SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




                          Date of Report: June 17, 2003



                                  FINDWHAT.COM
             (Exact Name of Registrant as specified in its charter)



      Nevada                          0-27331                    88-0348835
 (State or other               (Commission File No.)           (IRS Employer
 jurisdiction of                                          Identification Number)
incorporation or
  organization)



                        5220 Summerlin Commons Boulevard
                            Fort Myers, Florida 33907
                                 (239) 561-7229
               (Address, including zip code, and telephone number
                       including area code of Registrant's
                          principal executive offices)




                                 Not Applicable
          (Former name or former address, if changed since last report)



<PAGE>

Item 5.  Other Events.

         On June 17, 2003, FindWhat.com entered into an Agreement and Plan of
Merger with Espotting Media Inc., an award-winning, European based,
performance-based Internet advertising service, whereby FindWhat.com will
acquire Espotting for combined consideration of cash and shares of
FindWhat.com's Common Stock. A copy of the Agreement and Plan of Merger is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

         Under the proposed terms of the transaction, which was unanimously
approved by the Board of Directors of each company, Espotting stockholders will
receive approximately 8.1 million shares of FindWhat.com common stock and
approximately $27.0 million in cash. The amount of cash Espotting stockholders
will receive will vary based upon Espotting's audited net assets and net
operating loss carryforwards as of March 31, 2003, and outstanding borrowings at
the closing date. FindWhat.com will also issue options and warrants to purchase
approximately 2.1 million shares of FindWhat.com common stock to Espotting
employees and affiliates, with a weighted average exercise price that will
approximate $1.73 per share.

         The completion of the acquisition is conditioned upon registration of
the shares issued to Espotting stockholders on a Registration Statement on Form
S-4, the expiration or termination of the waiting period under the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, foreign regulatory
filings, approval from stockholders of FindWhat.com and Espotting, and other
customary closing conditions. As a result, the merger may not be consummated.
The two companies' respective stockholders are expected to vote on the merger
agreement and the merger, among other things, at stockholder meetings expected
to be held in the fourth quarter of 2003.

         As part of the merger agreement, each side has secured voting
agreements from the other party's principal stockholders and certain directors
and officers. Additionally, FindWhat.com has made a $2 million advance to
Espotting. FindWhat.com may seek financing, including a bank line of credit,
before the closing in order to provide strategic flexibility for the combined
companies upon closing.

         The proposed merger provides that Espotting will be merged with and
into a wholly-owned subsidiary of FindWhat.com with Espotting surviving the
merger.



Item 7.   Exhibits.

         (c)      Exhibits.

             Exhibit No.                   Description

                99.1           Agreement and Plan of Merger Among FindWhat.com,
                               Who Merger Corp., a wholly owned direct
                               subsidiary of FindWhat.com and Espotting Media
                               Inc., dated June 17, 2003.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                     FINDWHAT.COM


Date:  June 18, 2003                                 By:   /s/ Phillip R. Thune
                                                     ---------------------------
                                                     Chief Operating Officer and
                                                     Chief Financial Officer



<PAGE>

                                  EXHIBIT INDEX

             Exhibit No.                   Description

                99.1           Agreement and Plan of Merger Among FindWhat.com,
                               Who Merger Corp., a wholly owned direct
                               subsidiary of FindWhat.com and Espotting Media
                               Inc., dated June 17, 2003.
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{"company-data": {"conformed-name": "FINDWHAT COM INC", "cik": "0001094808", "assigned-sic": "7389", "irs-number": "880348835", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30428", "film-number": "03748017"}, "business-address": {"street1": "5220 SUMMERLIN COMMONS BLVD", "street2": "N/A", "city": "FORT MYERS", "state": "FL", "zip": "33907", "phone": "(239) 561-7229"}, "mail-address": {"street1": "5220 SUMMERLIN COMMONS BLVD", "street2": "N/A", "city": "FORT MYERS", "state": "FL", "zip": "33907"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: June 17, 2003

                                  FINDWHAT.COM
             (Exact Name of Registrant as specified in its charter)

      Nevada                          0-27331                    88-0348835
 (State or other               (Commission File No.)           (IRS Employer
 jurisdiction of                                          Identification Number)
incorporation or
  organization)

                        5220 Summerlin Commons Boulevard
                            Fort Myers, Florida 33907
                                 (239) 561-7229
               (Address, including zip code, and telephone number
                       including area code of Registrant's
                          principal executive offices)

                                 Not Applicable
          (Former name or former address, if changed since last report)
Item 5.  Other Events.

         On June 17, 2003, FindWhat.com entered into an Agreement and Plan of
Merger with Espotting Media Inc., an award-winning, European based,
performance-based Internet advertising service, whereby FindWhat.com will
acquire Espotting for combined consideration of cash and shares of
FindWhat.com's Common Stock. A copy of the Agreement and Plan of Merger is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

         Under the proposed terms of the transaction, which was unanimously
approved by the Board of Directors of each company, Espotting stockholders will
receive approximately 8.1 million shares of FindWhat.com common stock and
approximately $27.0 million in cash. The amount of cash Espotting stockholders
will receive will vary based upon Espotting's audited net assets and net
operating loss carryforwards as of March 31, 2003, and outstanding borrowings at
the closing date. FindWhat.com will also issue options and warrants to purchase
approximately 2.1 million shares of FindWhat.com common stock to Espotting
employees and affiliates, with a weighted average exercise price that will
approximate $1.73 per share.

         The completion of the acquisition is conditioned upon registration of
the shares issued to Espotting stockholders on a Registration Statement on Form
S-4, the expiration or termination of the waiting period under the
Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, foreign regulatory
filings, approval from stockholders of FindWhat.com and Espotting, and other
customary closing conditions. As a result, the merger may not be consummated.
The two companies' respective stockholders are expected to vote on the merger
agreement and the merger, among other things, at stockholder meetings expected
to be held in the fourth quarter of 2003.

         As part of the merger agreement, each side has secured voting
agreements from the other party's principal stockholders and certain directors
and officers. Additionally, FindWhat.com has made a $2 million advance to
Espotting. FindWhat.com may seek financing, including a bank line of credit,
before the closing in order to provide strategic flexibility for the combined
companies upon closing.

         The proposed merger provides that Espotting will be merged with and
into a wholly-owned subsidiary of FindWhat.com with Espotting surviving the
merger.

Item 7.   Exhibits.

         (c)      Exhibits.

             Exhibit No.                   Description

                99.1           Agreement and Plan of Merger Among FindWhat.com,
                               Who Merger Corp., a wholly owned direct
                               subsidiary of FindWhat.com and Espotting Media
                               Inc., dated June 17, 2003.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     FINDWHAT.COM

Date:  June 18, 2003                                 By:   /s/ Phillip R. Thune
                                                     ---------------------------
                                                     Chief Operating Officer and
                                                     Chief Financial Officer
EXHIBIT INDEX

             Exhibit No.                   Description

                99.1           Agreement and Plan of Merger Among FindWhat.com,
                               Who Merger Corp., a wholly owned direct
                               subsidiary of FindWhat.com and Espotting Media
                               Inc., dated June 17, 2003.