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, 2004

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

                                 Yes |X| No |_|

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

State issuer's revenues for the most recent fiscal year. $3,346,572

The  aggregate   market  value  of  the   Registrant's   common  stock  held  by
non-affiliates as of March 7, 2005 was $1,010,749. 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 7, 2005.

Documents incorporated by reference: None

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

<PAGE>

                                     PART I

ITEM 1. BUSINESS

      In addition to historical  information,  the  following  discussion of the
Company's business contains  forward-looking  statements.  These forward-looking
statements involve risks, uncertainties and assumptions.  The actual results may
differ materially from those anticipated in these forward-looking  statements as
a result of many factors,  including but not limited to, those  discussed in the
sections in this Annual Report on Form 10-KSB  entitled  "The  CreditRiskMonitor
Business",   "The  Company's  Goals",   "Marketing  and  Sales",   "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 2005.

The CreditRiskMonitor Business

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


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<PAGE>

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

      (1)   An annual fixed price service with coverage of approximately  17,600
            U.S. and Canadian public companies with full financial  analysis and
            up-to-date   financial   news   coverage   for  purposes  of  credit
            evaluation.  This service is  supplemented  with the  publishing  of
            trade receivable data and public filing  information  (i.e.,  suits,
            liens,  judgments  and  bankruptcy  information)  on over 5  million
            public and private U.S. companies.

      (2)   An annual fixed price service with coverage of approximately  20,600
            foreign public  companies with full financial  analysis for purposes
            of credit analysis.  This service,  for the most part,  includes the
            extensive  financial  analysis  provided  in  the  domestic  service
            described in item (1) above.

      (3)   Individual  credit  reports on the  approximately  38,200  companies
            covered in items (1) and (2) above.

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

      CRM's services  provide  corporate  credit  professionals  with a one-stop
information  service to continuously  monitor the  creditworthiness of all their
U.S. and foreign public company  customers and many domestic and foreign private
company customers,  in the shortest possible time and with minimum effort.  This
timesaving is critical where immediate decisions must be made.

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

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

      o     Low price. The annual  subscription  price of each of CRM's services
            is low  compared to the cost of most  competitive  products  and low
            compared to the subscriber's  possible loss of


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<PAGE>

            not getting paid (see the Price Comparison chart on our website).

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

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

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

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

The Company's Goals

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


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<PAGE>

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

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

Marketing and Sales

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

Value Proposition

      CRM's  fundamental  value  proposition  is that CRM creates and sells high
quality  commercial  credit  reports  at a  cost  significantly  below  that  of
equivalent  reports from the leading provider (price  comparison as of March 10,
2005).  Because  D&B(TM) has the largest share of the commercial  credit market,
their flagship product, the Business Information Report ("BIR"), is the standard
by which that market measures both quality and price.  CRM's  customers  clearly
agree that the quality and freshness of its commercial  credit reports on active
public companies is as high, if not higher, than that of the D&B(TM) BIRs on the
same companies.  Moreover, the price of CRM's commercial credit reports is often
80% below D&B(TM)'s price for BIRs on the same companies.

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


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<PAGE>

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

      o     Customers who purchase  dozens of credit  reports (or more) per year
            typically  have  contracts  with  D&B(TM),  at least  in the  United
            States.  Traditionally,  D&B(TM) sells such customers  prepaid units
            and/or reports ("units") on an annual basis, which they can then use
            to buy D&B(TM) 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(TM) may allow it to only carry a percentage of them forward,  as
            long as the  customer  renews for another year for at least the same
            number of units as the previous  year. All other unused units may be
            forfeited.  For these  customers,  CRM's unlimited "all you can eat"
            fixed price  annual  subscription  (which also  includes  continuous
            monitoring  and email alerting of S&P rating  changes,  SEC filings,
            and press  releases)  represents  an  opportunity  to save  money by
            significantly  reducing the customer's  D&B(TM) usage.  CRM does not
            recommend to  subscription  customers  that they drop their  D&B(TM)
            contracts altogether,  since D&B(TM) has broader coverage of private
            companies.  However,  CRM has found that most  medium to large sized
            companies  generate a substantial  portion of their revenues selling
            to  public  companies,   and  CRM  believes  that  its  reports  and
            monitoring  of public  companies  are superior to what is offered by
            D&B(TM).  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(TM) units for those  situations  where CRM has no information on
            the business in question.  CRM believes  that  customers  who follow
            this  practice  typically  find that the  reduction in their D&B(TM)
            usage alone pays for the modest CRM


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<PAGE>

            subscription fee many times over.

      o     It is expected that compliance with the  Sarbanes-Oxley  Act of 2002
            will require companies to adopt a systematic  process to continually
            review the financial  results of those  companies that represent the
            higher  revenue  generators  for each company.  These,  for the most
            part, will be their public company customers.

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

Net Operating Loss Carryforwards

      As of December 31, 1998,  the Company had  approximately  $13.9 million of
net operating loss ("NOL") carryovers. At December 31, 2004, the Company had NOL
carryforwards  aggregating  approximately  $6.4  million,  including the balance
remaining of the 1998 carryovers, expiring in varying amounts over the following
twenty (20) years,  which, to the extent  available  under the Internal  Revenue
Code of 1986,  as amended (the  "Code"),  may be used to minimize the  Company's
liability for taxes on future taxable income of the Company, if any.

      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 7, 2005, the Company had 32 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  relocated  its
principal  office in August 2004 to  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 $7,682
during the first 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.

      As previously reported, in November, 2001, the Company commenced an action
against Samuel Fensterstock and a competitor  (collectively the "Defendants") in
the Supreme Court of the State of New York, Nassau County; on August 6, 2004, in
the Contempt  Proceedings,  the Court issued a Decision  finding that Defendants
violated the  Settlement  Agreement and were in contempt of the July 2001 Order,
and awarded compensatory and punitive damages against the Defendants aggregating
$821,044,  plus attorney fees and legal costs in an amount to be determined;  on
August 24, 2004, the Court entered a Judgment  providing for the  enforcement of
its award and assigned a Referee to conduct a hearing  concerning  the amount of
attorneys' fees and costs to be awarded; on August 30, 2004,  Defendants filed a
Notice of Appeal  and  posted a $900,000  bond to secure  the  compensatory  and
punitive  damages  awarded  in the  Judgment;  and on  September  10,  2004  the
competitor  and Samuel  Fensterstock  served  separate  Motions to  Reargue.  In
January  2005,  the Court  rejected  the  arguments  contained in the Motions to
Reargue and adhered to its August 6, 2004 Decision. The issue of attorneys' fees
and costs is currently before the Referee.

      In  the  Company's  action  against  Decision  Strategies  LLC  ("Decision
Strategies") in Nassau County,  previously reported,  the Court granted Decision
Strategies' motion to dismiss because Decision Strategies commenced an action in
New York County. The dispute will now be heard in New York County.

      In the Competitor Action,  previously reported, the parties are engaged in
discovery.

      In each of the actions filed by the Company,  against the


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competitor  and Mark  McNamara  and  against  the  competitor  and Ryan  Kohler,
previously reported, the parties are engaged in discovery.

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, 2004, either through the
solicitation of proxies or otherwise.


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<PAGE>

                                     PART II

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

      The Company's Common Stock trades in the over-the-counter market "Bulletin
Board Service"  under the symbol CRMZ.  The following  table sets forth the high
and low closing bid quotations reported on the over-the-counter  market Bulletin
Board  Service  for each  calendar  quarter of 2003 and 2004.  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
                                           --------          -------

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

2004
         First Quarter                      $ 0.800           $ 0.400
         Second Quarter                     $ 0.510           $ 0.440
         Third Quarter                      $ 0.510           $ 0.420
         Fourth Quarter                     $ 0.420           $ 0.400

      On March 7, 2005, there were  approximately 328 registered  holders of the
Company's  Common Stock.  This number does not reflect the number of individuals
or  institutional  investors  holding  stock  in  nominee  name  through  banks,
brokerage firms, and others.

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

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

      The Company did not  repurchase  any of its common stock during the fourth
quarter of 2004.

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

Financial Condition, Liquidity and Capital Resources

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


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<PAGE>

      At  December  31,  2004,  the  Company  had cash and cash  equivalents  of
$877,000  compared to $1.14 million at December 31, 2003. The Company's  working
capital deficit at December 31, 2004 was approximately $1.05 million compared to
a working  capital deficit of  approximately  $709,000 at December 31, 2003, due
primarily to a decrease of $261,000 in cash and cash  equivalents and a $107,000
increase  in accrued  expenses.  Additionally,  the working  capital  deficit at
December 31, 2004 is mainly derived from the $2.22 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 taken  into  income  over  the  subscription  term,  which
approximates  twelve  months.  The  Company has no bank lines of credit or other
currently available credit sources.

      For the year ended  December  31,  2004,  the Company  reported a $261,000
decrease in cash and cash  equivalents  compared to a $150,000  increase for the
prior fiscal year. The prior year's increase is inclusive of the $834,000 raised
in the private placement. Excluding the funds raised from the private placement,
the Company  experienced a $684,000 decrease in cash and cash equivalents during
2003.  Excluding costs of $269,000 and $591,000 in 2004 and 2003,  respectively,
incurred in connection with the Contempt  Proceeding,  the Competitor Action and
the  other  litigation   described  in  Part  I,  Item  3   (collectively,   the
"Litigation")  the Company had  positive  cash flow of $8,000 for the year ended
December 31, 2004 versus a cash flow deficit of $93,000 (also excluding  payment
of  Litigation  expenses  and  before  the  funds  raised  in the  2003  private
placement) for fiscal 2003.

      The  Company  believes  that its legal fees are likely to  continue  to be
significant  as a result of (i) a decision by Defendants to appeal the August 6,
2004 Decision,  (ii) the proceedings  before the Referee to determine legal fees
and court costs,  (iii) the  Competitor  Action  against the  Company,  (iv) the
ongoing  litigation   involving  Decision   Strategies,   and  (v)  the  ongoing
litigations against the competitor and the Company's former employees.

      The Company further  believes that the  substantial  award provided in the
August 6, 2004  Decision,  if realized,  should  benefit its cash  position.  In
addition,  the Defendants should no longer be able to engage in anti-competitive
activities which violate the Settlement Agreement,  in which event the Company's
ability to retain and/or obtain customers should be improved.  Additionally, the
Defendants  have  posted a bond that will  secure the  damages  provided  in the
August 6, 2004 Decision. There can be no assurance that any of the above results
will be  achieved,  or that any amounts  awarded in excess of the bond posted by
Defendants will be collectible in whole or in part.

      The parties  currently  are engaged in  discovery in  connection  with the
Competitor  Action.  The Company believes that (a) the  competitor's  claims are
without merit, and (b) in any event, the Company's  counterclaims  should reduce
or eliminate the effect of any recovery the competitor may obtain.  There can be
no assurance that any of the above results will be achieved.


                                       10
<PAGE>

      While the Company,  as noted above,  believes  that the negative cash flow
impact of its legal costs may continue,  the Company  believes that it will have
sufficient  resources to meet its working capital and capital expenditure needs,
including debt service, for at least the next 12 months and, if it is correct in
its  assessment of the effect of the  Litigation on the  improvement of its cash
flow and gross revenues, for the longer term as well.

      As  described  more  fully in Notes 6 and 8 of the  Notes to  Consolidated
Financial  Statements,  at  December  31,  2004 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>
Promissory Note                   $  620,787      $100,084     $233,763     $286,940           --
Capital lease obligations             71,422        26,518       44,904           --           --
Operating leases                     541,991       128,457      248,900      164,634           --
                                  ----------      --------     --------     --------     --------

Total                             $1,234,200      $255,059     $527,567     $451,574           --
                                  ==========      ========     ========     ========     ========
</TABLE>

Off-Balance Sheet Arrangements

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

Results of Operations

      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                  2,308,046*          68.97%     2,490,382*          81.85%
   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            0.21%
Interest expense                       (74,271)          -2.22%       (81,023)          -2.66%
                                   -----------     -----------    -----------     -----------

Loss before income taxes              (138,649)*         -4.14%      (804,965)*        -26.46%
Income taxes                               381            0.01%           982            0.03%
                                   -----------     -----------    -----------     -----------

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

*     Litigation   expenses  were  $237,000  and  $669,000  in  2004  and  2003,
      respectively.


                                       11
<PAGE>

      Operating  revenues  increased  10% for the year ended  December 31, 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 decreased 7% for fiscal 2004.
This  decrease  was  primarily  due to a  decrease  in legal  fees  incurred  in
connection with the Litigation,  partially offset by an increase in rent expense
due to 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.

      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.  The decrease in the net loss is
due  principally  to  the  decrease  in  Litigation  expenses  described  above.
Excluding the  Litigation  expenses of $237,000 and $669,000 for the years ended
December 31, 2004 and 2003,  respectively,  the Company  would have reported net
income (loss) of $98,000 and ($137,000) for fiscal 2004 and 2003, respectively.


                                       12
<PAGE>

      2003 vs. 2002

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                                    -----------------------
                                              2003                           2002
                                              ----                           ----
                                                   % of Total                     % of Total
                                      Amount         Revenue         Amount         Revenue
                                      ------         -------         ------         -------
<S>                                <C>                  <C>       <C>                  <C>
Operating revenues                 $ 3,042,635          100.00%   $ 3,069,546          100.00%
                                   -----------     -----------    -----------     -----------

Operating expenses:
   Data and product costs            1,194,310           39.25%     1,453,650           47.36%
   Selling, general and
     administrative                  2,490,382*          81.85%     1,688,609*          55.01%
   Depreciation and amortization        88,254            2.90%       104,308            3.40%
                                   -----------     -----------    -----------     -----------
     Total operating expenses        3,772,946          124.00%     3,246,567          105.77%
                                   -----------     -----------    -----------     -----------

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

Loss before income taxes              (804,965)*       -26.46%       (251,696)*        -8.20%
Income taxes                               982            0.03%         1,220            0.04%
                                   -----------     -----------    -----------     -----------

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

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

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

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

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

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

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

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

      The Company  incurred  net losses of $805,947  and  $252,916 for the years
ended December 31, 2003 and 2002, respectively.  The increase in the net loss is
due principally to the increase in Litigation


                                       13
<PAGE>

expenses described above.

      Future Operations

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

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

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

Critical Accounting Policies, Estimates and Judgments

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


                                       14
<PAGE>

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 the
      deferred tax assets will not be realized.

Federal Tax Considerations

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

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


                                       15
<PAGE>

Recently Issued Accounting Standards

      In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  151,  "Inventory
Costs--an  amendment of ARB No. 43,  Chapter 4," which  clarifies the accounting
for abnormal  amounts of idle  facility  expense,  freight,  handling  costs and
wasted  material  (spoilage)  by  requiring  these  items  to be  recognized  as
current-period charges.  Further, SFAS No. 151 requires that allocation of fixed
production  overhead  to  conversion  costs be based on normal  capacity  of the
production  facilities.  SFAS No. 151 is effective for inventory  costs incurred
during  fiscal years  beginning  after June 15, 2005,  with earlier  application
permitted.  The  adoption  of SFAS No. 151 will have no impact on our results of
operations or our financial position.

      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  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  will  have 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
stock options and all other awards of equity instruments. This compensation cost
will be  measured  as the fair  value of the award on the grant  date  estimated
using an option-pricing  model. The Company is evaluating the various transition
provisions  under SFAS No. 123R. For public entities that file as small business
issuers, this Statement is effective as of the beginning of the first interim or
annual reporting period that begins after December 15, 2005.

      In December  2003, the FASB issued FASB  Interpretation  ("FIN") No. 46-R,
"Consolidation  of Variable  Interest  Entities".  FIN No. 46-R,  which modifies
certain  provisions and effective dates of FIN No. 46, sets forth criteria to be
used in determining  whether an investment in a variable  interest entity should
be consolidated. The Company holds no interest in variable interest entities.

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.


                                       16
<PAGE>

      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 losses, and the Company may
continue  to incur  additional  losses and  negative  cash flow at least for the
balance  of  2005.  See  "MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS."

      Unpredictability of Future Revenues and Profits; Potential Fluctuations in
Quarterly  Operating  Results.  As a result of the Company's  limited  operating
history  and the  emerging  nature  of the  markets  in which it  competes,  the
Company's  ability to  accurately  forecast  its  revenues,  gross  profits  and
operating  expenses  as a  percentage  of net sales is  limited.  The  Company's
current and future expense levels are based largely on its investment  plans and
estimates  of  future  revenues  and to a large  extent  are  fixed.  Sales  and
operating  results  generally  depend on the  Company's  ability to attract  and
retain  customers  and the volume of and timing of their  subscriptions  for the
Company's services,  which are difficult to


                                       17
<PAGE>

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

      Due to  the  foregoing  factors  and  the  Company's  limited  forecasting
abilities,  the  Company  believes  that  period-to-period  comparisons  of  its
revenues and operating results are not necessarily


                                       18
<PAGE>

meaningful and should not be relied on as an indication of future performance.

      Risks of Litigation. As reported under "Legal Proceedings", the Company is
a party to  various  legal  proceedings,  including  particularly  the  Contempt
Proceeding and the Competitor  Action.  Litigation is often a lengthy and costly
process  causing  diversion  of effort  and  resources  by the  Company  and its
management with no guarantee of success. While enforcement of the August 6, 2004
Decision in the Contempt  Proceeding  should benefit the Company's cash position
and its business  operations,  the Decision is currently on appeal and there can
be no  assurance  of a favorable  outcome,  or that any  material  cash award in
excess of the bond will be  collectible.  While the  Company  believes  that the
competitor's  claims in the Competitor Action are without merit and that, in any
event, the Company's  counterclaims should reduce or eliminate the effect of any
recovery the  competitor  may obtain,  there also can be no assurance that these
results  will be  achieved.  Failure by the  Company to  sustain  and  collect a
substantial  award of  damages in the  Contempt  Proceeding,  or an  unfavorable
result in the Competitor  Action,  or both, could have a material adverse effect
on the Company's business, cash and financial position, prospects and results of
operations.  In any event, the Company's legal fees are likely to continue to be
significant in light of the litigation to which it is a party. See "MANAGEMENT'S
DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS -
Financial Condition, Liquidity and Capital Resources."

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


                                       19
<PAGE>

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

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

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

      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


                                       20
<PAGE>

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

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

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


                                       21
<PAGE>

an outside sales force, or through strategic partners.

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

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

      Rapid  Technological  Change.  To remain  competitive,  the  Company  must
continue to enhance and improve the  responsiveness,  functionality and features
of its data analysis services. The Internet and the online commerce industry are
characterized  by rapid  technological  change,  changes  in user  and  customer
requirements  and preferences,  frequent new products and service  introductions
embodying  new  technologies  and the  emergence of new industry  standards  and
practices  that could render the  Company's  existing  Web site and  proprietary
technology and systems obsolete.  The Company's success will depend, in part, on
its ability to license leading


                                       22
<PAGE>

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

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

      Reliance  on Certain  Suppliers.  The  Company  purchases  its data and/or
credit reports from a limited number of vendors under agreements having terms of
17 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


                                       23
<PAGE>

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

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

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

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

      Security Risks. Despite the implementation of network security measures by
the Company,  such as limiting  physical and network access


                                       24
<PAGE>

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

      Disallowance of NOL  Carryovers.  As of December 31, 1998, the Company had
approximately  $13.9 million of net  operating  loss ("NOL")  carryovers.  As of
December 31, 2004, the Company had approximately $6.4 million of NOL carryovers,
including  the balance  remaining  of the 1998  carryovers,  expiring in varying
amounts over the following twenty (20) years, which it believes may be available
to shelter future taxable income, if any. While the Company's view is predicated
upon the advice of counsel,  the  Company  does not intend to seek a ruling from
the Internal  Revenue  Service  ("IRS") as to the  availability  of its NOLs and
neither  the  Company's  views  nor  counsel's  advice  is  binding  on the IRS.
Moreover,  counsel's  advice is in turn  predicated  on the  accuracy of certain
factual  assumptions,  including  assumptions  as to the value of its respective
preferred and common equity interests as of certain relevant dates, which are in
turn based upon the opinion of the independent  directors of the Company.  Since
these factual  determinations are important to the tax conclusions,  a ruling on
this issue would not be available  from the IRS, since it does not issue rulings
on factual  issues.  There can be no assurance  that such  assumptions  would be
sustained if challenged by the IRS. If a successful  challenge were  maintained,
then the sale of shares of common stock in 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


                                       25
<PAGE>

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

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

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


                                       26
<PAGE>

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

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

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

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

ITEM 7. FINANCIAL STATEMENTS.

      The information required by Item 7, and an index thereto, appears at pages
F-1 to F-20 (inclusive) of this Report on Form 10-KSB.

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


                                       27
<PAGE>

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

      There have not been any changes in the  Company's  internal  control  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the Securities  Exchange Act of 1934, as amended) during 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.


                                       28
<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.

================================================================================
                                                                   Officer or
                                   Principal Occupation/Position    Director
            Name         Age             Held with Company            Since
--------------------------------------------------------------------------------
Jerome S. Flum            64      Chairman of the                     1983
                                  Board/President/
                                  Chief Executive Officer
--------------------------------------------------------------------------------
Lawrence Fensterstock     54      Senior Vice President/Chief         1999
                                  Financial Officer/
                                  Secretary
--------------------------------------------------------------------------------
Richard J. James          65      Director                            1992
--------------------------------------------------------------------------------
Leslie Charm              61      Director                            1994
================================================================================

      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.

      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


                                       29
<PAGE>

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.

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

      Leslie  Charm has been,  since  1972,  a partner in the firm of Youngman &
Charm,  a  firm  specializing  in  assisting  companies  that  are  experiencing
operating  and/or  financial  problems  and also  advises  entrepreneurs  in the
growing of companies.  From 1989 to the present,  he has been a director of Moto
Photo, Inc., a publicly-held  international  franchisor of imaging centers which
filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code
in  November  2002.  Mr.  Charm  was  appointed  a  director  of   International
Electronics,  Inc., a publicly-held  company,  in February 2005. Mr. Charm is an
adjunct professor in entrepreneurial finance at Babson College and is a graduate
of the Harvard Business School.

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

      The Audit Committee

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

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

      o     Approve in advance all audit engagement fees and terms of engagement
            as well as all audit and  non-audit  services  to be


                                       30
<PAGE>

            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 - Richard
James and Leslie Charm,  both of whom are audit committee  financial experts and
are independent, as such terms are defined by the SEC.

Compliance with Section 16(a) of the of 1934

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

      To the  Company's  knowledge,  based solely on its review of the copies of
such  reports   received  by  it  with  respect  to  fiscal  2004,   or  written
representations  from certain reporting  persons,  the Company believes that all
filing  requirements  applicable to its directors,  officers and persons who own
more than 10% of a registered class of the Company's equity securities have been
timely complied with.

Code of Ethics

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

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.


                                       31
<PAGE>

<TABLE>
<CAPTION>
==================================================================================================================
                                            SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------
                                           Annual Compensation(4)               Long-Term
                                                                              Compensation(5)
------------------------------------------------------------------------------------------------------------------
                                                                Other
                                                               Annual
                                                               Compen-      Number of Securities       All Other
  Name and Principal Position     Year      Salary(2)         sation(3)      Underlying Options       Compensation
------------------------------------------------------------------------------------------------------------------
<S>                              <C>       <C>                <C>                    <C>                 <C>
Jerome S. Flum, Chairman,        2004      $130,400(3)        $     --                --                 None
President and Chief Executive    2003      $115,200(1)(3)     $     --               5,000               None
Officer                          2002      $120,905(1)(3)     $     --                --                 None
------------------------------------------------------------------------------------------------------------------

Lawrence Fensterstock, Senior    2004      $138,417           $     --                --                 None
Vice President                   2003      $140,000           $     --               5,000               None
                                 2002      $150,000           $     --                --                 None
==================================================================================================================
</TABLE>

(1) Beginning  January 20, 1999 and  continuing  through June 30, 2003, Mr. Flum
was being compensated by the Company at the rate of $150,000 per annum, of which
$12,500 and $25,000 was  deferred in 2003 and 2002,  respectively.  In addition,
during 2003 and 2002, Mr. Flum elected to receive a portion of his salary in the
form of other non-cash compensation. Effective July 1, 2003, Mr. Flum elected to
discontinue 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 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  award,  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.

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

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

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

(5) There were no Restrictive  Stock Awards or Long-Term  Incentive Plan payouts
during the past three fiscal years.


                                       32
<PAGE>

Directors' Fees

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

Compensation Pursuant to Stock Option Plans

      No stock options were granted to the Company's  executive  officers during
the last fiscal year.

<TABLE>
<CAPTION>
======================================================================================================================
                  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------

                        Shares                    Number of Securities Underlying         Value of Unexercised
                     Acquired on       Value       Unexercised Options at Fiscal     In-the-Money Options at Fiscal
       Name          Exercise (#)  Realized ($)             Year-End (#)                     Year-End ($)(1)
----------------------------------------------------------------------------------------------------------------------
                                                    Exercisable    Un-exercisable     Exercisable     Un-exercisable
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>           <C>              <C>                <C>            <C>
Jerome S. Flum           -0-            -0-           15,000            5,000             -0-              $-0-
----------------------------------------------------------------------------------------------------------------------
Lawrence                 -0-            -0-             -0-            170,000            -0-            $67,485
Fensterstock
======================================================================================================================
</TABLE>

(1)   Represents  the amount by which the  closing  price on  December  31, 2004
      ($0.45) exceeded the exercise prices of unexercised options.

      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.


                                       33
<PAGE>

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

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

      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 7, 2005  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:


                                       34
<PAGE>

<TABLE>
<CAPTION>
===========================================================================================
                                                                 Percentage of
                                      Number of Shares            Outstanding
                 Name                of Common Stock(1)           Common Stock
-------------------------------------------------------------------------------------------
<S>                                   <C>                            <C>
Flum Partners(2)                         4,897,128                   63.64%
-------------------------------------------------------------------------------------------
Jerome S. Flum                        5,375,353 (3)(4)               69.86%
-------------------------------------------------------------------------------------------
Richard J. James                            37,000                      --*
-------------------------------------------------------------------------------------------
Leslie Charm                                36,000                      --*
-------------------------------------------------------------------------------------------
All directors and officers            5,448,353 (3)(4)               70.81%
(as a group (4 persons))
===========================================================================================
</TABLE>

*     less than 1%

(1) Does not give  effect to (a) options to  purchase  525,500  shares of Common
Stock  granted  to 11  officers  and  employees  pursuant  to the 1998 Long Term
Incentive  Plan of the  Company,  (b) options to purchase an  aggregate of 6,500
shares granted to each of the non-employee  directors  pursuant to the 1998 Long
Term Incentive Plan of the Company,  and (c) options to purchase 3,000 shares of
Common Stock  granted to a consultant  pursuant to the 1998 Long Term  Incentive
Plan of the Company.  All of the foregoing  options are not  exercisable  within
sixty days.  Includes  2,000 shares of Common  Stock issued to Flum  Partners in
consideration  of loans to the  Company.  Includes  options to  purchase  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.

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

      The following  table  summarizes  information  about the Company's  common
stock that may be issued upon the exercise of options, warrants and rights under
all equity compensation plans of the Company as of December 31, 2004.


                                       35
<PAGE>

<TABLE>
<CAPTION>
==============================================================================================================
                                                                                              Number of
                                                                                              securities
                                                                                              remaining
                                                                                            available for
                                             Number of                                          future
                                             securities                 Weighted            issuance under
                                           to be issued                  average                equity
                                               upon                   exercise price         compensation
                                            exercise of                     of                   plans
                                            outstanding                outstanding             (excluding
                                             options,                    options,              securities
                                           warrants and                  warrants             reflected in
            Plan category                     rights                     and rights          first column)
--------------------------------------------------------------------------------------------------------------
<S>                                             <C>                  <C>                  <C>
 Equity compensation plans                      546,500              $0.8600             881,500
 approved by stockholders
--------------------------------------------------------------------------------------------------------------
 Equity compensation plans                           --                   --                   --
 not approved by stockholders
--------------------------------------------------------------------------------------------------------------
 Total                                          556,500              $0.8895              881,500
==============================================================================================================
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      There were no such  reportable  relationships  or related  transactions in
2004.

ITEM 13. EXHIBITS.

(a)   Exhibits

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

      3(i)  -  Copy  of  the   Company's   Amended  and  Restated   Articles  of
               Incorporation dated as of May 7, 1999.      (4)


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

      10-C  -  Copy of Company's 1998 Long-Term Incentive Plan. (3)

      14    -  CreditRiskMonitor.com,   Inc.   Code  of  Ethics  for   Principal
               Executive Officer and Senior Financial Officers. (5)

      31.1* -  Certification of Chief Executive Officer.

      31.2* -  Certification of Chief Financial Officer.

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

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

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

(2)   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.

(3)   Filed as an Exhibit to Registrant's Annual Report on Form 10-KSB


                                       36
<PAGE>

      for the fiscal  year  ending  December  31,  1998 (File No.  0-10825)  and
      incorporated herein by reference thereto.

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

(5)   Filed as an Exhibit to  Registrant's  Annual Report on Form 10-KSB for the
      fiscal year ending December 31, 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.

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 audit of the Company's annual financial statements for
the 2004 fiscal year and the review of the financial  statements included in the
Company's  Form 10-QSB for 2004's third quarter were $31,500.  The engagement of
J.H. Cohn LLP for the 2004 fiscal year and the scope of audit-related  services,
including the audit 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.

      BDO  Seidman,  LLP's  aggregate  fees  billed  for  professional  services
rendered for the audit of the Company's annual financial statements for the 2003
fiscal year and the review of the financial statements included in the Company's
Forms  10-QSB for the 2003  fiscal  year were  $31,500.  The  engagement  of BDO
Seidman,  LLP for the 2003 fiscal year and the scope of audit-related  services,
including the audit and reviews  described  above,  were all pre-approved by the
audit committee.

      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

      J.H. Cohn LLP and/or BDO Seidman,  LLP did not provide any other assurance
or related services in the 2004 or 2003 fiscal years except


                                       37
<PAGE>

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 the 2004 fiscal year are $6,000 for tax preparation services.

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

All Other Fees

      J.H.  Cohn LLP and/or BDO  Seidman,  LLP did not provide  any  products or
services in the 2004 or 2003 fiscal years other than as described above.


                                       38
<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, 2005                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, 2005                By: /s/ Jerome S. Flum
                                            Jerome S. Flum
                                            Chairman of the Board and
                                            Chief Executive Officer


Date: March 31, 2005                By: /s/ Lawrence Fensterstock
                                            Lawrence Fensterstock
                                            Chief Financial Officer


Date: March 31, 2005                By: /s/ Richard J. James
                                            Richard J. James
                                            Director


Date: March 31, 2005                By: /s/ Leslie Charm
                                            Leslie Charm
                                            Director


                                       39
<PAGE>

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

                                                                            PAGE

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS                   F-2

CONSOLIDATED FINANCIAL STATEMENTS

       Consolidated Balance Sheets - December 31, 2004 and 2003             F-4

       Consolidated Statements of Operations - Years Ended
              December 31, 2004 and 2003                                    F-5

       Consolidated Statements of Stockholders' Equity -
              Years Ended December 31, 2004 and 2003                        F-6

       Consolidated Statements of Cash Flows - Years Ended
              December 31, 2004 and 2003                                    F-7

       Notes to Consolidated Financial Statements                           F-8


                                      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 sheet of
CreditRiskMonitor.com, Inc. and Subsidiary as of December 31, 2004, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express and opinion on
these financial statements based on our audit.

We conducted our audit 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 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 financial position of
CreditRiskMonitor.com, Inc. and Subsidiary as of December 31, 2004, and their
results of operations and cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States.


/s/ J.H. Cohn LLP

Jericho, New York
March 2, 2005


                                      F-2
<PAGE>

             Report of Independent Registered Public Accounting Firm

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

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

We conducted our audit 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 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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. at December 31, 2003 and the consolidated results of
its operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.


/s/ BDO SEIDMAN, LLP

New York, New York
February 20, 2004


                                      F-3
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                               2004            2003
                                                               ----            ----
<S>                                                        <C>             <C>
ASSETS
Current assets:
     Cash and cash equivalents                             $    877,025    $  1,138,447
     Accounts receivable, net of allowance of $43,677           637,221         504,591
     Other current assets                                       172,019         102,602
                                                           ------------    ------------

         Total current assets                                 1,686,265       1,745,640

Property and equipment, net                                     162,085          80,000
Goodwill, net                                                 1,954,460       1,954,460
Prepaid and other assets                                         20,042          18,880
                                                           ------------    ------------

         Total assets                                      $  3,822,852    $  3,798,980
                                                           ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Deferred revenue                                      $  2,221,233    $  2,032,478
     Accounts payable                                           170,949         208,065
     Accrued expenses                                           218,990         112,418
     Current portion of long-term debt                          100,084          90,328
     Current portion of capitalized lease obligations            26,518          10,873
                                                           ------------    ------------

         Total current liabilities                            2,737,774       2,454,162
                                                           ------------    ------------

Long-term debt, net of current portion:
     Promissory note                                            520,703         620,787
     Capitalized lease obligations                               44,904           2,757
                                                           ------------    ------------
                                                                565,607         623,544
Deferred rent payable                                             2,375           5,295
Accrued compensation                                             88,890         238,750
                                                           ------------    ------------

         Total liabilities                                    3,394,646       3,321,751
                                                           ------------    ------------

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 and
         7,407,462 shares, respectively                          76,794          74,074
     Additional paid-in capital                              28,122,383      28,035,096
     Accumulated deficit                                    (27,770,971)    (27,631,941)
                                                           ------------    ------------

         Total stockholders' equity                             428,206         477,229
                                                           ------------    ------------

         Total liabilities and stockholders' equity        $  3,822,852    $  3,798,980
                                                           ============    ============
</TABLE>

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


                                      F-4
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2004 and 2003

                                                        2004           2003
                                                        ----           ----

Operating revenues                                  $ 3,346,572    $ 3,042,635
                                                    -----------    -----------

Operating expenses:
     Data and product costs                           1,042,912      1,194,310
     Selling, general and administrative expenses     2,308,046      2,490,382
     Depreciation and amortization                       67,721         88,254
                                                    -----------    -----------

         Total operating expenses                     3,418,679      3,772,946
                                                    -----------    -----------

Loss from operations                                    (72,107)      (730,311)
Other income                                              7,729          6,369
Interest expense                                        (74,271)       (81,023)
                                                    -----------    -----------

Loss before income taxes                               (138,649)      (804,965)
Provision for state and local income taxes                  381            982
                                                    -----------    -----------

Net loss                                            $  (139,030)   $  (805,947)
                                                    ===========    ===========

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

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


                                      F-5
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                Common Stock            Additional                         Total
                            ---------------------        Paid-in      Accumulated      Stockholders'
                            Shares         Amount        Capital         Deficit          Equity
                            ------         ------        -------         -------          ------
<S>                         <C>         <C>            <C>             <C>             <C>
Balance January 1,
  2003                      5,419,129   $     54,191   $ 27,201,171    $(26,825,994)   $    429,368

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

Balance December 31,
  2003                      7,407,462         74,074     28,035,096     (27,631,941)        477,229

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
                         ============   ============   ============    ============    ============
</TABLE>

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


                                      F-6
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                           2004           2003
                                                                           ----           ----
<S>                                                                    <C>            <C>
Cash flows from operating activities:
     Net loss                                                          $  (139,030)   $  (805,947)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
              Depreciation                                                  67,721         88,254
              Accrued compensation                                              --         12,500
              Stock issued in lieu of compensation                              --         19,800
              Deferred rent                                                 (2,920)        (3,052)
     Changes in operating assets and liabilities:
         Accounts receivable, net                                         (132,630)      (140,818)
         Other current assets                                              (69,417)        28,759
         Prepaid and other assets                                           (1,162)         2,549
         Deferred revenue                                                  188,755         97,746
         Accounts payable                                                  (37,116)        95,595
         Accrued expenses                                                   46,712         18,993
                                                                       -----------    -----------

Net cash used in operating activities                                      (79,087)      (585,621)
                                                                       -----------    -----------

Cash flows from investing activities:
     Purchase of property and equipment                                    (73,150)        (6,563)
                                                                       -----------    -----------

Net cash used in investing activities                                      (73,150)        (6,563)
                                                                       -----------    -----------

Cash flows from financing activities:
     Proceeds from private placement                                            --        833,999
     Proceeds from exercise of stock options                                     7              9
     Payments on promissory notes                                          (90,328)       (81,523)
     Payments on capital lease obligations                                 (18,864)       (10,281)
                                                                       -----------    -----------

Net cash provided by (used in) financing activities                       (109,185)       742,204
                                                                       -----------    -----------

Net increase (decrease) in cash and cash equivalents                      (261,422)       150,020
Cash and cash equivalents at beginning of year                           1,138,447        988,427
                                                                       -----------    -----------

Cash and cash equivalents at end of year                               $   877,025    $ 1,138,447
                                                                       ===========    ===========

Supplemental disclosure of cash flow information:
     Cash paid during the year for:
         Interest                                                      $    58,451    $    74,858
                                                                       ===========    ===========

         Income taxes                                                  $       381    $       982
                                                                       ===========    ===========

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-7
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED 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. 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. 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

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets" effective January 1, 2002. SFAS No.
142 requires that purchased goodwill and


                                      F-8
<PAGE>

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

certain indefinite-lived intangibles no longer be amortized, but instead be
tested for impairment at least annually. There was no impairment of goodwill in
2004 and 2003. The Company has no other intangible assets.

Prior to the adoption of SFAS No. 142, the Company amortized goodwill on a
straight-line basis over 20 years.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable in accordance with SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". Recoverability of assets held and used is
measured by a comparison of the carrying amount of an asset to undiscounted
pre-tax future net cash flows expected to be generated by that asset. An
impairment loss is recognized for the amount by which the carrying amount of the
assets exceeds the fair value of the assets. As of December 31, 2004, 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 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.


                                      F-9
<PAGE>

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

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 loss per share
for each of the two years in the period ended December 31, 2004 reflect the net
loss for the year divided by the weighted average of common shares outstanding
during the period (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,
2004 and 2003.

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, 2004 and 2003, there were no items that
gave rise to other comprehensive income or loss and the net loss equaled
comprehensive loss.

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.


                                      F-10
<PAGE>

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

Stock-Based Compensation

At December 31, 2004 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 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 loss and net
loss per share had compensation cost for the Company's stock plan been
determined using a fair value based method consistent with SFAS No. 123 for the
years ended December 31:

                                                        2004         2003
                                                        ----         ----

Net loss
     As reported                                     $(139,030)   $(805,947)
     Plus: Stock-based employee compensation
         expense in reported net loss, net of
         related tax benefits or effects                    --       19,800
     Less: Total stock-based employee compensation
         expense determined under fair value based
         method for all awards, net of related
         tax benefits or effects (see Note 4)            4,187      (30,493)
                                                     ---------    ---------

     Pro forma                                       $(134,843)   $(816,640)
                                                     =========    =========

Net loss per share - basic and diluted
     As reported                                     $   (0.02)   $   (0.14)
     Pro forma                                       $   (0.02)   $   (0.15)

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

Recently Issued Accounting Standards

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs--an amendment
of ARB No. 43, Chapter 4," which clarifies the accounting for abnormal amounts
of idle facility expense, freight, handling costs and wasted material (spoilage)
by requiring these items to be recognized as current-period charges. Further,
SFAS No. 151 requires that allocation of fixed production overhead to conversion
costs be


                                      F-11
<PAGE>

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

based on normal capacity of the production facilities. SFAS No. 151 is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005,
with earlier application permitted. The adoption of SFAS No. 151 will have no
impact on our results of operations or our financial position.

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 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 will have 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
stock options and all other awards of equity instruments. This compensation cost
will be measured as the fair value of the award on the grant date estimated
using an option-pricing model. The Company is evaluating the various transition
provisions under SFAS No. 123R. For public entities that file as small business
issuers, this Statement is effective as of the beginning of the first interim or
annual reporting period that begins after December 15, 2005.

In December 2003, the FASB issued FASB Interpretation ("FIN") No. 46-R,
"Consolidation of Variable Interest Entities". FIN No. 46-R, which modifies
certain provisions and effective dates of FIN No. 46, sets forth criteria to be
used in determining whether an investment in a variable interest entity should
be consolidated. The Company holds no interest in variable interest entities.

Reclassifications

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

NOTE 3 - INCOME TAXES

The Company has generated net operating loss ("NOL") carryforwards for income
tax purposes, which are available for carryforward against future taxable
income. At December 31, 2004, the Company had Federal NOL carryforwards of
approximately $6,432,000, which expire through 2024.

The actual tax expense for 2004 and 2003 differs from the "expected" tax expense
for those years (computed by applying the applicable United


                                      F-12
<PAGE>

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

States federal corporate tax rate to income (loss) before income taxes) as
follows:

                                                          2004           2003
                                                          ----           ----

Computed "expected" benefit                            $ (55,460)     $(321,986)
Expiration of net operating loss carryforward            453,528        605,987
Decrease in valuation allowance                         (397,687)      (283,019)
                                                       ---------      ---------

Income tax expense                                     $     381      $     982
                                                       =========      =========

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets at December 31, 2004 and 2003 are as follows:

                                                        2004           2003
                                                        ----           ----

Deferred tax assets:
     Net operating loss carryforwards                $ 2,574,145    $ 2,843,514
     Other                                               120,752        180,114
                                                     -----------    -----------

         Total gross deferred tax assets               2,694,897      3,023,628
                                                     -----------    -----------
Deferred tax liabilities:
     Goodwill amortization                              (229,332)      (167,991)
     Fixed assets                                         (7,615)            --
                                                     -----------    -----------

         Total gross deferred tax liabilities           (236,947)      (167,991)
                                                     -----------    -----------

Valuation allowance                                   (2,457,950)    (2,855,637)
                                                     -----------    -----------

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

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 December 31,
2004 and 2003 was a decrease of $397,687 and $283,019, respectively.

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

Common Stock

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

At December 31, 2004, 546,500 shares of the Company's authorized common stock
were reserved for issuance upon exercise of outstanding options under its stock
option plan. An additional 10,000 shares of the Company's common stock were
reserved for issuance under warrants


                                      F-13
<PAGE>

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

granted in connection  with the Company's  January 1999 private  placement.  The
warrants are exercisable at $2.50 per share beginning in January 2002 and expire
in 2005.

Preferred Stock

The Company's Articles of Incorporation provide that the Board of Directors has
the authority, without further action by the holders of the outstanding common
stock, to issue up to five million shares of preferred stock from time to time
in one or more series. The Board of Directors shall fix the consideration to be
paid, but not less than par value thereof, and to fix the terms of any such
series, including dividend rights, dividend rates, conversion or exchange
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price and the liquidation preference of such series.
As of December 31, 2004, the Company does not have any preferred stock
outstanding.

Stock Options and Stock Appreciation Rights

At December 31, 2004, 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, 2004, there were
options outstanding for 546,500 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.
The exercising of the options granted may be accelerated after three years in
installments upon the Company attaining certain specified gross revenue and
pre-tax margin objectives, unless such objectives are modified in the sole
discretion by the Board of Directors. No modifications to these criteria have
been made.

Notwithstanding that the objectives may not be met in whole or in part, these
options will vest in full on a date that is two years prior to the expiration
date of the option or, in the event of a change in control (as defined), will
vest in full at time of such change in control.

There have been no transactions with respect to the Company's stock appreciation
rights during the years ended December 31, 2004 and 2003, nor are there any
stock appreciation rights outstanding at


                                      F-14
<PAGE>

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

December 31, 2004 and 2003.

Transactions with respect to the Company's stock option plans for the years
ended December 31, 2004 and 2003 are as follows:

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

Outstanding at January 1, 2003                           655,250      $  0.6285
     Granted                                              27,000         1.0000
     Forfeited                                          (138,250)        0.5546
     Exercised                                           (75,000)        0.0001
                                                       ---------

Outstanding at December 31, 2003                         469,000      $  0.7721
     Granted                                             181,500         1.0000
     Forfeited                                           (32,000)        2.3001
     Exercised                                           (72,000)        0.0001
                                                       ---------

Outstanding at December 31, 2004                         546,500      $  0.8600
                                                       =========

As of December 31, 2004, there were 881,500 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, 2004:

<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 - $ 0.5000          150,000             3.67           $0.0001              --
$ 1.0000 - $ 1.7500          372,500             8.04           $1.0040          18,000          $1.0833
$ 2.1875 - $ 4.5000           24,000             4.98           $4.0000              --
                             -------                                              -----

                             546,500             6.70           $0.8600          18,000          $1.0833
                             =======                                             ======
</TABLE>

The weighted average fair value at date of grant for options granted during 2004
and 2003 was $0.36 and $0.28 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:

<TABLE>
<CAPTION>
                                                                Years ended December 31,
                                                                ------------------------
                 Assumption                                     2004               2003
                 ----------                                     ----               ----
<S>                                                             <C>                <C>
Risk-free interest rate                                         4.42%              4.18%
Dividend yield                                                  0.00%              0.00%
Volatility factor                                               0.88               1.10
Weighted-average expected life of the option (years)              9                  9
</TABLE>


                                      F-15
<PAGE>

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

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:

                                                          2004           2003
                                                          ----           ----

Computer equipment and software                        $ 178,982      $ 446,553
Furniture and fixtures                                    50,189         54,322
Leasehold improvements                                    35,855             --
Capitalized lease                                        119,073         42,416
                                                       ---------      ---------
                                                         384,099        543,291
Less accumulated depreciation and amortization          (222,014)      (463,291)
                                                       ---------      ---------

                                                       $ 162,085      $  80,000
                                                       =========      =========

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 prior promissory note consolidated
the two notes issued by CRM in January 1999, as part of the purchase of the
assets of MGI's CreditRisk Monitor credit information service. Pursuant to the
December 2002 Agreement, CRM issued a new Secured Promissory Note effective
January 1, 2003 with a face value of $812,672. The new note bears interest at
the rate of 9.5% per annum from January 1, 2003 and is payable in 84 equal
monthly installments of principal and interest of $13,282 each, commencing
January 31, 2003. In accordance with the terms of Emerging Issues Task Force
("EITF") Issue No. 96-19, "Debtor's Accounting for a Modification or Exchange of
Debt Instruments", this transaction is not considered to result in a
substantially different debt instrument and as such no gain or loss was
recognized on this transaction. Accordingly, the Company was required to
discount the new note 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


                                      F-16
<PAGE>

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

and substantially all other assets of the Company and does not contain any
covenants.

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

The principal maturities on this note subsequent to December 31, 2004 are as
follows:

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

2005                                                             $ 100,084
2006                                                               110,893
2007                                                               122,870
2008                                                               136,141
2009                                                               150,799
                                                                 ---------
                                                                   620,787
Less current portion                                               100,084
                                                                 ---------

                                                                 $ 520,703
                                                                 =========

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. Accordingly, $12,500 was deferred in 2003. 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 issued in connection with the Company's acquisition of the
assets of CRM from Market Guide Inc. (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 award, 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


                                      F-17
<PAGE>

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

leases certain equipment under an operating lease that expires in 2008. Rental
expenses under operating leases were $171,442 and $112,429 for the years ended
December 31, 2004 and 2003, respectively.

During 2002, the Company acquired certain computer equipment pursuant to a
capital lease that expires in 2005. This lease has an implicit interest rate of
approximately 18% and allows the Company to acquire the equipment for $1 at the
end of the lease. In connection with the Company's relocation in 2004 it entered
into 2 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 equipment for $1 at the end of
the lease.

Future minimum lease payments for the capital lease and noncancelable operating
leases at December 31, 2004 are as follows:

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

2005                                                     $ 32,947      $128,457
2006                                                       30,043       131,258
2007                                                       19,167       117,642
2008                                                           --       104,112
2009                                                           --        60,522
                                                         --------      --------

Total minimum lease payments                               82,157      $541,991
                                                                       ========
Less amounts representing interest                         10,735
                                                         --------

                                                           71,422
Less current portion of capitalized lease obligations      26,518
                                                         --------

Long-term capitalized lease obligations                  $ 44,904
                                                         ========

NOTE 9 - NET LOSS PER SHARE

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

                                               2004            2003
                                               ----            ----

Net loss                                   $  (139,030)    $  (805,947)
                                           ===========     ===========

Basic average common shares outstanding      7,513,509       5,608,439
                                           ===========     ===========

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

Potential common shares of 556,500 and 479,000 related to the Company's
outstanding stock options and warrants were excluded from the computation of
diluted loss per share for the years ended December 31, 2004 and 2003,
respectively, as inclusion of these shares would have been anti-dilutive.


                                      F-18
<PAGE>
                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS

NOTE 10 - LEGAL PROCEEDINGS

As previously reported: (a) on April 20, 2001, the Company filed an action in
the Supreme Court of the State of New York, Nassau County, against Samuel
Fensterstock and a competitor (collectively, the "Defendants"), seeking
injunctive relief, declaratory relief and monetary damages; (b) thereafter, the
parties entered into a Settlement Agreement that was so ordered by the Court in
July 2001 pursuant to which the Defendants were restricted from engaging in
certain activities; and (c) on November 27, 2001, the Company commenced an
action against the Defendants (the "Contempt Proceedings") in the Supreme Court
of the State of New York, Nassau County; (d) on August 6, 2004, in the Contempt
Proceedings, the Court issued a Decision finding that Defendants violated the
Settlement Agreement and were in contempt of the July 2001 Order, and awarded
compensatory and punitive damages against the Defendants aggregating $821,044,
plus attorney fees and legal costs in an amount to be determined; (e) on August
24, 2004, the Court entered a Judgment providing for the enforcement of its
award and assigned a Referee to conduct a hearing concerning the amount of
attorneys' fees and costs to be awarded; (f) on August 30, 2004, Defendants
filed a Notice of Appeal and posted a $900,000 bond to secure the compensatory
and punitive damages awarded in the Judgment; and (g) on September 10, 2004, the
competitor and Samuel Fensterstock served separate Motions to Reargue.

The issue of attorneys' fees and costs is currently before the Referee. In
January 2005, the Court rejected the arguments contained in Defendants' Motions
to Reargue and adhered to its August 6, 2004 Decision. The Defendants each filed
Notices of Appeal of the Court's rejection of the arguments contained in the
Motions to Reargue. In February 2005, the Defendants presented separate
applications to the Appellate Division requesting that the Appellate Division
dispense with requiring Defendants to file a complete copy of the trial
transcript from the Contempt Proceeding. The Company opposed Defendants
applications and Defendants' applications are currently before the Appellate
Division. The Company is treating the award of $821,044 plus attorney fees and
legal costs as a gain contingency that will not be recorded until realized.

As previously reported: (a) in February 2003, the competitor from the above
action commenced an action (the "Competitor Action") in the same Court, against
the Company, its President and a senior manager, seeking compensatory damages,
exemplary damages and injunctive relief; (b) the Company denied the allegations
in the Competitor Action and counterclaimed against the competitor, its
President and Samuel Fensterstock; and (c) the parties currently are engaged in


                                      F-19
<PAGE>

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

discovery in connection with the Competitor Action. The Company cannot predict
the outcome of the Competitor Action; however, it is possible that an
unfavorable outcome could have a material adverse effect on the Company's
financial condition, liquidity and results of operations.

As previously reported: (a) in January 2004, the Company filed a second action
in the same Court by order to show cause against the competitor and Mark
McNamara, a former Company employee, seeking injunctive relief, declaratory
relief and monetary damages arising from the competitor's and McNamara's
misappropriation of CRM's proprietary information; (b) by Order dated April 2,
2004 the Court denied the Company's request for immediate injunctive relief; and
(c) the issues of declaratory relief and money damages are pending before the
Court and the parties are currently engaged in discovery.

As previously reported: (a) in March 2004, the Company filed a third action in
the same Court against the competitor and Ryan Kohler, a former Company
employee; (b) the action seeks declaratory relief and compensatory damages
arising from the competitor's and Kohler's misappropriation of CRM's proprietary
information; and (c) the parties are currently engaged in discovery.

As previously reported: (a) 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 Proceedings, for
breach of its services contract and seeking a declaration of the rights of the
parties under the terms of the contract; (b) also in July 2004, Decision
Strategies commenced an action in New York for fees in excess of the limitations
provided in the services contract; and (c) Decision Strategies moved to dismiss
Company's Nassau County action because Decision Strategies commenced an action
in New York County.

The Court granted Decision Strategies' motion to dismiss because Decision
Strategies commenced an action in New York County and a Preliminary Conference
is scheduled for April 13, 2005. Although this action is subject to the
uncertainties inherent in litigation, based on the information presently
available to the Company, management does not believe that the ultimate
resolution of this action will have a material adverse effect on the Company's
financial condition, results of operations or cash flows.


                                      F-20