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, 2002
                                             -----------------

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

             For the transition period from ___________ to ________

                          Commission File Number 1-8601

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

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

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

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

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

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

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

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

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

                                Yes |X|  No | |

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

State issuer's revenues for the most recent fiscal year. $3,069,546

The aggregate market value of the Registrant's common stock held by
non-affiliates as of March 7, 2003 was $572,860. The Company's common stock is
traded on the OTC Electronic Bulletin Board.

There were 5,419,129 shares of common stock $.01 par value outstanding as of
March 7, 2003.

Documents incorporated by reference: None

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


<PAGE>


                                     PART I

ITEM 1. BUSINESS

      In addition to historical information, the following discussion of the
Company's business contains forward-looking statements. These forward-looking
statements involve risks, uncertainties and assumptions. The actual results may
differ materially from those anticipated in these forward-looking statements as
a result of many factors, including but not limited to, those discussed in the
sections in this Annual Report on Form 10-KSB entitled "The CreditRiskMonitor
Business", "The Company's Goals", "Marketing and Sales" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date hereof.
CreditRiskMonitor.com, Inc. (the "Company" or "CRM") undertakes no obligation to
revise or publicly release the results of any revision to these forward-looking
statements. Readers should carefully review the risk factors described in this
document as well as in other documents the Company files from time to time with
the Securities and Exchange Commission, including the Quarterly Reports on Form
10-QSB to be filed by the Company in fiscal year 2003.

OVERVIEW

      CRM was organized in Nevada in February 1977 and was engaged in the
development and sale of nutritional food products from 1982 until October 22,
1993, when it sold substantially all of its assets (the "Asset Sale"), as
previously reported. From 1994 to 1998, the Company had no revenues and its
income was derived from interest, dividends and gains on the sale of assets. The
Company's assets from 1994 through 1998 consisted principally of cash, cash
equivalents and marketable investment securities.

      In September 1998, the Company acquired an option (the "Option") to
purchase the assets of the CreditRisk Monitor credit information service ("CM
Service") from Market Guide Inc. ("MGI"). The Company exercised the Option on
December 29, 1998 and completed the purchase of the CM Service assets effective
January 19, 1999. The assets included customer contracts, receivables,
equipment, software and intangibles. Following the closing of the CM Service
purchase, the Company commenced doing business under the name
"CreditRiskMonitor.com".

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

THE CREDITRISKMONITOR BUSINESS

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


                                       1
<PAGE>


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 these credit terms 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. This decision to ship prior to payment may be made
under intense time pressure, with potentially adverse results if the credit
manager has inaccurate or stale information. The Company believes that, with the
downsizing of corporate America and the related reductions in credit
departmental budgets and personnel, corporate credit professionals have to do
more with less. Simultaneously, the Company further believes that there has been
an explosion in available information, resulting in an overwhelming amount of
data and limited time for research and analysis.

CRM's credit risk analysis service is the result of management's experience in
the commercial credit industry and on-going research with respect to corporate
credit department information needs. This has enabled CRM to satisfy the credit
industry's requirements for a timely, technologically advanced, low cost credit
information service. Through the first quarter of 2003, CRM sold the following
two commercial credit analysis services to corporate credit managers:

      (1)   Coverage of approximately 14,000 U.S. and Canadian public companies
            with full financial analysis and up-to-date financial news coverage
            for purposes of credit evaluation. During 2002, this service was
            supplemented with the publishing of trade data and public filing
            information (i.e., suits, liens, judgments and bankruptcy
            information) on over 5 million public and private U.S. companies.
            The coverage format, database design and web format for this service
            was extensively redesigned throughout 2002 and this new version was
            introduced in the fourth quarter.

      (2)   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.

      In the second quarter of 2003, CRM will introduce a new service that
covers approximately 13,000 foreign public companies with full financial
analysis for purposes of credit analyses. This new service will duplicate the
rapid and extensive financial analysis that is provided in the domestic service
described in item (1) above.

      CRM's two proprietary services provide the corporate credit professional
with a one stop information service to continuously monitor the creditworthiness
of their public company customers, in the shortest possible time and with
minimum effort. This timesaving is


                                       2
<PAGE>

critical where immediate decisions must be made.

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

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

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

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

      o     PROFIT MULTIPLIER. Some of the Company's basic costs are being
            reduced. On a broad generic basis, computer hardware, software,
            telecommunications and financial data prices may be 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.

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


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<PAGE>

THE COMPANY'S GOALS

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

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

POTENTIAL FOR COST REDUCTIONS

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

NET OPERATING LOSS CARRYFORWARDS

      At December 31, 2002, the Company had NOL carryforwards aggregating
approximately $7.7 million, which, to the extent available under the Internal
Revenue Code of 1986, as amended (the "Code"), may be used to minimize the
Company's liability for taxes on future taxable income of the Company, if any.

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


                                       4
<PAGE>

      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.

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

MARKETING AND SALES

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

EMPLOYEES

      As of March 7, 2003, the Company had 30 full-time employees. None of the
Company's employees are covered by a collective bargaining agreement. The
Company believes its relations with its employees to be satisfactory and has
suffered no interruption in operations.

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

ITEM 2.  PROPERTY.

      The Company does not own any real property. The Company's principal office
is located in approximately 5,670 square feet of leased space in an office
building located in Floral Park, New York. The lease expires on November 30,
2004 and provides for a monthly cost of $8,261 during the current year and an
increase of 3% next year, plus escalation for real estate taxes.

ITEM 3.  LEGAL PROCEEDINGS.

On April 20, 2001, the Company filed an action in the Supreme Court of the State
of New York, Nassau County, against Samuel Fensterstock ("Fensterstock") and a
competitor seeking injunctive relief, declaratory relief and monetary damages.
The complaint alleged, inter alia, that Fensterstock, former Senior Vice
President -- Sales Development of the Company, resigned on April 5, 2001 to join
the competitor in violation of the terms of his Non-Competition, Proprietary
Information and Inventions Agreement with the Company and in breach of his
fiduciary duties to the Company, and further, that the competitor intentionally
induced the breach of Fensterstock's Agreement with the Company. On April 23,
2001,


                                       5
<PAGE>

the Court issued a temporary restraining order against Fensterstock and the
competitor. Thereafter, the parties entered into a Settlement Agreement pursuant
to which Fensterstock and the competitor would be restricted from engaging in
certain activities and Fensterstock would not work for the competitor through
various stipulated dates. The settlement was approved and so ordered by the
Court in July 2001. Thereafter, the Company uncovered evidence that Fensterstock
and the competitor violated the Settlement Agreement and the July 2001 Court
order and commenced an action seeking contempt, monetary damages, punitive
damages and injunctive relief against Fensterstock and the competitor for such
violations. The Company also requested discovery and a hearing and is seeking an
extension of the non-compete and non-solicitation provisions of the prior Court
order and Settlement Agreement. By Order dated May 15, 2002, the Court granted
the Company's request for discovery and a hearing. In the interim, Fensterstock
and the competitor filed a Motion seeking to vacate the settlement and dismiss
the instant action, which Motion was denied by the Court. By Order dated
December 18, 2002, discovery is now being supervised by a Court-appointed
Referee. On the day supervised discovery began, the competitor commenced an
action in the Supreme Court of the State of New York, Nassau County, against the
Company, its President and a senior manager, seeking compensatory damages,
exemplary damages and injunctive relief. The action claims that the Company used
access exemplary codes to gain entry into that competitor's website. The Company
has denied these allegations and has counterclaimed against the competitor, its
President and Fensterstock, alleging misappropriation of client access codes to
gain access to the Company's website to unfairly compete with the Company. The
counterclaim seeks compensatory damages, costs and attorneys' fees.

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, 2002, either through the
solicitation of proxies or otherwise.


                                       6
<PAGE>


                                     PART II

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

      The Company's Common Stock trades in the over-the-counter market "Bulletin
Board Service" under the symbol CRMZ. The following table sets forth the high
and low closing bid quotations reported on the over-the-counter market Bulletin
Board Service for each calendar quarter of 2001 and 2002. 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
                                            --------          -------
2001
         First Quarter                       $1.5000           $0.6875
         Second Quarter                      $0.6875           $0.4500
         Third Quarter                       $0.4500           $0.3000
         Fourth Quarter                      $0.4000           $0.1300

2002
         First Quarter                       $0.3000           $0.1500
         Second Quarter                      $0.3000           $0.2400
         Third Quarter                       $0.2500           $0.1000
         Fourth Quarter                      $0.2500           $0.1300

      On March 7, 2003, there were approximately 489 registered holders of the
Company's Common Stock.

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

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

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

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

      The transactions described above, along with the issuance of 2,000 shares
of Common Stock to Flum Partners in November 1998 in consideration of its
provision to the Company of a line of credit and the conversion by


                                       7
<PAGE>

Flum Partners of its Senior Preferred shares into Common Stock on or about
January 20, 1999, resulted in Flum Partners owning more than 72% of the
Company's outstanding Common Stock (which is its only equity security now
outstanding) after the 1999 Private Placement.

      In July 2001, the Company entered into a Note Consolidation Agreement with
MGI, which consolidated the two notes issued by CRM in January 1999, as part of
the purchase of the CM Service assets, into a new secured note. This transaction
reduced the Company's debt service requirements in 2001 and 2002. In December
2002, the Company entered into a Note Modification Agreement with MGI, which
modified the secured note that had been executed in July 2001. Pursuant to the
December 2002 Agreement, CRM issued a new Secured Promissory Note effective
January 1, 2003 that further reduces the Company's debt service requirements
during its term which now ends December 31, 2009.

      At December 31, 2002, the Company had cash, cash equivalents and other
liquid assets of $988,000 compared to $1.32 million at December 31, 2001. The
Company's working capital deficit at December 31, 2002 was approximately
$749,000 compared to a working capital deficit of approximately $540,000 at
December 31, 2001. This decrement was due to decreases of $332,000 in cash and
cash equivalents, $217,000 in accounts receivable and $228,000 in other current
assets offset by decreases of $467,000 in deferred revenue, $7,000 in accounts
payable and accrued expenses and a $94,000 decrease in the current portion of
long-term debt as the result of the Note Modification Agreement. The Company has
no bank lines of credit or other currently available credit sources.

      For the year ended December 31, 2002, the Company reported a $332,000
decrease in cash and cash equivalents compared to a $105,000 increase for the
prior fiscal year. The Company expects to continue to be cash flow negative,
after debt service, during 2003. However, the Company believes that it has
sufficient resources to meet its working capital and capital expenditure needs,
including debt service, for at least the next 12 months.

      As described more fully in Notes 8 and 10 of the Notes to Consolidated
Financial Statements, at December 31, 2002 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     YEARS
                                    -----        ---------    ---------     ---------    --------
<S>                               <C>            <C>          <C>           <C>          <C>
Promissory Note                     $792,638       $81,523     $190,412     $233,763     $286,940
Capital lease obligation              23,911        10,652       13,259           --           --
Operating leases                     206,150       107,125       99,025           --           --
                                  -----------     --------     --------     --------     --------

Total                             $1,022,699      $199,300     $302,696     $233,763     $286,940
                                  ==========      ========     ========     ========     ========
</TABLE>

OFF-BALANCE SHEET ARRANGEMENTS

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


                                       8
<PAGE>

RESULTS OF OPERATIONS

         2002 vs. 2001
<TABLE>
<CAPTION>

                                                        YEAR ENDED DECEMBER 31,
                                        ---------------------------------------------------------
                                                   2002                            2001
                                        --------------------------    ---------------------------
                                                        % OF TOTAL                    % OF TOTAL
                                           AMOUNT         REVENUE        AMOUNT         REVENUE
                                        -----------     ----------    -----------     -----------
<S>                                     <C>               <C>         <C>              <C>
Operating revenues                       $3,069,546       100.00%      $2,954,585      100.00%

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

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

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

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

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

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

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

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

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

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

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


                                       9
<PAGE>

<TABLE>
<CAPTION>

         2001 vs. 2000

                                                    YEAR ENDED DECEMBER 31,
                                    -------------------------------------------------------
                                               2001                            2002
                                    --------------------------    -------------------------
                                                  % OF TOTAL                    % OF TOTAL
                                       AMOUNT       REVENUE        AMOUNT         REVENUE
                                    -----------   ----------    -----------     -----------
<S>                                 <C>             <C>         <C>              <C>
Operating revenues                     $2,954,585      100.00%      2,118,724     100.00%

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

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

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

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

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

      Data and product costs increased 57% for fiscal 2001, due primarily to the
increased cost of acquiring the data needed for the Company's products and
higher salary and related employee benefits resulting from an increase in
headcount as the Company added personnel to deliver its expanded product line.

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

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

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

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

      The Company incurred net losses of $618,725 and $809,335 for the years
ended December 31, 2001 and 2000, respectively.

      Future Operations

      The Company over time intends to expand its operations by


                                       10
<PAGE>

expanding the breadth and depth of its product and service offerings and the
introduction of new or complementary products. For example, in the second
quarter of 2003 the Company plans to introduce its new international service.
Gross margins attributable to new business areas may be lower than those
associated with the Company's existing business activities.

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

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

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


                                       11
<PAGE>

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 continually evaluates its estimates and judgments, the most critical
of which are those related to revenue recognition, valuation of goodwill and
income taxes. (See Note 2 of the Notes to Consolidated Financial Statements for
additional details.) Management bases its estimates and judgments on historical
experience and other factors that are believed to be reasonable under the
circumstances. Eventual results may differ from these estimates.

FEDERAL TAX CONSIDERATIONS

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

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

RECENTLY ISSUED ACCOUNTING STANDARDS

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

      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for stock
based employee compensation and the effect of the method used on reported
results. The provisions of SFAS No. 148 are effective for financial statements
for fiscal years and interim periods ending after December 15, 2002. SFAS No.
148 will not have a material impact on the Company's consolidated financial
statements, as the adoption of


                                       12
<PAGE>

this standard does not require the Company to change, and the Company does not
plan to change, to the fair value based method of accounting for stock-based
compensation.

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

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

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

RISKS AND OTHER CONSIDERATIONS

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

      From time to time, information provided by the Company or statements made
by its employees, or information provided in its filings with the Securities and
Exchange Commission may contain forward-looking information. Any statements
contained herein or otherwise made that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the foregoing,
the words "believes", "expects", "anticipates", "plans" and similar expressions
are intended to identify forward-looking


                                       13
<PAGE>

statements. The Company's actual future operating results or short-term or
long-term liquidity may differ materially from those projections or statements
made in such forward-looking information as a result of various risks and
uncertainties, including but not limited to the following in addition to those
set forth elsewhere herein or in other filings made by the Company with the
Commission:

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

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

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

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

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

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

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

      o     CRM cannot assure that Market Guide will continue to supply data on
            current terms or that CRM will be able to establish new or


                                       14
<PAGE>

            extend current vendor relationships to ensure acquisition of data in
            a timely and efficient manner and on acceptable commercial terms. If
            the Company is unable to develop and maintain relationships with
            suppliers that would allow it to obtain sufficient quantities of
            reliable information on acceptable commercial terms, such inability
            could have a material adverse effect on the Company.

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

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

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

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

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      The information required by Item 7, and an index thereto, appears at pages
F-1 to F-19 (inclusive) of this Report on Form 10-KSB.

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

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


                                       15
<PAGE>

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


                                       16
<PAGE>

                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>

                                                                                                 OFFICER OR
                                                        PRINCIPAL OCCUPATION/POSITION            DIRECTOR
            NAME                        AGE                   HELD WITH COMPANY                    SINCE
            ----                        ---             -----------------------------            -----------
<S>                             <C>                    <C>                                       <C>
Jerome S. Flum                           62            Chairman of the                             1983
                                                       Board/President/
                                                       Chief Executive Officer

Lawrence Fensterstock                    52            Senior Vice President/Chief                 1999
                                                       Financial Officer/
                                                       Secretary

Richard J. James                         63            Director                                    1992

Leslie Charm                             59            Director                                    1994
</TABLE>

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

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


                                       17
<PAGE>

      RICHARD JAMES is a business consultant who was formerly the Customer
Satisfaction Manager for the Consumer Hardware Division of Polaroid Corporation
from 1980 until 2001. In this role he was responsible for improving the business
performance of Polaroid's instant consumer cameras through improved redesigns
and manufacturing processes, as well as by enhancing the customers' picture
taking experiences. This role encompassed manufacturing plants in Scotland,
China, India and the USA, and worldwide consumer markets. From 1968 through 1979
Mr. James was President of James Associates, a group of businesses involving
accounting and tax preparation, small business consulting, real estate sales and
rentals, and retail jewelry sales. Mr. James is a founding Board member and VP
Finance of the Boston Chapter of the Society of Concurrent Engineering, a
national professional organization dedicated to the application of Integrated
Product Development principles to achieve rapid design, development and
inception of new products and services. Mr. James holds a BS in Chemical
Engineering from Northeastern University, as well as extensive studies in
managerial and technical subjects. He has developed and taught numerous
technical and business courses for many years as a faculty member of Polaroid's
internal training organization.

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

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

THE AUDIT COMMITTEE

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

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

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


                                       18
<PAGE>


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

      o     to review the Registrant's financial statements; and

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

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

      For the fiscal year ended December 31, 2002, the Company paid (or will
pay) the following fees to BDO Seidman, LLP for services rendered during the
year or for the audit in respect of that year:

           Audit fees                                           $24,000
           Financial information systems design and
               implementation                                        --
           All other fees:
               Audit related                                         --
               Other fees                                         5,000
                                                                -------
               Total all other fees                               5,000
                                                                -------

                  Total                                         $29,000
                                                                =======

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

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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

      To the Company's knowledge, based solely on its review of the copies of
such reports received by it with respect to fiscal 2002, 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.

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


                                       19
<PAGE>

executive officer and all other executive officers of the Company as of the end
of the Company's last fiscal year.

<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE
                                     --------------------------------------
                                             ANNUAL COMPENSATION(4)                   LONG-TERM COMPENSATION
                                     --------------------------------------      -------------------------------

                                                                   OTHER           NUMBER OF
                                                                  ANNUAL          SECURITIES
                                                                  COMPEN-         UNDERLYING          ALL OTHER
   NAME AND PRINCIPAL POSITION       YEAR       SALARY(2)        SATION(3)          OPTIONS         COMPENSATION
   ---------------------------       ----       ---------        ----------      -------------      ------------
<S>                                  <C>        <C>               <C>            <C>                <C>
Jerome S. Flum, Chairman,            2002       $120,905(1)          $--                 --               None
President and Chief Executive        2001       $125,000(1)          $--             15,000               None
Officer                              2000        $60,000(1)          $--                 --               None

Lawrence Fensterstock, Senior        2002       $150,000             $--                 --               None
Vice President                       2001       $150,000             $--             15,000               None
                                     2000       $150,000             $--                 --               None

</TABLE>

(1) Beginning January 20, 1999, Mr. Flum is being compensated by the Company at
the rate of $150,000 per annum, of which $25,000 was deferred in 2002 and 2001
and $90,000 was deferred in 2000, until such time as the Company achieves cash
flow breakeven or until the MGI Note has been paid in full, whichever occurs
sooner. The full amount of his compensation, including the deferred portion, is
reflected in the Company's financial statements.

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

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

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

DIRECTORS' FEES

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

COMPENSATION PURSUANT TO STOCK OPTION PLANS

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


                                       20
<PAGE>

<TABLE>
<CAPTION>

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

                                          NUMBER OF SECURITIES UNDERLYING           VALUE OF UNEXERCISED
                                           UNEXERCISED OPTIONS AT FISCAL       IN-THE-MONEY OPTIONS AT FISCAL
                   SHARES          ($)              YEAR-END (#)                      YEAR-END ($)(1)
                 ACQUIRED ON     VALUE   --------------  -------------------- -------------------------------
     NAME        EXERCISE (#)   REALIZED   EXERCISABLE      UN-EXERCISABLE    EXERCISABLE     UN-EXERCISABLE
     ----       --------------  -------- --------------  -------------------- -----------     --------------
<S>             <C>             <C>      <C>             <C>                  <C>             <C>
Jerome S. Flum     75,000        $22,492        -0-               95,000            -0-            $18,742

Lawrence
Fensterstock          -0-            -0-        -0-              165,000            -0-            $37,485
</TABLE>

(1) Represents the amount by which the closing price on December 31, 2002
($0.25) exceeded the exercise prices of unexercised options.

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

      The following table sets forth as of March 7, 2003 information regarding
the beneficial ownership of the Company's voting securities (i) by each person
who is known to the Company to be the owner of more than five percent of the
Company's voting securities, (ii) by each of the Company's directors and
executive officers, and (iii) by all directors and executive officers of the
Company as a group. Except as indicated in the following notes, the owners have
sole voting and investment power with respect to the shares:
<TABLE>
<CAPTION>

                                                                                          PERCENTAGE OF
                                                   NUMBER OF SHARES                        OUTSTANDING
                 NAME                             OF COMMON STOCK(1)                       COMMON STOCK
                 ----                             ------------------                     --------------
<S>                                               <C>                                    <C>
Flum Partners(2)                                      3,797,128                               70.04%

Jerome S. Flum                                     3,985,353(3)(4)                            73.51%

Richard J. James                                          1,625                               -----*

Leslie Charm                                              1,625                               -----*

All directors and officers                         3,988,603(3)(4)                            73.57%
(as a group (4 persons))
</TABLE>


*less than 1%


                                       21
<PAGE>

(1) Does not give effect to (a) options to purchase 75,000 shares granted to Mr.
Flum pursuant to the 1992 Incentive Stock Option Plan of the Company, (b)
options to purchase 495,500 shares of Common Stock granted to 19 officers and
employees pursuant to the 1998 Long Term Incentive Plan of the Company, (c)
options to purchase an aggregate of 39,000 shares granted to each of the other
directors pursuant to the 1998 Long Term Incentive Plan of the Company, and (d)
options to purchase 3,000 shares of Common Stock granted to a consultant
pursuant to the 1998 Long Term Incentive Plan of the Company. All of the
foregoing options are not exercisable within sixty days. Includes 2,000 shares
of Common Stock issued to Flum Partners in consideration of loans to the
Company. Includes options to purchase 2,250 shares of Common Stock granted to
non-employee directors which are immediately exercisable.

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

(3) Includes 3,797,128 shares owned by Flum Partners, of which Mr. Flum is the
sole general partner, which are also deemed to be beneficially owned by Mr. Flum
because of his power, as sole general partner of Flum Partners, to direct the
voting of such shares held by the partnership. Mr. Flum disclaims beneficial
ownership of the shares owned by Flum Partners. The 3,985,353 shares of Common
Stock, or 73.51% of the outstanding shares of Common Stock may also be deemed to
be owned, beneficially and collectively, by Flum Partners and Mr. Flum, as a
"group", within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Act").

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

      The Company's equity compensation plans approved by stockholders include
the 1998 Long-Term Incentive Plan, the 1992 Incentive Stock Option Plan, and the
1985 SAR and Non-Qualified Stock Option Plan.

      The following table summarizes information about the Company's common
stock that may be issued upon the exercise of options, warrants and rights under
all of our equity compensation plans as of December 31, 2002.


                                       22
<PAGE>

<TABLE>
<CAPTION>

                                                       WEIGHTED        NUMBER OF SECURITIES
                                                       AVERAGE         REMAINING AVAILABLE
                                                       EXERCISE                 FOR
                              NUMBER OF SECURITIES     PRICE OF        FUTURE ISSUANCE UNDER
                              TO BE ISSUED UPON       OUTSTANDING      EQUITY COMPENSATION
                                  EXERCISE OF           OPTIONS,        PLANS (EXCLUDING
                              OUTSTANDING OPTIONS,     WARRANTS         SECURITIES REFLECTED
         PLAN CATEGORY         WARRANTS AND RIGHTS     AND RIGHTS          IN FIRST COLUMN)
         -------------        ---------------------   ----------       ---------------------
<S>                           <C>                     <C>              <C>
 Equity compensation plans
 approved by stockholders          655,250              $0.6285              922,000
                                   -------              -------              -------
 Equity compensation plans
 not approved by stockholders           --                   --                   --
                                   -------              -------              -------
 Total                             655,250              $0.6285              922,000
                                   =======              =======              =======
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      There were no such reportable relationships or related transactions in
2002.

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

(A)   EXHIBITS

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

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

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

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

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

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

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

      99.1* - Certifcation 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.

      99.2* - Certifcation 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 Registration Statement on Form S-2
      (File No. 33-17446) and incorporated herein by reference thereto.

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

(4)   Filed as an Exhibit to Registrant's Annual Report on Form 10-KSB for the
      fiscal year ending December 31, 1992 (File No. 0-10825) and


                                       23
<PAGE>

      incorporated herein by reference thereto.

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

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

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

*     Filed herewith.

                        DOCUMENTS AVAILABLE UPON REQUEST

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

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

(B) REPORTS ON FORM 8-K

      None.


ITEM 14. CONTROLS AND PRODCEURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      The Company's principal executive officer and its principal financial
officer, based on their evaluation of the Company's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date
within 90 days prior to the filing of this Annual Report on Form 10-KSB, have
concluded that the Company's disclosure controls and procedures are adequate and
effective for the purposes set forth in the definition in Exchange Act rules.

CHANGES IN INTERNAL CONTROLS

      There were no significant changes in the Company's internal controls or in
other factors that could significantly affect the Company's internal controls
subsequent to the date of their evaluation.


                                       24
<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, 2003                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, 2003                By: /s/ Jerome S. Flum
                                            Jerome S. Flum
                                            Chairman of the Board and
                                            Chief Executive Officer


Date: March 31, 2003                By: /s/ Lawrence Fensterstock
                                            Lawrence Fensterstock
                                            Chief Financial Officer


Date: March 31, 2003                By: /s/ Richard J. James
                                            Richard J. James
                                            Director


Date: March 31, 2003                By: /s/ Leslie Charm
                                            Leslie Charm
                                            Director


                                       25
<PAGE>

                                  CERTIFICATION

I, Jerome S. Flum, certify that:

      1. I have reviewed this annual report on Form 10-KSB of
CreditRiskMonitor.com, Inc.;

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

            c)    presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003                  By: /s/ Jerome S. Flum
                                              Jerome S. Flum
                                              Chief Executive Officer


                                       26
<PAGE>



                                  CERTIFICATION

I, Lawrence Fensterstock, certify that:

      1. I have reviewed this annual report on Form 10-KSB of
CreditRiskMonitor.com, Inc.;

      2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

            c)    presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003                  By: /s/ Lawrence Fensterstock
                                              Lawrence Fensterstock
                                              Chief Financial Officer


                                       27
<PAGE>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                         PAGE

REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS                                F-2


CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated Balance Sheets - December 31, 2002 and
                  2001                                                   F-4

         Consolidated Statements of Operations - Years Ended
                  December 31, 2002 and 2001                             F-5

         Consolidated Statements of Stockholders' Equity
                  (Deficit) - Years Ended December 31, 2002 and 2001     F-6

         Consolidated Statements of Cash Flows - Years Ended
                  December 31, 2002 and 2001                             F-7

         Notes to Consolidated Financial Statements -
                  December 31, 2002 and 2001                             F-8

                                       F-1

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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, 2002 and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for the year then ended. These financial statements are the
responsibility of CreditRiskMonitor.com, Inc.'s management. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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, 2002 and the
results of their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 2 to the Consolidated Financial Statements, the Company has
changed its method of accounting for goodwill as the result of adopting
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, as of January 1, 2002.

/s/ BDO SEIDMAN, LLP


Melville, New York
February 21, 2003

                                      F-2

<PAGE>

THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP IN
CONNECTION WITH CREDITRISKMONITOR.COM, INC.'S FILING ON FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 2001. THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR
ANDERSEN LLP IN CONNECTION WITH THIS FILING ON FORM 10-KSB, AS ARTHUR ANDERSEN
LLP CEASED PROVIDING AUDIT SERVICES AS OF AUGUST 31, 2002. THE BALANCE SHEET AS
OF DECEMBER 31, 2000 AND THE STATEMENTS OF OPERATIONS, STOCKHOLDERS' EQUITY
(DEFICIT) AND CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000 REFERRED TO IN
THIS REPORT HAVE NOT BEEN INCLUDED IN THE ACCOMPANYING FINANCIAL STATEMENTS.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CreditRiskMonitor.com, Inc.:

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

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

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

/s/ Arthur Andersen LLP
Arthur Andersen LLP

Melville, New York
February 21, 2002

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001

                                                                   2002                2001
                                                               ------------        ------------
<S>                                                            <C>                 <C>
ASSETS
Current assets:
     Cash and cash equivalents                                  $    988,427        $  1,320,696
     Accounts receivable, net of allowance of $43,677
         and $43,677, respectively                                   363,773             580,425
     Other current assets                                            131,361             359,507
                                                                ------------        ------------

         Total current assets                                      1,483,561           2,260,628

Property and equipment, net                                          161,691             232,503
Goodwill, net                                                      1,954,460           1,954,460
Prepaid and other assets                                              21,429              50,564
                                                                ------------        ------------

         Total assets                                           $  3,621,141        $  4,498,155
                                                                ============        ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Deferred revenue                                           $  1,934,732        $  2,401,532
     Accounts payable                                                112,470             115,890
     Accrued expenses                                                 93,425              97,342
     Current portion of long-term debt                                81,523             180,258
     Current portion of capitalized lease obligation                  10,652               5,868
                                                                ------------        ------------

         Total current liabilities                                 2,232,802           2,800,890
                                                                ------------        ------------

Long-term debt, net of current portion:

     Promissory notes                                                711,115             792,638
     Capitalized lease obligation                                     13,259              12,599
                                                                ------------        ------------
                                                                     724,374             805,237
Deferred rent payable                                                  8,347               8,503
Deferred compensation                                                226,250             201,250
                                                                ------------        ------------

         Total liabilities                                         3,191,773           3,815,880
                                                                ------------        ------------

Stockholders' equity:
     Preferred stock, $.01 par value; authorized
         5,000,000 shares; none issued and outstanding                     _                  --
     Common stock, $.01 par value; authorized 25,000,000
         shares; issued and outstanding 5,419,129 and
         5,344,129 shares, respectively                               54,191              53,441
     Additional paid-in capital                                   27,201,171          27,201,912
     Accumulated deficit                                         (26,825,994)        (26,573,078)
                                                                ------------        ------------

         Total stockholders' equity                                  429,368             682,275
                                                                ------------        ------------

         Total liabilities and stockholders' equity             $  3,621,141        $  4,498,155
                                                                ============        ============

</TABLE>

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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                            2002                 2001
                                                         -----------         -----------
<S>                                                      <C>                 <C>
Operating revenues                                       $ 3,069,546         $ 2,954,585

Operating expenses:
     Data and product costs                                1,453,650           1,205,821
     Selling, general and administrative expenses          1,688,609           2,034,617
     Depreciation and amortization                           104,308             223,739
                                                         -----------         -----------

         Total operating expenses                          3,246,567           3,464,177
                                                         -----------         -----------

Loss from operations                                        (177,021)           (509,592)
Other income                                                  17,511              41,567
Interest expense                                             (92,186)           (103,639)
Write-off of investment                                           --             (44,000)
                                                         -----------         -----------

Loss before income taxes                                    (251,696)           (615,664)
Provision for state and local income taxes                     1,220               3,061
                                                         -----------         -----------

Net loss                                                 $  (252,916)        $  (618,725)
                                                         ===========         ===========


Net loss per share
     Basic and diluted                                   $     (0.05)        $     (0.12)
                                                         ===========         ===========
</TABLE>

              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 (DEFICIT)
                     YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                                       TOTAL
                                  COMMON STOCK         ADDITIONAL                   STOCKHOLDERS'
                              -------------------       PAID-IN      ACCUMULATED      EQUITY
                                SHARES      AMOUNT     CAPITAL         DEFICIT       (DEFICIT)
                              ---------    -------    -----------   -------------   -------------
<S>                           <C>          <C>        <C>           <C>             <C>
Balance December 31,
  2000                        5,344,129    $53,441    $27,201,912   $(25,954,353)   $1,301,000

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

Balance December 31, 2001     5,344,129     53,441     27,201,912    (26,573,078)      682,275

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

Balance December 31, 2002     5,419,129    $54,191    $27,201,171   $(26,825,994)   $  429,368
                              =========    =======    ===========   ============    ==========
</TABLE>

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

                                      F-6

<PAGE>

<TABLE>
<CAPTION>


                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                       2002               2001
                                                                   -----------         -----------
<S>                                                                <C>                 <C>
Cash flows from operating activities:

     Net loss                                                      $  (252,916)        $  (618,725)
     Adjustments to reconcile net loss to net cash provided
         by (used in) operating activities:
              Goodwill amortization                                         --             114,407
              Depreciation                                             104,308             109,331
              Amortization of debt discount                                 --              82,762
              Write-off of investment                                       --              44,000
              Deferred compensation                                     25,000              14,583
              Deferred rent                                               (157)              2,653
     Change in operating assets and liabilities:

         Accounts receivable, net                                      216,652              81,879
         Other current assets                                          228,146            (331,149)
         Prepaid and other assets                                       29,135             (20,926)
         Deferred revenue                                             (466,801)            741,101
         Accounts payable                                               (3,419)             70,034
         Accrued expenses                                               (3,916)             11,852
                                                                   -----------         -----------
              Total adjustments                                        128,948             920,527
                                                                   -----------         -----------

Net cash provided by (used in) operating activities                   (123,968)            301,802
                                                                   -----------         -----------

Cash flows from investing activities:

     Purchase of property and equipment                                (20,111)            (48,477)
                                                                   -----------         -----------

Net cash used in investing activities                                  (20,111)            (48,477)
                                                                   -----------         -----------

Cash flows from financing activities:

     Proceeds from exercise of stock options                                 9                  --
     Payments on promissory notes                                     (180,258)           (142,568)
     Payments on capital lease obligations                              (7,941)             (5,258)
                                                                   -----------         -----------

Net cash used in financing activities                                 (188,190)           (147,826)
                                                                   -----------         -----------

Net increase (decrease) in cash and cash equivalents                  (332,269)            105,499
Cash and cash equivalents at beginning of year                       1,320,696           1,215,197
                                                                   -----------         -----------

Cash and cash equivalents at end of year                           $   988,427         $ 1,320,696
                                                                   ===========         ===========
Supplemental disclosure of cash flow information:
    Cash paid during the year for:
         Interest                                                  $   100,390        $    48,963
                                                                   ===========        ===========
         Income taxes                                              $     1,220        $     3,068
                                                                    ==========        ===========

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

</TABLE>

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

                                      F-7

<PAGE>



                   CREDITRISKMONITOR.COM, INC. AND SUBSIDIARY
                   NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

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

USE OF ESTIMATES

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

CASH EQUIVALENTS

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

PROPERTY AND EQUIPMENT

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

GOODWILL

The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, Goodwill and Other Intangible Assets effective January 1, 2002. SFAS No.
142 requires that purchased goodwill and certain indefinite-lived intangibles no
longer be amortized, but instead be tested for impairment at least annually. As
a result of adopting SFAS 142, the Company ceased amortization of goodwill
beginning January 1, 2002. Prior to the adoption of SFAS 142, the Company
amortized goodwill

                                      F-8
<PAGE>

on a straight-line basis over 20 years. The Company has no other intangible
assets.

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, 2002, management
believes no impairment of long-lived assets has occurred.

INCOME TAXES

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

REVENUE RECOGNITION

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

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

INCOME (LOSS) PER SHARE

Income (loss) per share is computed under the provisions of SFAS No. 128,
Earnings Per Share. Amounts reported as income (loss) per share for each of the
two years in the period ended December 31, 2002 reflect the income (loss)
available to stockholders for the year divided by the weighted average of common
shares outstanding during the period (Note 11).

                                      F-9
<PAGE>

STOCK OPTION PLANS

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

COMPREHENSIVE INCOME

The Company adheres to the provisions of SFAS No. 130, Reporting Comprehensive
Income. This pronouncement establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains, and losses).
The statement requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be classified by
their nature. Furthermore, the Company is required to display the accumulated
balances of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of the balance sheet. For the
years ended December 31, 2002 and 2001, there were no items that gave rise to
other comprehensive income.

SEGMENT INFORMATION

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

                                      F-10

<PAGE>

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

STOCK-BASED COMPENSATION

At December 31, 2002, the Company has a stock-based employee compensation plan
which is described more fully in Note 6. The Company accounts for this plan in
accordance with the provisions of APB No. 25, Accounting for Stock Issued to
Employees and related Interpretations. No stock-based employee compensation cost
is reflected in net loss, as all options granted under this plan had an exercise
price equal to or greater than the market value of the underlying common stock
on the date of grant. The following table illustrates the effect on net loss and
net loss per share had the Company applied the fair value recognition provisions
of SFAS No. 123, Accounting for Stock-Based Compensation, to its stock-based
employee compensation plan for the years ended December 31:

                                                           2002        2001
                                                        ---------   ---------
Net loss
     As reported                                        $(252,916)  $(618,725)
     Less: Total stock-based employee compensation
         expense determined under fair value based
         method for all awards, net of related
         tax benefits or effects                           28,184      69,064
                                                        ---------   ---------

     Pro forma                                          $(224,732)  $(549,661)
                                                        =========   =========

Net loss per share - basic and diluted
     As reported                                        $   (0.05)  $   (0.12)
     Pro forma                                          $   (0.04)  $   (0.10)

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

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair

                                      F-11

<PAGE>

value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock based employee compensation and the
effect of the method used on reported results. The provisions of SFAS No. 148
are effective for financial statements for fiscal years and interim periods
ending after December 15, 2002. SFAS No. 148 will not have a material impact on
the Company's consolidated financial statements, as the adoption of this
standard does not require the Company to change, and the Company does not plan
to change, to the fair value based method of accounting for stock-based
compensation.

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

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

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

RECLASSIFICATIONS

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

                                      F-12

<PAGE>

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, 2002, the Company had Federal NOL carryforwards of
approximately $7,668,000, which expire through 2022.

As of December 31, 2002 and 2001, the Company has a deferred tax asset of
$3,124,000 and $3,113,000, respectively, primarily generated from the treatment
of net operating loss carryforwards and deferred compensation. No deferred tax
benefit has been recorded and a full valuation allowance has been charged
against the related deferred tax assets because the Company does not consider it
more likely than not that the deferred tax assets will be realized.

NOTE 4 - WRITE-OFF OF INVESTMENT

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

NOTE 5 - GOODWILL

In connection with the adoption of SFAS No. 142, the Company completed the first
step of the transitional goodwill impairment test, which required the Company to
compare its fair value to the carrying value of its net assets as of January 1,
2002. Based on this analysis, the Company concluded that no impairment existed
at the time of adoption, and, accordingly, the Company has not recognized any
transitional impairment loss. Additionally, the Company concluded that no
impairment existed at the time of the annual impairment test, which was
performed in the fourth quarter of 2002.

As required by SFAS No. 142, the results of operations for the period prior to
its adoption have not been restated. The following table reconciles reported net
loss and net loss per share to pro forma net loss and net loss per share that
would have resulted for the year ended December 31, 2001, if SFAS No. 142 had
been adopted effective January 1, 2001:

                                      F-13

<PAGE>

         Reported net loss                                  $(618,725)
         Add: Goodwill amortization                           114,407
                                                            ---------
         Pro forma net loss                                 $(504,318)
                                                            =========

         Reported net loss per share:
              Basic and diluted                             $   (0.12)

         Pro forma net loss per share:
              Basic and diluted                             $   (0.09)


NOTE 6 - COMMON STOCK, STOCK OPTIONS, AND STOCK APPRECIATION RIGHTS

COMMON STOCK

At December 31, 2002, 655,250 shares of the Company's authorized common stock
were reserved for issuance under stock option plans. An additional 10,000 shares
of the Company's common stock were reserved for issuance under warrants granted
in connection with the Company's private placement. The warrants are exercisable
at $2.50 per share beginning in January 2002 and expire in 2005.

PREFERRED STOCK

The Company's Articles of Incorporation provides that the Board of Directors has
the authority, without further action by the holders of the outstanding common
stock, to issue up to five million shares 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, 2002, the Company does not have any preferred stock
outstanding.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

The Company has three stock option plans: the 1998 Long-Term Incentive Plan, the
1992 Incentive Stock Option Plan, and the 1985 SAR and Non-Qualified Stock
Option Plan.

The 1998 Long-Term Incentive Plan authorizes the grant of incentive stock
options, non-qualified stock options, stock appreciation rights (SARs),
restricted stock, bonus stock, and performance shares to employees, consultants,
and non-employee directors of the Company. The exercise price of each option
shall not be less than the fair market value of the common stock at the date of
grant. The total number of the Company's shares that may be awarded under this
plan is 1,500,000 shares of common stock. At December 31, 2002, there were
options outstanding for 578,000 shares of common stock under this plan.

                                      F-14

<PAGE>

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

The Company's 1992 Incentive Stock Option Plan authorizes the grant of incentive
stock options to employees of the Company. The exercise price of each option
shall not be less than the fair market value of the common stock at the date of
grant. The total number of the Company's shares that may be issued or
transferred pursuant to options granted under the Incentive Stock Option Plan,
as amended, is 150,000 shares of common stock. No stock incentives may be
granted under this Plan after June 12, 2002. At December 31, 2002, there were
75,000 options outstanding for shares of common stock under this plan, which are
exercisable subject to the Company attaining certain specified gross revenue and
pre-tax margin objectives, unless such objectives are modified in the sole
discretion by the Board of Directors. No modifications to these criteria have
been made. These options expire on August 25, 2003. No option may be exercised
unless the holder is then an employee of the Company, provided that such
exercise may be made for no more than three months following termination of
employment or one year after death while being employed.

The Company's 1985 SAR and Non-Qualified Stock Option Plan authorizes the grant
of stock incentives in the form of stock options and stock appreciation rights
to key service personnel of the Company. The total number of the Company's
shares that may be issued or transferred pursuant to stock incentives granted
under the plan, as amended, is 62,500 shares of common stock. No stock
incentives may be granted under this Plan after September 20, 1995. At December
31, 2002, there were options outstanding for 2,250 shares of common stock under
this plan.

There have been no transactions with respect to the Company's stock appreciation
rights during the years ended December 31, 2002 and 2001, nor are there any
stock appreciation rights outstanding at December 31, 2002 and 2001.

Transactions with respect to the Company's stock option plans for the years
ended December 31, 2002 and 2001 are as follows:

                                      F-15

<PAGE>

                                                                     WEIGHTED
                                                                      AVERAGE
                                                    NUMBER           EXERCISE
                                                   OF SHARES           PRICE
                                                   ---------         ---------
Outstanding at December 31, 2000                     982,550         $1.6339
     Granted                                         185,600          1.0088
     Forfeited                                      (400,800)         2.5179
                                                    --------

Outstanding at December 31, 2001                     767,350         $1.0210
     Granted                                         116,500          1.0000
     Forfeited                                      (153,600)         3.1781
     Exercised                                       (75,000)         0.0001
                                                    --------

Outstanding at December 31, 2002                     655,250         $0.6285
                                                    ========

As of December 31, 2002, there were 922,000 shares of common stock reserved for
the granting of additional options.

The following table summarizes information about the Company's stock options
outstanding at December 31, 2002:
<TABLE>
<CAPTION>

                                                OPTIONS OUTSTANDING                       OPTIONS EXERCISABLE
                                                      WEIGHTED
                                                       AVERAGE
                                                      REMAINING         WEIGHTED                       WEIGHTED
                                                     CONTRACTUAL         AVERAGE                        AVERAGE
       RANGE OF                     NUMBER              LIFE            EXERCISE         NUMBER        EXERCISE
    EXERCISE PRICES               OUTSTANDING        (IN YEARS)           PRICE        EXERCISABLE       PRICE
    ---------------               -----------  ---------------------    --------       -----------     ----------
<S>                               <C>          <C>                      <C>            <C>             <C>
 $0.0001 -  $1.7500                  605,000             5.86           $0.3862           1,000          $0.1020
 $2.1875 -  $4.5000                   50,250             7.02           $3.5457           1,250          $2.1875
                                     -------                            -------          ------

                                     655,250             5.95           $0.6285           2,250          $1.2606
                                     =======                                             ======
</TABLE>

The weighted average fair value at date of grant for options granted during 2002
and 2001 was $0.27 and $0.38 per option, respectively. The fair value of options
at date of grant was estimated using the Black-Scholes model with the following
weighted average assumptions:

                                                        YEARS ENDED DECEMBER 31,
                                                        ------------------------
                 ASSUMPTION                                 2002        2001
                 ----------                                 ----        ----
Risk-free interest rate                                     5.00%       5.13%
Dividend yield                                              0.00%       0.00%
Volatility factor                                           1.42        2.37
Weighted-average expected life of the option (years)          9           9

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

                                      F-16

<PAGE>

management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                           2002         2001
                                                       ----------     --------

Computer equipment and software                          $439,991     $419,881
Furniture and fixtures                                     54,322       54,322
Capitalized lease                                          42,416       29,030
                                                       ----------     --------
                                                          536,729      503,233
Accumulated depreciation and amortization                (375,038)    (270,730)
                                                       ----------     --------

                                                         $161,691     $232,503
                                                       ==========     ========


NOTE 8 - PROMISSORY NOTES

In December 2002, the Company entered into a Note Modification Agreement with
Market Guide Inc. ("MGI"), which modified the Consolidated Secured Promissory
Note that had been executed in July 2001. The prior promissory note consolidated
the two notes issued by CRM in January 1999, as part of the purchase of the
assets of MGI's CreditRisk Monitor credit information service. Pursuant to the
December 2002 Agreement, CRM issued a new Secured Promissory Note effective
January 1, 2003 with a face value of $812,672. The new note bears interest at
the rate of 9.5% per annum from January 1, 2003 and is payable in 84 equal
monthly installments of principal and interest of $13,282 each, commencing
January 31, 2003. In accordance with the terms of Emerging Issues Task Force
("EITF") Issue No. 96-19, Debtor's Accounting for a Modification or Exchange of
Debt Instruments, this transaction is not considered to result in a
substantially different debt instrument and as such no gain or loss was
recognized on this transaction. Accordingly, the Company was required to
discount the new note to yield an effective interest rate of 10.30% based on the
carrying value of the old debt instrument.

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

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

                                      F-17

<PAGE>

The principal maturities on this note subsequent to December 31, 2002 are as
follows:

YEAR ENDING
DECEMBER 31,                                                  AMOUNT
------------                                                 -------
2003                                                         $81,523
2004                                                          90,328
2005                                                         100,084
2006                                                         110,893
2007                                                         122,870
Thereafter                                                   286,940
                                                            ---------
                                                             792,638

Less current portion                                          81,523
                                                            ---------

                                                            $711,115
                                                            ========

NOTE 9 - DEFERRED COMPENSATION

Beginning January 20, 1999, the Company is compensating its President and Chief
Executive Officer at the rate of $150,000 per annum, of which $25,000 and
$25,000 were deferred in 2002 and 2001, respectively. This deferral is until
such time as the Company achieves cash flow breakeven or until the revised
promissory note issued in connection with the Company's acquisition of the
assets of CRM from MGI (see Note 8) has been paid in full, whichever occurs
sooner. The full amount of his compensation, including the deferred amount, is
reflected in the Company's financial statements.

NOTE 10 - LEASE COMMITMENTS

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

The Company also leases certain equipment under operating leases that expire
over the next two years. Rental expenses under operating leases were $103,015
and $104,071 for the years ended December 31, 2002 and 2001, respectively.

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

Future minimum lease payments for the capital lease and noncancelable operating
leases at December 31, 2002, are as follows:

                                      F-18

<PAGE>

<TABLE>
<CAPTION>

                                                                 CAPITAL LEASE   OPERATING
                                                                  OBLIGATION      LEASES
                                                                 -------------   ---------
<S>                                                                <C>           <C>
2003                                                               $12,955       $107,125
2004                                                                12,167         99,025
2005                                                                 2,903             --
                                                                   -------       --------

Total minimum lease payments                                        28,025       $206,150
                                                                                 ========
Less amounts representing interest                                   4,114
                                                                   -------

                                                                    23,911
Less current portion of capitalized lease obligation                10,652
                                                                   -------

Long-term capitalized lease obligation                             $13,259
                                                                   =======
</TABLE>


NOTE 11 - NET LOSS PER SHARE

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

                                                         2002          2001
                                                       ---------     ---------

Net loss                                              $ (252,916)    $ (618,725)
                                                      ==========     ==========

Basic average common shares outstanding                5,400,379      5,344,129
                                                      ==========     ==========

Net loss per share - basic and diluted                $    (0.05)    $    (0.12)
                                                      ==========     ==========

Potential common shares of 665,250 and 777,350 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, 2002 and 2001,
respectively, as inclusion of these shares would have been anti-dilutive.

                                      F-19