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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, 2002

                         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.)

                           5220 SUMMERLIN COMMONS BLVD
                            FORT MYERS, FLORIDA 33907
                    (Address of principal executive offices,
                               including zip code)

                                (239) - 561-7229
                           (Issuer's telephone number,
                              including area code)

<TABLE>
<S>                                                                     <C>
        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)
</TABLE>

        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 in response to Item
405 of Regulation S-B contained in this form, and no disclosure will 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. [X ]

        The issuer's revenues for the fiscal year ended December 31, 2002, were
$42,804,602.

        The aggregate market value of the Registrant's common equity held by
non-affiliates of the Registrant was approximately $50,184,631 on December 31,
2002.

        There were 18,169,513 shares of the Registrant's Common Stock
outstanding on December 31, 2002.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

        Proxy Statement for 2003 Annual Meeting of Stockholders


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                                     PART I


FORWARD-LOOKING STATEMENTS

        This document contains certain forward-looking statements that are based
upon current expectations and involve certain risks and uncertainties within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or
expressions such as "plan," "intend," "believe," "project," or "expect," or
variations of such words and similar expressions are intended to identify such
forward-looking statements. Key risks are described in FindWhat.com's reports
filed with the U.S. Securities and Exchange Commission. Readers should note that
these statements may be impacted by several factors, including economic changes
and changes in the Internet industry generally and, accordingly, FindWhat.com's
actual performance and results may vary from those stated herein, and
FindWhat.com undertakes no obligation to update the information contained
herein.


ITEM 1.         DESCRIPTION OF BUSINESS.

OVERVIEW

        We are a leading developer and provider of performance-based marketing
services for the Internet. Our clients only pay us for each Internet user we
deliver to their websites. We currently offer three primary proprietary
performance-based services: the FindWhat.com Network, a keyword-targeted
advertisement service that distributes millions of advertisements throughout the
Internet each day based on a bid-for-position, pay-per-click pricing model; a
private label service, which offers large portals, search engines, and other
popular websites the opportunity to brand and sell their own pay-per-click,
keyword-targeted advertisement service using our turn-key operation; and
BeFirst.com RankPro, a search engine optimization service.

        Our main focus is the operation of online marketplaces that connect the
prospects that are most likely to purchase specific goods and services to the
advertisers that provide those goods and services. Advertisers create
advertisements, or keyword-targeted ads, which are comprised of titles,
descriptions, URL links, and relevant keywords or keyword phrases. For each
keyword, the advertisers determine what price they are willing to pay for a
qualified click-through. The pricing process is an open, automated,
bid-for-position system. The highest bidder for a particular keyword or phrase
receives the first place position, with all other bidders on that same keyword
or phrase listed in descending bid order. Through our Account Management Center,
or similar centers created for private label partners' sites, advertisers can
sign-up and manage their accounts themselves, 24 hours a day, seven days a week.
They can control and track their bids, the placement of their keyword ads, their
total expenditures, and their cost per visitor, all in a real-time environment.
As a result, they can easily determine and work to improve their return on their
investment from our services. Our editors review every keyword to ensure that
the listing is appropriate for that advertiser's website. This methodology
produces extremely relevant commercial listings for Internet users looking for
products and services, and drives highly qualified traffic to our managed
advertisers.

        Along with our private label partners, such as Terra Lycos's Lycos.com
and HotBot, we distribute advertisements to millions of Internet users each day,
often in direct response to search or directory queries. The FindWhat.com
Network includes hundreds of distribution partners, including search engines
like CNET's Search.com, Excite, Webcrawler, NBCi, MetaCrawler, Dogpile, and
Go2Net. We recognize 100% of the revenue from paid click-throughs on the sites
in the FindWhat.com Network, and then share that revenue with those sites. We
recognize only our share of the revenue generated from private label
initiatives. With both the FindWhat.com Network and the private label service,
our services are a source of revenue and relevant keyword-targeted ads for our
partners, while providing our managed advertisers with exposure to potential
customers across the Internet. As with the Yellow Pages in the offline world,
our managed 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.






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        Key metrics for the FindWhat.com Network and our private label service
include paid click-throughs, average revenue per click-through, and managed
active advertiser accounts. The following table lists these key metrics for each
of the last ten quarters for the FindWhat.com services, which, beginning with Q3
2002, represent the aggregate key metrics from the FindWhat.com Network and our
private label service.


<TABLE>
<CAPTION>

Quarter              Paid Click-throughs            Avg. Revenue per            Managed Active
                        (in millions)                Click-through           Advertiser Accounts
<S>                      <C>                          <C>                        <C>
Q4 2002                     75.3                         $0.18                      22,400
Q3 2002                     60.8                         $0.18                      18,500
Q2 2002                     54.2                         $0.18                      17,100
Q1 2002                     50.8                         $0.17                      16,500
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
</TABLE>

        We were organized under the laws of the State of Nevada under the name
Collectibles America, Inc. and, in June 1999, we merged with BeFirst Internet
Corporation, a Delaware corporation. As a result of the merger, the stockholders
of BeFirst Internet Corporation acquired control of us and BeFirst Internet
Corporation became a wholly owned subsidiary. On June 17, 1999, we changed our
name from Collectibles America, Inc. to BeFirst.com. In September 1999, we
changed our name from BeFirst.com to FindWhat.com. We have offered our BeFirst
RankPro service, which provides search engine optimization services to Internet
advertisers, since March 1998. The FindWhat.com Network was commercially
launched in September 1999. We launched our private label service in September
2002, providing a bid-for-position, pay-per-click, keyword-targeted
advertisement service for Terra Lycos's Lycos and HotBot.


INDUSTRY OVERVIEW

        Use of the Internet is experiencing rapid growth, and advertisers,
especially those that rely on their websites for revenue or to disseminate
information about their products and services, are constantly seeking to reach
online users. We believe more and more online advertisers are turning to
performance-based advertising to fulfill their Internet marketing objectives.

        Historically, advertising, including most online advertising, has been
impression-based, meaning that advertisers are charged based on the number of
viewers, listeners, readers, or users who are potentially exposed to their ad,
with no guarantee that the ad was seen, heard, or read. With the inherent
accountability of the Internet, and the decreasing attention paid to banner ads,
online advertisers are increasingly demanding performance-based advertising
alternatives, where advertisers only pay for every visitor, or click-through,
who either gets to the advertisers' websites, or who registers for or buys the
products or services offered. According to the Interactive Advertising Bureau
(IAB), 55% of all U.S. online advertising spending in the first half of 2002
included a performance-based component, up from 50% in the first half of 2001.

        Internet advertisers can select from a variety of performance-based
advertising alternatives, including pay-per-click banner, e-mail, and pop-up
campaigns. However, performance-based, keyword-targeted advertisements have the
advantage of getting an advertiser's message in front of prospects at the time
when the prospects have shown they are interested in what the advertiser has to
offer, either because the prospect has searched for the keyword, or has visited
a site that relates to that keyword. As a result, advertisers have increased the
allocation of their online marketing budgets that is spent on keyword-targeted
advertisements; according to the IAB, keyword search accounted for 8% of total
online advertising revenue during the first six months of 2002, compared to 3%
during the first six months of 2001. According to US Bancorp Piper Jaffrey,
revenue from keyword search in the United States will grow from $1.0 billion in
2002 to $3.8 billion in 2006.

        Internet users and advertisers alike have come to rely on browser
applications and websites which provide Web directories, search engines, or
contextually relevant listings as one of the ways for buyers of certain products
and services to find the companies that provide those items. These applications
and websites enable consumers and businesses to find a listing of advertiser
sites matching a descriptive word or phrase, while offering advertisers


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exposure to a highly relevant Internet audience. However, in order to attract
and keep users, many of these applications and websites have created additional
tools and a vast array of content and services which are costly to build and
maintain. Many are small, and need expert, reliable assistance in generating
revenue and managing the sources of their traffic. We believe Internet users,
online advertisers, and these applications and websites face the following
challenges:

        Internet users' unmet commercial search requirements. Businesses and
consumers increasingly are capitalizing on the efficiency and interactive nature
of the Internet to research and purchase goods and services. According to
Forrester Research, e-commerce in the U.S. will grow from approximately $500
million in 2000 to over $3 billion by 2004. However, the number of commercial
websites on the Internet is extremely large and growing rapidly, and finding the
exact product or service desired among the over two billion web pages available
on the Internet can be frustrating and time-consuming. To find what they are
looking for, some Internet users rely on browser applications or websites which
offer listings from search engines. However, search engines that determine their
commercial results using human editors can suffer from links to commercial sites
that no longer exist ("dead links"), or that have materially changed their
content. Search engines that determine their commercial 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 commercial queries by traditional search engines may
generate irrelevant results, due to manipulation by websites which are not
relevant for the keyword entered. We believe that when looking for sites that
sell products and services, Internet users want the most relevant listings of
commercial websites, and often do not differentiate between listings that are
placed by advertisers and those that are determined by human editors or
automated programs.

        Ineffectiveness of traditional Internet advertising. Traditionally,
Internet advertising has been in the form of banner or sponsorship advertising,
which is typically priced with advertisers paying for viewers. Advertising with
portals or other high traffic websites is typically expensive and available only
to relatively large advertisers, which limits the number of Internet advertising
opportunities. We believe the pay-per-view, or pay-per-impression, 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 increasingly
are shifting their online advertising expenditures toward the
pay-for-performance model. We also believe that over time, advertisers
increasingly are shifting their online advertising expenditures toward
keyword-targeted advertisements, given the logical desire to get an advertising
message in front of a prospect at the time that the prospect is looking for the
advertiser's product or service.

        Need by browser applications and websites which provide Web directories,
search engines, or contextually relevant listings to fund their offerings to
Internet users and capitalize on advertiser demand for performance-based,
keyword-targeted advertisements. In order to attract Internet users, browser
applications and websites need to create compelling tools, functionality and
content. This is expensive and time-consuming, especially because the
competition for Internet users' attention is intense. These applications and
websites need a revenue source to fund the cost of attracting and retaining
Internet users, preferably a revenue source that capitalizes on both the demand
by Internet users for high quality, relevant commercial listings, and the demand
by online advertisers of all sizes for performance-based, keyword-targeted
advertisements. These applications and websites which provide Web directories,
search engines, or contextually relevant listings, especially those that do not
have significant capital or their own sales force, often do not have the
resources or attention to manage such a revenue source, and need to rely on
third parties to provide the means to capitalize on this advertising revenue
opportunity.

        Need by large portals and high traffic websites to create deeper
relationships with large numbers of advertisers, in order to attract interest in
all of the advertising services they offer. While most browser applications and
websites which provide Web directories, search engines, or contextually relevant
listings are small or medium-sized businesses, and have limited sales
capabilities, the largest portals and high traffic websites do have extensive
sales forces and offer a variety of advertising services. They recognize the
opportunity to offer their own performance-based, keyword-targeted advertisement
service, but do not have the capability or interest to manage the tens of
thousands of advertisers that would be interested in such a service, including
reviewing advertisers' listings for relevancy and ensuring that advertisers are
only charged for legitimate click-throughs. However, traditionally, if they
outsource the management of keyword-targeted advertisements, they lose the
opportunity to have a direct relationship with those tens of thousands of
advertisers, some of which may be candidates for the portal or high traffic
website's other advertising services.

         We believe that there has been frustration and discontent among
consumers and businesses concerning the



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difficulty of finding websites which offer them comprehensive information
regarding specific commercial products and services. Additionally, we believe
that advertisers have been looking for alternatives to traditional Internet
advertising, and that websites and browser applications with high traffic need
new, sustainable, and recurring sources of revenue. Finally, we believe the
largest portals and high traffic websites would like to have a direct
relationship with the tens of thousands of advertisers interested in
performance-based, keyword-targeted advertisement services. This has presented a
market opportunity for FindWhat.com, which offers solutions to these four
issues.


THE FINDWHAT.COM SOLUTION


THE FINDWHAT.COM NETWORK

        The FindWhat.com Network is designed as an online marketplace that
connects the consumers and businesses that are most likely to purchase specific
goods and services with the advertisers that provide those goods and services,
along with providing an additional revenue stream to browser applications and
websites which provide Web directories, search engines, or contextually relevant
listings. We view the FindWhat.com Network as similar to the Yellow Pages in the
offline world, in other words, as a tool for people or businesses that are
actively looking to research or purchase goods or services. While our
advertisers' listings are available at our website, their listings are primarily
viewed by people using our distribution partners' websites and browser
applications. We distribute the listings our advertisers have placed with us to
hundreds of high traffic websites and applications, including search engines
like CNET's Search.com, Excite, Webcrawler, NBCi, MetaCrawler, Dogpile, and
Go2Net. Many of these distribution partners which offer full search
functionality 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.

        Advertisements from the FindWhat.com Network 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 of their bids. Because advertisers
must pay for each click-through to their website, we believe that they select
and bid only on those keywords 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 ensure that
advertisers do not bid on irrelevant keywords.

        BENEFITS FOR INTERNET USERS

        Matching buyers with sellers. We believe that the bid-for-position,
pay-for-performance model delivers a better and more relevant list of commercial
sites for Internet users looking for a product or service, because companies
actively promoting and selling the desired goods and services are positioned
first within the FindWhat.com listings. The occurrence of dead links is
extremely rare because advertisers remove any of their keyword-targeted ads 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 have what they want to find.

        A robust database. Tens of thousands of advertisers and their agencies
are bidding on millions of keywords within the FindWhat.com Network, so users of
our distribution partners' websites and browser applications that are looking
for a wide variety of products and services will be provided with highly
relevant lists of commercial websites.

        Accessibility. Through our distribution partnerships, the FindWhat.com
database has wide accessibility for online users. This gives tens of millions of
users the opportunity to access the millions of advertisements within the
FindWhat.com database without having to visit the FindWhat.com website.

        BENEFITS TO ADVERTISERS

        Delivery of the target market. The FindWhat.com Network enables
marketers to target their message directly at the prospects who are shopping for
products or services in their category. Our advertisers accomplish this precise
targeting of qualified prospects by bidding to reach Internet users who have
expressed their interest in the advertisers' product and service offerings,
usually by typing in or clicking on related keywords or phrases, or by



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visiting sites that indicate the users' interests.

        Widespread Distribution. By bidding highly for keywords or phrases, an
advertiser's listing will appear across the hundreds of distribution partners in
our network. Our network includes primarily smaller online entities, including
category-specific websites, which generate very targeted prospects for our
advertisers' sites, leading to high returns on our advertisers' spending with
us. As we increase the distribution of our keyword-targeted ads, our advertisers
have the opportunity to get their messages to a greater percentage of Internet
users, and to receive additional qualified visitors to their websites.

        Control. The advertiser maintains control over their keyword ads within
the FindWhat.com Network. 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 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 Account 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
FindWhat.com are low. Any company with a website can utilize FindWhat.com's
services. Participation in the FindWhat.com Network requires a minimum deposit
of $25. The account is then charged for each visitor who clicks through to the
advertiser's website. The minimum starting bid for a click-through on a specific
keyword is currently $0.01.

        Efficiency, accountability and evaluation. FindWhat.com 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 Account
Management Center shows advertisers what their competition is bidding for any
specific keyword, and allows them to make competing bids. The bidding for
keywords is automated in real time, so that results are instantaneous. Through
the Account Management Center, advertisers can control and track these bids, the
placement of their keyword ads, 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 FindWhat.com, advertisers are confident
that they are not wasting their advertising dollars because they pay only for
the prospects that 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 BROWSER APPLICATIONS AND WEBSITES WHICH PROVIDE WEB
DIRECTORIES, SEARCH ENGINES, OR CONTEXTUALLY RELEVANT LISTINGS

        Sustainable, recurring, high margin revenue. By including FindWhat.com's
keyword ads, our distribution partners can earn revenue from their users who are
interested in finding products or services. As noted above, an increasing number
of people are shopping via the Internet, so we believe our database of
advertisements will continue to be in high demand on a continuous basis. Because
FindWhat.com handles all of the interaction with the tens of thousands of
advertisers required to offer a comprehensive, keyword-targeted advertisement
service, there is very little cost involved for our distribution partners to
receive their share of this recurring revenue stream. Many of our distribution
partners are small or medium-sized entities, and do not have their own sales
force. Their share of revenue from FindWhat.com's keyword ads serve as an
important source of capital to support the costs of running their businesses.

        High quality content. We view our database of keyword advertisements to
represent continuously updated, high quality content for any website or browser
application which wishes to offer its users access to e-commerce-oriented
information. Our bid-for-position, pay-per-click environment encourages the most
relevant, highest-quality advertisers to garner the top positions in our
listings. The advertisers which are the most relevant, and which have a website
that is professional and easy to use, will make more sales than the other
bidders in their category, and therefore will be able to afford the highest
positions. Typically, the FindWhat.com advertisers at the top of our listings
represent some of the best places to find what the Internet user is seeking, so
distribution partners which utilize our service are fulfilling their users'
demand for high quality commercial results.

        Focus on helping partners of all sizes. For distribution partners, the
integration of FindWhat.com's



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keyword-targeted ads is quick and easy, enabling entities of all sizes to be
viable candidates to join the FindWhat.com Network. We continually focus on ways
to work more closely with each distribution partner, no matter how large or
small. We have contracts in place with each distribution partner; however, we
believe that the combination of our resources, expertise, reliability, and focus
on small to medium-sized partners is unique in our sector, leading to long-term,
mutually-beneficial relationships that depend more on our ongoing efforts to
help our partners' businesses, than the terms of our contracts.



PRIVATE LABEL SERVICE

        Our private label service offers large portals, search engines, and high
traffic websites the opportunity to brand and sell their own pay-per-click,
keyword-targeted advertisement service using our turn-key operation. We build
and host a partner-branded sign-up page for advertisers and a separate
advertiser account management center designed to the private label partners'
specifications. The partner can set certain key variables, such as the minimum
initial deposit and the minimum bid amount. The service utilizes our technology
platform, and we perform the editorial review of all keyword ads, along with
customer service support, and processing of advertiser deposits. We provide a
service that looks and feels like it is being provided by our private label
partner, from the way we answer incoming calls from advertisers to the colors
and logos used within the private label partner's account management center.
Most importantly, the private label partner owns the advertiser relationship,
and has the ability to work directly with advertisers on promoting their keyword
ad campaign, or any other advertising campaign or service offered by the private
label partner on its own website. Some advertisers who sign up for the private
label partner's service may also be advertising on the FindWhat.com Network, but
there is no overlap between the FindWhat.com Network and the private label
offering; advertisers must manage their separate accounts individually.


        Historically, large portals earned most of their revenue from banner
revenue, and did not offer advertisers any direct way to purchase listings
within the portals' search results. In late 2000, large portals began to
incorporate paid listings among their search results, and by early 2002, every
major U.S. portal or search engine was taking advantage of this revenue stream.
Almost all large portals and search engines have chosen to outsource the
compilation and maintenance of keyword-targeted ads to a third-party. However,
the few that offer the service themselves have experienced rapid adoption by
advertisers, and increasing revenue from their keyword advertisements. In
September 2002, we launched our private label service with our first client,
Terra Lycos's Lycos and HotBot. We believe that other large portals or high
traffic websites will offer their own keyword-targeted advertisement service,
and our goal is to convince them that we can provide it for them better and more
efficiently than they could do it themselves. We can make no assurance that we
will be successful in convincing additional portals or high traffic websites to
use our private label service.


        BENEFITS TO LARGE PORTALS AND HIGH TRAFFIC WEBSITES

        Speed to Market / Cost Savings. We were able to implement a fully
functional private label service for Terra Lycos less than two months from the
execution of our agreement. We believe that it would take a large portal
significantly longer to build a keyword-targeted advertisement service on its
own, due to the technological and business process requirements. We also believe
that we can offer the private label service at a lower ongoing cost than the
portal would incur to manage the service, with a higher level of service to
advertisers, due to our experience and the efficiencies we can realize by
leveraging assets built to run our FindWhat.com Network.

        Direct Relationship with Advertisers / Cross-Selling Opportunities.
Portals and high traffic websites that import paid listings from third parties
do not have any contact with, or ownership of, the advertiser relationship.
While this may be a benefit to a smaller website that does not have its own
sales force, it can be a detriment to a large portal that offers numerous
advertising alternatives. Over the last few years, advertiser demand for
keyword-targeted, performance-based advertising services - specifically the
ability to pay-for-placement within search results on large portals - has grown
dramatically, and prominent position within search results can now command very
high bid prices per click. However, advertisers are quick to realize which
company can provide that position, and if it is a third party, the advertiser
will go straight to that third party, bypassing the portal. In such a scenario,
the portal's sales force has lost an opportunity to build a direct relationship
with an advertiser, which might have been a candidate for some of the portal's
other advertising offerings. With the FindWhat.com private label service, the
portal maintains the relationship with the advertiser, and the portal's sales
force now has the opportunity to contact any of the thousands of advertisers
attracted by the keyword-targeted advertising service to see if there is the


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possibility to build a deeper relationship.

        Ability to Focus on Core Business. Large portals and high traffic
websites typically are engaged in competition with other companies that provide
similar services. Attracting Internet users to a portal or high traffic website
requires constant innovation and focus on providing updated, high quality
content. We believe that the skills and effort required to run a
keyword-targeted advertisement service are very different, and would require
significant investment and management focus in order to provide an attractive
service. With our private label service, large portals and high traffic websites
do not need to worry about expending resources, hiring and managing specialized
personnel, overseeing a sophisticated technology platform, or providing any of
the other aspects of providing the service.

        Revenue Recognition. Traditionally, large portals and high traffic
websites which import paid listings from third parties only recognize the share
of the revenue that the third party pays to them (the third party collects and
recognizes the gross revenue paid by the advertisers). With the private label
service, the portal or high traffic website owns the advertiser relationship,
and pays us a share. We only recognize our share as revenue.

        Non-exclusivity. For a large portal or high traffic website, the
attraction of importing keyword-targeted ads from a third party is that
historically third parties have paid and/or guaranteed significant sums to work
with the portals and high traffic websites. Recently, increased competition
among third parties which serve large portals and websites has led to even
higher payments. Typically these payments are tied to exclusivity, meaning the
portal or website cannot import paid listings from a different third party,
although the portal often can preserve its right to offer its own advertisements
on its own site. With the private label service, portals and high traffic
websites can continue to receive large payments, while reaping the strategic
benefits of having their own branded service.


STRATEGY

        INCREASE NUMBER OF MANAGED ADVERTISERS

        Many of our advertisers learn of our services by seeing our name online
at our distribution partners' websites, or on sites that provide marketing
resources to Internet businesses. Additionally, we recruit advertisers to
utilize our services through our direct sales efforts. Our sales staff targets
e-commerce businesses which they locate through online and offline research. Our
sales staff in our Fort Myers, FL office usually contacts potential advertisers
directly, utilizing telemarketing and e-mail. Our sales personnel in our New
York, NY office focus more on advertising agencies. We also attend trade shows,
seminars, and conferences in which we believe potential advertisers will be
receptive to our services, and we seek to build referral arrangements with
entities that can promote our service to large numbers of potential advertisers.
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 NUMBER OF CLICK-THROUGHS DELIVERED TO OUR MANAGED ADVERTISERS

        We do not try to attract Internet users directly to our website to find
our advertisers' products and services. Instead, we focus on increasing the
number of click-throughs available via the FindWhat.com Network by signing new
distribution partners, and building deeper relationships with our existing
distribution partners. These distribution partners display our keyword ads to
their users. In Q4 2002, we had over 200 distribution partners, and we believe
there are hundreds of additional potential distribution partners. Through our
private label agreement with Terra Lycos's Lycos and HotBot, we utilize our
proprietary technology and business processes to power a performance-based,
keyword-targeted advertisement service branded as Lycos InSite AdBuyer. This
allows Terra Lycos to generate additional revenue from their user base, and we
share in that revenue. As of December 31, 2002, Terra Lycos was our only private
label client. We believe additional large portals and high traffic websites
could use our private label service, and we are actively marketing this service;
however, we can make no assurance that we will be successful in convincing any
additional portals or high traffic websites to use our private label service.


        INCREASE REVENUE AND CASH FLOW / EXPLORE ADDITIONAL SERVICES

        Our objective is to expand advertiser participation and increase
click-throughs within the FindWhat.com Network and on our private label
partner's websites. Each click-through is a "revenue event" for FindWhat.com,
because we charge advertisers for our services on a pay-per-click basis. We
believe that if we continue to increase the number of advertisers actively
bidding for click-throughs, we will stimulate growth which should increase the
efficiency and revenue opportunity of our services. A large and active base of
advertisers will enable us to generate


                                       8
<PAGE>

more relevant listings for users of our distribution partners' sites, which in
turn should increase the number of consumers and businesses clicking through on
our managed advertisers' listings. In turn, as we increase our distribution
partner network and our private label service, and thereby increase potential
exposure to Internet users, more and more advertisers should be willing to bid
for keyword-targeted ads. We believe that future growth may come from providing
additional services to our advertisers, distribution partners, and private label
clients. We believe we have built positive ongoing relationships with these
constituents, which may allow us to quickly introduce and penetrate markets
beyond our current focus of providing keyword-targeted ads on a primarily
national basis. We continually explore the prospects of offering new products
and/or services, which could be obtained through merger and acquisition activity
or through our own internal development process, but in any event we can make no
assurance that we will be successful in introducing any additional products
and/or services, or if we do, that they will achieve significant market
acceptance.


SALES & MARKETING

        Our sales and marketing efforts are coordinated out of our New York City
and Ft. Myers, FL offices. As of December 31, 2002, we had 15 people in our
sales department, five business development personnel, and two individuals
focused on marketing. Our sales department seeks to add new advertisers to the
FindWhat.com Network, while our business development department focuses on
adding new distribution partners to that network. Our sales, marketing, and
business development representatives report to supervisors and have direct
communication with our Chief Operating Officer, who oversees our sales,
marketing, and business development efforts. Almost all of our paid
click-throughs come through our distribution partners' and private label
partner's websites, and, as a result, we do not spend any marketing efforts to
attract Internet users to utilize our website at www.FindWhat.com. We do have
relationships with third parties to attract online businesses to our website in
order to encourage them to open a FindWhat.com Network account.

        ADVERTISERS

        FindWhat.com Network

        We believe businesses that become FindWhat.com Network advertisers are
those that are particularly interested in taking advantage of the growth of
e-commerce by driving targeted consumers and businesses to their websites. 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. We plan to expand our sales force
                significantly in 2003.

            -   Agency sales: In late 2002, we hired a vice president of sales;
                he is responsible for overseeing and expanding our direct sales
                staff, as well as adding additional sales personnel to focus on
                advertising agencies, which tend to represent larger
                advertisers, and can spend more money per campaign.

            -   Online promotion: Our online promotional program includes banner
                advertisements and preferred placement on websites which offer
                resources and reviews to advertisers interested in
                performance-based online marketing.

            -   Referral agreements: We seek to build referral arrangements with
                entities that can promote our service to large numbers of
                potential advertisers.

            -   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.



                                       9
<PAGE>
        Private Label Service

        We assist our private label partners to attract advertisers to their
keyword-targeted ad service, because we share in their success. We can help
train our private label partners' sales forces in techniques to promote
keyword-targeted advertising, and in some cases, we will promote their private
label offering to our FindWhat.com Network advertisers.



REVENUE MODEL

        We generate revenue primarily from:

            -   paid click-throughs on the FindWhat.com Network,
            -   private label net revenue share payments


        FindWhat.com Network keyword ad paid click-throughs. Our FindWhat.com
Network keyword ad 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.

        Private label service revenue. With our private label service, we
recognize only our share of the revenue generated from advertisers for
click-throughs on our private label partners' sites. Our private label partners
are responsible for reporting the gross revenue generated from the
click-throughs executed on their sites.


CUSTOMERS

        The FindWhat.com Network had approximately 22,400 managed active
advertiser accounts as of December 31, 2002. Managed active advertiser accounts
(which include accounts on both the FindWhat.com Network and our private label
service) are accounts which received at least one click-through during our most
recent fiscal quarter. No single advertiser account represented more than 3% of
our revenue in 2002.


COMPETITION

        The FindWhat.com Network

        We compete with companies which provide keyword-targeted advertising,
including portals and search engines which allow advertisers to
pay-for-placement within search results. Portals and search engines that offer
keyword-targeted ads on their websites or within their search engines include
Primedia's About.com, Alta Vista, America Online, Ask Jeeves's Ask.com/Direct
Hit/Teoma, FAST, Google, InfoSpace's search properties (Excite/WebCrawler/
MetaCrawler/Dogpile), Inktomi, Terra Lycos's Lycos/HotBot, MSN, and Yahoo!.
Companies which provide primarily performance-based, keyword-targeted ads, and
which seek to distribute those ads to a distribution network include Overture,
Google, Primedia's Sprinks, Kanoodle, and Ah-ha.com.

        Private Label Service

        We are not aware of any other company with an offering exactly similar
to our private label service, although Ah-ha.com offers a "Guaranteed Inclusion"
program, primarily on behalf of InfoSpace's search properties, which allows
advertisers to pay a flat fee to submit their sites to be included in
InfoSpace's various search engines.

        In addition, in the future, other companies may offer directly competing
services to both the FindWhat.com Network and our private label service. 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 offline media such as television, radio and print for a
share of advertising budgets.


TECHNOLOGY AND OPERATIONS

        We believe high traffic, keyword-targeted advertising networks,
especially those that distribute their results to third-party websites, 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



                                       10
<PAGE>

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, including technical
operations in our headquarters in Fort Myers, FL and in a hosted facility in
Atlanta, GA.

        We believe our current infrastructure and operating environment are
suitably sized and designed to give Internet users, advertisers, distribution
partners, and private label clients a positive feeling about their interaction
with FindWhat.com. 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 FindWhat.com's services 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.

        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 services.


INTELLECTUAL PROPERTY

        We have a pending United States federal application with the Patent and
Trademark Office for the mark F.A.S.T. (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 marks "FindWhat Advanced
Search Technology(SM)," "Bid For Position(SM)", "Pay For Placement(SM)",
"FindWhat(SM)", "CruiseControl(SM)", "AdAnalytics(SM)", "Performance-Driven
Marketing(SM)", "BidOptimizer(SM)", "BusinessBuilder(SM)", "AutoReplenish(SM)",
"Trafficbuilder(SM)", "Search & Win(SM)", "A Better Search Result(SM)", and
"Search Optimization Service(SM)". In February 2000, we filed a patent
application for our FindWhat.com Network with the U.S. Patent and Trademark
Office. We have filed subsequent patent applications related to additional
services or covering the 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
Network and private label service.

        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 their patents. Our complaint has been transferred to the District
Court for the Central District of California in Los Angeles. As a result, both
actions are before the District Court for the Central District of California in
Los Angeles. 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



                                       11
<PAGE>

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, 2002, we had approximately 115 employees, including
our executive officers. We had approximately 84 employees in marketing, sales
and service (which includes, but is not limited to such departments as, business
development, sales, marketing, customer service, credit transactions, business
affairs, corporate development, and affiliate relations), 6 in product
development, 10 in search serving, 11 in general and administration, and 4
administrative executive officers


BUSINESS RISKS

        We desire 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 FindWhat.com's actual results and could cause such
results to differ materially from those expressed in any forward-looking
statements we may make. Investors should consider carefully the following risks
and speculative factors inherent in and affecting the business of FindWhat.com
and an investment in our 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 SERVICES.

        We began offering search engine optimization marketing services through
our BeFirst.com service in March 1998, and in September 1999 we commercially
launched the FindWhat.com Network, our bid-for-position, keyword targeted
advertising service. In September 2002, we launched our private label service
and currently we have one private label partner. 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
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.


                                       12
<PAGE>
WE HAVE LIMITED MARKETING EXPERIENCE; THE SUCCESS OF THE FINDWHAT.COM NETWORK 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 the FindWhat.com Network is dependent upon our ability to
attract advertisers and generate traffic to our advertisers' websites. If we are
unable to enter into additional agreements to generate significant traffic to
our advertisers' websites on commercially acceptable terms, or are unable to
implement successfully current agreements, which drive traffic to our
advertisers' websites, 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 THE FINDWHAT.COM NETWORK 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 pay-per-click business model. Overture Services has advised us
that they believe our current bid-for-position pay-per-click 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 their patents. Our complaint has been transferred to the District
Court for the Central District of California in Los Angeles. As a result, both
actions are before the District Court for the Central District of California in
Los Angeles. 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 THE FINDWHAT.COM NETWORK.

        We partially depend on third-party software to operate the FindWhat.com
Network. 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
sufficient capacity and bandwidth so that the FindWhat.com Network can function
properly and our FindWhat.com website can handle current and anticipated
traffic. We currently have contracts with Sprint, UUNet, New Edge, Internap, 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.

OUR BUSINESS IS DEPENDENT UPON OUR RELATIONSHIPS WITH OUR DISTRIBUTION PARTNERS

Our distribution partners are very important to our revenue and results of
operations. During the year ending December 31, 2002, we had two distribution
partners which each represented over 10% of our total revenue. Any adverse
changes in our relationship with these or other key distribution partners could
have a material adverse impact on our revenue and results of operations. Our
agreements with our distribution partners vary in duration, and depending on the
agreement with any one particular distribution partner, may be terminable upon
the occurrence of certain events, including our failure to meet certain service
levels, general breaches of agreement terms, and changes in control in certain
circumstances. We may not be successful in renewing our existing distribution
partnership agreements, or if they are renewed, any new agreement may not be on
as favorable terms.

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

        We use internally developed systems for a portion of our
keyword-targeted paid listing request processing software. We developed these
systems primarily to increase the number of appropriate paid keyword-targeted
ads for each related keyword request made on our network, for our private label
partners, and for customer service. A significant amount of manual effort may be
required to update these systems if our competitors develop superior processing
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 processing systems and to integrate
newly-developed and purchased modules with our existing systems in order to
improve the efficiency of our paid listing 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.


                                       13
<PAGE>

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 115 employees;
our new employees include a number of key managerial, technical, financial,
marketing and operations personnel as of December 31, 2002 who has 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 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
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 BUSINESS IS PARTIALLY SUBJECT TO SEASONALITY, WHICH MAY IMPACT OUR GROWTH
RATE.

        We have historically experienced, and expect to continue to experience,
seasonal fluctuations in the number of click-throughs received by typical
distribution partners within the FindWhat.com Network. We expect that the first
and fourth quarters of each calendar year will realize more activity than the
second and third quarters, due to increased overall internet usage during these
periods. Our operating results and growth rate may vary significantly in the
future, partly due to such seasonal fluctuations. It is possible that in some
future quarter our operating results will be below the expectations of public
market analysts and investors due to seasonality and in such event, the price of
our common stock could be materially adversely affected.




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, 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
facilities 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



                                       14
<PAGE>

cause interruptions in our services and websites. 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 paid keyword-targeted ad
website 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 that 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, and

-   some users of our services may have negative experiences with other
    companies on their websites 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 specific 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 such infringement or misappropriation could have a material
adverse effect on our business, prospects, financial condition and results of
operations.

        We own federal service mark registrations 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.


                                       15
<PAGE>

        The process and technology we use to operate the FindWhat.com Network is
critical to the success of our business. In February 2000, we filed a patent
application for our FindWhat.com Network with the United States Patent and
Trademark Office. Subsequently, we have filed additional patent applications
covering additional services and the 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 Network 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 assert infringement claims
against us. Any such claims and resulting litigation could subject us from time
to time to significant liability for damages, could result in the invalidation
of our proprietary rights, and have a material adverse effect on our business,
prospects, financial condition and results of operations. 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.

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
Chairman, 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 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.



                                       16
<PAGE>
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, 2002 we have outstanding stock options under our 1999
Stock Incentive Plan to purchase approximately 3.4 million shares of common
stock at a weighted average exercise price of $2.55 and warrants to purchase
approximately 2.3 million shares of common stock at a weighted average exercise
price of $3.59 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.

Fully diluted shares outstanding and diluted earnings per share include the
effect of in-the-money stock options and warrants calculated based on the
average share price for the period. The dilution from stock options and warrants
increases as our share price increases, as shown below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
 FINDWHAT.COM SHARE     TOTAL IN-THE-MONEY     HYPOTHETICAL DILUTED     PERCENTAGE OF AVERAGE     HYPOTHETICAL FY 2002
       PRICE            OPTIONS & WARRANTS         SHARES (1)            SHARES OUTSTANDING          EPS IMPACT (2)
-------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                          <C>                      <C>
       $4.58                4,318,252                - (3)                                               $ 0.00
-------------------------------------------------------------------------------------------------------------------------
        6.00                5,656,091              2,188,678                    11.4%                    $(0.00)
-------------------------------------------------------------------------------------------------------------------------
        8.00                5,696,591              2,690,613                    14.1%                    $(0.02)
-------------------------------------------------------------------------------------------------------------------------
       10.00                5,697,091              2,994,147                    15.7%                    $(0.02)
-------------------------------------------------------------------------------------------------------------------------
       12.00                5,702,091              3,196,534                    16.7%                    $(0.03)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

    (1) Represents the incremental impact on diluted shares outstanding assuming
        the average share prices indicated, using the treasury stock method.
        Under the treasury stock method, the tax effected proceeds that would be
        received from the exercise of all in-the-money options and warrants are
        assumed to be used to repurchase shares.

    (2) Based upon fiscal 2002 earnings of approximately $10,735,906 or $0.56.

    (3) Diluted shares outstanding for the year ending December 31, 2002 totaled
        approximately 19,129,802 shares and included the dilutive impact of
        in-the-money options at the average closing share price for the period
        of $4.58. At the average share price of $4.58, the dilutive impact of
        in-the-money options was approximately 2,109,211 shares for the year.


                                       17
<PAGE>

WE FACE SUBSTANTIAL AND INCREASING COMPETITION.

        We may face increased pricing pressure for the sale of keyword-targeted
advertisements, 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 the
use of our bid-for-position business model. The market for Internet-based
marketing services is relatively new, intensely competitive, and rapidly
changing. Our principal competitors for the FindWhat.com Network are Overture
Services and Google. We also compete against providers of Web directories and
search and information services, such as those provided by America Online,
Google, MSN, and Yahoo. Our principal competitors have longer operating
histories, larger customer bases, greater brand recognition, and greater
financial, marketing, and other resources than we have.

        We are not aware of any other company with an offering exactly similar
to our private label service, although Ah-ha.com offers a "Guaranteed Inclusion"
program, primarily on behalf of InfoSpace's search properties, which allows
advertisers to pay a flat fee to submit their sites to be included in
InfoSpace's various search engines. In the future, other companies with greater
financial, marketing, and other resources may offer directly competing services.

        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 applications for several patents, any of which could be
rejected, and have only a limited amount of other proprietary technology that
would preclude or inhibit competitors from entering the keyword-targeted
advertising market. 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 continually will 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 FindWhat.com
    Network and our private label service;

-   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


                                       18
<PAGE>

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

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 keyword-targeted ads 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 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
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



                                       19
<PAGE>

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

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 SERVICES AND OUR SEARCH ENGINE OPTIMIZATION
SERVICE FOR SOME CLIENTS MAY INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

        In implementing our FindWhat.com services and our search engine
optimization service, we utilize promotional material generated by our clients
and our editing staff to promote websites. From time to time, third parties have
advised that the use of certain keywords in our FindWhat.com services and our
search engine optimization service 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 in their paid keyword ads
and on their websites, 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 as of December 31, 2002, 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. 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.


                                       20
<PAGE>

ITEM 2.         DESCRIPTION OF PROPERTY.

        We lease a business development 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. In the litigation, we are seeking
a declaration that Overture's patent is invalid and unenforceable and not
infringed by us, and Overture is seeking a permanent injunction against any act
by us deemed by the court to infringe Overture's patent, an award of unspecified
monetary damages, and attorney's fees, costs, and expenses. In an Opinion and
Order dated February 13, 2003, despite fining that our complaint was properly
brought in New York, Judge Mukasey in the Southern District of New York ordered
the action transferred to the Central District of California based largely on
the convenience of the expected witnesses in this case. We expect that a
scheduling conference will take place in the immediate future before the Judge
in California and that litigation of this matter will commence shortly
thereafter.


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

        Not applicable.


                                       21
<PAGE>

                                     PART II

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

MARKET FOR COMMON STOCK

        Our common stock trades on the Nasdaq SmallCap Market under the symbol
"FWHT." The following table sets forth the high and low sales prices of our
common stock for the periods indicated as reported by the Nasdaq Small Cap
Market:

<TABLE>
<CAPTION>
         QUARTER ENDED                                                         HIGH          LOW
         -------------                                                         ----          ---
<S>                                                                        <C>           <C>
December 31, 2002.......................................................   $     8.13    $     2.75
September 30, 2002......................................................   $     5.30    $     3.30
June 30, 2002...........................................................   $     6.35    $     2.74
March 31, 2002..........................................................   $     5.75    $     3.11
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
</TABLE>

        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, 2002, there were 18,169,513 shares of
our common stock outstanding. As of December 31, 2002, the number of record
holders of our common stock was 106. No shares of our preferred stock are
outstanding.

DIVIDENDS

We have never paid cash dividends on our capital stock and do not expect to pay
any dividends in the foreseeable future. We intend to retain future earnings, if
any, for use in our business.

RECENT SALES OF UNREGISTERED SECURITIES

        In December 2002, we concluded a private placement to certain
institutional investors led by RS Investments and Integral Capital Partners of
1,000,000 shares of our common stock at $5.80 per share. In our opinion, the
issuance of these shares was exempt from registration pursuant to Section 4(2)
of the Securities Act and Rule 506 promulgated thereunder due to the fact the
shares were sold to less than 35 purchasers all of whom were accredited
investors. Legg Mason Wood Walker, Inc., acted as the placement agent for this
transaction and received a commission of $406,000, plus of out-of-pocket
expenses and other fees of approximately $100,000.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

        The table containing the Equity Compensation Plan Information is
included in Item 11 of this Form 10-KSB.



                                       22
<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, 2002 and 2001, and the selected consolidated
balance sheet data as of December 31, 2002 and 2001, 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: (IN        December 31,             December 31,
THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)                  2002                     2001
                                                     ----------------        -----------------
<S>                                                     <C>                     <C>
Revenues                                                $  42,805               $  20,412
                                                     ----------------        -----------------

Operating expenses
   Search serving                                           1,925                   1,459
   Marketing, sales and service                            23,597                  14,130
   General and administrative                               5,797                   3,936
   Product development                                        589                     289
   Loss on sale of advertising contract                         -                     996
                                                     ----------------        -----------------

   Total operating expenses                                31,908                  20,810

   Income (loss) from operations                           10,897                    (398)
   Interest income, net                                       210                      51
                                                     ----------------        -----------------

   Income (loss) before provision for income tax        $  11,107               $    (347)

   Income tax expense                                         371                       -
                                                     ----------------        -----------------

  Net income (loss)                                     $  10,736               $   (347)

  Income (loss) per share
         Basic                                          $    0.63               $   (0.02)
                                                     ================        =================
         Diluted                                        $    0.56               $   (0.02)
                                                     ================        =================

  Weighted-average number of common shares
         Basic                                             17,021                  16,183
         Diluted                                           19,130                  16,183

</TABLE>



<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET DATA:
(IN THOUSANDS)                                      December 31,  2002       December 31, 2001
                                                    ------------------       -----------------
<S>                                                     <C>                     <C>
Current assets                                          $  24,024               $   7,410
Total assets                                               27,312                   8,325
Working capital                                            18,888                   4,173
Stockholders' equity                                       22,168                   5,082
</TABLE>



                                       23
<PAGE>

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

        This management's discussion and analysis or plan of operation contains
forward-looking statements, the accuracy of which involves risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends," "projects," 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 report. Our actual results could differ materially from those anticipated
in these forward-looking statements for many reasons.

OVERVIEW


        We are a leading developer and provider of performance-based marketing
services for the Internet. Our clients only pay us for each Internet user we
deliver to their websites. We currently offer three primary proprietary
performance-based services: the FindWhat.com Network, a keyword-targeted
advertisement service that distributes millions of advertisements throughout the
Internet each day based on a bid-for-position, pay-per-click pricing model; a
private label service, which offers large portals, search engines, and other
popular websites the opportunity to brand and sell their own pay-per-click,
keyword-targeted advertisement service using our turn-key operation; and
BeFirst.com RankPro, a search engine optimization service.

        Our main focus is the operation of online marketplaces that connect the
prospects that are most likely to purchase specific goods and services to the
advertisers that provide those goods and services. Advertisers create
advertisements, or keyword-targeted ads, which are comprised of titles,
descriptions, URL links, and relevant keywords or keyword phrases. For each
keyword, the advertisers determine what price they are willing to pay for a
qualified click-through. The pricing process is an open, automated,
bid-for-position system. The highest bidder for a particular keyword or phrase
receives the first place position, with all other bidders on that same keyword
or phrase listed in descending bid order. Through our Account Management Center,
or similar centers created for private label partners' sites, advertisers can
sign-up and manage their accounts themselves, 24 hours a day, seven days a week.
They can control and track their bids, the placement of their keyword ads, their
total expenditures, and their cost per visitor, all in a real-time environment.
As a result, they can easily determine and work to improve their return on their
investment from our services. Our editors review every keyword to ensure that
the listing is appropriate for that advertiser's website. This methodology
produces extremely relevant commercial listings for Internet users looking for
products and services, and drives highly qualified traffic to our managed
advertisers.


        Along with our private label partners, such as Terra Lycos's Lycos.com
and HotBot, we distribute advertisements to millions of Internet users each day,
often in direct response to search or directory queries. The FindWhat.com
Network includes hundreds of distribution partners, including search engines
like CNET's Search.com, Excite, Webcrawler, NBCi, MetaCrawler, Dogpile, and
Go2Net. We recognize 100% of the revenue from paid click-throughs on the sites
in the FindWhat.com Network, and then share that revenue with those sites. We
recognize only our share of the revenue generated from private label
initiatives. With both the FindWhat.com Network and the private label service,
our services are a source of revenue and relevant keyword-targeted ads for our
partners, while providing our managed advertisers with exposure to potential
customers across the Internet. As with the Yellow Pages in the offline world,
our managed 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.


                                       24
<PAGE>

        Key metrics for the FindWhat.com Network and our private label service
include paid click-throughs, average revenue per click-through, and managed
active advertiser accounts. The following table lists these key metrics for each
of the last ten quarters for the FindWhat.com services, which, beginning with Q3
2002, represent the aggregate key metrics from the FindWhat.com Network and our
private label service.


<TABLE>
<CAPTION>
    QUARTER          PAID CLICK-THROUGHS           AVG. REVENUE PER             MANAGED ACTIVE
                        (IN MILLIONS)                CLICK-THROUGH           ADVERTISER ACCOUNTS
<S>                      <C>                          <C>                        <C>
Q4 2002                     75.3                         $0.18                      22,400
Q3 2002                     60.8                         $0.18                      18,500
Q2 2002                     54.2                         $0.18                      17,100
Q1 2002                     50.8                         $0.17                      16,500
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
</TABLE>


        Among other things, our growth rate and results depend on our ability to
continue to increase the number of advertisers who use our services, the amount
our managed advertisers spend on our services, and the number of Internet users
who have access to our advertisers' keyword ads. We anticipate these variables
to fluctuate, affecting our growth rate and our financial results. In
particular, it is difficult to project how many click-throughs we will deliver
to our managed advertisers and how much advertisers' will spend with us, and
even more difficult to anticipate the average revenue per click-through, because
our advertisers are solely responsible for determining the prices they pay via
an automated bidding environment. In addition, we believe we will experience
seasonality. Although seasonality is difficult to predict, we expect that the
fourth quarter of the calendar year will realize more activity than the first
quarter, with the second and third quarters being the least active, due to lower
usage of the Internet during warmer weather months.

        FindWhat.com Network click-through revenue and private label revenue are
recognized when earned, which is based on the actual click-through activity, and
then only to the extent that the advertiser has deposited sufficient funds with
us, or collection is probable.

        In order to increase overall revenue, we must increase one or more of
the following: the number of managed advertisers, the number of click-throughs,
average revenue per click-through, and the number and quality of our
distribution partners and private label partners. We believe these elements are
complementary, meaning adding distribution partners and private label partners
can lead to increased managed advertisers, which can lead to higher average
revenue per click-through, and, subsequently, more distribution partners and
private label partners. For example, we inherently increase the number of
keyword-targeted ads and related keyword coverage as we increase the number of
overall managed advertiser accounts. An increase in the number of managed
advertisers can lead to greater competition among advertisers, which we believe
can lead to increases in average revenue per click-through. Increased advertiser
competition can lead to a higher quality of paid keyword ads displayed,
including higher relevancy. As relevancy increases, we are able to deliver
higher revenue to our distribution partners and higher returns on investment to
our advertisers, thus adding value for both.

        The largest component of our expenses relate to marketing costs incurred
to attract consumers and businesses to our advertisers' websites through our
distribution network. Our future success is dependent upon managing 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, and enhancing our overall technical infrastructure and
plant facilities. The proposed increases in capital and expenditures will
significantly increase future operating expenses.

        We were organized under the laws of the State of Nevada under the name
Collectibles America, Inc. and, in June 1999, we merged with BeFirst Internet
Corporation, a Delaware corporation. As a result of the merger, the stockholders
of BeFirst Internet Corporation acquired control of us and BeFirst Internet
Corporation became a wholly owned subsidiary. On June 17, 1999, we changed our
name from Collectibles America, Inc. to BeFirst.com. In September 1999, we
changed our name from BeFirst.com to FindWhat.com. We have offered our BeFirst
RankPro service, which provides search engine optimization services to Internet
advertisers, since March 1998. The



                                       25
<PAGE>

FindWhat.com Network was commercially launched in September 1999. We launched
our private label service in September 2002, providing a bid-for-position,
pay-per-click, keyword-targeted advertisement service for Terra Lycos's Lycos
and HotBot. 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.

RESULTS OF OPERATIONS

Years ended December 31, 2002 and December 31, 2001

        Our fiscal year runs from January 1 through December 31. As previously
noted, we began offering our search engine optimization service in March 1998,
we commercially launched the FindWhat.com (SM) Network in September 1999, and
our first private label service agreement commenced in September 2002. When
making comparisons between the year ending December 31, 2002 and the year ending
December 31, 2001, readers should note that we do not anticipate our historical
growth rate to continue.

REVENUE

        Revenue was approximately $42.8 million for the year ending December 31,
2002, compared to approximately $20.4 million for the year ending December 31,
2001. The increase was primarily due to the growth in revenue from the
FindWhat.com Network, due to the increased number of paid click-throughs and the
average revenue per paid click-through (see table above).

        During the years ending December 31, 2002 and 2001, no advertiser
represented more than 10% of the Company's total revenue. For the year ending
December 31, 2002, two distribution partners each represented over 10% of total
revenue, and in the year ending December 31, 2001, one distribution partner
represented over 10% of total revenue. However, none of these distribution
partners represented more than 15% of total revenue during either year.

OPERATING EXPENSES

        Search Serving. Search serving expense consists primarily of costs
associated with designing and maintaining the FindWhat.com Network and private
label service, providing our search engine optimization service, and fees paid
to telecommunications carriers for Internet connectivity. Costs associated with
maintaining the FindWhat.com Network and private label service include salaries
of related technical personnel, depreciation of related computer equipment,
co-location charges for our network equipment, and software license fees. Costs
associated with providing our search engine optimization service includes
salaries of related personnel, payments to consultants, and domain registration
expenses for clients.

        Search serving expense increased to approximately $1.9 million for the
year ending December 31, 2002, compared to approximately $1.5 million for the
year ending December 31, 2001. The increase was primarily due to increases in
Internet connectivity fees, depreciation of equipment, and personnel expense. We
anticipate search serving expense will continue to increase as our traffic and
number of managed active advertiser accounts increase.

        Marketing, Sales and Service. Marketing, sales and service expense
consists primarily of:

        -   revenue-sharing or other arrangements with our FindWhat.com
            distribution partners,
        -   advertising expenditures for the FindWhat.com Network, such as,
            radio, outdoor and banner advertising campaigns and sponsorships,
        -   promotional expenditures such as sponsorships of seminars, trade
            shows and expos,
        -   referral fees 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, business development, and sales functions.

        Our marketing, sales and service expense was approximately $23.6 million
for the period ending December 31, 2002, compared to $14.1 million for the
period ending December 31, 2001. The increase in marketing, sales and service
expense was related primarily to increases in: revenue-sharing payments and
other fees paid to our FindWhat.com distribution partners which increase as our
revenue increases, personnel costs due to expanding the number of business
development, marketing, customer service, and sales employees, and consulting
fees. Revenue sharing and other fees paid to distribution partners represent the
largest component of our marketing, sales, and



                                       26
<PAGE>

service expense. We believe that continued investment in marketing, sales and
service, including attracting advertisers to utilize the FindWhat.com Network,
attracting distribution partners to display our keyword-targeted ads, and
obtaining additional private label partners is critical to attaining our
strategic objectives. As a result, we expect these costs to continue increasing
in the future.

        General and Administrative. General and administrative expense consists
primarily of payroll and related expenses for executive and administrative
personnel; credit card fees; 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
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 increased to approximately $5.8
million for the period ending December 31, 2002, compared to approximately $3.9
million for the period ending December 31, 2001. The increase in general and
administrative expenses was primarily due to increases in credit card fees, fees
for professional services, compensation expense, rent expense, employee
benefits, travel, expenses relating to being a public company, and bad debt
expense. We expect additional increases in general and administrative expenses
in the future as we continue to expand our staff and incur costs related to the
growth of our business, and as we litigate patent-related lawsuits with Overture
Services, Inc.

        Product Development. Product development expense consists primarily of
payroll and related expenses for personnel responsible for the development of
features and functionality for our FindWhat.com services and depreciation for
related equipment used in product development. Product development expense was
approximately $589,000 for the period ending December 31, 2002, as compared to
approximately $289,000 for the period ending December 31, 2001. The increase was
primarily due to an increase in personnel expense. 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, marketing, sales and service 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 Network. 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 the twelve months ending
December 31, 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. Net interest income was approximately
$210,000 for the period ending December 31, 2002 compared to approximately
$51,000 for the period ending December 31, 2001. The increase in interest income
was due to higher average cash and cash equivalent balances and short-term
liquid investments offset in part by lower interest rates.

INCOME TAXES

        Deferred tax assets and liabilities are recognized based on differences
between the financial statement carrying amount and the tax basis of assets and
liabilities. Deferred tax assets are reviewed for recoverability based on
projections of future operating results, which dictates our ability to realize
our tax assets. In 2001, we recorded a valuation allowance on 100% of our net
deferred tax assets, based on a presumption that such tax assets would not be
realized due to recurring losses experienced at that time. In 2002, we earned
taxable income, which was largely offset by net operating loss carryforwards.
The valuation allowance was reduced to reflect the utilization of the net
operating losses and other changes in deferred taxes, resulting in a reduced tax
provision for the period ending December 31, 2002. As a result, we have a
remaining allowance of approximately $183,000 at December 31, 2002 relating to
service stock options and warrants. The remaining valuation allowance will be
reduced as the deferred tax assets are realized or when we have reason to
believe that it is more likely than not that these service options and/or
warrants will be exercised.


                                       27
<PAGE>

        For the period ending December 31, 2002 we recorded a net tax provision
of approximately $371,000, which represents an approximately 3.3% effective tax
rate. We experienced a net loss in 2001; accordingly, we did not recognize a net
tax provision in 2001.

NET INCOME (LOSS)

        As a result of the factors described above, we generated net income of
approximately $10.7 million, or $0.63 per basic share and $0.56 per diluted
share, for the period ending December 31, 2002, compared to a net loss of
approximately $347,000 or ($0.02) per basic and diluted share, for the period
ending December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

        We historically have satisfied our cash requirements primarily through
private placements of equity securities, cash flows provided by operations, and
proceeds from the exercise of options and warrants. Through December 31, 2002 we
have raised net proceeds of approximately $13.6 million through private equity
financings, and received approximately $1.4 million in proceeds from the
exercise of warrants and options. Through February 2003, 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
flows from operations. In 2001, our cash flows provided by operations were
approximately $4.1 million. We continued to generate cash during 2002, with cash
flows from operations of approximately $11.7 million. We started to generate
positive cash flows from our operations primarily due to the increase in the
number of advertisers bidding for keyword-targeted ads in the FindWhat.com
Network, and the increase in the number of distribution partners displaying our
keyword ads, along with increases in the number of paid click-throughs delivered
by existing distribution partners. If we fail to continue to provide our managed
advertisers with high quality click-throughs (or visitors to their websites),
they may reduce or cease their spending with us and our private label partners,
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 keyword-targeted advertisements in terms of the average revenue per
paid click-through, the revenue share paid to the distribution partners, the
relevancy and coverage of our keyword ads, and the speed of delivery of such
ads, among other factors - they may display fewer FindWhat.com results, or stop
showing our keyword-targeted ads altogether, which would lead to lower revenue
and cash flows. The number and quality of providers of keyword-targeted ads 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 approximately $11.7
million for the period ended December 31, 2002. The net cash provided was based
primarily on net income of approximately $10.7 million, plus an increase in
accounts payable and accrued expenses of approximately $1.2 million, and an
increase in deferred revenue of approximately $700,000, and the recognition of
depreciation and amortization expense for the period of approximately $900,000.
The increase in cash for the period was partially offset by the recognition of
the deferred tax benefit of approximately $500,000 and the net increase in
accounts receivable (adjusted by the increase in the allowance for doubtful
accounts) of approximately $1.1 million.

        Net cash used in investing activities totaled approximately $5.3 million
for the year ended December 31, 2002, and consisted of the net purchase of
approximately $2.2 million in short-term highly liquid investments, and
approximately $3.1 million in capital expenditures for equipment, furniture and
fixtures.

        Net cash provided by financing activities totaled approximately $6.1
million for the year ended December 31, 2002. In December 2002 we completed a
private placement of our common stock with accredited investors. We issued one
million shares of our common stock at $5.80 per share and received gross
proceeds of $5.8 million. Additionally, we received approximately $900,000 from
the exercise of stock options and warrants for the period ending December 31,
2002.

        Our principal sources of liquidity consisted of approximately $21.0
million of cash, cash equivalents, and short-term investments as of December 31,
2002. 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, 2002, we had less than $8,000 recorded in deferred lease expense



                                       28
<PAGE>

relating to our operating lease on our Fort Myers, Florida facility. This
obligation represents our largest operating lease commitment; it is a 10-year
obligation with minimum lease payments of approximately $450,000 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 a run-rate of
approximately $1 million per annum in legal expenses until it is resolved. 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 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, 2002 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.

USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

        This Management's Discussion and Analysis of Financial Condition and
Plan of Operation are based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. 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 allowance for doubtful accounts, and valuation allowance for deferred income
tax assets. 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.

        Revenue

        We derive revenue primarily from the following sources: through
click-throughs on keyword ads on the FindWhat.com Network, and from management
fees generated from click-throughs from our private label agreements. Revenue
from click-throughs is recognized when generated.

        We have entered into agreements with various websites to display
FindWhat.com keyword-targeted ads. We pay a fee to the websites that list our
results for each click-through on a FindWhat.com advertiser 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 keyword ads are reported gross of the fees paid in the
Consolidated Financial Statements, as we are the primary obligor and are
responsible for the fulfillment of the services.

        On our private label agreement we recognize revenue in accordance with
the contractual revenue share payment agreement. Following the guidance of
Emerging Issue Task Force No. 99-19, "Reporting Revenue Gross as a Principal
Versus Net as an Agent," FindWhat.com recognizes private label revenues at net.


                                       29
<PAGE>

        Doubtful Accounts

        We maintain allowances for doubtful accounts for estimated losses
resulting from non-payments by our billable advertisers for services rendered.
The allowance for doubtful accounts was approximately $95,000 at December 31,
2002. 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.

        Income Taxes

        Deferred income taxes are recognized for temporary differences between
financial statement and income tax basis 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.

        As of December 31, 2002, we utilized all or our remaining net operating
loss carry-forwards, had a remaining deferred tax asset of approximately
$653,000, and a related valuation allowance of approximately $183,000. The
remaining valuation allowance relates to possible future tax benefits of service
options and warrants.

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

        Our consolidated balance sheet as of December 31, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the two years ended December 31, 2002 together with the independent
certified public accountants' report thereon appear on pages F-1 through F-18
hereof.


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

                None.



                                       30
<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 our Proxy Statement for the 2003 Annual Meeting of Stockholders pursuant to
Regulation 14A.


ITEM 10.        EXECUTIVE COMPENSATION.

        Information required under this item is incorporated herein by reference
to our Proxy Statement for the 2003 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 our Proxy Statement for the 2003 Annual Meeting of Stockholders pursuant to
Regulation 14A, except for the Equity Compensation Plan Information which
follows.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION

        The following table sets forth additional information as of December 31,
2002, concerning shares of our common stock that may be issued upon the exercise
of options and other rights under our existing equity compensation plans and
arrangements, divided between plans approved by our stockholders and plans or
arrangements not submitted to our stockholders for approval. The information
includes the number of shares covered by, and the weighted average exercise
price of, outstanding options and other rights and the number of shares
remaining available for future grants excluding the shares to be issued upon
exercise of outstanding options, warrants, and other rights.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Plan category              Number of securities    Weighted-average        Number of securities
                           to be issued upon       exercise price of       remaining available
                           exercise of             outstanding options,    for future issuance
                           outstanding options,    warrants and rights     under equity
                           warrants and rights                             compensation plans
                                                                           (excluding securities
                                                                           reflected in column (a))
                                    (a)                     (b)                     (c)
---------------------------------------------------------------------------------------------------
<S>                           <C>                       <C>                    <C>
Equity compensation
plans approved by                3,444,002                 $2.55                  534,162
security holders
---------------------------------------------------------------------------------------------------

Equity compensation
plans not approved by                     (1)
security holders                 2,258,089                 $3.59                     -
---------------------------------------------------------------------------------------------------
Total                            5,702,091                 $2.96                  534,162

---------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 1,051,839 warrants granted to certain consultants and vendors of
the Company in exchange for consideration in the form of goods and services.



                                       31
<PAGE>

ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        Information required under this item is incorporated herein by reference
to our Proxy Statement for the 2003 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, 2002 and 2001.

                Statements of Operations for the two years ended December 31,
                2002.

                Statements of Stockholders' Equity for the two years ended
                December 31, 2002.

                Statements of Cash Flows for the two years ended December 31,
                2002.

                Notes to the Financial Statements.

                Independent Auditors' Report.

        (2)     Exhibits:



                                       32
<PAGE>

<TABLE>
<CAPTION>
Number          Exhibit
<S>             <C>
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##/+        Amended and Restated Executive Employment Agreement between FindWhat.com and
                Craig A. Pisaris-Henderson.

10.2##/+        Amended and Restated Executive Employment Agreement between FindWhat.com and
                Phillip R. Thune.

10.3*****/+     Executive Employment Agreement between FindWhat.com and Courtney P. Jones.

10.4****/+      FindWhat.com 1999 Stock Incentive Plan, as amended.

10.5##/+        Form of Incentive Stock Option Agreement.

10.6##/+        Form of Non-Qualified Stock Option Agreement.

10.7##/+        Executive Employment Agreement between FindWhat.com and Dave Rae.

10.8*****/+     Executive Employment Agreement between FindWhat.com and Robert D. Brahms.

10.9##          Colonial Bank Plaza office building lease dated January 31, 2002, as amended.

10.10###/+      Executive Employment Agreement between FindWhat.com and Anthony Garcia.

23              Consent of Grant Thornton

24              Powers of Attorney
</TABLE>




* 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 August 1, 2002,
with FindWhat.com's Form S-8.


                                       33
<PAGE>

*****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.

#Incorporated by reference to the exhibit previously filed on May 15, 2001 with
FindWhat.com's Form 10-QSB for the fiscal quarter ended March 31, 2001.

##Incorporated by reference to the exhibit previously filed on November 6, 2002
with FindWhat.com's Form 10-QSB for the fiscal quarter ended September 30, 2002.

+Management compensatory contract or plan.

        (b)     Reports on Form 8-K

        Report on Form 8-K filed December 23, 2002, regarding completion of a
private placement.

        Report on Form 8-K filed October 23, 2002, regarding Q3 2002 financial
results and revised future financial guidance.

        Report on Form 8-K filed October 9, 2002, regarding 2003 financial
guidance, announcing that it expects to meet or exceed its third quarter
guidance and that it will announce third quarter earnings on October 21st.

        Report on Form 8-K filed October 4, 2002, regarding resignation of a
director due to personal reasons not related to us.


        ITEM 14. CONTROLS AND PROCEDURES.

        As of a date within 90 days of the date of this report, the Company's
Chief Executive Officer and Chief Financial Officer evaluated the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
Based upon this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the disclosure controls and procedures are effective in
ensuring that information required to be disclosed by the Company in the reports
that it files or submits under the Securities and Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time period
specified by the Securities and Exchange Commission's rules and forms.

        Additionally, there were no significant changes in the Company's
internal controls that could significantly affect the Company's disclosure
controls and procedures subsequent to the date of their evaluation, nor were
there any significant deficiencies or material weaknesses in the Company's
internal controls. As a result, no corrective actions were required or
undertaken.



                                       34
<PAGE>

                                   SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.

<TABLE>
<S>                                         <C>
                                            FINDWHAT.COM


Date:     March 11, 2003                    By: /s/ Phillip R. Thune
                                               ---------------------------------
                                            Phillip R. Thune, Chief Operating Officer, Chief
                                            Financial Officer
</TABLE>

        In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated on the 11th day of March 2003.

<TABLE>
<CAPTION>
        Signature                                  Title
<S>                                         <C>

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

        *Courtney P. Jones                  Vice 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
------------------------------------        (principal financial officer), and Director
        Phillip R. Thune

        /s/ Brenda Agius                    Vice President - Finance (principal accounting officer)
------------------------------------
        Brenda Agius

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

        *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
</TABLE>




                                       35
<PAGE>

                            CERTIFICATION PURSUANT TO
                       18 U.S.C. SECTION 1350, AS ADOPTED
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

        I, Craig A. Pisaris-Henderson, certify that:

        1. I have reviewed this annual report on Form 10-KSB of FindWhat.com;

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

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

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

        a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing of this annual
report (the "Evaluation Date"); and

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

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

        a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

        b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

        6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in internal
controls and in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 11, 2003

/s/ Craig A. Pisaris-Henderson
------------------------------------
Craig A. Pisaris-Henderson, Chairman, Chief Executive Officer and President
FindWhat.com



                                       36
<PAGE>

                            CERTIFICATION PURSUANT TO
                       18 U.S.C. SECTION 1350, AS ADOPTED
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

        I, Phillip R. Thune, certify that:

        1. I have reviewed this annual report on Form 10-KSB of FindWhat.com;

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

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

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

        a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing of this annual
report (the "Evaluation Date"); and

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

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

        a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

        b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

        6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in internal
controls and in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 11, 2003

/s/ Phillip R. Thune
------------------------------------
Phillip R. Thune, Chief Operating Officer and Chief Financial Officer
FindWhat.com


                                       37
<PAGE>



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>                                                                 <C>
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-7-19
</TABLE>




                                      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, 2002 and 2001, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States 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 financial position of FindWhat.com and
subsidiary as of December 31, 2002 and 2001, and the results of their operations
and their cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.

GRANT THORNTON LLP




Tampa, Florida
January 30, 2003





                                      F-2
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,
                        (IN THOUSANDS, EXCEPT PAR VALUES)

<TABLE>
<CAPTION>
                          ASSETS
                                                                 2002               2001
                                                                 ----               ----
<S>                                                           <C>                <C>
CURRENT ASSETS
   Cash and cash equivalents                                    $    17,982        $     5,498
   Short-term investments                                             3,157              1,000
   Accounts receivable, less allowance for doubtful
   accounts of $95 and $51 at December 31, 2002
      and 2001, respectively                                          1,920                788
   Deferred tax asset                                                   446                 --
   Prepaid expenses and other current assets                            519                124
                                                            ----------------   ----------------

        Total current assets                                         24,024              7,410

EQUIPMENT AND FURNITURE - NET                                         3,121                864

OTHER ASSETS                                                            167                 51
                                                            ----------------   ----------------

        Total assets                                            $    27,312        $     8,325
                                                            ================   ================

           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                        $     3,809        $     2,691
   Current portion of capital lease obligations                           4                  9
   Deferred revenue                                                   1,243                507
   Other current liabilities                                             80                 30
                                                            ----------------   ----------------

        Total current liabilities                                     5,136              3,237

OTHER LIABILITIES                                                         8                 --
                                                            ----------------   ----------------

CAPITAL LEASE OBLIGATIONS, less current portion                          --                  6

        Total liabilities                                             5,144              3,243
                                                            ----------------   ----------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Preferred stock, $.001 par value; authorized,
      500 shares; none issued and outstanding                            --                 --
   Common stock, $.001 par value; authorized, 50,000
     shares; 18,177 and 16,652, respectively, issued; and
     18,170 and 16,645, respectively, outstanding                        18                 17
   Additional paid-in capital                                        22,506             16,172
   Deferred service costs                                                --                (15)
   Treasury stock; 7 shares, at cost                                    (82)               (82)
   Accumulated deficit                                                 (274)           (11,010)
                                                            ----------------   ----------------

        Total stockholders' equity                                   22,168              5,082
                                                            ----------------   ----------------

        Total liabilities and stockholders' equity              $    27,312        $     8,325
                                                            ================   ================
</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,
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                             2002                      2001
                                                             ----                      ----
<S>                                                      <C>                       <C>
Revenues                                                   $42,805                   $20,412
                                                    ---------------------      ---------------------

Operating expenses
  Search serving                                             1,925                     1,459
  Marketing, sales and service                              23,597                    14,130
  General and administrative                                 5,797                     3,936
  Product development                                          589                       289
  Loss on sale of advertising contract                        --                         996
                                                    ---------------------      ---------------------

   Total operating expenses                                 31,908                    20,810
                                                    ---------------------      ---------------------

Income (loss) from operations                                                           (398)
                                                            10,897

Other income
  Interest income, net                                         210                        51
                                                    ---------------------      ---------------------

Income (loss) before provision for
   income taxes                                             11,107                      (347)

Income tax expense                                             371                        --
                                                    ---------------------      ---------------------

Net income (loss)                                          $10,736                   $  (347)
                                                    =====================      =====================

Income (loss) per share
     Basic                                                 $  0.63                   $ (0.02)
                                                    =====================      =====================
     Diluted                                               $  0.56                   $ (0.02)
                                                    =====================      =====================

Weighted-average number of common
  shares outstanding
     Basic                                                  17,021                    16,183
                                                    =====================      =====================
     Diluted                                                19,130                    16,183
                                                    =====================      =====================
</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, 2002 AND 2001
                        (IN THOUSANDS, EXCEPT PAR VALUES)

<TABLE>
<CAPTION>
                                                    Preferred Stock        Common Stock
                                                    $.001 par Value       $.001 par value    Additional     Stock
                                                    ---------------       ---------------     Paid-In    Subscription
                                                   Shares     Amount    Shares     Amount     Capital     Receivable
                                                 ----------------------------------------------------------------------
<S>                                              <C>       <C>          <C>         <C>       <C>          <C>
Balance as of January 1, 2001                        -     $    -       15,099      $15       $13,511      $(1,251)

Issuance of common stock and warrants in
  connection with private placement net                                  1,350       1         1,349
Issuance of common stock in connection
  with exercises of stock options and warrants                            190        1          511
Sale of advertising agreement and settle-
  ment of stock subscription receivable                                                         173          1,251
Issuance of warrants in connection with
  metasearch services                                                                           495
Issuance of stock and warrants for
  consulting services                                                     13                    133
Amortization of service costs on warrants
  issued
Net Loss
                                                 ----------------------------------------------------------------------

Balance at December 31, 2001                         -     $    -       16,652      $17       $16,172      $     -

Issuance of common stock and warrants in
  connection with private placement, net                                 1,000       1         5,214
Issuance of common stock in connection
  with exercises of stock options and warrants                            525                   867
Tax benefit of exercise of non-qualified
  stock options                                                                                 253
Amortization of service costs on warrants
  issued
Net Income

                                                 ----------------------------------------------------------------------
Balance at December 31, 2002                         -     $    -       18,177      $18       $22,506      $     -
                                                 ======================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                   Deferred             Accumu-
                                                   Service   Treasury    lated
                                                     Cost      Stock    Deficit     Total
                                                 ---------------------------------------------
<S>                                                <C>        <C>     <C>          <C>
Balance as of January 1, 2001                       $(741)     $(82)   $(10,663)    $   789

Issuance of common stock and warrants in
  connection with private placement net                                               1,350
Issuance of common stock in connection
  with exercises of stock options and warrants                                          512
Sale of advertising agreement and settle-
  ment of stock subscription receivable              594                              2,018
Issuance of warrants in connection with
  metasearch services                                147                                642
Issuance of stock and warrants for
  consulting services                               (122)                                11
Amortization of service costs on warrants
  issued                                             107                                107
Net Loss                                                                   (347)       (347)
                                                 ---------------------------------------------

Balance at December 31, 2001                       $ (15)      $(82)   $(11,010)    $ 5,082

Issuance of common stock and warrants in
  connection with private placement, net                                              5,215
Issuance of common stock in connection
  with exercises of stock options and warrants                                          867
Tax benefit of exercise of non-qualified
  stock options                                                                         253
Amortization of service costs on warrants
  issued                                              15                                 15
Net Income                                                               10,736      10,736

                                                 ---------------------------------------------
Balance at December 31, 2002                       $   -       $(82)   $   (274)    $22,168
                                                 =============================================
</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,
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                        ----------------------------------------
                                                                               2002                  2001
                                                                        ----------------------------------------
<S>                                                                        <C>                    <C>
Cash Flows from Operating Activities

   Net income (loss)                                                       $     10,736           $      (347)
   Adjustments to reconcile net income (loss) to net cash
      provided by operating activities
           Allowance for doubtful accounts                                           44                    28
           Depreciation and amortization                                            888                   481
           Equity based compensation                                                 15                 1,531
           Tax benefit of stock option exercises                                    253                     -
           Loss on sale of advertising contract                                       -                   996
           Deferred  income taxes                                                  (470)
      Changes in operating assets and liabilities
           Accounts receivable                                                   (1,177)                 (397)
           Prepaid expenses and other current assets                               (394)                 (117)
           Other assets                                                             (92)                  (29)
           Deferred revenue                                                         736                   417
           Accounts payable, accrued expenses and other liabilities               1,176                 1,546
                                                                        ------------------    ------------------
     Net Cash Provided by Operating Activities                                   11,715                 4,109
                                                                        ------------------    ------------------

Cash Flows from Investing Activities

    Purchase of short-term investments                                          (26,981)               (1,000)
    Proceeds from short-term investments                                         24,824                     -
    Purchase of equipment and furniture                                          (3,145)                 (506)
                                                                        ------------------    ------------------

    Net Cash Used In Investing Activities                                        (5,302)               (1,506)
                                                                        ------------------    ------------------

Cash Flows from Financing Activities

     Net proceeds from private placements                                         5,215                 1,350
     Proceeds from sale of advertising contract                                       -                   250
     Payments made on capital leases                                                (11)                  (32)
     Proceeds received from exercise of stock options and warrants                  867                   512
                                                                        ------------------    ------------------

     Net Cash Provided by Financing Activities                                    6,071                 2,080
                                                                        ------------------    ------------------

Increase in Cash and Cash Equivalents                                            12,484                 4,683

Cash and Cash Equivalents, Beginning of Period                                    5,498                   815
                                                                        ------------------    ------------------

Cash and Cash Equivalents at End of Period                                 $     17,982           $     5,498
                                                                        ==================    ==================

Interest Paid                                                              $          8           $         8
Income Taxes Paid                                                          $        935           $         -
</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, 2002 AND 2001



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, merged with BeFirst
    Internet Corporation, a Delaware corporation, which became a wholly owned
    subsidiary. 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 providers of performance-based marketing services for the Internet.
    FindWhat.com currently offers three proprietary performance-based services:
    the FindWhat.com Network, a keyword-targeted advertisement service that
    distributes millions of advertisements throughout the Internet each day
    based on a bid-for-position, pay-per-click pricing model; a private label
    service, which offers large portals and search engines the opportunity to
    brand and sell their own pay-per-click, keyword-targeted advertisement
    service using FindWhat.com's turn-key operation; and BeFirst.com RankPro, a
    search engine optimization service. The Company operates in one reportable
    business segment. For the year ending December 31, 2002, BeFirst.com Rank
    Pro accounted for approximately 1% of total revenue.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    1.  Basis of Presentation


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

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

    2.  Cash and Cash Equivalents


        Cash equivalents consist of highly liquid investments with original
        maturities of three months or less. At December 31, 2002 and 2001, the
        Company had cash and cash equivalents of approximately $21.1 million and
        $6.5 million, respectively.

    3.  Short-term Investments

        The Company's short-term investments as of December 31, 2002 and 2001,
        consisted of investments 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.

    4.  Accounts Receivable

        Accounts receivable are recorded at face value, less an allowance for
        doubtful accounts. The allowance for doubtful accounts is an estimate
        calculated based on an analysis of current business and economic risks,
        customer credit-worthiness, specific identifiable risks such as
        bankruptcies, terminations or discontinued customers, or other factors
        that may indicate a potential loss. The allowance is reviewed on a
        consistent


                                      F-7
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


NOTE B (CONTINUED)

        basis to ensure that it adequately provides for all reasonably expected
        losses in the receivable balances. An account may be determined to be
        uncollectable if all collection efforts have been exhausted, the
        customer has filed for bankruptcy and all recourse against the account
        is exhausted, or disputes are unresolved and negotiations to settle are
        exhausted. This uncollectable amount is written off against the
        allowance.

    5.  Equipment and Furniture

        Equipment and furniture are stated at cost and depreciated using the
        straight-line method over the estimated useful lives for the respective
        assets, which range from three to five years. Depreciation expense
        consists of depreciation of computer equipment and furniture.
        Improvements to leased premises are amortized over the shorter of the
        related lease term or the useful lives of the improvements.

    6.  Revenues

        Revenues are generated primarily through click-throughs on our managed
        advertisers' paid listings (ad). When an Internet user clicks on a
        sponsored advertisement in the FindWhat.com Network, revenues are
        recognized in the amount of the advertiser's bid price. Revenues are
        also generated from the Company's private label service. With the
        private label service, revenues are recognized in accordance with the
        contractual revenue share payment agreement. 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 Company records
        FindWhat.com Network click-through revenues gross and private label
        revenues net.

    7.  Operating Expenses

        Search serving expenses consist primarily of costs associated with
        designing and maintaining the FindWhat.com Network and private label
        service, providing the BeFirst.com service, and fees paid to
        telecommunications carriers for Internet connectivity. Costs associated
        with maintaining the FindWhat.com network and private label service
        include salaries of related technical personnel, depreciation of related
        computer equipment, co-location charges for our network equipment, and
        software license fees. Costs associated with providing the BeFirst.com
        service includes salaries of related personnel, payments to consultants,
        and domain registration expenses for clients.

        Marketing, sales and service 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, credit
        transactions, corporate development, business affairs, affiliate group,
        business development, and sales functions.

        General and administrative expenses consist primarily of payroll and
        related expenses for executive and administrative personnel; credit card
        fees; 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; and travel costs; depreciation of furniture and equipment for
        non-technical employees.

        Product development expenses consist primarily of payroll and related
        expenses for personnel responsible for the development of features and
        functionality for our FindWhat.com services and depreciation for related
        equipment used in product development. Product development costs are
        expensed as incurred.


                                      F-8
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


NOTE B (CONTINUED)

    8.  Use of Estimates

        The preparation of the consolidated 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.  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.

    10. Deferred Revenue

        Deferred revenue represents advance deposits made by the Company's
        clients against future click-throughs for keyword advertisements on the
        FindWhat.com Network.

    11. Accounting for Stock-Based Compensation

        The Company follows Statement of Financial Accounting Standards No. 123
        ("SFAS No. 123"), "Accounting for Stock-Based Compensation." As
        permitted by SFAS No. 123, the Company 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. The Company
        expects to continue following the guidance under APB No. 25 for
        stock-based compensation to employees.

        If the Company had elected to recognize compensation expense based upon
        the fair value at the grant date for awards under the Plan, consistent
        with the methodology prescribed by SFAS No. 123, then the Company's net
        income (loss) and net income (loss) per share would be decreased or
        increased to the pro forma amounts indicated below (in thousands, except
        per share amounts):

<TABLE>
<CAPTION>
                                                                   2002        2001
                                                                   ----        ----
<S>                                                             <C>            <C>
            Net income (loss), as reported                       $10,736       $  (347)
            Deduct:  Total stock-based employee
            compensation expense determined under fair
            value based method for all awards, net of
            related tax effects                                  (1,434)        (1,074)
                                                                 -------        -------
            Pro forma net income (loss)                           $9,302       $(1,421)
                                                                  ======       ========
            Earnings per share:
                Basic--as reported                                 $0.63        $(0.02)
                                                                   =====        =======
                Basic--pro forma                                   $0.55        $(0.09)
                                                                   =====        =======
                Diluted--as reported                               $0.56        $(0.02)
                                                                   =====        =======
                Diluted--pro forma                                 $0.49        $(0.09)
                                                                   =====        =======
</TABLE>


                                      F-9
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001



NOTE B (CONTINUED)

    12. Advertising Costs

        Advertising costs are charged to operations when incurred. Advertising
        expense for the years ended December 31, 2002 and 2001, were
        approximately $24,000 and $1.9 million respectively.

    13. Income Taxes

        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.

    14. Impairment of Long Lived Assets

        Long-lived assets, other than goodwill, are reviewed for impairment
        whenever events or changes in circumstances indicate that the carrying
        amount of the assets might not be recoverable. The Company does not
        perform a periodic assessment of assets for impairment in the absence of
        such information or indicators. Conditions that would necessitate an
        impairment assessment include a significant decline in the observable
        market value of an asset, a significant change in the extent or manner
        in which an asset is used, or a significant adverse change that would
        indicate that the carrying amount of an asset or group of assets is not
        recoverable. For long-lived assets to be held and used, the Company
        recognizes an impairment loss only if its carrying amount is not
        recoverable through its undiscounted cash flows and measures the
        impairment loss based on the difference between the carrying amount and
        fair value. Long-lived assets held for sale are reported at the lower of
        cost or fair value less costs to sell. This adoption had no impact on
        the Company's financial position and results of operations for the
        periods presented.

    15. Recently Issued Accounting Standards

        In January 2003, the FASB issued Statement of Financial Accounting
        Standards No. 148 ("SFAS 148"), Accounting for Stock-Based
        Compensation-Transition and Disclosure. SFAS 148 amends current
        disclosure requirements and requires prominent disclosures on both
        annual and interim financial statements about the method of accounting
        for stock-based employee compensation and the effect of the method used
        on reported results. This statement is effective for financial reports
        containing financial statements for interim periods beginning after
        December 15, 2002. See Note J for the disclosures required by this
        standard at December 31, 2002.

    16. Reclassification

        Certain previously reported amounts have been reclassified to conform to
        the current presentation. In order to conform to the method of
        presentation used by other Keyword Advertising companies, the Company
        made certain changes in the presentation of the Statement of Operations
        in the current year. The Company created a new expense line item called
        Search Serving expense. Search Serving expense includes the operating
        costs of the Company's BeFirst.com service, and the costs of operating
        the FindWhat.com network, including connectivity, depreciation of
        servers and other equipment, and related personnel expense. Previously,
        the Company included credit card fees in Cost of Goods Sold. Beginning
        in Q2 2002,


                                      F-10
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                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001



NOTE B (CONTINUED)

        the Company included those fees in General and Administrative expense.
        The Company's 2002 and 2001 income statements included above now also
        reflect this new presentation format. These changes represent an
        enhanced presentation for certain expense categories.

NOTE C - EQUIPMENT AND FURNITURE

    Equipment and furniture at December 31, consisted of the following (in
thousands):

<TABLE>
<CAPTION>
                                                                           2002               2001
                                                                           ----               ----
<S>                                                                    <C>                <C>
      Computer equipment                                                  $4,162             $1,499
      Furniture                                                              536                116
      Leased assets                                                           73                 73
      Leasehold improvements                                                  62                  -
                                                                              --             ------

                                                                           4,833              1,688
      Less accumulated depreciation and amortization                      (1,712)             ( 824)
                                                                        --------            -------

                                                                        $  3,121            $   864
                                                                        ========            =======
</TABLE>

    Included in accumulated depreciation is $70,336 and $67,754 relating to
    accumulated depreciation on equipment under capitalized lease obligations as
    of December 31, 2002 and 2001, respectively.

NOTE D - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

    Accounts payable and accrued expenses at December 31, consisted of the
    following (in thousands):

<TABLE>
<CAPTION>
                                                                           2002               2001
                                                                           ----               ----
<S>                                                                    <C>                <C>
      Accounts payable                                                    $  394             $  648
      Revenue-sharing agreements                                           2,480              1,227
      Consultant settlement agreement                                          -                262
      Accrued compensation                                                   865                462
      Professional fees                                                       70                 92
                                                                              --                 --

                                                                          $3,809             $2,691
                                                                          ======             ======
</TABLE>


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, 2002 and 2001,
    the Company paid WPI approximately $106,000 and $200,000, respectively, for
    its share of office space and office salaries.


                                      F-11
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                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001



NOTE E (CONTINUED)

    The Company utilizes Porter, Wright, Morris & Arthur LLP to provide various
    legal services. John Pisaris, the brother of the Company's Chairman, Chief
    Executive Officer and President, Craig Pisaris-Henderson, is a partner in
    Porter, Wright, Morris & Arthur LLP. For the years ending December 31, 2002
    and 2001, the Company incurred legal fees from Porter, Wright, Morris &
    Arthur LLP for services rendered of approximately $445,000 and $298,000,
    respectively.

NOTE F - COMMITMENTS

    1.  Operating Leases

        The Company leases office space in Florida and California under the
        terms of operating leases that expire November 30, 2012 and April 30,
        2005, respectively. Both leases contain provisions requiring the Company
        to pay their pro rata share of operating expenses. On November 13, 2002,
        the Company also entered into an operating lease for new offices in New
        York. These amounts have been included in the lease commitments shown
        below.

        Future minimum payments under non-cancelable operating leases consisted
        of the following at December 31, 2002 (in thousands):

<TABLE>
<S>                                                            <C>
                  2003                                         $    715
                  2004                                              768
                  2005                                              741
                  2006                                              737
                  2007                                              757
                  Thereafter                                      3,713
                                                                  -----

                                                               $  7,431
                                                                  =====
</TABLE>

        For the years ended December 31, 2002 and 2001, the Company recorded
        approximately $268,000 and $146,000, respectively, as rent expense under
        its leasing arrangements.

    2.  Employment Agreements

        The Company has issued employment agreements to key executives
        containing various terms and conditions. In accordance with certain
        limitations, the employment agreements contain minimum salary
        requirements, accelerated option vesting terms and severance pay
        packages. Given the terms, conditions and limitations surrounding each
        employment agreement, management is unable to quantify the Company's
        obligation at December 31, 2002 and beyond.

    3.  Indemnifications

        The Company may indemnify officers and/or directors against all costs,
        expenses, and liabilities incurred in a threatened, pending, or
        completed action, suit or proceeding brought because such individual has
        acted in the capacity of director and/or officer of the Company. The
        officer and/or director must have conducted


                                      F-12
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


NOTE F (CONTINUED)

        him or herself in good faith, and reasonably believed that his or her
        conduct was in, or not opposed to, the Company's best interests. In a
        criminal action he or she must not have had a reasonable cause to
        believe his or her conduct was unlawful. Costs not covered by the
        Company's directors and offers liability insurance will be covered by
        the Company. This indemnification is ongoing and does not include a
        limit on the maximum potential future payments; nor are there any
        recourse provisions or collateral that may offset the cost. As of
        December 31, 2002, the Company has not recorded a liability for any
        obligations arising as a result of these indemnifications.

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 years ending December 31, 2002 and 2001, no advertiser
    represented more than 10% of our total revenue. For the year ending December
    31, 2002, two distribution partners each represented over 10% of total
    revenue, and in the year ending December 31, 2001, one distribution partner
    represented over 10% of total revenue. However, none of these distribution
    partners represented more than 15% of total revenue during either year.

NOTE H - PRIVATE PLACEMENTS

    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 $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.

    In December 2002, the Company completed a private placement of its common
    stock with accredited investors. The Company issued 1,000,000 shares of
    common stock for $5.80 per share and received gross proceeds of $5.8
    million.

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 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.


                                      F-13
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                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


NOTE I (CONTINUED)

        In March 2001, the Company sold unused advertising services 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, non-plan 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 re-measured 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.

        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 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 determined using an option pricing
        model was $122,500 and was 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. The remaining
        deferred service costs at December 31, 2001 were fully amortized during
        the year ended December 31, 2002.

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 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.


                                      F-14
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                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001



NOTE J (CONTINUED)

    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, 2002 and 2001, the Company granted
    options to employees and directors totaling approximately 861,000 and
    1,414,600, respectively, and granted no options to non-employees. The
    options issued to employees in 2002 and 2001 vest in a range of immediate
    vesting up to four years vesting and expire in ten years.

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

<TABLE>
<CAPTION>
                                                                             For the year
                                                                          ended December 31,
                                                                     --------------------------
                                                                       2002               2001
                                                                       ----               ----
<S>                                                                <C>                  <C>
      Volatility                                                      85.2%             138.0%
      Risk-free rate                                                  4.2%                5.6%
      Expected life                                                   9.3 YEARS          10.0 YEARS
      Annual forfeiture rate                                          0%                  0%
      Expected dividends                                              0                   0

</TABLE>

    The weighted-average fair value of Plan options granted during the years
    ended December 31, 2002 and 2001 was $3.31 and $1.53, respectively, and the
    weighted-average exercise price was $3.96 and $1.58, respectively.

    Stock option activity under the Plan during the years ended December 31,
    2002 and 2001 is summarized below (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                              Weighted-
                                                                               average
                                                                              exercise
                                                            Options             price
                                                            -------             -----
<S>                                                         <C>             <C>
      Balance, December 31, 2000                              1,494           $  2.63

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

      Balance, December 31, 2001                              2,822              2.11

      Granted                                                   861              3.96
      Exercised                                                (154)             1.79
      Canceled                                                  (85)             3.22
                                                              -----

      Balance, December 31, 2002                              3,444           $  2.55
                                                              =====
</TABLE>

                                      F-15
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001




NOTE J (CONTINUED)

    The following table summarizes information concerning currently outstanding
    and exercisable stock options under the Plan (in thousands, except per share
    amounts):

<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       2,306           6.4             $ 1.61           1,614        $1.67
        3.01 -   6.00       1,092           8.8               4.34             183         5.40
        6.01 -   9.00          41           7.1               6.53              20         6.55
       12.00                    5           7.2              12.00               3        12.00
                                -                                                -

      Total                 3,444           7.2             $ 2.55           1,820        $2.11
                            =====           ---             ------           =====        -----
</TABLE>

NOTE K - PER SHARE DATA

    For the period ending December 31, 2002 there were 1.3 million outstanding
    options and warrants at a price range of $4.65 - $12.00, which were excluded
    from the dilutive earnings per share calculation because the effect would be
    anti-dilutive. All of the Company's options and warrants were considered
    anti-dilutive for the period ending December 31, 2001 due to the Company's
    net loss for the period.

    The following is a reconciliation of the number of shares used in the basic
    and diluted computation of income (loss) per share (in thousands):

<TABLE>
<CAPTION>
                                                        December 31,
                                                    2002            2001
                                                   ------          ------
<S>                                               <C>              <C>
      Weighted-average number of common
         shares outstanding - basic                17,021           16,183

      Dilution from stock options and
         Warrants                                   2,109             -
                                                   ------          ------

      Weighted-average number of common
         shares and common share equivalents
         outstanding - diluted                     19,130           16,183
                                                   ======           ======

</TABLE>


                                      F-16
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001




NOTE K (CONTINUED)

    At December 31, 2002 and 2001 the Company had approximately 2.3 million and
    2.6 million warrants outstanding at a weighted average exercise price of
    $3.59 and $3.31, respectively. The Company's warrant activity during the
    years ended December 31, 2002 and 2001 is summarized below (in thousands,
    except for share amounts):

<TABLE>
<CAPTION>
                                                                              Weighted-
                                                                               average
                                                                              exercise
                                                            Warrants            price
                                                            --------            -----
<S>                                                         <C>             <C>
      Balance, December 31, 2000                              2,327           $  3.71

      Granted                                                   453              1.05
      Exercised                                                (151)             2.78
      Canceled                                                  -                 -
                                                              -----

      Balance, December 31, 2001                              2,629              3.31

      Granted                                                   -                 -
      Exercised                                                (371)             1.60
      Canceled                                                  -                 -
                                                              -----

      Balance, December 31, 2002                              2,258           $  3.59
                                                              =====
</TABLE>

    The following table summarizes information concerning currently outstanding
    and exercisable warrants (in thousands, except per share amounts):

<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         826           2.8             $ 2.17             826        $2.17
        3.01 -   6.00       1,432           2.4               4.41           1,432         4.41
                       ---------------                                 --------------

      Total                 2,258           2.5             $ 3.59           2,258        $3.59
                            =====           ---             ------           =====        -----
</TABLE>


                                      F-17
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001




NOTE L - 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, 2001, payments of $340,000 under the license had been
    expensed, of which $260,000 had been paid. In April 2001, the Company
    reached an agreement with Inktomi to terminate this executory contract.

NOTE M - INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                           2002               2001
                                                                 --------------------------------------
<S>                                                                <C>                    <C>
      Stock option compensation                                          $   593            $   318
      Deferred service cost                                                   24                 43
      Net operating loss carryforwards                                         -              3,500
      Capital expenditures                                                     -                 43
      Other                                                                   36                101
                                                                            ----            -------

                                                                             653              4,005
      Valuation allowance                                                   (183)            (4,005)
                                                                            ----            -------

      Net deferred tax asset                                         $       470            $     -
                                                                      ================      =======
</TABLE>

    The recognition of deferred tax assets is appropriate if realization of such
    assets is more likely than not. Accordingly, based on current and projected
    taxable income in the near future, the Company released a net valuation
    allowance of approximately $3.8 million during the year ending December 31,
    2002, of which approximately $400,000 was released in the fourth quarter.
    Included in other assets at December 31, 2002 was a long-term deferred tax
    asset of approximately $24,000.

    The income tax expense in the consolidated statements of operations
    consisted of the following during the years ended December 31, 2002 (in
    thousands):

<TABLE>
<CAPTION>
                                                                   2002             2001
                                                              --------------------------------
<S>                                                              <C>              <C>
      Current provision                                            $ 841           $   -
                                                                   -----

      Deferred provision (benefit):
        Other deferred items                                       3,352              101
        Change in valuation allowance                             (3,822)            (101)
                                                                  -------            -----
                                                                    (470)              -

         Total                                                     $ 371           $   -
                                                              ================================

</TABLE>


                                      F-18
<PAGE>

                           FINDWHAT.COM AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001



NOTE M (CONTINUED)

   The reconciliation of the Company's statutory tax rate to the effective tax
   rate is as follows for the year ended December 31:

<TABLE>
<CAPTION>
                                                                   2002              2001
                                                             -----------------------------------
<S>                                                              <C>               <C>
      Federal tax rate                                             34.0%             34.0%
      State tax rate, net of federal benefit                        3.2               3.2
      Deferred tax asset valuation allowance                      (34.9)            (37.2)
      Other                                                         1.0               -
                                                                    ---               -

                                                                    3.3%              0.0%
                                                                   =====           =======
</TABLE>

NOTE N - LITIGATION

    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 the Company in the District Court for the Central District of
    California in Los Angeles, alleging that we are infringing their patents. In
    the litigation, the Company is seeking a declaration that Overture's patent
    is invalid and unenforceable and not infringed by the Company and Overture
    is seeking a permanent injunction against any act by the Company deemed by
    the court to infringe Overture's patent, an award of unspecified monetary
    damages, and attorney's fees, costs and expenses.

    The Company expenses all legal fees as incurred, and 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, including the Overture matter as discussed above, are not
    expected to materially affect the Company's financial position or the
    results of its operations. As such, no accruals have been made related to
    the Company's legal proceedings.


                                      F-19