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, 2005

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

               For the transition period from_________to_________

                          Commission File Number 1-8601

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

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

       704 Executive Boulevard, Suite A
       Valley Cottage, New York                              10989
  (Address of Principal Executive offices)                 (Zip Code)

Issuer's telephone number: (845) 230-3000

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 is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check  whether the issuer (1) 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 in response to Item 405 of
Regulation S-B 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. |_|

Indicate by a check mark whether the  registrant  is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

State issuer's revenues for the most recent fiscal year. $3,841,833

The  aggregate   market  value  of  the   Registrant's   common  stock  held  by
non-affiliates as of March 6, 2006 was $2,662,331. The Company's common stock is
traded on the OTC Electronic Bulletin Board.

There were  7,679,462  shares of common stock $.01 par value  outstanding  as of
March 6, 2006.

Documents incorporated by reference: None

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

<PAGE>

                                     PART I

ITEM 1. BUSINESS

      In addition to historical  information,  the  following  discussion of the
Company's business contains  forward-looking  statements.  These forward-looking
statements involve risks, uncertainties and assumptions.  The actual results may
differ materially from those anticipated in these forward-looking  statements as
a result of many factors,  including but not limited to, those  discussed in the
sections in this Annual Report on Form 10-KSB  entitled  "The  CreditRiskMonitor
Business",   "The  Company's  Goals",   "Marketing  and  Sales",   "Management's
Discussion and Analysis of Financial  Condition and Results of Operations",  and
"Risks and Other  Considerations".  Readers  are  cautioned  not to place  undue
reliance  on  these  forward-looking  statements,   which  reflect  management's
opinions only as of the date hereof. CreditRiskMonitor.com,  Inc. (the "Company"
or "CRM")  undertakes no obligation to revise or publicly release the results of
any  revision to these  forward-looking  statements.  Readers  should  carefully
review the risk factors described in this document as well as in other documents
the Company files from time to time with the Securities and Exchange Commission,
including  the  Quarterly  Reports on Form  10-QSB to be filed by the Company in
fiscal year 2006.

Overview

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

The CreditRiskMonitor Business

      CRM (see our website at  www.creditriskmonitor.com)  is an  Internet-based
financial  information service,  designed to save time for busy corporate credit
professionals,  which competes directly with Dun & Bradstreet,  Inc.  ("D&BTM").
The service  provides  comprehensive  commercial  credit reports covering public
companies  world-wide and includes detailed financial  statements,  analysis and
trend reports, credit scores, company background information,  Standard & Poor's
("S&P")  ratings,  and peer  analyses.  Plus, it includes trade payment data and
public filings (i.e.,  suits,  liens,  judgments and bankruptcy  information) on
millions of U.S. companies. The service also provides continuous news monitoring
that keeps  customers up to date on events  affecting  the  creditworthiness  of
companies,  including  financial  statement  updates,  SEC  filings,  S&P rating
changes, and credit-


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<PAGE>

relevant news stories and press releases.  The focus of the Company's service is
on facilitating the extension of trade credit from one business to another.

      The  Company is not a "consumer  reporting  agency" as defined by the Fair
Credit Reporting Act, as it is not involved in the  communication of information
bearing on consumer credit.

      In a business-to-business  transaction,  for example the purchase and sale
of $20,000 of  widgets,  the seller  usually  will ship  before the buyer pays -
there is an extension  of trade credit by the seller.  The terms of trade credit
could be "2%-10  days,  net 30"  which  means a 2%  deduction  from the price is
available to the customer if payment is made within 10 days but, if not, payment
in full must be made within 30 days. It is the financial  risk of extending this
credit  that is  referred  to as "trade  credit  risk".  The buyer may pay late,
causing  the seller to incur  increased  borrowing  costs;  the seller may incur
extra costs in attempting to collect the $20,000; or the buyer may never pay the
full $20,000.  If the buyer is unable to pay, the seller can suffer  substantial
losses (e.g.,  assuming a 10% pre-tax  margin it will take about $10 of sales to
offset each $1 of bad debt).

      CRM's  service  is  usually  purchased  by a seller to review the risks of
extending  trade  credit to its  customers.  It is  notable  that  trade  credit
decisions are often made under intense time pressure.  CRM believes  that,  with
the downsizing of corporations and the related reductions in credit departmental
budgets and personnel, corporate credit professionals have to do more with less.
Simultaneously,  the Company believes, there has been an explosive growth in the
volume of data about  businesses.  Credit  professionals are often faced with an
overwhelming amount of available data concerning important customers,  while the
time for research and analysis is severely limited.

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

    (1) An annual  fixed-price  service  with  unlimited  usage and  coverage of
        public companies,  featuring  multi-period  spreads of financial reports
        and  financial  ratio  analysis,  as well as up-to-date  financial  news
        screened specifically for purposes of credit evaluation. Another feature
        of the service is filtered  notification and delivery of news via email,
        concerning  companies  of  interest  to the  customer.  This  service is
        supplemented  with  trade  receivable  data  contributed  mainly  by the
        Company's  customers as well as U.S.  public-record  filing  information
        (i.e.,  suits,  liens,  judgments and bankruptcy  information)  covering
        millions of public and private  U.S.  companies.  The annual  service is
        available  covering over 40,000 public companies  world-wide.  Customers
        may opt, for lower  prices,  for limited  regional  coverage:  "Domestic
        Service" for


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<PAGE>

        coverage of just U.S., Canadian,  and Caribbean  companies,  or "Foreign
        Service"  including only those companies in the CRM database  located in
        the rest of the world.

    (2) Single credit reports and packages of 5 or 10 single reports on the over
        40,000 companies  covered in item (1) above.  These reports are sold via
        credit  card  and  obtained  via  the  Internet.  Email  alerts  are not
        available with this single-report service.

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

      There is little hard data on the size of CRM's market.  The U.S.  National
Association  of Credit  Management has about 30,000  members,  but some industry
observers  believe  the  number of U.S.  credit  managers  and  other  personnel
performing  this  function is  substantially  greater.  In  addition,  there are
numerous U.S. based  companies that do not have a full-time  credit function but
still require credit  information.  Furthermore,  a market exists outside of the
U.S. for information on U.S. and foreign companies. Finally, a small fraction of
the Company's  customers use the information for purposes  outside of the credit
function, including procurement and strategic planning/competitive analysis.

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

   o  Low price. The annual subscription price of CRM's services is low compared
      to the subscriber's  possible loss of not getting paid and low compared to
      the  cost  of most  competitive  products  (for  example,  see  the  Price
      Comparison chart on our website).

   o  Non-cyclical.  As economic  growth slows,  general  corporate  credit risk
      usually  increases and the credit  manager's  function rises in importance
      and complexity.  CRM's business and revenues may continue to grow as world
      economic  growth  slows or  declines.  Additionally,  products  that allow
      credit   managers  to  perform  their  jobs  more   efficiently  and  cost
      effectively, compared to competitive services, should gain market share in
      most  business  environments  and  especially  during  a  downturn.  In  a
      contracting  business  environment,  most companies face increasing  price
      competition which should accelerate their shift to lower cost technologies
      and providers, such as CRM.

   o  Recurring  revenue stream.  The recurring  annual revenue stream gives CRM
      stability 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, telecommunications and
      financial data prices have been coming down for all buyers, including CRM.
      In addition,  CRM has automated a significant amount of the processes used
      to create and deliver its service;  therefore, its production costs, apart


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<PAGE>

      from  the  development  cost of  enhancing  and  upgrading  the  Company's
      website,  are relatively  stable over a wide range of increasing  revenue.
      Offsetting  these  cost  reductions  is the  cost of  increasing  the data
      content of CRM's services if the Company  chooses to increase  content and
      not raise prices to cover these additional costs.

   o  Self  financing.  CRM's  business  has  no  inventory,   manufacturing  or
      warehouse facilities. Thus, the Company's business is characterized by low
      capital-intensity,  and yet it is a business  capable of  generating  high
      margins and sufficient positive cash flow to grow the business with little
      need for external capital.  (See  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
      FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS  -  Financial  Condition,
      Liquidity and Capital Resources.)

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

The Company's Goals

   o  Growth in U.S. market share. Faced with a dominant U.S.  competitor,  D&B,
      as well as other several larger competitors, the Company's primary goal is
      to gain market share. The Company  believes that many potential  customers
      are unaware of its service,  while others are aware but have not evaluated
      its services.  The Company  expects the market in the U.S. and Canada will
      be its primary opportunity for revenue and profit growth.

   o  Lowest cost provider.  CRM's  sourcing,  analysis and  preparation of data
      into  a  usable  form  is  highly  automated.  CRM  delivers  all  of  its
      information  to  customers  via  the  Internet  and  there  is  continuous
      automation  between the sourcing of data and delivery of a company  credit
      report to a subscriber. Because of this automation, CRM's production costs
      are relatively stable over a wide range of increasing revenue.  Management
      believes CRM's cost structure is one of the lowest in its industry.

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


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      content costs by increasing the price of its services.

   o  International  penetration.  Foreign  companies doing business in the U.S.
      may have the same need as domestic  companies for CRM's credit analysis of
      U.S.  companies.  Internationally,  the Internet  provides a mechanism for
      rapid and inexpensive marketing and distribution of CRM's service.

Marketing and Sales

      To gain market share for the  Company's  service,  it will continue to use
the Internet (at our website www.creditriskmonitor.com) as the primary mechanism
for distributing its service. To inform potential subscribers about its service,
CRM  uses  a  combination   of  telephone   sales,   direct  mail,   trade  show
representation and speaking engagements before credit groups and associations.

Value Proposition

      The Company's  fundamental  value proposition is that it creates and sells
high quality commercial credit reports that save busy credit managers time, at a
cost  significantly  below  that of reports  from the  leading  provider  (price
comparison  as of July  13,  2005).  Because  D&B has the  largest  share of the
commercial  credit market,  their  flagship  product,  the Business  Information
Report  ("BIR"),  is the standard by which that market measures both quality and
price. The Company's research shows that its customers overwhelmingly agree that
CreditRiskMonitor  saves them time, helps them to make better credit  decisions,
and  represents a value for the price paid because they either reduce the amount
paid for financial  credit  information  or increase  their coverage at the same
cost.

      The operational  strategy CRM follows to deliver on its value  proposition
is  straightforward.  CRM became (and remains) one of the industry's lowest cost
producers  of  high  quality   commercial  credit  information  by  continuously
collecting  data from a wide  variety of  sources  and  employing  sophisticated
proprietary computer algorithms to process that data into an extensive data base
of valuable reports on companies. Highly automated operations add to reliability
and  consistency,  while limiting  costs.  The Company employs a small number of
analysts  who  selectively  review  data at  critical  points in its  process to
further  enhance  the  quality of its  products  and their  relevance  to credit
professionals.

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

   o  Credit  professionals  need  to  save  time,  when  analyzing  their  most
      important  customers,  and the CRM service provides this critical benefit.
      CRM  believes  that its reports and  monitoring  of public  companies  are
      superior in this way to what is offered by D&B.  The CRM service  provides
      financial  information in greater depth and better analytical  efficiency.
      It also includes  timely email alerts  enabling  credit  professionals  to
      easily stay on top of


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<PAGE>

      financial  developments  at  their  customers,   without  the  clutter  of
      non-financial  news  prevalent  at  other  news  services,  adding  to the
      professionals'  efficiency.  Finally,  the S&P ratings  and credit  scores
      offered by the service enable further  efficiency by focusing attention on
      only those companies showing financial weakness.

   o  The Company's customers typically have contracts with D&B.  Traditionally,
      D&B sells them prepaid units and/or reports  ("units") on an annual basis,
      which they can then use to buy D&B products throughout the year. The price
      of each unit depends on the number of units being purchased upfront,  with
      the resulting  price of a domestic U.S. BIR generally  ranging between $40
      and $60. If a customer  has unused  units at the end of the year,  D&B may
      allow it to carry a percentage of them forward, if the customer renews for
      another year for at least the same number of units as the  previous  year.
      All other unused units may be forfeited. For these customers, CRM's simple
      unlimited usage fixed price annual subscription  represents an opportunity
      to save money by reducing the customer's D&B usage. The best practice that
      CRM  recommends  to its  subscription  customers is to always search CRM's
      data base first (which does not incur any incremental expense to them) and
      to save their expensive D&B units for decisions concerning  privately-held
      businesses  where CRM may have little or no information.  According to the
      Company's research, the great majority of customers report saving money as
      a result of using the CRM service.  In 2005, the Company became aware that
      D&B had also begun selling its service on a fixed-price  basis, in limited
      circumstances.  It is  difficult to predict the extent to which the use of
      this  tactic  will be  expanded  by  D&B,  or how  effective  it may be in
      blocking the Company's  selling  efforts since it appears that D&B's fixed
      price  contract  is  significantly  higher  in price  than the  comparable
      offering by the Company and to date there has been limited  acceptance  of
      D&B's offering in the market.

   o  The Company  estimates that only a small percentage of all  credit-related
      business  transactions  are currently  supported by objective  third party
      credit  information.  This  is not  surprising,  given  the  high  cost of
      commercial  credit  reports  from D&B and other  vendors.  CRM breaks that
      model  by  eliminating  the  incremental  cost of a credit  report.  CRM's
      unlimited  usage  annual  subscription  enables  customers to employ up to
      date,  objective  credit  information in many more  transactions  than was
      economically  feasible before.  Customers can make better credit decisions
      with no increase in costs.

   o  It is expected that  compliance with the  Sarbanes-Oxley  Act of 2002 will
      require  companies  to adopt more  systematic  processes  to review  trade
      credit and accounts  receivable  risks.  In-depth  and frequent  review of
      risks  concentrated in the largest customer  companies,  many of which are
      public  companies  covered by CRM, is a common  practice  that the Company
      expects to become even more prevalent.


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<PAGE>

   o  For low-volume customers, CRM sells single commercial credit reports for a
      flat price of $49.95 per report,  using credit card  transactions  via the
      Internet.  Although D&B also sells single  reports on the  Internet,  they
      impose a complicated  pricing  schedule,  in which the price of a specific
      company report  depends on both the  customer's  home country and the home
      country of the  company  about  which  they are  inquiring.  This  pricing
      schedule includes more than 30 different price points for the D&B Business
      Information  Report  alone,  ranging  from $80 to $570  for this  flagship
      report.  This competitor's  approach is apparently designed to protect its
      legacy  revenue  streams from the  pre-Internet  era, when charging  large
      cross-border  premiums  could be justified to some extent by the increased
      production costs of producing and delivering reports across boundaries. In
      contrast,  CRM was designed from the ground up to be a worldwide  provider
      of  commercial  credit  reports over the  Internet,  and is not  similarly
      constrained by legacy systems. Consequently, CRM's value advantage is even
      more  apparent when  customers  compare the costs of  cross-border  report
      purchases.

Net Operating Loss Carryforwards

      At  December  31,  2005,  the  Company  had  net  operating  loss  ("NOL")
carryforwards  aggregating  approximately  $5.5  million,  expiring  in  varying
amounts over the following  twenty (20) years,  which,  to the extent  available
under the Internal Revenue Code of 1986, as amended (the "Code"), may be used to
minimize  the  Company's  liability  for taxes on future  taxable  income of the
Company, if any.

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

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

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


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<PAGE>

Employees

      As of March 6, 2006, the Company had 35 full-time  employees.  None of the
Company's  employees  are  covered by a  collective  bargaining  agreement.  The
Company  believes its relations  with its employees to be  satisfactory  and has
suffered no interruption in operations.

      The Company  established a 401(k) Plan  covering all  employees  effective
January 1, 2000 that provides for discretionary Company  contributions.  To date
the Company has not made any contributions. The Company has no other retirement,
pension,  profit  sharing or similar  program in effect for its  employees.  The
Company adopted a stock option plan in 1998 that covers its employees.

ITEM 2. PROPERTY.

      The Company does not own any real property. The Company's principal office
is located in  approximately  7,690 square feet of leased space in an industrial
warehouse complex located in Valley Cottage, New York. The lease expires on July
31, 2009 and provides  for a monthly cost of $7,912  during the current year and
increases of 3% per annum in subsequent years, plus an allocated portion of real
estate taxes, insurance and common area maintenance.

ITEM 3. LEGAL PROCEEDINGS.

      On April 27, 2005, the Company executed an agreement (the  "Stipulation of
Settlement")  which settled all of the lawsuits between it and a competitor,  as
previously  reported,  and the competitor  simultaneously  paid the Company $1.1
million. In addition,  the competitor agreed in the Stipulation of Settlement to
assume  certain  potential  liabilities  against  the  Company and to defend the
Company in connection with the Decision  Strategies  litigation  discussed below
and to  indemnify  the  Company  with  respect to all  liabilities  in excess of
$25,000.

      In July 2004,  the Company  commenced an action in Nassau  County  against
Decision Strategies LLC ("Decision  Strategies"),  the court-appointed  forensic
computer  expert in the  enforcement  proceeding,  for  breach  of its  services
contract and seeking a declaration  of the rights of the parties under the terms
of the contract.  Also in July 2004, Decision Strategies  commenced an action in
New York  against  the  Company  and the  competitor  for fees in  excess of the
limitations provided in the services contract.  The parties reached a settlement
in December  2005  whereby the Company paid to Decision  Strategies  the $25,000
maximum amount agreed to in the Stipulation of Settlement.

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, 2005, either through the
solicitation of proxies or otherwise.


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                                     PART II

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

      The Company's Common Stock trades in the over-the-counter market "Bulletin
Board Service"  under the symbol CRMZ.  The following  table sets forth the high
and low closing bid quotations reported on the over-the-counter  market Bulletin
Board  Service  for each  calendar  quarter of 2004 and 2005.  These  quotations
reflect inter-dealer prices without retail mark-up,  mark-down or commission and
do not necessarily represent actual transactions.

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

2004
         First Quarter                       $ 0.80           $ 0.40
         Second Quarter                      $ 0.51           $ 0.44
         Third Quarter                       $ 0.51           $ 0.42
         Fourth Quarter                      $ 0.42           $ 0.40

2005
         First Quarter                       $ 1.01           $ 0.70
         Second Quarter                      $ 1.01           $ 0.90
         Third Quarter                       $ 2.00           $ 1.80
         Fourth Quarter                      $ 1.75           $ 1.65

      On March 6, 2006, there were  approximately 329 registered  holders of the
Company's  Common Stock.  This number does not reflect the number of individuals
or  institutional  investors  holding  stock  in  nominee  name  through  banks,
brokerage firms, and others.

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

      The Company did not  repurchase  any of its common stock during the fourth
quarter of 2005.

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

Financial Condition, Liquidity and Capital Resources

      At December 31, 2005,  the Company had cash and cash  equivalents of $2.03
million compared to $877,000 at December 31, 2004. The Company's working capital
deficit at December 31, 2005 was  approximately  $144,000  compared to a working
capital  deficit of  approximately  $1.05  million at  December  31,  2004,  due
primarily  to an  increase  of  $1.16  million  in  cash  and  cash  equivalents
reflecting receipt of the settlement proceeds of $1.1 million referred to below.
Additionally, the working capital deficit at December 31, 2005 is mainly derived
from $2.61 million in deferred revenue, which should not require any future cash
outlay  other  than the  cost of  preparation  and  delivery  of the  applicable
commercial credit reports. The deferred revenue is recognized as


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<PAGE>

income over the subscription term, which approximates twelve months. The Company
has no bank lines of credit or other currently available credit sources.

      Excluding  cash  expenditures  of $193,000 and $269,000 in fiscal 2005 and
2004, respectively,  for legal expenses incurred in connection with the Contempt
Proceeding, the Competitor Action and the other litigation described in Part II,
Item 1 or  previously  reported  (collectively,  the  "Litigation"),  and before
giving  effect to the  settlement  proceeds  of $1.1  million,  the  Company had
positive   cash  flow  of  $251,000   and  $8,000  for  fiscal  2005  and  2004,
respectively.

      On April 27, 2005, a Stipulation  of Settlement was filed with the Supreme
Court of the State of New  York,  Nassau  County,  pursuant  to  which:  (i) the
Company,  the  competitor  and all other parties agreed to settle the Litigation
(other than the Decision Strategies  litigation referred to above), and (ii) the
Company received payment of $1.1 million from the competitor.

      After giving effect to the  Stipulation  of Settlement  and the receipt of
the $1.1 million  settlement  proceeds,  the Company  believes that it will have
sufficient  resources to meet its working capital and capital expenditure needs,
including debt service, for the foreseeable future.

      As  described  more  fully in Notes 6 and 8 of the  Notes to  Consolidated
Financial  Statements,  at  December  31,  2005 the  Company  had  certain  cash
obligations, which are due as follows:

<TABLE>
<CAPTION>
                                         Less than                                After
                              Total        1 Year     1-3 Years     4-5 Years    5 Years
                              -----        ------     ---------     ---------    -------
<S>                        <C>             <C>          <C>          <C>               <C>
Promissory Note            $  520,703      $110,893     $259,011     $150,799          --
Capital lease obligations      44,904        26,467       18,437           --          --
Operating leases              402,276       123,755      217,999       60,522          --
                           ----------      --------     --------     --------   ---------

Total                      $  967,883      $261,115     $495,447     $211,321          --
                           ==========      ========     ========     ========   =========
</TABLE>

Off-Balance Sheet Arrangements

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


                                       10
<PAGE>

Results of Operations

            2005 vs. 2004

<TABLE>
<CAPTION>
                                                  Year Ended December 31,
                                                  -----------------------
                                            2005                      2004
                                            ----                      ----
                                               % of Total                % of Total
                                      Amount     Revenue        Amount     Revenue
                                      ------     -------        ------     -------
<S>                                <C>            <C>       <C>             <C>
Operating revenues                 $ 3,841,833    100.00%   $ 3,346,572     100.00%
                                   -----------   -------    -----------    -------

Operating expenses:
   Data and product costs            1,113,602     28.99%     1,042,912      31.16%
   Selling, general and
     administrative expenses         2,563,063     66.71%     2,071,355      61.90%
   Litigation related legal
     fees and expenses                 116,140      3.02%       236,691       7.07%
   Depreciation and amortization        66,302      1.73%        67,721       2.02%
                                   -----------   -------    -----------    -------
     Total operating expenses        3,859,107    100.45%     3,418,679     102.15%
                                   -----------   -------    -----------    -------

Loss from operations                   (17,274)    -0.45%       (72,107)     -2.15%
Other income                            31,492      0.82%         7,729       0.23%
Gain on settlement of
   litigation                        1,100,000     28.63%            --       0.00%
Interest expense                       (66,091)    -1.72%       (74,271)     -2.22%
                                   -----------   -------    -----------    -------

Income (loss) before income
   taxes                             1,048,127     27.28%      (138,649)     -4.14%
Provision for state and local
   income taxes                          2,058      0.05%           381       0.01%
                                   -----------   -------    -----------    -------

Net income (loss)                  $ 1,046,069     27.23%   $  (139,030)     -4.15%
                                   ===========   =======    ===========    =======
</TABLE>

      Operating  revenues  increased  15% for fiscal  2005.  This  increase  was
primarily  due to an  increase  in the number of  subscribers  to the  Company's
Internet  subscription  service  offset in part by a  decrease  in the number of
subscribers to the Company's subscription service for third-party  international
credit reports.

      Data and product  costs  increased 7% for fiscal 2005.  This  increase was
primarily due to higher salary and related employee benefits as well as the cost
of leasing the co-location facility that commenced in the third quarter of 2004,
offset  in  part  by  the  lower  cost  of  acquiring   additional   third-party
international  credit  reports and by a reduction in  consulting  fees that were
incurred last year in connection  with setting up the Company's  data center due
to its move to a new facility.

      Selling,  general and  administrative  expenses  increased  24% for fiscal
2005.  This increase was  primarily  due to higher  salary and related  employee
benefit costs due to an increase in the Company's sales force during the past 12
months and an increase in marketing  expenses,  offset in part by the absence of
the non-recurring moving expenses incurred in 2004.

      Litigation  related  legal fees and expenses were down 51% for fiscal 2005
as a result of the  settlement of the  Litigation  which was reached during this
year's second quarter.

      Depreciation and amortization decreased 2% for fiscal 2005, due to a lower
depreciable  asset base as certain  items  have been fully  depreciated  but are
still in use.


                                       11
<PAGE>

      Other  income  increased  307%  for  fiscal  2005,  primarily  due  to the
settlement  proceeds  received  at the end of April 2005 that were  invested  in
interest  bearing  accounts as well as a higher  interest rate received on funds
invested in interest  bearing accounts during the current period compared to the
same period last year.

      Interest expense decreased 11% for fiscal 2005, due to a lower outstanding
promissory note balance.

      The Company  reported net income of $1.05 million for fiscal 2005 compared
to a net loss of $139,030 for the year ended December 31, 2004.

      2004 vs. 2003

<TABLE>
<CAPTION>
                                               Year Ended December 31,
                                             2004                    2003
                                             ----                    ----
                                               % of Total               % of Total
                                     Amount      Revenue      Amount      Revenue
                                     ------      -------      ------      -------
<S>                                <C>            <C>       <C>            <C>
Operating revenues                 $ 3,346,572    100.00%   $ 3,042,635    100.00%
                                   -----------    ------    -----------    ------
Operating expenses:
   Data and product costs            1,042,912     31.16%     1,194,310     39.25%
   Selling, general and
     administrative expenses         2,071,355     61.90%     1,821,368     59.86%
   Litigation related legal
     fees and expenses                 236,691      7.07%       669,014     21.99%
   Depreciation and amortization        67,721      2.02%        88,254      2.90%
                                   -----------    ------    -----------    ------
     Total operating expenses        3,418,679    102.15%     3,772,946    124.00%
                                   -----------    ------    -----------    ------

Loss from operations                   (72,107)    -2.15%      (730,311)   -24.00%
Other income                             7,729      0.23%         6,369      0.20%
Interest expense                       (74,271)    -2.22%       (81,023)    -2.66%
                                   -----------    ------    -----------    ------

Loss before income taxes              (138,649)    -4.14%      (804,965)   -26.46%
Provision for state and local
   income taxes                            381      0.01%           982      0.03%
                                   -----------    ------    -----------    ------

Net loss                           $  (139,030)    -4.15%   $  (805,947)   -26.49%
                                   ===========    ======    ===========    ======
</TABLE>

      Operating  revenues  increased  10% for fiscal  2004.  This  increase  was
primarily  due to an  increase  in the number of  subscribers  to the  Company's
Internet  subscription  service  offset in part by a  decrease  in the number of
subscribers to the Company's subscription service for third-party  international
credit reports.

      Data and product costs  decreased  13% for fiscal 2004.  This decrease was
primarily due to the lower cost of acquiring  third-party  international  credit
reports,  and lower  salary  and  related  employee  benefits  resulting  from a
decrease  in  headcount,   offset   partially  by  the   incurrence  of  certain
non-recurring capital expenditures in connection with its move to its new leased
facility and the Company's  decision to co-locate its  production  servers at an
offsite location, both of which occurred in the third quarter of 2004.

      Selling,  general and  administrative  expenses  increased  14% for fiscal
2004. This increase was primarily due to higher rent expense because of the four
month  incurrence  of rental  payments on both the  Company's old and new leased
facilities as well as slightly higher salary and related  employee benefit costs
due to an increase in the Company's sales force during the past 12 months.


                                       12
<PAGE>

      Litigation  related  legal fees and expenses were down 65% for fiscal 2004
as a result of the conclusion of the 6 week trial in December 2003.

      Depreciation and amortization decreased 23% for fiscal 2004. This decrease
was due to a lower  depreciable  asset base during most of the year,  as certain
items had been fully  depreciated  but were still in use, offset by depreciation
expense  recorded for the assets either  purchased or leased in connection  with
the Company's move and the decision to co-locate its production servers.

      Other income  increased  21% for fiscal 2004.  This  increase was due to a
higher  level of funds  invested in interest  bearing  accounts  during the year
compared to last year due to the funds raised in the 2003 private placement.

      Interest expense  decreased 8% for fiscal 2004, due to a lower outstanding
promissory note balance, partially offset by the interest expense on the capital
leases entered into during 2004.

      The Company  incurred  net losses of $139,030  and  $805,947 for the years
ended December 31, 2004 and 2003, respectively.

      Future Operations

      The Company  intends to expand its operations by expanding the breadth and
depth of its product and service offerings and introducing new and 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 evolving
nature of the markets in which it competes,  the Company's ability to accurately
forecast its revenues,  gross profits and operating  expenses as a percentage of
net sales is limited.  The Company's current and future expense levels are based
largely on its  investment  plans and estimates of future  revenues.  To a large
extent  these  costs do not vary  with  revenue.  Sales  and  operating  results
generally  depend on the Company's  ability to attract and retain  customers and
the volume of and timing of customer  subscriptions for the Company's  services,
which are difficult to forecast. The Company may be unable to adjust spending in
a timely manner to compensate for any unexpected revenue shortfall. Accordingly,
any  significant  shortfall  in revenues in  relation to the  Company's  planned
expenditures  would have an immediate adverse effect on the Company's  business,
prospects,  financial  condition  and  results  of  operations.  Further,  as  a
strategic  response to changes in the competitive  environment,  the Company may
from  time to time make  certain  pricing,  service,  marketing  or  acquisition
decisions that could have a material adverse effect on its business,  prospects,
financial condition and results of operations.

      Achieving  greater  profitability  depends  on the  Company's  ability  to
generate and sustain increased revenue levels. The Company believes


                                       13
<PAGE>

that its success  will depend in large part on its ability to (i)  increase  its
brand  awareness,  (ii)  provide its  customers  with  outstanding  value,  thus
encouraging  customer  renewals,  and (iii) achieve  sufficient  sales volume to
realize  economies  of scale.  Accordingly,  the Company  intends to continue to
invest in marketing  and  promotion,  product  development  and  technology  and
operating infrastructure development. There can be no assurance that the Company
will be able to achieve these objectives within a meaningful time frame.

Critical Accounting Policies, Estimates and Judgments

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

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

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

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


                                       14
<PAGE>

      the deferred tax assets will not be realized.  The Company  considers that
      the  cumulative  losses  incurred  in recent  years  creates a  rebuttable
      presumption that a full valuation  allowance  continues to be required for
      its deferred tax assets.

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".

Recently Issued Accounting Standards

      In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 153,  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29," which  addresses  the
measurement of exchanges of nonmonetary assets and eliminates the exception from
fair value  measurement for nonmonetary  exchanges of similar  productive assets
and  replaces it with an exception  for  exchanges  that do not have  commercial
substance.  SFAS No. 153 is effective for nonmonetary asset exchanges  occurring
in fiscal  periods  beginning  after June 15,  2005,  with  earlier  application
permitted.  The  adoption  of SFAS  No.  153 had no  impact  on our  results  of
operations or our financial position.

      In December  2004, the FASB issued SFAS No. 123R,  "Share-Based  Payment",
replacing  SFAS No.  123 and  superseding  APB  Opinion  No. 25.  SFAS No.  123R
requires public companies to recognize  compensation expense for the cost of all
stock  options  and all  other  awards of equity  instruments,  including  those
granted to employees.  This compensation cost will be measured as the fair value
of the award on the grant date  estimated  using an  option-pricing  model to be
determined.  The Company is evaluating the various  transition  provisions under
SFAS No. 123R.  It is likely that the adoption of SFAS No. 123R will require the
Company to record  additional  employee  compensation  expense in its historical
financial  statements in subsequent fiscal years. SFAS No. 123R is effective for
the Company as of the beginning of the quarter ending March 31, 2006.

      No other new accounting pronouncement issued or effective during


                                       15
<PAGE>

the  fiscal  year  has had or is  expected  to  have a  material  impact  on the
consolidated financial statements.

Risks and Other Considerations

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

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

      Limited  Operating  History of CRM;  Anticipated  Losses and Negative Cash
Flow. The Company has been  operating its business  since January 1999,  when it
acquired  the  assets of the  CreditRisk  Monitor  credit  information  service.
Accordingly,  CRM has a limited operating history on which to base an evaluation
of its business and  prospects.  The Company's  prospects  must be considered in
light  of  the  risks,  expenses  and  difficulties  frequently  encountered  by
companies in their early stage of development, particularly companies in new and
rapidly  evolving  markets such as online  commerce.  Such risks for the Company
include,  but are not limited to, an evolving and  unpredictable  business model
and the  management of growth.  To address these risks,  the Company among other
things, must maintain and increase its customer base, implement and successfully
execute its business and marketing  strategy and its expansion  into new product
markets,  effectively  integrate  acquisitions and other business  combinations,
continue  to develop  and  upgrade  its  technology  and  transaction-processing
systems,  improve its Web site,  provide superior customer  service,  respond to
competitive  developments and attract,  retain and motivate qualified personnel.
There can be no assurance that the Company will be successful in addressing such
risks,  and the  failure to do so could have a  material  adverse  effect on the
Company's business, prospects, financial condition and results of operations.

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


                                       16
<PAGE>

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

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

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


                                       17
<PAGE>

operations  and  infrastructure,  (xiii)  governmental  regulation  and taxation
policies,  (xiv)  disruptions  in service by common  carriers  due to strikes or
otherwise,  (xv) risks of fire or other  casualty,  (xvi)  continued  litigation
costs  or  other  unanticipated   expenses,   (xvii)  interest  rate  risks  and
inflationary  pressures,  and (xviii) general  economic  conditions and economic
conditions specific to the Internet and online commerce.

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

      Competition.  The online commerce  market,  particularly  over the Web, is
new,  rapidly  evolving and  intensely  competitive.  The  Company's  current or
potential  competitors  include (i) companies now selling or who will be selling
credit analysis data, such as D&BTM which currently has the dominant position in
the  industry and the  financial  resources to invest much more than the Company
can  while  withstanding  substantial  price  competition,  and (ii) a number of
indirect  competitors  that  specialize in online commerce or information or who
derive a substantial  portion of the revenues from online commerce,  advertising
or information,  and who may offer competing products, and many of which possess
significant  brand  awareness,  sales  volume and  customer  bases.  The Company
believes  that  the  principal  competitive  factors  in its  market  are  brand
recognition,    selection,    personalized   services,    convenience,    price,
accessibility,  customer service,  quality of search tools, quality of editorial
and other  site  content  and  reliability  and speed of  delivery.  Many of the
Company's  competitors have longer operating  histories,  larger customer bases,
greater brand recognition and  significantly  greater  financial,  marketing and
other  resources than the Company.  Certain of the Company's  competitors may be
able to  secure  data from  vendors  on more  favorable  terms,  devote  greater
resources to marketing and promotional campaigns,  adopt more aggressive pricing
and devote substantially more resources to Web site and systems development than
the Company. Increased competition may result in reduced operating margins, loss
of market share and a diminished brand franchise. There can be no assurance that
the  Company  will be able to compete  successfully  against  current and future
competitors.

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


                                       18
<PAGE>

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

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

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

      The Company's web servers were located to a secure offsite location during
2004.  Its back  office  computer  and  communications  hardware is located at a
single leased  facility in Valley Cottage,  New York. The Company's  systems and
operations are vulnerable to damage or


                                       19
<PAGE>

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

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

      Limited  Personnel.  The Company currently has limited personnel and other
resources to undertake the extensive marketing  activities necessary to maintain
and  grow is  revenues.  The  Company's  ability  to  generate  revenue  will be
dependent  upon,  among other things,  its ability to manage an effective  sales
organization.  The  Company  will need to continue to develop and expand a sales
force and a marketing  group with  technical  expertise to coordinate  marketing
efforts. In addition, there can be no assurance that the Company will be able to
market its products  effectively  through an in-house  sales force,  independent
sales  representatives,  through  arrangements  with an outside sales force,  or
through strategic partners.

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


                                       20
<PAGE>

margins  attributable  to new business areas may be lower than those  associated
with the Company's existing business activities.

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

      Rapid  Technological  Change.  To remain  competitive,  the  Company  must
continue to enhance and improve the  responsiveness,  functionality and features
of its services. The Internet and the online commerce industry are characterized
by rapid  technological  change,  changes in user and customer  requirements and
preferences,  frequent  new  products and service  introductions  embodying  new
technologies  and the emergence of new industry  standards  and  practices  that
could render the  Company's  existing  website and  proprietary  technology  and
systems obsolete.  The Company's success will depend, in part, on its ability to
license  leading  technologies  useful in its  business,  enhance  its  existing
services,  develop new services  and  technology  that address the  increasingly
sophisticated  and varied  needs of its  prospective  customers  and  respond to
technological  advances  and  emerging  industry  standards  and  practices on a
cost-effective  and  timely  basis.  The  development  of a  website  and  other
proprietary  technology entails  significant  technical,  financial and business
risks.  There can be no assurance that the Company will  successfully  implement
new   technologies   or  adapt   its   website,   proprietary   technology   and
transaction-processing  systems to customer  requirements  or emerging  industry
standards.  If the Company is unable, for technical,  legal,  financial or other
reasons,  to adapt in a timely manner in response to changing market  conditions
or customer requirements, such inability could have a material adverse effect on
the  Company's   business,   prospects,   financial  condition  and  results  of
operations.

      Dependence on Key Personnel.  The Company's  performance is  substantially
dependent  on  the  continued  services  and on the  performance  of its  senior
management  and  other  key  personnel.  The  Company  does not  have  long-term
employment agreements with any of its


                                       21
<PAGE>

key personnel and maintains no "key person" life insurance policies. The loss of
the  services  of its  executive  officers or other key  employees  could have a
material  adverse  effect  on  the  Company's  business,  prospects,   financial
condition and results of operations.

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

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

      There  can be no  assurance  that the  Company  will be able to build  its
infrastructure,  add services,  expand its customer bases or implement the other
features  of its  business  strategy  at the  rate  or to the  extent  presently
planned, or that its business strategy will be successful. The Company's ability
to continue to grow may be affected


                                       22
<PAGE>

by  various  factors,  many of  which  are not  within  the  Company's  control,
including U.S. and foreign regulation of the Internet industry,  competition and
technological developments.  The inability to continue to upgrade the networking
systems or the operating and financial control systems, the inability to recruit
and  hire  necessary   personnel  or  the  emergence  of  unexpected   expansion
difficulties  could have a material  adverse  effect on the Company's  business,
prospects, financial condition and results of operations.

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

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

      Security Risks. Despite the implementation of network security measures by
the Company,  such as limiting  physical and network access to its routers,  its
Internet  access  systems and  information  services are  vulnerable to computer
viruses,  break-ins and similar  disruptive  problems caused by its customers or
other  Internet  users.  Such  problems  caused by third  parties  could lead to
interruption,   delays  or  cessation  in  service  to  the  Company's  Internet
customers.  Furthermore, such inappropriate use of the Internet by third parties
could also  potentially  jeopardize  the  security of  confidential  information
stored in the computer  systems of the  Company's  customers  and other  parties
connected to the Internet,  which may deter  potential  subscribers.  Persistent
security  problems  continue to plague public and private data networks.  Recent
break-ins,  "worms"  and  "viruses"  reported  in the press and  otherwise  have
reached computers  connected to the Internet at major  corporations and Internet
access providers and have involve the theft of information,  including incidents
in which hackers bypassed firewalls by posing as trusted computers.  Alleviating
problems caused by computer viruses,  worms,  break-ins or other problems caused
by third parties may require  significant  expenditures of capital and resources
by the Company, which could have a material adverse effect on the Company. Until
more comprehensive security technologies are developed, the security and privacy
concerns  of  existing  and  potential  customers  may inhibit the growth of the
Internet  service  industry  in  general  and the  Company's  customer  base and
revenues in particular. Moreover, if the Company experiences a


                                       23
<PAGE>

breach of  network  security  or  privacy,  there can be no  assurance  that the
Company's customers will not assert or threaten claims against the Company based
on or arising  out of such  breach,  or that any such claims will not be upheld,
which could have a material adverse effect on the Company's business, prospects,
financial condition and results of operations.

      Disallowance of NOL  Carryovers.  As of December 31, 2005, the Company had
approximately $5.5 million of net operating loss ("NOL") carryovers, expiring in
varying amounts over the following  twenty (20) years,  which it believes may be
available to shelter future taxable income,  if any. While the Company's view is
predicated  upon the advice of counsel,  the  Company  does not intend to seek a
ruling from the Internal  Revenue Service ("IRS") as to the  availability of its
NOLs and neither the Company's views nor counsel's advice is binding on the IRS.
Moreover,  counsel's  advice is in turn  predicated  on the  accuracy of certain
factual  assumptions,  including  assumptions  as to the value of its respective
preferred and common equity interests as of certain relevant dates, which are in
turn based upon the opinion of the independent  directors of the Company.  Since
these factual  determinations are important to the tax conclusions,  a ruling on
this issue would not be available  from the IRS, since it does not issue rulings
on factual  issues.  There can be no assurance  that such  assumptions  would be
sustained if challenged by the IRS. If a successful  challenge were  maintained,
then the sale of shares of common stock in its 1999 private placement,  together
with other  "owner-shifts"  within the prior three years, could have resulted in
an "ownership  change", in which event the NOL carryovers would be lost in their
entirety.  In  addition,  the  issuance  of shares  of common  stock in the 2003
private placement, and future issuances by the Company of its equity securities,
could result in an "ownership change" which,  depending upon the timing thereof,
would in turn cause a limitation  on the amount of NOL  carryovers  which can be
used in any one year.  Any  inability  to  utilize  these  NOLs or any  material
limitation on their availability would adversely effect the Company's  after-tax
cash flow and, accordingly, its financial condition and results of operations.

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


                                       24
<PAGE>

trademarks  and  other  proprietary  rights.  Any such  inability  could  have a
material  adverse  effect  on  the  Company's  business,  prospects,   financial
condition and results of operations.

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

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

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

      In addition,  to the extent the Company becomes  involved in litigation to
enforce or defend its  intellectual  property  rights,  such litigation can be a
lengthy and costly  process  causing  diversion  of effort and  resources by the
Company and its management with no


                                       25
<PAGE>

guarantee of success.

ITEM 7. FINANCIAL STATEMENTS.

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


                                       26
<PAGE>

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

      Effective  September 27, 2004,  upon the  recommendation  of the Company's
audit committee, the Company engaged J.H. Cohn LLP as its independent registered
public  accounting  firm to audit its  financial  statements  for the year ended
December 31, 2004. J.H. Cohn LLP replaced BDO Seidman, LLP who were dismissed by
the Company on September 27, 2004.

      During  the  years  ended  December  31,  2003  and  2002  there  were  no
disagreements with BDO Seidman,  LLP on any matters of accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure.

ITEM 8A. CONTROLS AND PROCEDURES.

      The Company's  management,  with the  participation of the Company's Chief
Executive Officer and Chief Financial  Officer,  has evaluated the effectiveness
of the Company's  disclosure controls and procedures (as such term is defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended)  as of the end of the  period  covered  by this  report.  Based on that
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
have  concluded  that, as of the end of such period,  the  Company's  disclosure
controls and procedures are effective.

      There have not been any changes in the  Company's  internal  control  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the Securities  Exchange Act of 1934, as amended) during its fiscal fourth
quarter that have materially  affected,  or are reasonably  likely to materially
affect, the Company's internal control over financial  reporting.  Management is
aware that there is a lack of  segregation  of duties due to the small number of
employees dealing with general  administrative and financial  matters.  However,
management has decided that  considering the employees  involved and the control
procedures  in  place,  risks  associated  with  such  lack of  segregation  are
insignificant and the potential benefit of adding employees to clearly segregate
duties do not justify the expenses associated with such increase.

ITEM 8B. OTHER INFORMATION.

      None.


                                       27
<PAGE>

                                    PART III

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

Directors and Executive Officers

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

<TABLE>
<CAPTION>
=======================================================================================================
                                              Principal Occupation/Position        Officer or
            Name                  Age               Held with Company               Director
                                                                                      Since
-------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>                                      <C>
Jerome S. Flum                     65        Chairman of the                          1983
                                             Board/President/
                                             Chief Executive Officer
-------------------------------------------------------------------------------------------------------
William Danner                     49        Senior Vice President/Chief              2005
                                             Operating Officer
-------------------------------------------------------------------------------------------------------
Lawrence Fensterstock              55        Senior Vice President/Chief              1999
                                             Financial Officer/
                                             Secretary
-------------------------------------------------------------------------------------------------------
Jeffrey S. Geisenheimer            40        Director                                 2005
-------------------------------------------------------------------------------------------------------
Richard J. James                   66        Director                                 1992
-------------------------------------------------------------------------------------------------------
Andrew J. Melnick                  64        Director                                 2005
=======================================================================================================
</TABLE>

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

      William B. Danner was appointed Chief Operating Officer in October 2005, 6
months after joining the Company as Chief Marketing  Officer.  Mr. Danner brings
to the Company over 20 years of  financial  services  and  information  services
marketing  experience.  His most recent  experience  includes brand strategy and
business development  consulting for financial services clients at his own firm,
Danner


                                       28
<PAGE>

Marketing,  from 2004 through  April 2005.  Previously,  he was a consultant  at
Citigate  Albert Frank, a marketing  communications  company,  based in New York
City (acquired as part of Incepta Group by Huntsworth in April 2005),  from 2002
through  2003.  From  1997 to 2001,  Mr.  Danner  was Vice  President  of Market
Development at MetLife.  From 1991 to 1997, he held several marketing  positions
at D&B and  ultimately  served as Vice  President,  Strategic  Planning  at D&B.
Before D&B, he held a series of progressively  responsible  marketing  positions
during  nearly 10 years at GE Capital and GE  Information  Services.  Mr. Danner
earned both his MBA and BA degrees at Harvard.

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

      Jeffrey S. Geisenheimer is Chief Financial Officer of Instant Information,
Inc.,  a  financial   information   services  company  providing   professional,
collaborative  solutions  to the  financial  industry.  In this  capacity  he is
responsible  for the daily  financial and  operating  activities of the company.
Prior to  joining  Instant  Information  in 2005,  Mr.  Geisenheimer  was  Chief
Financial  Officer,  from 2003 to 2005, of Moneyline  Telerate,  Inc., which was
acquired  by  Reuters  in June 2005.  Before  that he served as Chief  Financial
Officer,  from 1999 to 2003, of Multex.com,  Inc., which was acquired by Reuters
in March 2003,  and as Chief  Financial  Officer,  from 1996 to 1999,  of Market
Guide,  Inc.,  which was acquired by Multex in September 1999. Mr.  Geisenheimer
received a Bachelor of Business Administration degree in Banking and Finance and
a  Master  of  Business   Administration   degree  in  Accounting  from  Hofstra
University.

      Richard  J. James is a  Consultant  for Sigma  Breakthrough  Technologies,
Inc.,  working with leading  international and domestic Fortune 500 companies to
improve their new product  development  and operational  processes,  since 2005.
Prior  to  this,  Mr.  James  served  as  the  Technical  Manager  for  Polaroid
Corporation's  Consumer Hardware Division,  supporting  manufacturing  plants in
Scotland, China and the United States, from 1980 until 2002. In this role he was
responsible  for  increasing  the business  performance  of  Polaroid's  instant
consumer cameras through improved manufacturing processes and product redesigns.
From 1968 through 1979, Mr. James was President of James Associates,  a group of
businesses involving accounting and tax preparation,  small business consulting,
real estate sales and rentals, and retail jewelry sales. Mr. James is a founding
Board member and VP


                                       29
<PAGE>

Finance of the Boston Chapter of the Society of Concurrent Product  Development.
Mr. James holds a BS in Chemical  Engineering from  Northeastern  University and
has completed extensive managerial and technical subjects. Mr. James served as a
1st Lieutenant in the U.S. Army.

      Andrew J. Melnick retired from Goldman, Sachs & Co. at the end of 2004. He
joined Goldman Sachs in 2002 as Co-Director  of its Global  Investment  Research
Division  and a member of its  Management  Committee.  Prior to joining  Goldman
Sachs,  he was Senior Vice  President and Director of the Global  Securities and
Economics  Research Group of Merrill Lynch,  since 1989.  During his 13 years at
Merrill Lynch,  Mr. Melnick  expanded the Firm's Research Group from primarily a
domestic effort to one with research  offices in 26 countries  around the world.
During that period  Merrill  Lynch was ranked as the top research  department in
nearly all regions of the world  including six straight  times as the number one
equity research department in the United States. Previous employment:  President
of Woolcott & Co. a boutique research and investment  banking firm;  Director of
Research and a Partner of L.F.  Rothschild  Unterberg Towbin; and Senior Analyst
at Drexel Burnham Lambert.  He is a Chartered  Financial Analyst  (C.F.A.).  Mr.
Melnick served as a 1st Lieutenant in the U.S. Army.

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

The Audit Committee

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

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

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

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

      The Audit Committee  currently consists of its outside directors - Jeffrey
Geisenheimer,  Richard James and Andrew Melnick, all of whom are audit committee
financial experts and are independent, as such terms are


                                       30
<PAGE>

defined by the SEC.

Compliance with Section 16(a) of the of 1934

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

      To the  Company's  knowledge,  based solely on its review of the copies of
such  reports   received  by  it  with  respect  to  fiscal  2005,   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 3 for William Danner and a Form 5 for
Andrew  Melnick,  with  respect  to one  transaction  for Mr.  Danner  and  four
transactions for Mr. Melnick, were filed late.

Code of Ethics

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


                                       31
<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                  Long-Term
                                    Compensation(3)(4)          Compensation(5)
------------------------------------------------------------------------------------

                                                              Number of Securities
  Name and Principal Position   Year        Salary(2)          Underlying Options
------------------------------------------------------------------------------------
<S>                              <C>       <C>                     <C>
Jerome S. Flum, Chairman,        2005      $145,667                      --
President and Chief Executive    2004      $130,400(3)                   --
Officer                          2003      $115,200(1)(3)             5,000
------------------------------------------------------------------------------------

William B. Danner, Senior Vice   2005      $ 97,708                 150,000
President                        2004         N/A                        --
                                 2003         N/A                        --
------------------------------------------------------------------------------------

Lawrence Fensterstock, Senior    2005      $144,833                      --
Vice President                   2004      $138,417                      --
                                 2003      $140,000                   5,000
====================================================================================
</TABLE>

(1)   Beginning January 20, 1999 and continuing  through June 30, 2003, Mr. Flum
      was being  compensated  by the Company at the rate of $150,000  per annum,
      although  during  this  period he agreed to defer a portion  of his annual
      salary. Effective July 1, 2003, Mr. Flum elected to discontinue any future
      deferral.  The cumulative amount deferred of $238,750  (including  $12,500
      deferred in 2003) is non-interest bearing and was initially payable at the
      earlier of (a) the  attainment  by the  Company of  sustainable  cash flow
      breakeven  and (b) the  repayment in full of the revised  promissory  note
      issued in connection  with the Company's  acquisition of the assets of CRM
      from Market  Guide Inc. In July 2004,  the  Company's  Board of  Directors
      agreed to issue 200,000  shares of the Company's  common stock with a fair
      value of $90,000 as partial  payment of this  liability as well as paying,
      in cash, the balance to the Chief Executive Officer,  representing the tax
      "gross-up"  on  this  stock  issuance,  thereby  reducing  the  cumulative
      deferred amount by approximately  $150,000 to $88,890.  The full amount of
      his  compensation,  including  the deferred  portion,  is reflected in the
      Company's  financial  statements.  Also during  2003 Mr.  Flum  elected to
      receive  a  portion  of  his   salary  in  the  form  of  other   non-cash
      compensation.

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

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


                                       32
<PAGE>

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

(5)   There were no Restrictive Stock Awards or Long-Term Incentive Plan payouts
      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  2005,  non-qualified  options to purchase
shares of the Company's Common Stock were granted to the following  non-employee
directors  -- 30,000  options at a  purchase  price of $1.00 per share to Andrew
Melnick,  3,000 options at a purchase  price of $1.00 per share to Richard James
and  30,000  options  at  a  purchase  price  of  $1.65  per  share  to  Jeffrey
Geisenheimer.


                                       33
<PAGE>

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.

=============================================================================
                 OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
-----------------------------------------------------------------------------
                                           Individual Grants
-----------------------------------------------------------------------------
                                      Percent of
                     Number of          Total
                     Securities        Options         Exercise
                     Underlying       Granted to        or Base
                      Options        Employees in        Price     Expiration
 Name               Granted (#)      Fiscal Year        ($/Sh)        Date
-----------------------------------------------------------------------------
William Danner        100,000           29.37%          $1.00       5/09/2015
                       50,000           14.68%          $1.25      10/06/2015
=============================================================================

(1)   No stock  appreciation  rights were granted to the  executive  officers in
      fiscal 2005.

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

================================================================================
              MINIMUM ANNUAL
---------------------------------------------
                            Pre-Tax Operating   Options       Cumulative
   Level   Gross Sales            Margin         Vested      Options Vested
--------------------------------------------------------------------------------
     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%
================================================================================

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


                                       34
<PAGE>

<TABLE>
<CAPTION>
===========================================================================================================
            AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
-----------------------------------------------------------------------------------------------------------
                                                Number of Securities
                                               Underlying Unexercised           Value of Unexercised
                     Shares                  Options at Fiscal Year-End       In-the-Money Options at
                    Acquired                           (#)                     Fiscal Year-End ($)(1)
                       on          Value     --------------------------------------------------------------
                    Exercise      Realized                     Un-                                Un-
     Name             (#)            ($)     Exercisable   exercisable      Exercisable       exercisable
-----------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>        <C>          <C>              <C>               <C>
Jerome S.
Flum                   -0-           -0-        15,000         5,000          $9,750-             $3,250
-----------------------------------------------------------------------------------------------------------
William B.
Danner                 -0-           -0-            -0-      150,000              -0-            $85,000
-----------------------------------------------------------------------------------------------------------
Lawrence
Fensterstock           -0-           -0-            -0-      170,000              -0-           $260,485
===========================================================================================================
</TABLE>

(1)   Represents  the amount by which the  closing  price on  December  31, 2005
      ($1.65) exceeded the exercise prices of unexercised options.

      No stock options were exercised by the Company's executive officers in the
last fiscal year.

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

      The following table sets forth as of March 6, 2006  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:


                                       35
<PAGE>

================================================================================
                                                          Percentage of
                            Number of Shares                Outstanding
          Name             of Common Stock(1)              Common Stock
--------------------------------------------------------------------------------
Flum Partners(2)                 4,897,128                     63.64%
--------------------------------------------------------------------------------
Jerome S. Flum                   5,375,353 (3)(4)              69.86%
--------------------------------------------------------------------------------
William B. Danner                    1,500                     -----*
--------------------------------------------------------------------------------
Jeffrey S. Geisenheimer             52,000                     -----*
--------------------------------------------------------------------------------
Richard J. James                    37,000                     -----*
--------------------------------------------------------------------------------
Andrew J. Melnick                   10,000                     -----*
================================================================================
All directors and officers       5,475,853 (3)(4)(5)           71.17%
(as a group (5 persons))
================================================================================

*     less than 1%

(1)   Does not give effect to (a) options to purchase  640,500  shares of Common
      Stock granted to 12 officers and employees  pursuant to the 1998 Long Term
      Incentive Plan of the Company, and (b) options to purchase an aggregate of
      79,000 shares granted to the non-employee  directors  pursuant to the 1998
      Long Term Incentive Plan of the Company.  All of the foregoing options are
      not exercisable  within sixty days.  Includes 2,000 shares of Common Stock
      issued to Flum Partners in consideration of loans to the Company. Includes
      options to purchase  15,000  shares of Common  Stock  granted to Mr. Flum,
      which are immediately exercisable

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

(3)   Includes 4,897,128 shares owned by Flum Partners, of which Mr. Flum is the
      sole general  partner,  which are also deemed to be beneficially  owned by
      Mr. Flum because of his power,  as sole general  partner of Flum Partners,
      to direct the voting of such  shares  held by the  partnership.  Mr.  Flum
      disclaims beneficial  ownership of the shares owned by Flum Partners.  The
      5,375,353  shares of Common Stock, or 69.86% of the outstanding  shares of
      Common  Stock,   may  also  be  deemed  to  be  owned,   beneficially  and
      collectively,  by Flum  Partners  and Mr. Flum,  as a "group",  within the
      meaning of Section  13(d)(3) of the  Securities  Exchange Act of 1934,  as
      amended (the "Act").

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

(5)   At the time of his resignation as a Director  effective December 22, 2005,
      Mr. Charm owned 36,000 shares of Common Stock, and had options to purchase
      9,500 shares that are not currently exercisable.

      The Company's  equity  compensation  plan approved by  stockholders is the
1998 Long-Term Incentive Plan.


                                       36
<PAGE>

      The following  table  summarizes  information  about the Company's  common
stock that may be issued upon the exercise of options, warrants and rights under
all equity compensation plans of the Company as of December 31, 2005.

<TABLE>
<CAPTION>
=========================================================================================================
                                                                                          Number of
                                                                                          securities
                                                                                          remaining
                                                                                        available for
                                              Number of                                     future
                                              securities             Weighted          issuance under
                                             to be issued             average               equity
                                                 upon              exercise price        compensation
                                             exercise of                 of                 plans
                                             outstanding            outstanding           (excluding
                                               options,               options,            securities
                                             warrants and             warrants           reflected in
              Plan category                     rights               and rights         first column)
---------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                  <C>
Equity compensation plans
approved by stockholders                       737,500                $0.9461              690,500
---------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by stockholders                        --                     --                   --
---------------------------------------------------------------------------------------------------------
Total                                          737,500                $0.9461              690,500
=========================================================================================================
</TABLE>


                                       37
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      There were no such  reportable  relationships  or related  transactions in
2005.

ITEM 13. EXHIBITS.

(a)   Exhibits

      2      -     Copy of the Asset Purchase Agreement dated December 29,
                   1998. (1)

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

      3(ii)* -     Copy of the  Company's  By-Laws as amended April 27, 1987 and
                   May 11, 1999.

      10-C   -     Copy of Company's 1998 Long-Term Incentive Plan. (2)

      14     -     CreditRiskMonitor.com,  Inc.  Code of  Ethics  for  Principal
                   Executive Officer and Senior Financial Officers. (4)

      31.1*  -     Certification of Chief Executive Officer.

      31.2*  -     Certification of Chief Financial Officer.

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

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

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

(2)   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.

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

(4)   Filed as an Exhibit to  Registrant's  Annual Report on Form 10-KSB for the
      fiscal year ending December 31, 2003 (File No.  1-10825) and  incorporated
      herein by reference thereto.

*     Filed herewith.

                        DOCUMENTS AVAILABLE UPON REQUEST

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

      Office  of  the  Secretary,  CreditRiskMonitor.com,  Inc.,  704  Executive
Boulevard, Suite A, Valley Cottage, NY 10989.


                                       38
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

      J.H.  Cohn  LLP's  aggregate  fees  billed or  billable  for  professional
services  rendered for the audits of the Company's annual  financial  statements
for the  2005/2004  fiscal  years and the  reviews of the  financial  statements
included in the Company's Form 10-QSB for 2005 and the third quarter of 2004 was
$31,500  in each year.  The  engagement  of J.H.  Cohn LLP for the 2005 and 2004
fiscal years and the scope of audit-related  services,  including the audits and
reviews described above, were all pre-approved by the audit committee.  Prior to
its dismissal in September  2004, BDO Seidman,  LLP's  aggregate fees billed for
professional  services  rendered  in  2004  (for  the  review  of the  financial
statements  included in the  Company's  Forms 10-QSB for the first 2 quarters of
fiscal 2004 and the Company's  Registration Statement on Form S-8) were $11,675.
The  engagement  of BDO Seidman,  LLP for the reviews  described  above were all
pre-approved by the audit committee.

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

Audit-Related Fees

      Neither J.H. Cohn LLP nor BDO Seidman, LLP provided any other assurance or
related  services in the 2005 or 2004 fiscal years except as described under the
caption "Audit Fees".

Tax Fees

      J.H.  Cohn LLP's  aggregate  fees billed or  billable  for all tax related
services  for each of the  2005  and  2004  fiscal  years  were  $6,000  for tax
preparation services.

All Other Fees

      Neither  J.H.  Cohn LLP nor BDO  Seidman,  LLP  provided  any  products or
services in the 2005 or 2004 fiscal years other than as described above.


                                       39
<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 31, 2006                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 31, 2006                By: /s/ Jerome S. Flum
                                            Jerome S. Flum
                                            Chairman of the Board and
                                            Chief Executive Officer

Date: March 31, 2006                By: /s/ Lawrence Fensterstock
                                            Lawrence Fensterstock
                                            Chief Financial Officer

Date: March 31, 2006                By: /s/ Jeffrey S. Geisenheimer
                                            Jeffrey S. Geisenheimer
                                            Director

Date: March 31, 2006                By: /s/ Richard J. James
                                            Richard J. James
                                            Director

Date: March 31, 2006                By: /s/ Andrew J. Melnick
                                            Andrew J. Melnick
                                            Director


                                       40
<PAGE>


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

                                                                            PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-2

CONSOLIDATED FINANCIAL STATEMENTS

       Consolidated Balance Sheets - December 31, 2005 and 2004             F-3

       Consolidated Statements of Operations - Years Ended
              December 31, 2005 and 2004                                    F-4

       Consolidated Statements of Stockholders' Equity -
              Years Ended December 31, 2005 and 2004                        F-5

       Consolidated Statements of Cash Flows - Years Ended
              December 31, 2005 and 2004                                    F-6

       Notes to Consolidated Financial Statements                           F-7


                                      F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders of CreditRiskMonitor.com, Inc.:

We have audited the accompanying consolidated balance sheets of
CreditRiskMonitor.com, Inc. and Subsidiary as of December 31, 2005 and 2004, and
the related consolidated statements of operations, stockholders' equity 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 and
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
CreditRiskMonitor.com, Inc. and Subsidiary as of December 31, 2005 and 2004, and
their consolidated results of operations and cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States.


/s/ J.H. Cohn LLP

Jericho, New York
March 10, 2006


                                      F-2
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                2005            2004
                                                                ----            ----
<S>                                                        <C>             <C>
ASSETS
Current assets:
     Cash and cash equivalents                             $  2,034,786    $    877,025
     Accounts receivable, net of allowance of $43,677           658,603         637,221
     Other current assets                                       191,137         172,019
                                                           ------------    ------------

         Total current assets                                 2,884,526       1,686,265

Property and equipment, net                                     153,689         162,085
Goodwill                                                      1,954,460       1,954,460
Prepaid and other assets                                         33,854          20,042
                                                           ------------    ------------

         Total assets                                      $  5,026,529    $  3,822,852
                                                           ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Deferred revenue                                      $  2,607,569    $  2,221,233
     Accounts payable                                           125,590         170,949
     Accrued expenses                                           157,676         218,990
     Current portion of long-term debt                          110,893         100,084
     Current portion of capitalized lease obligations            26,467          26,518
                                                           ------------    ------------

         Total current liabilities                            3,028,195       2,737,774
                                                           ------------    ------------

Long-term debt, net of current portion:
     Promissory note                                            409,810         520,703
     Capitalized lease obligations                               18,437          44,904
                                                           ------------    ------------
                                                                428,247         565,607
Other liabilities                                                95,812          91,265
                                                           ------------    ------------

         Total liabilities                                    3,552,254       3,394,646
                                                           ------------    ------------

Stockholders' equity:
     Preferred stock, $.01 par value; authorized
         5,000,000 shares; none issued
     Common stock, $.01 par value; authorized 25,000,000             --              --
         shares; issued and outstanding 7,679,462 shares         76,794          76,794
     Additional paid-in capital                              28,122,383      28,122,383
     Accumulated deficit                                    (26,724,902)    (27,770,971)
                                                           ------------    ------------

         Total stockholders' equity                           1,474,275         428,206
                                                           ------------    ------------

         Total liabilities and stockholders' equity        $  5,026,529    $  3,822,852
                                                           ============    ============
</TABLE>

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


                                      F-3
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2005 and 2004

                                                        2005           2004
                                                        ----           ----

Operating revenues                                  $ 3,841,833    $ 3,346,572
                                                    -----------    -----------

Operating expenses:
     Data and product costs                           1,113,602      1,042,912
     Selling, general and administrative expenses     2,563,063      2,071,355
     Litigation related legal fees and expenses         116,140        236,691
     Depreciation and amortization                       66,302         67,721
                                                    -----------    -----------

         Total operating expenses                     3,859,107      3,418,679
                                                    -----------    -----------

Loss from operations                                    (17,274)       (72,107)
Other income                                             31,492          7,729
Gain on settlement of litigation                      1,100,000             --
Interest expense                                        (66,091)       (74,271)
                                                    -----------    -----------

Income (loss) before income taxes                     1,048,127       (138,649)
Provision for state and local income taxes                2,058            381
                                                    -----------    -----------

Net income (loss)                                   $ 1,046,069    $  (139,030)
                                                    ===========    ===========

Net income (loss) per share-
     basic and diluted                              $      0.14    $     (0.02)
                                                    ===========    ===========

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


                                      F-4
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                             Common Stock        Additional                          Total
                           ------------------      Paid-in        Accumulated    Stockholders'
                           Shares      Amount      Capital          Deficit         Equity
                           ------      ------      -------          -------         ------
<S>                      <C>         <C>         <C>             <C>             <C>
Balance January 1,
  2004                   7,407,462   $  74,074   $ 28,035,096    $(27,631,941)   $    477,229

Net loss                        --          --             --        (139,030)       (139,030)
Issuance of shares
  to pay portion
  of accrued
  compensation             200,000       2,000         88,000              --          90,000
Proceeds from exercise
  of stock options          72,000         720           (713)             --               7
                         ---------   ---------   ------------    ------------    ------------

Balance December 31,
  2004                   7,679,462      76,794     28,122,383     (27,770,971)        428,206

Net income                      --          --             --       1,046,069       1,046,069
                         ---------   ---------   ------------    ------------    ------------

Balance December 31,
  2005                   7,679,462   $  76,794   $ 28,122,383    $(26,724,902)   $  1,474,275
                         =========   =========   ============    ============    ============
</TABLE>

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


                                      F-5
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                       2005           2004
                                                                                       ----           ----
<S>                                                                                <C>            <C>
Cash flows from operating activities:
     Net income (loss)                                                             $ 1,046,069    $  (139,030)
     Adjustments to reconcile net income (loss) to net
         cash provided by (used in) operating activities:
              Depreciation                                                              66,302         67,721
              Deferred rent                                                              4,547         (2,920)
     Changes in operating assets and liabilities:
         Accounts receivable, net                                                      (21,382)      (132,630)
         Other current assets                                                          (19,118)       (69,417)
         Prepaid and other assets                                                      (13,812)        (1,162)
         Deferred revenue                                                              386,336        188,755
         Accounts payable                                                              (45,359)       (37,116)
         Accrued expenses                                                              (61,314)        46,712
                                                                                   -----------    -----------

Net cash provided by (used in) operating activities                                  1,342,269        (79,087)
                                                                                   -----------    -----------

Cash flows from investing activities:
     Purchase of property and equipment                                                (57,906)       (73,150)
                                                                                   -----------    -----------

Net cash used in investing activities                                                  (57,906)       (73,150)
                                                                                   -----------    -----------

Cash flows from financing activities:
     Proceeds from exercise of stock options                                                --              7
     Payments on promissory note                                                      (100,084)       (90,328)
     Payments on capital lease obligations                                             (26,518)       (18,864)
                                                                                   -----------    -----------

Net cash used in financing activities                                                 (126,602)      (109,185)
                                                                                   -----------    -----------

Net increase (decrease) in cash and cash equivalents                                 1,157,761       (261,422)
Cash and cash equivalents at beginning of year                                         877,025      1,138,447
                                                                                   -----------    -----------

Cash and cash equivalents at end of year                                           $ 2,034,786    $   877,025
                                                                                   ===========    ===========

Supplemental disclosure of cash flow information:
     Cash paid during the year for:
         Interest                                                                  $    77,936    $    58,451
                                                                                   ===========    ===========

         Income taxes                                                              $     2,058    $       381
                                                                                   ===========    ===========

Supplemental schedule of noncash investing and financing activities:
         Acquisition of computer and telephone equipment
              under capital leases                                                 $        --    $    76,656
                                                                                   ===========    ===========
         Issuance of shares to pay portion of accrued
              compensation                                                         $        --    $    90,000
                                                                                   ===========    ===========
</TABLE>

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


                                      F-6
<PAGE>

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

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

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

Use of Estimates

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

Cash Equivalents

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

Property and Equipment

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

Goodwill

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets", goodwill and


                                      F-7
<PAGE>

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

other indefinite-lived intangible assets are no longer amortized, but are
reviewed for impairment at least annually and if a triggering event were to
occur in an interim period. Goodwill impairment is determined using a two-step
process. The first step of the impairment test is used to identify potential
impairment by comparing the fair value of a reporting unit to the book value,
including goodwill. If the fair value of a reporting unit exceeds its book
value, goodwill of the reporting unit is not considered impaired and the second
step of the impairment test is not required. If the book value of a reporting
unit exceeds its fair value, the second step of the impairment test is performed
to measure the amount of impairment loss, if any. The second step of the
impairment test compares the implied fair value of the reporting unit's goodwill
with the book value of that goodwill. If the book value of the reporting unit's
goodwill exceeds the implied fair value of that goodwill, an impairment loss is
recognized in an amount equal to that excess. The implied fair value of goodwill
is determined in the same manner as the amount of goodwill recognized in a
business combination. The Company completed its annual goodwill impairment tests
for 2005 and 2004 during the fourth quarter of each year and determined there
was no impairment of existing goodwill.

Long-Lived Assets

The Company reviews its long-lived amortizable assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable in accordance with SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". Recoverability of assets held and
used is measured by a comparison of the carrying amount of an asset to
undiscounted pre-tax future net cash flows expected to be generated by that
asset. An impairment loss is recognized for the amount by which the carrying
amount of the assets exceeds the fair value of the assets. As of December 31,
2005, management believes no impairment of long-lived assets has occurred.

Income Taxes

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

Revenue Recognition

CRM's domestic and international service is sold on a subscription basis
pursuant to customer contracts that span


                                      F-8
<PAGE>

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

varying periods of time, but are generally for a period of one year. The Company
initially records amounts billed as accounts receivable and defers the related
revenue when persuasive evidence of an arrangement exists, fees are fixed or
determinable, and collection is reasonably assured. Revenues are recognized
ratably over the related subscription period. Revenue from the Company's
third-party international credit report service is recognized as information is
delivered and products and services are used by customers.

Income (Loss) Per Share

Income (loss) per share is computed under the provisions of SFAS No. 128,
"Earnings Per Share". Amounts reported as basic and diluted net income (loss)
per share for each of the two years in the period ended December 31, 2005
reflect the net income (loss) for the year divided by the weighted average of
common shares outstanding during the year and the weighted average of common
shares outstanding adjusted for the effects of potentially dilutive securities
(see Note 9).

Fair Value of Financial Instruments

The Company follows the provisions of SFAS No. 107, "Disclosure about Fair Value
of Financial Instruments". This pronouncement requires that the Company
calculate the fair value of financial instruments and include this additional
information in the notes to the financial statements when the fair value is
different than the book value of those financial instruments. The Company
believes the recorded value of cash and cash equivalents, accounts receivable,
and accounts payable and other liabilities approximates fair value because of
the short maturity of these financial instruments. The Company's promissory note
was originally discounted, as appropriate, to bear an interest rate that
represents the cost of borrowings with third-party lenders. Management believes
that the carrying value of the note approximates its fair value at December 31,
2005 and 2004.

Comprehensive Income

The Company adheres to the provisions of SFAS No. 130, "Reporting Comprehensive
Income". This pronouncement establishes standards for reporting and display of
comprehensive income or loss and its components (revenues, expenses, gains, and
losses). The statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
classified by their nature. Furthermore, the Company is required to display the
accumulated balances of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of the balance
sheet. For the years ended December 31, 2005 and 2004, there were no items that
gave rise to other comprehensive income or loss and the net loss equaled
comprehensive loss.


                                      F-9
<PAGE>

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

Segment Information

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

Stock-Based Compensation

At December 31, 2005 the Company has a stock-based employee compensation plan
which is described more fully in Note 4. The Company accounts for this plan
using the intrinsic value method in accordance with the provisions of APB No.
25, "Accounting for Stock Issued to Employees" and related Interpretations. No
stock-based employee compensation cost for employee stock options is reflected
in net income (loss), as all options granted under this plan had an exercise
price equal to or greater than the market value of the underlying common stock
on the date of grant.

In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation--Transition
and Disclosure," the following table presents the effect on net income (loss)
and net income (loss) per share had compensation cost for the Company's stock
plan been determined using the Black-Scholes option valuation model, which is a
fair value-based method consistent with SFAS No. 123 and the assumptions shown
in Note 4, for the years ended December 31:

                                                         2005         2004
                                                         ----         ----

Net income (loss)
     As reported                                     $ 1,046,069    $(139,030)
     Less: Total stock-based employee compensation
         expense determined under fair value based
         method for all awards, net of related
         tax benefits or effects (see Note 4)            (25,674)       4,187
                                                     -----------    ---------

     Pro forma                                       $ 1,020,395    $(134,843)
                                                     ===========    =========

Net income (loss) per share - basic and diluted
     As reported                                     $      0.14    $   (0.02)
     Pro forma                                       $      0.13    $   (0.02)

Recently Issued Accounting Standards

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets--an amendment of APB Opinion No. 29," which addresses the measurement of
exchanges of nonmonetary assets and


                                      F-10
<PAGE>

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

eliminates the exception from fair value measurement for nonmonetary exchanges
of similar productive assets and replaces it with an exception for exchanges
that do not have commercial substance. SFAS No. 153 is effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005, with
earlier application permitted. The adoption of SFAS No. 153 had no impact on our
results of operations or our financial position.

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment",
replacing SFAS No. 123 and superseding APB Opinion No. 25. SFAS No. 123R
requires public companies to recognize compensation expense for the cost of all
stock options and all other awards of equity instruments, including those
granted to employees. This compensation cost will be measured as the fair value
of the award on the grant date estimated using an option-pricing model to be
determined. The Company is evaluating the various transition provisions under
SFAS No. 123R. It is likely that the adoption of SFAS No. 123R will require the
Company to record additional employee compensation expense in its historical
financial statements in subsequent fiscal years. SFAS 123R is effective for the
Company as of the beginning of the quarter ending March 31, 2006.

No other new accounting pronouncement issued or effective during the fiscal year
has had or is expected to have a material impact on the consolidated financial
statements.

Reclassifications

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

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk principally consist of cash, cash equivalents and accounts
receivable. The Company maintains its cash and cash equivalents in bank deposit
and other accounts, the balances of which, at times, may exceed Federally
insured limits. Exposure to credit risk is reduced by placing such deposits in
high credit quality financial institutions.

The Company closely monitors the extension of credit to its customers. The
Company's accounts receivable balance is net of an allowance for doubtful
accounts. The Company does not require collateral or other security to support
credit sales, but provides an allowance for doubtful accounts based on
historical experience and specifically identified risks. Accounts receivable are
charged off against the allowance for doubtful accounts when management
determines that recovery is unlikely and the Company ceases collection efforts.
The Company does not believe that significant credit risk existed at December
31, 2005 and 2004.


                                      F-11
<PAGE>

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

NOTE 3 - INCOME TAXES

The Company has generated net operating loss ("NOL") carryforwards for income
tax purposes, which are available for carryforward against future taxable
income. At December 31, 2005, the Company had Federal NOL carryforwards of
approximately $5,510,000, which expire through 2025.

The actual tax expense for 2005 and 2004 differs from the "expected" tax expense
or benefit for those years (computed by applying the applicable United States
federal corporate tax rate to income (loss) before income taxes) as follows:

                                                           2005          2004
                                                           ----          ----

Computed "expected" benefit                             $ 419,251     $ (55,460)
Utilization of net operating loss carryforward            324,084            --
Expiration of net operating loss carryforward                  --       453,528
Decrease in valuation allowance                          (741,277)     (397,687)
                                                        ---------     ---------

State and local income tax expense                      $   2,058     $     381
                                                        =========     =========

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets at December 31, 2005 and 2004 are as follows:

                                                       2005             2004
                                                       ----             ----

Deferred tax assets:
     Net operating loss carryforwards              $ 1,888,975      $ 2,574,145
     Other                                             125,542          120,752
                                                   -----------      -----------

     Total deferred tax assets                       2,014,517        2,694,897
     Valuation allowance                            (1,716,673)      (2,457,950)
                                                   -----------      -----------

     Net deferred tax assets                           297,844          236,947
                                                   -----------      -----------

Deferred tax liabilities:
     Goodwill amortization                            (290,674)        (229,332)
     Fixed assets                                       (7,170)          (7,615)
                                                   -----------      -----------

     Total deferred tax liabilities                   (297,844)        (236,947)
                                                   -----------      -----------

Net deferred tax assets                            $        --      $        --
                                                   ===========      ===========

The Company considers that the cumulative losses incurred in recent years,
excluding the effects of a non-recurring gain, creates a rebuttable presumption
that a full valuation allowance continues to be required for its deferred tax
assets. Therefore, no deferred tax benefit has been recorded and a full
valuation allowance has been charged against the related deferred tax assets
because the Company does not consider it more likely than not that the deferred
tax assets will be realized.

The net change in the total valuation allowance for the years ended


                                      F-12
<PAGE>

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

December 31, 2005 and 2004 was a decrease of $741,277 and $397,687,
respectively.

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

Common Stock

At December 31, 2005, 737,500 shares of the Company's authorized common stock
were reserved for issuance upon exercise of outstanding options under its stock
option plan.

Preferred Stock

The Company's Articles of Incorporation provide that the Board of Directors has
the authority, without further action by the holders of the outstanding common
stock, to issue up to five million shares of preferred stock from time to time
in one or more series. The Board of Directors shall fix the consideration to be
paid, but not less than par value thereof, and to fix the terms of any such
series, including dividend rights, dividend rates, conversion or exchange
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price and the liquidation preference of such series.
As of December 31, 2005, the Company does not have any preferred stock
outstanding.

Stock Options and Stock Appreciation Rights

At December 31, 2005, the Company has one stock option plan: the 1998 Long-Term
Incentive Plan.

The 1998 Long-Term Incentive Plan authorizes the grant of incentive stock
options, non-qualified stock options, stock appreciation rights (SARs),
restricted stock, bonus stock, and performance shares to employees, consultants,
and non-employee directors of the Company. The exercise price of each option
shall not be less than the fair market value of the common stock at the date of
grant. The total number of the Company's shares that may be awarded under this
plan is 1,500,000 shares of common stock. At December 31, 2005, there were
options outstanding for 737,500 shares of common stock under this plan.

Options expire on the date determined, but not more than ten years from the date
of grant. The plan terminates ten years from the date of stockholder approval.
All of the options granted may be exercised after three years in installments
upon the Company attaining certain specified gross revenue and pre-tax margin
objectives, unless such objectives are modified in the sole discretion by the
Board of Directors. No modifications to these criteria have been made.

Notwithstanding that the objectives may not be met in whole or in part, these
options will vest in full on a date that is two years prior to the expiration
date of the option or, in the event of a


                                      F-13
<PAGE>

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

change in control (as defined), will vest in full at time of such change in
control.

There have been no transactions with respect to the Company's stock appreciation
rights during the years ended December 31, 2005 and 2004, nor are there any
stock appreciation rights outstanding at December 31, 2005 and 2004.

Transactions with respect to the Company's stock option plans for the years
ended December 31, 2005 and 2004 are as follows:

                                                                       Weighted
                                                                       Average
                                                           Number      Exercise
                                                          of Shares     Price
                                                          ---------     ------
Outstanding at January 1, 2004                             469,000     $ 0.7721
     Granted                                               181,500       1.0000
     Forfeited                                             (32,000)      2.3001
     Exercised                                             (72,000)      0.0001
                                                          --------

Outstanding at December 31, 2004                           546,500     $ 0.8600
     Granted                                               340,500       1.1079
     Forfeited                                            (149,500)      1.0000
                                                          --------

Outstanding at December 31, 2005                           737,500     $ 0.9461
                                                          ========

As of December 31, 2005, there were 690,500 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, 2005:

<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  - $ 0.9900          150,000          2.65          $0.0001             --
  $ 1.0000  - $ 1.2000          461,500          8.14          $1.0000         15,000        $1.0000
  $ 1.2100  - $ 1.6500          102,000          9.55          $1.3750          3,000        $1.5000
  $ 1.6600  - $ 4.0000           24,000          0.50          $4.0000         24,000        $4.0000
                                -------                                        ------

                                737,500          5.65          $0.9461         42,000        $2.7500
                                =======                                        ======
</TABLE>

The weighted average fair value at date of grant for options granted during 2005
and 2004 was $0.52 and $0.36 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:


                                      F-14
<PAGE>

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

<TABLE>
<CAPTION>
                                                        Years ended December 31,
                                                        ------------------------
                 Assumption                              2005               2004
                 ----------                              ----               ----
<S>                                                      <C>                <C>
Risk-free interest rate                                  4.28%              4.42%
Dividend yield                                           0.00%              0.00%
Volatility factor                                        2.64               0.88
Weighted-average expected life of the option (years)       9                  9
</TABLE>

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

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                           2005          2004
                                                           ----          ----

Computer equipment and software                         $ 232,528     $ 178,982
Furniture and fixtures                                     54,549        50,189
Leasehold improvements                                     35,855        35,855
Capitalized lease                                          90,043       119,073
                                                        ---------     ---------
                                                          412,975       384,099
Less accumulated depreciation and amortization           (259,286)     (222,014)
                                                        ---------     ---------

                                                        $ 153,689     $ 162,085
                                                        =========     =========

NOTE 6 - PROMISSORY NOTE

In December 2002, the Company entered into a Note Modification Agreement with
Market Guide Inc. ("MGI"), which modified the Consolidated Secured Promissory
Note that had been executed in July 2001. The new note bears interest at the
rate of 9.5% per annum from January 1, 2003 and is payable in 84 equal monthly
installments of principal and interest of $13,282 each, commencing January 31,
2003. The Company was required to discount the new note by approximately $20,000
to yield an effective interest rate of 10.30% based on the carrying value of the
old debt instrument.

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

If the Company is unable to generate sufficient cash flow or otherwise


                                      F-15
<PAGE>

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

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

The principal maturities on this note subsequent to December 31, 2005 are as
follows:

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

2006                                                                 $110,893
2007                                                                  122,870
2008                                                                  136,141
2009                                                                  150,799
                                                                     --------
                                                                      520,703
Less current portion                                                  110,893
                                                                     --------

                                                                     $409,810
                                                                     ========

NOTE 7 - ACCRUED COMPENSATION

Beginning January 20, 1999 and continuing through June 30, 2003, the Company's
President and Chief Executive Officer agreed to defer a portion of his annual
salary. Effective July 1, 2003, the President and Chief Executive Officer
elected to discontinue any future deferral. The cumulative amount deferred of
$238,750 is non-interest bearing and was initially payable at the earlier of (a)
the attainment by the Company of sustainable cash flow breakeven and (b) the
repayment in full of the revised promissory note (see Note 6). In July 2004, the
Company's Board of Directors agreed to issue 200,000 shares of the Company's
common stock with a fair value of $90,000 as partial payment of this liability
as well as paying, in cash, the balance to the Chief Executive Officer,
representing the tax "gross-up" on this stock issuance, thereby reducing the
cumulative deferred amount by approximately $150,000 to $88,890. The full amount
of his compensation, including the deferred amount, is reflected in the
Company's financial statements.

NOTE 8 - LEASE COMMITMENTS

The Company's operations are conducted from a leased facility, which is under an
operating lease that expires in 2009. The Company also leases certain equipment
under an operating lease that expires in 2008. Rental expenses under operating
leases were $159,610 and $171,442 for the years ended December 31, 2005 and
2004, respectively.

In connection with the Company's relocation in 2004 it entered into two capital
leases for telephone equipment and computer equipment. Both of these leases are
for 36 months, have an implicit interest rate of approximately 10.8% and provide
for the Company to acquire the


                                      F-16
<PAGE>

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

equipment for $1 at the end of the lease.

Future minimum lease payments for the capital lease and noncancelable operating
leases at December 31, 2005 are as follows:

                                                       Capital Lease   Operating
                                                        Obligations     Leases
                                                        -----------     ------

2006                                                    $     30,043   $123,755
2007                                                          19,167    113,889
2008                                                              --    104,110
2009                                                              --     60,522
                                                        ------------   --------

Total minimum lease payments                                  49,210   $402,276
                                                                       ========
Less amounts representing interest                             4,306
                                                        ------------

                                                              44,904
Less current portion of capitalized lease obligations         26,467
                                                        ------------

Long-term capitalized lease obligations                 $     18,437
                                                        ============

NOTE 9 - NET INCOME (LOSS) PER SHARE

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

                                                      2005          2004
                                                      ----          ----

Net income (loss)                                 $ 1,046,069   $  (139,030)
                                                  ===========   ===========

Basic average common shares outstanding             7,679,462     7,513,509
                                                  ===========   ===========

Net income (loss) per share - basic and diluted   $      0.14   $     (0.02)
                                                  ===========   ===========

The computation of diluted net income (loss) per share excludes the effects of
the assumed exercise of all options since their inclusion would be
anti-dilutive. For fiscal 2005, 737,500 options were excluded as their exercise
prices were above market value. For fiscal 2004, 546,500 options were excluded
because the Company had an operating loss.

NOTE 10 - LEGAL PROCEEDINGS

On April 27, 2005, the Company executed an agreement (the "Stipulation of
Settlement") which settled all of the lawsuits between it and a competitor, as
previously reported, and the competitor simultaneously paid the Company $1.1
million. In addition, the competitor agreed in the Stipulation of Settlement to
assume certain potential liabilities against the Company and to defend the
Company in connection with the Decision Strategies litigation discussed below
and to indemnify the Company with respect to all liabilities in excess of
$25,000.


                                      F-17
<PAGE>

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

In July 2004, the Company commenced an action in Nassau County against Decision
Strategies LLC ("Decision Strategies"), the court-appointed forensic computer
expert in the enforcement proceeding that was settled, for breach of its
services contract and seeking a declaration of the rights of the parties under
the terms of the contract. Also in July 2004, Decision Strategies commenced an
action in New York against the Company and the competitor for fees in excess of
the limitations provided in the services contract. The parties reached a
settlement in December 2005 whereby the Company paid to Decision Strategies the
$25,000 maximum amount agreed to in the Stipulation of Settlement.


                                      F-18