
                                            ------------     ------------

Operating expenses
    Sales and marketing                       14,129,541        6,544,212
    General and administrative                 3,341,411        3,618,248
    Product development                          289,275          433,599
    Loss on sale of advertising contract         996,382
                                            ------------     ------------

         Total operating expenses             18,756,609       10,596,059
                                            ------------     ------------

         Loss from operations                   (397,626)      (8,859,015)

Interest income, net                              50,171           53,569
                                            ------------     ------------

         NET LOSS                           $   (347,455)    $ (8,805,446)
                                            ============     ============

Loss per share - basic and diluted          $      (0.02)    $      (0.63)
                                            ============     ============

Weighted-average number of common shares
    outstanding - basic and diluted           16,182,555       14,068,724
                                            ============     ============
</TABLE>








The accompanying notes are an integral part of these statements.



                                      F-4
<PAGE>

                           FindWhat.com and Subsidiary

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                     Years ended December 31, 2001 and 2000




<TABLE>
<CAPTION>
                                               Preferred stock,          Common stock,
                                               $.001 par value          $.001 par value         Additional
                                               ---------------   ---------------------------     paid-in
                                               Shares  Amount       Shares         Amount        capital
                                               -----   -------   ------------   ------------   ------------

<S>                                            <C>     <C>         <C>          <C>            <C>
Balance at January 1, 2000                             $           12,591,750   $     12,592   $  3,273,267

Issuance of common stock and warrants in
   connection with private placement                                1,802,500          1,803      4,597,529
Issuance of common stock for advertising
   services and note receivable                                       600,000            600      4,424,400
Issuance of common stock for consulting
   services                                                           104,594            104        264,767
Issuance of warrants for metasearch services                                                        587,100
Fair value of stock options issued to
   nonemployees for services                                                                        364,380
Purchase of treasury stock
Service cost on prior year options
Net loss
                                               -----   -------   ------------   ------------   ------------


Balance at December 31, 2000                                       15,098,844         15,099     13,511,443

Issuance of common stock and warrants in
   connection with private placement                                1,350,000          1,350      1,348,650
Issuance of common stock in connection
   with exercises of stock options and
   warrants                                                           189,500            190        511,413
Sale of advertising agreement and settle-
   ment of stock subscription receivable                                                            172,500
Issuance of warrants in connection with
   metasearch services                                                                              495,383
Issuance of stock and warrants for
   consulting services                                                 13,333             13        132,487
Amortization of service costs on warrants
   Issued
Net loss
                                               -----   -------   ------------   ------------   ------------


Balance at December 31, 2001                           $           16,651,677   $     16,652   $ 16,171,876
                                               =====   =======   ============   ============   ============

<CAPTION>

                                                   Stock        Deferred                          Accumu-
                                               Subscription      service         Treasury          lated
                                                receivable        cost             stock          deficit          Total
                                               ------------    ------------    ------------    ------------    ------------

<S>                                               <C>          <C>             <C>             <C>             <C>
Balance at January 1, 2000                                     $   (401,491)                   $ (1,856,832)   $  1,027,536

Issuance of common stock and warrants in
   connection with private placement                                                                              4,599,332
Issuance of common stock for advertising
   services and note receivable                $ (1,251,298)       (594,367)                                      2,579,335
Issuance of common stock for consulting
   services                                                                                                         264,871
Issuance of warrants for metasearch services                       (146,900)                                        440,200
Fair value of stock options issued to
   nonemployees for services                                                                                        364,380
Purchase of treasury stock                                                     $    (82,035)                        (82,035)
Service cost on prior year options                                  401,491                                         401,491
Net loss                                                                                         (8,805,446)     (8,805,446)
                                               ------------    ------------    ------------    ------------    ------------



Balance at December 31, 2000                     (1,251,298)       (741,267)        (82,035)    (10,662,278)        789,664

Issuance of common stock and warrants in
   connection with private placement                                                                              1,350,000
Issuance of common stock in connection
   with exercises of stock options and
   warrants                                                                                                         511,603
Sale of advertising agreement and settle-
   ment of stock subscription receivable          1,251,298         594,368                                       2,018,166
Issuance of warrants in connection with
   metasearch services                                              146,900                                         642,283
Issuance of stock and warrants for
   consulting services                                             (122,500)                                         10,000
Amortization of service costs on warrants
   Issued                                                           107,187                                         107,187
Net loss                                                                                           (347,455)       (347,455)
                                               ------------    ------------    ------------    ------------    ------------

Balance at December 31, 2001                      $            $    (15,312)   $    (82,035)   $(11,009,733)   $  5,081,448
                                               ============    ============    ============    ============    ============
</TABLE>



The accompanying notes are an integral part of this statement.



                                      F-5
<PAGE>



                           FindWhat.com and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,


<TABLE>
<CAPTION>
                                                                    2001           2000
                                                                -----------    -----------

<S>                                                             <C>            <C>
Cash flows from operating activities
    Net loss                                                    $  (347,455)   $(8,805,446)
    Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities
        Allowance for doubtful accounts                              28,046         22,559
        Depreciation                                                480,647        309,788
        Loss on sale of property and equipment                                         715
        Loss on sale of advertising contract                        996,382
        Equity-based compensation                                 1,531,253      4,050,277
        Changes in operating assets and liabilities
           Accounts receivable                                     (397,205)      (343,343)
           Prepaid expenses and other current assets               (116,524)         9,961
           Other assets                                             (29,175)       (19,645)
           Accounts payable and accrued expenses                  1,545,946      1,039,930
           Deferred revenue                                         416,835         59,211
           Due to affiliate                                                        (59,773)
                                                                -----------    -----------

         Net cash provided by (used in) operating activities      4,108,750     (3,735,766)
                                                                -----------    -----------

Cash flows from investing activities
    Purchase of short-term investment                            (1,000,324)
    Purchase of equipment                                          (505,553)      (837,506)
    Proceeds from sale of advertising contract                      250,000
    Proceeds from sale of equipment                                                  1,000
                                                                -----------    -----------

         Net cash used in investing activities                   (1,255,877)      (836,506)
                                                                -----------    -----------

Cash flows from financing activities
    Net proceeds from private placement                           1,350,000      4,599,332
    Purchase of treasury stock                                                     (82,035)
    Proceeds received from exercise of stock options                511,603
    Payments made on capital leases                                 (32,059)       (36,639)
                                                                -----------    -----------

         Net cash provided by financing activities                1,829,544      4,480,658
                                                                -----------    -----------

         INCREASE (DECREASE) IN CASH AND
             CASH EQUIVALENTS                                     4,682,417        (91,614)

Cash and cash equivalents at beginning of year                      815,317        906,931
                                                                -----------    -----------

Cash and cash equivalents at end of year                        $ 5,497,734    $   815,317
                                                                ===========    ===========

Interest paid                                                   $     7,992    $     3,500

Supplemental noncash investing and financing activities
    Capital lease obligations for purchase of equipment         $         -    $    51,083
</TABLE>




The accompanying notes are an integral part of these statements.



                                      F-6
<PAGE>


                           FindWhat.com and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE A - NATURE OF BUSINESS

     FindWhat.com was organized under the laws of the State of Nevada under the
     name Collectibles America, Inc. and, in June 1999, established a
     wholly-owned subsidiary, BeFirst Internet Corporation, a Delaware
     corporation. On June 17, 1999, the Company changed its name from
     Collectibles America, Inc. to BeFirst.com. In September 1999, the Company
     changed its name from BeFirst.com to FindWhat.com.

     FindWhat.com and its subsidiary (collectively, the "Company") are
     developers and marketers of performance-based advertising services for the
     Internet. FindWhat.com offers two services: FindWhat.com, a
     pay-for-position search engine which launched in September 1999, and
     BeFirst.com RankPro, a search engine optimization service. The Company
     operates in one reportable business segment.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.  Consolidation

         The consolidated financial statements include the accounts of
         FindWhat.com and its wholly-owned subsidiary, BeFirst Internet
         Corporation. All material intercompany transactions and accounts have
         been eliminated in consolidation.

     2.  Cash and Cash Equivalents

         The Company considers all highly liquid investments purchased with
         original maturities of three months or less to be cash equivalents. Due
         to the high liquidity of these types of investments, fair value
         approximates the carrying value.

     3.  Short-term Investments

         The Company's short-term investments as of December 31, 2001 consisted
         of an investment in a fixed rate guaranteed annuity contract with an
         insurance company. The company classifies this investment as available
         for sale. Due to the high liquidity of this instrument, the fair value
         approximates its carrying value. The instrument is not covered by any
         depository insurance.




                                      F-7
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE B (CONTINUED)

     4.  Equipment and Furniture

         Equipment and furniture are stated at cost. Expenditures for equipment
         and furniture that benefit more than one period are capitalized and
         depreciated over the estimated useful life of the asset. Expenditures
         for maintenance and repairs are charged against operations as incurred.
         Depreciation is computed using the straight-line method over the
         estimated useful lives of the assets, which range from three to five
         years. Depreciation expense consists of the depreciation of computer
         equipment and furniture.

     5.  Revenues

         The Company derives revenues from the following sources: through set-up
         fees charged to new BeFirst clients, through click-through rates
         charged for the traffic the BeFirst service generates to its clients'
         Web sites, through search listing click-throughs and for banner
         advertisements on the FindWhat.com search engine.

         Set-up fee revenue is recognized ratably over the contract period.
         Revenue from click-through rates is recognized when generated. Revenue
         from banner advertisements is recognized ratably over the period of the
         agreement as services are provided.

         The Company has entered into agreements with various Internet search
         engine providers to provide FindWhat.com search results. The Company
         pays fees to the search engines that list FindWhat.com's results for
         click-throughs on those results. In accordance with the guidance
         of Emerging Issue Task Force No. 99-19, "Reporting Revenue Gross as a
         Principal Versus Net as an Agent," the revenues related to these search
         results are reported gross of the fees paid in the accompanying
         financial statements.

     6.  Cost of Revenues

         Cost of revenues consists primarily of costs associated with designing
         and maintaining the Company's Web sites and providing the BeFirst.com
         service, fees paid to outside service providers that provide the
         Company's unpaid listings, credit card processing fees, and fees paid
         to telecommunications carriers for Internet connectivity.




                                      F-8
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE B (CONTINUED)

     7.  Operating Expenses

         Sales and marketing expenses consist primarily of amounts paid to
         third parties as commissions for distributing our search results,
         advertising and promotional expenditures, and payroll and related
         expenses to personnel engaged in marketing, customer service and
         sales functions.

         Product development expenses consist primarily of payroll and related
         expenses for personnel responsible for development of features and
         functionality for our FindWhat.com services and depreciation for
         related equipment.

     8.  Use of Estimates

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

     9.  Basic and Diluted Loss Per Share

         Basic and diluted loss per share is calculated by dividing the net loss
         by the weighted average number of shares of common stock outstanding
         during each period. All stock options and warrants have been excluded
         from the calculation of diluted loss per share as their effect would
         have been antidilutive.
         (See Notes H, I and J.)

    10.  Deferred Service Costs

         Deferred service costs consist of the value of common stock and stock
         options issued for services that are provided to the Company in future
         periods and are shown as a reduction to stockholders' equity. Such
         amounts are expensed as services are received over the contract terms.

    11.  Deferred Revenue

         Deferred revenue represents advance deposits made by the Company's
         clients against future click-throughs for search listing advertisements
         on the FindWhat.com search engine and via the Company's BeFirst.com
         services. Revenue is recognized as click-throughs are made to a
         client's Web site.



                                      F-9
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE B (CONTINUED)

    12.  Accounting for Stock-Based Compensation

         The Company has adopted Statement of Financial Accounting Standards No.
         123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation." As
         permitted by SFAS No. 123, the Company has elected to follow Accounting
         Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock
         Issued to Employees," and related interpretations, in accounting for
         employee stock options. As opposed to SFAS No. 123, which is a fair
         value-based method, APB No. 25 provides that compensation expense
         related to the Company's employee stock options be measured based on
         the intrinsic value of the stock option. SFAS No. 123 requires
         companies that elect to follow APB No. 25 to provide pro forma
         disclosure of the impact of applying the fair value method of SFAS No.
         123.

    13.  Advertising Costs

         Advertising costs are charged to operations when incurred. Advertising
         expense for the years ended December 31, 2001 and 2000 were
         approximately $1,860,000 and $3,057,000, respectively.

    14.  Income Taxes

         The Company utilizes the provisions of Statement of Financial
         Accounting Standards No. 109 ("SFAS No. 109"), "Accounting for Income
         Taxes." Under SFAS No. 109, deferred income taxes are recognized for
         temporary differences between financial statement and income tax bases
         of assets and liabilities, loss carryforwards and tax credit
         carryforwards for which income tax benefits are expected to be realized
         in future years. A valuation allowance is established to reduce
         deferred tax assets if it is more likely than not that all, or some
         portion, of such deferred tax assets will not be realized.

    15.  New Accounting Standards Not Yet Adopted

         On July 20, 2001, the Financial Accounting Standards Board ("FASB")
         issued Statement of Financial Accounting Standards No. 141 ("SFAS No.
         141"), "Business Combinations," and Statement of Financial Accounting
         Standards No. 142 ("SFAS No. 142"), "Goodwill and Intangible Assets."
         SFAS No. 141 is effective for all business combinations completed after
         June 30, 2001. SFAS No. 142 is effective for fiscal years beginning
         after December 15, 2001; however, certain




                                      F-10
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE B (CONTINUED)

         provisions of this Statement apply to goodwill and other intangible
         assets acquired between July 1, 2001 and the effective date of SFAS No.
         142. Major provisions of these Statements and their effective dates for
         the Company are as follows:

             -  All business combinations initiated after June 30, 2001 must use
                the purchase method of accounting. The pooling-of-interests
                method of accounting is prohibited except for transactions
                initiated before July 1, 2001.

             -  Intangible assets acquired in a business combination must be
                recorded separately from goodwill if they arise from contractual
                or other legal rights or are separable from the acquired entity
                and can be sold, transferred, licensed, rented or exchanged,
                either individually or as part of a related contract, asset or
                liability.

             -  Goodwill, as well as intangible assets with indefinite lives,
                acquired after June 30, 2001, will not be amortized. Effective
                January 1, 2002, all previously recognized goodwill and
                intangible assets with indefinite lives will no longer be
                subject to amortization.

             -  Effective January 1, 2002, goodwill and intangible assets with
                indefinite lives will be tested for impairment annually and
                whenever there is an impairment indicator.

             -  All acquired goodwill must be assigned to reporting units for
                purposes of impairment testing and segment reporting.

         As the Company has not had any business combinations, the adoption of
         SFAS No. 141 and SFAS No. 142 will have no impact on the Company's
         financial position and results of operations.

         In August 2001, the FASB issued Statement of Financial Accounting
         Standards No. 144 ("SFAS No. 144"), "Accounting for the Impairment or
         Disposal of Long-Lived Assets." This Statement is effective for the
         fiscal years beginning after December 15, 2001. This Statement
         supersedes Statement of Financial Accounting Standards No. 121 ("SFAS
         No. 121"), "Accounting for the Impairment of Long-Lived Assets and for
         Long-Lived Assets to be Disposed Of," while retaining many of the
         requirements of such statement.




                                      F-11
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE B (CONTINUED)

         Although it is still reviewing the provisions of SFAS No. 144,
         management's preliminary assessment is that this statement will not
         have a material impact on the Company's financial position or results
         of operations.

    17.  Reclassification

         Certain amounts in the 2000 financial statements have been reclassified
         to conform to the 2001 presentation.


NOTE C - EQUIPMENT AND FURNITURE

     Equipment and furniture at December 31, consist of the following:

                                                        2001            2000
                                                     ----------     -----------

       Computer equipment                            $1,499,185     $   973,051
       Furniture                                        115,209         124,220
       Equipment under capital lease obligations         73,178          84,748
                                                     ----------     -----------

                                                      1,687,572       1,182,019
       Less accumulated depreciation                    823,903         343,256
                                                     ----------     -----------

                                                     $  863,669     $   838,763
                                                     ==========     ===========

     Included in accumulated depreciation is $67,754 and $36,064 relating to
     accumulated depreciation on equipment under capitalized lease obligations
     as of December 31, 2001 and 2000, respectively. (See Note F-2.)





                                      F-12
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE D - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses at December 31, consist of the
     following:

                                                   2001           2000
                                                ----------     ----------

       Accounts payable and other               $  677,650     $  259,197
       Revenue-sharing agreements                1,227,248        683,449
       Consultant settlement agreement             262,292
       Accrued compensation                        461,587
       Professional fees                            91,880        148,730
       Database license                                            83,335
                                                ----------     ----------

                                                $2,720,657     $1,174,711
                                                ==========     ==========


NOTE E - RELATED PARTY TRANSACTIONS

     The Company shares office space and office salaries in New York with WPI
     Advertising Inc. ("WPI"). WPI is an affiliate of an officer, director and
     shareholder of the Company. For the years ended December 31, 2001 and 2000,
     the Company paid WPI approximately $200,000 and $165,000, respectively, for
     its share of office space and office salaries. Through March 2000, the
     Company shared office space in California with V-Lite Corporation
     ("V-Lite"). V-Lite is an affiliate of an officer, director and shareholder
     of the Company. The total amount paid to V-Lite for the year ended December
     31, 2000 was approximately $3,000.


NOTE F - COMMITMENTS AND CONTINGENCIES

1.       Operating Leases

         The Company leases office space in Florida and California under the
         terms of operating leases that expire August 31, 2002 and April 30,
         2005, respectively. Both leases contain provisions requiring the
         Company to pay their pro rata share of operating expenses. On January
         31, 2002, the Company entered into an operating lease for new offices
         in Florida. These amounts have been included in the lease commitments
         shown below.




                                      F-13
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE F (CONTINUED)

         Future minimum payments under noncancellable operating leases consisted
         of the following at December 31, 2001:

                      2002                          $   130,647
                      2003                              443,070
                      2004                              443,070
                      2005                              443,070
                      2006                              443,070
                      Thereafter                      2,621,498
                                                      ---------

                                                     $4,524,425
                                                     ==========

         For the years ended December 31, 2001 and 2000, the Company recorded
         approximately $146,000 and $119,000, respectively, as rent expense
         under the leasing arrangements. In addition, the Company has entered
         into service agreements with various Internet providers, all with terms
         of one year or less. These agreements allow the Company to connect to
         the Internet with sufficient capacity so that the FindWhat.com and
         BeFirst.com Web sites can handle current and anticipated traffic.

     2.  Capital Leases

         The Company entered into various capital lease agreements for computer
         and office equipment. Terms of these leases range from two to three
         years.

         Total aggregate minimum lease commitments consist of the following at
         December 31, 2001:

           2002                                                      $ 12,708
           2003                                                         4,100
           2004                                                         1,759
                                                                     --------

           Total minimum lease payments                                18,567

           Less amount representing interest                           (3,546)
                                                                     --------

           Present value of minimum lease payments                     15,021

           Less current portion                                        (9,443)
                                                                     --------

           Capitalized lease obligation, less current portion        $  5,578
                                                                     ========




                                      F-14
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE G - CONCENTRATIONS

     The Company's financial instruments that are exposed to concentrations of
     credit risk consist primarily of cash and cash equivalents and short-term
     investments. The Company places its cash and cash equivalents with high
     quality credit financial institutions. In general, through the year, such
     instruments exceeded the FDIC insurance limit of $100,000.

     During the year ended December 31, 2000, one customer provided
     approximately 10% of the Company's revenues. During 2001, there were no
     customers that represented 10% of the Company's net sales.


NOTE H - PRIVATE PLACEMENTS

     In February 2000, the Company completed a $2 million private placement to
     offer 500,000 shares of common stock and warrants to purchase an additional
     125,000 shares of common stock at a price of $5.50 per share. These
     warrants expire on February 11, 2005.

     In September 2000, the Company completed a series of private placements to
     offer 1,302,500 shares of common stock aggregating approximately $2.6
     million and warrants to purchase an additional 1,302,500 shares of common
     stock at a weighted average exercise price of $2.78 per share. These
     warrants expire in August and September 2005.

     In March 2001, the Company completed a private placement of its common
     stock with accredited investors. The Company issued 1,350,000 shares of
     common stock for $1.00 per share and received gross proceeds of
     approximately $1.35 million. In connection therewith, the Company also
     issued 202,500 warrants to purchase shares of the Company's common stock at
     exercise prices ranging from $1.00 to $1.52.


NOTE I - EQUITY TRANSACTIONS

     1.  Beasley Transaction

         In January 2000, the Company entered into a common stock purchase
         agreement with Beasley Internet Ventures LLC ("Beasley"), whereby the
         Company issued 600,000 shares of common stock at $5.00 per share to
         Beasley in exchange for a note receivable of $3 million. Concurrently,
         the




                                      F-15
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE I (CONTINUED)

         Company entered into an advertising agreement with Beasley for $3
         million of advertising services to be provided over a two-year period.
         Beasley had the right to offset payment obligations on the note
         receivable owed to the Company by providing advertising services
         pursuant to the advertising agreement. Since the value of the stock on
         the date the agreements were consummated was $7.375 per share, an
         additional deferred service cost of $1,425,000 was recognized and was
         to be expensed over the contract period. During the year ended December
         31, 2000, the Company received $1,748,702 of advertising, which reduced
         the note receivable. The remaining balance on the note receivable at
         December 31, 2000 of $1,251,298 was shown as a stock subscription
         receivable in stockholders' equity. During the year ended December 31,
         2000, the Company expensed approximately $831,000 of the deferred
         service cost related to the Beasley agreement.

         In March 2001, the Company sold the remaining unused advertising value
         and the stock subscription receivable under the agreements to a
         consultant for $250,000 in cash and issued a warrant to purchase
         125,000 shares of common stock valued at $172,500, on the grant date.
         Prior to the sale of the unused advertising and stock subscription
         receivable, the Company recognized $771,783 of expense for the quarter
         ended March 31, 2001. As a result of this transaction, the Company
         recognized a loss of approximately $996,000 in 2001, which is shown as
         "Loss on sale of advertising contract" on the statement of operations.

     2.  Go2Net Transaction

         In March 2000, the Company entered into a one-year agreement with
         Go2Net, Inc. ("Go2Net"), whereby Go2Net provided the Company with
         metasearch services, allowing the Company to have its search results
         incorporated with Go2Net's. In exchange for these services, Go2Net
         received warrants to purchase 725,000 shares of the Company's common
         stock at $5.50 per share. Pursuant to the agreement, as the Company
         issued any additional shares of common stock, options or warrants at an
         exercise price less than the exercise price of $5.50, then in each
         case, the exercise price was lowered to an amount determined as per the
         agreement and Go2Net was entitled to receive an additional number of
         shares calculated as per the agreement. The value of the warrants was
         remeasured at each reporting date until the services were completed.
         These warrants were valued at approximately $587,000 based on the
         market price as of December 31, 2000, and, accordingly, approximately
         $440,000 was charged to operations and reflected in sales and marketing
         expense for the year ended December 31, 2000. As of December 31, 2000,
         based on adjustments made pursuant to the agreement, the total warrants
         outstanding were 803,936, with an exercise price of $4.96 per share.




                                      F-16
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE I (CONTINUED)

         In March 2001, the Company amended the agreement and fixed the number
         of warrants outstanding to 801,839 at an exercise price of $4.97. In
         2001, the Company recorded an expense of approximately $643,000
         pursuant to this agreement.

     3.  Other Transactions

         In April 2000, the Company issued 7,000 shares of common stock for
         search result services at a closing market price of $9.00 per share. In
         June 2000, the Company issued 5,000 shares and 8,000 shares of common
         stock for promotional and advertising services at a closing market
         price of $3.00 per share and $2.8125 per share, respectively. All
         shares pursuant to these agreements vested immediately. The Company
         recognized an expense of $100,500 on these agreements during the year
         ended December 31, 2000.

         In August 2000, the Company issued 13,848 shares of common stock for
         public relations services at a closing market price of $2.125 per
         share. In September 2000, the Company issued 5,046 shares and 2,696
         shares of common stock for public relations services at a closing
         market price of $3.375 per share and $3.00 per share, respectively, and
         issued warrants to purchase 25,000 shares of the Company's common stock
         at a price of $2.50 per share. These warrants have a fair value of
         $50,500. In October, November and December 2000, the Company issued
         9,083 shares, 8,000 shares and 12,308 shares, respectively, for public
         relations services at a closing market price of $2.50 per share, $1.25
         per share and $0.8125 per share, respectively. Total expense recognized
         for these shares and warrants was approximately $145,000 during the
         year ended December 31, 2000.

         In February 2001, the Company issued a warrant to purchase 125,000
         shares of common stock at $1.00 per share for consulting services. The
         fair market value of the warrant was $122,500 and is being amortized
         over one year, the term of the consulting agreement. As of December 31,
         2001, approximately $15,000 was shown as deferred service cost in
         stockholders' equity.


NOTE J - STOCK INCENTIVE PLAN

     In June 1999, the Board of Directors of the Company adopted the 1999 Stock
     Incentive Plan ("the Plan"). The total number of shares reserved and
     available for distribution to the Company's key employees, officers,
     directors, consultants and other agents and advisors under this Plan as of
     December 31, 1999 were 1,000,000 shares. Awards under the Plan consist of
     stock options (both qualified and non-qualified options), restricted stock
     awards, deferred stock awards and stock appreciation rights. In




                                      F-17
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE J (CONTINUED)

     January 2000, the Board of Directors of the Company amended the Plan to
     increase the total number of shares reserved and available for distribution
     to the Company's key employees, officers, directors, consultants and other
     agents to 1,975,000 shares, which was approved by the shareholders in July
     2000.

     On June 11, 2001, the Company's shareholders approved an amendment
     increasing the number of shares available for issuance under the Company's
     1999 Stock Incentive Plan from 1,975,000 to 4,200,000 shares and increasing
     the number of shares an individual employee can receive from 600,000 to
     1,000,000.

     During the years ended December 31, 2001 and 2000, the Company granted
     options to employees and directors totaling 1,414,600 and 759,500,
     respectively, and granted options to nonemployees totaling 0 and 128,000,
     respectively. The options issued for employees in 2001 and 2000 vest in a
     range of immediate vesting up to four years vesting and expire in ten
     years. Options granted to nonemployees in 2000 vest in a range of immediate
     vesting up to four-year vesting and have a life of either five or ten
     years.

     The Company has adopted the provisions of Statement of Financial Accounting
     Standards No. 123 ("SFAS No. 123"), "Accounting for Stock Based
     Compensation," that relate only to pro forma disclosures required by SFAS
     No. 123 for employee plans. It applies APB Opinion 25, "Accounting for
     Stock Issued to Employees," and does not recognize compensation expense for
     its stock-based compensation plans for employees. If the Company had
     elected to recognize compensation expense based upon the fair value at the
     grant date for awards under these plans, consistent with the methodology
     prescribed by SFAS No. 123, then the Company's net loss and loss per share
     would be increased to the pro forma amounts indicated below:

                                                  As reported       Pro forma
                                                  -----------      -----------

       YEAR ENDED DECEMBER 31, 2001
           NET LOSS                               $  (347,455)     $(1,420,595)
                                                  ===========      ===========

           LOSS PER SHARE - BASIC AND DILUTED     $     (0.02)     $     (0.09)
                                                  ===========      ===========


       Year ended December 31, 2000
           Net loss                               $(8,805,446)     $(9,159,340)
                                                  ===========      ===========

           Loss per share - basic and diluted     $     (0.63)     $     (0.65)
                                                  ===========      ===========





                                      F-18
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE J (CONTINUED)

     The fair value of these options was estimated at the date of grant using
     the Black-Scholes option pricing model with the following weighted-average
     assumptions:

                                              For the year
                                           ended December 31,
                                       -------------------------
                                       2001                 2000
                                       ----                 ----

             Volatility                 138%                 168%
             Risk-free rate            5.63%                   6%
             Expected life          10 years             10 years
             Forfeiture rate              0%                   0%
             Expected dividends           0                    0

     The weighted-average fair value of all Plan options granted during the
     years ended December 31, 2001 and 2000 was $1.53 and $2.83, respectively,
     and the weighted-average exercise price was $1.58 and $2.95, respectively.

     Stock option activity under the Plan during the years ended December 31,
     2001 and 2000 is summarized below:

                                                                    Weighted-
                                                                     average
                                                                    exercise
                                                   Options            price
                                                   -------            -----

             Balance, December 31, 1999              721,213

             Granted                                 887,500         $2.95
             Exercised                               (30,000)         1.06
             Canceled                                (84,500)         3.50
                                                  ----------

             Balance, December 31, 2000            1,494,213

             Granted                               1,414,600          1.58
             Exercised                               (38,250)         2.39
             Canceled                                (48,125)         2.77
                                                 -----------

             Balance, December 31, 2001            2,822,438
                                                   =========





                                      F-19
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE J (CONTINUED)

     The following table summarizes information concerning currently outstanding
     and exercisable stock options under the Plan:

<TABLE>
<CAPTION>
                                                   Weighted-
                                                    average             Weighted-                          Weighted-
             Range                                 remaining             average                            average
          of exercise            Number           contractual           exercise            Number          exercise
             price             Outstanding        life (years)            price           exercisable        price
        ------------           -----------        ---------------       ---------         -----------      --------

<S>                            <C>                   <C>                <C>               <C>               <C>
         $1.00 - $ 3.00        2,479,188             7.65               $  1.62           1,021,088         $  1.68
          3.01 -   6.00          296,625             7.45                  5.40             151,031            5.35
          6.01 -   9.00           41,625             8.28                  6.56              10,406            6.56
         12.00                     5,000             8.22                 12.00               1,250           12.00
                               ---------                                                  ---------

                               2,822,438                                                  1,183,775
                               =========                                                  =========
</TABLE>


NOTE K - DATABASE LICENSE

     In August 1999, the Company acquired a database license from Inktomi, Inc.
     ("Inktomi"), which required minimum aggregate payments of $600,000 over the
     three-year life of the contract. The Company accounted for this license as
     an executory contract and recorded expense as the service was provided. As
     of December 31, 2000, payments of $260,000 under the license had been
     expensed, of which $180,000 had been paid. In 2001, the Company paid the
     remaining $80,000 and, in April 2001, reached an agreement with Inktomi to
     terminate this executory contract.


NOTE L - INCOME TAXES

     At December 31, 2001, the Company had operating loss carryforwards of
     approximately $8.8 million, expiring through 2020. No assurance can be
     given as to the Company's ability to utilize the net operating loss
     carryforwards. The future availability of such carryforwards may be limited
     based on certain changes in stock ownership. A 100% valuation allowance has
     been established to fully reserve for the deferred tax assets as it is not
     considered more likely than not that the benefit will be realized in the
     future.




                                      F-20
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE L (CONTINUED)

     Components of the Company's deferred tax asset at December 31, are as
follows:

                                                2001             2000
                                            -----------      -----------

       Stock option compensation            $   318,000      $   176,000
       Deferred service cost                     43,000           43,000
       Net operating loss carryforwards       3,500,000        3,827,000
       Capital expenditures                      43,000           60,000
       Other                                    101,000
                                            -----------      -----------

                                              4,005,000        4,106,000
       Valuation allowance                   (4,005,000)      (4,106,000)
                                            -----------      -----------

       Net deferred tax asset               $     -          $     -
                                            ===========      ===========


NOTE M - FOURTH QUARTER 2000 ADJUSTMENT

     During the fourth quarter of the year ended December 31, 2000, the Company
     recorded a significant adjustment of approximately $7.2 million pertaining
     to the valuing of the warrants issued to Go2Net (see Note I). The effect of
     this adjustment was to reduce sales and marketing expense on the statements
     of operations and decrease deferred service cost and accumulated deficit in
     stockholders' equity. The effect on a quarterly basis is as follows:

                                                         Net loss
       Three months ended             Net loss           per share
       ------------------           -------------        ---------
                                    - - - - - - (unaudited) - - - - - -

       June 30, 2000
         As reported                 $ (5,048,274)         $ (0.37)
         As adjusted                   (2,875,274)           (0.21)

       September 30, 2000
         As reported                   (4,375,674)           (0.31)
         As adjusted                   (2,255,927)           (0.16)





                                      F-21
<PAGE>


                           FindWhat.com and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2001 and 2000



NOTE N - SUBSEQUENT EVENTS

     On January 17, 2002, the Company filed a complaint against Overture
     Services, Inc. seeking a declaration that a patent owned by Overture is
     invalid, unenforceable and not infringed by the Company. On January 25,
     2002, Overture Services, Inc. filed a related lawsuit accusing the Company
     of patent infringement.

     These legal actions are in the early stages and the Company cannot
     guarantee the outcome. However, the Company believes that it will prevail
     in each of the actions and it intends on vigorously defending its position.

     The Company is a defendant in various legal proceedings from time to time,
     regarded as normal to its business, and, in the opinion of management, the
     ultimate outcome of such proceedings will not materially affect the
     Company's financial position or the results of its operations.





                                      F-22