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.