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, 1999

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

      For the transition period from to _______________ 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 number)

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

Issuer's telephone number: (516) 610-4000

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. $1,259,019.

The  aggregate   market  value  of  the   Registrant's   common  stock  held  by
non-affiliates  as of March 6, 2000 was $14,337,454.  The Company's common stock
is traded on the OTC Electronic Bulletin Board.

There were  5,341,129  shares of common stock $.01 par value  outstanding  as of
March 6, 2000.

Documents incorporated by reference: None

Transitional Small Business Format (check one);   Yes __ ; No _X_



<PAGE>


                                     PART I


ITEM 1.  BUSINESS

     CreditRiskMonitor.com,  Inc.  (the  "Company"  or "CRM") was  organized  in
February 1977 under the laws of the State of Nevada and adopted its present name
in May 1999.

     The Company 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.  As a result of the Asset
Sale,  the Company was no longer an operating  company.  From 1994 to 1998,  the
Company had no revenues and its income was derived from  interest and  dividends
and gains on the sale of its assets. The Company's assets from 1994 through 1998
consisted  principally  of cash,  cash  equivalents  and  marketable  investment
securities.

     In September  1998 the Company paid $60,000 for 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 for a purchase price of approximately $2.39 million,  including
the $60,000 paid for the Option.  The $1.23 million cash portion of the purchase
price  was  paid at  closing  and the  balance  is  represented  by two  secured
promissory notes, one for approximately  $100,000 and the other for $1.0 million
(together the "MGI Notes").  The $100,000 MGI Note, which bears interest at 8.5%
from the closing date, provides for the deferral of principal amortization until
February  2001.  The $1.0 million MGI Note bears  interest at 6% from July 2001,
and provides for the deferral of principal  amortization  until such date. After
the respective  deferrals,  both MGI Notes are then payable over 24 months.  The
MGI Notes are secured by a first priority  purchase  money security  interest on
substantially all of the assets of the Company.

     The assets purchased include customer  contracts,  receivables,  equipment,
software and intangibles.

     Following  the closing of the CM Service  purchase,  the Company  filed the
necessary  assumed name  certificate and commenced doing business under the name
"CreditRiskMonitor.com".

     During January 1999, the Company completed a private placement of 1,300,000
shares of its Common  Stock to  approximately  25  "accredited  investors"  at a
purchase  price of $2.50 per share,  for gross  proceeds of $3.25  million  (the
"1999 Private  Placement").  The proceeds from the 1999 Private  Placement  were
used to finance the cash portion of the CM Service acquisition and the remainder
will be used for future working capital needs.

     For a period of five years after the closing of the CM Service acquisition,
MGI has agreed to furnish to the Company the database of credit information used
in the  preparation  of CRM's  credit  analysis


<PAGE>

reports,  at no  charge  through  December  31,  2000  and at  specified  prices
thereafter,  based on the number of users per  subscriber  to the  reports.  The
agreement is cancelable by the Company on 90 days' notice.

     MGI also  has  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. In addition,  for a two
year period,  MGI has agreed not to provide its data or information to any other
business for use in reports targeted specifically to corporate credit personnel,
including  a  specified  list  of  CRM  competitors  or  potential  competitors,
including The Dun & Bradstreet Corporation ("D&B").

     The  Company  has  agreed  not to  compete  with  MGI in its  other  credit
information  services  for a period  of two  years,  so long as the  Company  is
obtaining its data directly and not from MGI, or for a period of five years,  so
long as the Company is obtaining  its data from MGI. This  restriction  does not
apply, however, if the Company acquires its data from sources other than MGI.

The CreditRiskMonitor Business

     In 1996,  some of CRM's  current  management,  all of whom  have  extensive
experience in the credit reporting  industry,  approached MGI to explore the use
of MGI's database as the basis for an Internet-based product which would provide
information  specifically  designed for the corporate credit  professional.  MGI
maintains,  collates and provides information on publicly reporting companies to
the securities and investment  communities.  Since no real-time Internet product
existed in this area,  MGI agreed to finance the  development  of such a product
and formed the CM Service  division in September 1996. CM Service  commenced its
sales  operations,  as a division of MGI, in April 1997,  when it introduced its
Internet-based   credit  information   service  after  an  intensive  period  of
development.

     The Company  believes  that CRM is the only totally  real-time  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  extensive  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 with the most timely,
technologically  advanced,  lowest cost credit information service available. In
the 36 months since CRM's service has been available over the Internet,  CRM has
attracted  almost 550  subscribers  at an average annual  subscription  price of
approximately  $3,700.  CRM  currently  monitors,  for  the  purpose  of  credit
evaluation,  approximately  8,900 U.S.  publicly  held domestic  retail  chains,
wholesalers and manufacturers in various industries.

     CRM  designs  its product for  corporate  credit  managers  who must decide
whether or not to ship their company's goods to their customers,  thus extending
credit on the  purchase.  If the  purchaser is unable to pay the account when it
comes due, the selling company can suffer  substantial  losses.  The decision to
ship or not to ship  may  have to be



                                       2
<PAGE>

made under intense time pressure,  with potentially  devastating  results if the
manager has inaccurate or stale information.

     With  the  continuing  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 the amount of information that has become  available,  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 that helps to continuously  monitor the  creditworthiness  of the public
companies  they do  business  with,  in the  shortest  possible  time and with a
minimum of 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 40,000 members,  but some industry observers believe
the number of U.S.  credit  managers or personnel  performing  this  function is
substantially  greater. 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.  We believe that our service has a large market that has only
been minimally penetrated.

     Future sales,  however,  will be even more dramatically impacted when CRM's
private company coverage is initiated. CRM plans to increase its credit coverage
to private  companies by the end of 2000.  CRM  presently  sells its stand alone
public  company  service for an annual base fee of $3,500.  The private  company
service is expected to be sold for an additional fee.

     Many of our existing  public  company  service  subscribers  have indicated
their intent to purchase this upcoming private company  service.  A customer who
subscribes  to both the  private  and public  company  services  will  receive a
pricing  discount.  Due largely to the addition of the private company coverage,
over the next two years CRM  believes  that its  customer  base and  revenue per
customer will expand significantly.

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

     o    Low cost.  The value of CRM's  service far  exceeds the $3,500  annual
          base price to the  subscriber.  This price is low compared to the size
          of the  possible bad debt loss to the  subscriber  and compared to the
          cost of competitive products.

     o    Counter-cyclical.  CRM's  business  appears  to have  counter-cyclical
          characteristics.   If  the  economy  slows  down  or  contracts,   the
          importance of the corporate  credit manager  function should increase.
          Additionally,  products  that allow credit  managers to perform  their
          jobs more efficiently and effectively should gain



                                       3
<PAGE>

          market share in any business environment.

     o    Recurring revenue stream. Because of the ease of use and CRM's service
          sophistication,  users  develop a residual  comfort level that acts to
          reduce the risk of replacement by a competitive service. The recurring
          annual fee income stream gives us stability  and profit  potential not
          found in a one-time sale product-based company.

     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 are  relatively  stable over a wide
          range of increasing revenue. Margins should increase faster than sales
          in the future.

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

     o    Management.  CRM has  in-place  an  experienced  management  team with
          meaningful  equity  incentives  geared  to  sales  and  profitability.
          Management  combines  proven  talent  in  three  critical  areas:  (1)
          business  credit  evaluation  systems,  (2) internet  development  and
          sales,  and (3) management with execution  experience.  Viewed another
          way,  CRM's  management  is a  balanced  team  not  skewed  in any one
          discipline.

     o    Competitor's vulnerability.  CRM is primarily competing against D&B, a
          New York Stock  Exchange  company  that has a near total  monopoly for
          business credit  services.  D&B's service appears to be more expensive
          and less  timely  than  CRM's.  CRM's  internet  driven  service  is a
          technological  breakthrough that allows a significant reduction in the
          selling  price of credit risk  analysis.  CRM's  tight cost  structure
          allows its low prices to translate into a high margin business.  Thus,
          the Company  believes that D&B is vulnerable on both price and product
          utility.

     o    Private  company  market.  CRM's  service is designed to penetrate the
          large market for credit  information  on  publicly-held  companies but
          even this market is small compared to the need for credit  information
          on privately-owned  companies.  CRM plans to have a product which will
          allow a company to  evaluate  its credit risk of doing  business  with
          private companies by the end of 2000.

The Company's Goals

     o    Lowest cost provider.  CRM's  analysis and  preparation of data into a
          usable form is nearly  100%  computer  driven and minimum  incremental
          personnel  costs are  required  to  broaden  the  number of



                                       4
<PAGE>

          companies  analyzed.  CRM delivers all of its information to customers
          via the  Internet  and  there  is a  seamless  interface  between  the
          preparation  and  the  delivery  of  a  company  credit  report  to  a
          subscriber.  CRM's cost  structure is believed to be the lowest in its
          industry.

     o    Retain hedge  characteristics.  If the economy  slows down or enters a
          recession,  general corporate credit risk will increase and the credit
          manager's function should rise in importance and complexity. Since the
          cost of its  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 should be  counter-cyclical  if
          growth in the U.S. economy growth slows or declines.

     o    Private company service. CRM plans to begin monitoring the credit risk
          of private companies by the end of 2000. This proprietary service will
          monitor  private  companies and has a greater  market  potential  than
          CRM's present service for the public company  market.  Meaningful data
          for private companies,  as opposed to public companies,  is scarce and
          the occurrence of credit risk loss is  substantially  more frequent on
          credit  extended to private  versus  public  corporations.  Also,  the
          number of the private  companies dwarfs the number of public companies
          in the U.S.  Therefore,  the  private  company  credit  risk  analysis
          product has the potential of penetrating a significantly larger market
          than the public company market.  The Company believes that its product
          utility and revenue per subscriber  will increase  significantly  over
          the next two years.

     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.

Important Business Considerations

     o    Customer Base. Before a sophisticated  customer purchases our service,
          this type of  customer  had the  ability  to  evaluate  CRM versus the
          competition.  Although  CRM's  present  service  has only  been on the
          market for approximately  three years and only recently  increased its
          coverage  to over 8,900  companies,  there is already a  sophisticated
          list of subscribers, a partial list of which includes:

                                       5
<PAGE>


                           PARTIAL LIST OF SUBSCRIBERS

================================================================================
3 Com Corporation                         Maytag Appliances
--------------------------------------------------------------------------------
AIWA America                              Nike
--------------------------------------------------------------------------------
Bristol Myers Squibb                      Nikon
--------------------------------------------------------------------------------
CIT Group                                 Pepsico
--------------------------------------------------------------------------------
Colgate Palmolive                         Philips Consumer Communications
--------------------------------------------------------------------------------
Compaq Computer                           Polaroid
--------------------------------------------------------------------------------
Cosco                                     Rayovac
--------------------------------------------------------------------------------
Dow Chemical Company                      Rhone-Poulenc Rorer
--------------------------------------------------------------------------------
Fuji Photo Film                           Samsung Electronics America
--------------------------------------------------------------------------------
Georgia Pacific                           Schering Plough
--------------------------------------------------------------------------------
Johnson & Johnson                         Sharp Electronics
--------------------------------------------------------------------------------
Lever Brothers                            Sony Electronics
--------------------------------------------------------------------------------
Lexmark International                     Warnaco
--------------------------------------------------------------------------------
M&M/Mars                                  Yamaha Corp. of America
================================================================================

     o    Recurring income stream.  The annual base subscription price of $3,500
          is not only very low compared to competitive  products but also to the
          amount of loss  inherent  in the  credit  exposure  of  shipping  to a
          customer who cannot pay.  Because of the ease of use and CRM's product
          sophistication,  users appear to develop a residual comfort level that
          acts  to  reduce  the  risk  of  replacement  of  CRM's  service  by a
          competitive  product.  CRM's  recurring  income stream should give the
          Company  stability  and  profitability  not found in a  one-time  sale
          product-based company.

     o    Potentials for cost reductions.  The Company foresees  declining costs
          in some important expenses, which should increase net profits from its
          subscription  income  stream.  Computer  and  communication  costs are
          coming down regardless of the Company's management skills. 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 will
          grow  larger each year and the Company  pays no sales  commissions  on
          renewals versus approximately 30% for new sales. In addition,  MGI has
          contracted  to  provide  financial  data  to  CRM at no  cost  through
          December  31,  2000,  and at the rate of $5.00 per  month,  per single
          password  subscriber,  from January 1, 2001 through  December 31, 2003
          (MGI's data cost is slightly higher for subscribers with more than one
          password).  In the  future,  the  cost  of  obtaining  public  company
          financial  data should also  continue  its  downward  slide as the SEC
          works  towards  its goal of total  electronic  filing  into a database


                                       6
<PAGE>

          template.  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.  Another  potential
          for cost  reduction is the Company's  $12.8 million NOL  carryforwards
          (expiring in varying amounts annually through 2019) which, the Company
          believes, should be available to shelter future taxable income.

     o    Dependence on Internet  Access to Conduct  Business.  CRM's product is
          only distributed over the Internet and, therefore,  a lack of Internet
          access at a potential  customer's  site makes it  impossible  for that
          customer to utilize the service.  When CRM started selling its service
          in April 1997,  the single  largest sales  impediment  was the lack of
          Internet access at a prospective  customer's  site. CRM estimates that
          in excess of 60% of all sales calls, in 1997,  encountered this block,
          but that it  encountered  lack of Internet  access in 15% of its sales
          calls during  1999.  Most  industry  observers  believe that  Internet
          access,  at the company  level,  is  beginning to explode as companies
          learn of the  Internet's  utility as a sales,  advertising,  training,
          administrative  and purchasing  tool.  These observers expect Internet
          availability  to reach 80% to 90% of the  corporate  world in the next
          few years. There is a lag, however, between a company getting Internet
          access and its credit department being hooked into the Internet. It is
          clear,  however,  that this single largest sales block for CRM service
          is being reduced at a rapid rate.

Marketing and Sales

     CRM's goal is to establish its service as the preeminent  online  financial
information and news service  dedicated to credit  professionals  doing business
with  publicly  held and, in the near  future,  privately  held  companies.  CRM
expects to maintain its  subscriber  base by  continuing  to provide the highest
quality service so that subscribers  will continue to renew their  subscriptions
each  year.  This  is most  important,  as the  profitability  of a  renewal  is
substantially greater than the profit on an initial sale.

     To capture a significant percentage of the market for online 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  will  continue  to  use  a  combination   of  direct  mail,
telemarketing,   print  advertising  in  various  trade  journals,   trade  show
representation and speaking engagements before credit associations.

Employees

     As of March 6, 2000, the Company employed 25 persons full time. None of the
Company's employees is covered by a collective bargaining agreement. The Company
believes its relations with its employees to be satisfactory and has suffered no
interruption in operations.




                                       7
<PAGE>

     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,  but has  adopted a stock  option plan  covering  its
employees.

Net Operating Loss Carryforwards

     At  December  31,  1999,  the  Company  had NOL  carryforwards  aggregating
approximately  $12.8 million,  which, to the extent available under the Internal
Revenue Code of 1986,  as amended (the  "Code"),  may be used to shelter  future
taxable income of the Company, if any. Section 382 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.  If,  however,  an ownership  change occurs and during the
following 2-year period the Company does not continue its historic business,  no
NOL carryforwards would be available.

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

     The Company believes that no owner shifts or ownership changes had occurred
prior to its 1999 Private Placement.  That Private Placement,  however, resulted
in a sale of approximately 23% of the outstanding  Common Stock to approximately
25 investors who are, as a group, a "5-percent shareholder".  Hence, the Private
Placement constitutes an "owner shift" of approximately 23%.

     If subsequent  transactions were to occur involving 5-percent  shareholders
within the applicable three-year testing period following the Private Placement,
or any subsequent  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.

ITEM 2.  PROPERTIES.

     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  $7,560  during  the  first  year and
increases of 3% per annum in subsequent  years,  plus escalation for real estate
taxes.


                                       8
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS.

     Neither the Company nor its  property is a party to or subject of a pending
legal proceeding.

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, 1999, either through the
solicitation of proxies or otherwise.


                                       9
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S 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  for  the  Common  Stock  as  reported  on the
over-the-counter market Bulletin Board Service for each calendar quarter of 1998
and 1999.  Such market  quotations  reflect  inter-dealer  prices without retail
markup,   markdown  or  commission  and  do  not  necessarily  represent  actual
transactions.

                                            High Bid                   Low Bid
                                            --------                   -------
1998
         First Quarter                      $ 0.03                     $ 0.0001
         Second Quarter                     $ 0.01                     $ 0.0001
         Third Quarter                      $ 0.01                     $ 0.01
         Fourth Quarter                     $ 5.25                     $ 0.01

1999

         First Quarter                      $ 6.00                     $ 2.00
         Second Quarter                     $10.00                     $ 4.50
         Third Quarter                      $ 4.75                     $ 3.125
         Fourth Quarter                     $ 5.00                     $ 1.25

     On March 6, 2000, there were  approximately  560 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 OPERATION.

Financial Condition

     From October 1993,  when it sold its previous  natural  foods  distribution
business (the "Asset Sale"), through the end of 1998 the Company had no revenues
from operations.

     During this period,  the Company received  revenues from notes issued to it
in  connection  with the  Asset  Sale.  During  1997 and  1998 the  Company  was
required,  by the terms of its then outstanding  Series A and Series B Preferred
Stock (which required payment of liquidation preferences upon a sale or transfer
of  substantially  all the  assets  of the  Company)  to pay out the  applicable
liquidation preferences to Flum Partners, the holder of those series.

     As previously  reported,  the Company issued to Flum Partners at the end of
1997 and in the first  quarter  of 1998 a total of $1.8  million of



                                       10
<PAGE>

cash, plus 1,100,000 shares of its new Senior Preferred Stock  (convertible into
3,598,299 shares of Common Stock) in payment of the liquidation  preferences and
accrued  dividends on the Series A Preferred Stock and Series B Preferred Stock.
This cash payment  effectively  dissipated all of the Company's liquid assets as
at the end of 1997 and the share  issuance  gave Flum  Partners the right to own
and  vote  90%  of  the  Company's   outstanding  equity  shares.  See  "Certain
Transactions" in Part III below.

     As  described   under   "Business,"   during  1998  the  Company   located,
investigated  and  negotiated  the  purchase  of  the  CreditRisk  Monitor  ("CM
Service")  business then owned by Market Guide Inc.  ("MGI").  In September 1998
the  Company  purchased  an  option to  purchase  the  assets of the CM  Service
business for  approximately  $2.39 million.  It exercised its option on December
29, 1998 and the transaction closed effective January 19, 1999. The terms of the
purchase  price and the  Company's  notes  issued in  connection  therewith  are
described  under  "Business"  and in the  Notes  to the  Company's  Consolidated
Financial Statements.

     In order to  raise  funds 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 that 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.
Management  believes that the proceeds of this  offering  will provide  adequate
working  capital to fund  operating  losses of CRM until cash breakeven has been
achieved. The Company expects to achieve cash flow breakeven status during 2000.

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

     At December  31, 1999,  the Company had cash,  cash  equivalents  and other
liquid assets of $1.42 million  compared to $13,400 of liquid assets at December
31, 1998, and had working  capital of $624,295,  compared to working  capital of
$30,628  at  December  31,  1998,  in each  case  reflecting  the  1999  Private
Placement.  The Company has no bank lines of credit or other currently available
credit sources.

     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 over
the next two years.

     The  purchase of the CM Service  business in January 1999  transformed  the
Company into an operating  company with revenues from  operations  and increased
its employee base from 1 employee in 1998 to 25



                                       11
<PAGE>

full time employees as of March 6, 2000.

Operations

     1999 vs. 1998 and 1998 vs. 1997

     The Company  terminated its business as a food  manufacturer on October 22,
1993,  when it sold its operations in the Asset Sale. It conducted no operations
in the fiscal years ended December 31, 1997 and December 31, 1998.

     As a start-up business, the Company incurred a net loss of ($1,252,698), or
($0.23) per share, for the year ended December 31, 1999. Included is a write-off
of $134,076 representing a portion of the purchase price paid for the CRM assets
allocated to in-process research and development  projects that have not reached
technological feasibility and have no probable alternative future uses.

     Net loss for the year ended December 31, 1998 was ($23,439), or ($0.06) per
share,  reflecting  selling,  general and  administrative  expenses in excess of
interest and dividend income. The Company eliminated the Chairman's compensation
expense  when  Mr.  Flum's  employment   contract  was  terminated.   After  the
distribution  of  assets  to  Flum  Partners,  the  Company  had no  substantial
investment income.

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

     As a result of the  Company's  limited  operating  history and the emerging
nature of the 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 quarterly 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


                                       12

<PAGE>

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  successfully  manage the  integration of  third-party  data into its
Internet  site,  (ix)  technical  difficulties,   system  downtime  or  Internet
brownouts, (x) the amount and timing of operating costs and capital expenditures
relating to expansion of the Company's business,  operations and infrastructure,
and (xi) general  economic  conditions and economic  conditions  specific to the
Internet and the credit information industry.

Federal Tax Considerations

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

     Limitations  imposed by Section  382 of the Code upon the  availability  of
NOLs would apply if certain  changes  were to occur in ownership of the Company.
Thus,  the  Company's  utilization  of its  carryforwards  in the  future may be
deferred and/or reduced if the Company  undertakes  further equity financings or
if certain other changes occur in the ownership of the Common Stock. Finally, if
the Company becomes an investment  company subject to the Investment Company Act
of 1940, it will no longer be entitled to a deduction for NOLs.  See "Business -
Net Operating Loss  Carryforwards".  For  information  regarding the amounts and
expiration dates of the Company's NOLs, see Note 3 to the Company's Consolidated
Financial Statements.

Recently Issued Accounting Standards

     In June 1999, the FASB issued Statement of Financial  Accounting  Standards
("SFAS") No. 137, Accounting for Derivative  Instruments and Hedging Activities.
SFAS No. 137 is an amendment to Statement of Financial  Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities.  SFAS No. 137
establishes  accounting and reporting  standards for all derivative  instruments
and  is   effective   for  fiscal   years   beginning   after  June  15,   2000.
CreditRiskMonitor.com  does not currently have any derivative  instruments  and,
accordingly,  does not expect the  adoption of SFAS No. 137 to have an impact on
its financial position or results of operations.




                                       13
<PAGE>

Year 2000 Issues

     The Company did not experience  any material  disruptions in its operations
or activities as a result of the so-called  "Y2K  Problem".  Nor did the Company
incur material  expenses in correcting  perceived or suspected Y2K problems.  In
addition,  the  Company is not aware  that any of its  suppliers,  customers  or
on-line partners has experienced any material disruptions in their operations or
activities.  The Company does not expect to encounter  any such  problems in the
foreseeable future, although it continues to monitor its computer operations for
signs or indications of such a problem.

Risks and Other Considerations

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

     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    While  the  Company   expects  to  expand  its  credit   reporting  to
          privately-owned  companies  in 2000,  if it is  unable  to do so,  its
          ability to market its service will be  substantially  impeded and such
          impediment could have a material adverse affect upon the Company.

     o    If CRM is unable to generate  sufficient cash flow or otherwise obtain
          funds  necessary to make required  payments on the Market Guide Notes,
          it would be in default under the terms thereof, which would permit the
          holders of such Notes to accelerate the



                                       14
<PAGE>

          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 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.



                                       15
<PAGE>

          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  consolidated  financial  statements  of the  Company as of and for the
years  ended  December  31, 1999 and 1998,  together  with the report of Clifton
Gunderson L.L.C.,  independent  auditors,  are set forth at pages F-1 to F-17 of
this Report on Form 10-KSB.

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

     None.


                                       16
<PAGE>


                                    PART III


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

Directors and Executive Officers

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

<TABLE>
<CAPTION>
====================================================================================================================
                                                        Principal Occupation/Position           Officer or
            Name                        Age                   Held with Company                  Director
                                                                                                   Since
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>                                   <C>
Jerome S. Flum                           59            Chairman of the                             1983
                                                       Board/President/
                                                       Chief Executive Officer
--------------------------------------------------------------------------------------------------------------------
Joseph L. DeMartino                      36            Senior Vice President/Chief           September 1, 1999
                                                       Operating Officer
--------------------------------------------------------------------------------------------------------------------
Lawrence Fensterstock                    49            Senior Vice President/Chief           January 20, 1999
                                                       Financial Officer/
                                                       Secretary
--------------------------------------------------------------------------------------------------------------------
Richard J. James                         60            Director                                    1992
--------------------------------------------------------------------------------------------------------------------
Leslie Charm                             56            Director                                    1994
====================================================================================================================
</TABLE>


     The sole officer of the Company in 1998 was Mr. Flum,  Chairman,  President
and Chief Executive Officer.

     Jerome  S. Flum has been a  director  of the  Company  since  1983.  He was
appointed  President and Chief Executive  Officer of the Company and Chairman of
the Board of Directors in June 1985.  Since 1995,  Mr. Flum has been Chairman of
the Board of China Capital  Corp.,  a  privately-held  consulting and management
company headquartered in Bethesda,  Maryland. 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. Since 1999, Mr. Flum has been a director
of China B2B.com,  Inc., a privately-held company owned in part by China Capital
Corporation  and  headquartered  in Bethesda,  Maryland.  Mr. Flum received a BS
degree in  Business  Administration  from  Babson  College  and a JD degree from
Georgetown University Law School.

     Joseph  DeMartino  joined the firm as Chief Operating  Officer in September
1999. Previously,  he was Chief Operating Officer of Market



                                       17
<PAGE>

Guide Inc. from 1998 until its merger with Multex,  Inc. in the third quarter of
1999.  While at Market Guide,  Mr.  DeMartino was  responsible for managing many
facets of its business,  including the CreditRisk Monitor division,  information
systems,  and the  research  department.  Prior to  joining  Market  Guide,  Mr.
DeMartino was Vice President,  Account  Management for ADP's Brokerage  Services
Division from 1993 to 1998 where he managed  their largest Wall Street  clients.
He pioneered ADP's effort to install systems into non-traditional  areas such as
Research,  Investment Banking,  and Fixed Income trading at Merrill Lynch, Smith
Barney, and Prudential.  He began his career at International  Business Machines
as a Marketing  Representative in their Wall Street offices,  where he installed
the first  ever IBM  complex  system on the  floor of the  Commodities  Exchange
Center  in 1989 and later  lead the IBM team  assisting  in the  merger of Smith
Barney and Shearson in 1993. He holds a BA in Computer  Science from CUNY Queens
College.

     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 F&D 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.  Lawrence  Fensterstock is a certified public
accountant who began his career in 1973 with Arthur Andersen & Co. He had an MBA
degree  from The  University  of Chicago  Business  School and a BA degree  from
Queens College.

     Richard  James has been a director  of the Company  since  April 1992.  Mr.
James is the Customer Satisfaction Manager for the Consumer Hardware Division of
Polaroid Corporation.  In this role he is 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  encompasses  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.


                                       18
<PAGE>

     Leslie Charm has been a director of the Company since September 1994. Since
1972,  Mr.  Charm has been a partner  in the firm of  Youngman  & Charm,  a firm
specializing  in assisting  companies  that are  experiencing  operating  and/or
financial problems.  Youngman & Charm 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.

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  1999,   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 and Form 5, reporting a total of 5
transactions, for each of Flum Partners and Jerome S. Flum were filed late.


                                       19
<PAGE>


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.

<TABLE>
<CAPTION>
================================================================================================
                           SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------
                                            Annual
                                        Compensation(2)               Long-Term Compensation
------------------------------------------------------------------------------------------------
                                                                    Number of
   Name and Principal                                              Securities
       Positions                                                    Underlying      All Other
                                      Year          Salary           Options        Compensation
------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>                 <C>              <C>
Jerome S. Flum, Chairman,             1999        $ 57,500(1)            --            None
President and Chief Executive         1998        $ -0-(1)            150,000          None
Officer                               1997        $113,859               --            None
------------------------------------------------------------------------------------------------
Joseph L. DeMartino, Senior Vice      1999        $ 40,311            130,000          None
President                             1998             N/A               --            N/A
                                      1997             N/A               --            N/A
------------------------------------------------------------------------------------------------
Lawrence Fensterstock, Senior         1999        $140,582               --            None
Vice President                        1998             N/A            150,000          N/A
                                      1997             N/A               --            N/A
================================================================================================
</TABLE>

----------
(1)  Effective December 31, 1997 Mr. Flum's Employment Agreement was terminated.
     See "Related Party  Transactions."  Beginning January 20, 1999, Mr. Flum is
     being  compensated  by the  Company at the rate of $150,000  per annum,  of
     which  $90,000 per annum is being  deferred  until such time as the Company
     achieves cash flow breakeven or until the MGI Notes have been paid in full,
     whichever occurs sooner.

(2)  No Bonus or other Annual Compensation was paid during the past three fiscal
     years.

Directors' Fees

     Commencing  September 1994,  non-employee  directors  receive $450 for each
Board of  Directors'  meeting  attended,  up to a maximum  payment of $1,800 per
Director  per calendar  year.  During  1998,  non-qualified  options to purchase
36,000  shares of Common  Stock at a purchase  price of  $0.0001  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.


                                       20
<PAGE>


<TABLE>
<CAPTION>
==========================================================================================================
                                OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
----------------------------------------------------------------------------------------------------------
                                                          Individual Grants
----------------------------------------------------------------------------------------------------------
                                                     Percent of Total
                            Number of Securities    Options Granted to
                             Underlying Options    Employees in Fiscal   Exercise Basic   Expiration Date
           Name                  Amount (#)                Year           Price ($/Sh)
----------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>             <C>             <C>
Joseph L. DeMartino,               100,000                37.13%          $3.3125          9/01/2009
Senior Vice President               30,000                11.14%          $4.00           12/23/2009
==========================================================================================================
</TABLE>

----------
(1)  No stock  appreciation  rights were  granted to the  executive  officers in
     fiscal 1999.

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

<TABLE>
<CAPTION>
==========================================================================================================
                            MINIMUM ANNUAL
----------------------------------------------------------------------------------------------------------
                                        Pre-Tax Operating          Options              Cumulative Options
   Level         Gross Sales                 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 whole or in part



                                       21
<PAGE>



according  to a formula  based on the value of the  Company  at the time of such
change in control.

ITEM 11. SECURITY OWNERHSIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT

     The following  table sets forth as of March 6, 2000  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(3)                 71.08%
--------------------------------------------------------------------------------
Jerome S. Flum                            3,910,353(4)(5)              73.20%
--------------------------------------------------------------------------------
Joseph L. DeMartino                          31,000                       --*
--------------------------------------------------------------------------------
Richard J. James                              1,000                       --*
--------------------------------------------------------------------------------
Leslie Charm                                  1,000                       --*
--------------------------------------------------------------------------------
All directors and officers                3,943,353(4)(5)              73.82%
(as a group (5 persons))
================================================================================


----------
*    less than 1%

(1)  Does not give effect to (a) options to purchase  150,000  shares granted to
     Mr. Flum pursuant to the 1992  Incentive  Stock Option Plan of the Company,
     (b)  options  to  purchase  761,700  shares of Common  Stock  granted to 25
     officers,  employees  and  consultants  pursuant  to  the  1998  Long  Term
     Incentive Plan of the Company,  and (c) options to purchase an aggregate of
     36,000 shares granted to each of the other directors.  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 1,000 shares of Common Stock granted
     to non-employee directors which are immediately exercisable.

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

(3)  Includes  3,598,299  shares of Common Stock issued upon the  conversion  on
     January 20, 1999 of the Senior Preferred Stock owned by Flum Partners.


                                       22
<PAGE>

(4)  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
     3,910,353  shares of Common Stock, or 73.20% 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").  Does not include
     options to  purchase  150,000  shares  granted  to Mr.  Flum under the 1992
     Incentive Stock Option Plan.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Transactions

Payment of Liquidation Preferences and Issuance of Senior Preferred Stock

     Under the terms of the Company's previously  outstanding Series A Preferred
Stock and Series B Preferred Stock, a sale or transfer of  substantially  all of
the assets of the Company was deemed to be a liquidation, dissolution or winding
up of the Company for  purposes of  determining  the payment of the  liquidation
preferences  on the  Series A  Preferred  Stock and  Series B  Preferred  Stock.
Accordingly,  the 1993 Asset Sale entitled Flum  Partners,  the holder of all of
the  outstanding  Series A  Preferred  Stock and Series B  Preferred  Stock,  to
payment  of the  applicable  liquidation  preferences  and  accrued  and  unpaid
dividends.

     In November 1997 Flum Partners  delivered a letter to the Company demanding
payment of the  applicable  liquidation  preferences  on the Series A  Preferred
Stock and  Series B  Preferred  Stock  ($1,175,000  in the case of the  Series A
Preferred  Stock and  $310,000 in the case of the Series B Preferred  Stock) and
accrued and unpaid dividends on such shares.  On the date of the delivery of the
demand,  accrued  dividends on the Series A Preferred Stock amounted to $787,500
and accrued  dividends  on the Series B Preferred  Stock  amounted to  $111,600.
Accordingly,  the  aggregate  amount  payable  pursuant  to the  demand  of Flum
Partners was approximately $2,960,000.

     Since Flum  Partners is an  affiliate  of Mr.  Jerome Flum, a member of the
Board,  and  because  of  Mr.  Flum's  interest  in  Flum  Partners  and  in the
transaction, the Board formed an Independent Committee consisting of independent
Board members to consider the letter from Flum Partners.

     The  Independent   Committee  met  and  reviewed  the  Company's  financial
situation at such time. The Company had approximately  $1.89 million of cash and
cash  equivalents,  and it was deemed prudent for the Company to maintain a cash
balance of approximately $90,000 for potential claims and other expenses and for
working  capital to enable the  Company to



                                       23
<PAGE>

attempt to identify new business  opportunities.  Thus, $1.8 million of cash was
available for payment of the liquidation  preferences  and accrued  dividends on
the  Series A and  Series  B  Preferred  Stock,  leaving  an  unpaid  amount  of
approximately $1.16 million of cash.

     The  Independent  Committee  then  engaged in  discussions  with Mr.  Flum,
representing Flum Partners.  Pursuant to such discussions,  Flum Partners agreed
to  accept,  in payment of the  unpaid  $1.16  million of cash,  shares of a new
series of convertible senior preferred stock ("Senior Preferred Stock"), with an
aggregate liquidation  preference equal to $1.1 million,  which was $60,000 less
than the unpaid  liquidation  preferences and accrued  dividends on the Series A
Preferred Stock and Series B Preferred Stock. The new series of Senior Preferred
Stock did not accrue  dividends,  but was convertible  into 90% of the Company's
Common  Stock on a  fully-diluted  basis.  The new  Senior  Preferred  Stock was
"participating",  in that, upon a liquidation or sale of the Company,  and after
the Senior  Preferred  Stock  received its  liquidation  preference,  the Senior
Preferred  Stock would share ratably with the Common Stock on an "as  converted"
basis.

     After further negotiations with the Independent Committee,  Mr. Flum agreed
to a termination  of his existing  Employment  Agreement  effective  December 1,
1997,  saving the Company  approximately  $190,000 in salary expense through the
end of the  term of such  agreement,  in  consideration  of  which  the  Company
transferred to Mr. Flum an automobile  and computer  equipment with an aggregate
value not exceeding $10,000. Mr. Flum also agreed to continue as Chairman of the
Board and Chief Executive  Officer of the Company,  without pay, on an "at will"
basis.  Mr. Flum also agreed for a twelve month  period,  to attempt to identify
and consummate a transaction which would increase the value of the Company.

     In its  deliberations  as to the  fairness  of the  transaction,  the Board
considered the following factors:  (i) Mr. Flum agreed to terminate his existing
Employment  Agreement  with the  Company,  saving the  Company an  aggregate  of
approximately  $190,000 in salary expense; (ii) the Senior Preferred Stock would
not  accrue  dividends,  saving the  Company  approximately  $157,000  in annual
dividends;  (iii) the Senior  Preferred  Stock had a  liquidation  preference of
approximately  $60,000 less than the aggregate  amount payable in respect of the
liquidation  preferences  and accrued  dividends on the Series A Preferred Stock
and  Series B  Preferred  Stock (in this  regard the Board  recognized  that the
Series A and Series B  Preferred  Stock had  aggregate  liquidation  preferences
(plus accrued dividends) of approximately $2.96 million); and (iv) that Mr. Flum
would  attempt  for a period  of twelve  months to  identify  and  consummate  a
transaction  which would  increase the value of the Company.  With regard to the
factors described, the Board recognized that in any such transaction, the Senior
Preferred  Stock  would be  entitled to its  liquidation  preference  before any
distributions to common stockholders. The Independent Committee also noted that,
if it did not accept the proposal of Flum Partners, the Board would be obligated
to pay all of the Company's cash to Flum Partners in partial satisfaction of the
liquidation  preferences,  and then to proceed with the final liquidation of the
Company,  which  would  result  in the  holders  of Common  Stock not  receiving
anything.


                                       24
<PAGE>

     In accordance  with the  foregoing,  the Company issued to Flum Partners at
the end of 1997 and in the first quarter of 1998 a total of 1,100,000  shares of
Senior  Preferred  Stock and $1.8 million of cash in payment of the  liquidation
preferences  and accrued  dividends on the Series A Preferred Stock and Series B
Preferred Stock.

Interest of Certain Persons and Conflicts of Interest

     As a  consequence  of the  payment of the  liquidation  preferences  of the
Series A  Preferred  Stock  and  Series B  Preferred  Stock,  the  issuance  and
subsequent  conversion of the Senior Preferred Stock, and the purchase of shares
by Flum Partners in the private  placement,  and as described  above,  Jerome S.
Flum, the Chairman of the Board,  Chief  Executive  Officer and President of the
Company,  individually  and through Flum Partners,  beneficially  owns 3,910,353
shares of Common Stock. In addition,  Mr. Flum has been granted  Incentive Stock
Options  ("ISOs") to purchase  150,000 shares of the Common Stock at an exercise
price of  $0.00011  per  share  (equal to 110% of the fair  market  value of the
Common Stock on the date of grant).

Related Party Transactions

     The Company entered into an employment  agreement with Mr. Flum,  effective
as of July 1, 1992,  which  provided  for Mr. Flum to serve as the  Chairman and
Chief  Executive  Officer of the  Company  until June 30,  1999,  unless  sooner
terminated by the Company for cause, or upon death or permanent  disability.  As
more fully described  above,  Mr. Flum agreed to a termination of his Employment
Agreement effective December 1, 1997.

     In November 1998, Flum Partners,  an investment  limited  partnership which
during  1998  owned 90% of the  Company's  outstanding  voting  shares,  and the
general  partner of which is Jerome S. Flum, the Company's  Chairman,  President
and CEO,  provided  the Company  with a line of credit of up to $20,000 of which
only $5,500 was drawn upon. In consideration thereof, the Company issued to Flum
Partners  2,000 shares of Common Stock.  In addition,  Flum  Partners  purchased
160,000  shares of Common Stock as a participant  in the 1999 Private  Placement
and agreed to convert all of its 1,100,000 shares of Senior Preferred Stock into
3,598,299  shares  of Common  Stock on or prior to the  closing  of the  Private
Placement. This conversion was effected as of January 20, 1999.

     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  terminates on May 17, 2000
unless  otherwise  terminated  or extended by mutual  agreement and in any event
shall  terminate  upon the  Company  having  less than  $100,000  in federal tax
attributes.  The  Company  in turn  agreed  to  grant to Flum  Partners  and its
partners  to whom stock of the Company may be


                                       25
<PAGE>

transferred  certain  "piggyback"  registration  rights  in the  event of future
public offerings by the Company of its securities.

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

(a)  Exhibits

     2    -    Copy of the Asset Purchase Agreement dated December 29, 1998. (8)

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

     3(i)B-    Certificate  of  Designations   for  Series  A  Preferred  Stock,
               together  with  Certificate  of  Amendment   thereto  and  Second
               Certificate of Amendment thereto. (2)

     3(i)C-    Certificate of Designations for Series B Preferred Stock. (3)

     3(i)D-    Third Certificate of Amendment of The Certificate of Designations
               of Series A Preferred Stock. (7)

     3(i)E-    Certificate of Amendment of The  Certificate of  Designations  of
               Series B Preferred Stock. (7)

     3(i)F-    Certificate of Designations of Senior Preferred Stock. (8)

     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. (6)

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

     10-C -    Copy of Employment Agreement dated as of July 1, 1992 between the
               Company and Jerome Flum. (6)

     10-D -    Copy of 1988  Amendments to Company's 1985 SAR and  Non-Qualified
               Stock Option Plan. (4)

     10-E -    Letter  Agreement  dated  November  12,  1990 by and  between New
               Generation Foods, Inc. and Jerome S. Flum. (5)

     10-F -    Letter  Agreement  dated  November  27,  1990 by and  between New
               Generation Foods, Inc. and Jerome S. Flum. (5)

     10-G -    Registration  Rights  Agreement  dated  November  12, 1990 by and
               between New Generation Foods, Inc. and Jerome S. Flum. (5)

     10-H -    Letter  Agreement  dated November 18, 1997 between New Generation
               Foods, Inc., Flum Partners and Jerome Flum. (7)

     10-I -    Copy of Company's 1998 Long-Term Incentive Plan. (9)

     10-J -    Letter  Agreement dated May 17, 1999 by and between Flum Partners
               and the Company.

     11   -    Statements Regarding Computation of Per Share Earnings.

     21   -    Subsidiaries of the Company.

     27   -    Financial Data Schedule.

----------
(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.


                                       26
<PAGE>

(3)  Filed as an  Exhibit to  Registrant's  Registration  Statement  on Form S-8
     (File No.  33-17446)  filed  October  25, 1989 and  incorporated  herein by
     reference thereto.

(4)  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.

(5)  Filed as an  Exhibit  to  Registrant's  Post-Effective  Amendment  No. 3 to
     Registration  Statement  on Form S-3  filed  November  15,  1991  (File No.
     33-17446) 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, 1992 (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, 1997 (File No.  0-10825) and  incorporated
     herein by reference.

(8)  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.

(9)  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.


                                       27
<PAGE>


                        DOCUMENTS AVAILABLE UPON REQUEST

     Exhibits  3(i)A,  10-J, 11, 21 and 27 are filed with this Form 10-KSB.  All
other  exhibits  indicated  above are  available  upon  request and payment of a
reasonable  fee  approximating  the Company's  cost of providing and mailing the
exhibits by writing to:

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

(b) Reports on Form 8-K

     No reports on Form 8-K were filed  during the quarter  ended  December  31,
1999.

                                       28
<PAGE>



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



                                                                            PAGE

INDEPENDENT AUDITOR'S REPORT                                                 F-2


FINANCIAL STATEMENTS

         Consolidated Balance Sheets - December 31, 1999 and 1998            F-3

         Consolidated Statements of Operations - Years Ended
                  December 31, 1999 and 1998                                 F-4

         Consolidated Statements of Stockholders' Equity
                  (Deficit) - Years Ended December 31, 1999 and 1998         F-5

         Consolidated Statements of Cash Flows - Years Ended
                  December 31, 1999 and 1998                                 F-6

         Notes to Consolidated Financial Statements -
                  December 31, 1999 and 1998                                 F-7


                                      F-1
<PAGE>


                          Independent Auditor's Report


The Board of Directors and Stockholders
CreditRiskMonitor.com, Inc.

We   have   audited   the   accompanying    consolidated   balance   sheets   of
CreditRiskMonitor.com,  Inc. and  subsidiaries as of December 31, 1999 and 1998,
and the related  consolidated  statements of  operations,  stockholders'  equity
(deficit), and cash flows for the years then ended. These consolidated financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,    in   all   material    respects,    the    financial    position   of
CreditRiskMonitor.com,  Inc. and  subsidiaries as of December 31, 1999 and 1998,
and the  results  of their  operations  and their  cash flows for the years then
ended, in conformity with generally accepted accounting principles.


CLIFTON GUNDERSON L.L.C.


Peoria, Illinois
January 26, 2000


                                      F-2
<PAGE>


                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                                                            1999                  1998
                                                                                        ------------         ------------
<S>                                                                                     <C>                  <C>
ASSETS
Current assets:
     Cash and cash equivalents                                                          $  1,421,885         $     13,400
     Accounts receivable, net of allowance of $32,500                                        575,048                 --
     Purchase option                                                                            --                115,000
     Other                                                                                    15,798                 --
                                                                                        ------------         ------------

         Total current assets                                                              2,012,731              128,400

Property and equipment, net of accumulated depreciation                                      316,999                 --
Goodwill, net of accumulated amortization                                                  2,183,275                 --
Other assets                                                                                  21,075                 --
                                                                                        ------------         ------------

Total assets                                                                            $  4,534,080         $    128,400
                                                                                        ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
     Unearned subscription income                                                       $  1,263,145         $       --
     Accrued expenses                                                                         55,598               86,364
     Accounts payable                                                                         23,388                5,908
     Current portion of capitalized lease obligation                                           4,070                 --
     Other                                                                                    42,235                5,500
                                                                                        ------------         ------------

         Total current liabilities                                                         1,388,436               97,772

Long-term debt, net of current portion:
     Secured promissory note, net of unamortized discount
         of $167,643                                                                         832,357                 --
     Expense promissory note                                                                 106,087                 --
     Capitalized lease obligation                                                             19,990                 --
                                                                                        ------------         ------------
                                                                                             958,434                 --
Deferred compensation                                                                         86,250                 --
                                                                                        ------------         ------------

         Total liabilities                                                                 2,433,120               97,772

Redeemable convertible  voting senior preferred stock, $.01 par value (stated at
     liquidation value of $1.00 per share).  Authorized 1,100,000 shares; issued
     and outstanding -0- and 1,100,000 shares,
     respectively                                                                               --              1,100,000

Stockholders' equity (deficit):
     Preferred stock, $.01 par value.  Authorized
         5,000,000 and 3,900,000 shares, respectively;
         none issued and outstanding                                                            --                    --
     Common stock, $.01 par value.  Authorized 25,000,000
         shares; issued and outstanding 5,341,129 and
         399,830 shares, respectively                                                         53,411                3,998
     Additional paid-in capital                                                           27,192,567           22,818,930
     Accumulated deficit                                                                 (25,145,018)         (23,892,300)
                                                                                        ------------         ------------

         Total stockholders' equity (deficit)                                              2,100,960           (1,069,372)
                                                                                        ------------         ------------

Total liabilities and stockholders' equity (deficit)                                    $  4,534,080         $    128,400
                                                                                        ============         ============
</TABLE>


   These consolidated financial statements should be read only in conjunction
       with the accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>


                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                             1999               1998
                                                         -----------         -----------
<S>                                                      <C>                 <C>
Operating revenues                                       $ 1,259,019         $      --

Operating expenses:
     Data and product costs                                  686,517                --
     Selling, general and administrative expenses          1,504,829              28,216
     Depreciation and amortization                           167,250                --
                                                         -----------         -----------

         Total operating expenses                          2,358,596              28,216
                                                         -----------         -----------

Loss from operations                                      (1,099,577)            (28,216)
Other income                                                  66,244               7,702
Interest expense                                             (82,153)               --
Write-off of intangible assets                              (134,076)               --
Loss on sales of fixed assets                                 (3,191)               --
                                                         -----------         -----------

Loss before income taxes                                  (1,252,753)            (20,514)
Provision (benefit) for income taxes                             (55)              2,925
                                                         -----------         -----------

Net loss                                                 $(1,252,698)        $   (23,439)
                                                         ===========         ===========


Net loss per share
     Basic                                               $     (0.23)        $     (0.06)
                                                         ===========         ===========

     Dilutive                                            $     (0.23)        $     (0.06)
                                                         ===========         ===========
</TABLE>


   These consolidated financial statements should be read only in conjunction
       with the accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>


                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     Years Ended December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                                                                                         Total
                                                                               Additional                            Stockholders'
                                                Common Stock                     Paid-in           Accumulated          Equity
                                          Shares             Amount              Capital             Deficit           (Deficit)
                                      ------------        ------------        ------------        ------------         ------------
<S>                                      <C>              <C>                 <C>                 <C>                  <C>
Balance December 31, 1997                  399,830        $      3,998        $ 22,818,930        $(23,868,861)        $ (1,045,933)

Net loss for year ended
  December 31, 1998                           --                  --                  --               (23,439)             (23,439)
                                      ------------        ------------        ------------        ------------         ------------

Balance December 31, 1998                  399,830               3,998          22,818,930         (23,892,300)          (1,069,372)

Net loss for year ended
  December 31, 1999                           --                  --                  --            (1,252,698)          (1,252,698)
Conversion of redeemable
  convertible voting
  senior preferred
  stock                                  3,598,299              35,983           1,064,017                --              1,100,000
Proceeds from private
  offering, net of
  offering expenses                      1,300,000              13,000           3,180,553                --              3,193,553
Proceeds from issuance
  of common stock                           42,000                 420             128,975                 (20)             129,375
Proceeds from exercise
  of stock options                           1,000                  10                  92                --                    102
                                      ------------        ------------        ------------        ------------         ------------

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


   These consolidated financial statements should be read only in conjunction
       with the accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>


                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 1999 and 1998


<TABLE>
<CAPTION>
                                                                  1999                 1998
                                                               -----------         -----------
<S>                                                            <C>                 <C>
Cash flows from operating activities:
     Net loss                                                  $(1,252,698)        $   (23,439)
                                                               -----------         -----------
     Adjustments to reconcile net loss to net cash used
         in operating activities:
              Goodwill amortization                                104,874                --
              Depreciation                                          62,376                --
              Write-off of intangible assets                       134,076                --
              Deferred compensation                                 86,250                --
              Amortization of debt discount                         73,970                --
              Provision for bad debts                               32,500                --
              Deferred interest expense                              7,925                --
              Loss on sale of fixed assets                           3,191                --
     Change in operating  assets and  liabilities,
          net of effect of purchase of
          assets of Market Guide Inc.:
              Accounts receivable                                 (199,070)               --
              Other current assets                                 (15,799)               --
              Unearned subscription income                         466,792                --
              Accounts payable                                      17,479            (454,092)
              Accrued expenses                                     (30,766)             45,880
              Other current liabilities                             31,791                --
                                                               -----------         -----------
                  Total adjustments                                775,589            (408,212)
                                                               -----------         -----------

Net cash used in operating activities                             (477,109)           (431,651)
                                                               -----------         -----------

Cash flows from investing activities:
     Purchase of assets of Market Guide Inc.,
         net of debt issued                                     (1,273,547)               --
     Acquisition of purchase option                                   --              (115,000)
     Purchase of fixed assets                                     (142,467)               --
     Proceeds from sale of fixed assets                                500                --
     Increase in other assets                                      (21,075)               --
                                                               -----------         -----------

Net cash used in investing activities                           (1,436,589)           (115,000)
                                                               -----------         -----------

Cash flows from financing activities:
     Proceeds from private offering, net of
       offering expenses                                         3,193,553                --
     Proceeds from issuance of common stock                        129,375                --
     Payments on capital lease obligation                             (847)               --
     Proceeds from exercise of stock options                           102                --
     Dividends paid                                                   --              (840,000)
                                                               -----------         -----------

Net cash provided by (used in) financing activities              3,322,183            (840,000)
                                                               -----------         -----------

Net decrease in cash and cash equivalents                        1,408,485          (1,386,651)
Cash and cash equivalents at beginning of year                      13,400           1,400,051
                                                               -----------         -----------

Cash and cash equivalents at end of year                       $ 1,421,885         $    13,400
                                                               ===========         ===========

Supplemental disclosure of cash flow information
     Cash paid during the year for income taxes                $      --           $     2,925
                                                               ===========         ===========
</TABLE>

Supplement schedule of 1999 non-cash investing and financing activities:

     In  connection  with the purchase of assets of Market  Guide Inc.  debt was
issued as follows:

         Secured promissory note                          $758,386
         Expense promissory note                            98,162

     A capital lease obligation of $24,907 was incurred when the Company entered
into a lease for new equipment.


  These consolidated financial statements should be read only in conjunction
       with the accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>


                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  Organization and Description of Business

CreditRiskMonitor.com,  Inc.  (also  referred to as the  "Company"  and formerly
known  as  New  Generation   Foods,   Inc.)   provides  a  totally   interactive
business-to-business  Internet-based service designed specifically for corporate
credit professionals.

(b)  Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly owned subsidiaries,  Spicer's  International,  Inc. and NGF Services,
Inc. All significant intercompany balances and transactions have been eliminated
in consolidation.

(c)  Use of Estimates in Preparing Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  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,  and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

(d)  Cash Equivalents

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

(e)  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.  These  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.

(f)  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, 1999 and 1998 was $104,874
and $0,  respectively.  Amortization  expense was  $104,874 and $0 for the years
ended December 31, 1999 and 1998, respectively.


                                      F-7
<PAGE>



                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


(g)  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.

(h)  Revenue Recognition

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

(i)  Income (Loss) Per Share

Income  (loss)  per share is  computed  under the  provisions  of  Statement  of
Financial  Accounting  Standards  ("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, 1999 reflect the income (loss)  available to stockholders for
the year divided by the weighted average of common shares outstanding during the
period.

(j)  Stock Option Plans

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

(k)  Fair Value of Financial Instruments

The Company believes the recorded value of cash and cash  equivalents,  purchase
option, 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.


                                      F-8
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


(l)  Reclassifications

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


NOTE 2 - PURCHASE OF CREDITRISK MONITOR AND CAPITAL TRANSACTIONS

In September 1998, the Company  entered into an option  agreement (the "Purchase
Option")  to  purchase  the  assets of the  CreditRisk  Monitor  ("CRM")  credit
information  service from Market Guide Inc.  ("MGI").  CRM is an Internet  based
service  providing credit reports to corporate  personnel on retailing and other
companies  incorporating  MGI developed  financial  information,  peer and trend
analysis,  news, and other vital  information.  The Company paid $60,000 for the
Purchase Option in addition to paid and accrued legal fees totaling $55,000.  On
December 29, 1998,  the Company  notified MGI of its  intention to exercise this
Purchase Option, which was consummated on January 19, 1999.

On January 19, 1999, the Company  exercised its option to purchase the assets of
CRM. The assets purchased included customer contracts,  receivables,  equipment,
software,  and  intangibles.  The net present  value of the  purchase  price was
approximately  $2.15  million  (inclusive  of the $60,000  paid for the Purchase
Option in September  1998),  of which $1.23  million was paid at closing and the
balance is represented by two secured  promissory  notes (one for  approximately
$100,000 and the other for $760,000,  net of $240,000  discount - see Note 6 for
details).

Concurrently,  the Company  completed a private placement of 1,300,000 shares 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 proceeds from this
offering  were used to finance the cash portion of the CRM  acquisition  and the
remainder will be used for future working capital needs.  These  securities were
subsequently   registered   under  a   Registration   Statement   on  Form  SB-2
(Registration No. 333-77727)  declared  effective by the Securities and Exchange
Commission on May 17, 1999.

In anticipation of the exercise of the option,  in November 1998, Flum Partners,
a related party,  provided the Company with a line of credit of up to $20,000 of
which only  $5,500 was drawn upon and,  in  consideration  thereof,  the Company
agreed to issue to Flum Partners 2,000 shares of common stock.  As a participant
in the private  placement,  Flum  Partners  purchased  160,000  shares of common
stock.  In addition,  as a condition  to the private  placement,  Flum  Partners
agreed to convert all of its  1,100,000  shares of senior  preferred  stock into
3,598,299  shares  of common  stock on or prior to the  closing  of the  private
placement. This conversion was effected as of January 20, 1999.


                                      F-9
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


This  acquisition  was  accounted for using the purchase  method of  accounting.
Accordingly,  a portion of the purchase  price was allocated to net tangible and
intangible  assets acquired based on their estimated fair values.  A portion was
also  allocated to in-process  research and  development  projects that have not
reached technological  feasibility and have no probable alternative future uses.
This amount ($134,076) was written-off in the first quarter of 1999. The balance
of the purchase price was recorded as goodwill,  and is being  amortized over 20
years.

The following  unaudited pro forma summary for the year ended  December 30, 1998
presents the  consolidated  results of operations as if the acquisition had been
made at the beginning of 1998.  These results do not purport to be indicative of
what would have occurred had the acquisition actually been made as of January 1,
1998 or the results which may occur in the future.

Revenues                                                          $     809,563
                                                                  =============

Net income (loss)                                                 $  (1,364,651)
                                                                  =============

Net income (loss) per share - basic                               $       (0.26)
                                                                  =============

Net income (loss) per share - dilutive                            $       (0.26)
                                                                  =============

Net income  (loss) per share was computed on a pro forma basis giving  effect to
the issuance of 1,300,000 common shares,  the conversion of the 1,100,000 shares
of redeemable  preferred stock into 3,598,299 common shares, and the issuance of
2,000  common  shares to Flum  Partners.  All of these stock  transactions  were
related to the acquisition.


NOTE 3 - INCOME TAXES

The provision (benefit) for income taxes consisted of:

                                                            1999           1998
                                                           ------         ------

Current tax provision (benefit):
     U.S. Federal                                          $ --           $ --
     State and local                                          (55)         2,925
                                                           ------         ------
         Total current tax provision (benefit)                (55)         2,925
                                                           ------         ------

Deferred tax provision:
     U.S. Federal                                            --             --
     State and local                                         --             --
                                                           ------         ------
         Total deferred tax provision                        --             --
                                                           ------         ------

Total                                                      $  (55)        $2,925
                                                           ======         ======

                                      F-10
<PAGE>



                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


The actual tax expense for 1999 and 1998 differs from the "expected" tax expense
for those years  (computed  by applying the  applicable  United  States  federal
corporate tax rate to income (loss) before income taxes) as follows:

                                                      1999              1998
                                                   ---------         ---------

Computed "expected" benefit                        $(425,936)        $  (6,975)
Expiration of net operating loss carryforward        792,980           760,920
Expiration of investment tax carryforward             16,000            21,000
Underaccrual of prior year taxes                        --               2,925
Decrease in valuation allowance                     (382,667)         (774,143)
Other                                                   (432)             (802)
                                                   ---------         ---------

Income tax expense (benefit)                       $     (55)        $   2,925
                                                   =========         =========

The tax effects of temporary  differences that give rise to significant portions
of the deferred tax assets at December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                        1999                 1998
                                                     -----------         -----------
<S>                                                  <C>                 <C>
Deferred tax assets:
     Net operating loss carryforwards                $ 4,340,534         $ 4,724,640
     Deferred salary                                      29,325                --
     Investment tax credit carryforwards                  19,000              35,000
     Alternative minimum tax carryforward                  6,655               6,655
                                                     -----------         -----------

         Total gross deferred tax assets               4,395,514           4,766,295
                                                     -----------         -----------

Deferred tax liabilities:
     Goodwill amortization                               (11,886)               --
                                                     -----------         -----------

         Total gross deferred tax liabilities            (11,886)               --
                                                     -----------         -----------

Valuation allowance                                   (4,383,628)         (4,766,295)
                                                     -----------         -----------

Net deferred tax assets                              $      --           $      --
                                                     ===========         ===========
</TABLE>

A valuation  allowance  is provided to reduce the deferred tax assets to a level
which, more likely than not, will be realized.  The net deferred assets reflects
management's  estimate  of  the  amount  which  will  be  realized  from  future
profitability which can be predicted with reasonable certainty.

The net change in the total valuation allowance for the years ended December 31,
1999 and 1998 was a decrease of $382,667 and $774,143, respectively.

At December  31,  1999,  the Company has net  operating  loss  carryforwards  as
follows which are available to offset future  federal  taxable  income,  if any,
through  2019.  The Company  also has  investment  tax credit  carryforwards  as
follows  which are  available to reduce future  federal  income  taxes,  if any,
through 2000.


                                      F-11
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


                     Net                Investment        Year of
               Operating Loss           Tax Credit      Expiration
               --------------           ----------      ----------
                 $ 3,436,000          $    19,000          2000
                   1,750,000                 --            2001
                   1,434,000                 --            2002
                   1,512,000                 --            2003
                   1,131,000                 --            2004
                     805,000                 --            2005
                     547,000                 --            2006
                     574,000                 --            2007
                     238,000                 --            2008
                     114,000                 --            2017
                      23,000                 --            2018
                   1,201,000                 --            2019
                 -----------          -----------

                 $12,765,000          $    19,000
                 ===========          ===========


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

(a)  Common Stock

At December 31, 1999,  974,050 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.

(b)  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 total number of the  Company's
shares that may be awarded under this plan is 1,500,000  shares of common stock.
At December  31,  1999,  there were options  outstanding  for 821,800  shares of
common  stock under this plan.  The  exercise  price of each option shall not be
less  than  the fair  market  value of the  common  stock at the date of  grant.
Options expire on the date determined, but not more than ten years from the date
of  grant.  The plan  shall  terminate  ten years  from the date of  stockholder
approval.

The Company's 1992 Incentive Stock Option Plan authorizes the grant of incentive
stock  options to employees of the  Company.  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

                                      F-12
<PAGE>


                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


150,000 shares of common stock. At December 31, 1999, there were 150,000 options
outstanding  for shares of common stock under this plan.  The exercise  price of
each option  shall not be less than the fair market value of the common stock at
the date of grant. Options expire on the date determined,  but not more than ten
years from the date of grant.  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.  At December 31,
1999, there were options outstanding for 2,250 shares of common stock under this
plan. The plan authorizes the grant of two categories of stock incentives:

(1) Stock Options.  The exercise price of each option is determined by the Board
of Directors. Options expire on the date determined, but not more than ten years
from the date of grant.

(2) Stock Appreciation  Rights.  Stock appreciation rights (SARs) may be granted
in one of three forms:

     i) In  combination  with any option  granted under the plan, in which event
the  exercise of the SAR has the effect of  canceling  the related  option,  and
exercise of the related option has the effect of canceling the related SAR;

     ii) Independently of a stock option; or

     iii) In addition to a stock option,  entitling the optionee to exercise the
SAR and, in addition,  either to exercise the related  stock option or surrender
it and  receive  in return a number of  shares  equal to the  excess of the fair
market value of the option shares on the date of exercise over the option price.

No stock incentives may be granted under this Plan after September 20, 1995.

There have been no transactions with respect to the Company's stock appreciation
rights  during the years ended  December  31,  1999 and 1998,  nor are there any
stock appreciation rights outstanding at December 31, 1999 and 1998.

Transactions  with  respect to the  Company's  stock  option plans for the years
ended December 31, 1999 and 1998 are as follows:



                                      F-13
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


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

Outstanding at December 31, 1997                         3,250          $0.90412
     Granted                                           752,500           0.00011
                                                      --------

Outstanding at December 31, 1998                       755,750          $0.00399
     Granted                                           274,300           4.69415
     Forfeited                                         (55,000)          0.00010
     Exercised                                          (1,000)          0.10200
                                                      --------

Outstanding at December 31, 1999                       974,050          $1.32489
                                                      ========          ========

As of December 31, 1999,  there were 678,200 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, 1999:

<TABLE>
<CAPTION>
                                                 Options Outstanding                      Options Exercisable
                                                 -------------------                      -------------------
                                                      Weighted
                                                      Average
                                                      Remaining         Weighted                        Weighted
                                                     Contractual         Average                         Average
           Range of                 Number              Life            Exercise          Number        Exercise
        Exercise Prices           Outstanding        (in years)           Price         Exercisable       Price
        ---------------           -----------        ----------           -----         -----------       -----
<S>                                  <C>                 <C>            <C>               <C>              <C>
$ 0.0001 - $ 0.1020                  698,500             7.18           $0.0002           1,000            $0.1020
$ 2.1875 - $ 4.5000                  160,050             9.64           $3.5338           1,250            $2.1875
$ 5.5000 - $10.1250                  115,500             9.03           $6.2749             --                 --
                                     -------             ----           -------         -------            -------
                                     974,050             7.81           $1.3249           2,250            $1.2606
                                     =======                                            =======
</TABLE>

The weighted average fair value at date of grant for options granted during 1999
and 1998 was $2.35 and $0.00 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                               1999          1998
                 ----------                               ----          ----

Risk-free interest rate                                    5.80%        5.30%
Dividend yield                                             0.00%        0.00%
Volatility factor                                          1.64         0.00
Weighted-average expected life of the option (years)          9            9

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options which have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the Company's stock options have  characteristics  significantly  different from
those of traded options, and because changes in the subjective input


                                      F-14
<PAGE>


                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


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,  but  applies APB Opinion No. 25 and
related  interpretations  in  accounting  for its option plan.  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  income  (loss) and net  income  (loss)  per share  would have been as
follows:

                                                   1999                1998
                                                   ----                ----
Net income (loss)
     As reported                               $ (1,252,698)        $ (23,439)
     Pro forma                                 $ (1,322,880)        $ (23,439)
Net income (loss) per share - basic
     As reported                               $      (0.23)        $   (0.06)
     Pro forma                                 $      (0.25)        $   (0.06)
Net income (loss) per share - dilutive
     As reported                               $      (0.23)        $   (0.06)
     Pro forma                                 $      (0.25)        $   (0.06)


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                 1999              1998
                                              ---------           --------

Computer equipment and software               $ 305,985           $   --
Furniture and fixtures                           47,878               --
Capitalized lease                                24,907               --
                                              ---------           --------
                                                378,770               --
Accumulated depreciation                        (61,771)              --
                                              ---------           --------

                                              $ 316,999           $   --
                                              =========           ========


NOTE 6 - PROMISSORY NOTES

In connection with the Company's  acquisition of the assets of CRM from MGI (see
Note 2), the  Company  issued two  secured  promissory  notes.  These  notes are
summarized as follows:

     o    $1,000,000 secured promissory note, bearing interest at 6.0% beginning
          on July 1, 2001, payable in 24 equal monthly installments of principal
          and interest in the amount of $44,321 commencing July 31, 2001 through
          June 30, 2003. The present value


                                      F-15
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


          of such promissory note was approximately $760,000 at its origination.

     o    $98,162 secured expense  promissory  note,  accruing  interest at 8.5%
          beginning   on  February  1,  1999,   payable  in  24  equal   monthly
          installments  of  principal  and  interest  in the  amount  of  $5,286
          commencing February 28, 2001 through January 31, 2003.

Both notes are  secured  by the assets  purchased  and  substantially  all other
assets of the Company.

The  principal  maturities  on these notes,  including  deferred  interest to be
capitalized and amortization of deferred discount, for the five years subsequent
to December 31, 1999 are as follows:

                       Year Ended
                      December 31,             Amount
                      ------------             ------

                         2000                $   --
                         2001                 273,520
                         2002                 541,045
                         2003                 263,771
                         2004                    --


NOTE 7 - LEASE COMMITMENTS

The Company's operations are conducted from a leased facility, which is under an
operating  lease that  expires in  approximately  five years.  The Company  also
leases certain  equipment under operating  leases that expire over the next five
years.  Rental expenses under operating leases were $69,800 and $0 for the years
ended December 31, 1999 and 1998, 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, 1999, are as follows:


                                      F-16
<PAGE>



                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998
                                   (Continued)


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

2000                                                $  6,306        $ 98,381
2001                                                   6,306         101,109
2002                                                   6,306         103,919
2003                                                   6,306         106,814
2004                                                   5,256          98,714
                                                     --------        --------

Total minimum lease payments                           30,480        $508,937
                                                                     ========
Less amounts representing interest                      6,420
                                                     --------

                                                       24,060
Less current portion of capitalized
   lease obligation                                     4,070
                                                     --------

Long-term capitalized lease obligation               $ 19,990
                                                     ========


NOTE 8 - EARNINGS (LOSS) PER SHARE

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

                                                   1999               1998
                                                   ----               ----

Net income (loss)                              $   (1,252,698)    $   (23,439)
                                               ==============     ===========

Basic average common shares outstanding             5,341,129         399,830
                                               ==============     ===========

Net income (loss) per share - basic            $        (0.23)    $     (0.06)
                                               ==============     ===========

Net income (loss) per share - dilutive         $        (0.23)    $     (0.06)
                                               ==============     ===========


The effect of dilutive  securities  (i.e.,  convertible  voting senior preferred
stock,  options and  warrants) is  anti-dilutive  for 1999 and 1998,  therefore,
basic and dilutive loss per share are the same for those years.


                                      F-17
<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, 2000                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, 2000                By: /s/ Jerome S. Flum
                                            Jerome S. Flum
                                            Chairman of the Board and
                                            Chief Executive Officer


Date: March 28, 2000                By: /s/ Joseph L. DeMartino
                                            Joseph L. DeMartino
                                            Chief Operating Officer


Date: March 28, 2000                By: /s/ Lawrence Fensterstock
                                            Lawrence Fensterstock
                                            Chief Financial Officer


Date: March 28, 2000                By: /s/ Richard J. James
                                            Richard J. James
                                            Director


Date: March 28, 2000                By: /s/ Leslie Charm
                                            Leslie Charm
                                            Director