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, 2001

   [ ] 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. $2,954,585

The aggregate market value of the Registrant's common stock held by
non-affiliates as of March 8, 2002 was $429,645. The Company's common stock is
traded on the OTC Electronic Bulletin Board.

There were 5,344,129 shares of common stock $.01 par value outstanding as of
March 8, 2002.

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 2002.

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. From 1994 to 1998, the Company had no revenues and its
income was derived from interest, dividends and gains on the sale of assets. The
Company's assets from 1994 through 1998 consisted principally of cash, cash
equivalents and marketable investment securities.

     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".

     For a five year period after the closing, MGI agreed to furnish to the
Company the database of credit information used in the preparation of CRM's
credit analysis reports at no charge through December 31, 2000 and at specified
prices thereafter. The agreement is cancelable by the Company on 90 days'
notice. MGI also agreed not to market credit reports that are targeted
specifically to corporate credit personnel, or to advertise or promote such
products in any media or trade shows which are targeted specifically to
corporate credit personnel, for a period of five years. The Company agreed not
to compete with MGI in its other credit information services for a period of
five years, so long as the

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<PAGE>

Company obtains data from MGI. This restriction does not apply, however, if the
Company acquires data from other sources.

     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 is 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. Its credit risk
analysis service is the result of management's experience in the 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
currently monitors, for the purpose of credit evaluation, approximately 10,000
U.S. public corporations and, through its affiliations with third-parties,
including Graydon UK Ltd., approximately 20 million foreign public and private
companies. The Company expects to begin monitoring many private U.S. companies
in 2002.

     CRM designs its product for corporate credit managers who must decide
whether or not to ship to their customers before payment is received, thus
extending credit on the purchase. If the purchaser is unable to pay, the selling
company can suffer substantial losses. The decision to ship prior to payment may
be made under intense time pressure, with potentially adverse results if the
manager has inaccurate or stale information.

     With the downsizing of corporate America and the related reductions in
credit departmental budgets and personnel, these corporate credit professionals
have to do more with less. Simultaneously, there has been an explosion in
available information, resulting in an overwhelming amount of data and limited
time for research and analysis. CRM's service provides the corporate credit
professional with a one stop information service to continuously monitor the
creditworthiness of their public company customers, in the shortest possible
time and minimum effort. This timesaving is critical where immediate decisions
must be made.

     There is little hard data on CRM's market: The 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 our sales solicitation is by phone and Internet demonstration of the
product, an untapped global market also exists for foreign companies doing
business with U.S. corporations and which need credit analysis of these U.S.
corporations. In addition, many U.S. companies also sell to foreign companies
and need credit analysis of these foreign buyers;


                                       2
<PAGE>

through its third-party distribution arrangements CRM also supplies these
foreign reports. CRM started collecting trade data on some privately-owned
companies during 2001 and expects to make this data available in 2002. We
believe that our services have a large market that has only been minimally
penetrated by the Company.

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

     o    Low price. The $3,500 annual price to the subscriber is low compared
          to the cost of some competitive products and the dollar value of the
          possible loss of not getting paid.

     o    Counter-cyclical. As economic growth slows, general corporate credit
          risk increases and the credit manager's function rises in importance
          and complexity. Since the cost of our service 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 have exhibited
          some counter-cyclicality as the growth in the U.S. economy has
          declined. Additionally, products that allow credit managers to perform
          their jobs more efficiently and effectively should continue to gain
          market share in any business environment.

     o    Profit multiplier. Some of the Company's basic costs are being
          reduced. On a broad generic basis, computer hardware, software,
          communications and financial data prices are 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.

     o    Self financing. CRM's business has no inventory, manufacturing or
          warehouse facilities. Thus, it is non-capital intensive and high
          margins should generate positive cash flow to grow the business with
          little need for external capital except for working capital purposes.

     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    Low 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 we have
          automated a significant amount of


                                       3
<PAGE>

          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 the lowest in its industry.

     o    Retain hedge characteristics. As the economy slowed down and entered a
          recession, general corporate credit risk increased and the credit
          manager's function rose in importance and complexity. Since the cost
          of our service 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 have an element of counter-cyclicality at such
          times as the growth in the U.S. economy declines.

     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. In addition, CRM is now able to
          sell foreign company credit analysis to U.S. companies as a result of
          its third-party distribution agreements.

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 pays lower sales commissions 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.

Net Operating Loss Carryforwards

     At December 31, 2001, the Company had NOL carryforwards aggregating
approximately $8.1 million, 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.

     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

                                       4
<PAGE>

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.

     If subsequent transactions were to occur involving 5-percent shareholders
within any three-year testing period, an "ownership change" could occur which
could cause the loss or limitation of the Company's available NOL carryforwards,
pursuant to Section 382.

Marketing and Sales

     To take market share for public company credit information, CRM will
continue to use the Internet as the primary mechanism for distributing its
service. To inform potential subscribers about its service, CRM uses a
combination of direct mail, telemarketing, trade show representation and
speaking engagements before credit associations.

Employees

     As of March 8, 2002, the Company had 24 employees of which 23 persons were
employed full time. 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 $8,020 during the current year and
increases of 3% per annum in subsequent years, plus escalation for real estate
taxes.

ITEM 3.  LEGAL PROCEEDINGS.

     On April 20, 2001, the Company filed an action in the Supreme Court of the
State of New York, Nassau County, against Samuel Fensterstock ("Fensterstock"),
a competitor and others, seeking injunctive relief, declaratory relief and
monetary damages. The complaint alleged, inter alia, that Fensterstock, former
Senior Vice President -- Sales Development of the Company, resigned on April 5,
2001 to join a competitor in violation of the terms of his Non-Competition,
Proprietary Information and Inventions Agreement with the Company and in breach
of his fiduciary duties to the Company, and further, that the competitor
intentionally induced the breach of Fensterstock's Agreement


                                       5
<PAGE>

with the Company. On April 23, 2001, the Court issued a temporary restraining
order against Fensterstock and the competitor. Thereafter, the parties entered
into a Settlement Agreement pursuant to which Fensterstock and the competitor
were and continue to be restricted from engaging in certain activities and
Fensterstock agreed not to work for the competitor through various stipulated
dates. The settlement was approved and so ordered by the Court in July 2001. In
or about November 2001, the Company brought an action for contempt, monetary
damages and injunctive relief against Fensterstock and the competitor for
violation of the Settlement Agreement and the July 2001 court order. There has
been no discovery to date and the Company's claims against Fensterstock and the
competitor are pending.

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, 2001, either through the
solicitation of proxies or otherwise.


                                       6
<PAGE>

                                     PART II


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

     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 2000 and 2001. 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
                                            --------           -------

2000
         First Quarter                      $10.0625          $ 3.2500
         Second Quarter                     $ 7.7500          $ 2.0000
         Third Quarter                      $ 3.7500          $ 2.0000
         Fourth Quarter                     $ 2.0000          $ 1.0625

2001
         First Quarter                      $ 1.5000          $ 0.6875
         Second Quarter                     $ 0.6875          $ 0.4500
         Third Quarter                      $ 0.4500          $ 0.3000
         Fourth Quarter                     $ 0.4000          $ 0.1300

     On March 8, 2002, there were approximately 481 registered holders of the
Company's Common Stock.

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

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

Financial Condition, Liquidity and Capital Resources

     In 1998 the Company located, investigated and negotiated the purchase of
the CreditRisk Monitor ("CM Service") business from Market Guide Inc. ("MGI")
and in September 1998 purchased an option to acquire the assets of the CM
Service business for approximately $2.39 million. The Company exercised this
option on December 29, 1998 and the transaction closed effective January 19,
1999.

     To pay the $1.23 million cash portion of the purchase price for the CM
Service assets, the costs of the acquisition and to have sufficient working
capital to continue to develop and run the business, the Company completed a
private placement of 1,300,000 shares on January 19, 1999 of its Common Stock to
approximately 25 "accredited investors" at a purchase price of $2.50 per share,
for gross proceeds of $3.25 million.

     The transactions described above, along with the issuance of 2,000


                                       7
<PAGE>

shares of Common Stock to Flum Partners in November 1998 in consideration of its
provision to the Company of a line of credit and the conversion by Flum Partners
of its Senior Preferred shares into Common Stock on or about January 20, 1999,
resulted in Flum Partners owning more than 72% of the Company's outstanding
Common Stock (which is its only equity security now outstanding) after the 1999
Private Placement.

     Funds from the 1999 Private Placement became available to the Company on or
about January 19, 1999, at which date the Company paid the cash portion of the
purchase price for the CM Service assets, paid the expenses of the purchase
transaction and retained the remaining proceeds for use as working capital.

     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 by extending
the maturity of this indebtedness from 2003 until 2005.

     At December 31, 2001, the Company had cash, cash equivalents and other
liquid assets of $1.32 million compared to $1.22 million at December 31, 2000.
The Company's working capital deficit at December 31, 2001 was approximately
$540,000 compared to a working capital deficit of approximately $166,000 at
December 31, 2000. This decrement was due to a $82,000 increase in accounts
payable and accrued expenses and an increase of $741,000 in deferred revenue,
net of increases in cash and cash equivalents, accounts receivable and deferred
billings aggregating $355,000 and a $94,000 decrease in the current portion of
long-term debt as the result of the Note Consolidation Agreement. The Company
has no bank lines of credit or other currently available credit sources.

     For the year ended December 31, 2001, the Company reported a $105,000
increase in cash and cash equivalents compared to a $207,000 decrease for the
prior fiscal year. The Company expects to continue to be at least cash flow
breakeven, after debt service, during 2002. Should this expectation not be
realized, the Company believes that it has sufficient resources to meet its
working capital and capital expenditure needs, including debt service, for at
least the next 12 months.

     As described more fully in Notes 7 and 9 of the Notes to Financial
Statements, at December 31, 2001 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            $  972,896      $180,258     $418,992     $373,646
Capital lease obligation       18,467         5,868       12,599
Operating leases              309,447       103,919      205,528           --           --
                           ----------    ----------   ----------   ----------   ----------

Total                      $1,300,810      $290,045     $637,119     $373,646           --
                           ==========    ==========   ==========   ==========   ==========
</TABLE>

     The purchase of the CM Service business in January 1999 transformed the
Company into an operating company with revenues from


                                       8
<PAGE>

operations and increased its employee base from 1 employee in 1998 to 23 full
time employees as of March 8, 2002.

Results of Operations

         2001 vs. 2000

<TABLE>
<CAPTION>
                                                          Year Ended December 31,
                                                          -----------------------
                                                 2001                               2000
                                                 ----                               ----
                                                       % of Total                         % of Total
                                         Amount          Revenue            Amount          Revenue
                                         ------          -------            ------          -------

<S>                                    <C>               <C>              <C>               <C>
Operating revenues                     $2,954,585        100.00%          $2,118,724        100.00%

Operating expenses:
   Data and product costs               1,205,821         40.81%             769,362         36.31%
   Selling, general &
     administrative                     2,034,617         68.86%           1,917,162         90.49%
   Depreciation and amortization          223,739          7.57%             214,035         10.10%
                                      -----------     ----------         -----------     ----------
     Total operating expenses           3,464,177        117.25%           2,900,559        136.90%
                                      -----------     ----------         -----------     ----------

Loss from operations                     (509,592)       -17.25%            (781,835)       -36.90%
Other income                               41,567          1.41%              73,526          3.47%
Interest expense                         (103,639)        -3.51%             (96,895)        -4.57%
Write-off of investment                   (44,000)        -1.49%                  --          0.00%
                                      -----------     ----------         -----------     ----------

Loss before income taxes                 (615,664)       -20.84%            (805,204)       -38.00%
Income taxes                                3,061          0.10%               4,131          0.19%
                                      -----------     ----------         -----------     ----------

Net loss                                $(618,725)       -20.94%           $(809,335)       -38.20%
                                      ===========     ==========         ===========     ==========
</TABLE>

     Operating revenues increased 39% for the year ended December 31, 2001, due
primarily to an increase in the number of subscribers to the Company's credit
reporting services.

     Data and product costs increased 57% for fiscal 2001, 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
headcount as the Company added personnel to deliver its expanded product line.

     Selling, general and administrative expenses increased 6% for fiscal 2001.
This increase was primarily due to the higher legal fees incurred in connection
with the Company's legal proceeding offset by a decrease in marketing expenses
and lower salary and related employee benefits, as the result of a change in the
sales commission plan.

     Depreciation and amortization increased 5% for fiscal 2001, due to higher
depreciation expense related to the acquisition of computer equipment and other
fixed assets during the last 12 months.

     Other income decreased 43% for fiscal 2001, due to a decrease in funds
invested in interest bearing accounts as well as lower interest rates paid on
these investments during 2001 compared to last year.

     Interest expense increased 7% for fiscal 2001, due to the higher effective
interest rate on the Company's indebtedness to MGI as the result of the Note
Consolidation Agreement entered into as of July 1, 2001.

     The Company incurred net losses of $618,725 and $809,335 for the


                                       9
<PAGE>

years ended December 31, 2001 and 2000, respectively.

         2000 vs. 1999

<TABLE>
<CAPTION>
                                                         Year Ended December 31,
                                                         -----------------------
                                                 2000                               1999
                                                 ----                               ----
                                                       % of Total                         % of Total
                                         Amount          Revenue            Amount          Revenue
                                         ------          -------            ------          -------

<S>                                    <C>               <C>              <C>               <C>
Operating revenues                     $2,118,724        100.00%          $1,259,019        100.00%

Operating expenses:
   Data and product costs                 769,362         36.31%             686,517         54.53%
   Selling, general &
     administrative                     1,917,162         90.49%           1,504,829        119.52%
   Depreciation and amortization          214,035         10.10%             167,250         13.28%
                                      -----------     ----------         -----------     ----------
     Total operating expenses           2,900,559        136.90%           2,358,596        187.34%
                                      -----------     ----------         -----------     ----------

Loss from operations                     (781,835)       -36.90%          (1,099,577)       -87.34%
Other income                               73,526          3.47%              66,244          5.26%
Interest expense                          (96,895)        -4.57%             (82,153)        -6.53%
Write-off of intangible assets                 --          0.00%            (134,076)       -10.65%
Loss on sale of fixed assets                   --          0.00%              (3,191)        -0.25%
                                      -----------     ----------         -----------     ----------

Loss before income taxes                 (805,204)       -38.00%          (1,252,753)       -99.50%
Income taxes                                4,131          0.19%                 (55)         0.00%
                                      -----------     ----------         -----------     ----------

Net loss                                $(809,335)       -38.20%         $(1,252,698)       -99.50%
                                      ===========     ==========         ===========     ==========
</TABLE>

     Operating revenues increased 68% for the year ended December 31, 2000, due
primarily to an increase in the number of subscribers to the Company's credit
reporting services.

     Data and product costs increased 12% for fiscal 2000, due primarily to
higher salary and related employee benefits resulting from an increase in
headcount as the Company added personnel to deliver its expanded product line.

     Selling, general and administrative expenses increased 27% for fiscal 2000,
due primarily to an increase in headcount as the Company added salespeople and
customer support personnel during fiscal 2000.

     Depreciation and amortization increased 28% for fiscal 2000, due to higher
depreciation expense related to the acquisition of computer equipment and other
fixed assets during fiscal 2000.

     Other income increased 11% for fiscal 2000, due to the Company having funds
invested for all of fiscal 2000 compared to only part of fiscal 1999.

     Interest expense increased 18% for fiscal 2000, due to the higher
amortization of debt discount in 2000.

     The Company incurred net losses of $809,335 and $1,252,698 for the years
ended December 31, 2000 and 1999, respectively.

     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


                                       10
<PAGE>

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 market in which it competes, the Company is unable to accurately
forecast its revenues. The Company's current and future expense levels are based
largely on its investment plans and estimates of future revenues and are to a
large extent fixed. Sales and operating results generally depend on the volume
of, timing of and ability to sign new subscribers, 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, purchasing, service, marketing or acquisition decisions that could have
a material adverse effect on its business, prospects, financial condition and
results of operations.

     Factors that may adversely affect the Company's operating results include,
among others, (i) the Company's ability to retain existing subscribers, attract
new subscribers at a steady rate and maintain subscriber satisfaction, (ii) the
development, announcement or introduction of new services and products by the
Company and its competitors, (iii) price competition, (iv) the increasing
acceptance of the Internet for the purchase of credit information such as that
offered by the Company, (v) the Company's ability to upgrade and develop its
systems and infrastructure, (vi) the Company's ability to attract new personnel
in a timely and effective manner, (vii) the Company's ability to manage
effectively the broadening of its service to encompass additional companies
monitored and the development of new products, (viii) the Company's ability to
obtain private company data at a reasonable cost, (ix) the Company's ability to
successfully manage the integration of third-party data into its Internet site,
(x) technical difficulties, system downtime or Internet brownouts, (xi) the
amount and timing of operating costs and capital expenditures relating to
expansion of the Company's business, operations and infrastructure, (xii)
general economic conditions and economic conditions specific to the Internet and
the credit information industry, and (xiii) the occurrence of a natural disaster
or other catastrophic event as our operations are susceptible to outages due to
fire, floods, power loss, telecommunications failures, break-ins and similar
events.

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.


                                       11
<PAGE>

     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".

Recently Issued Accounting Standards

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible
Assets. Under these new standards the FASB eliminated accounting for certain
mergers and acquisitions as poolings of interests, eliminated amortization of
goodwill and indefinite life intangible assets, and established new impairment
measurement procedures for goodwill. For calendar-year reporting companies, the
standards become effective for all acquisitions completed on or after June 30,
2001. Changes in financial statement treatment for goodwill and intangible
assets arising from mergers and acquisitions completed prior to June 30, 2001
became effective January 1, 2002. The Company is currently assessing the impact
that implementing these standards will have on its results of operations and
financial position. Goodwill amortization was $114,407 and $114,407 for fiscal
2001 and 2000, respectively.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. SFAS No. 144
will be effective for financial statements of fiscal years beginning after
December 15, 2001. We were required to adopt this statement for our fiscal year
that began on January 1, 2002, and do not anticipate that it will have a
material impact on our financial results.

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-


                                       12
<PAGE>

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:

     o    CRM is a relatively new venture with limited operating history and a
          history of significant losses. There can be no assurances that the
          Company will be immediately profitable or will not incur losses in the
          future.

     o    The Company is subject to competition from firms that have greater
          financial, management, sales and technical resources than the Company.
          The Company's success also depends to a significant degree to the
          contributions of its key management. The loss of services of one or
          more key members of management could have an adverse affect upon the
          Company.

     o    The market price of the Company's common stock may be volatile at
          times in response to fluctuations of the Company's operating results,
          changes in analyst earnings estimates, market conditions as well as
          general conditions and other factors general to the Company.

     o    If CRM is unable to continue its affiliation with third-parties for
          obtaining international credit reports or to establish its service of
          monitoring private domestic companies, its revenues and operating
          margins could be materially adversely affected.

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

     o    CRM may not be able to effectively market its service because of its
          limited marketing experience and limited personnel. The Company's
          ability to generate revenue from the credit information service
          business will be dependent upon, among other things, its ability to
          manage an effective sales organization.

     o    If CRM is unable to respond to rapid technological changes, it may
          lose market share. If CRM is unable, for any reason, to adapt its Web
          site and other technology in a timely manner in response to changing
          market conditions or customer requirements, such inability could have
          a material adverse effect on its business, prospects, financial
          condition and results of operations.

     o    CRM cannot assure that Market Guide will continue to supply data on
          current terms or that CRM will be able to establish new or extend
          current vendor relationships to ensure acquisition of data


                                       13
<PAGE>

          in a timely and efficient manner and on acceptable commercial terms.
          If the Company is unable to develop and maintain relationships with
          suppliers 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.

     o    CRM's success is largely dependent on its ability to deliver high
          quality, uninterrupted access to its service over the Internet. Any
          system interruptions that result in the unavailability of its Web site
          would reduce the attractiveness of its service.

     o    CRM's computer and communications hardware and systems are vulnerable
          to damage or interruption from fire, flood, power loss,
          telecommunications failure, break-ins, earthquake and similar events.
          CRM does not have off-site back-up systems or a formal disaster
          recovery plan and does not have sufficient business interruption
          insurance to compensate it for losses that may occur. The Company's
          servers are vulnerable to computer viruses, physical or electronic
          break-ins and similar disruptions. These could lead to interruptions,
          delays, loss of critical data or the inability to provide its service,
          which could have a material adverse effect on its business, prospects,
          financial condition or results of operations.

     o    A determination by the Internal Revenue Service that CRM's net
          operating losses may not be carried forward and used to offset future
          profits, if any, could result in substantial tax liability which would
          reduce after-tax income and adversely affect CRM's financial condition
          and results of operations.

     o    CRM does not currently have any issued patents or registered
          copyrights, and its technology may be misappropriated by others. There
          can be no assurance that any steps it takes will be adequate to
          prevent misappropriation of its technology or other proprietary
          rights. If CRM becomes involved in litigation to enforce or defend its
          intellectual property rights, such litigation can be a lengthy and
          costly process causing diversion of effort and resources with no
          guarantee of success.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information required by Item 7, and an index thereto, appears at pages
F-1 to F-16 (inclusive) of this Report on Form 10-KSB.

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

     Clifton Gunderson L.L.C. ("Clifton Gunderson") was previously engaged as
the principal accountant to audit the Registrant's financial statements and
resigned on August 30, 2000. Clifton Gunderson's report on the Registrant's
financial statements for the prior two years contained no adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit


                                       14
<PAGE>

scope or accounting principles. During these prior two fiscal years and any
subsequent interim period preceding such resignation, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.

     Effective October 26, 2000, the Company engaged Arthur Andersen LLP
("Arthur Andersen") as its independent public accountants to audit its financial
statements for the year ending December 31, 2000. Arthur Andersen has audited
the Company's financial statements for each of the two years included herein
(see pages F-1 to F-16).


                                       15
<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>
=================================================================================================================
                                                                                                Officer or
                                                        Principal Occupation/Position            Director
            Name                        Age                   Held with Company                    Since
-----------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>                                         <C>
Jerome S. Flum                           61            Chairman of the                             1983
                                                       Board/President/Chief
                                                       Executive Officer
-----------------------------------------------------------------------------------------------------------------
Lawrence Fensterstock                    51            Senior Vice President/                      1999
                                                       Chief Financial Officer/
                                                       Secretary
-----------------------------------------------------------------------------------------------------------------
Richard J. James                         62            Director                                    1992
-----------------------------------------------------------------------------------------------------------------
Leslie Charm                             58            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.


                                       16
<PAGE>

     Richard James was the Customer Satisfaction Manager for the Consumer
Hardware Division of Polaroid Corporation from 1980 until 2001. In this role he
was responsible for improving the business performance of Polaroid's instant
consumer cameras through improved redesigns and manufacturing processes, as well
as by enhancing the customers' picture taking experiences. This role encompassed
manufacturing plants in Scotland, China, India and the USA, and worldwide
consumer markets. 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 Engineering, a national professional organization
dedicated to the application of Integrated Product Development principles to
achieve rapid design, development and inception of new products and services.
Mr. James holds a BS in Chemical Engineering from Northeastern University, as
well as extensive studies in managerial and technical subjects. He has developed
and taught numerous technical and business courses for many years as a faculty
member of Polaroid's internal training organization.

     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. 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, except as otherwise provided in any resolution of the
Board of Directors, has and may exercise the authority of the Board of
Directors:

     o    to recommend to the board of directors the selection of the
          Registrant's certified public accountants;

     o    to review the scope, plans and results relating to the external audit
          and financial statements;

     o    to monitor and evaluate the integrity of the Registrant's financial
          reporting process and procedures;


                                       17
<PAGE>

     o    to review the Registrant's financial statements; and

     o    to assess significant business and financial risks and exposures and
          to evaluate the adequacy of the Registrant's internal controls in
          connection with such risks and exposures.

     The Audit Committee currently consists of Richard James and Leslie Charm.

     For the fiscal year ended December 31, 2001, the Company paid (or will pay)
the following fees to Arthur Andersen LLP for services rendered during the year
or for the audit in respect of that year:

           Audit fees                                           $      31,000
           Financial information systems design and
               implementation                                              --
           All other fees:
               Audit related                                               --
               Other fees                                               9,000
                                                                -------------
               Total all other fees                                     9,000
                                                                -------------

                  Total                                         $      40,000
                                                                =============

     The Audit Committee of the Board of Directors has considered whether the
provision of non-audit services by Arthur Andersen LLP is compatible with
maintaining auditor independence.

Compliance with Section 16(a) of the Securities Exchange Act 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 2001, 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, except that a Form 4, reporting one transaction, for
Joseph DeMartino was filed late.

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.


                                       18
<PAGE>

<TABLE>
<CAPTION>
=====================================================================================================================
                                             SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------
                                      Annual Compensation(2)                   Long-Term Compensation
                                      ----------------------                   ----------------------
   Name and Principal Position      Year          Salary           Number of Securities     All Other Compensation
                                                                    Underlying Options
---------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>                         <C>                        <C>
Jerome S. Flum, Chairman,           2001       $121,016(1)                  15,000                    None
President and Chief Executive       2000       $ 60,000(1)                    --                      None
Officer                             1999       $ 57,500(1)                    --                      None
---------------------------------------------------------------------------------------------------------------------
Joseph L. DeMartino, Senior Vice    2001       $ 59,843                       --                      None
President(3)                        2000       $120,114                     15,000                    None
                                    1999       $ 40,311                    130,000                    None
---------------------------------------------------------------------------------------------------------------------
Lawrence Fensterstock, Senior       2001       $145,280                     15,000                    None
Vice President                      2000       $145,745                       --                      None
                                    1999       $140,582                       --                      None
=====================================================================================================================
</TABLE>

(1) Beginning January 20, 1999, Mr. Flum is being compensated by the Company at
the rate of $150,000 per annum, of which $25,000 was deferred in 2001 and
$90,000 was deferred in 2000 and 1999, until such time as the Company achieves
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) No Bonus or other Annual Compensation was paid during the past three fiscal
years.

(3) Mr. DeMartino resigned effective June 29, 2001.

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 2001, non-qualified options to purchase 3,000
shares of Common Stock 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.


                                       19
<PAGE>

<TABLE>
<CAPTION>
==========================================================================================================
                                OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
----------------------------------------------------------------------------------------------------------
                                                            Individual Grants
                            ------------------------------------------------------------------------------
                                                     Percent of Total
                            Number of Securities    Options Granted to     Execise or
                             Underlying Options    Employees in Fiscal     Base Price
           Name                  Granted (#)               Year              ($/Sh)    Expiration Date
----------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                 <C>         <C>
Jerome S. Flum                     15,000                 8.49%               $1.00       12/19/2006
----------------------------------------------------------------------------------------------------------
Lawrence Fensterstock              15,000                 8.49%               $1.00       12/19/2011
==========================================================================================================
</TABLE>

(1) No stock appreciation rights were granted to the executive officers in
fiscal 2001.

     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
              ------------------------------------------------------
                                                                            Options           Cumulative Options
   Level           Gross Sales           Pre-Tax Operating Margin           Vested                  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.


                                       20
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================

                  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------

                                                     Number of Securities
                                                    Underlying Unexercised                 Value of Unexercised
                                                  Options at Fiscal Year-End              In-the-money Options at
                                                              (#)                         Fiscal Year-End ($) (1)
                       Shares                     --------------------------------------------------------------------
                      Acquired
                         on            Value
                      Exercised      Realized
       Name              (#)            ($)          Exercisable    Un-exercisable     Exercisable     Un-exercisable
----------------------------------------------------------------------------------------------------------------------

<S>                      <C>            <C>             <C>            <C>                <C>            <C>
Jerome S. Flum           -0-            -0-             -0-            165,000            -0-            $20,984
----------------------------------------------------------------------------------------------------------------------
Joseph L. DeMartino      -0-            -0-             -0-             24,000            -0-              -0-
----------------------------------------------------------------------------------------------------------------------
Lawrence Fensterstock    -0-            -0-             -0-            165,000            -0-            $20,985
======================================================================================================================
</TABLE>

(1) Represents the amount by which the closing price on December 31, 2001
($0.14) exceeded the exercise prices of unexercised options.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT

     The following table sets forth as of March 8, 2002 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:

================================================================================
                                                         Percentage of
                                 Number of Shares         Outstanding
          Name                  of Common Stock(1)        Common Stock
--------------------------------------------------------------------------------
Flum Partners(2)                    3,797,128                70.04%
--------------------------------------------------------------------------------
Jerome S. Flum                      3,985,353(3)(4)          73.51%
--------------------------------------------------------------------------------
Joseph L. DeMartino                    39,500(5)             -----*
--------------------------------------------------------------------------------
Richard J. James                        1,625                -----*
--------------------------------------------------------------------------------
Leslie Charm                            1,625                -----*
--------------------------------------------------------------------------------
All directors and officers
(as a group (5 persons))            4,028,103(3)(4)          74.30%
================================================================================

*less than 1%


                                       21
<PAGE>

(1) Does not give effect to (a) options to purchase 75,000 shares granted to Mr.
Flum pursuant to the 1992 Incentive Stock Option Plan of the Company, (b)
options to purchase 495,200 shares of Common Stock granted to 25 officers and
employees pursuant to the 1998 Long Term Incentive Plan of the Company, (c)
options to purchase an aggregate of 39,000 shares granted to each of the other
directors pursuant to the 1998 Long Term Incentive Plan of the Company, and (d)
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 2,250 shares of Common Stock granted to
non-employee directors and 75,000 shares of Common Stock granted to Mr. Flum
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 3,797,128 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 3,985,353 shares of Common
Stock, or 73.51% of the outstanding shares of Common Stock (giving effect to the
Senior Preferred Stock Conversion and the issuance of stock to Investors in the
1999 Private Placement) 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.

(5) Mr. DeMartino resigned effective June 29, 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships

     None.

Related Party Transactions

     On May 17, 1999, Flum Partners and the Company entered into an Agreement
(the "Agreement") pursuant to which Flum Partners and its partners agreed not to
purchase or sell any shares of stock of the Company, including purchases from
the Company but excluding transfers by Flum Partners to its partners, without
the prior written authorization of the Board of Directors. The purpose of the
Agreement is to reduce the risk that certain changes in stock ownership of the
Company would jeopardize the Company's ability to utilize fully its NOLs or
other federal income tax attributes. The Agreement terminated on May 17, 2000.
The Company in turn agreed to grant to Flum Partners and its partners to whom
stock of the Company may be transferred certain "piggyback"


                                       22
<PAGE>

registration rights in the event of future public offerings by the Company of
its securities.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

      2     -  Copy of the Asset Purchase Agreement dated December 29, 1998. (5)

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

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

      10-A  -  Copy of Company's 1992 Stock Option Plan. (4)

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

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

      10-D  -  Copy of Company's 1998 Long-Term Incentive Plan. (6)

      10-E  -  Letter Agreement dated May 17, 1999 by and between Flum Partners
               and the Company. (7)

      16    -  Letter dated September 5, 2000 from Clifton Gunderson L.L.C. (8)

      99.1  -  Letter to Commission Pursuant to Temporary Note 2T.

(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.

(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 Annual Report on Form 10-KSB for the
     fiscal year ending December 31, 1992 (File No. 0-10825) and incorporated
     herein by reference thereto.


(5)  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.

(6)  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.

(7)  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.

(8)  Filed as an Exhibit to Registrant's Report on Form 8-K dated August 30,
     2000 (File No. 1-10825) and incorporated herein by reference thereto.

                        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:


                                       23
<PAGE>

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

(b)  Reports on Form 8-K

     None.


                                       24
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          INDEX TO FINANCIAL STATEMENTS



                                                                         PAGE

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                 F-2


FINANCIAL STATEMENTS

         Balance Sheets - December 31, 2001 and 2000                     F-3

         Statements of Operations - Years Ended
                  December 31, 2001 and 2000                             F-4

         Statements of Stockholders' Equity (Deficit) -
                  Years Ended December 31, 2001 and 2000                 F-5

         Statements of Cash Flows - Years Ended
                  December 31, 2001 and 2000                             F-6

         Notes to Financial Statements - December 31,
                  2001 and 2000                                          F-7



                                      F-1
<PAGE>

                    Report of Independent Public Accountants


To CreditRiskMonitor.com, Inc.:

We have audited the accompanying balance sheets of CreditRiskMonitor.com, Inc.
(a Nevada corporation) as of December 31, 2001 and 2000, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CreditRiskMonitor.com, Inc. as
of December 31, 2001 and 2000, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States.


/s/ Arthur Andersen LLP
Arthur Andersen LLP


Melville, New York
February 21, 2002


                                      F-2
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                                 BALANCE SHEETS
                           December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                2001           2000
                                                                ----           ----

<S>                                                        <C>             <C>
ASSETS
Current assets:

     Cash and cash equivalents                             $  1,320,696    $  1,215,197
     Accounts receivable, net of allowance of $43,677
         and $32,500, respectively                              580,425         662,304
     Other current assets                                       359,507          28,358
                                                           ------------    ------------

         Total current assets                                 2,260,628       1,905,859

Property and equipment, net                                     232,503         293,357
Goodwill, net                                                 1,954,460       2,068,868
Prepaid and other assets                                         50,564          73,638
                                                           ------------    ------------

         Total assets                                      $  4,498,155    $  4,341,722
                                                           ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Deferred revenue                                      $  2,401,532    $  1,660,431
     Accounts payable                                           115,890          45,856
     Accrued expenses                                            97,342          85,490
     Current portion of long-term debt                          180,258         274,338
     Current portion of capitalized lease obligation              5,868           5,258
                                                           ------------    ------------

         Total current liabilities                            2,800,890       2,071,373
                                                           ------------    ------------

Long-term debt, net of current portion:
     Promissory notes                                           792,638         758,364
     Capitalized lease obligation                                12,599          18,468
                                                           ------------    ------------
                                                                805,237         776,832
Deferred rent payable                                             8,503           5,850
Deferred compensation                                           201,250         186,667
                                                           ------------    ------------

         Total liabilities                                    3,815,880       3,040,722
                                                           ------------    ------------

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 5,344,129 and
         5,344,129 shares, respectively                          53,441          53,441
     Additional paid-in capital                              27,201,912      27,201,912
     Accumulated deficit                                    (26,573,078)    (25,954,353)
                                                           ------------    ------------

         Total stockholders' equity                             682,275       1,301,000
                                                           ------------    ------------

         Total liabilities and stockholders' equity        $  4,498,155    $  4,341,722
                                                           ============    ============
</TABLE>

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


                                      F-3
<PAGE>


                           CREDITRISKMONITOR.COM, INC.
                            STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                        2001           2000
                                                        ----           ----

<S>                                                 <C>            <C>
Operating revenues                                  $ 2,954,585    $ 2,118,724

Operating expenses:
     Data and product costs                           1,205,821        769,362
     Selling, general and administrative expenses     2,034,617      1,917,162
     Depreciation and amortization                      223,739        214,035
                                                    -----------    -----------

         Total operating expenses                     3,464,177      2,900,559
                                                    -----------    -----------

Loss from operations                                   (509,592)      (781,835)
Other income                                             41,567         73,526
Interest expense                                       (103,639)       (96,895)
Write-off of investment                                 (44,000)            --
                                                    -----------    -----------

Loss before income taxes                               (615,664)      (805,204)
Provision for state and local income taxes                3,061          4,131
                                                    -----------    -----------

Net loss                                            $  (618,725)   $  (809,335)
                                                    ===========    ===========


Net loss per share
     Basic and diluted                              $     (0.12)   $     (0.15)
                                                    ===========    ===========
</TABLE>

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


                                      F-4
<PAGE>


                           CREDITRISKMONITOR.COM, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                              Total
                            Common Stock     Additional                   Stockholders'
                            -----------       Paid-in       Accumulated      Equity
                          Shares    Amount    Capital         Deficit       (Deficit)
                          ------    ------    -------         -------       ---------

<S>                    <C>         <C>       <C>           <C>             <C>
Balance December 31,
   1999                5,341,129   $53,411   $27,192,567   $(25,145,018)   $ 2,100,960

Net loss                      --        --            --       (809,335)      (809,335)
Issuance of common
  stock for services
  rendered                 3,000        30         9,345             --          9,375
                       ---------   -------   -----------   ------------    -----------

Balance December 31,
   2000                5,344,129    53,441    27,201,912    (25,954,353)     1,301,000

Net loss                      --        --            --       (618,725)      (618,725)
                       ---------   -------   -----------   ------------    -----------

Balance December 31,
   2001                5,344,129   $53,441   $27,201,912   $(26,573,078)   $   682,275
                       =========   =======   ===========   ============    ===========
</TABLE>

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


                                      F-5
<PAGE>


                           CREDITRISKMONITOR.COM, INC.
                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                    2001            2000
                                                                    ----            ----

<S>                                                            <C>            <C>
Cash flows from operating activities:
     Net loss                                                  $  (618,725)   $  (809,335)
     Adjustments to reconcile net loss to net cash provided
         by (used in) operating activities:
              Goodwill amortization                                114,407        114,407
              Depreciation                                         109,331         99,628
              Amortization of debt discount                         82,762         84,881
              Write-off of investment                               44,000             --
              Deferred compensation                                 14,583        100,417
              Deferred rent                                          2,653          5,383
              Issuance of common stock for services rendered            --          9,375
              Deferred interest expense                                 --          9,377
     Change in operating assets and liabilities:
              Accounts receivable, net                              81,879        (87,256)
              Other current assets                                (331,149)       (12,560)
              Prepaid and other assets                             (20,926)       (52,563)
              Deferred revenue                                     741,101        397,286
              Accounts payable                                      70,034         22,468
              Accrued expenses                                      11,852        (11,876)
                                                               -----------    -----------
                  Total adjustments                                920,527        678,967
                                                               -----------    -----------

Net cash provided by (used in) operating activities                301,802       (130,368)
                                                               -----------    -----------

Cash flows from investing activities:
     Purchase of property and equipment                            (48,477)       (71,863)
                                                               -----------    -----------

Net cash used in investing activities                              (48,477)       (71,863)
                                                               -----------    -----------

Cash flows from financing activities:
     Payments on promissory notes                                 (142,568)            --
     Payments on capital lease obligation                           (5,258)        (4,457)
                                                               -----------    -----------

Net cash used in financing activities                             (147,826)        (4,457)
                                                               -----------    -----------

Net increase (decrease) in cash and cash equivalents               105,499       (206,688)
Cash and cash equivalents at beginning of year                   1,215,197      1,421,885
                                                               -----------    -----------

Cash and cash equivalents at end of year                       $ 1,320,696    $ 1,215,197
                                                               ===========    ===========


Supplemental disclosure of cash flow information:
   Cash paid during the year for:
         Interest                                              $    48,963    $     2,622
                                                               ===========    ===========

         Income taxes                                          $     3,068    $     4,511
                                                               ===========    ===========
</TABLE>

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


                                      F-6
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

CreditRiskMonitor.com, Inc. (also referred to as the "Company") 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

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

Goodwill resulting from business acquisitions represents the excess of purchase
price over fair value of net assets acquired and is being amortized over 20
years using the straight-line method. The carrying value of goodwill is
evaluated periodically for impairment. Any impairment loss is recognized in the
period when it is determined that the carrying value of the goodwill may not be
recoverable. Accumulated amortization at December 31, 2001 and 2000 was $333,688
and $219,281, respectively. Amortization expense was $114,407 and $114,407 for
the years ended December 31, 2001 and 2000, respectively. If the Company
identifies a permanent impairment such that the carrying amount of the Company's
enterprise level goodwill is not recoverable using the sum of an undiscounted
cash flow projection, a new cost basis for the


                                      F-7
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


impaired asset will be established. This new cost basis will be net of any
recorded impairment. As of December 31, 2001, management believes no impairment
of goodwill has occurred.

Long-Lived Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of, the Company reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amounts
of the assets may not be recoverable. Furthermore, the assets are evaluated for
continuing value and proper useful lives by comparison to expected future cash
projections. As of December 31, 2001, 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, 2001 reflect the income (loss)
available to stockholders for the year divided by the weighted average of common
shares outstanding during the period (Note 10).


                                      F-8
<PAGE>


                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


Stock Option Plans

The Company has elected to continue to apply the provisions of Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees and provide the pro forma disclosure provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. The Company accounts for its stock
option plans in accordance with the provisions of APB No. 25 and related
interpretations. Accordingly, compensation expense for employees and directors
would be recorded on the date of grant only if the current market price of the
underlying stock exceeded the exercise price.

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, accounts payable, and
accrued expenses 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, 2001 and 2000, there were no items that gave rise to
comprehensive income.

Segment Information

The Company observes 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


                                      F-9
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


customers. The Company currently believes it operates in one segment.

Recently Issued Accounting Standards

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets.
Under these new standards the FASB eliminated accounting for certain mergers and
acquisitions as poolings of interests, eliminated amortization of goodwill and
indefinite life intangible assets, and established new impairment measurement
procedures for goodwill. For calendar-year reporting companies, the standards
become effective for all acquisitions completed on or after June 30, 2001.
Changes in financial statement treatment for goodwill and intangible assets
arising from mergers and acquisitions completed prior to June 30, 2001 became
effective January 1, 2002. The Company is currently assessing the impact that
implementing these standards will have on its results of operations and
financial position.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144 will
be effective for financial statements of fiscal years beginning after December
15, 2001. The Company adopted this statement for its fiscal year beginning
January 1, 2002, and does not anticipate that it will have a material impact on
its consolidated financial results.

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, 2001, the Company had Federal NOL carryforwards of
approximately $8,136,000, which expire through 2020. In 2001 and 2000, because
the Company cannot be certain of future utilization of the NOL deduction, the
Company has recorded a full valuation allowance for the related deferred tax
asset.

As of December 31, 2001 and 2000, the Company has a deferred tax asset of
$3,113,000 and $3,456,000, 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 cannot be certain of
future utilization of the deferred tax assets.


                                      F-10
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


NOTE 4 - WRITE-OFF OF INVESTMENT

During 2000, the Company invested $44,000 in a limited liability company whose
other shareholders were affiliates of the National Association of Credit
Management ("NACM"). Due to operating losses experienced by this company, the
shareholders voted to dissolve and liquidate the company as of September 30,
2001. CRM does not anticipate receiving any proceeds from the dissolution of
this company nor is it obligated to pay any of the liabilities of this entity.
Accordingly, the Company has taken a charge for the write-off of this investment
in the third quarter of 2001.

NOTE 5 - COMMON STOCK, STOCK OPTIONS, AND STOCK APPRECIATION RIGHTS

Common Stock

At December 31, 2001, 767,350 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 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 provides 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 to 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, 2001, the Company does not have any preferred stock
outstanding.

Stock Options and Stock Appreciation Rights

The Company has three stock option plans: the 1998 Long-Term Incentive Plan, the
1992 Incentive Stock Option 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


                                      F-11
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


shares of common stock. At December 31, 2001, there were options outstanding for
615,100 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 1992 Incentive Stock Option Plan authorizes the grant of incentive
stock options to employees 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 issued or
transferred pursuant to options granted under the Incentive Stock Option Plan,
as amended, is 150,000 shares of common stock. At December 31, 2001, there were
150,000 options outstanding for shares of common stock under this plan, none of
which were then currently exercisable. 75,000 became exercisable on January 19,
2002. The remaining 75,000 options became exercisable on this date subject to
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. These
options expire on August 25, 2003. No option may be exercised unless the holder
is then an employee of the Company, provided that such exercise may be made for
no more than three months following termination of employment or one year after
death while being employed. No options may be granted under this plan after June
12, 2002.

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 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, 2001, there were options outstanding for 2,250 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, 2001 and 2000, nor are there any
stock appreciation rights outstanding at December 31, 2001 and 2000.


                                      F-12
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


Transactions with respect to the Company's stock option plans for the years
ended December 31, 2001 and 2000 are as follows:

                                                        Weighted
                                                         Average
                                          Number        Exercise
                                         of Shares       Price
                                         ---------       -----

Outstanding at December 31, 1999          974,050       $ 1.3249
     Granted                              105,600         3.9589
     Forfeited                            (97,100)        1.0624
                                         --------

Outstanding at December 31, 2000          982,550       $ 1.6339
     Granted                              185,600         1.0088
     Forfeited                           (400,800)        2.5179
                                         --------

Outstanding at December 31, 2001          767,350       $ 1.0210
                                         ========       ========

As of December 31, 2001, there were 884,900 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, 2001:

<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
   ---------------          -----------        ----------           -----         -----------       -----

<C>                            <C>                 <C>            <C>               <C>              <C>
$ 0.0001 - $ 1.7500            639,600             5.92           $0.2943           1,000            $0.1020
$ 2.1875 - $ 4.5000            100,750             8.18           $3.6158           1,250            $2.1875
$ 6.0000 - $10.1250             27,000             7.30           $8.5532              --                 --
                               -------             ----           -------           -----         ----------

                               767,350             6.27           $1.0210           2,250            $1.2606
                               =======                                              =====
</TABLE>

The weighted average fair value at date of grant for options granted during 2001
and 2000 was $0.38 and $1.78 per option, respectively. The fair value of options
at date of grant was estimated using the Black-Scholes model with the following
weighted average assumptions:

                                                        Years ended December 31,
                                                        ------------------------
                 Assumption                              2001             2000
                 ----------                              ----             ----

Risk-free interest rate                                  5.13%            5.86%
Dividend yield                                           0.00%            0.00%
Volatility factor                                        2.37             1.23
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


                                      F-13
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


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.

The Company has adopted the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation, and applies APB Opinion No. 25 and
related interpretations in accounting for its option plan pursuant to SFAS No.
123. Accordingly, no compensation cost has been recognized for the stock options
granted in the prior two years. Had compensation cost been determined based on
the fair value at the grant date consistent with the provisions of this
statement, the Company's pro forma net loss and net loss per share would have
been as follows:

                                                2001                2000
                                                ----                ----

Net loss
     As reported                            $ (618,725)        $ (809,335)
     Pro forma                              $ (717,666)        $ (900,447)
Net loss per share - basic and diluted
     As reported                            $  (0.12)          $    (0.15)
     Pro forma                              $  (0.13)          $    (0.17)


NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                 2001          2000
                                                 ----          ----

Computer equipment and software              $  419,881    $  373,407
Furniture and fixtures                           54,322        52,319
Capitalized lease                                29,030        29,030
                                             ----------    ----------
                                                503,233       454,756
Accumulated depreciation and amortization      (270,730)     (161,399)
                                             ----------    ----------

                                             $  232,503    $  293,357
                                             ==========    ==========


NOTE 7 - PROMISSORY NOTES

In July 2001, the Company entered into a Note Consolidation Agreement with
Market Guide Inc. ("MGI"), which 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, into a new secured note with a face value of
$1,093,654. The new note bears interest at the rate of 8.5% per annum from July
1, 2001 and is payable in 60 equal monthly installments of principal and
interest of $22,438 each, commencing July 31, 2001. In accordance with the terms


                                      F-14
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


of Emerging Issues Task Force ("EITF") Issue No. 96-19, Debtor's Accounting for
a Modification or Exchange of Debt 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 9.98%
based on the carrying value of the old debt instrument.

The new note is secured by the assets purchased 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, 2001 are as
follows:

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

2002                                  $ 180,258
2003                                    199,094
2004                                    219,898
2005                                    242,876
2006                                    130,770
                                      ---------
                                        972,896
Less current portion                    180,258
                                      ---------

                                      $ 792,638
                                      =========


NOTE 8 - DEFERRED COMPENSATION

Beginning January 20, 1999, the Company is compensating its President and Chief
Executive Officer at the rate of $150,000 per annum, of which $25,000 and
$90,000 were deferred in 2001 and 2000, respectively. This deferral is until
such time as the Company achieves 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 7) 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.


NOTE 9 - LEASE COMMITMENTS

The Company's operations are conducted from a leased facility, which is under an
operating lease that expires in approximately three years.


                                      F-15
<PAGE>

                           CREDITRISKMONITOR.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000
                                   (Continued)


The Company also leases certain equipment under operating leases that expire
over the next three years. Rental expenses under operating leases were $104,071
and $103,905 for the years ended December 31, 2001 and 2000, 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.

Future minimum lease payments for the capital lease and noncancelable operating
leases at December 31, 2001, are as follows:

                                                      Capital Lease    Operating
                                                       Obligation       Leases
                                                       ----------       ------

2002                                                   $  7,632       $ 103,919
2003                                                      7,632         106,814
2004                                                      6,360          98,714
                                                       --------       ---------

Total minimum lease payments                             21,624       $ 309,447
Less amounts representing interest                        3,157       =========
                                                       --------

                                                         18,467
Less current portion of capitalized lease obligation      5,868
                                                       --------

Long-term capitalized lease obligation                 $ 12,599
                                                       ========


NOTE 10 - INCOME (LOSS) PER SHARE

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

                                                       2001            2000
                                                       ----            ----

Net loss                                           $  (618,725)    $  (809,335)
                                                   ===========     ===========

Basic average common shares outstanding              5,344,129       5,344,129
                                                   ===========     ===========

Net loss per share - basic and diluted             $    (0.12)     $     (0.15)
                                                   ==========      ============

The effect of all potentially dilutive securities (i.e., options and warrants)
is anti-dilutive for 2001 and 2000. Accordingly, basic and diluted loss per
share are the same for those years.


                                      F-16
<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 28, 2002                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 28, 2002                By: /s/ Jerome S. Flum
                                            Jerome S. Flum
                                            Chairman of the Board and
                                            Chief Executive Officer


Date: March 28, 2002                By: /s/ Lawrence Fensterstock
                                            Lawrence Fensterstock
                                            Chief Financial Officer


Date: March 28, 2002                By: /s/ Richard J. James
                                            Richard J. James
                                            Director


Date: March 28, 2002                By: /s/ Leslie Charm
                                            Leslie Charm
                                            Director