U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                                   ACT OF 1934

                  For the fiscal year ended: December 31, 2003

   |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

               For the transition period from ________ to ________

                          Commission File Number 1-8601

                           CREDITRISKMONITOR.COM, INC.
                 (Name of small business issuer in its charter)

                  Nevada                                         36-2972588
      (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                       Identification No.)

       110 Jericho Turnpike, Suite 202
       Floral Park, New York                                       11001
  (Address of Principal Executive offices)                       (Zip Code)

Issuer's telephone number: (516) 620-5400

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

        Title of each class            Name of each exchange on which registered
               None

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

                           Common Stock $.01 Par Value
                                (Title of Class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes |X| No |_|

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

State issuer's revenues for the most recent fiscal year. $3,042,635

The aggregate market value of the Registrant's common stock held by
non-affiliates as of March 9, 2004 was $898,444. The Company's common stock is
traded on the OTC Electronic Bulletin Board.

There were 7,407,462 shares of common stock $.01 par value outstanding as of
March 9, 2004.

Documents incorporated by reference: None

Transitional Small Business Format (check one): Yes |_|; No |X|

<PAGE>

                                     PART I

ITEM 1. BUSINESS

      In addition to historical information, the following discussion of the
Company's business contains forward-looking statements. These forward-looking
statements involve risks, uncertainties and assumptions. The actual results may
differ materially from those anticipated in these forward-looking statements as
a result of many factors, including but not limited to, those discussed in the
sections in this Annual Report on Form 10-KSB entitled "The CreditRiskMonitor
Business", "The Company's Goals", "Marketing and Sales" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date hereof.
CreditRiskMonitor.com, Inc. (the "Company" or "CRM") undertakes no obligation to
revise or publicly release the results of any revision to these forward-looking
statements. Readers should carefully review the risk factors described in this
document as well as in other documents the Company files from time to time with
the Securities and Exchange Commission, including the Quarterly Reports on Form
10-QSB to be filed by the Company in fiscal year 2004.

Overview

      CRM was organized in Nevada in February 1977 and was engaged in the
development and sale of nutritional food products from 1982 until October 22,
1993, when it sold substantially all of its assets (the "Asset Sale"), as
previously reported. In September 1998, the Company acquired an option (the
"Option") to purchase the assets of the CreditRisk Monitor credit information
service ("CM Service") from Market Guide Inc. ("MGI"). The Company exercised the
Option on December 29, 1998 and completed the purchase of the CM Service assets
effective January 19, 1999. The assets included customer contracts, receivables,
equipment, software and intangibles. Following the closing of the CM Service
purchase, the Company commenced doing business under the name
"CreditRiskMonitor.com".

      During January 1999, the Company completed a private placement of
1,300,000 shares of its Common Stock to approximately 25 "accredited investors"
(the "1999 Private Placement"). The proceeds from the 1999 Private Placement
financed the cash portion of the CM Service acquisition and the remainder was
used for working capital needs.

      During December 2003, the Company completed a private placement of
1,853,333 shares of its Common Stock to approximately eight "accredited
investors" (the "2003 Private Placement"). The proceeds from the 2003 Private
Placement are being used for future working capital needs.

The CreditRiskMonitor Business

      CRM is an interactive Internet-based financial information and news
service designed specifically for corporate credit professionals.


                                       1
<PAGE>

CRM's service analyzes business/commercial credit risk as contrasted to the
credit risk of individuals. For example, when an individual purchases a
television set, before the television leaves the store a payment is made via
cash, check or credit card. However, in a business-to-business transaction,
e.g., for $20,000 of widgets, the seller usually will ship before the buyer pays
- there is an extension of trade credit by the seller. The terms of trade credit
could be 2%-10 days, net 30 (a 2% deduction from the price if payment is made
within 10 days but, if not, payment in full must be made within 30 days). It is
the extension of this credit that is referred to as trade credit risk. CRM's
service is usually purchased by the seller to review the risks of extending
trade credit to the purchaser. If the purchaser is unable to pay, the seller can
suffer substantial losses (e.g., Assuming a 10% pre-tax margin it will take $10
of sales to offset each $1 of bad debt). This decision to ship prior to payment
may be made under intense time pressure, with potentially adverse results if the
credit manager has inaccurate or stale information. The Company believes that,
with the downsizing of corporate America and the related reductions in credit
departmental budgets and personnel, corporate credit professionals have to do
more with less. Simultaneously, the Company further believes that there has been
an explosion in available information, resulting in an overwhelming amount of
data and limited time for research and analysis.

CRM's credit risk analysis service is the result of management's experience in
the commercial credit industry and on-going research with respect to corporate
credit department information needs. This has enabled CRM to satisfy the credit
industry's requirements for a timely, technologically advanced, low cost credit
information service. CRM sells the following commercial credit analysis services
to corporate credit managers:

      (1)   Coverage of approximately 16,200 U.S. and Canadian public companies
            with full financial analysis and up-to-date financial news coverage
            for purposes of credit evaluation. This service is supplemented with
            the publishing of trade data and public filing information (i.e.,
            suits, liens, judgments and bankruptcy information) on over 5
            million public and private U.S. companies. The coverage format,
            database design and web format for this service was extensively
            redesigned throughout 2002 and this new version was introduced in
            2002's fourth quarter.

      (2)   During 2003, CRM introduced a new service that covers approximately
            18,500 foreign public companies with full financial analysis for
            purposes of credit analyses. This new service duplicates the rapid
            and extensive financial analysis that is provided in the domestic
            service described in item (1) above.

      (3)   Individual credit reports on approximately 20 million foreign public
            and private companies. These reports are purchased by CRM through
            affiliations with third-party suppliers and sold to CRM subscribers.

      CRM's three proprietary services provide the corporate credit professional
with a one-stop information service to continuously


                                       2
<PAGE>

monitor the creditworthiness of their public company and foreign private company
customers, in the shortest possible time and with minimum effort. This
timesaving is critical where immediate decisions must be made.

      There is little hard data on CRM's market: The U.S. National Association
of Credit Management has about 30,000 members, but some industry observers
believe the number of U.S. credit managers or personnel performing this function
is substantially greater. In addition, there are numerous U.S. based companies
that do not have a specific credit function but still require credit
information. Because CRM's sales solicitation is by phone and Internet
demonstration of the product, an untapped global market also exists for U.S. and
foreign companies doing business with other U.S. or foreign corporations and
thus a world market exists for the various forms of CRM's services.

      The viability and potential of CRM's business is made possible by its
Internet service delivery and the following characteristics:

      o     Low price. The annual subscription price of each of CRM's services
            is low compared to the cost of most competitive products and low
            compared to the subscriber's possible loss of not getting paid.

      o     Counter-cyclical. As economic growth slows, general corporate credit
            risk usually increases and the credit manager's function rises in
            importance and complexity. Since the cost of our services is low
            compared to both the size of potential losses it is designed to
            reduce and to the cost of competitive services, CRM's business and
            revenues may have some counter-cyclicality as world economic growth
            slows or declines. Additionally, products that allow credit managers
            to perform their jobs more efficiently and cost effectively should
            continue to gain market share in most business environments.

      o     Profit multiplier. Some of the Company's basic costs are being
            reduced. On a broad generic basis, computer hardware, software,
            telecommunications and financial data prices have been coming down
            for all buyers, including CRM. In addition, CRM has automated a
            significant amount of the processes used to create and deliver its
            service; therefore, its production costs, apart from the development
            cost of enhancing and upgrading the Company's website, are
            relatively stable over a wide range of increasing revenue.
            Offsetting these cost reductions is the cost of increasing the data
            content of CRM's services if the Company chooses to increase content
            and not raise prices to cover these additional costs.

      o     Self financing. CRM's business has no inventory, manufacturing or
            warehouse facilities. Thus, it is a low capital intensive business
            capable of generating high margins and sufficient positive cash flow
            to grow the business with little need for external capital except
            for working capital purposes. (See MANAGEMENT'S DISCUSSION AND
            ANALYSIS OF FINANCIAL CONDITION AND


                                       3
<PAGE>

            RESULTS OF OPERATIONS - Financial Condition, Liquidity and Capital
            Resources.)

      o     Management. CRM has in-place an experienced management team with
            proven talent in business credit evaluation systems and Internet
            development.

The Company's Goals

      o     Lowest cost provider. CRM's analysis and preparation of data into a
            usable form is nearly 100% computer driven and minimum incremental
            personnel costs are required to broaden the number of companies
            analyzed. CRM delivers all of its information to customers via the
            Internet and there is a seamless interface between the preparation
            and delivery of a company credit report to a subscriber. Since CRM
            has automated a significant amount of the processes used to create
            and deliver our service, CRM's production costs are relatively
            stable over a wide range of increasing revenue. CRM's cost structure
            is believed to be one of the lowest in its industry.

      o     International penetration. Foreign companies doing business in the
            U.S. have the same need as domestic companies for CRM's credit
            analysis of U.S. companies. Internationally, the Internet provides
            the same rapid and inexpensive selling and distribution of CRM's
            service as has been achieved domestically.

Potential for Cost Reductions

      The Company foresees declining costs in some important expense areas, such
as computer and communication costs, which should increase net profits from its
subscription income stream. The Company believes that the advent of Internet
delivery of telephone calls will further reduce the cost per phone call over the
next several years, and computer costs per transaction should also continue to
decline. The Company further believes that the base of renewal business should
grow larger each year and the Company has lower sales expenses for renewals than
for new sales. All these naturally occurring cost reductions will be in addition
to the cost reductions achieved through servicing more accounts over the
Company's in-place fixed costs. Offsetting these cost reductions will be CRM's
need to add additional content unless it is able to offset these additional
content costs by increasing the price of CRM's services.

Net Operating Loss Carryforwards

      As of December 31, 1998, the Company had approximately $13.9 million of
net operating loss ("NOL") carryovers. At December 31, 2003, the Company had NOL
carryforwards aggregating approximately $7.1 million, including the balance
remaining of the 1998 carryovers, expiring in varying amounts over the following
twenty (20) years, which, to the extent available under the Internal Revenue
Code of 1986, as amended (the "Code"), may be used to minimize the Company's
liability for taxes on future taxable income of the Company, if any.


                                       4
<PAGE>

      Section 382 of the Code provides limits on the amount of a company's NOL
carryforwards which can be applied against its earnings after an "ownership
change" occurs. Generally, such a limit is determined, with respect to the
amount of NOL carryforward to which the limit applies, by multiplying the
company's value at the time of the ownership change by the published long-term
tax exempt interest rate. The resulting amount is the maximum that can be offset
by NOL carryforwards in any one year if an ownership change has occurred.

      An ownership change occurs if there has been an "owner shift" -- a more
than 50 percentage point increase in stock ownership involving "5-percent
shareholders" over the lowest percentage of stock of the loss corporation owned
by such shareholders at any time during the testing period (generally, the prior
3 years). For this purpose, in general, shareholders that are not 5-percent
shareholders are aggregated and treated as a single 5-percent shareholder.

      See "Risks and Other Considerations - Disallowance of NOL Carryovers" for
a discussion of the risk that an "ownership change" may have occurred or could
occur which could cause the loss or limitation of the Company's available NOL
carryforwards, pursuant to Section 382.

Marketing and Sales

      To gain market share for company credit information, CRM will continue to
use the Internet (at our website www.crmz.com) as the primary mechanism for
distributing its service. To inform potential subscribers about its service, CRM
uses a combination of telemarketing, trade show representation and speaking
engagements before credit associations.

Value Proposition

CRM's fundamental value proposition is that CRM creates and sells high quality
commercial credit reports at a cost significantly below that of equivalent
reports from the leading provider (price comparison as of March 5, 2004).
Because D&B(TM) has the largest share of the commercial credit market, their
flagship product, the Business Information Report ("BIR"), is the standard by
which that market measures both quality and price. CRM's customers clearly agree
that the quality and freshness of its commercial credit reports on active public
companies is as high, if not higher, than that of the D&B BIRs on the same
companies. Moreover, the price of CRM's commercial credit reports is often less
than 10% of D&B's price for BIRs on the same companies.

The operational strategy CRM follows to deliver on its value proposition is
straightforward. CRM became (and remains) one of the industry's lowest cost
producers of high quality commercial credit information by continuously
collecting data from a wide variety of sources and employing sophisticated
proprietary computer algorithms to process that data into an extensive
integrated data base. CRM also employs human review of selected data at critical
points in its process to further enhance the quality of its products and their
relevance to credit professionals.


                                       5
<PAGE>

CRM employs several different selling strategies to deliver this value to
different customer segments:

      o     For low-volume customers, CRM sells individual commercial credit
            reports for a flat price of $49.95 per report, using credit card
            transactions across the Internet. Although D&B also sells single
            reports on the Internet, they impose a complicated pricing schedule,
            in which the price of a report depends on both the customer's home
            country and the home country of the company on whom they are
            inquiring. This pricing schedule includes more than 20 different
            price points for the D&B BIR alone, ranging from $80 to $570 per
            report. It is apparently designed to protect D&B's legacy revenue
            streams from the pre-Internet era, when charging large cross-border
            premiums could be justified to some extent by the increased
            production costs of producing and delivering BIRs across internal
            D&B organizational boundaries. In contrast, CRM was designed from
            the ground up to be a worldwide provider of commercial credit
            reports over the Internet, and is not similarly constrained by
            legacy systems.

      o     Customers who purchase dozens of credit reports (or more) per year
            typically have contracts with D&B, at least in the United States.
            Traditionally, D&B sells such customers prepaid "units" on an annual
            basis, which they can then use to buy D&B products throughout the
            year. The price of each unit depends on the number of units being
            purchased, with the resulting price of a domestic U.S. BIR generally
            ranging between $40 and $60. If a customer has unused units at the
            end of the year, D&B allows it to only carry a percentage of them
            forward, as long as the customer renews for another year for at
            least the same number of units as the previous year. All other
            unused units are forfeited. For these customers, CRM's unlimited
            annual subscription (which also includes continuous monitoring and
            email alerting of S&P rating changes, SEC filings, and press
            releases) represents an opportunity to save money by significantly
            reducing the customer's D&B usage. CRM does not recommend to
            subscription customers that they drop their D&B contracts
            altogether. D&B has very broad coverage of private companies, which
            is unmatched by any other vendor. However, CRM has found that most
            medium to large sized companies generate a substantial portion of
            their revenues from trade with public companies, and CRM believes
            that its reports and monitoring of public companies is superior to
            what is offered by D&B. The Best Practice that CRM recommends to its
            subscription customers is to always search CRM's data base first
            (which does not incur any incremental expense to them) and to save
            their expensive D&B units for those situations where CRM has no
            information on the business in question. CRM believes that customers
            who follow this practice typically find that the reduction in their
            D&B usage alone pays for the modest CRM subscription fee many times
            over.

      o     The best estimate is that a small percentage of all credit-related
            business transactions are supported by objective third party credit
            information. This is not surprising, given the high cost of
            commercial credit reports from the traditional vendors. CRM breaks
            that model. By eliminating the incremental cost of a credit report,
            CRM's unlimited annual subscription enables subscription customers
            to employ objective credit information in many more transactions
            than was economically feasible before. The inevitable result is
            better credit decisions with no increase in costs.


                                       6
<PAGE>

Employees

      As of March 9, 2004, the Company had 26 full-time employees. None of the
Company's employees are covered by a collective bargaining agreement. The
Company believes its relations with its employees to be satisfactory and has
suffered no interruption in operations.

      The Company established a 401(k) Plan covering all employees effective
January 1, 2000 that provides for discretionary Company contributions. The
Company has no other retirement, pension, profit sharing or similar program in
effect for its employees. The Company adopted a stock option plan in 1998 that
covers its employees.

ITEM 2. PROPERTY.

      The Company does not own any real property. The Company's principal office
is located in approximately 5,670 square feet of leased space in an office
building located in Floral Park, New York. The lease expires on November 30,
2004 and provides for a monthly cost of $8,509 during the current year, plus
escalation for real estate taxes.

ITEM 3. LEGAL PROCEEDINGS.

      As previously reported: (a) on April 20, 2001, the Company filed an action
in the Supreme Court of the State of New York, Nassau County, against Samuel
Fensterstock and a competitor (collectively, the "Defendants"), seeking
injunctive relief, declaratory relief and monetary damages; (b) thereafter, the
parties entered into a Settlement Agreement that was ordered by the Court in
July 2001 pursuant to which the Defendants were restricted from engaging in
certain activities; and (c) on November 27, 2001 the Company commenced contempt
proceedings (the "Contempt Proceedings") against the Defendants in the same
Court seeking monetary and punitive damages, legal costs and injunctive relief
for violation of the Settlement Agreement and the July 2001 Court order. After
extensive discovery in the Contempt Proceedings, a judicial hearing began on
September 15, 2003 and concluded on November 21, 2003. Thereafter, the Court
ordered that the parties submit post-trial briefs, and the Company submitted its
post-trial brief on January 30, 2004 and Defendants submitted their post-trial
brief on March 15, 2004. The Company has until April 15, 2004 to submit a Reply
to Defendants' post-trial brief.

      In February 2003, the competitor commenced an action (the "Competitor
Action") in the same Court, against the Company, its President and a senior
manager, seeking compensatory damages, exemplary damages and injunctive relief.
The Company denied the allegations in the Competitor Action and counterclaimed
against the competitor, its President and Samuel Fensterstock. The parties
currently are engaged in discovery in connection with the Competitor Action.

      In January 2004, the Company filed a second action in the same court by
order to show cause against the competitor and Mark McNamara, a former Company
employee, seeking injunctive relief, declaratory relief and monetary damages
arising from the competitor's and McNamara's misappropriation of CRM's
proprietary information.

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

      No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ended December 31, 2003, either through the
solicitation of proxies or otherwise.


                                       7
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURHASES OF EQUITY SECURITIES.

      The Company's Common Stock trades in the over-the-counter market "Bulletin
Board Service" under the symbol CRMZ. The following table sets forth the high
and low closing bid quotations reported on the over-the-counter market Bulletin
Board Service for each calendar quarter of 2002 and 2003. These quotations
reflect inter-dealer prices without retail mark-up, mark-down or commission and
do not necessarily represent actual transactions.

                                            High Bid                Low Bid
                                            --------                -------

2002
         First Quarter                      $ 0.300                 $ 0.150
         Second Quarter                     $ 0.300                 $ 0.240
         Third Quarter                      $ 0.250                 $ 0.100
         Fourth Quarter                     $ 0.250                 $ 0.100

2003
         First Quarter                      $ 0.400                 $ 0.250
         Second Quarter                     $ 0.400                 $ 0.260
         Third Quarter                      $ 0.330                 $ 0.330
         Fourth Quarter                     $ 0.400                 $ 0.340

      On March 9, 2004, there were approximately 318 registered holders of the
Company's Common Stock. This number does not reflect the number of individuals
or institutional investors holding stock in nominee name through banks,
brokerage firms, and others.

      The Company has not paid any cash dividends on its Common Stock and does
not anticipate paying any cash dividends in the foreseeable future.

      The Company sold 1,853,333 shares of common stock at $0.45 per share for
total consideration of $834,000 in December 2003 pursuant to a self-administered
Confidential Private Offering Memorandum. The shares were sold only to
"accredited investors" as such term is defined under Regulation D of the
Securities Act of 1933, as amended.

      The Company did not repurchase any of its common stock during the fourth
quarter of 2003.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Financial Condition, Liquidity and Capital Resources

      In July 2001, the Company entered into a Note Consolidation Agreement with
MGI, which consolidated the two notes issued by CRM in January 1999, as part of
the purchase of the CM Service assets, into a new secured note. This transaction
reduced the Company's debt service requirements in 2001 and 2002. In December
2002, the Company entered


                                       8
<PAGE>

into a Note Modification Agreement with MGI, which modified the secured note
that had been executed in July 2001. Pursuant to the December 2002 Agreement,
CRM issued a new Secured Promissory Note effective January 1, 2003 that further
reduces the Company's debt service requirements during its term which now ends
December 31, 2009.

      In December 2003, the Company augmented its working capital by raising
$834,000 through the sale of approximately 1.85 million common shares at $0.45
per share in a private placement.

      At December 31, 2003, the Company had cash, cash equivalents and other
liquid assets of $1.14 million compared to $988,000 at December 31, 2002. The
Company's working capital deficit at December 31, 2003 was approximately
$709,000 compared to a working capital deficit of approximately $749,000 at
December 31, 2002. This improvement was due to increases of $150,000 in cash and
cash equivalents (inclusive of the $834,000 raised in the private placement) and
$141,000 in accounts receivable offset by increases of $98,000 in deferred
revenue, $115,000 in accounts payable and accrued expenses and $9,000 in the
current portion of long-term debt as well as a $29,000 decrease in other current
assets. Additionally, the working capital deficit is mainly derived from the
$2.0 million in deferred revenue, which should not require any future cash
outlay other than to continue to make available its commercial credit reports.
The deferred revenue is taken into income over the subscription term, which
approximates twelve months. The Company has no bank lines of credit or other
currently available credit sources.

      For the year ended December 31, 2003, the Company reported a $150,000
increase in cash and cash equivalents, inclusive of the $834,000 raised in the
private placement. Excluding the funds raised from the private placement, the
Company experienced a $684,000 decrease in cash and cash equivalents during 2003
compared to a $332,000 decrease for the prior fiscal year. Over 86% (or
$591,000) of 2003's adjusted negative cash flow is attributable to expenses
incurred in connection with the Contempt Proceeding and the Competitor Action
described in Part I, Item 3 (collectively, the "Litigation") versus
approximately 22% (or $72,000) in 2002. The Litigation expenses also accounted
for approximately 83% (or $669,000) and 31% (or $77,000) of the Company's net
loss for the years ended December 31, 2003 and 2002, respectively.

      The Company is unable to predict the outcome of the Contempt Proceedings.
It believes, however, that its legal fees will be substantially eliminated or
reduced in the following circumstances:

      (a)   its legal fees will be substantially eliminated if the Company
            either loses in the Contempt Proceedings or if the Company wins and
            the Defendants do not appeal;

      (b)   its legal fees will be materially reduced if the Company wins in the
            Contempt Proceedings and one or both Defendants appeal; in the event
            of an appeal, it is expected that the appellant(s) will be required
            to post a bond that, in whole or in part, will secure any damages
            which may be awarded by the court.

      The Company further believes that if it is successful in the Contempt
Proceedings, the Company may become entitled to a substantial award of actual
and/or punitive damages as well as its court costs and


                                       9
<PAGE>

legal fees. In addition, if the Defendants no longer are permitted to engage in
anti-competitive activities, the Company's ability to retain and/or obtain
customers should be materially improved. There can be no assurance that any of
the above results will be achieved within the anticipated periods, if at all, or
that any damage award will be collectible in whole or in part.

      The parties currently are engaged in discovery in connection with the
Competitor Action and a trial is scheduled for June 2004. The Company believes
that (a) the competitor's claims are without merit, (b) in any event, the
Company's counterclaims should reduce or eliminate the effect of any recovery
the competitor may obtain, and (c) even if the competitor pursues the Competitor
Action, the Company's ongoing legal fees nevertheless should be materially
reduced. There can be no assurance that any of the above results will be
achieved.

      While the Company, as noted above, believes that the negative cash flow
impact of its legal fees is likely to be substantially eliminated or at least
materially reduced, the Company nevertheless may continue to be cash flow
negative, after debt service, during 2004, due to its need to make certain
additional, non-recurring capital expenditures. This includes the installation
of a new, more efficient telephone system, which the Company anticipates can be
leased thereby reducing any immediate capital outlay depending upon available
funds, and the Company's decision to co-locate its production servers at an
offsite location. However, the Company believes that it will have sufficient
resources to meet its working capital and capital expenditure needs, including
debt service, for at least the next 12 months and, if it is correct in its
assessment of the effect of the Litigation on the improvement of its cash flow
and gross revenues, for the longer term as well.

      As described more fully in Notes 6 and 8 of the Notes to Consolidated
Financial Statements, at December 31, 2003 the Company had certain cash
obligations, which are due as follows:

<TABLE>
<CAPTION>
                                                 Less than                                 After
                                      Total       1 Year      1-3 Years     4-5 Years     5 Years
                                      -----       ------      ---------     ---------     -------
<S>                                 <C>           <C>          <C>          <C>          <C>
Promissory Note                     $711,115      $ 90,328     $210,977     $259,011     $150,799
Capital lease obligations             13,630        10,873        2,757           --           --
Operating leases                      99,038        99,038           --           --           --
                                    --------      --------     --------     --------     --------

Total                               $823,783      $200,239     $213,734     $259,011     $150,799
                                    ========      ========     ========     ========     ========
</TABLE>

Off-Balance Sheet Arrangements

      The Company is not a party to any off-balance sheet arrangements.


                                       10
<PAGE>

Results of Operations

      2003 vs. 2002

<TABLE>
<CAPTION>
                                                            Year Ended December 31,
                                                            -----------------------
                                                   2003                                2002
                                                   ----                                ----
                                                         % of Total                           % of Total
                                         Amount            Revenue            Amount            Revenue
                                         ------            -------            ------            -------

<S>                                   <C>                     <C>          <C>                     <C>
Operating revenues                    $ 3,042,635             100.00%      $ 3,069,546             100.00%

Operating expenses:
   Data and product costs               1,194,310              39.25%        1,453,650              47.36%
   Selling, general &
     administrative                     2,490,382*             81.85%        1,688,609*             55.01%
   Depreciation and amortization           88,254               2.90%          104,308               3.40%
                                      -----------        -----------       -----------        -----------

     Total operating expenses           3,772,946             124.00%        3,246,567             105.77%
                                      -----------        -----------       -----------        -----------

Loss from operations                     (730,311)*           -24.00%         (177,021)*            -5.77%
Other income                                6,369               0.21%           17,511               0.57%
Interest expense                          (81,023)             -2.66%          (92,186)             -3.00%
                                      -----------        -----------       -----------        -----------

Loss before income taxes                 (804,965)*           -26.46%         (251,629)*            -8.20%
Income taxes                                  982               0.03%            1,220               0.04%
                                      -----------        -----------       -----------        -----------

Net loss                              $  (805,947)*           -26.49%      $  (252,916)*            -8.24%
                                      ===========        ===========       ===========        ===========
</TABLE>

* Litigation expenses were $669,000 and $77,000 in 2003 and 2002, respectively.

      Operating revenues decreased 1% for the year ended December 31, 2003, due
to a decrease in subscription revenue from the Company's third-party
international credit reports offset in part by an increase in the number of
subscribers to the Company's Internet subscription service.

      Data and product costs decreased 18% for fiscal 2003, primarily due to
lower salary and related employee benefits, resulting from a decrease in
headcount, and the lower cost of acquiring data for the Company's domestic
service, due to a change in data providers, offset in part by higher
professional fees paid to outside consultants.

      Selling, general and administrative expenses increased 47% for fiscal
2003. This increase was primarily due to higher legal fees incurred in
connection with the Litigation ($669,000 in 2003 versus $77,000 in 2002) as well
as higher salary and related employee benefit costs, due to an increase in the
Company's sales force during the past 12 months.

      Depreciation and amortization decreased 15% for fiscal 2003, due to a
lower depreciable asset base as certain items have been fully depreciated but
are still in use.

      Other income decreased 64% for fiscal 2003, due to a decrease in funds
invested in interest bearing accounts as well as lower interest rates paid on
these investments during 2003 compared to last year.

      Interest expense decreased 12% for fiscal 2003, due to a lower outstanding
promissory note balance.

      The Company incurred net losses of $805,947 and $252,916 for the


                                       11
<PAGE>

years ended December 31, 2003 and 2002, respectively. The increase in the net
loss is due principally to the increase in Litigation expenses described above.

      2002 vs. 2001

<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                                           -----------------------
                                                  2002                                2001
                                                  ----                                ----
                                                         % of Total                         % of Total
                                         Amount            Revenue           Amount           Revenue
                                         ------            -------           ------           -------

<S>                                   <C>                    <C>          <C>                    <C>
Operating revenues                    $ 3,069,546            100.00%      $ 2,954,585            100.00%

Operating expenses:
   Data and product costs               1,453,650             47.36%        1,205,821             40.81%
   Selling, general &
     administrative                     1,688,609             55.01%        2,034,617             68.86%
   Depreciation and amortization          104,308              3.40%          223,739              7.57%
                                      -----------       -----------       -----------       -----------
     Total operating expenses           3,246,567            105.77%        3,464,177            117.25%
                                      -----------       -----------       -----------       -----------

Loss from operations                     (177,021)            -5.77%         (509,592)           -17.25%
Other income                               17,511              0.57%           41,567              1.41%
Interest expense                          (92,186)            -3.00%         (103,639)            -3.51%
Write-off of investment                        --              0.00%          (44,000)            -1.49%
                                      -----------       -----------       -----------       -----------

Loss before income taxes                 (251,696)            -8.20%         (615,664)           -20.84%
Income taxes                                1,220              0.04%            3,061              0.10%
                                      -----------       -----------       -----------       -----------

Net loss                              $  (252,916)            -8.24%      $  (618,725)           -20.94%
                                      ===========       ===========       ===========       ===========
</TABLE>

      Operating revenues increased 4% for the year ended December 31, 2002, due
primarily to an increase in the number of subscribers to the Company's credit
reporting services.

      Data and product costs increased 21% for fiscal 2002, due primarily to the
increased cost of acquiring the data needed for the Company's products and
higher salary and related employee benefits resulting from an increase in IT
headcount as the Company added personnel to deliver its expanded product line.

      Selling, general and administrative expenses decreased 17% for fiscal
2002. This decrease was primarily due to lower salary and related employee
benefits, mainly the result of lower sales headcount, a decrease in marketing
expenses and a decrease in professional fees.

      Depreciation and amortization decreased 53% for fiscal 2002, due to the
adoption as of January 1, 2002 of SFAS No. 142. This statement eliminated the
amortization of goodwill, which totaled over $114,000 in fiscal 2001.

      Other income decreased 58% for fiscal 2002, due to a decrease in funds
invested in interest bearing accounts as well as lower interest rates paid on
these investments during 2002 compared to last year.

      Interest expense decreased 11% for fiscal 2002, as the Company continued
to amortize its indebtedness to MGI which began in July 2001.

      The Company incurred net losses of $252,916 and $618,725 for the years
ended December 31, 2002 and 2001, respectively.


                                       12
<PAGE>

      Future Operations

      The Company over time intends to expand its operations by expanding the
breadth and depth of its product and service offerings and the introduction of
new or complementary products. Gross margins attributable to new business areas
may be lower than those associated with the Company's existing business
activities.

      As a result of the Company's limited operating history and the emerging
nature of the markets in which it competes, the Company's ability to accurately
forecast its revenues, gross profits and operating expenses as a percentage of
net sales is limited. The Company's current and future expense levels are based
largely on its investment plans and estimates of future revenues and to a large
extent are fixed. Sales and operating results generally depend on the Company's
ability to attract and retain customers and the volume of and timing of their
subscriptions for the Company's services, which are difficult to forecast. The
Company may be unable to adjust spending in a timely manner to compensate for
any unexpected revenue shortfall. Accordingly, any significant shortfall in
revenues in relation to the Company's planned expenditures would have an
immediate adverse effect on the Company's business, prospects, financial
condition and results of operations. Further, as a strategic response to changes
in the competitive environment, the Company may from time to time make certain
pricing, service, marketing or acquisition decisions that could have a material
adverse effect on its business, prospects, financial condition and results of
operations.

      Achieving profitability depends on the Company's ability to generate and
sustain increased revenue levels. The Company believes that its success will
depend in large part on its ability to (i) extend its brand position, (ii)
provide its customers with outstanding value, and (iii) achieve sufficient sales
volume to realize economies of scale. Accordingly, the Company intends to
continue to invest in marketing and promotion, product development and
technology and operating infrastructure development. There can be no assurance
that the Company will be able to achieve these objectives within a meaningful
time frame.

Critical Accounting Policies, Estimates and Judgments

      The Company's consolidated financial statements are prepared in accordance
with accounting principles that are generally accepted in the United States. The
preparation of these consolidated financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Management bases its estimates and
judgments on historical experience and other factors that are believed to be
reasonable under the circumstances. Actual results may differ from these
estimates. Management continually evaluates its estimates and judgments, the
most critical of which are those related to:


                                       13
<PAGE>

      Revenue recognition -- CRM's domestic and international service is sold on
      a subscription basis pursuant to customer contracts that span varying
      periods of time, but are generally for a period of one year. The Company
      initially records accounts receivable and defers the related revenue when
      persuasive evidence of an arrangement exists, fees are fixed or
      determinable, and collection is reasonably assured. Revenues are
      recognized ratably over the related subscription period. Revenue from the
      Company's third-party international credit reporting service is recognized
      as information is delivered and products and services are used by
      customers.

      Valuation of goodwill -- Goodwill is reviewed for impairment annually, or
      more frequently if events or changes in circumstances warrant. If the
      carrying value of this asset exceeds its estimated fair value, the Company
      will record an impairment loss to write the asset down to its estimated
      fair value.

      Income taxes -- The Company provides for deferred income taxes resulting
      from temporary differences between financial statement and income tax
      reporting. Temporary differences are differences between the amounts of
      assets and liabilities reported for financial statement purposes and their
      tax bases. Deferred tax liabilities are recognized for temporary
      differences that will be taxable in future years' tax returns. Deferred
      tax assets are recognized for temporary differences that will be
      deductible in future years' tax returns and for operating loss and tax
      credit carryforwards. Deferred tax assets are reduced by a valuation
      allowance if it is deemed more likely than not that some or all of the
      deferred tax assets will not be realized.

Federal Tax Considerations

      The Company has available net operating loss carryforwards ("NOLs"), which
may be used to reduce its Federal income tax liability. However, provisions
contained in the Internal Revenue Code of 1986, as amended (the "Code"), may
impose substantial limitations upon the Company's ability to utilize its NOLs.
For example, the Company may be subject to the so-called "alternative minimum
tax" which does not always permit full utilization of NOLs otherwise available.

      Limitations imposed by Section 382 of the Code upon the availability of
NOLs would apply if certain changes were to occur in ownership of the Company.
Thus, the Company's utilization of its carryforwards in the future may be
deferred and/or reduced if the Company undertakes further equity financings or
if certain other changes occur in the ownership of the Common Stock. Finally, if
the Company becomes an investment company subject to the Investment Company Act
of 1940, it will no longer be entitled to a deduction for NOLs. See "Business -
Net Operating Loss Carryforwards".


                                       14
<PAGE>

Recently Issued Accounting Standards

      In December 2003, the Financial Accounting Standards Board ("FASB") issued
a revision to Statement of Financial Accounting Standards ("SFAS") No. 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits". This
statement revises employers' disclosures about pension plans and other
postretirement benefit plans. It requires additional disclosures related to the
assets, obligations, cash flows, and net periodic benefit cost of defined
benefit pension plans and other defined benefit postretirement plans. It does
not change the measurement or recognition of those plans. This statement does
not impact the Company as it has no pension or other postretirement benefit
plans.

      In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 requires certain financial instruments that have both equity and
liability characteristics to be classified as a liability on the balance sheet.
SFAS No. 150 is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did
not have a material impact on the Company's consolidated financial statements.

      In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities". SFAS No. 149 clarifies the
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities". In particular, SFAS No. 149 clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a derivative
as described in SFAS 133. SFAS No. 149 also clarifies when a derivative contains
a financing component. SFAS No. 149 is generally effective for derivative
instruments entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. SFAS No. 149 became effective for
CRM beginning with our third quarter, 2003. The Company holds no derivative
instruments and does not engage in hedging activities.

      In January 2003, the FASB issued FASB Interpretation ("FIN") No. 46,
"Consolidation of Variable Interest Entities". FIN No. 46 clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements", and applies immediately to any variable interest entities created
after January 31, 2003 and to variable interest entities in which an interest is
obtained after that date. The Company holds no interest in variable interest
entities.

      In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others". FIN No. 45 requires a guarantor to recognize a
liability at the inception of the guarantee for the fair value of the obligation
undertaken in issuing the guarantee and include more detailed disclosure with
respect to


                                       15
<PAGE>

guarantees. The types of contracts the Company enters into that meet the scope
of this interpretation are financial and performance standby letters of credit
on behalf of wholly-owned subsidiaries. FIN No. 45 is effective for guarantees
issued or modified after December 31, 2002. The Company has no obligations
regarding FIN No. 45.

      In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which addresses financial
accounting and reporting for costs associated with exit or disposal activities.
Under this statement such costs will be recognized when the liability is
incurred, rather than at the date of commitment to an exit plan. SFAS No. 146 is
effective for exit or disposal activities that are initiated after December 31,
2002, with early application permitted. The adoption of SFAS No. 146 did not
have a material impact on the Company's consolidated financial statements.

      In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement clarifies guidance related to the reporting of
gains and losses from extinguishment of debt and resolves inconsistencies
related to the required accounting treatment of certain lease modifications. The
provisions of this statement relating to extinguishment of debt become effective
for financial statements issued for fiscal years beginning after May 15, 2002.
The provisions of this statement relating to lease modification are effective
for transactions occurring after May 15, 2002. The adoption of the provisions of
SFAS No. 145 did not have a material impact on the Company's consolidated
financial statements.

Risks and Other Considerations

      The risks and uncertainties described below are not the only ones facing
the Company. Additional risks and uncertainties not presently known to the
Company or currently deemed immaterial also may impair its business operations.
If any of the risks described below actually occur, the Company's business could
be impaired.

      From time to time, information provided by the Company or statements made
by its employees, or information provided in its filings with the Securities and
Exchange Commission may contain forward-looking information. Any statements
contained herein or otherwise made that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the foregoing,
the words "believes", "expects", "anticipates", "plans" and similar expressions
are intended to identify forward-looking statements. The Company's actual future
operating results or short-term or long-term liquidity may differ materially
from those projections or statements made in such forward-looking information as
a result of various risks and uncertainties, including but not limited to the
following in addition to those set forth elsewhere herein or in other filings
made by the Company with the Commission.

      Limited Operating History of CRM; Anticipated Losses and Negative Cash
Flow. The Company has been operating its business since January 1999, when it
acquired the assets of the CreditRisk Monitor credit


                                       16
<PAGE>

information service. Accordingly, CRM has a limited operating history on which
to base an evaluation of its business and prospects. The Company's prospects
must be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets such as online commerce. Such
risks for the Company include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks, the Company among other things, must maintain and increase its customer
base, implement and successfully execute its business and marketing strategy and
its expansion into new product markets, effectively integrate acquisitions and
other business combinations, continue to develop and upgrade its technology and
transaction-processing systems, improve its Web site, provide superior customer
service, respond to competitive developments and attract, retain and motivate
qualified personnel. There can be no assurance that the Company will be
successful in addressing such risks, and the failure to do so could have a
material adverse effect on the Company's business, prospects, financial
condition and results of operations.

      Since inception, CRM has incurred significant losses, and the Company may
continue to incur additional losses and negative cash flow at least for the
balance of 2004. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS."

      Unpredictability of Future Revenues and Profits; Potential Fluctuations in
Quarterly Operating Results. As a result of the Company's limited operating
history and the emerging nature of the markets in which it competes, the
Company's ability to accurately forecast its revenues, gross profits and
operating expenses as a percentage of net sales is limited. The Company's
current and future expense levels are based largely on its investment plans and
estimates of future revenues and to a large extent are fixed. Sales and
operating results generally depend on the Company's ability to attract and
retain customers and the volume of and timing of their subscriptions for the
Company's services, which are difficult to forecast. The Company may be unable
to adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in revenues in relation to the
Company's planned expenditures would have an immediate adverse effect on the
Company's business, prospects, financial condition and results of operations.
Further, as a strategic response to changes in the competitive environment, the
Company may from time to time make certain pricing, service, marketing or
acquisition decisions that could have a material adverse effect on its business,
prospects, financial condition and results of operations.

      Achieving profitability depends on the Company's ability to generate and
sustain substantially increased revenue levels. The Company believes that its
success will depend in large part on its ability to (i) extend its brand
position, (ii) provide its customers with outstanding value, and (iii) achieve
sufficient sales volume to realize economies of scale. Accordingly, the Company
intends to continue to invest in marketing and promotion, product development
and technology and operating infrastructure development. There can be no


                                       17
<PAGE>

assurance that the Company will be able to achieve these objectives within a
meaningful time frame.

      The Company expects to experience significant fluctuations in its future
quarterly operating results due to a variety of factors, some of which are
outside the Company's control. Factors that may adversely affect the Company's
quarterly operating results include, among others, (i) the Company's ability to
retain existing customers, attract new customers at a steady rate and maintain
customer satisfaction, (ii) the Company's ability to maintain gross margins in
its existing business and in future product lines and markets, (iii) the
development of new services and products by the Company and its competitors,
(iv) price competition, (v) the level of use of the Internet and online services
and increasing acceptance of the Internet and other online services for the
purchase of products such as those offered by the Company, (vi) the Company's
ability to upgrade and develop its systems and infrastructure, (vii) the
Company's ability to attract new personnel in a timely and effective manner,
(viii) the level of traffic on the Company's Web site, (ix) the Company's
ability to manage effectively its development of new business segments and
markets, (x) the Company's ability to successfully manage the integration of
operations and technology of acquisitions or other business combinations, (xi)
technical difficulties, system downtime or Internet brownouts, (xii) the amount
and timing of operating costs and capital expenditures relating to expansion of
the Company's business, operations and infrastructure, (xiii) governmental
regulation and taxation policies, (xiv) disruptions in service by common
carriers due to strikes or otherwise, (xv) risks of fire or other casualty,
(xvi) continued litigation costs or other unanticipated expenses, and (xvii)
general economic conditions and economic conditions specific to the Internet and
online commerce.

      Due to the foregoing factors and the Company's limited forecasting
abilities, the Company believes that period-to-period comparisons of its
revenues and operating results are not necessarily meaningful and should not be
relied on as an indication of future performance.

      Competition. The online commerce market, particularly over the Web, is
new, rapidly evolving and intensely competitive. The Company's current or
potential competitors include (i) companies now selling or who will be selling
credit analysis data, such as D&B which currently has the dominant position in
the industry and the financial resources to withstand substantial price
competition, and (ii) a number of indirect competitors that specialize in online
commerce or information or derive a substantial portion of the revenues from
online commerce or information, who may offer products, and many of which
possess significant brand awareness, sales volume and customer bases. The
Company believes that the principal competitive factors in its market are brand
recognition, selection, personalized services, convenience, price,
accessibility, customer service, quality of search tools, quality of editorial
and other site content and reliability and speed of delivery. Many of the
Company's competitors have longer operating histories, larger customer bases,
greater brand recognition and significantly greater financial, marketing and
other resources than


                                       18
<PAGE>

the Company. Certain of the Company's competitors may be able to secure data
from vendors on more favorable terms, devote greater resources to marketing and
promotional campaigns, adopt more aggressive pricing and devote substantially
more resources to Web site and systems development than the Company. Increased
competition may result in reduced operating margins, loss of market share and a
diminished brand franchise. There can be no assurance that the Company will be
able to compete successfully against current and future competitors.

      The Company expects that the competition in the Internet and online
commerce markets will intensify in the future. For example, as various Internet
market segments obtain large, loyal customer bases, participants in those
segments may seek to leverage their market power to the detriment of
participants in other market segments. In addition, new technologies and the
expansion of existing technologies may increase the competitive pressures on the
Company. Competitive pressures created by any one of the Company's competitors,
or by the Company's competitors collectively, could have a material adverse
effect on the Company's business, prospects, financial condition and results of
operations.

      Need for Additional Financing; Risks of Default. The Company's future
liquidity and capital funding requirements will depend on numerous factors,
including whether or when the Company will increase its customer base and
revenues, whether and when its litigation costs will cease or be substantially
reduced, and the costs and timing of expansion of sales, control of information
costs and other expenses and competition. There can be no assurance that
additional capital, if needed, will be available on terms acceptable to the
Company, or at all. Furthermore, any additional equity financing may be dilutive
to stockholders and may cause a loss or material limitation of the Company's NOL
carryovers, and debt financing may be unavailable in light of the first priority
liens which have been granted to secure the Company's note to the seller of the
assets of its credit information service and, if available, will likely include
restrictive covenants, including financial maintenance covenants restricting the
Company's ability to incur additional indebtedness and to pay dividends. The
failure of the Company to raise capital on acceptable terms when needed could
have a material adverse effect on the Company.

      There can be no assurance that the Company will be able to meet its debt
service obligations. In the event the Company's cash flow is inadequate to meet
its obligations, the Company could face substantial liquidity problems. If the
Company is unable to generate sufficient cash flow or otherwise obtain funds
necessary to make required payments, or if the Company otherwise fails to comply
with the various covenants in its indebtedness, it would be in default under the
terms thereof, which would permit the holders of such indebtedness to accelerate
the maturity of such indebtedness and to foreclose on its collateral, which
could cause defaults under other indebtedness of the Company. Any such default
could have a material adverse effect on the Company's business, prospects,
financial condition and results of operations.


                                       19
<PAGE>

      System Development and Operation Risks. Any system interruptions that
result in the unavailability of the Company's Web site would reduce the
attractiveness of the Company's service offerings. The Company has experienced
periodic system interruptions, which it believes will continue to occur from
time to time. The Company will be required to add additional software and
hardware and further develop and upgrade its existing technology and network
infrastructure to accommodate increased traffic on its Web site resulting from
increased sales volume. Any inability to do so may cause unanticipated system
disruptions, slower response times, degradation in levels of customer service,
impaired quality, or delays in reporting accurate financial information. There
can be no assurance that the Company will be able to accurately project the rate
or timing of increases, if any, in the use of its Web site or in a timely manner
to effectively upgrade and expand its systems or to integrate smoothly any newly
developed or purchased modules with its existing systems. Any inability to do so
could have a material adverse effect on the Company's business, prospects,
financial condition and results of operations.

      Substantially all the Company's computer and communications hardware is
located at a single leased facility in Floral Park, New York. The Company's
systems and operations are vulnerable to damage or interruption from fire,
flood, power loss, telecommunications failure, break-ins, earthquake and similar
events. The Company does not currently have redundant systems or a formal
disaster recovery plan and does not have sufficient business interruption
insurance to compensate it for losses that may occur. Despite the implementation
of network security measures by the Company, its servers are vulnerable to
computer viruses, physical or electronic break-ins and similar disruptions,
which could lead to interruptions, delays, loss of critical data or the
inability to accept and fulfill customer orders. The occurrence of any of the
foregoing events could have a material adverse effect on the Company's business,
prospects, financial condition and results of operations.

      Management of Potential Growth. To manage the expected growth of its
operations and personnel, the Company will be required to improve existing and
implement new operational and financial systems, procedures and controls, as
well as to expand, train and manage its growing employee base. There can be no
assurance that the Company's current and planned personnel, systems, procedures
and controls will be adequate to support the Company's future operations, that
management will be able to hire, train, retain, motivate and manage required
personnel or that Company management will be able to successfully identify,
manage and exploit existing and potential market opportunities. If the Company
is unable to manage growth effectively, such inability could have a material
adverse effect on the Company's business, prospects, financial condition and
results of operations.

      Limited Personnel. The Company currently has limited personnel and other
resources to undertake the extensive marketing activities necessary to market
CRM. The Company's ability to generate revenue from its CRM business will be
dependent upon, among other things, its ability to manage an effective sales
organization. The Company will


                                       20
<PAGE>

need to continue to develop and expand a sales force and a marketing group with
technical expertise to coordinate marketing efforts. In addition, there can be
no assurance that the Company will be able to market its products or services
effectively through an in-house sales force, independent sales representatives,
through arrangements with an outside sales force, or through strategic partners.

      Risks of New Business Areas. The Company over time intends to expand its
operations by continuing to promote new or complementary products or formats and
by expanding the breadth and depth of its product or service offerings.
Expansion of the Company's operations in this manner will require significant
additional expense and development, operations and editorial resources and could
strain the Company's management, financial and operational resources. There can
be no assurance that the Company will be able to expand its operations in a
cost-effective or timely manner. Furthermore, any new business launched by the
Company that is not favorably received by customers could damage the Company's
reputation or the CRM brand. The lack of market acceptance of such efforts or
the Company's inability to generate satisfactory revenues from such expanded
services or products to offset their cost could have a material adverse effect
on the Company's business, prospects, financial condition and results of
operations. Gross margins attributable to new business areas may be lower than
those associated with the Company's existing business activities.

      Risks of Business Combinations and Strategic Alliances. The Company may
choose to expand its operations or market presence by entering into business
combinations, investments, joint venture or other strategic alliances with third
parties. Any such transaction will be accompanied by risks commonly encountered
in such transactions, which include, among others, the difficulty of
assimilating the operations, technology and personnel of the combined companies,
the potential disruption of the Company's ongoing business, the possible
inability to retain key technical and managerial personnel, the potential
inability of management to maximize the financial and strategic position of the
Company through the successful integration of acquired businesses, additional
expenses associated with amortization of purchased intangible assets, additional
operating losses and expenses associated with the activities and expansion of
acquired businesses, the maintenance of uniform standards, controls and policies
and the possible impairment of relationships with existing employees and
customers. There can be no assurance that the Company will be successful in
overcoming these risks or any other problems encountered in connection with such
business combinations, investments, joint ventures or other strategic alliances,
or that such transactions will not have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.

      Rapid Technological Change. To remain competitive, the Company must
continue to enhance and improve the responsiveness, functionality and features
of its data analysis services. The Internet and the online commerce industry are
characterized by rapid technological change, changes in user and customer
requirements and preferences, frequent new products and service introductions
embodying new


                                       21
<PAGE>

technologies and the emergence of new industry standards and practices that
could render the Company's existing Web site and proprietary technology and
systems obsolete. The Company's success will depend, in part, on its ability to
license leading technologies useful in its business, enhance its existing
services, develop new services and technology that address the increasingly
sophisticated and varied needs of its prospective customers and respond to
technological advances and emerging industry standards and practices on a
cost-effective and timely basis. The development of a Web site and other
proprietary technology entails significant technical, financial and business
risks. There can be no assurance that the Company will successfully implement
new technologies or adapt its Web site, proprietary technology and
transaction-processing systems to customer requirements or emerging industry
standards. If the Company is unable, for technical, legal, financial or other
reasons, to adapt in a timely manner in response to changing market conditions
or customer requirements, such inability could have a material adverse effect on
the Company's business, prospects, financial condition and results of
operations.

      Dependence on Key Personnel. The Company's performance is substantially
dependent on the continued services and on the performance of its senior
management and other key personnel. The Company does not have long-term
employment agreements with any of its key personnel and maintains no "key
person" life insurance policies. The loss of the services of its executive
officers or other key employees could have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.

      Reliance on Certain Suppliers. The Company purchases its data and/or
credit reports from a limited number of vendors under agreements having terms of
18 months or less. The Company has no longer-term contracts or arrangements with
any vendor of data that guarantee the availability of data, the continuation of
particular payment terms or the extension of credit. Nevertheless, the Company
believes that it would be able to obtain the necessary data from other sources,
at competitive prices, should it become necessary or advisable to do so. There
can be no assurance, however, that the Company's vendors will continue to supply
data to the Company on current terms or that the Company will be able to
establish new or extend current vendor relationships to ensure acquisition of
information in a timely and efficient manner and on acceptable commercial terms.
If the Company were unable to maintain or develop relationships with vendors
that would allow it to obtain sufficient quantities of reliable information on
acceptable commercial terms, such inability could have a material adverse effect
on the Company's business, prospects, financial condition and results of
operations.

      Risk of Expansion and Implementation of Growth Strategy. The Company's
growth and expansion have placed, and may continue to place, a strain on the
Company's management, administrative, operational, financial and technical
resources and increased demands on its systems and controls. Demands on the
Company's network resources and technical staff and resources have grown rapidly
with the Company's expanding customer bases. A failure to effectively provide
customer and


                                       22
<PAGE>

technical support services will adversely affect the Company's ability to
attract and maintain its customer base. The Company expects to experience
continued strain on its operational systems as it develops, operates and
maintains its network. Expected increases in the Company's Internet client base
will produce increased demands on sales, marketing and administrative resources,
its engineering and technical resources, and its customer and technical support
resources. The Company believes that it will need, both in the short-term and
the long-term, to hire additional sales and marketing and technical personnel as
well as qualified administrative and management personnel in the accounting and
finance areas to manage its financial control systems. In addition, the Company
will need to hire or to train managerial and support personnel. Although the
Company has hired additional personnel and upgraded certain of its systems,
there can be no assurance that the Company's administrative, operating and
financial control systems, infrastructure, personnel and facilities will be
adequate to support the Company's future operations or maintain and effectively
adapt to future growth.

      There can be no assurance that the Company will be able to build its
infrastructure, add services, expand its customer bases or implement the other
features of its business strategy at the rate or to the extent presently
planned, or that its business strategy will be successful. The Company's ability
to continue to grow may be affected by various factors, many of which are not
within the Company's control, including U.S. and foreign regulation of the
Internet industry, competition and technological developments. The inability to
continue to upgrade the networking systems or the operating and financial
control systems, the inability to recruit and hire necessary personnel or the
emergence of unexpected expansion difficulties could have a material adverse
effect on the Company's business, prospects, financial condition and results of
operations.

      Risks of Network Failure. The success of the Company is largely dependent
on its ability to deliver high quality, uninterrupted access to its product over
the Internet. Any system or network failure that causes interruptions in the
Company's Internet operations could have a material adverse effect on the
business, financial condition or results of operations of the Company. The
Company's operations are dependent on its ability to successfully expand its
network and integrate new and emerging technologies and equipment into its
network, which are likely to increase the risk of system failure and cause
unforeseen strain upon the network. The Company's operations also are dependent
on the Company's protection of its hardware and other equipment from damage from
natural disasters such as fires, floods, hurricanes, and earthquakes, or other
sources of power loss, telecommunications failures or similar occurrences.

      Significant or prolonged system failures could damage the reputation of
the Company and result in the loss of customers. Such damage or losses could
have a material adverse effect on the Company's ability to obtain new
subscribers and customers, and on the Company's business, prospects, financial
condition and results of operations.


                                       23
<PAGE>

      Security Risks. Despite the implementation of network security measures by
the Company, such as limiting physical and network access to its routers, its
Internet access systems and information services are vulnerable to computer
viruses, break-ins and similar disruptive problems caused by its customers or
other Internet users. Such problems caused by third parties could lead to
interruption, delays or cessation in service to the Company's Internet
customers. Furthermore, such inappropriate use of the Internet by third parties
could also potentially jeopardize the security of confidential information
stored in the computer systems of the Company's customers and other parties
connected to the Internet, which may deter potential subscribers. Persistent
security problems continue to plague public and private data networks. Recent
break-ins, "worms" and "viruses" reported in the press and otherwise have
reached computers connected to the Internet at major corporations and Internet
access providers and have involve the theft of information, including incidents
in which hackers bypassed firewalls by posing as trusted computers. Alleviating
problems caused by computer viruses, worms, break-ins or other problems caused
by third parties may require significant expenditures of capital and resources
by the Company, which could have a material adverse effect on the Company. Until
more comprehensive security technologies are developed, the security and privacy
concerns of existing and potential customers may inhibit the growth of the
Internet service industry in general and the Company's customer base and
revenues in particular. Moreover, if the Company experiences a breach of network
security or privacy, there can be no assurance that the Company's customers will
not assert or threaten claims against the Company based on or arising out of
such breach, or that any such claims will not be upheld, which could have a
material adverse effect on the Company's business, prospects, financial
condition and results of operations.

      Disallowance of NOL Carryovers. As of December 31, 1998, the Company had
approximately $13.9 million of net operating loss ("NOL") carryovers. As of
December 31, 2003, the Company had approximately $7.1 million of NOL carryovers,
including the balance remaining of the 1998 carryovers, expiring in varying
amounts over the following twenty (20) years, which it believes may be available
to shelter future taxable income, if any. While the Company's view is predicated
upon the advice of counsel, the Company does not intend to seek a ruling from
the Internal Revenue Service ("IRS") as to the availability of its NOLs and
neither the Company's views nor counsel's advice is binding on the IRS.
Moreover, counsel's advice is in turn predicated on the accuracy of certain
factual assumptions, including assumptions as to the value of its respective
preferred and common equity interests as of certain relevant dates, which are in
turn based upon the opinion of the independent directors of the Company. Since
these factual determinations are important to the tax conclusions, a ruling on
this issue would not be available from the IRS, since it does not issue rulings
on factual issues. There can be no assurance that such assumptions would be
sustained if challenged by the IRS. If a successful challenge were maintained,
then the sale of shares of common stock in the 1999 Private Placement, together
with other "owner-shifts" within the prior three years, could have resulted in
an "ownership change", in which event the NOL carryovers would be lost in


                                       24
<PAGE>

their entirety. In addition, the issuance of shares of common stock in the 2003
Private Placement, and future issuances by the Company of its equity securities,
could result in an "ownership change" which, depending upon the timing thereof,
would in turn cause a limitation on the amount of NOL carryovers which can be
used in any one year. Any inability to utilize these NOLs or any material
limitation on their availability would adversely effect the Company's after-tax
cash flow and, accordingly, its financial condition and results of operations.

      Risks Associated with Domain Names. The Company currently utilizes its
domain name "CreditRiskMonitor.com" in its business. The acquisition and
maintenance of domain names generally is regulated by governmental agencies and
their designees. For example, in the United States, the National Science
Foundation has appointed Network Solutions, Inc. as the exclusive registrar for
the ".com", ".net" and ".org" generic top-level domains. The regulation of
domain names in the United States and in foreign countries is subject to change.
Governing bodies may establish additional top-level domains, appoint additional
domain name registrars or modify the requirements for holding domain names. As a
result, there can be no assurance that the Company will be able to acquire or
maintain relevant domain names in the United States and all other countries in
which it may conduct business. Furthermore, the relationship between regulations
governing domain names and laws protecting trademarks and similar proprietary
rights is unclear. The Company, therefore, may be unable to prevent third
parties from acquiring domain names that are similar to, infringe upon or
otherwise decrease the value of its trademarks and other proprietary rights. Any
such inability could have a material adverse effect on the Company's business,
prospects, financial condition and results of operations.

      Governmental Regulation and Legal Uncertainties. The Company is not
currently subject to direct regulation by any domestic or foreign governmental
agency, other than regulations applicable to businesses generally and laws or
regulations directly applicable to access to online commerce. However, due to
the increasing popularity and use of the Internet and other online services, it
is possible that a number of laws and regulations may be adopted with respect to
the Internet or other online services covering issues such as user privacy,
pricing, content, copyrights, distribution and characteristics and quality of
products and services. Furthermore, the growth and development of the market for
online commerce may prompt calls for more stringent consumer protection laws
that may impose additional burdens on those companies conducting business
online. The adoption of any additional laws or regulations may decrease the
growth of the Internet or other online services, which could, in turn, decrease
the demand for the Company's products and services and increase the Company's
cost of doing business, or otherwise have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
Moreover, the applicability to the Internet and other online services of
existing laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is uncertain and
may take years to resolve. Any such new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do no
currently apply to the Company's


                                       25
<PAGE>

business, or the application of existing laws and regulations to the Internet
and other online services could have a material adverse effect on the Company's
business, prospects, financial condition and results of operations.

      Proprietary Rights. The Company relies and expects to continue to rely on
a combination of copyright, trademark and trade secret laws and contractual
restrictions to establish and protect its technology. The Company does not
currently have any issued patents or registered copyrights.

      The Company has a policy to require employees and consultants to execute
confidentiality and technology ownership agreements upon the commencement of
their relationships with the Company. There can be no assurance that the steps
taken by the Company will be adequate to prevent misappropriation of its
technology or other proprietary rights, or that the Company's competitors will
not independently develop technologies that are substantially equivalent or
superior to the Company's technology. There can be no assurance that the
Company's trademark applications will result in any trademark registrations, or
that, if registered, any registered trademark will be held valid and enforceable
if challenged.

      In addition, to the extent the Company becomes involved in litigation to
enforce or defend its intellectual property rights, as it has in its outstanding
litigation against a competitor and former employee, such litigation is now and
in future can be a lengthy and costly process causing diversion of effort and
resources by the Company and its management with no guarantee of success.

ITEM 7. FINANCIAL STATEMENTS.

      The information required by Item 7, and an index thereto, appears at pages
F-1 to F-18 (inclusive) of this Report on Form 10-KSB.

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

      Effective September 13, 2002, upon the recommendation of the Company's
audit committee, the Company engaged BDO Seidman, LLP ("BDO") as its independent
public accountants to audit its financial statements for the year ended December
31, 2002. BDO replaced Arthur Andersen LLP who were dismissed by the Company on
August 8, 2002.

      During the years ended December 31, 2001 and 2000 there were no
disagreements with Arthur Andersen LLP on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.

ITEM 8A. CONTROLS AND PROCEDURES.

      The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the


                                       26
<PAGE>

Securities Exchange Act of 1934, as amended) as of the end of the period covered
by this report. Based on that evaluation, the Company's Chief Executive Officer
and Chief Financial Officer have concluded that, as of the end of such period,
the Company's disclosure controls and procedures are effective.

      There have not been any changes in the Company's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended) during our fiscal fourth
quarter that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.


                                       27
<PAGE>

                                    PART III

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

Directors and Executive Officers

      The following table sets forth certain information with respect to the
directors and executive officers of the Company and the period such persons held
their respective positions with the Company.

<TABLE>
<CAPTION>
============================================================================================
                                          Principal Occupation/Position       Officer or
            Name             Age                Held with Company              Director
                                                                                 Since
--------------------------------------------------------------------------------------------
<S>                           <C>        <C>                                     <C>
Jerome S. Flum                63         Chairman of the                         1983
                                         Board/President/
                                         Chief Executive Officer
--------------------------------------------------------------------------------------------
Lawrence Fensterstock         53         Senior Vice President/Chief             1999
                                         Financial Officer/
                                         Secretary
--------------------------------------------------------------------------------------------
Richard J. James              64         Director                                1992
--------------------------------------------------------------------------------------------
Leslie Charm                  60         Director                                1994
============================================================================================
</TABLE>

      Jerome S. Flum was appointed President and Chief Executive Officer of the
Company and Chairman of the Board of Directors in June 1985. From 1968 to 1985,
Mr. Flum was in the investment business as an institutional security analyst,
research and sales partner at an investment firm and then as a general partner
of a private investment pool. Before entering the investment business Mr. Flum
practiced law, helped manage a U.S. congressional campaign and served as a legal
and legislative aide to a U.S. congressman. Mr. Flum received a BS degree in
Business Administration from Babson College and a JD degree from Georgetown
University Law School.

      Lawrence Fensterstock became an employee and was elected to his current
offices in January 1999. He joined Information Clearinghouse Incorporated
("ICI") in 1993 and was closely involved in the formation of its credit
reporting service. In addition to being responsible for the publication of the
various facets of the credit reporting service, he was chief operating and
financial officer of ICI. Upon leaving ICI, in 1996, he joined Market Guide to
assist in the formation of its credit information services division. From August
1989 through October 1992, he was vice president-controller, treasurer and
corporate secretary for a private entity formed to acquire Litton Industries'
office products operations in a leveraged buyout. There, he spent 2-1/2 years
acting as de facto chief financial officer. Mr. Fensterstock is a certified
public accountant who began his career in 1973 with Arthur Andersen LLP. He has
an MBA degree from The University of Chicago Business School and a BA degree
from Queens College.


                                       28
<PAGE>

      Richard James is retired after serving as the Technical Manager for
Polaroid Corporation's Consumer Hardware Division Corporation from 1980 until
2002, encompassing manufacturing plants in Scotland, China and the United
States. In this role he was responsible for increasing the business performance
of Polaroid's instant consumer cameras through improved manufacturing processes
and product redesigns. From 1968 through 1979, Mr. James was President of James
Associates, a group of businesses involving accounting and tax preparation,
small business consulting, real estate sales and rentals, and retail jewelry
sales. Mr. James is a founding Board member and VP Finance of the Boston Chapter
of the Society of Concurrent Product Development. Mr. James holds a BS in
Chemical Engineering from Northeastern University and has completed extensive
managerial and technical subjects.

      Leslie Charm has been, since 1972, a partner in the firm of Youngman &
Charm, a firm specializing in assisting companies that are experiencing
operating and/or financial problems and also advises entrepreneurs in the
growing of companies. From 1989 to the present, he has been a director of Moto
Photo, Inc., a publicly-held international franchisor of imaging centers which
filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code
in November 2002. Mr. Charm is an adjunct professor in entrepreneurial finance
at Babson College and is a graduate of the Harvard Business School.

      The Company's By-Laws provide that (a) directors shall be elected to hold
office until the next annual meeting of stockholders and that each director,
including a director elected to fill a vacancy, shall hold office until the
expiration of the term for which the director was elected and until a successor
has been elected, and (b) officers shall hold office until their successors are
chosen by the Board of Directors, except that the Board may remove any officer
at any time.

The Audit Committee

      The Audit Committee shall assist the Board of Directors in fulfilling its
responsibility to the shareholders, potential shareholders and investment
community relating to corporate accounting, reporting practices of the Company
and the quality and integrity of the Company's financial reporting. To fulfill
its purposes, the Committee's duties shall include to:

      o     Appoint, evaluate, compensate, oversee the work of, and if
            appropriate terminate, the independent auditor, who shall report
            directly to the Committee.

      o     Approve in advance all audit engagement fees and terms of engagement
            as well as all audit and non-audit services to be provided by the
            independent auditor.

      o     Engage independent counsel and other advisors, as it deems necessary
            to carry out its duties.


                                       29
<PAGE>

      The Audit Committee currently consists of its outside directors - Richard
James and Leslie Charm, both of whom are audit committee financial experts and
are independent, as such terms are defined by the SEC.

Compliance with Section 16(a) of the of 1934

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Such persons are required by SEC regulation to furnish the Company with copies
of all Section 16(a) reports they file.

      To the Company's knowledge, based solely on its review of the copies of
such reports received by it with respect to fiscal 2003, or written
representations from certain reporting persons, the Company believes that all
filing requirements applicable to its directors, officers and persons who own
more than 10% of a registered class of the Company's equity securities have been
timely complied with.

Code of Ethics

      CRM's Board of Directors has adopted a Code of Ethics for its Principal
Executive Officer and Senior Financial Officers. This Code applies to the
Company's Chief Executive Officer and Chief Financial Officer (who also is the
Company's principal accounting officer). This Code is filed as an exhibit to
this report.

ITEM 10. EXECUTIVE COMPENSATION.

      The following table shows all cash compensation paid or to be paid by the
Company during the fiscal years indicated to the chief executive officer and all
other executive officers of the Company as of the end of the Company's last
fiscal year.


                                       30
<PAGE>

<TABLE>
<CAPTION>
=================================================================================================================
                                           SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------
                                            Annual Compensation(4)                   Long-Term Compensation
-----------------------------------------------------------------------------------------------------------------
                                                                   Other          Number of
                                                                  Annual         Securities
                                                                  Compen-        Underlying          All Other
   Name and Principal Position    Year         Salary(2)         sation(3)         Options         Compensation
-----------------------------------------------------------------------------------------------------------------
<S>                               <C>       <C>                <C>                 <C>                 <C>
Jerome S. Flum, Chairman,         2003      $115,200(1)(3)     $      --            5,000              None
President and Chief Executive     2002      $120,905(1)(3)     $      --               --              None
Officer                           2001      $125,000(1)        $      --           15,000              None
-----------------------------------------------------------------------------------------------------------------

Lawrence Fensterstock, Senior     2003      $140,000           $      --            5,000              None
Vice President                    2002      $150,000           $      --               --              None
                                  2001      $150,000           $      --           15,000              None
=================================================================================================================
</TABLE>

(1) Beginning January 20, 1999 and continuing through June 30, 2003, Mr. Flum
was being compensated by the Company at the rate of $150,000 per annum, of which
$12,500, $25,000 and $25,000 was deferred in 2003, 2002 and 2001, respectively.
In addition, during 2003 and 2002, Mr. Flum elected to receive a portion of his
salary in the form of other non-cash compensation. Effective July 1, 2003, Mr.
Flum elected to discontinue the accrual of any future deferral. The cumulative
amount deferred through December 31, 2003 is $238,750, which is non-interest
earning. The accrued amount is payable at such time as the Company achieves
sustainable cash flow breakeven or until the MGI Note has been paid in full,
whichever occurs sooner. The full amount of his compensation, including the
deferred portion, is reflected in the Company's financial statements.

(2) Amounts shown prior to salary reductions under the Company's Health Plan and
compensation deferred under the Company's 401(k) Plan.

(3) The aggregate amount of other annual compensation for each named individual
did not equal or exceed the threshold for reporting herein (i.e., the lesser of
either $50,000 or 10% of the total of such individual's annual salary and
bonus).

(4) No Bonus was paid during the past three fiscal years.

Directors' Fees

      Commencing September 1994, non-employee directors receive $450 for each
Board of Directors' meeting attended, up to a maximum payment of $1,800 per
Director per calendar year. During 2003 and 2001, non-qualified options to
purchase 3,500 and 3,000 shares of Common Stock, respectively, at a purchase
price of $1.00 per share, were granted to each of the two non-employee
directors.

Compensation Pursuant to Stock Option Plans

      The following table sets forth all stock options granted to the Company's
executive officers during the last fiscal year.


                                       31
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================
                              OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
------------------------------------------------------------------------------------------------------
                                                             Individual Grants
------------------------------------------------------------------------------------------------------
                                 Number of              Percent of
                                 Securities           Total Options         Exercise
                                Underlying              Granted to          or Base
                                  Options             Employees in            Price      Expiration
           Name                  Granted (#)           Fiscal Year           ($/Sh)         Date
------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                 <C>         <C>
Jerome S. Flum                      5,000                 25.00%              $1.00       7/31/2008
------------------------------------------------------------------------------------------------------
Lawrence Fensterstock               5,000                 25.00%              $1.00       7/31/2013
======================================================================================================
</TABLE>

(1) No stock appreciation rights were granted to the executive officers in
fiscal 2003.

      All of the options granted may be exercised after three years in
installments upon the Company attaining certain specified gross revenue and
pre-tax profit margin objectives as set forth in the table below, unless such
objectives are modified in the sole discretion of the Board of Directors. In
order to achieve the vesting of the applicable percentage of options at each
level, both the minimum sales amount and the pre-tax operating margin tests for
that level must be met.

<TABLE>
<CAPTION>
===========================================================================================================
                             MINIMUM ANNUAL
--------------------------------------------------------------
                                          Pre-Tax Operating             Options            Cumulative
   Level          Gross Sales                  Margin                   Vested           Options Vested
-----------------------------------------------------------------------------------------------------------
<S>               <C>                            <C>                     <C>                  <C>
     1            $ 3 Million                    20%                      6.7%                 6.7%
-----------------------------------------------------------------------------------------------------------
     2            $ 4 Million                    23%                      6.7%                13.4%
-----------------------------------------------------------------------------------------------------------
     3            $ 5 Million                    27%                     10.0%                23.4%
-----------------------------------------------------------------------------------------------------------
     4            $ 6 Million                    36%                     10.0%                33.4%
-----------------------------------------------------------------------------------------------------------
     5            $7.5 Million                   39%                     13.3%                46.7%
-----------------------------------------------------------------------------------------------------------
     6            $ 9 Million                    42%                     13.3%                60.0%
-----------------------------------------------------------------------------------------------------------
     7            $ 11 Million                   45%                     16.6%                76.6%
-----------------------------------------------------------------------------------------------------------
     8            $ 14 Million                   48%                     16.6%                93.2%
-----------------------------------------------------------------------------------------------------------
     9            $ 17 Million                   48%                      6.8%               100.0%
===========================================================================================================
</TABLE>

      Notwithstanding that the objectives may not have been met in whole or in
part, each of the foregoing performance-based options will vest in full on a
date which is two years prior to the expiration date of the option or, in the
event of a change in control, will vest in full at the time of such change in
control.


                                       32
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
                  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------
                       Shares                     Number of Securities Underlying            Value of Unexercised
                      Acquired                     Unexercised Options at Fiscal       In-the-Money Options at Fiscal
                         on            Value                Year-End (#)                        Year-End ($)(1)
                      Exercise       Realized     --------------------------------------------------------------------
      Name               (#)            ($)         Exercisable    Un-exercisable     Exercisable     Un-exercisable
----------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>               <C>            <C>                <C>            <C>
Jerome S. Flum          75,000        $24,742           -0-             20,000            -0-              $-0-
----------------------------------------------------------------------------------------------------------------------
Lawrence                 -0-            -0-             -0-            170,000            -0-            $59,985
Fensterstock
======================================================================================================================
</TABLE>

(1) Represents the amount by which the closing price on December 31, 2003
($0.40) exceeded the exercise prices of unexercised options.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

      The following table sets forth as of March 9, 2004 information regarding
the beneficial ownership of the Company's voting securities (i) by each person
who is known to the Company to be the owner of more than five percent of the
Company's voting securities, (ii) by each of the Company's directors and
executive officers, and (iii) by all directors and executive officers of the
Company as a group. Except as indicated in the following notes, the owners have
sole voting and investment power with respect to the shares:

<TABLE>
<CAPTION>
=========================================================================================
                                                                        Percentage of
                                         Number of Shares                Outstanding
                 Name                   of Common Stock(1)               Common Stock
-----------------------------------------------------------------------------------------
<S>                                         <C>                             <C>
Flum Partners(2)                            4,897,128                       65.47%
-----------------------------------------------------------------------------------------
Jerome S. Flum                              5,160,353(3)(4)                 68.98%
-----------------------------------------------------------------------------------------
Richard J. James                               37,000                       -----*
-----------------------------------------------------------------------------------------
Leslie Charm                                   37,000                       -----*
-----------------------------------------------------------------------------------------
All directors and officers                  5,234,353(3)(4)                 69.97%
(as a group (4 persons))
=========================================================================================
</TABLE>

*less than 1%


                                       33
<PAGE>

(1) Does not give effect to (a) options to purchase 380,000 shares of Common
Stock granted to 10 officers and employees pursuant to the 1998 Long Term
Incentive Plan of the Company, (b) options to purchase an aggregate of 6,500
shares granted to each of the non-employee directors pursuant to the 1998 Long
Term Incentive Plan of the Company, and (c) options to purchase 3,000 shares of
Common Stock granted to a consultant pursuant to the 1998 Long Term Incentive
Plan of the Company. All of the foregoing options are not exercisable within
sixty days. Includes 2,000 shares of Common Stock issued to Flum Partners in
consideration of loans to the Company. Includes options to purchase 73,000
shares of Common Stock granted to non-employee directors which are immediately
exercisable.

(2) The sole general partner of Flum Partners is Jerome S. Flum, Chairman of the
Board, President and Chief Executive Officer of the Company.

(3) Includes 4,897,128 shares owned by Flum Partners, of which Mr. Flum is the
sole general partner, which are also deemed to be beneficially owned by Mr. Flum
because of his power, as sole general partner of Flum Partners, to direct the
voting of such shares held by the partnership. Mr. Flum disclaims beneficial
ownership of the shares owned by Flum Partners. The 5,160,353 shares of Common
Stock, or 68.98% of the outstanding shares of Common Stock, may also be deemed
to be owned, beneficially and collectively, by Flum Partners and Mr. Flum, as a
"group", within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Act").

(4) Includes 2,000 shares of common stock owned by a grandchild of Mr. Flum, the
beneficial ownership of which is disclaimed by Mr. Flum.

      The Company's equity compensation plans approved by stockholders include
the 1998 Long-Term Incentive Plan and the 1985 SAR and Non-Qualified Stock
Option Plan.

      The following table summarizes information about the Company's common
stock that may be issued upon the exercise of options, warrants and rights under
all of our equity compensation plans as of December 31, 2003.


                                       34
<PAGE>

<TABLE>
<CAPTION>
========================================================================================================
                                                                                          Number of
                                                                                         securities
                                                                                          remaining
                                                                                       available for
                                                Number of                                  future
                                               securities          Weighted            issuance under
                                              to be issued         average                 equity
                                                  upon          exercise price          compensation
                                               exercise of            of                    plans
                                               outstanding        outstanding            (excluding
                                                options,           options,              securities
                                              warrants and         warrants             reflected in
       Plan category                             rights           and rights            first column)
--------------------------------------------------------------------------------------------------------
<S>                                             <C>                  <C>                  <C>
 Equity compensation plans
 approved by stockholders                       469,000              $0.7721              1,032,000
--------------------------------------------------------------------------------------------------------
 Equity compensation plans
 not approved by stockholders                        --                  --                      --
--------------------------------------------------------------------------------------------------------
 Total                                          469,000              $0.7721              1,032,000
========================================================================================================
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      There were no such reportable relationships or related transactions in
2003.

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

(a)   Exhibits

      2     -     Copy of the Asset Purchase Agreement dated December 29, 1998.
                  (4)

      3(i)  -     Copy of the Company's Amended and Restated Articles of
                  Incorporation dated as of May 7, 1999. (6)

      3(ii) -     Copy of the Company's By-Laws as amended April 27, 1987. (1)

      10-A  -     Copy of Company's 1985 SAR and Non-Qualified Stock Option
                  Plan. (2)

      10-B  -     Copy of 1988 Amendments to Company's 1985 SAR and
                  Non-Qualified Stock Option Plan. (3)

      10-C  -     Copy of Company's 1998 Long-Term Incentive Plan. (5)

      14*   -     CreditRiskMonitor.com, Inc. Code of Ethics for Principal
                  Executive Officer and Senior Financial Officers

      31.1* -     Certification of Chief Executive Officer

      31.2* -     Certification of Chief Financial Officer

      32.1* -     Certification of Chief Executive Officer Pursuant to 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

      32.2* -     Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

(1)   Filed as an Exhibit to Registrant's Annual Report on Form 10-K for the
      fiscal year ending December 31, 1988 (File No.0-10825) and incorporated
      herein by reference thereto.


                                       35
<PAGE>

(2)   Filed as an Exhibit to Registrant's Registration Statement on Form S-2
      (File No. 33-17446) and incorporated herein by reference thereto.

(3)   Filed as an Exhibit to Registrant's Annual Report on Form 10-K for the
      fiscal year ending December 31, 1989 (File No. 0-10825) and incorporated
      herein by reference thereto.

(4)   Filed as an Exhibit to Registrant's Report on Form 8-K dated January 19,
      1999 (File No. 1-10825) and incorporated herein by reference thereto.

(5)   Filed as an Exhibit to Registrant's Annual Report on Form 10-KSB for the
      fiscal year ending December 31, 1998 (File No. 0-10825) and incorporated
      herein by reference thereto.

(6)   Filed as an Exhibit to Registrant's Annual Report on Form 10-KSB for the
      fiscal year ending December 31, 1999 (File No. 1-10825) and incorporated
      herein by reference thereto.

*     Filed herewith.

                        DOCUMENTS AVAILABLE UPON REQUEST

      All exhibits indicated above are available upon request and payment of a
reasonable fee approximating the Company's cost of providing and mailing the
exhibits by writing to:

      Office of the Secretary, CreditRiskMonitor.com, Inc., 110 Jericho
Turnpike, Suite 202, Floral Park, NY 11001-2019.

(b) Reports on Form 8-K

      None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

      BDO Seidman, LLP's aggregate fees billed or billable for professional
services rendered for the audit of the Company's annual financial statements for
the 2003 fiscal year and the review of the financial statements included in the
Company's Forms 10-QSB for the 2003 fiscal year were $30,000. The engagement of
BDO Seidman, LLP for the 2003 fiscal year and the scope of audit-related
services, including the audit and reviews described above, were all pre-approved
by the audit committee.

      BDO Seidman, LLP's aggregate fees billed for professional services
rendered for the audit of the Company's annual financial statements for the 2002
fiscal year and the review of the financial statements included in the Company's
Forms 10-QSB for the 2002 fiscal year were $24,000. The engagement of BDO
Seidman, LLP for the 2002 fiscal year and the scope of audit-related services,
including the audit and reviews described above, were all pre-approved by the
audit committee.

      The policy of the audit committee is to pre-approve the engagement of the
Company's independent auditors and the furnishing of all audit and non-audit
services.


                                       36
<PAGE>

Audit-Related Fees

      BDO Seidman, LLP did not provide any other assurance or related services
in the 2003 or 2002 fiscal years except as described under the caption "Audit
Fees".

Tax Fees

      BDO Seidman, LLP's aggregate fees for all tax related services for the
2003 fiscal year were $6,000 for tax preparation services.

      BDO Seidman, LLP's aggregate fees for all tax related services for the
2002 fiscal year were $5,000 for tax preparation services.

All Other Fees

      BDO Seidman, LLP did not provide any products or services in the 2003 or
2002 fiscal years other than as described above.


                                       37
<PAGE>

                                   SIGNATURES

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

                           CREDITRISKMONITOR.COM, INC.
                                  (REGISTRANT)


Date: March 30, 2004                By: /s/ Jerome S. Flum
                                            Jerome S. Flum
                                            Chairman of the Board and
                                            Chief Executive Officer

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

Date: March 30, 2004                By: /s/ Jerome S. Flum
                                            Jerome S. Flum
                                            Chairman of the Board and
                                            Chief Executive Officer

Date: March 30, 2004                By: /s/ Lawrence Fensterstock
                                            Lawrence Fensterstock
                                            Chief Financial Officer

Date: March 30, 2004                By: /s/ Richard J. James
                                            Richard J. James
                                            Director

Date: March 30, 2004                By: /s/ Leslie Charm
                                            Leslie Charm
                                            Director


                                       38
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                     F-2

CONSOLIDATED FINANCIAL STATEMENTS

       Consolidated Balance Sheets - December 31, 2003 and 2002              F-3

       Consolidated Statements of Operations - Years Ended
              December 31, 2003 and 2002                                     F-4

       Consolidated Statements of Stockholders' Equity -
              Years Ended December 31, 2003 and 2002                         F-5

       Consolidated Statements of Cash Flows - Years Ended
              December 31, 2003 and 2002                                     F-6

       Notes to Consolidated Financial Statements -
              December 31, 2003 and 2002                                     F-7


                                      F-1
<PAGE>

                    Report of Independent Public Accountants

To the Directors and Shareholders of CreditRiskMonitor.com, Inc.:

We have audited the accompanying consolidated balance sheets of
CreditRiskMonitor.com, Inc. and subsidiary as of December 31, 2003 and 2002 and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the years then ended. These financial statements are the
responsibility of CreditRiskMonitor.com, Inc.'s management. Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of
CreditRiskMonitor.com, Inc. and subsidiary as of December 31, 2003 and 2002 and
the results of their operations and their cash flows for each of the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.


/s/ BDO SEIDMAN, LLP

Melville, New York
February 20, 2004


                                      F-2
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                  2003               2002
                                                                  ----               ----
<S>                                                           <C>                <C>
ASSETS
Current assets:
     Cash and cash equivalents                                $  1,138,447       $    988,427
     Accounts receivable, net of allowance of $43,677
         and $43,677, respectively                                 504,591            363,773
     Other current assets                                          102,602            131,361
                                                              ------------       ------------

         Total current assets                                    1,745,640          1,483,561

Property and equipment, net                                         80,000            161,691
Goodwill, net                                                    1,954,460          1,954,460
Prepaid and other assets                                            18,880             21,429
                                                              ------------       ------------

         Total assets                                         $  3,798,980       $  3,621,141
                                                              ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Deferred revenue                                         $  2,032,478       $  1,934,732
     Accounts payable                                              208,065            112,470
     Accrued expenses                                              112,418             93,425
     Current portion of long-term debt                              90,328             81,523
     Current portion of capitalized lease obligation                10,873             10,652
                                                              ------------       ------------

         Total current liabilities                               2,454,162          2,232,802
                                                              ------------       ------------

Long-term debt, net of current portion:
     Promissory notes                                              620,787            711,115
     Capitalized lease obligation                                    2,757             13,259
                                                              ------------       ------------
                                                                   623,544            724,374
Deferred rent payable                                                5,295              8,347
Deferred compensation                                              238,750            226,250
                                                              ------------       ------------

         Total liabilities                                       3,321,751          3,191,773
                                                              ------------       ------------

Stockholders' equity:
     Preferred stock, $.01 par value; authorized
         5,000,000 shares; none issued and outstanding                   _                 --
     Common stock, $.01 par value; authorized 25,000,000
         shares; issued and outstanding 7,407,462 and
         5,419,129 shares, respectively                             74,074             54,191
     Additional paid-in capital                                 28,035,096         27,201,171
     Accumulated deficit                                       (27,631,941)       (26,825,994)
                                                              ------------       ------------

         Total stockholders' equity                                477,229            429,368
                                                              ------------       ------------

         Total liabilities and stockholders' equity           $  3,798,980       $  3,621,141
                                                              ============       ============
</TABLE>

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


                                       F-3
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                           2003              2002
                                                           ----              ----
<S>                                                    <C>               <C>
Operating revenues                                     $ 3,042,635       $ 3,069,546

Operating expenses:
     Data and product costs                              1,194,310         1,453,650
     Selling, general and administrative expenses        2,490,382         1,688,609
     Depreciation and amortization                          88,254           104,308
                                                       -----------       -----------

         Total operating expenses                        3,772,946         3,246,567
                                                       -----------       -----------

Loss from operations                                      (730,311)         (177,021)
Other income                                                 6,369            17,511
Interest expense                                           (81,023)          (92,186)
                                                       -----------       -----------

Loss before income taxes                                  (804,965)         (251,696)
Provision for state and local income taxes                     982             1,220
                                                       -----------       -----------

Net loss                                               $  (805,947)      $  (252,916)
                                                       ===========       ===========

Net loss per share
     Basic and diluted                                 $     (0.14)      $     (0.05)
                                                       ===========       ===========
</TABLE>

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


                                       F-4
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                 Common Stock           Additional                              Total
                             --------------------         Paid-in           Accumulated       Stockholders'
                             Shares        Amount         Capital             Deficit           Equity
                             ------        ------         -------             -------           ------
<S>                         <C>            <C>          <C>                <C>                <C>
Balance December 31,
  2001                      5,344,129      $53,441      $ 27,201,912       $(26,573,078)      $ 682,275

Net loss                           --           --                --           (252,916)       (252,916)
Proceeds from exercise
  of stock option              75,000          750              (741)                --               9
                            ---------      -------      ------------       ------------       ---------

Balance December 31,
  2002                      5,419,129       54,191        27,201,171        (26,825,994)        429,368

Net loss                           --           --                --           (805,947)       (805,947)
Proceeds from private
  offering                  1,853,333       18,533           815,466                 --         833,999
Issuance of shares
  for compensation             60,000          600            19,200                 --          19,800
Proceeds from exercise
  of stock option              75,000          750              (741)                --               9
                            ---------      -------      ------------       ------------       ---------

Balance December 31,
  2003                      7,407,462      $74,074      $ 28,035,096       $(27,631,941)      $ 477,229
                            =========      =======      ============       ============       =========
</TABLE>

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


                                       F-5
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                                          2003              2002
                                                                                          ----              ----
<S>                                                                                   <C>               <C>
Cash flows from operating activities:
     Net loss                                                                         $  (805,947)      $  (252,916)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
              Depreciation                                                                 88,254           104,308
              Deferred compensation                                                        12,500            25,000
              Stock issued in lieu of compensation                                         19,800                --
              Deferred rent                                                                (3,052)             (157)
     Change in operating assets and liabilities:
         Accounts receivable, net                                                        (140,818)          216,652
         Other current assets                                                              28,759           228,146
         Prepaid and other assets                                                           2,549            29,135
         Deferred revenue                                                                  97,746          (466,801)
         Accounts payable                                                                  95,595            (3,419)
         Accrued expenses                                                                  18,993            (3,916)
                                                                                      -----------       -----------
              Total adjustments                                                           220,326           128,948
                                                                                      -----------       -----------

Net cash used in operating activities                                                    (585,621)         (123,968)
                                                                                      -----------       -----------

Cash flows from investing activities:
     Purchase of property and equipment                                                    (6,563)          (20,111)
                                                                                      -----------       -----------

Net cash used in investing activities                                                      (6,563)          (20,111)
                                                                                      -----------       -----------

Cash flows from financing activities:
     Proceeds from private placement                                                      833,999                --
     Proceeds from exercise of stock options                                                    9                 9
     Payments on promissory notes                                                         (81,523)         (180,258)
     Payments on capital lease obligations                                                (10,281)           (7,941)
                                                                                      -----------       -----------

Net cash provided by (used in) financing activities                                       742,204          (188,190)
                                                                                      -----------       -----------

Net increase (decrease) in cash and cash equivalents                                      150,020          (332,269)
Cash and cash equivalents at beginning of year                                            988,427         1,320,696
                                                                                      -----------       -----------

Cash and cash equivalents at end of year                                              $ 1,138,447       $   988,427
                                                                                      ===========       ===========

Supplemental disclosure of cash flow information:
     Cash paid during the year for:
         Interest                                                                     $    74,858       $   100,390
                                                                                      ===========       ===========

         Income taxes                                                                 $       982       $     1,220
                                                                                      ===========       ===========

Supplemental schedule of noncash investing and financing activities:
         Acquisition of computer equipment under
              capital lease                                                           $        --       $    13,385
                                                                                      ===========       ===========
</TABLE>

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


                                       F-6
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

CreditRiskMonitor.com, Inc. (also referred to as the "Company" or "CRM")
provides a totally interactive business-to-business Internet-based service
designed specifically for corporate credit professionals. In addition, the
Company is a re-distributor of international credit reports in the United
States.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Barbito Corp. All significant intercompany balances
and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the U.S. requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements as well as the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from these estimates.

Cash Equivalents

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the
straight-line method over the estimated useful life of the asset. Capital leases
are recorded at the lower of the fair market value of the asset or the present
value of future minimum lease payments. Assets under capital leases are
amortized on the straight-line method over their primary term. Estimated useful
lives are generally as follows: fixtures and equipment--3 to 6 years; and
capitalized leases--5 years.

Goodwill

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets" effective January 1, 2002. SFAS No.
142 requires that purchased goodwill and certain indefinite-lived intangibles no
longer be amortized, but instead be tested for impairment at least annually.
There was no


                                      F-7
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

impairment of goodwill in 2003 and 2002. The Company has no other intangible
assets.

Prior to the adoption of SFAS 142, the Company amortized goodwill on a
straight-line basis over 20 years.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable in accordance with SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". Recoverability of assets held and used is
measured by a comparison of the carrying amount of an asset to undiscounted
pre-tax future net cash flows expected to be generated by that asset. An
impairment loss is recognized for the amount by which the carrying amount of the
assets exceeds the fair value of the assets. As of December 31, 2003, management
believes no impairment of long-lived assets has occurred.

Income Taxes

The Company provides for deferred income taxes resulting from temporary
differences between financial statement and income tax reporting. Temporary
differences are differences between the amounts of assets and liabilities
reported for financial statement purposes and their tax bases. Deferred tax
liabilities are recognized for temporary differences that will be taxable in
future years' tax returns. Deferred tax assets are recognized for temporary
differences that will be deductible in future years' tax returns and for
operating loss and tax credit carryforwards. Deferred tax assets are reduced by
a valuation allowance if it is deemed more likely than not that some or all of
the deferred tax assets will not be realized.

Revenue Recognition

The Company recognizes revenue as its service is used by its customers. Amounts
billed for subscriptions are credited to deferred revenue and reflected in
operating revenues as earned over the subscription term, which is generally one
year.

Revenue from international credit report contracts is recognized as information
is delivered and products and services are used by its customers. Amounts billed
for subscriptions are credited to deferred revenue and reflected in operating
revenues as used over the subscription term, which is generally one year.

Income (Loss) Per Share

Income (loss) per share is computed under the provisions of SFAS No. 128,
"Earnings Per Share". Amounts reported as income (loss) per share for each of
the two years in the period ended December 31, 2002 reflect the income (loss)
available to stockholders for the year


                                      F-8
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

divided by the weighted average of common shares outstanding during the period
(Note 9).

Fair Value of Financial Instruments

The Company follows the provisions of SFAS No. 107, "Disclosure about Fair Value
of Financial Instruments". This pronouncement requires that the Company
calculate the fair value of financial instruments and include this additional
information in the notes to the financial statements when the fair value is
different than the book value of those financial instruments. The Company
believes the recorded value of cash and cash equivalents, accounts receivable,
and accounts payable and other liabilities approximates fair value because of
the short maturity of these financial instruments. The Company's promissory
notes have been discounted, as appropriate, to bear interest rates that
represent the cost of borrowings with third-party lenders, which approximates
current fair value.

Comprehensive Income

The Company adheres to the provisions of SFAS No. 130, "Reporting Comprehensive
Income". This pronouncement establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains, and losses).
The statement requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be classified by
their nature. Furthermore, the Company is required to display the accumulated
balances of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of the balance sheet. For the
years ended December 31, 2003 and 2002, there were no items that gave rise to
other comprehensive income.

Segment Information

The Company follows the provisions of SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information". This pronouncement establishes
standards for the way public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. The pronouncement also establishes
standards for related disclosure about products and services, geographic areas
and major customers. The Company currently believes it operates in one segment.

Stock-Based Compensation

At December 31, 2003, the Company has a stock-based employee compensation plan
which is described more fully in Note 4. The Company accounts for this plan in
accordance with the provisions of APB No. 25, "Accounting for Stock Issued to
Employees" and related Interpretations. No stock-based employee compensation
cost is reflected in net loss, as all options granted under this plan had an


                                      F-9
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

exercise price equal to or greater than the market value of the underlying
common stock on the date of grant.

In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure,"
which amends SFAS No. 123. SFAS No. 148 allows for three methods of transition
for those companies that adopt SFAS No. 123's provisions for fair value
recognition. SFAS No. 148's transition guidance and provisions for annual
disclosures are effective for fiscal years ending after December 15, 2002. In
accordance with SFAS No. 148, the Company will continue to disclose the required
pro-forma information in the notes to the consolidated financial statements.

In accordance with SFAS No. 148, the following table presents the effect on net
income and net income per share had compensation cost for the Company's stock
plan been determined consistent with SFAS No. 123 for the years ended December
31:

<TABLE>
<CAPTION>
                                                           2003            2002
                                                           ----            ----
<S>                                                     <C>             <C>
Net loss
     As reported                                        $(805,947)      $(252,916)
     Plus: Stock-based employee compensation
         expense in reported net loss, net of
         related tax benefits or effects                   19,800              --
     Less: Total stock-based employee compensation
         expense determined under fair value based
         method for all awards, net of related
         tax benefits or effects                          (29,706)         28,184
                                                        ---------       ---------

     Pro forma                                          $(815,853)      $(224,732)
                                                        =========       =========

Net loss per share - basic and diluted
     As reported                                        $   (0.14)      $   (0.05)
     Pro forma                                          $   (0.15)      $   (0.04)
</TABLE>

In 2003, the Company issued 60,000 shares of common stock to employees in lieu
of compensation. The pro forma amounts presented above may not be representative
of the future effects on reported net loss and net loss per share, since the pro
forma compensation expense is allocated over the periods in which options become
exercisable, and new option awards may be granted each year.

Recently Issued Accounting Standards

In December 2003, the FASB issued a revision to SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits". This statement
revises employers' disclosures about pension plans and other postretirement
benefit plans. It requires additional disclosures related to the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement


                                      F-10
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

plans. It does not change the measurement or recognition of those plans. This
statement does not impact the Company as it has no pension or other
postretirement benefit plans.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
requires certain financial instruments that have both equity and liability
characteristics to be classified as a liability on the balance sheet. SFAS No.
150 is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have
a material impact on the Company's consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 clarifies the
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities". In particular, SFAS No. 149 clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a derivative
as described in SFAS 133. SFAS No. 149 also clarifies when a derivative contains
a financing component. SFAS No. 149 is generally effective for derivative
instruments entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. SFAS No. 149 became effective for
CRM beginning with our third quarter, 2003. The Company holds no derivative
instruments and does not engage in hedging activities.

In January 2003, the FASB issued FASB Interpretation ("FIN") No. 46,
"Consolidation of Variable Interest Entities". FIN No. 46 clarifies the
application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements", and applies immediately to any variable interest entities created
after January 31, 2003 and to variable interest entities in which an interest is
obtained after that date. The Company holds no interest in variable interest
entities.

In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others". FIN No. 45 requires a guarantor to recognize a
liability at the inception of the guarantee for the fair value of the obligation
undertaken in issuing the guarantee and include more detailed disclosure with
respect to guarantees. The types of contracts the Company enters into that meet
the scope of this interpretation are financial and performance standby letters
of credit on behalf of wholly-owned subsidiaries. FIN No. 45 is effective for
guarantees issued or modified after December 31, 2002. The Company has no
obligations regarding FIN No. 45.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", which addresses financial accounting and
reporting for costs associated with exit or


                                      F-11
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

disposal activities. Under this statement such costs will be recognized when the
liability is incurred, rather than at the date of commitment to an exit plan.
SFAS No. 146 is effective for exit or disposal activities that are initiated
after December 31, 2002, with early application permitted. The adoption of SFAS
No. 146 did not have a material impact on the Company's consolidated financial
statements.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
This statement clarifies guidance related to the reporting of gains and losses
from extinguishment of debt and resolves inconsistencies related to the required
accounting treatment of certain lease modifications. The provisions of this
statement relating to extinguishment of debt become effective for financial
statements issued for fiscal years beginning after May 15, 2002. The provisions
of this statement relating to lease modification are effective for transactions
occurring after May 15, 2002. The adoption of the provisions of SFAS No. 145 did
not have a material impact on the Company's consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year
financial statement presentation.

NOTE 3 - INCOME TAXES

The Company has generated net operating loss ("NOL") carryforwards for income
tax purposes, which are available for carryforward against future taxable
income. At December 31, 2003, the Company had Federal NOL carryforwards of
approximately $7,109,000, which expire through 2023.

As of December 31, 2003 and 2002, the Company has a deferred tax asset of
$2,856,000 and $3,124,000, respectively, primarily generated from the treatment
of net operating loss carryforwards and deferred compensation. No deferred tax
benefit has been recorded and a full valuation allowance has been charged
against the related deferred tax assets because the Company does not consider it
more likely than not that the deferred tax assets will be realized.

NOTE 4 - COMMON STOCK, STOCK OPTIONS, AND STOCK APPRECIATION RIGHTS

Common Stock

In December 2003, the Company sold approximately 1.85 million shares of common
stock at $0.45 per share raising $833,999 in a private placement.


                                      F-12
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

At December 31, 2003, 469,000 shares of the Company's authorized common stock
were reserved for issuance under stock option plans. An additional 10,000 shares
of the Company's common stock were reserved for issuance under warrants granted
in connection with the Company's January 1999 private placement. The warrants
are exercisable at $2.50 per share beginning in January 2002 and expire in 2005.

Preferred Stock

The Company's Articles of Incorporation provide that the Board of Directors has
the authority, without further action by the holders of the outstanding common
stock, to issue up to five million shares of preferred stock from time to time
in one or more series. The Board of Directors shall fix the consideration to be
paid, but not less than par value thereof, and to fix the terms of any such
series, including dividend rights, dividend rates, conversion or exchange
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price and the liquidation preference of such series.
As of December 31, 2003, the Company does not have any preferred stock
outstanding.

Stock Options and Stock Appreciation Rights

At December 31, 2003, the Company has two stock option plans: the 1998 Long-Term
Incentive Plan, and the 1985 SAR and Non-Qualified Stock Option Plan.

The 1998 Long-Term Incentive Plan authorizes the grant of incentive stock
options, non-qualified stock options, stock appreciation rights (SARs),
restricted stock, bonus stock, and performance shares to employees, consultants,
and non-employee directors of the Company. The exercise price of each option
shall not be less than the fair market value of the common stock at the date of
grant. The total number of the Company's shares that may be awarded under this
plan is 1,500,000 shares of common stock. At December 31, 2003, there were
options outstanding for 468,000 shares of common stock under this plan.

Options expire on the date determined, but not more than ten years from the date
of grant. The plan terminates ten years from the date of stockholder approval.
All of the options granted may be exercised after three years in installments
upon the Company attaining certain specified gross revenue and pre-tax margin
objectives, unless such objectives are modified in the sole discretion by the
Board of Directors. No modifications to these criteria have been made.
Notwithstanding that the objectives may not be met in whole or in part, these
options will vest in full on a date that is two years prior to the expiration
date of the option or, in the event of a change in control (as defined), will
vest in full at time of such change in control.

The Company's 1985 SAR and Non-Qualified Stock Option Plan authorizes the grant
of stock incentives in the form of stock options and stock


                                      F-13
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

appreciation rights to key service personnel of the Company. The total number of
the Company's shares that may be issued or transferred pursuant to stock
incentives granted under the plan, as amended, is 62,500 shares of common stock.
No stock incentives may be granted under this Plan after September 20, 1995. At
December 31, 2003, there were options outstanding for 1,000 shares of common
stock under this plan.

There have been no transactions with respect to the Company's stock appreciation
rights during the years ended December 31, 2003 and 2002, nor are there any
stock appreciation rights outstanding at December 31, 2003 and 2002.

Transactions with respect to the Company's stock option plans for the years
ended December 31, 2003 and 2002 are as follows:

<TABLE>
<CAPTION>
                                                                  Weighted
                                                                   Average
                                               Number             Exercise
                                              of Shares             Price
                                              ---------             -----
<S>                                            <C>            <C>
Outstanding at December 31, 2001                767,350       $     1.0210
     Granted                                    116,500             1.0000
     Forfeited                                 (153,600)            3.1781
     Exercised                                  (75,000)            0.0001
                                              ---------

Outstanding at December 31, 2002                655,250       $     0.6285
     Granted                                     27,000             1.0000
     Forfeited                                 (138,250)            0.5546
     Exercised                                  (75,000)            0.0001
                                              ---------

Outstanding at December 31, 2003                469,000       $     0.7721
                                              =========
</TABLE>

As of December 31, 2003, there were 1,032,000 shares of common stock reserved
for the granting of additional options.

The following table summarizes information about the Company's stock options
outstanding at December 31, 2003:

<TABLE>
<CAPTION>
                                                Options Outstanding                       Options Exercisable
                                  ----------------------------------------------        ------------------------
                                                      Weighted
                                                       Average
                                                      Remaining         Weighted                        Weighted
                                                     Contractual         Average                         Average
           Range of                 Number              Life            Exercise          Number        Exercise
        Exercise Prices           Outstanding        (in years)           Price         Exercisable       Price
        ---------------           -----------        ----------           -----         -----------       -----
<S>                                  <C>                 <C>            <C>               <C>            <C>
$ 0.0001 - $ 1.7500                  425,000             5.58           $0.4791           1,000          $0.1020
$ 2.1875 - $ 4.5000                   44,000             6.19           $3.6023              --
                                     -------                            -------          ------

                                     469,000             5.63           $0.7721           1,000          $0.1020
                                     =======                                             ======
</TABLE>

The weighted average fair value at date of grant for options granted during 2003
and 2002 was $0.28 and $0.27 per option, respectively. The fair value of options
at date of grant was estimated using the Black-


                                      F-14
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

Scholes model with the following weighted average assumptions:

                                                        Years ended December 31,
                                                        ------------------------
                 Assumption                             2003               2002
                 ----------                             ----               ----

Risk-free interest rate                                 4.18%              5.00%
Dividend yield                                          0.00%              0.00%
Volatility factor                                       1.10               1.42
Weighted-average expected life of the option (years)       9                  9

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of its employee stock options.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                  2003            2002
                                                  ----            ----

Computer equipment and software                $ 446,553       $ 439,991
Furniture and fixtures                            54,322          54,322
Capitalized lease                                 42,416          42,416
                                               ---------       ---------
                                                 543,291         536,729
Accumulated depreciation and amortization       (463,291)       (375,038)
                                               ---------       ---------

                                               $  80,000       $ 161,691
                                               =========       =========

NOTE 6 - PROMISSORY NOTES

In December 2002, the Company entered into a Note Modification Agreement with
Market Guide Inc. ("MGI"), which modified the Consolidated Secured Promissory
Note that had been executed in July 2001. The prior promissory note consolidated
the two notes issued by CRM in January 1999, as part of the purchase of the
assets of MGI's CreditRisk Monitor credit information service. Pursuant to the
December 2002 Agreement, CRM issued a new Secured Promissory Note effective
January 1, 2003 with a face value of $812,672. The new note bears interest at
the rate of 9.5% per annum from January 1, 2003 and is payable in 84 equal
monthly installments of principal and interest of $13,282 each, commencing
January 31, 2003. In accordance with the terms of Emerging Issues Task Force
("EITF") Issue No. 96-19, "Debtor's Accounting for a Modification or Exchange of
Debt


                                      F-15
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

Instruments", this transaction is not considered to result in a substantially
different debt instrument and as such no gain or loss was recognized on this
transaction. Accordingly, the Company was required to discount the new note to
yield an effective interest rate of 10.30% based on the carrying value of the
old debt instrument.

The new note is secured by the assets originally purchased from MGI and
substantially all other assets of the Company and does not contain any
covenants.

If the Company is unable to generate sufficient cash flow or otherwise obtain
funds necessary to make the required payments on this note, it would be in
default under the terms thereof, which would permit the holders of the note to
accelerate the maturity of such indebtedness. Such a default could have a
material adverse effect on Company's business, prospects, financial condition
and results of operations.

The principal maturities on this note subsequent to December 31, 2003 are as
follows:

Year Ending
December 31,                                                    Amount
------------                                                    ------

2004                                                           $    90,328
2005                                                               100,084
2006                                                               110,893
2007                                                               122,870
2008                                                               136,141
Thereafter                                                         150,799
                                                               -----------
                                                                   711,115
Less current portion                                                90,328
                                                               -----------

                                                               $   620,787
                                                               ===========

NOTE 7 - DEFERRED COMPENSATION

Beginning January 20, 1999 and continuing through June 30, 2003, the Company's
President and Chief Executive Officer agreed to defer a portion of his annual
salary. Accordingly, $12,500 and $25,000 were deferred in 2003 and 2002,
respectively. Effective July 1, 2003, the President and Chief Executive Officer
elected to discontinue the accrual of any future deferral. The cumulative amount
deferred through December 31, 2003 is $238,750, which is non-interest bearing.
The accrued amount is payable at such time as the Company achieves sustainable
cash flow breakeven or until the revised promissory note issued in connection
with the Company's acquisition of the assets of CRM from MGI (see Note 6) has
been paid in full, whichever occurs sooner. The full amount of his compensation,
including the deferred amount, is reflected in the Company's financial
statements.


                                      F-16
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

NOTE 8 - LEASE COMMITMENTS

The Company's operations are conducted from a leased facility, which is under an
operating lease that expires in approximately one year. The Company has begun
negotiations for an extension of this lease but is also exploring alternatives.

The Company also leases certain equipment under operating leases that expire
over the next year. Rental expenses under operating leases were $112,429 and
$103,015 for the years ended December 31, 2003 and 2002, respectively.

The Company acquired telephone and office equipment under a capital lease that
expires in 2004 and has an implicit interest rate of approximately 10%. This
lease contains a purchase option at the end of the original lease term. During
2002, the Company acquired certain computer equipment pursuant to a capital
lease that expires in 2005. This lease has an implicit interest rate of
approximately 18% and allows the Company to acquire the equipment for $1 at the
end of the lease.

Future minimum lease payments for the capital lease and noncancelable operating
leases at December 31, 2003, are as follows:

<TABLE>
<CAPTION>
                                                          Capital Lease         Operating
                                                           Obligations           Leases
                                                           -----------           ------
<S>                                                        <C>                <C>
2004                                                       $     12,167       $     99,038
2005                                                              2,903                 --
                                                           ------------       ------------

Total minimum lease payments                                     15,070       $     99,038
                                                                              ============
Less amounts representing interest                                1,440
                                                           ------------

                                                                 13,630
Less current portion of capitalized lease obligation             10,873
                                                           ------------

Long-term capitalized lease obligation                     $      2,757
                                                           ============
</TABLE>

NOTE 9 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per
share:

                                                  2003                 2002
                                                  ----                 ----

Net loss                                     $     (805,947)     $     (252,916)
                                             ==============      ==============

Basic average common shares outstanding           5,608,439           5,400,379
                                             ==============      ==============

Net loss per share - basic and diluted       $        (0.14)     $        (0.05)
                                             ==============      ==============

Potential common shares of 479,000 and 665,250 related to the Company's
outstanding stock options and warrants were excluded from


                                      F-17
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

the computation of diluted loss per share for the years ended December 31, 2003
and 2002, respectively, as inclusion of these shares would have been
anti-dilutive.

NOTE 10 - LEGAL PROCEEDINGS

As previously reported: (a) on April 20, 2001, the Company filed an action in
the Supreme Court of the State of New York, Nassau County, against Samuel
Fensterstock and a competitor (collectively, the "Defendants"), seeking
injunctive relief, declaratory relief and monetary damages; (b) thereafter, the
parties entered into a Settlement Agreement that was ordered by the Court in
July 2001 pursuant to which the Defendants were restricted from engaging in
certain activities; and (c) on November 27, 2001 the Company commenced contempt
proceedings (the "Contempt Proceedings") against the Defendants in the same
Court seeking monetary and punitive damages, legal costs and injunctive relief
for violation of the Settlement Agreement and the July 2001 Court order. After
extensive discovery in the Contempt Proceedings, a judicial hearing began on
September 15, 2003 and concluded on November 21, 2003. Thereafter, the Court
ordered that the parties submit post-trial briefs, and the Company submitted its
post-trial brief on January 30, 2004 and Defendants submitted their post-trial
brief on March 15, 2004. The Company has until April 15, 2004 to submit a Reply
to Defendants' post-trial brief.

In February 2003, the competitor commenced an action (the "Competitor Action")
in the same Court, against the Company, its President and a senior manager,
seeking compensatory damages, exemplary damages and injunctive relief. The
Company denied the allegations in the Competitor Action and counterclaimed
against the competitor, its President and Samuel Fensterstock. The parties
currently are engaged in discovery in connection with the Competitor Action.

In January 2004, the Company filed a second action in the same court by order to
show cause against the competitor and Mark McNamara, a former Company employee,
seeking injunctive relief, declaratory relief and monetary damages arising from
the competitor's and McNamara's misappropriation of CRM's proprietary
information.


                                      F-18