UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

Commission File Number: 000-50698

GREENFIELD ONLINE, INC.

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code:

(203) 834-8585

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

None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 par value

      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the last ninety days.     Yes þ          No o

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

      Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes o          No þ

      As of March 10, 2005, the aggregate market value of the Registrant’s common stock held by non-affiliates of the registrant was approximately $261 million, based on the closing price of the Registrant’s common stock on the Nasdaq National Market on March 10, 2005 of $18.48 per share. The Registrant’s common stock was not publicly traded as of the last business day of its most recently completed second fiscal quarter.

      As of March 10, 2005, there were 21,287,209 shares of the Registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

      The information required by Part III of this report is incorporated by reference from the Registrant’s definitive proxy statement, relating to the Annual Meeting of Stockholders scheduled to be held in May 2005, which definitive proxy statement will be filed not later than 120 days after the end of the fiscal year to which this report relates.

TABLE OF CONTENTS

PART I.

SAFE HARBOR STATEMENT

      This Annual Report on Form 10-K contains forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained herein, including, without limitation, predictions and guidance relating to our future financial performance and growing customer demand for online marketing research, sales bookings, bid volume, and backlog. In some cases, you can identify forward-looking statements by terminology such as, “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue”, or the negative of these terms or other comparable terminology. The forward-looking statements contained herein are based on our current expectations but they involve a number of risks and uncertainties and do not reflect the potential impact of mergers, acquisitions or other business combinations that may be completed after the date of the filing of this Form 10-K. Our actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which are described in Item 7 of Part II of this Form 10-K and include, without limitation, risks related to our ability to maintain the size and demographic composition of the Greenfield Online panel, our panelists’ responsiveness to our surveys, our reliance on our largest customers, our ability to compete with marketing research firms and other potential competitors, our ability to manage our growth and international expansion, our ability to integrate the businesses we have recently acquired or may acquire in the future, our online business model, demand for our products and services, the strength of our brand and other risks detailed in our filings with the Securities and Exchange Commission available at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date hereof and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

      References herein to “we,” “us” or “our” refer to Greenfield Online, Inc. and its consolidated subsidiaries unless the context specifically requires otherwise.

Overview

      We are a leading independent provider of Internet survey solutions to the global marketing research industry. We have built and actively manage the Greenfield Online panel, a 100% double opt-in Internet-based panel of over 4.7 million individuals residing in households containing an estimated 12.2 million people. This proprietary panel allows us to supply our clients with diverse, demographically representative survey research data.

      We target our Internet survey solutions to approximately 2,500 full service marketing research and consulting firms in the United States and large international marketing research companies. Our clients use the Internet survey data that we provide to enable companies throughout the world to make critical business decisions. We partner with our clients to leverage their global sales forces, which incorporate our Internet survey solutions into their product offerings. We do not compete with our clients for custom marketing research business. This cooperative marketing strategy provides us with access to broad distribution channels without the need to expand our own sales and marketing resources. For the year ended December 31, 2004, we completed 4,522 Internet-based projects, an 82% increase over 2003. Furthermore, 93 companies each purchased over $100,000 of our products and services in 2004, a 107% increase over 2003.

      Internet survey solutions are faster, more efficient and more cost-effective for collecting high quality marketing research data than traditional, labor-intensive methods such as telephone, direct-mail and mall-based surveying. The Internet allows our panelists to participate 24 hours-a-day in a more convenient and less intrusive environment than traditional data collection methods. Our Internet-based technology interactively engages respondents through the use of images, sound and video, enabling us to collect richer data for our

clients. We believe Internet-based survey solutions speed survey completion, allow for significantly larger survey sample sizes over a given time period and provide marketing researchers with a cost-effective means of reaching niche segments.

      We believe we are well-positioned to capitalize on evolving dynamics within the global survey research market. Decreasing cooperation rates experienced by the telephone survey industry and the increasing use of mobile phones as a primary means of telephone communication have led to a decline in the effectiveness of traditional telephone-based data collection methods. This decline has been exacerbated by the Do Not Call registry, which was established in 2003. At the same time, Internet penetration and increased broadband usage have accelerated growth in the use of Internet-based marketing research. We believe these dynamics will drive demand for our Internet survey solutions. Through our North American operations, our sales offices in the United Kingdom and Continental Europe and our operations center in India, we believe we are well-positioned to meet this demand.

Recent Developments

      On January 25, 2005, we completed the acquisition of Rapidata.net, Inc., a privately held North Carolina corporation (“Rapidata”), for $5.5 million in cash plus closing costs, subject to certain post closing adjustments. With the acquisition of Rapidata, we became one of the only survey solutions providers with deep online panel ownership across a broad range of health care provider specialties as well as patient responders who have been profiled for various diseases and ailments. Rapidata’s panel includes practicing physicians across all major specialties, hospital, retail and managed care pharmacists and formulary decision makers, nurses and nurse practitioners, as well as dentists. In addition to providing direct feedback and aggregated data from their patient profiles, pharmacist panel members are able to interview patients at the point of purchase or to recruit patients for future surveys.

      On February 8, 2005, we completed the acquisition of Zing Wireless, Inc., a privately held California corporation (“goZing”), for approximately $30 million in cash plus closing costs, subject to certain post closing adjustments. The acquisition of goZing, a provider of survey sample solutions, expanded our panel to approximately 4.7 million double opt-in individuals, representing households containing approximately 12.2 million people, plus an additional 3.6 million single opt-in registrants that we intend to convert to double opt-in panelists. After accounting for duplicates and segregating single-opt-in panelists available for conversion, we expect that the total increase in double-opt-in panelists attributable to the goZing acquisition will be approximately 1.0 million panelists. The goZing acquisition increases our international panel by approximately 50 percent, adding more than 243,000 panel members in the U.K., France, Canada, Australia, Spain and the Netherlands. In addition, through the goZing worldwide affiliate network Greenfield Online will now have the ability to contact more than 14 million additional individuals around the globe.

Our Market Opportunity

      Businesses rely on feedback from consumers to make decisions about their products and services. Heightened competition, consolidation, globalization of product markets, acceleration of product launch schedules, shortened product life and rapidly changing consumer preferences define today’s business environment. Marketing research is a critical tool for gathering the information that businesses need to make decisions regarding product portfolios, brand management and advertising.

Factors Affecting the Growth of Internet-Based Marketing Research

      Benefits of Internet-Based Marketing Research. We believe the Internet is fundamentally changing the marketing research industry, allowing researchers to be more responsive to the challenges posed by today’s business environment.

        Speed. Using the Internet, marketing researchers can rapidly access, collect and process large amounts of data from diverse groups. Our proprietary panel management techniques allow us to quickly identify and target groups of panelists to receive and participate in surveys over the Internet. Survey response time on the Internet is measured in hours and days rather than weeks and months. Our technology and expertise allow us to administer thousands of Internet surveys simultaneously.

        Cost Effectiveness. We believe that Internet-based survey solutions lower the cost of marketing research by decreasing data collection costs. Once qualified panelists have been identified and surveys have been developed, the actual cost of data collection through the Internet is significantly less than through traditional methods. Our average charge for a completed survey ranges from $10.00 to $14.00, compared to our estimate of approximately $20.00 to $25.00 per mall survey and $18.00 to $22.00 per telephone survey.

        Improved Results. Members of the Greenfield Online panel are able to complete surveys in the privacy of their own homes, without interacting with interviewers. As a result, we believe interviewer bias is eliminated. Because the Internet provides respondents with a degree of anonymity and privacy not found in telephone or mall-based surveys, we believe Internet survey solutions generate more honest responses, even to sensitive subject matter questions, such as income, personal health, political affiliations and sexual orientation. Internet-based surveys can accommodate a variety of new media as well, including images, sound and video, which cannot be integrated into telephone or mail surveys. We believe that integrating these media allows researchers to capture feedback needed by marketers to assess new product offerings and test new advertising messages more accurately.

        New Opportunities. We believe that Internet-based marketing research offers new options not previously available to research professionals. Internet survey solutions allow research professionals more design flexibility because they are not limited to what can be communicated by an interviewer over the telephone, or detailed on paper. Our Internet survey solutions increase the research options available to our clients by allowing them to embed images, sound and video within their surveys.

        Less Intrusive and More Convenient. Our Internet survey solutions are less intrusive than telephone surveys. The Internet expands the amount of data collection time available because respondents can complete surveys at their convenience at any time. In contrast, telephone surveys can only be conducted during limited hours and are often attempted at times of the day, such as dinner time, which many respondents find intrusive and inconvenient.

        More Engaging. Our Internet survey solutions are more engaging than telephone and direct mail surveys because they integrate images, sound and video, and often include advance previews of potential new products, movie trailers and commercials. We believe this advance preview feature makes our Internet survey solutions more compelling and enjoyable for our panelists than surveys administered through traditional methods.

      Growth in Internet Penetration. Studies reflect that the percentage of the U.S. and European population using the Internet is growing. As Internet penetration increases, and in particular as broadband penetration climbs, we believe the migration from traditional data collection methods to Internet-based data collection will accelerate. As the population of Internet users increases, a larger and more diverse group of people become accessible to us as potential panelists and the quality of the Greenfield Online panel will likely improve.

Our Competitive Position

      We believe we are well-positioned for continued growth in our target market and the following strengths differentiate us from our competitors.

Our Strategy

      Our goal is to maintain and build upon our leadership position within the global Internet survey solutions market. In order to achieve this goal, our strategy is to:

      We believe that we derive additional benefits through expansion of our panel by acquisition of pre-existing panels compared to expansion through our web-based recruiting efforts because, in our opinion, acquired panels: contain detailed demographic and survey history about their members gained over time; are comprised of members who have demonstrated a willingness to participate in surveys; and decrease the time to scale our overall survey capacity.

The Greenfield Online Panel

      As of December 31, 2004, the Greenfield Online panel was comprised of approximately 3.7 million individuals who voluntarily participated in our surveys, representing households consisting of an estimated 9.6 million people. The number of panelists as of December 31, 2004 includes the OpinionSurveys.com panel that we acquired from The Dohring Company on October 21, 2004, which added approximately 1.1 million individuals to the Greenfield Online panel representing households consisting of an estimated 3.0 million people. Excluded from the panel numbers above are approximately 1.0 million panelists acquired from the acquisitions of Rapidata.net and goZing.com.

      We continuously recruit from a diverse pool of sources, including Internet portals, special interest, age and ethnicity focused and other websites. We administer our internally developed webmaster affiliate program to enable broad based panelist recruitment from lower-traffic niche websites. As of December 31, 2004, the number of participating affiliates in our webmaster program grew to 646 websites, consisting primarily of lower-traffic niche websites. To become an affiliate in our webmaster program (a “webmaster affiliate”), approved website operators download images and graphics enabling them to recruit members for the Greenfield Online panel on their website.

      Each webmaster affiliate receives a specific identification code and is compensated based on the number of panelists recruited through its website. In addition, as of December 31, 2004, we were actively recruiting panelists with 55 additional large websites, data suppliers and advertising networks. Through these programs and arrangements, we acquire new panelists from Internet portals and special interest websites by conducting email campaigns with sweepstakes and other incentives and by posting new banner advertisements on webpages. Individuals viewing or receiving these solicitations are directed to a Greenfield Online recruiting webpage where they are asked for demographic and other personal information. After completing this demographic survey, potential panelists are asked to confirm their desire to be panel members by email or web interface. Upon this confirmation, the panelists are registered as active members of the Greenfield Online panel.

      Prior to the commencement of the fourth quarter of 2004, our webmaster affiliate program and our panelist recruiting arrangements were our primary sources for diversifying the Greenfield Online panel. We believe that the combination of acquisitions and this diversified recruitment strategy helps us fulfill our goal of maintaining one of the largest and most representative panels, while also helping to ensure a continuous, cost-effective supply of survey takers.

      To extract maximum value from an Internet survey panel, proper panel management techniques must be employed. We utilize senior copywriters to design our communication materials, a well-maintained website, including customized panelist web pages for certain targeted groups, and responsive help desk support personnel to ensure that each contact we make with a panelist is a positive experience. We have developed performance metrics relating to panelist workload, responsiveness and participation and constantly test alternative communication strategies and incentive programs to ensure optimal panel productivity. We utilize an automated process to regularly probe our panel for additional profile data so that we can more accurately target our surveys and maximize the productivity of our panelists’ time. We employ several methods to help ensure that the demographic data provided by panel members is accurate. We believe that for the most part these methods allow us to have a high level of confidence in the accuracy of the data we provide. We also believe after many years of conducting online surveys that the vast majority of survey takers answer honestly and participate in surveys in order to have their opinions heard. Some of the methods we use are:

      Members of the Greenfield Online panel are offered incentives for participating in our surveys. We use a combination of sweepstakes and cash incentives, administered through our own incentive program, to encourage our panelists’ participation. With the acquisition of goZing, we now offer certain non-cash related gift certificates such as downloads of music and other credits to be utilized for shopping online. The incentive level for a particular survey project is based upon the length and complexity of the survey and the difficulty in finding or motivating the survey’s target audience. We typically initiate a survey with a modest incentive and then adjust the incentive level up or down as we invite more panelists to take the survey, and depending on the

initial response of our panelists. With this strategy, we efficiently balance the invitation quantity and incentive level to achieve the desired number of completed surveys within the specified client timeframe.

Our Internet-Based Survey Solutions

      We offer survey solutions exclusively using Internet-based methods supported by the Greenfield Online panel. These survey solutions are customized to our clients’ needs, including our full-service data collection and sample solutions.

      We program our clients’ surveys, host them on our website infrastructure, invite our panelists to take the surveys and deliver the compiled data to our clients for their analysis and presentation to the end-user. Our clients can utilize our complete range of Internet survey solutions, including embedded images, sound and video, store-shelf simulation testing and other 3D image demonstrations. Our full-service solutions also include our review of survey responses for internal consistency, data tabulation and verbatim response interpretation and coding services. Our full-service solutions take research questionnaires designed by our clients from programming through data delivery. The following table describes the products and services that comprise our full-service capabilities and a representative application for each product or service.

      Clients that have survey programming capabilities, but have limited or no access to survey respondents, can purchase controlled access to the Greenfield Online panel. We believe that this offering is regarded in the marketplace as a high-value service, which we maintain by collecting demographic information upon panelist enrollment and by providing respondents to our clients who accurately match our clients’ demographic requirements.

Our Customers

      Our primary target market is full-service custom marketing research and consulting firms. We provide Internet survey solutions to firms of all sizes in this marketplace. In 2004, our top five clients by net revenue were: GfK-Custom Research, Inc. (“GfK-CRI”), Hall and Partners, Taylor Nelson Sofres Intersearch, GfK-ARBOR, LLC, (“GfK-ARBOR”) and Millward Brown, Inc. In March 2004, GfK AG, the parent of our largest client, GfK-CRI, acquired ARBOR, Inc., now GfK-ARBOR. Together, in 2004, GfK-CRI and GfK-ARBOR accounted for approximately 13% of our total net revenues. In December 2004 and January 2005, we entered into separate partner agreements with GfK-CRI and GfK-ARBOR, respectively, whereby GfK-CRI and GfK-ARBOR are each obligated to purchase all or substantially all of their Internet survey solutions from us through December 31, 2005, subject to certain limited exceptions. Our top client in 2003 was Taylor Nelson Sofres Intersearch, with which we had an alliance agreement requiring it to make purchases of at least $5.6 million of our products and services from January 31, 2002 to January 31, 2004. Taylor Nelson Sofres Intersearch satisfied this obligation and is no longer contractually required to purchase our products and services. In 2003, Taylor Nelson Sofres Intersearch’s parent company acquired NFO Worldgroup, Inc., which maintains and operates a large Internet respondent panel similar to our own. As a result of this acquisition, the revenues we received from Taylor Nelson Sofres Intersearch in 2004 were less than in 2003.

      We have seen a strong trend across marketing research firms of shifting their data collection methodology to Internet survey solutions. As of December 31, 2004, our client base has grown to a diversified group of over 507 clients, of which 93 each purchased over $100,000 in survey data collection services from us in 2004, up from 45 such clients in 2003. Our top ten clients represented approximately 37% of our net revenues in 2004, down from 53% of our net revenues in 2003. In each of the last three years, we successfully grew our client base by adding over 100 new clients each year.

      We have a partner program with 30 active clients. Our partner program provides preferred pricing, dedicated sales and service account teams and integrated marketing support and tools, as well as customized marketing materials to support the Internet research sales efforts of these client partners. We also have integrated systems for pricing, project-scoping and the project-delivery process with these clients. Because we are exclusively an Internet survey data provider and not a custom marketing research business, our clients often seek our participation in their sales and marketing efforts and integrate the Greenfield Online panel into their research proposals as a critical selling component.

Sales and Marketing

      We use a combination of sales professionals, account executives and our automated bid technology to maximize the personal interaction between sales professionals and current and prospective clients, while minimizing our sales and marketing costs. In the last few years, we made substantial investments in our sales infrastructure to better serve our clients and enter new markets. We have established regional offices in San Francisco, California, Toronto, Ontario and Minneapolis, Minnesota, and have sales representatives located in Colorado, Maryland, New Jersey, the United Kingdom and Germany. Accordingly, our sales and marketing professionals are assigned to geographic, client-based and industry-specific territories and, in certain instances, to specialized research markets. As of December 31, 2004, we employed 41 sales and marketing professionals. By selling through the marketing research channel, we experience significant sales leverage and return on invested sales and marketing dollars.

Competition

      We currently compete with Internet-based survey data collection providers, Internet sample providers that provide access to survey respondents but do not offer survey technologies, technology companies that have developed tools for conducting Internet marketing research and traditional marketing research companies. In a broader sense, we also compete with suppliers of survey data collection services that use traditional methodologies, such as telephone interviewers, mall interviewers and direct mail operators. The primary competitive factors in the survey data collection industry include the quality and timeliness of data collection, the price of products and services and overall reputation in the marketplace. We believe we distinguish ourselves from our competitors through a combination of high-quality service provided by experienced professionals, client responsiveness, the size and diverse demographics of the Greenfield Online panel, process efficiencies and a dedicated focus on servicing the marketing research industry.

      We compete for clients with other Internet-based marketing research data collection firms, such as SPSS Service Bureau and Harris Interactive Service Bureau; firms offering respondent-only services, such as Survey Sampling, Inc., Ciao AG and e-Rewards, Inc.; and large marketing research companies, such as The Kantar Group and Harris Interactive, Inc. who maintain their own panels of online respondents. We estimate that there are approximately five Internet-based marketing research data collection firms with which we compete in the United States and Canada, and three such firms in Europe. We estimate that we have three U.S. based competitors offering respondent-only services, and no significant competitors in Europe. Finally, we estimate that in the United States, Canada and Europe, there are approximately nine full-service marketing research companies that have developed their own Internet-based respondent panels that may offer data collection services, four of which claim to have respondent panels that are larger than the Greenfield Online panel.

      We also expect to face competition in the future from other marketing research data collection firms that develop Internet-based products and services or other companies with access to large databases of individuals with whom they can communicate through the Internet. These companies may, either alone or in alliance with other firms, penetrate the Internet-based marketing research data collection market.

Technology and Intellectual Property

      Our systems are based on internally-developed and third-party software, and have been designed to reduce downtime in the event of outages or catastrophic occurrences. Our technology infrastructure provides continuous availability. We host our primary technology systems at our Wilton, Connecticut data center. To maintain reliability and to assure even distribution of work load, survey development and analysis of panel and survey data, we have replicated the functionality of the Wilton data center at a UUNET co-location facility under a co-location service agreement, which provides for redundant power supply and communications systems. Our Wilton facility is equipped with our own uninterruptible power supply, heating, ventilation and fire suppression systems. Data is backed up on a daily basis at both the UUNET and Wilton locations, and we routinely remove backed-up data from our primary storage facilities.

      We utilize the Confirmit survey development software program created and licensed by Future Information Research Management, Inc. to program our surveys so that they can be displayed through the Internet and taken by our panelists. We believe that this software represents the current standard in the Internet-based marketing research data collection industry.

      We have integrated several software technologies into our Internet survey solutions and have developed software programs to assist in this integration and otherwise improve our products and services. During the course of adopting the Confirmit survey development software, we developed our own software applications we call “bridges” that allow us to archive, access and manage panel data collected during Confirmit surveys and transfer this data to our panel database. We have also integrated streaming video and three dimensional imaging software into our Internet survey solutions.

Our computer systems are susceptible to planned overloads initiated by third-parties, commonly referred to as denial of service attacks. While it is impossible to prevent a denial of service attack without disconnecting our

computer systems from the Internet, we have taken measures to reduce the potential harm such an attack could cause by:

      We own multiple domain names and manage and administer the computers that associate these domain names with Internet addresses. This in-house management provides a measure of defense during a denial of service attack because we can rapidly redirect a domain name to a different Internet address if the addresses are the subjects of the attack, and we can rapidly switch to another domain name in order to conduct business on the Internet if the domain name is the subject of the attack.

      We regard our copyrights, service marks, trademarks, trade dress, trade secrets, proprietary technology and similar intellectual property as critical to our success and rely on trademark and copyright law, trade secret protection, confidentiality and assignment of invention agreements and/or license agreements with employees, customers, independent contractors, partners and others to protect our proprietary rights. We strategically pursue the registration of our trademarks and service marks in the United States and have applied for and obtained registrations in the United States for some of our trademarks and service marks. Millward Brown, Inc. owns the rights in the United States to the names Greenfield and Greenfield Online, holds a U.S. registration for the Greenfield mark and has a pending registration in the United States of the Greenfield Online mark. We maintain an exclusive, perpetual, royalty-free license from Millward Brown, Inc. (as successor to Greenfield Consulting Group, Inc.) to the Greenfield Online trademark for Internet qualitative and quantitative marketing research data collection services and to use the Greenfield name as part of our Internet domain names. Power your Research^sm, Power Your Research With Our Experience, Our People, Our Technology^sm, SAM^sm, Survey Alerts Manager^sm, Research Revolution®, NetReach®, FieldSource® and OpinionSurveys.com® are our trademarks, trade names and service marks. Neither we nor Millward Brown, Inc. have sought trademark registration of the Greenfield or Greenfield Online names outside the United States. Additionally, through our acquisition of the OpinionSurveys.com panel in October 2004, we acquired title to the domain names OpinionSurveys.com and OpinionSurvey.com, as well as certain intellectual property associated with the OpinionSurveys.com panel, including a pending application to register OpinionSurvey. Effective trademark, service mark, copyright and trade secret protection for intellectual property may not be available in every country in which our products and services are made available through the Internet.

Governmental Regulation

      In January 2002, the FTC adopted a rule that created a national Do Not Call registry that allows people to register their telephone numbers on a list from which telemarketers are prohibited from calling, which went into effect in October 2003. We believe the Do Not Call registry has had a beneficial effect upon our business because we believe it has prompted more marketing research companies to adopt Internet-based survey data collection methods as opposed to telephone-based data collection methods. We also believe that the Do Not Call registry is an outgrowth of a pervasive dissatisfaction within the U.S. population with the amount and intrusiveness of unwanted telephone solicitations. According to a study conducted in 2004 by Pioneer Marketing Research, DialTek L.P. and BayaSoft LLC, marketing research buyers and suppliers are recognizing that this dissatisfaction is also directed at marketing surveys conducted by telephone and, as a result, data gatherers are migrating to Internet survey solutions such as the services that we provide.

      In 1991, Congress passed the Telephone Consumer Protection Act (the “TCPA”), granting the FCC the authority to promulgate rules protecting the privacy rights of people with telephones who wanted to avoid unwanted telemarketing calls. The FCC adopted rules to enforce this authority and under these rules telemarketers are prohibited from making telephone calls before 8 a.m. and after 9 p.m. The TCPA, which is the authorizing legislation for the FCC’s Do Not Call registry, also prohibits calls made to mobile telephones if the call is made using an automatic telephone dialing system (defined as equipment which has the capacity to store or produce telephone numbers to be called using a random or sequential number generator and to dial such numbers) or an artificial or pre-recorded voice, and if the call recipient is charged for the call.

      The federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), which took effect on January 1, 2004, imposes a series of new requirements on the use of commercial email messages. The CAN-SPAM Act gives federal civil and criminal enforcement authorities new tools to combat unsolicited commercial email, and allows state attorneys general and Internet access services to enforce its civil provisions. The CAN-SPAM Act also directs the FTC to issue new regulations that define relevant criteria, which have not yet been promulgated, and to enforce the Act. Among other things, one proposal being examined by the FTC is a federal “Do Not Email” registry. The CAN-SPAM Act and the regulations enforcing the Act may significantly impact the manner in which we recruit and communicate with our panelists. It may also expose us to potential liability or require us to change or abandon our webmaster affiliate program and other recruitment techniques. The CAN-SPAM Act may require us to develop technology or systems to comply with its requirements for honoring “opt-out” requests. The CAN-SPAM Act provides a variety of remedies, including statutory damages, for each improper email sent. Additionally, there are many state statutes that purport to regulate the distribution of commercial email. Some of those statutes, or portions thereof, are preempted by the CAN-SPAM Act, but others may still be enforceable and provide for civil and criminal enforcement, and the imposition of penalties and damages for their violation. If we cannot comply with the requirements of the CAN-SPAM Act or these state statutes, we may need to cease operating portions of our business and our business could suffer.

      The Internet Tax Freedom Act (the “ITFA”), that was originally passed in 1995, prohibited states or political subdivisions from (i) imposing taxes on Internet access and (ii) imposing multiple and discriminatory taxes on e-commerce. The ITFA expired on November 1, 2003 and has not been renewed. As a result of the expiration of the ITFA, states are no longer prohibited under federal law from imposing taxes that were covered by the ITFA. In the absence of a renewal of the ITFA, states may begin to impose taxes on Internet access, related charges and other e-commerce products and services. If one or more states impose such taxes in a manner that results in the taxation of Internet access providers, ourselves, our customers or other parties upon whom these parties’ or our panelists’ rely for access to the Internet or other products or services, it may harm our business.

      In February 1999, the FCC issued a declaratory ruling interpreting the Telecommunications Act of 1996 to allow local exchange carriers to receive reciprocal compensation for traffic delivered to information service providers, particularly Internet service providers, on the basis that traffic bound for Internet service providers is largely interstate. As a result of this ruling, the costs of transmitting data over the Internet may increase. If this occurs, our tax liability and operating expenses may increase, and our business could suffer.

      The European Commission’s Directive on Data Protection (the “EC Directive”) went into effect in October 1998, and prohibited the transfer of personal data to non-European Union nations that do not meet

the European “adequacy” standard for privacy protection. The United States takes a different approach to privacy from that taken by the European Union. The United States uses a sectoral approach that relies on a mix of legislation, regulation and self-regulation. The European Union, however, relies on comprehensive legislation that, for example, requires creation of government data protection agencies, registration of databases with those agencies, and in some instances prior approval before personal data processing may begin. As a result of these different approaches, the Directive could have significantly hampered the ability of U.S. companies to engage in many trans-Atlantic transactions.

      In order to bridge these different privacy approaches and provide a streamlined means for U.S. organizations to comply with the EC Directive, the U.S. Department of Commerce in consultation with the European Commission developed a “safe harbor” framework. To be assured of safe harbor benefits, an organization needs to self certify annually to the U.S. Department of Commerce in writing that it agrees to adhere to the safe harbor’s requirements, which includes elements such as notice, choice, access, and enforcement. It must also state in its published privacy policy statement that it adheres to the safe harbor guidelines. We self-certify to the U.S. Department of Commerce to this effect and state in our published privacy policy statement that we adhere to the safe harbor guidelines. The Department of Commerce maintains a list of all organizations that file self-certification letters and make both the list and the self-certification letters publicly available.

      To qualify for the safe harbor, an organization can (1) join a self-regulatory privacy program that adheres to the safe harbor’s requirements; or (2) develop its own self regulatory privacy policy that conforms to the safe harbor. We have self-certified to the U.S. Department of Commerce and have joined TRUSTe, a United States-based self-regulatory privacy program. As a result, we have been certified as compliant with the “safe harbor” guidelines.

      In addition to the foregoing laws and regulations, several states have introduced legislation aimed at restricting overseas outsourcing and encouraging U.S. businesses to keep their operations within the United States. The U.S. Senate has recently approved an amendment that would prohibit companies from using money received under federal contracts in connection with jobs that are outsourced overseas, and would prohibit state contract work from being performed overseas with money received from federal grants. If these or similar laws or regulations are enacted, our ability to continue overseas operations could be harmed and our competitive position would be damaged.

Employees

      As of December 31, 2004, we employed a total of 281 people. Of our U.S.-based employees, 32 are in sales and marketing, 37 are in client service, 14 are in technology development and 22 are in finance and administration. GFOL India employed 146 people, all located in Gurgaon, India. GFOL Europe employed six people, located in Buckinghamshire, United Kingdom, and one person located in Munich, Germany. Greenfield Online Canada Ltd. employed 23 people, all located in Toronto, Ontario. None of our employees are represented by a collective bargaining agreement. We have not experienced any work stoppages and consider our relationship with our employees to be good.

Available Information

      We make available free of charge on or through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. Our Internet address is www.greenfield.com.

      Our headquarters and principal U.S. operations facility occupies approximately 30,000 square feet and is located at 21 River Road, Wilton, Connecticut, under a lease that expires in November 2009. Our other U.S. operations facility is located in San Francisco, California, where we lease approximately 8,179 square feet under a lease that expires in September 2009. During 2004, we leased approximately 5,000 square feet of space in San Francisco, California, under a lease that expired in December 2004, which was not renewed. We also lease a data center to support our operations that occupies approximately 3,100 square feet in Wilton, Connecticut, along with office space in East Brunswick, New Jersey, Bethesda, Maryland, Centennial, Colorado and Bloomington, Minnesota to support our sales and marketing team.

      Our international offices are based in Gurgaon, India, Buckinghamshire, United Kingdom, and Toronto, Ontario. Our operations facility in Gurgaon, near New Delhi, occupies approximately 19,300 square feet under a lease that expires in March 2007, unless renewed at our option for up to two additional three-year terms. Our facility in Buckinghamshire, which is used primarily for sales and marketing, occupies approximately 455 square feet under a lease that expires in September 2005. Our facility in Toronto consists of approximately 2,500 square feet, which we occupy under a lease that expires on October 1, 2005, but which we, or the landlord, may terminate on 60 days written notice. In addition to these facilities, we sublease approximately 5,600 square feet of office space in Gurgaon, India that we formerly occupied prior to our move to the new Gurgaon space. With the exception of our Toronto facility, which we are seeking to relocate to larger premises, we believe that our current facilities are adequate to meet our needs for the foreseeable future and that additional or alternative facilities may be leased on commercially reasonable terms to meet our future needs, if necessary.

      From time to time, we may become involved in litigation relating to claims arising from our ordinary course of business. We are not currently a party to any material legal proceedings.

      No matters were submitted to a vote of security holders during the fourth quarter ended December 31, 2004.

PART II

      a) Market Information

      Our common stock has been traded on the Nasdaq National Market under the symbol “SRVY” since July 16, 2004. The following table sets forth for the periods indicated the range of high and low closing prices per share of our common stock as reported by the Nasdaq National Market:

      b) Holders of the Corporation’s Capital Stock

      As of March 10, 2005, we had approximately 43 stockholders of record, including record holders on behalf of an indeterminate number of beneficial holders.

      c) Dividends

      No cash dividends have been declared on our common stock to date and we do not anticipate paying any dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the expansion and operation of our business. Any future determination as to the payment of dividends will be at our board of directors’ discretion and will depend on our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors considers to be relevant.

      d) Use of Proceeds

      On July 15, 2004, our registration statement on Form S-1 was declared effective for our initial public offering, pursuant to which we sold 4 million shares of common stock. The stock was offered to the public at $13.00 per share and we received net proceeds of approximately $34.8 million (after underwriters’ commissions of $3.6 million, the $9.4 million conversion and dividend payment to holders of our Series B Convertible Participating Preferred Stock, the $2.1 million mandatory redemption of Series C-2 Redeemable Non-Voting Preferred Stock and expenses of approximately $2.1 million). We used the net proceeds from the initial public offering to fund the acquisitions of OpinionSurveys.com, Rapidata.net and Zing Wireless, Inc. in October 2004, January 2005 and February 2005, respectively.

      On December 6, 2004, our registration statement on Form S-1 was declared effective for our follow-on public offering, pursuant to which we sold 4.5 million shares of common stock. The stock was offered to the public at $18.16 per share and we received net proceeds of approximately $76.4 million (after underwriters’ commissions of $4.5 million and expenses of approximately $0.8 million). We intend to use the net proceeds from our follow-on public offering for working capital and general corporate purposes, including potential acquisitions. Pending use of the net proceeds of this offering, we have invested the funds in short-term, interest bearing, investment-grade securities.

      e) Recent Sales of Unregistered Securities

      None.

      f) Issuer Purchases of Equity Securities

      None.

SELECTED CONSOLIDATED FINANCIAL DATA

      The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes, which are included elsewhere in this Annual Report on Form 10-K. The selected consolidated statements of operations data for each of the fiscal years ended December 31, 2004, 2003 and 2002 and the selected consolidated balance sheet data as of December 31, 2004 and 2003 are derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K. The selected consolidated statements of operations data for the fiscal year ended December 31, 2001 and 2000 and the selected consolidated balance sheet data as of December 31, 2002, 2001 and 2000 are derived from audited consolidated financial statements not included in this Annual Report on Form 10-K.

      The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes contained in Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed in “Risk Factors” below. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview

      We are a leading independent provider of Internet survey solutions to the global marketing research industry and we derive 100% of our revenues from Internet data collection products and services. We actively manage the Greenfield Online panel, a 100% Internet-based panel, which as of December 31, 2004 represented approximately 3.7 million individuals who participate in our surveys, which includes approximately 1.1 million individuals who joined through our acquisition of the OpinionSurveys.com panel from The Dohring Company on October 21, 2004. Our panelists represent households consisting of an estimated 9.6 million people, allowing us to compile diverse, demographically representative survey data. We believe the size and diversity of the Greenfield Online panel along with the amount of revenues we derive solely from Internet survey solutions position us as a leader in our market.

      We target our Internet survey solutions to approximately 2,500 full service marketing research and consulting firms in the United States and large international marketing research companies. Our clients use the Internet survey data that we provide to enable companies throughout the world to make critical marketing and business decisions.

      Over the past 10 years, we have developed proprietary panel management techniques that allow us to manage the Greenfield Online panel. We use these techniques to efficiently conduct Internet surveys and continually seek to refresh and enhance our panel profiles, enabling the delivery of higher-value survey data to our clients. Our automated technology platform allows us to perform a large volume of surveys simultaneously, and our global production capabilities enable us to provide continuous survey programming, data collection and processing services.

Key Historical Events that Impact Our Business

      We were incorporated in the State of Connecticut on September 28, 1995. Until May 17, 1999, Andrew S. Greenfield and certain members of his family owned all of our capital stock. On May 17, 1999, our then-existing management and a group of new investors completed a management buyout (the “Management Buyout”), in which approximately 97% of our outstanding common stock was acquired by Greenfield Holdings, LLC (“Greenfield Holdings”), an entity formed for the sole purpose of the Management Buyout. The remaining 3% was retained by the prior owner. From 1999 until 2002, we invested significant amounts to build the Greenfield Online panel and our Internet-based technology infrastructure. In December 2002, our controlling stockholders completed a recapitalization of our business and Greenfield Holdings was dissolved.

      Until January 2002, we sold both custom Internet-based marketing research and the Internet survey solutions we sell today. A majority of our revenues for the first seven years of our existence was derived from the sale of custom marketing research. In September 2001, we embarked on a strategy to convert the focus of our business from providing custom marketing research to end-users to providing Internet survey solutions to the marketing research firms we target today. This strategy culminated in the sale of our custom marketing research business (the “Custom Research Business”) to Taylor Nelson Sofres Operations, Inc. (“TNSO”) in January 2002. The sale of our Custom Research Business represented a turning point in our development as we shifted from a labor-intensive, professional services business model to a scalable Internet-based services business model.

      Under our asset sale agreement with TNSO, we received $2.0 million in cash consideration at closing in January 2002 and an additional $600,000 in January 2003. Contemporaneously with the execution of the asset sale agreement, we entered into an alliance agreement with Taylor Nelson Sofres Intersearch (“TNSI”) that terminates on December 31, 2006. We treated $1.4 million of the proceeds received at closing as consideration for the value of the assets conveyed and $600,000 as a prepayment of the first three months’ payments due under the alliance agreement. The alliance agreement obligated TNSI to use our services to meet substantially all of its Internet sample survey requirements for U.S.-based marketing research until certain minimum revenue guarantees were met. In 2002, the alliance agreement required TNSI to provide us with a minimum of $200,000 per month after the first three months of qualifying revenue for purchases of sample and other services, and in 2003 this minimum monthly amount increased to $300,000. In December 2003, TNSI satisfied its total minimum purchase requirement, but we continue to perform work for TNSI under the terms of the alliance agreement.

      In July 2003, we formed Greenfield Online Private Limited (“GFOL India”) in Gurgaon, India in order to reduce labor costs and to allow us to offer around-the-clock data processing and survey programming services. In August 2003, we acquired Greenfield Online Europe, Ltd. (“GFOL Europe”), a newly-formed U.K. corporation, to allow us to market our Internet survey solutions in Europe. In March 2004, we formed Greenfield Online Canada, Ltd. in order to expand our North American operations to cover the Canadian market.

      In July 2004, we completed the initial public offering of our common stock, including the sale of 4.0 million shares by us and 1.75 million shares by certain of our stockholders. Net proceeds to us from the initial public offering totaled approximately $34.8 million, after payment of underwriters’ commissions, mandatory conversion and redemption payments, and other related expenses. In connection with our initial public offering, all shares of our Series C-2 Redeemable Non-Voting Preferred Stock were redeemed and all outstanding shares of our Series A Convertible Participating Preferred Stock, Series B Convertible Participating Preferred Stock, and Series C-1 Convertible Participating Preferred Stock were converted into shares of our common stock on a one-for-14 basis.

      On October 21, 2004, we completed the acquisition of OpinionSurveys.com’s Internet-based panel from The Dohring Company for $3.2 million in cash. The acquisition added to the Greenfield Online panel approximately 1.1 million individuals representing households consisting of approximately 3.0 million people. Under the terms of the acquisition, we acquired specific assets from The Dohring Company, including the complete OpinionSurveys.com panel; certain profile information contained in its database; title to the domain names “OpinionSurveys.com” and “OpinionSurvey.com;” as well as certain intellectual property associated with the OpinionSurveys.com panel, including the registered trademark in the logo of OpinionSurveys.com. Under the terms of the acquisition, we did not assume any liabilities from The Dohring Company. This acquisition was recorded under the purchase method with $2.9 million of the total consideration allocated to the fair value of the assets acquired (including the OpinionSurveys.com panel database) and approximately $340,000 allocated to other intangibles (including domain names and a service marks).

      In December 2004, we completed a follow-on public offering of our common stock, including the sale of 4.5 million shares by us and 2.4 million shares by certain of our stockholders. Net proceeds to us from the follow-on public offering totaled approximately $76.4 million, after payment of underwriters’ commissions and other related expenses.

Our Operating Leverage

      We believe our Internet-based model provides significant operating leverage and should lead to expansion of our operating income margin if we are successful in growing our revenues. As compared to offline-based data collection models, which have high variable costs, such as telephone data collection models or mail-based data collection models, our Internet-based model is low variable cost in nature. As such, once the investment in infrastructure has been made, we realize the benefit of low incremental variable costs associated with revenue growth. By leveraging the established Greenfield Online panel and panelists added through acquisitions, allowing us to conduct an increasing number of surveys using our existing technology infrastruc-

ture and benefiting from our operations center in India, we believe that we will continue to improve our operating leverage.

      We utilize a combination of sales professionals, account executives and automated bid technology to maximize our personal interaction with current and prospective clients while minimizing selling costs. We also utilize our clients’ sales organizations as channel partners for distribution of our Internet survey solutions. By selling through marketing research channels, we experience significant sales leverage and return on invested sales dollars.

Explanation of Key Financial Statement Captions

      We report our revenues net of customer volume rebates and cash discounts. Discounts for larger customers typically range from 5% to 20% off of our standard rates and we typically limit volume rebates to a few customers. These rebates have not been material in amount historically, nor do we expect them to be material in the near future. Our net revenues are derived primarily from the following offerings:

      In 2004 and 2003, our net revenues from full-service have been slightly higher than our sample solutions. We expect our relative mix of revenues to shift in favor of sample solutions during 2005 due primarily to the acquisition of goZing in February of 2005 as a result of goZing’s high percentage of sample solutions revenues.

      We typically experience a two-month lag between the time a bid for a project is submitted and the time the project is awarded. We monitor forward delivery demand using the bid data maintained on our customer relationship management software and the “win-rate” derived from this data in order to plan operational needs, such as the need to hire or reassign delivery personnel, and panel growth needs and composition.

      Once awarded, our typical project is usually completed in less than 45 days. We track the costs incurred on each project and defer cost recognition until such time as the project is delivered to the client. Upon delivery, the costs associated with the project are expensed and revenue is recognized.

      Our direct costs associated with generating revenues primarily consist of the following items:

      As of December 31, 2004, we employed 41 individuals that support the sales and marketing of our Internet survey solutions. These sales professionals are compensated based upon project delivery and revenue recognition. Commissions are accrued when we deliver completed projects to our clients. In addition, we maintain the Greenfield Online panel with a staff of six panel management personnel. These individuals design programs geared toward panelist recruitment, retention and incentives and are also responsible for panel database design and development. Furthermore, we support our sales effort with a staff of four marketing professionals who design product pricing, promotional and distribution strategies. As of December 31, 2004, we employed 95 individuals who provide a foundation for these functions in the areas of executive, finance, human resources and information technology operations. This group is responsible for maintaining the infrastructure and support for the entire sales, delivery and panel teams. Also included in selling, general and administrative expenses are unearned stock-based compensation charges, which are amortized over the service period of options granted to selling, general and administrative personnel.

      We continually add new members to the Greenfield Online panel in order to support growing demand for our products and services as well as to compensate for members who leave the panel in the ordinary course of our business. We incur costs to acquire members for our panel, including fees paid to procure new panelists from our webmaster affiliate program and through panel acquisition agreements with large Internet portals, special interest, age and ethnicity-related websites. We also incur costs related to incentives paid to Microsoft for recruiting panelists to the panel, costs to test potential panel sources before full recruitment roll-outs begin on specific websites and other costs associated with the panel recruitment process. These costs are expensed as incurred. We may also add members to the Greenfield Online panel by acquiring existing panels, as we did with the OpinionSurveys.com acquisition. In these cases, we are able to capitalize the purchase price of the panel we acquire and amortize the purchase price to operating expense over the estimated life of the acquired asset. In connection with panel members acquired as a result of the OpinionSurveys.com acquisition, approximately $148,000 of amortization expense was included in panel acquisition expenses for the year ended December 31, 2004.

      We employ a staff of professional technology personnel who develop proprietary solutions for panel database development and integrating client and third-party software solutions into our technology infrastruc-

ture. All costs associated with research and product development efforts are expensed as incurred and recorded under research and development expenses.

      As discussed in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, costs relating to survey software development that meet the criteria for capitalization under GAAP are capitalized and amortized over the estimated period of benefit, usually two years.

      Related party interest income (expense), net is comprised of: (i) paid-in-kind interest, calculated using the level-yield method on the note we issued to Greenfield Holdings, LLC in the principal amount of approximately $14 million in May 1999 (the “Holdings Note”); (ii) amortization of debt discount on the Holdings Note; (iii) interest expense on the notes issued to us by Hugh O. Davis, one of our executive officers, and Rudy Nadilo, our former chief executive officer; and (iv) the accretion on the Series C-2 Redeemable Non-Voting Preferred Stock beginning in July 2003 (all of the outstanding shares of the Series C-2 Redeemable Non-Voting Preferred Stock were redeemed in connection with our initial public offering in July 2004).

      We recognize deferred tax assets and liabilities on differences between the book and tax basis of assets and liabilities using currently effective rates. Further, deferred tax assets are recognized for the expected realization of available net operating loss carryforwards. A valuation allowance is recorded to reduce a deferred tax asset to an amount that we expect to realize in the future. We continually review the adequacy of the valuation allowance and recognize these benefits if a reassessment indicates that it is more likely than not that these benefits will be realized. In addition, we continuously evaluate our tax contingencies and recognize a liability when we believe that it is probable that a liability exists.

Treatment of Sale of Custom Research Business

      We do not believe that the sale of the Custom Research Business qualified for discontinued operations treatment under Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), because (i) the business was not run separately from the Internet survey solutions business, (ii) a single income statement and cash flow statement was prepared on a combined basis for internal reporting purposes, (iii) we never attempted to capture and track cash flows of the Custom Research Business separately, and it would be impracticable for us to retrospectively develop meaningful information regarding these cash flows; and (iv) we had continuing involvement in the business under our alliance agreement, as both TNSI and its end customers relied on us to fulfill our obligations under contracts in process and as principal supplier of internet research to TNSI during the term of the agreement.

Critical Accounting Policies and Estimates

      Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in conformity with Generally Accepted Accounting Principals in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, we evaluate our estimates and judgments. We base our estimates on historical experience, independent instructions, known trends and events and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

      We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

      Revenue Recognition. We recognize revenues when survey data is delivered to the client in accordance with the terms of our agreements. Research products are delivered within a short period, generally ranging from a few days to eight weeks. An appropriate deferral is made for direct costs related to contracts in process, and no revenue is recognized until delivery of the data has taken place. Billings rendered in advance of services being performed, as well as customer deposits received in advance, are recorded as a current liability included in deferred revenue. We are required to estimate contract losses, if any, and provide for such losses in the period they are determined and estimable. We do not believe that there are realistic alternatives to our revenue recognition policy given the short period of service delivery and the requirement to deliver completed surveys to our customers. We do not believe there is significant risk of recognizing revenue prematurely since our contracts are standardized, the earnings process is short and no single project accounts for a significant portion of our revenue.

      Accounts Receivable Allowances. Accounts receivable allowances are comprised of an allowance for doubtful accounts and allowances for customer credits, including volume rebates to certain of our larger customers. Volume rebate allowances are accrued based upon actual volume rebates earned in connection with client contracts. The allowances for doubtful accounts are arrived at using a two-step methodology which takes into consideration specifically identified bad debts and an overall reserve for the entire receivable asset. During 2002, we sold the Custom Research Business, which historically had a high incidence of bad debt. The allowance for bad debts as reflected at December 31, 2004 and 2003 represented our best estimate of identified bad debts in our Internet survey solutions business. Over time we have experienced significantly lower levels of bad debt in our Internet survey solutions business than in the Custom Research Business. We believe that this is due to the shorter project lengths, size of individual projects billed for collection and prompt identification of problem accounts when bills are not paid in accordance with our normal commercial terms, which average net 30 days. We continue to refine our estimates for bad debts in our new Internet survey solutions business over time and have adjusted the required allowance for doubtful accounts as a result of our experience. While credit loss rates have historically been within our expectations and the provisions established, fluctuations in our future credit rate losses may negatively impact our financial results. During the year ended December 31, 2004, we increased our allowance for doubtful accounts to specifically address the risk associated with international expansion, as we do not have a long operating history outside of the United States.

      Panelist Incentives. Our panelists receive incentives for participating in our surveys, which are earned by the panelist when we receive a timely survey response. A panelist has the right to claim his or her incentive payment at any time prior to its expiration, which is generally one year. We accrue incentives as incurred, and reverse expirations to the statement of operations as the expirations occur. In April 2004, we began offering a program emphasizing prize-based incentives, whereby the respondent is entered into a drawing with a chance to win a larger cash prize.

      Panel Acquisition Expenses. Costs associated with establishing and maintaining panels of potential survey respondents are expensed as incurred. These costs include amortization of capitalized panel acquisitions costs, as well as, payments to third parties who source panelists from their databases and websites.

      Stock-Based Compensation. We have elected to follow Accounting Principle Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations in accounting for our stock-based compensation plans, rather than the alternative fair value method provided for under Financial Accounting Standard No. 123 “Accounting for Stock-Based Compensation” (“FAS 123”). In 2002 and 2003, we granted certain options to purchase our common stock at exercise prices that were subsequently determined to be less than the fair value of our common stock and, as a result, we recorded deferred stock-based compensation expense which is amortized to earnings over the service period of the employee. In the notes to our consolidated financial statements, we provide pro forma disclosures in accordance with FAS 123.

      Accounting for equity instruments granted or sold by us under APB 25, FAS 123 and EITF 96-18 requires fair value estimates of the equity instrument granted or sold. If our estimates of the fair value of these equity instruments are too high or too low, our expenses may be over-stated or under-stated. Equity instruments granted or sold in exchange for the receipt of goods or services and the value of those goods or services cannot be readily estimated, as is true in connection with most stock options and warrants granted to

employees and non-employees, and we estimated the fair value of the equity instruments based upon consideration of factors that we deemed to be relevant at the time.

      Currently, our equity incentive plans provide that the value of a unit of equity incentive is to be determined on the date of grant with reference to the closing sale price for a share of our common stock (or closing bid, if no sale was reported) as quoted on the Nasdaq National Market. Prior to the existence of a public trading market for our common stock, our board of directors considered numerous objective and subjective factors in determining the fair value of our common stock. At the time of option grants and other stock issuances, our board of directors considered the liquidation preferences, dividend rights, voting control and anti-dilution protection attributable to our then-outstanding redeemable convertible preferred stock, the status of private and public financial markets, valuations of comparable private and public companies, the likelihood of achieving a liquidity event, our existing financial resources, our anticipated capital needs, dilution to common stockholders from anticipated future financings and a general assessment of future business risks, as such conditions existed at the time of the grant. Subsequent events or conditions that differ from these factors could have a material impact on stock compensation expense in our consolidated financial statements.

      Income Taxes. Deferred taxes are determined under the asset and liability approach. Deferred tax assets and liabilities are recognized on differences between the book and tax basis of assets and liabilities using presently enacted tax rates. Further, deferred tax assets are recognized for the expected benefits of available net operating loss carryforwards, capital loss carryforwards and foreign tax credit carryforwards. A valuation allowance is recorded to reduce a deferred tax asset to an amount, which we expect to realize in the future. We continually review the adequacy of the valuation allowance and recognize these benefits only as reassessment indicates that it is more likely than not that these benefits will be realized. The reassessment requires us to review the positive and negative evidence available regarding the recoverability of the deferred tax assets. We have had net losses within the last three years. While we are currently profitable, we have concluded that there is uncertainty regarding the recoverability of our deferred tax assets. In addition, we continuously evaluate our tax contingencies and recognize a liability when we believe that it is probable that a liability exists and can be reasonably estimated.

      Earnings Per Share. We report net income (loss) per share in accordance with Statement of Financial Accounting Standards No. 128 “Earnings per Share” (“SFAS 128”). Earnings per share (“EPS”), is sensitive to fair value estimation techniques, as this effects accretion estimates that are charged against income available to common stockholders. For our participating preferred securities, it is our policy to determine both basic and diluted EPS using the “two class” method as defined under SFAS 128. We determined this to be the appropriate method as it was more dilutive than the “if — converted” method.

Results of Operations

      The following table sets forth our results of operations based on the amounts and percentage relationship of the items listed to net revenues for the periods presented.

      Net Revenues. Net revenues for the year ended December 31, 2004 were $44.4 million, compared to $25.9 million for the year ended December 31, 2003, an increase of $18.5 million, or 71.7%. Net revenues increased due to an increase in the number of survey projects completed. This increase was seen primarily in the full-service and sample-only solutions and, to a lesser extent, in tracking studies. In addition, increased demand for our services was driven by market factors, including the need for customers to improve their profitability by using less costly Internet-based marketing research data and the impact of the Do Not Call registry on marketing research firms, which had previously relied heavily on telephone-based data collection methods. We believe that the revenue growth from Internet-survey solutions will continue to be strong in 2005, but the growth rate may decline slightly as compared with the year over year revenue growth experienced in 2004 as compared to 2003.

      Gross Profit. Gross profit for the year ended December 31, 2004 was $33.3 million, compared to $17.0 million for the year ended December 31, 2003, an increase of $16.3 million, or 96.3%. Gross profit for the year ended December 31, 2004 was 75.1% of net revenues, compared to 65.7% for the year ended December 31, 2003. Gross profit increased primarily due to the additional revenues described above and to the more productive use of panelist incentives as a result of a shift from cash incentive payments to a prize-based program, which positively impacted our gross margin by approximately 5.6 percentage points for the year ended December 31, 2004. Additionally, gross margin increased due primarily to a decline in costs related to direct project personnel as a result of our India expansion, whereby we moved a significant portion of survey production and data processing to our India facility during 2003. The shift to our India facility positively impacted our gross margin by approximately 4.3 percentage points for the year ended December 31, 2004. Our gross margin was reduced by 0.5 percentage points for the year ended December 31, 2004 primarily due to the

increased use of outside sample. We utilize outside sample to supplement our panel when completing certain surveys, which we could not complete solely through the use of our panel.

      Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2004 were $21.5 million, compared to $12.1 million for the prior year, an increase of $9.4 million or 76.9%. Selling expenses, primarily personnel costs and related commissions, increased by approximately $2.4 million as a result of hiring new sales and sales-support personnel in order to better promote our products and services. Personnel costs associated with general and administrative expenses increased approximately $2.9 million for the year ended December 31, 2004 as a result of hiring senior executives in panel and marketing management, staffing required in finance and administration to operate as a public company and the addition of personnel in panel and administration in our operations in India. Advertising and promotion increased approximately $594,000 for the year ended December 31, 2004 as we increased our spending in direct mail, print and web advertising and redesigned our website, logo and collateral marketing materials. General and administrative expenses, excluding personnel costs, increased approximately $3.5 million for the year ended December 31, 2004 primarily as a result of public company expenses, recruitment fees for personnel additions, office expansion in India, Europe and Canada, insurance costs and other professional fees incurred to support our revenue growth and international expansion. Selling, general and administrative expenses as a percentage of net revenues increased to 48.3% for the year ended December 31, 2004 from 46.9% of the net revenue for the year ended December 31, 2003. We expect selling, general and administrative expenses to remain relatively consistent as a percentage of revenues in the near term and expect it to decline as a percentage of revenues toward the latter half of 2005, as we realize the benefit of low incremental variable costs associated with future revenue growth.

      Panel Acquisition Expenses. Panel acquisition expenses were $2.4 million for the year ended December 31, 2004, compared to $1.4 million for the year ended December 31, 2003, an increase of $1.0 million, or 72.3%. Panel acquisition expenses increased as a result of our continuing efforts to expand and diversify our panel, primarily in Europe and Canada, where we incurred approximately $1.0 million of additional panel acquisition costs for the year ended December 31, 2004. Additionally, the acquisition of the OpinionSurveys.com business in October 2004 added an additional $148,000 of amortization expense during the year. Our panel recruiting through MSN has declined significantly during the year ended December 31, 2004 compared to the year ended December 31, 2003, primarily as a result of our continuing efforts to expand the number of our panelist recruiting sources and to find lower cost alternatives to recruiting through MSN. Panel acquisition expenses were 5.5% of net revenues for each of the years ended December 31, 2004, and 2003. Excluding the effects of amortization costs of acquired panel members, we expect our panel acquisition costs to continue to decline as a percentage of revenues as a result of our recent acquisitions.

      Depreciation and Amortization Expenses. Depreciation and amortization expenses for the year ended December 31, 2004 were $1.3 million, compared to $1.1 million for the year ended December 31, 2003, an increase of $179,000, or 16.1%. This increase in depreciation and amortization expense occurred as a result of the 2004 capital expenditure plan associated with retooling our infrastructure, as well as the build out of our India facility. We expect that our depreciation and amortization expenses will continue to increase as a result of our recent acquisitions in 2005 as well as ongoing capital expenditures associated with supporting our revenue growth.

      Interest Income (Expense), Net. Interest income for the year ended December 31, 2004 was $123,000, compared to interest expense of $440,000 for the year ended December 31, 2003, an increase of $563,000. This increase in net interest income was due primarily to the interest earned on invested proceeds from our initial public offering in July 2004 and our follow-on public offering in December 2004. Additionally, we had lower debt levels outstanding during 2004 as compared to 2003.

      Related Party Interest Expense, Net. Related party interest expense for the year ended December 31, 2004 was $1.1 million compared to $55,000 for the year ended December 31, 2003. The increase in the related party interest expense was due to the acceleration of unamortized debt discount associated with our Series C-2 Redeemable Non-Voting Preferred Stock, par value $0.0001 (“Series C-2 Preferred Stock”), which was redeemed on July 25, 2004 using proceeds from our initial public offering.

      Other Income (Expense), Net. Other expense for the year ended December 31, 2004 was $52,000, compared to other income of $596,000 for the year ended December 31, 2003. Other expense for the year ended December 31, 2004 related primarily to the effects of currency translation associated with our operations in India, Europe and Canada. Other income for the year ended December 31, 2003 related primarily to the contingent gain on the sale of our Custom Research Business, which was completed in January 2002. The contingent gain could not be recognized until January 2003, when certain conditions were met and the cash was collected. For a further discussion of the sale of our Custom Research Business, see Note 3 to our consolidated financial statements.

      Provision (Benefit) for Income Taxes. We recorded an income tax provision for the year ended December 31, 2004 of $411,000, compared to $150,000 for the year ended December 31, 2003. Our effective tax rate was 6.7% for the year ended December 31, 2004, compared to 8.3% for the year ended December 31, 2003. The tax provision was primarily related to federal and state taxes that could not be offset by net operating loss carry-forwards. We establish valuation allowances in accordance with the provisions of Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“FAS 109”). At December 31, 2004 and 2003, the valuation allowance fully offset the gross deferred tax asset. Due to our accumulated deficit position as of December 31, 2004 and because of our recent years’ cumulative loss position, we do not believe there is sufficient evidence to release any of our valuation allowance as of December 31, 2004, however, we will continue to reassess our need for a valuation allowance during 2005. As a result of this reassessment, we may reduce our valuation allowance when we believe we are more likely than not to realize such deferred tax assets.

      Net Income (Loss). Our net income for the year ended December 31, 2004 was $5.7 million, compared to $1.6 million for the year ended December 31, 2003. The increase in net income was primarily the result of increased revenues partially offset by increased selling, general and administrative expenses and panel acquisition expenses, and acceleration of the unamortized debt discount on our Series C-2 Preferred Stock as more fully described above. We believe that the trend towards increasing net income will continue in 2005. Net income per common share includes the effects of using the two-class method, which allocates earnings among common stock and participating preferred securities. Net loss available to common stockholders for the year ended December 31, 2004 includes a $28.1 million charge to common stockholders related to our Series B Convertible Participating Preferred Stock (the “Series B Preferred Stock”) liquidation preference, which arose as a result of our initial public offering. Net loss available to common stockholders for the year ended December 31, 2004 was $2.70 for basic and diluted, as compared to net income per share of $0.07 and $0.06, respectively, for basic and diluted for the year ended December 31, 2003. Excluding the $28.1 million charge for our Series B Preferred Stock liquidation preference, net income available to common stockholders would have been $3.8 million for the year ended December 31, 2004 and net income per common share would have been $0.42 and $0.39, respectively for basic and diluted.

      The following table sets forth our results of operations based on the amounts and percentage relationship of the items listed to net revenues for the periods presented.

      Net Revenues. Net revenues from Internet survey solutions for the year ended December 31, 2003 were $25.9 million, compared to $14.4 million for the year ended December 31, 2002, an increase of $11.5 million, or 79.4%. Net revenues increased primarily due to an increase in the number of survey projects completed as well as an increase in the number of clients we serviced in 2003 over 2002. New revenue sources introduced early in 2003 contributed significantly to the increase in revenues from 2002 to 2003, including revenues from sample-only solutions of approximately $7.7 million and revenues from the healthcare segment of the Greenfield Online panel of approximately $3.4 million. Furthermore, demand for our services was driven by market factors, including the need for customers to improve profitability by using Internet-based marketing research data and the impact of the Do Not Call registry on marketing research firms whose franchises were previously predominantly telephone-based research solutions. Net revenues from custom research for the year ended December 31, 2003 decreased to zero from $470,000 in the year ended December 31, 2002. The decrease in custom research revenues was due to the sale of our Custom Research Business in January 2002 and our shift in strategy to providing Internet survey solutions.

      Gross Profit. Gross profit for the year ended December 31, 2003 was $17.0 million, compared to $9.5 million for the year ended December 31, 2002, an increase of $7.5 million, or 79.2%. Gross profit increased primarily due to the additional revenues described above. Gross profit as a percentage of net revenues increased due primarily to a decline in costs related to the amortization of capitalized survey software cost. As we migrated from development of our own survey software technology to using third-party technology, the associated costs for internal use software declined significantly. As a result of lower spending,

the amounts capitalized and the related amortization have declined. Gross profit for the year ended December 31, 2003 was 65.7% of net revenues, compared to 63.7% for the year ended December 31, 2002.

      Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2003 were $12.1 million, compared to $10.1 million for the prior year, an increase of $2.0 million or 19.8%. Selling expenses, primarily personnel costs and related commissions, increased by approximately $1.6 million as a result of additional resources aimed at promoting our services. General and administrative expenses increased primarily as a result of increased compensation expense of approximately $600,000 associated with executive compensation, as well as costs associated with our India and U.K. expansion, which began in 2003. In addition, amortization of unearned stock-based compensation in 2003 contributed to this increase. As a percentage of net revenues, selling, general and administrative costs decreased 21.1% primarily due to the overall increase in revenues generated by the additional sales efforts. Selling, general and administrative expenses were 46.9% of net revenues for the year ended December 31, 2003, compared to 68.0% for the year ended December 31, 2002.

      Panel Acquisition Expenses. Panel acquisition expenses were $1.4 million for the year ended December 31, 2003, compared to $713,000 for the year ended December 31, 2002, an increase of $708,000, or 99.3%. Panel acquisition expenses increased primarily as a result of our continuing efforts to expand and diversify our panel, including approximately $210,000 of investment in our European panels. Panel acquisition expenses were 5.5% of net revenues for the year ended December 31, 2003, compared to 4.8% for the year ended December 31, 2002.

      Depreciation and Amortization Expenses. Depreciation and amortization expenses for the year ended December 31, 2003 were $1.1 million, compared to $1.8 million for the year ended December 31, 2002, a decrease of $689,000, or 38.2%. The decrease was primarily due to a decrease in amortization expense of intangible assets and a decrease in depreciation expense of property and equipment. This decline in depreciation and amortization expense occurred as a portion of these assets became fully depreciated early in 2003.

      Interest Expense, Net. Interest expense for the year ended December 31, 2003 was $440,000, compared to $621,000 for the year ended December 31, 2002, a decrease of $181,000, or 29.1%. The decrease was due primarily to lower debt levels outstanding during the 2003 period, resulting from repayment of the outstanding debt balance under our revolving credit facility in October 2003 with cash generated from operations.

      Related Party Interest Income (Expense), Net. Related party interest expense for the year ended December 31, 2003 was $55,000, compared to related party interest income of $69,000 for the year ended December 31, 2002. This change was due to our recapitalization in 2002, which involved, among other things, the exchange of our related party convertible notes for preferred stock in 2002. In addition, the increase in related party interest expense was due to accretion of debt discount on certain shares of preferred stock issued in connection with our the recapitalization in December 2002.

      Other Income, Net. Other income for the year ended December 31, 2003 was $596,000, compared to $1.5 million for the year ended December 31, 2002. Other income for the year ended December 31, 2003 related primarily to the contingent gain on the sale of our Custom Research Business, which was completed in January 2002. The contingent gain could not be recognized until January 2003, when certain conditions were met and the cash was collected. Other income for the year ended December 31, 2002 related primarily to the gain on the disposal of the Custom Research Business. For a further discussion of the sale of our Custom Research Business, see Note 3 to our consolidated financial statements.

      Provision (Benefit) for Income Taxes. We recorded an income tax provision for the year ended December 31, 2003 of $150,000, compared to a benefit of $569,000 for the year ended December 31, 2002. The 2003 tax provision was primarily related to federal and state taxes that could not be offset by net operating loss carryforwards. In 2002, the tax benefit reflected a state research and development credit for which we received refunds.

      Net Income (Loss). Our net income for the year ended December 31, 2003 was $1.6 million, compared to a net loss of $2.4 million for the year ended December 31, 2002. The increase in net income is primarily the

result of the increase in revenues partially offset by increased selling, general and administrative expenses and panel acquisition expenses, as more fully described above. Net income per common share for the year ended December 31, 2003 was $0.07 basic and $0.06 diluted, as compared to a net loss of $(6.42) basic and diluted for the year ended December 31, 2002.

Liquidity and Capital Resources

      Since our inception, we have financed our operations primarily through sales of equity and debt securities, from borrowings under our credit facilities, from the proceeds from the sale of our Custom Research Business and, more recently, through cash flows from operations. We have received a total of $43.0 million from private offerings of our equity and debt securities. In July 2004, we completed the initial public offering of shares of our common stock at a public offering price of $13.00 per share, and raised approximately $34.8 million in net proceeds after payment of underwriters’ commissions of $3.6 million, a mandatory conversion and dividend payment of approximately $9.4 million to the holders of our Series B Preferred Stock, a mandatory redemption of all outstanding shares of our Series C-2 Preferred Stock for approximately $2.1 million and costs associated with our initial public offering amounting to approximately $2.1 million. In December 2004, we completed a follow-on public offering of shares of our common stock at a public offering price of $18.16 per share, and raised approximately $76.4 million in net proceeds after payment of underwriters’ commissions of $4.5 million and costs associated with our follow-on public offering amounting to approximately $0.8 million. At December 31, 2004, we had approximately $96.1 million in cash and cash equivalents on hand, compared to approximately $3.7 million as of December 31, 2003, an increase of $92.4 million. This increase is primarily due to the proceeds from our initial public offering in July 2004 and our follow-on public offering in December 2004.

      Cash provided by operations for the year ended December 31, 2004 was $5.3 million, compared to $4.1 million for the year ended December 31, 2003. The increase in cash flow from operations in 2004 was primarily attributable to our increased profitability, being partially offset by an increase in net working capital requirements of approximately $4.8 million, the majority of which was associated with an increase in accounts receivable of $6.4 million. The increase in accounts receivable was primarily due to the increase in revenues in 2004 as compared to 2003 as well as an increase in days sales outstanding which was due to our largest client in 2003, TNSI, moving from terms which required prepayment for services in 2003 to standard commercial terms in 2004. Cash provided by operations for the year ended December 31, 2003 was $4.1 million, compared to $697,000 for the year ended December 31, 2002. The increase in cash flow from operations in 2003 was primarily attributed to our profitability and to improved working capital management.

      Cash used by investing activities was $23.0 million for the year ended December 31, 2004, compared to cash provided by investing activities of $295,000 for the year ended December 31, 2003. This increase in cash used by investing activities of $23.3 million was due primarily to the net purchases of marketable securities of $17.4 million, our acquisition of OpinionSurveys.com, which accounted for approximately $3.2 million and to our capital expenditure program initiated in 2004, which accounted for approximately $2.1 million over our 2003 capital expenditures. Cash provided by investing activities was $295,000 for the year ended December 31, 2003, compared to $539,000 for the year ended December 31, 2002. These amounts primarily represented net cash received from the sale of our Custom Research Business of $600,000 in 2003 and $1.4 million in 2002, offset by $305,000 and $558,000 of cash capital expenditures made in the ordinary course of business in 2003 and 2002, respectively.

      Cash provided by financing activities was $110.0 million for the year ended December 31, 2004, compared to cash used by financing activities of $2.5 million for the year ended December 31, 2003. The difference was primarily the result of the net proceeds from our initial public offering and our follow-on public offering, which were completed in July 2004 and December 2004, respectively. Cash used in financing activities was $2.5 million for the year ended December 31, 2003 as compared to $428,000 for the year ended December 31, 2002. The difference was primarily the result of higher repayments of our short-term debt in 2003.

      Our working capital at December 31, 2004 was $115.0 million, compared to $1.0 million at December 31, 2003, an increase of $114.0 million. The increase in working capital was primarily due to the net proceeds from our initial public offering in July 2004 and our follow-on public offering in December 2004. Excluding the effect of the increase in cash and marketable securities, working capital increases resulted from increased accounts receivable and prepaid expenses and other current assets. The increase in accounts receivable resulted from our additional revenues and the increase in our days sales outstanding as described above. Although our receivables and corresponding days sales outstanding increased, a significant portion of this increase occurred from business generated in December 2004, which resulted in large accounts receivable balances remaining current as of December 31, 2004. We believe that based on our history of insignificant bad debts and its improved accounts receivable aging, the allowances as recorded are adequate to cover our estimated potential future bad debts. The increase in prepaid expenses and other current assets was due primarily to increased insurance coverage that we obtained to manage the additional risk of operating as a public company, accrued interest receivable from our investments, which resulted from the excess proceeds from our common stock offerings, security deposits on current lease obligations and to increased deferred project costs. These increases in working capital were partially offset by an increase in accounts payable, which resulted from additional expenses incurred attributable to our increased personnel and costs related thereto; and to expanded international operations, including overhead costs. Our working capital at December 31, 2003 was $1.0 million, compared to a deficit of $1.9 million at December 31, 2002, an increase of $2.9 million. The increase in working capital was primarily due to our improved profitability resulting in increases in cash and accounts receivable and decreases in outstanding debt, partially offset by increases in accounts payable and accrued expenses as a result of growth in the number of our employees and in the size of our panelist base.

      We currently anticipate that our follow-on public offering has triggered an ownership change pursuant to Internal Revenue Code Section 382. As a result, there will be an annual limitation of the amount of net operating loss carry forwards (“NOL(s)”) that we can utilize to offset future taxable income. We currently estimate that our use of NOLs to offset future taxable income will be limited to between $11 million and $14 million annually.

      We have maintained a banking relationship with Silicon Valley Bank (“SVB”) since September 2001. In August 2003, we amended our credit facility with SVB to extend the maturity date until August 2005 and reduce the applicable interest rate. This credit facility allows for borrowings of up to $1.9 million, based upon an 80% advance rate on eligible accounts receivable (the “Borrowing Base”), and bears interest at a rate equal to the prime rate plus 1%, plus a collateral handling fee of 0.375% of the monthly average daily financed receivable balance. The credit facility is collateralized by a pledge of our general assets and contains a covenant that requires us to achieve EBITDA (as defined in the credit facility) of $1.00 or more during each quarter that the facility is outstanding. In October 2003, we repaid the entire outstanding balance under the facility, and at December 31, 2003 the entire amount was available for borrowing, subject to the sufficiency of the Borrowing Base. On December 31, 2004, the Borrowing Base was sufficient to allow us to borrow the entire amount available under the credit facility, although we had no outstanding borrowings under the credit facility. Interest on the facility is payable monthly, and the entire balance of the facility, including principal, interest and unpaid charges, if any, is payable on August 22, 2005. In April 2004, we amended the credit facility to allow us to incur purchase money obligations, including capital leases, of up to $2,550,000 in the aggregate. In July 2004, we amended the credit facility again to allow us to maintain our primary deposit account outside of SVB through October 15, 2004. Upon the completion of our initial public offering, we deposited the net proceeds in a cash management account maintained outside of SVB. On October 15, 2004, we further amended the credit facility to convert our previously monthly-based performance covenants to quarterly-based covenants, and to allow us to maintain our primary depository account outside of SVB until December 31, 2004, when we deposited $25 million of our excess funds with SVB. In December 2004, we further amended the SVB credit facility to allow us to incur purchase money obligations, including capital leases of up to $4,000,000 in the aggregate.

      We also maintain an ongoing relationship with Somerset Capital Group Ltd. (“Somerset Capital”), a leasing company, to finance the acquisition of equipment, software and office furniture pursuant to leases, which we have recorded as capital leases. While we do not have a firm commitment from Somerset Capital to

provide additional financing, Somerset Capital has indicated that it intends to finance our budgeted capital expenditures for 2005 within the United States if we request it to do so. In the event that Somerset Capital declined to continue to finance our capital expenditure requirements, we believe that alternative sources of such funding would be available to us to satisfy such needs.

      At December 31, 2004 and 2003, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

      We have an agreement with Microsoft under which we pay fees for panelists recruited via the MSN website, plus fees associated with surveys taken by these panelists. Our agreement with Microsoft, as amended, required us to make guaranteed quarterly payments, which would be credited against recruiting and survey fees. Our obligation to make these guaranteed payments has lapsed but we continue to be obligated to make current payments to Microsoft for panelists they recruit and for surveys taken by MSN recruited panelists. In 2004, there has been a continued decline in panel recruitment through MSN and a decline in our use of MSN recruited panelists, resulting in lower payments to Microsoft in 2004 as compared to 2003, and we anticipate this decline to continue. On November 9, 2004, Microsoft exercised its right to terminate this agreement effective February 8, 2005. We no longer recruit panelists through MSN, but continue to pay survey fees for completed surveys. We anticipate that any increased liquidity associated with our decreasing reliance on MSN and MSN panelists will be offset by additional expenditures that we make to gain access to other panel recruiting sources.

      In the year ended December 31, 2004, we incurred capital expenditures of $796,000 and $1.6 million related to India and North America, respectively. For fiscal 2005, we expect capital expenditures to total approximately $2.8 million, primarily for adding computer and networking capacity in North America. In the United States, capital expenditures were applied primarily to upgrade computer servers and networking equipment to manage increased Internet-based survey production and data collection, to upgrade personal computers for employees and to purchase new Internet telephony equipment to facilitate international communications. These capital expenditures were and will continue to be funded by a combination of capital leases from Somerset Capital and cash flow from operations. In India, our 2004 capital expenditures consisted primarily of leasehold improvements, office furniture, computer equipment, Internet telephony equipment and other costs associated with building our Indian facility. These expenditures were funded from our cash flow from operations and other available financing sources, including our credit facility. In addition, costs we have incurred and may incur in the development, enhancement and integration of software programs, technologies and methodologies, in order to keep pace with technological changes and enhance our Internet survey solutions, have and will also be funded from our cash flow from operations and other available financing sources, including our credit facility.

      There were no material changes outside the ordinary course of business in our contractual obligations during the year ended December 31, 2004, except for the Series C-2 Preferred Stock redemption payment and the Series B Preferred Stock conversion and dividend payment made in connection with our initial public offering. The following table summarizes our contractual obligations at December 31, 2004 and the effect such obligations are expected to have on our liquidity and cash flow in future periods:

      Based on our current level of operations and anticipated growth, we believe that our cash generated from operations, amounts available under our credit facility and future capital leasing arrangements with Somerset Capital, together with the net proceeds that we received from our initial public offering and our follow-on public offering, will be adequate to finance our working capital and other capital expenditure requirements through the foreseeable future, although no assurance can be given in this regard. We may have the ability to realize our deferred tax assets in the future, which would result in significant tax benefits and cash savings, although no assurance can be given in this regard. Poor financial results, unanticipated expenses, acquisitions of technologies, businesses or assets or strategic investments could give rise to additional financing requirements sooner than we expect. There can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and not dilutive to our then-current stockholders.

Impact of Inflation

      Our results are affected by the impact of inflation primarily on production, operating costs and interest rates. The effects of inflation in changing prices on our net revenues and operations have not been material in the last three fiscal years. However, there has been deflationary pressure on selling prices, which requires us to monitor our operating costs and efficiencies. Due to the competitive nature of the marketing research industry, there can be no assurance that this negative pressure will not continue. Historically, we have used selling price adjustments, cost containment programs and improved operating efficiencies to offset the otherwise negative impact of inflation on our operations.

Recently Issued Accounting Pronouncements

      See Note 2 to the consolidated financial statements for a full description of recent accounting pronouncements including the respective dates of adoption and effects on the consolidated financial statements.

Risk Factors

      You should carefully consider the risks described below and elsewhere in this report, which could materially and adversely affect our business, results of operations or financial condition. If any of the following risks actually occurs, the market price of our common stock would likely decline.

      The commercial viability of our marketing research data and our overall business is dependent on our ability to attract and maintain active panelists and ensure optimal panel composition to accommodate a broad variety of marketing research requests. There is currently no historical benchmark by which to predict the optimal size of research panels to ensure high response rates and maximum revenue generation per panelist. If we are unable to accurately determine or build optimal-sized panels, our current panelists may become overused and unresponsive to our requests to participate in surveys. If we fail to regenerate our panel with new and active panelists on a regular basis, the size and demographic diversity of the Greenfield Online panel may decrease and our clients may reduce or stop using our products and services, which may lead to a decline in our revenues.

      If the number of panelists participating in the Greenfield Online panel decreases, the cost of acquiring new panelists becomes excessive or the demographic composition of our panel narrows, our ability to provide our clients with accurate and statistically relevant information could suffer. This risk is likely to increase as our clients’ needs expand, and as more demographically diverse surveys are requested by our clients.

      Our panelists participate in our surveys on a voluntary basis only, and there can be no assurance that they will continue to do so. Our ability to maintain adequate response rates may be harmed if:

      If we fail to maintain adequate response rates, we may be unable to meet current or future demand for our products and services and our revenues may decline.

      In the past, the responsiveness of our panelists has been variable and a function of the length of the surveys to be completed and the incentives offered to our panelists in exchange for their participation. The incentives we offer panelists to participate in surveys generally consist of the opportunity to enter into sweepstakes and win prizes or direct cash incentives. If we are required to increase incentives or undertake more costly campaigns to retain our current panelists, our operating expenses may increase and our operating income may decline.

      Our ten largest clients accounted for approximately 37%, of our total net revenues for the year ended December 31, 2004. Additionally, two of our five largest clients in fiscal 2004 were owned by the same parent. Together they accounted for approximately 13% of our net revenues for the year ended December 31, 2004. If we lose business from any of our top ten clients, our net revenues might decline substantially.

      The market for our products and services is highly competitive. We compete for clients with other Internet-based marketing research data collection firms, such as SPSS Service Bureau and Harris Interactive Service Bureau; firms offering respondent-only services, such as Survey Sampling, Inc., Ciao AG and e-Rewards, Inc.; and large marketing research companies, such as The Kantar Group and Harris Interactive, Inc. We expect to face intense competition in the future from other marketing research data collection firms that develop Internet-based products and services.

      We also expect to face competition from other companies with access to large databases of individuals with whom they can communicate through the Internet, such as email service providers and Internet-based direct marketers, as well as companies that develop and maintain a large volume of Internet traffic on their websites, such as large Internet portals, networks and search engines. These companies may, either alone or in alliance with other firms, enter the Internet-based marketing research data collection market.

      Many of our current and potential competitors have longer operating histories, greater brand recognition and significantly greater financial and other resources than we do. These competitors may be able to undertake more extensive sales and marketing campaigns offering their services, adopt more aggressive pricing policies, and make more attractive offers to potential employees, strategic partners, panelists and customers than we can. In addition, these competitors and potential competitors may develop technologies that are superior to ours, or that achieve greater market acceptance than our own. If we do not successfully compete with these companies, we might experience a loss of market share and reduced revenues and profitability.

      Consolidations within the marketing research industry in general and among our clients in particular, such as the acquisition of NFO Worldgroup, Inc. by Taylor Nelson Sofres, Plc, and the acquisition of ARBOR, Inc., by GfK-AG, could cause us to lose business from clients that acquire companies with Internet-based panels of their own. Similarly, our smaller clients could be acquired by larger marketing research companies that have their own Internet-based panel such as the recent acquisition of Wirthlin Worldwide by Harris Interactive, Inc., and their need for our products and services could be reduced or eliminated as a result. In either case, our net revenues would be reduced.

      Some of our large clients have the financial resources and sufficient need for Internet survey solutions that they may decide to build their own Internet-based panels. Should some or all of these clients decide to build their own Internet-based panels and succeed in doing so, their need for our products and services could be reduced or eliminated. Additionally, should our smaller clients consolidate and achieve sufficient scale, it may become economically feasible for them to build their own Internet-based panels. If they do so, their need for our products and services could be reduced or eliminated. In either case, our revenues would decline.

      The marketplace must continue to accept the Internet as a medium for collecting marketing research survey data and convert to Internet data collection methodologies in order for our business to grow at the rate that we anticipate. In addition, the success of our business depends on our ability to develop and market Internet survey solutions that achieve broad market acceptance and facilitate the transition from traditional data collection methods. If the marketplace slows its migration to Internet-based data collection products and services, we may have difficulty obtaining new clients and our revenues could decline.

      The marketing research data collection industry, particularly the Internet-based marketing research data collection industry, is characterized by intense competition, rapid new product and service developments and evolving methodologies. To succeed, we will need to effectively develop and integrate various software programs, technologies and methodologies required to enhance and improve our Internet survey solutions. Any enhancements of new products or services must meet the needs of our current and potential clients and achieve significant market acceptance. Our success will also depend on our ability to adapt to changing technologies by continually improving the performance features and reliability of our products and services. We may experience difficulties that could delay or prevent the successful development, introduction or marketing of new products and services. We could also incur substantial costs if we need to modify our products and services or infrastructure to adapt to these changes.

      We are rapidly expanding our international operations, but have limited experience expanding sales and operations facilities in foreign countries. If we fail to successfully expand our sales and marketing efforts in Europe we will be unable to address a sizeable portion of the worldwide market for Internet-based survey data collection and may not be able to grow our business at the rate we anticipate. We are integrating new personnel to support our growth, which makes it difficult to maintain our standards, controls and procedures. Members of our senior management team will be required to devote considerable amounts of their time and attention to this expansion, which may reduce the time and attention they will have available to manage our operations and pursue strategic opportunities.

      Our employee base has grown from 54 in February 2002 to 281 as of December 31, 2004, including employees of our subsidiaries in India, the United Kingdom and Canada. If our business continues to grow, we could be required to hire a significant number of additional employees in the United States and abroad. The recruiting, hiring, training and integration of a large number of employees throughout the world will place a significant strain on our management and operational resources. If we are unable to successfully develop, implement, maintain and enhance our financial and accounting systems and controls, integrate new personnel and manage expanded operations, we may not be able to effectively manage our growth.

      We are concentrating a significant portion of our operational capacity in our facility located in India and may open additional facilities elsewhere in the world. If we fail to successfully build or maintain our operations in India or elsewhere, we may suffer interruptions in the delivery of our products and services to our clients. In addition, if we fail in this regard, we may be required to relocate these international operations to the United States or elsewhere and thereby incur higher labor costs and additional transitional costs.

      Expanding our business and the Greenfield Online panel to operate on a global level could pose the following risks to us:

      Additionally, in the process of expanding our global operations, we may encounter more restrictive regulations and laws in Europe or elsewhere, especially laws related to privacy rights, that could inhibit our ability to expand the Greenfield Online panel. In particular, we self-certify to the U.S. Department of Commerce Safe Harbor framework, which is designed to meet the data privacy rules under the European Commission’s Directive on Data Protection and prohibits the transfer of personal data to non-European Union nations that do not meet the European “adequacy” standard for privacy protection. We have little or no control over the risks listed above and may experience some or all of these risks.

      We have a substantial team of professionals in India who provide us with data processing and other services. The development of our operations center in India has been facilitated partly by the liberalization policies pursued by the Indian government over the past decade. A significant change in India’s economic liberalization and deregulation policies could increase our labor costs or create new regulatory expenses for us. Also, numerous states have introduced legislation aimed at restricting overseas outsourcing and encouraging U.S. businesses to keep their operations within the United States. The U.S. Senate has recently approved an amendment that would prohibit companies from using money from federal contracts to outsource jobs overseas, and would prohibit state contract work from being performed overseas with money received from federal grants. If these or similar laws or regulations are enacted, our ability to continue overseas operations could be harmed and our competitive position would be damaged.

      As part of our strategy to expand the Greenfield Online panel, our technology infrastructure and products and services, we may consider acquiring or making investments in complementary businesses, services, products or technologies as appropriate opportunities arise, such as our acquisition of OpinionSurveys.com and our current integration of our recent acquisitions of Rapidata.net and Zing Wireless, Inc. The risks we may face should we acquire or invest in complementary businesses include:

      Acquisitions or investments may require us to expend significant amounts of cash. This would result in our inability to use these funds for other business purposes. Additionally, if we fund acquisitions through further issuances of our common stock, our stockholders will be diluted, which may cause the market price of our common stock to decline. The potential impairment or complete write-off of goodwill and other intangible assets related to any such acquisition may reduce our overall earnings, which in turn could negatively affect the price of our common stock.

      Our success depends to a significant extent on the continued services of our core senior management team of Dean A. Wiltse, our CEO; Robert E. Bies, our Executive Vice President and CFO; and Jonathan A. Flatow, our Vice President and General Counsel. If one or more of these individuals were unable or unwilling to continue in his present position, our business would be disrupted and we might not be able to find replacements on a timely basis or with the same level of skill and experience. Finding and hiring any such replacements could be costly and might require us to grant significant equity awards or other incentive compensation, which could adversely impact our financial results. We do not maintain key-person life insurance for any of our management personnel or other key employees.

      Our business model is based and our success depends upon our ability to attract, retain and motivate highly-skilled project management professionals and other technical, managerial, marketing, sales and client support personnel throughout the world. Because competition to attract trained technical and project management personnel is intense in the marketing research data collection industry, we may experience difficulty attracting, integrating or retaining the number of qualified personnel needed to successfully implement our business strategy. If we are delayed in recruiting key employees, we may be forced to incur significant additional recruitment, compensation and relocation expenses. If we are unable to hire and retain such personnel in the future, we may not be able to operate our business as we do today or meet the needs of our clients.

      Because we operate our business through websites and rely heavily on computer hardware and software, proprietary rights, particularly trade secrets and copyrights, are critical to our success and competitive position. The actions we take to protect our proprietary rights may be inadequate. In addition, effective copyright, trademark and trade secret protection may be unenforceable or limited in certain countries and, due to the global nature of the Internet, we may be unable to control the dissemination of our content and products and the use of our products and services. In addition, third-parties may claim that we have violated their intellectual property rights. For example, companies have recently brought claims against other Internet companies regarding alleged infringement of patent rights relating to methods of doing business over the Internet. To the extent that we violate a patent or other intellectual property right of another party, we may be prevented from operating our business as planned or may be required to pay damages, obtain a license, if available, for the use of the patent or other right to use a non-infringing method to accomplish our objectives.

      Our ability to execute our business strategy will suffer if a successful claim of infringement is brought against us and we are unable to introduce new trademarks, develop non-infringing technology or license the infringed or similar technology on a timely basis. Moreover, our general liability insurance may not be adequate to cover all or any of the costs incurred defending patent or trademark infringement claims, or to indemnify us for liability that may be imposed.

      In the past, our operating results have fluctuated significantly from quarter to quarter and we expect them to continue to do so in the future due to a variety of factors, many of which are outside of our control. Our operating results may in some future quarter fall below the expectations of securities analysts and investors. In this event, the trading price of our common stock could decline significantly. In addition to the risks disclosed

elsewhere in this report, factors outside of our control that have caused our quarterly operating results to fluctuate in the past and that may affect us in the future, include:

      In addition, factors within our control, such as our capacity to deliver projects to our clients in a timely fashion, have caused our operating results to fluctuate in the past and may affect us similarly in the future.

      The factors listed above may affect both our quarter-to-quarter operating results as well as our long-term success. Given the fluctuations in our operating results, you should not rely on quarter-to-quarter comparisons of our results of operations as an indication of our future performance or to determine any trend in our performance. Fluctuations in our quarterly operating results could cause the market price of and demand for our common stock to fluctuate substantially, which may limit your ability to sell our common stock on the public market.

      We may need to raise additional capital in the future to fund the expansion of the Greenfield Online panel and the marketing of our products and services, or to acquire or invest in complementary businesses, technologies or services. If additional financing is not available, or available only on terms that are not acceptable to us, we may be unable to fund the development and expansion of our business, attract qualified personnel, promote our brand name, take advantage of business opportunities or respond to competitive pressures. Any of these events may harm our business. Also, if we raise funds by issuing additional shares of our common stock or debt securities convertible into common stock, our stockholders will experience dilution, which may be significant, to their ownership interest in us. If we raise funds by issuing shares of a different class of stock other than our common stock or by issuing debt, the holders of such different classes of stock or debt securities may have rights senior to the rights of the holders of our common stock.

      The federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), which took effect on January 1, 2004, imposes a series of new requirements on the use of commercial email messages and directs the FTC to issue new regulations that define relevant criteria and to enforce the Act. Among other things, one proposal being examined by the FTC is a federal “Do Not Email” registry. The CAN-SPAM Act and the regulations enforcing the Act may significantly impact the manner in which we recruit and communicate with our panelists. It may also expose us to potential liability or require us to change or abandon our webmaster affiliate program and other recruitment techniques. We may also need to develop technology or systems to comply with the Act’s requirements for honoring “opt-out” requests. Additionally, there are many state statutes that purport to regulate the distribution of commercial email. If we cannot comply with the requirements of the CAN-SPAM Act or these state statutes, we may need to cease operating portions of our business, which could reduce our revenues.

      The Internet Tax Freedom Act (the “ITFA”) that was originally passed in 1995 prohibited states or political subdivisions from (i) imposing taxes on Internet access and (ii) imposing multiple and discriminatory taxes on e-commerce. The ITFA expired on November 1, 2003 and has not been renewed. As a result of the expiration of the ITFA, states are no longer prohibited under federal law from imposing taxes that were

covered by the ITFA. In the absence of a renewal of the ITFA, states may begin to impose taxes on Internet access, related charges and other e-commerce products and services. If one or more states impose such taxes in a manner that results in the taxation of Internet access providers, ourselves, our customers or other parties upon whom these parties or our panelists rely for access to the Internet or other products or services, our expenses may increase and it may become difficult to recruit and maintain our panelists or sell our products and services. Proposed legislation has been introduced in Congress to reinstate and broaden the ITFA. It is unclear whether or not this legislation will be enacted and, if so, the substance of its provisions.

      A number of states within the United States are participants in the Streamlined Sales Tax Project (the “SSTP”), which seeks to establish a uniform, nationwide state-based taxation system that requires remote sellers to administer and collect their respective sales taxes even though they do not maintain a presence within that state. If the SSTP is successful in implementing such a system, and if our products or services are subject to this system, our resulting tax, administrative and compliance burden will increase.

      Separately, countries belonging to the European Union (the “EU”) impose a value added tax (“VAT”) on the sale of goods and services, including digital goods and services. An EU Directive that took effect on July 1, 2003 requires businesses that sell digital goods and services from outside the EU to certain customers within the EU to collect, administer and remit the VAT. To the extent that our products or services are subject to the EU Directive, our resulting administrative and compliance burden will increase.

      In February 1999, the FCC issued a declaratory ruling interpreting the Telecommunications Act of 1996 to allow local exchange carriers to receive reciprocal compensation for traffic delivered to information service providers, particularly Internet service providers, on the basis that traffic bound for Internet service providers is largely interstate. As a result of this ruling, the costs of transmitting data over the Internet may increase. If this occurs, our tax liability and operating expenses may increase.

      In addition to those described above, we expect more stringent laws and regulations to be enacted both domestically and globally in the near future due to the increasing popularity and use of the Internet. Any new legislation or regulations or the application of existing laws and regulations to the Internet could limit our effectiveness in conducting Internet-based marketing research and increase our operating expenses. In addition, the application of existing laws to the Internet could expose us to substantial liability for which we might not be indemnified by content providers or other third-parties. Existing laws and regulations currently address, and new laws and regulations and industry self-regulatory initiatives are likely to address, a variety of issues that could have a direct impact on our business, including:

      Current laws that explicitly apply to the Internet have not yet been interpreted by the U.S. courts and their applicability and scope are not yet defined. Any new laws or regulations relating to the Internet could have an impact on the growth of the Internet and, as a result, might limit our ability to administer our surveys and provide our products and services.

      We operate primarily in the United States. However, our business is expanding both in the United States and internationally and as a result we are exposed to certain market risks that arise in the normal course of business, including fluctuations in interest rates and currency exchange rates. These risks are not expected to be material. However, no assurance can be given that such risks will not become material. While we have not used derivative financial instruments in the past, we may, on occasion, use them in the future in order to manage or reduce these risks. We do not expect to enter into derivative or other financial instruments for trading or speculative purposes.

Interest Rate and Debt Sensitivity.

      As of December 31, 2004, the Company had borrowings under capital leases and loans payable of approximately $3.3 million, most if which bears interest at fixed rates. As such, a hypothetical one percentage point increase in interest rates would not have a material impact on the Company’s earnings or cash flows. However, should the Company enter into other debt arrangements which bear interest at floating rates, actual increases or decreases in earnings and cash flows in the future could differ materially, from our historical experience based on the timing and amount of both interest rate changes and amounts borrowed by the Company.

Currency Exchange Rate Sensitivity.

      During the year ended December 31, 2004, approximately 6.3% of our revenues were derived from customers outside of the United States and approximately 4.3% of our revenues were invoiced in currencies other than U.S. Dollars. These amounts, while immaterial in the past, may become material in the future as we continue to expand internationally. Additionally, certain vendors associated with our international operations invoice us in amounts other than the U.S. Dollar. Currently, all of our subsidiaries have a functional currency of the U.S. Dollar. Therefore, our currency exchange risk is primarily attributable to accounts receivable and accounts payable denominated in currencies other than the U.S. Dollar. Holding all other variables constant, and assuming a hypothetical 10% adverse change in foreign currency exchange rates, the net impact on earnings would have been immaterial at December 31, 2004. However, actual gains and losses in the future could differ materially from this analysis based on the timing and amount of both foreign currency exchange rate movements and our actual revenues and expenses denominated in foreign currencies.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Greenfield Online, Inc.

      In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in convertible preferred stock and stockholders’ equity (deficit) and of cash flows present fairly, in all material respects, the financial position of Greenfield Online, Inc. and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). These 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

March 30, 2005

GREENFIELD ONLINE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

The accompanying notes are an integral part of these consolidated financial statements.

GREENFIELD ONLINE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

The accompanying notes are an integral part of these consolidated financial statements.

GREENFIELD ONLINE, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK

AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)