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, 2000

   [_] 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 number)

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

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

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

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

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

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

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

                                    Yes [X]  No [_]

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

State issuer's revenues for the most recent fiscal year. $2,118,724.

The  aggregate   market  value  of  the   Registrant's   common  stock  held  by
non-affiliates as of March 9, 2001 was $1,480,356. The Company's common stock is
traded on the OTC Electronic Bulletin Board.

There were  5,344,129  shares of common stock $.01 par value  outstanding  as of
March 9, 2001.

Documents incorporated by reference: None

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

<PAGE>

                                     PART I


ITEM 1. BUSINESS

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

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

     In September  1998 the Company paid $60,000 for an option (the "Option") to
purchase the assets of the CreditRisk  Monitor credit  information  service ("CM
Service") from Market Guide Inc.  ("MGI").  The Company  exercised the Option on
December 29, 1998 and completed the purchase of the CM Service assets  effective
January 19, 1999 for a purchase price of approximately $2.39 million,  including
the $60,000 paid for the Option.  The $1.23 million cash portion of the purchase
price  was  paid at  closing  and the  balance  is  represented  by two  secured
promissory notes, one for approximately  $100,000 and the other for $1.0 million
(together the "MGI Notes").  The $100,000 MGI Note, which bears interest at 8.5%
from the closing date, provides for the deferral of principal amortization until
February  2001.  The $1.0 million MGI Note bears  interest at 6% from July 2001,
and provides for the deferral of principal  amortization  until such date. After
the respective  deferrals,  both MGI Notes are then payable over 24 months.  The
MGI Notes are secured by a first priority  purchase  money security  interest on
substantially all of the assets of the Company.

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

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

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

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


                                       1
<PAGE>

reports,  at no  charge  through  December  31,  2000  and at  specified  prices
thereafter. The agreement is cancelable by the Company on 90 days' notice.

     MGI also  has  agreed  not to  market  credit  reports  that  are  targeted
specifically  to  corporate  credit  personnel,  or to advertise or promote such
products  in any  media  or trade  shows  which  are  targeted  specifically  to
corporate credit personnel,  for a period of five years. In addition,  for a two
year period,  MGI has agreed not to provide its data or information to any other
business for use in reports targeted specifically to corporate credit personnel,
including  a  specified  list  of  CRM  competitors  or  potential  competitors,
including The Dun & Bradstreet Corporation ("D&B").

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

     In July 2000,  the Company  announced  that it had entered into a letter of
intent with Graydon UK Ltd. to be a  re-distributor  of Graydon's  international
credit  reports in the United States for a ten-year  term. As part of this deal,
CRM assumed the  servicing of the  contracts of Graydon  America,  Inc.  Pending
completion of formal  contracts,  the Company has commenced the  re-distribution
and contract servicing arrangements.

     Graydon UK Ltd. is one of the leading  European  service  providers  in the
field of credit  management  and database  business  information.  It provides a
complete  package  of  high-quality   international   services  for  the  global
community,  to  facilitate  accomplishing  business  transactions  and to assure
payment  of  trade  debts.  It is owned by  three  of  Europe's  leading  credit
insurance organizations -- NCM, Coface and Hermes.

The CreditRiskMonitor Business

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

     The Company  believes  that CRM is the only totally  real-time  interactive
Internet-based  financial information and news service designed specifically for
corporate credit  professionals.  Its credit risk analysis service is the result
of management's experience in the


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<PAGE>

credit  industry  and  on-going   research  with  respect  to  corporate  credit
department  information  needs.  This has  enabled  CRM to  satisfy  the  credit
industry's requirements with the most timely,  technologically  advanced, lowest
cost credit  information  service  available.  CRM currently  monitors,  for the
purpose of credit evaluation,  approximately  9,700 U.S. public corporations and
through its recent  affiliation  with Graydon  approximately  20 million foreign
public and private companies.

     CRM  designs  its product for  corporate  credit  managers  who must decide
whether or not to ship their company's goods to their customers,  thus extending
credit on the  purchase.  If the  purchaser is unable to pay the account when it
comes due, the selling company can suffer  substantial  losses.  The decision to
ship or not to ship  may  have to be made  under  intense  time  pressure,  with
potentially   devastating  results  if  the  manager  has  inaccurate  or  stale
information.

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

     There is little hard data on CRM's  market:  The  National  Association  of
Credit Management has about 30,000 members,  but some industry observers believe
the number of U.S.  credit  managers or personnel  performing  this  function is
substantially  greater. There are numerous U.S. based companies that do not have
a specific  credit  function but still require credit  information.  Because our
sales  solicitation is by phone and Internet  demonstration  of the product,  an
untapped  global market also exists for foreign  companies  doing  business with
U.S. corporations and therefore need credit analysis of these U.S. corporations.
In addition,  many U.S. companies also sell to foreign companies and need credit
analysis of these foreign  buyers;  through the Graydon  arrangement CRM can now
supply these reports.  CRM started processing data on privately-owned  companies
during 2000 and began receiving fees from the sale of this data by a third-party
at the end of the year.  The Company  expects to broaden  this  private  company
database  and issue its own  reports  on private  companies  in the  future.  We
believe  that our  services  have a large  market  that has only been  minimally
penetrated.

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

     o    Low price.  The Company  believes  that the value of CRM's service far
          exceeds the $3,500 annual price to the  subscriber.  This price is low
          compared to the dollar value of the possible  loss of not getting paid
          and to the cost of competitive products.


                                       3
<PAGE>

     o    Counter-cyclical.  If the  economy  slows down or enters a  recession,
          general  corporate  credit risk will increase and the credit manager's
          function should rise in importance and  complexity.  Since the cost of
          our service is low compared to both the size of potential losses it is
          designed  to reduce  and to the cost of  competitive  services,  CRM's
          business and revenues should be counter-cyclical if growth in the U.S.
          economy  slows or declines.  Additionally,  products that allow credit
          managers to perform their jobs more efficiently and effectively should
          gain market share in any business environment.

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

     o    Profit  multiplier.  Some  of the  Company's  basic  costs  are  being
          reduced.  On a  broad  generic  basis,  computer  hardware,  software,
          communications  and  financial  data  prices are  coming  down for all
          buyers,  including  CRM. In addition,  CRM has automated a significant
          amount  of the  processes  used to create  and  deliver  its  service;
          therefore,  its  production  costs are  relatively  stable over a wide
          range of increasing  revenue.  Margins  increased faster than sales in
          2000 and should continue to do so in the future.

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

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

The Company's Goals

     o    Lowest cost provider.  CRM's  analysis and  preparation of data into a
          usable form is nearly  100%  computer  driven and minimum  incremental
          personnel  costs are  required  to  broaden  the  number of  companies
          analyzed.  CRM delivers all of its  information  to customers  via the
          Internet and there is a seamless interface between the preparation and
          delivery of a company  credit  report to a  subscriber.  Since 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


                                       4
<PAGE>

          increasing revenue.  CRM's cost structure is believed to be the lowest
          in its industry.

     o    Retain hedge  characteristics.  If the economy  slows down or enters a
          recession,  general corporate credit risk will increase and the credit
          manager's function should rise in importance and complexity. Since the
          cost of its  service  is low  compared  to both the size of  potential
          losses  it is  designed  to  reduce  and to the  cost  of  competitive
          services,  CRM's business and revenues should be  counter-cyclical  if
          growth in the U.S. economy growth slows or declines.

     o    International  penetration.  Foreign  companies  doing business in the
          U.S.  have  the same  need as  domestic  companies  for  CRM's  credit
          analysis of U.S. companies. Internationally, the Internet provides the
          same rapid and inexpensive  selling and  distribution of CRM's service
          as has been  achieved  domestically.  In addition,  CRM is now able to
          sell foreign company credit analysis to U.S.  companies as a result of
          its Graydon affiliation.

Important Business Considerations

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

                           PARTIAL LIST OF SUBSCRIBERS

================================================================================
AIWA America                           Maytag Appliances
--------------------------------------------------------------------------------
Bristol Myers Squibb                   Mitsubishi Electronics
--------------------------------------------------------------------------------
CIT Group                              Moen
--------------------------------------------------------------------------------
Coca Cola Enterprises                  Pepsico
--------------------------------------------------------------------------------
Colgate-Palmolive                      Pharmacia & Upjohn
--------------------------------------------------------------------------------
Compaq Computer                        Rexall Sundown
--------------------------------------------------------------------------------
Dow Chemical                           Rhone-Poulenc Rorer
--------------------------------------------------------------------------------
Fuji Photo Film                        Samsung Electronics America
--------------------------------------------------------------------------------
Georgia Pacific                        Schering Plough
--------------------------------------------------------------------------------
Johnson & Johnson                      Sharp Electronics
--------------------------------------------------------------------------------
Kellogg                                Sony Electronics
--------------------------------------------------------------------------------
Lexmark International                  Warner-Lambert
--------------------------------------------------------------------------------
M&M/Mars                               Yamaha Corp. of America
================================================================================


                                       5
<PAGE>

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

     o    Potentials for cost reductions.  The Company foresees  declining costs
          in some important expenses, which should increase net profits from its
          subscription  income  stream.  Computer  and  communication  costs are
          coming down regardless of the Company's management skills. The Company
          believes that the advent of Internet  delivery of telephone calls will
          further  reduce the cost per phone call over the next  several  years,
          and computer  costs per  transaction  should also continue to decline.
          The Company  further  believes that the base of renewal  business will
          grow larger each year and the Company pays lower sales commissions for
          renewals  than for new  sales.  All  these  naturally  occurring  cost
          reductions will be in addition to the cost reductions achieved through
          servicing more accounts over the Company's  in-place fixed costs,  and
          should  offset the  charges by MGI,  commencing  January 1, 2001,  for
          providing  financial data to CRM. Another potential for cost reduction
          is the Company's $9.9 million NOL  carryforwards  (expiring in varying
          amounts annually through 2020), which the Company believes,  should be
          available to shelter future taxable income.

Marketing and Sales

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

     To capture a significant percentage of the market for online public company
credit  information,  CRM  will  continue  to use the  Internet  as the  primary
mechanism for distributing its service.  To inform potential  subscribers  about
its  service,  CRM uses a  combination  of  direct  mail,  telemarketing,  print
advertising in various trade journals,  trade show  representation  and speaking
engagements before credit associations.

Employees

     As of March 9, 2001,  the Company had 27 employees of which 26 persons were
employed full time.  None of the Company's  employees is covered by a collective
bargaining  agreement.  The Company believes its


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<PAGE>

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

Net Operating Loss Carryforwards

     At  December  31,  2000,  the  Company  had NOL  carryforwards  aggregating
approximately  $9.9 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 of taxes for future taxable income of the Company,  if any.
Section 382 provides limits on the amount of a company's NOL carryforwards which
can be  applied  against  its  earnings  after  an  "ownership  change"  occurs.
Generally,  such a limit  is  determined,  with  respect  to the  amount  of NOL
carryforward  to which the limit applies,  by multiplying the company's value at
the time of the ownership change by the published  long-term tax exempt interest
rate.  The  resulting   amount  is  the  maximum  that  can  be  offset  by  NOL
carryforwards in any one year if an ownership change has occurred.  If, however,
an ownership  change occurs and during the  following  2-year period the Company
does  not  continue  its  historic  business,  no  NOL  carryforwards  would  be
available.

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

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

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

ITEM 2. 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 $7,787  during the  current  year and
increases of 3% per annum in subsequent


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<PAGE>

years, plus escalation for real estate taxes.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the Company's fiscal year ended December 31, 2000, either through the
solicitation of proxies or otherwise.


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<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  for  the  Common  Stock  as  reported  on the
over-the-counter market Bulletin Board Service for each calendar quarter of 1999
and 2000.  Such market  quotations  reflect  inter-dealer  prices without retail
mark-up,  mark-down  or  commission  and do  not  necessarily  represent  actual
transactions.

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

1999
       First Quarter                      $ 6.0000       $ 2.0000
       Second Quarter                     $10.0000       $ 4.5000
       Third Quarter                      $ 4.7500       $ 3.1250
       Fourth Quarter                     $ 5.0000       $ 1.2500


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

     On March 9, 2001, there were  approximately  479 registered  holders of the
Company's Common Stock.

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

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

Financial Condition, Liquidity and Capital Resources

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

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

     As previously  reported,  the Company issued to Flum Partners at the end of
1997 and in the first  quarter  of 1998 a total of $1.8  million  of cash,  plus
1,100,000 shares of its new Senior Preferred Stock  (convertible  into 3,598,299
shares of Common Stock) in payment of the


                                       9
<PAGE>

liquidation  preferences  and accrued  dividends on the Series A Preferred Stock
and Series B Preferred Stock.  This cash payment  effectively  dissipated all of
the Company's  liquid  assets as at the end of 1997 and the share  issuance gave
Flum Partners the right to own and vote 90% of the Company's  outstanding equity
shares.

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

     In order to  raise  funds to pay the  $1.23  million  cash  portion  of the
purchase price for the CM Service  assets,  the costs of the  acquisition and to
have sufficient working capital to continue to develop and run 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 Flum Partners
of its Senior  Preferred  shares into Common Stock on or about January 20, 1999,
resulted  in Flum  Partners  owning more than 72% of the  Company's  outstanding
Common Stock (which is its only equity security now outstanding)  after the 1999
Private Placement.

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

     At December  31, 2000,  the Company had cash,  cash  equivalents  and other
liquid assets of $1.22  million  compared to $1.42 million at December 31, 1999.
Working  capital was  approximately  ($166,000) at December 31, 2000 compared to
working capital of  approximately  $625,000 at December 31, 1999. The decline in
working  capital from  December 31, 1999 is due primarily to: (1) an increase in
deferred revenue,  as the result of the Company's  growing  subscriber base, (2)
the  use  of  cash  to  fund  the  Company's   operating   loss,   and  (3)  the
reclassification  of $274,000 of long-term  debt at December 31, 1999 to current
as of  December  31,  2000.  The  Company  has no bank  lines of credit or other
currently available credit sources.

     For the year ended  December 31, 2000,  the Company  reported that net cash
used in  operating  activities  was $78,000  compared to $477,000  for the prior
year.  The  Company  expects to reach  cash flow  breakeven  status,  after debt
service, during 2001. Should this expectation not


                                       10
<PAGE>

be realized,  the Company believes that it has sufficient  resources to meet its
working capital and capital  expenditure needs,  including debt service,  for at
least the next 13 months.

     The  purchase of the CM Service  business in January 1999  transformed  the
Company into an operating  company with revenues from  operations  and increased
its employee base from 1 employee in 1998 to 26 full time  employees as of March
9, 2001.

Results of Operations

     2000 vs. 1999 and 1999 vs. 1998

     Operating  revenues for fiscal 2000 increased 68% to $2.12 million compared
to $1.26 million for fiscal 1999. This increase was primarily due to an increase
in the number of subscribers  to the Company's  subscription  service,  revenues
from the management of the former  Graydon  America  credit  reporting  business
during fiscal 2000 and the selling of  advertising  space on its web site during
fiscal 2000.

     Data and product costs were approximately  $769,000 and $687,000 for fiscal
2000 and fiscal 1999,  respectively.  The dollar  increase was  primarily due to
higher  salary and  related  employee  benefits  resulting  from an  increase in
headcount as the Company added  personnel to deliver its expanded  product line.
The Company is  currently  tracking in excess of 9,700 public  companies  versus
less than 8,000  companies at the end of the 1999.  As a percentage of operating
revenues,  data and product  costs  decreased to 36% for fiscal 2000 compared to
55% for fiscal 1999, due to the Company's growing revenue base.

     Selling,  general and  administrative  expenses  for fiscal 2000 and fiscal
1999 were  approximately  $1.92  million and $1.50  million,  respectively.  The
dollar increase was primarily due to an increase in headcount as the Company has
added  salespeople and customer support  personnel over the past 12 months. As a
percent of operating  revenues,  selling,  general and  administrative  expenses
decreased to 90% for fiscal 2000  compared to 120% for fiscal  1999,  due to the
Company's growing revenue base.

     Depreciation  and  amortization  increased  to  approximately  $214,000 for
fiscal 2000  compared to $167,000 for fiscal 1999.  This  increase was primarily
due to higher  depreciation  expense  related  to the  acquisition  of  computer
equipment and other fixed assets during the last 12 months.

     The Company incurred net losses of approximately ($809,000), or ($0.15) per
share, and ($1.25  million),  or ($0.23) per share, for the years ended December
31, 2000 and 1999, respectively. Included in the year-to-date results for fiscal
1999 is a write-off  of  approximately  $134,000  representing  a portion of the
purchase  price paid for the CRM assets  allocated  to  in-process  research and
development projects that had not reached  technological  feasibility and had no
probable alternative future uses as of the date of the purchase.

     The Company  terminated its business as a food  manufacturer on


                                       11
<PAGE>

October 22, 1993, when it sold its operations in the Asset Sale. It conducted no
operations during the fiscal year ended December 31, 1998. Net loss for the year
ended  December  31,  1998 was  approximately  ($23,000),  or ($0.06) per share,
reflecting  selling,  general and administrative  expenses in excess of interest
and dividend income.

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

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

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

Federal Tax Considerations

     The Company has available net operating loss  carryforwards  ("NOLs") which
may be used to reduce its  Federal  income tax  liability.  However,  provisions
contained in the Internal Revenue Code of 1986, as


                                       12
<PAGE>

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 June 1999, the Financial  Accounting Standards Board (the "FASB") issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 137,  Accounting for
Derivative  Instruments and Hedging Activities.  SFAS No. 137 is an amendment to
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS
No. 137  establishes  accounting  and  reporting  standards  for all  derivative
instruments and is effective for fiscal years beginning after June 15, 2000. The
Company does not currently have any derivative instruments and, accordingly, the
adoption  of SFAS No.  137 on  January  1,  2001 did not have an  impact  on its
financial position or results of operations or require any cumulative adjustment
for a change in accounting principles.

     In September  2000, the FASB issued SFAS No. 140,  Accounting for Transfers
and  Servicing of Financial  Assets and  Extinguishment  of  Liabilities  ("SFAS
140").  SFAS 140 is a replacement of SFAS No. 125. SFAS 140 provides  accounting
and reporting  standards  for  transfers  and servicing of financial  assets and
extinguishment  of liabilities  occurring  after March 31, 2001. The Company has
evaluated  this standard and has concluded  that the provisions of SFAS 140 will
not  have  a  significant  effect  on  its  financial  position  or  results  of
operations.

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


                                       13
<PAGE>

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

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

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

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

     o    If CRM is  unable to  continue  its  affiliation  with  Graydon  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 Notes,
          it would be in default under the terms thereof, which would permit the
          holders of such Notes 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.


                                       14
<PAGE>

     o    CRM cannot  assure that Market  Guide will  continue to supply data on
          current  terms  or that CRM will be able to  establish  new or  extend
          current vendor relationships to ensure acquisition of data in a timely
          and  efficient  manner  and on  acceptable  commercial  terms.  If the
          Company is unable to develop and maintain relationships with suppliers
          that  would  allow it to  obtain  sufficient  quantities  of  reliable
          information on acceptable  commercial terms, such inability could have
          a material adverse effect on the Company.

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

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

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

     o    CRM  does  not  currently   have  any  issued  patents  or  registered
          copyrights, and its technology may be misappropriated by others. 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-18 (inclusive) of this Report on Form 10-KSB.

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

     Clifton Gunderson L.L.C.  ("Clifton  Gunderson") was previously  engaged as
the principal  accountant to audit the  Registrant's  financial  statements  and
resigned on August 30, 2000. Clifton


                                       15
<PAGE>

Gunderson's report on the Registrant's consolidated financial statements for the
prior two years contained no adverse opinion or a disclaimer of opinion, nor was
it  qualified  or  modified  as  to  uncertainty,   audit  scope  or  accounting
principles.  During  these  prior two fiscal  years and any  subsequent  interim
period preceding such resignation,  there were no disagreements  with the former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure.

     Effective  October  26,  2000,  the Company  engaged  Arthur  Andersen  LLP
("Arthur Andersen") as its independent public accountants to audit its financial
statements for the year ending December 31, 2000.



                                       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                 60      Chairman of the                         1983
                                       Board/President/
                                       Chief Executive Officer
------------------------------------------------------------------------------------------
Joseph L. DeMartino            37      Senior Vice President/Chief       September 1, 1999
                                       Operating Officer
------------------------------------------------------------------------------------------
Lawrence Fensterstock          50      Senior Vice President/Chief       January 20, 1999
                                       Financial Officer/
                                       Secretary
------------------------------------------------------------------------------------------
Richard J. James               61      Director                                1992
------------------------------------------------------------------------------------------
Leslie Charm                   57      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.  Since 1995,  Mr.
Flum has been Chairman of the Board of China  Capital  Corp.,  a  privately-held
consulting and management company headquartered in Bethesda, Maryland. From 1968
to 1985, Mr. Flum was in the investment  business as an  institutional  security
analyst,  research and sales partner at an investment firm and then as a general
partner of a private  investment pool.  Before entering the investment  business
Mr. Flum practiced law, helped manage a U.S.  congressional  campaign and served
as a legal and legislative  aide to a U.S.  congressman.  Mr. Flum received a BS
degree in  Business  Administration  from  Babson  College  and a JD degree from
Georgetown University Law School.

     Joseph  DeMartino  joined the firm as Chief Operating  Officer in September
1999. Previously,  he was Chief Operating Officer of Market Guide Inc. from 1998
until its merger with Multex, Inc. in the third quarter of 1999. While at Market
Guide,  Mr.  DeMartino was responsible for managing many facets of its business,
including the CreditRisk  Monitor  division.  Prior to joining Market Guide, Mr.
DeMartino was Vice President,  Account  Management for ADP's Brokerage  Services
Division  from 1993 to 1998.  He began  his  career  at  International


                                       17
<PAGE>

Business Machines as a Marketing Representative in their Wall Street offices. He
holds a BA in Computer Science from CUNY Queens College.

     Lawrence  Fensterstock  became an  employee  and was elected to his current
offices  in  January  1999.  He joined  Information  Clearinghouse  Incorporated
("ICI")  in  1993  and was  closely  involved  in the  formation  of its  credit
reporting  service.  In addition to being responsible for the publication of the
various  facets of the 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.

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

     Leslie  Charm has been,  since  1972,  a partner in the firm of  Youngman &
Charm,  a  firm  specializing  in  assisting  companies  that  are  experiencing
operating  and/or  financial  problems  and also  advises  entrepreneurs  in the
growing of companies.  From 1989 to the present,  he has been a director of Moto
Photo, Inc., a publicly-held  international  franchisor of imaging centers.  Mr.
Charm is an adjunct professor in  entrepreneurial  finance at Babson College and
is a graduate of the Harvard Business School

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


                                       18
<PAGE>

except that the Board may remove any officer at any time.

The Audit Committee

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

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

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

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

     o    to review the Registrant's financial statements; and

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

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

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  2000,   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 executive officer and all
other  executive  officers  of the Company as of the end of the  Company's  last
fiscal year.


                                       19
<PAGE>

<TABLE>
<CAPTION>
=============================================================================================================
                                           SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------
                                  Annual Compensation(2)                  Long-Term Compensation
-------------------------------------------------------------------------------------------------------------
                                                               Number of Securities
   Name and Principal Position       Year         Salary        Underlying Options     All Other Compensation
-------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>                      <C>                       <C>
Jerome S. Flum, Chairman,          2000      $ 60,000(1)                 --                     None
President and Chief Executive      1999      $ 57,500(1)                 --                     None
Officer                            1998      $    -0-                 150,000                   None
-------------------------------------------------------------------------------------------------------------
Joseph L. DeMartino, Senior Vice   2000      $120,114                  15,000                   None
President                          1999      $ 40,311                 130,000                   None
                                   1998          N/A                     --                      N/A
-------------------------------------------------------------------------------------------------------------
Lawrence Fensterstock, Senior      2000      $145,745                    --                     None
Vice President                     1999      $140,582                    --                     None
                                   1998          N/A                  150,000                    N/A
=============================================================================================================
</TABLE>

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

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

Directors' Fees

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

Compensation Pursuant to Stock Option Plans

     The following  table sets forth all stock options  granted to the Company's
executive officers during the last fiscal year.


                                       20
<PAGE>

<TABLE>
<CAPTION>
==========================================================================================================
                                OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
----------------------------------------------------------------------------------------------------------
                                                    Individual Grants
----------------------------------------------------------------------------------------------------------
                                                     Percent of Total
                             Number of Securities   Options Granted to     Exercise or
                             Underlying Options    Employees in Fiscal     Base Price     Expiration
        Name                     Granted (#)               Year              ($/Sh)          Date
----------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                 <C>         <C>
Joseph L. DeMartino                 5,000                 4.73%               $9.00       3/03/2010
                                   10,000                 9.47%               $3.50       9/05/2010
==========================================================================================================
</TABLE>

(1) No stock  appreciation  rights  were  granted to the  executive  officers in
fiscal 2000.

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

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

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


                                       21
<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          -0-           -0-            -0-           150,000           -0-           $224,984
---------------------------------------------------------------------------------------------------------------
Joseph L. DeMartino     -0-           -0-            -0-           145,000           -0-             -0-
---------------------------------------------------------------------------------------------------------------
Lawrence                -0-           -0-            -0-           150,000           -0-           $224,985
Fensterstock
===============================================================================================================
</TABLE>

(1)  Represents  the amount by which the  closing  price on  December  29,  2000
($1.50) exceeded the exercise prices of unexercised options.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT

     The following  table sets forth as of March 9, 2001  information  regarding
the beneficial  ownership of the Company's voting  securities (i) by each person
who is known to the  Company  to be the owner of more than five  percent  of the
Company's  voting  securities,  (ii)  by  each of the  Company's  directors  and
executive  officers,  and (iii) by all directors  and executive  officers of the
Company as a group.  Except as indicated in the following notes, the owners have
sole voting and investment power with respect to the shares:

=========================================================================
                                                         Percentage of
                                  Number of Shares        Outstanding
         Name                    of Common Stock(1)       Common Stock
-------------------------------------------------------------------------
Flum Partners(2)                    3,797,128(3)             71.04%
-------------------------------------------------------------------------
Jerome S. Flum                    3,910,353(4)(5)            73.16%
-------------------------------------------------------------------------
Joseph L. DeMartino                     39,500               -----*
-------------------------------------------------------------------------
Richard J. James                         1,000               -----*
-------------------------------------------------------------------------
Leslie Charm                             1,000               -----*
-------------------------------------------------------------------------
All directors and officers        3,951,853(4)(5)            73.93%
(as a group (5 persons))
=========================================================================

*less than 1%


                                       22
<PAGE>

(1) Does not give effect to (a) options to purchase  150,000  shares  granted to
Mr. Flum pursuant to the 1992  Incentive  Stock Option Plan of the Company,  (b)
options to purchase  736,300  shares of Common Stock  granted to 20 officers and
employees pursuant to the 1998 Long Term Incentive Plan of the Company,  and (c)
options to purchase an aggregate of 36,000  shares  granted to each of the other
directors.  All of the foregoing options are not exercisable  within sixty days.
Includes  2,000 shares of Common Stock issued to Flum Partners in  consideration
of loans to the  Company.  Includes  options to purchase  1,000 shares of Common
Stock granted to a non-employee director which are immediately exercisable.

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

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

(4) Includes  3,797,128 shares owned by Flum Partners,  of which Mr. Flum is the
sole general partner, which are also deemed to be beneficially owned by Mr. Flum
because of his power,  as sole general  partner of Flum Partners,  to direct the
voting of such shares held by the  partnership.  Mr. Flum  disclaims  beneficial
ownership of the shares owned by Flum Partners.  The 3,910,353  shares of Common
Stock, or 73.16% of the outstanding shares of Common Stock (giving effect to the
Senior  Preferred Stock Conversion and the issuance of stock to Investors in the
1999  Private  Placement)  may also be  deemed  to be  owned,  beneficially  and
collectively, by Flum Partners and Mr. Flum, as a "group", within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act").
Does not include  options to purchase  150,000  shares granted to Mr. Flum under
the 1992 Incentive Stock Option Plan.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships

     None.

Related Party Transactions

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


                                       23
<PAGE>

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

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

     3(i)A -   Copy  of  the   Company's   Amended  and  Restated   Articles  of
               Incorporation dated as of May 7, 1999. (10)

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

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

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

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

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

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

     10-A  -   Copy of Company's 1992 Stock Option Plan. (6)

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

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

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

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

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

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

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

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

     10-J  -   Letter  Agreement dated May 17, 1999 by and between Flum


                                       24
<PAGE>

               Partners and the Company. (10)

     16        Letter dated September 5, 2000 from Clifton Gunderson L.L.C. (11)

     21    -   Subsidiaries of the Company.

(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  Registration  Statement  on Form S-8
     (File No.  33-17446)  filed  October  25, 1989 and  incorporated  herein by
     reference thereto.

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

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

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

(7)  Filed as an Exhibit to  Registrant's  Annual  Report on Form 10-KSB for the
     fiscal year ending  December 31, 1997 (File No.  0-10825) and  incorporated
     herein by reference.

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

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

(10) 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.

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


                        DOCUMENTS AVAILABLE UPON REQUEST

     Exhibit 21 is filed with this Form  10-KSB.  All other  exhibits  indicated
above are available upon request and payment of a reasonable  fee  approximating
the Company's cost of providing and mailing the exhibits by writing to:

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

(b)  Reports on Form 8-K

     A Current  Report on Form 8-K, dated October 26, 2000, was filed on October
27, 1999,  regarding the engagement of Arthur  Andersen LLP as the  Registrant's
independent public accountants to audit its


                                       25
<PAGE>

financial statements for the year ending December 31, 2000.



                                       26
<PAGE>

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



                                                                            PAGE

REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS                                   F-2


FINANCIAL STATEMENTS

         Consolidated Balance Sheets - December 31, 2000 and 1999           F-4

         Consolidated Statements of Operations - Years Ended
              December 31, 2000 and 1999                                    F-5

         Consolidated Statements of Stockholders' Equity
              (Deficit) - Years Ended December 31, 2000 and 1999            F-6

         Consolidated Statements of Cash Flows - Years Ended
              December 31, 2000 and 1999                                    F-7

         Notes to Consolidated Financial Statements -
              December 31, 2000 and 1999                                    F-8



                                      F-1
<PAGE>

                    Report of Independent Public Accountants


To CreditRiskMonitor.com, Inc.:

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

We conducted our audit 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 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  subsidiaries  as of December 31, 2000, 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.


ARTHUR ANDERSEN LLP


Melville, New York
February 27, 2001


                                      F-2
<PAGE>

                    Report of Independent Public Accountants


To CreditRiskMonitor.com, Inc.:

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

We conducted our audit in accordance with generally accepted auditing standards.
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  subsidiaries  as of December 31, 1999, and the
results of their  operations  and their cash flows for the year then  ended,  in
conformity with generally accepted accounting principles.


CLIFTON GUNDERSON L.L.C.


Peoria, Illinois
January 26, 2000


                                      F-3
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                                                  2000                1999
                                                                                  ----                ----
<S>                                                                          <C>                <C>
ASSETS
Current assets:
     Cash and cash equivalents                                               $  1,215,197       $  1,421,885
     Accounts receivable, net of allowance of $32,500                             662,304            575,048
     Other current assets                                                          28,358             15,798
                                                                             ------------       ------------
         Total current assets                                                   1,905,859          2,012,731

Property and equipment, net                                                       293,357            316,999
Goodwill, net                                                                   2,068,868          2,183,275
Prepaid and other assets                                                           73,638             21,075
                                                                             ------------       ------------
         Total assets                                                        $  4,341,722       $  4,534,080
                                                                             ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Deferred revenue                                                        $  1,660,431       $  1,263,145
     Accounts payable                                                              45,856             23,388
     Accrued expenses                                                              85,490             97,366
     Current portion of long-term debt                                            274,338               --
     Current portions of capitalized lease obligation                               5,258              4,070
                                                                             ------------       ------------
         Total current liabilities                                              2,071,373          1,387,969
                                                                             ------------       ------------
Long-term debt, net of current portion:
     Secured promissory note, net of unamortized discount
         of $82,762 and $167,643, respectively                                    693,758            832,357
     Promissory note                                                               64,606            106,087
     Capitalized lease obligation                                                  18,468             19,990
                                                                             ------------       ------------
                                                                                  776,832            958,434
Deferred rent payable                                                               5,850                467
Deferred compensation                                                             186,667             86,250
                                                                             ------------       ------------
         Total liabilities                                                      3,040,722          2,433,120
                                                                             ------------       ------------
Stockholders' equity:
     Preferred stock, $.01 par value.  Authorized
         5,000,000 shares; none issued and outstanding                               --                 --
     Common stock, $.01 par value.  Authorized 25,000,000
         shares; issued and outstanding 5,344,129 and
         5,341,129 shares, respectively                                            53,441             53,411
     Additional paid-in capital                                                27,201,912         27,192,567
     Accumulated deficit                                                      (25,954,353)       (25,145,018)
                                                                             ------------       ------------
         Total stockholders' equity                                             1,301,000          2,100,960
                                                                             ------------       ------------
         Total liabilities and stockholders' equity                          $  4,341,722       $  4,534,080
                                                                             ============       ============
</TABLE>

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


                                      F-4
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                2000              1999
                                                                ----              ----
<S>                                                         <C>               <C>
Operating revenues                                          $ 2,118,724       $ 1,259,019

Operating expenses:
     Data and product costs                                     769,362           686,517
     Selling, general and administrative expenses             1,917,162         1,504,829
     Depreciation and amortization                              214,035           167,250
                                                            -----------       -----------
         Total operating expenses                             2,900,559         2,358,596
                                                            -----------       -----------
Loss from operations                                           (781,835)       (1,099,577)
Other income                                                     73,526            66,244
Interest expense                                                (96,895)          (82,153)
Write-off of intangible assets                                     --            (134,076)
Loss on sales of fixed assets                                      --              (3,191)
                                                            -----------       -----------
Loss before income taxes                                       (805,204)       (1,252,753)
Provision (benefit) for state and local
     income taxes                                                 4,131               (55)
                                                            -----------       -----------
Net loss                                                    $  (809,335)      $(1,252,698)
                                                            ===========       ===========

Net loss per share
     Basic and diluted                                      $     (0.15)      $     (0.23)
                                                            ===========       ===========
</TABLE>

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


                                      F-5
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     Years Ended December 31, 2000 and 1999

<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,
  1998                               399,830       $      3,998       $ 22,818,930       $(23,892,300)       $ (1,069,372)

Net loss                                --                 --                 --           (1,252,698)         (1,252,698)
Conversion of redeemable
  convertible voting
  senior preferred
  stock                            3,598,299             35,983          1,064,017               --             1,100,000
Proceeds from private
  offering, net of
  offering expenses                1,300,000             13,000          3,180,553               --             3,193,553
Proceeds from issuance
  of common stock                     42,000                420            128,975                (20)            129,375
Proceeds from exercise
  of stock options                     1,000                 10                 92               --                   102
                                   ---------       ------------       ------------       ------------        ------------
Balance December 31,
  1999                             5,341,129             53,411         27,192,567        (25,145,018)          2,100,960

Net loss                                --                 --                 --             (809,335)           (809,335)
Issuance of common
  stock for services
  rendered                             3,000                 30              9,345               --                 9,375
                                   ---------       ------------       ------------       ------------        ------------
Balance December 31,
  2000                             5,344,129       $     53,441       $ 27,201,912       $(25,954,353)       $  1,301,000
                                   =========       ============       ============       ============        ============
</TABLE>

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


                                      F-6
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                            2000             1999
                                                                                            ----             ----
<S>                                                                                    <C>              <C>
Cash flows from operating activities:
     Net loss                                                                          $  (809,335)     $(1,252,698)
                                                                                       -----------      -----------
     Adjustments to reconcile net loss to net cash used
         in operating activities:
              Goodwill amortization                                                        114,407          104,874
              Depreciation                                                                  99,628           62,376
              Issuance of common stock for services rendered                                 9,375             --
              Write-off of intangible assets                                                  --            134,076
              Deferred compensation                                                        100,417           86,250
              Amortization of debt discount                                                 84,881           73,970
              Deferred interest expense                                                      9,377            7,925
              Deferred rent                                                                  5,383              467
              Loss on sale of fixed assets                                                    --              3,191
     Change in operating assets and liabilities, net of effect of purchase of
         assets of Market Guide Inc.:
              Accounts receivable, net                                                     (87,256)        (166,570)
              Other current assets                                                         (12,560)         (15,799)
              Deferred revenue                                                             397,286          466,792
              Accounts payable                                                              22,468           17,479
              Accrued expenses                                                              18,204          (30,766)
              Other current liabilities                                                    (30,080)          31,324
                                                                                       -----------      -----------
                  Total adjustments                                                        731,530          775,589
                                                                                       -----------      -----------
Net cash used in operating activities                                                      (77,805)        (477,109)
                                                                                       -----------      -----------
Cash flows from investing activities:
     Purchase of assets of Market Guide Inc.,
         net of debt issued                                                                   --         (1,273,547)
     Purchase of fixed assets                                                              (71,863)        (142,467)
     Proceeds from sale of fixed assets                                                       --                500
     Increase in prepaid and other assets                                                  (52,563)         (21,075)
                                                                                       -----------      -----------
Net cash used in investing activities                                                     (124,426)      (1,436,589)
                                                                                       -----------      -----------
Cash flows from financing activities:
     Proceeds from private offering, net of
       offering expenses                                                                      --          3,193,553
     Proceeds from issuance of common stock                                                   --            129,375
     Payments on capital lease obligation                                                   (4,457)            (847)
     Proceeds from exercise of stock options                                                  --                102
                                                                                       -----------      -----------
Net cash (used in) provided by financing activities                                         (4,457)       3,322,183
                                                                                       -----------      -----------
Net (decrease) increase in cash and cash equivalents                                      (206,688)       1,408,485
Cash and cash equivalents at beginning of year                                           1,421,885           13,400
                                                                                       -----------      -----------
Cash and cash equivalents at end of year                                               $ 1,215,197      $ 1,421,885
                                                                                       ===========      ===========

Supplemental disclosure of cash flow information:
     Cash paid during the year for income taxes                                        $     4,511      $      --
                                                                                       ===========      ===========
Non-cash investing and financing activities:
     Issuance of debt in connection with purchase of
         assets of Market Guide Inc.:
              Secured Promissory Note                                                         --            758,386
              Promissory Note                                                                 --             98,162
</TABLE>

     A capital lease obligation of $24,907 was incurred during 1999 when the
     Company entered into a lease for new equipment.

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


                                      F-7
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

In July 2000,  the Company  entered into a Letter of Intent with Graydon UK Ltd.
("Graydon") to be their sole  re-distributor of Graydon's  international  credit
reports in the United States.  As part of the  transaction,  the Company assumed
the  servicing  of  current  contracts  of a Graydon  related  company,  Graydon
America, Inc., for which the Company is receiving a monthly management fee.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make estimates and  assumptions.
These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  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.  These  leases are  amortized  on the
straight-line  method  over  their  primary  term.  Estimated  useful  lives are
generally as follows:  fixtures and  equipment--3  to 6 years;  and  capitalized
leases--5 years.


                                      F-8
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


Goodwill

Goodwill resulting from business acquisitions  represents the excess of purchase
price over fair  value of net assets  acquired  and is being  amortized  over 20
years  using  the  straight-line  method.  The  carrying  value of  goodwill  is
evaluated periodically for impairment.  Any impairment loss is recognized in the
period when it is determined  that the carrying value of the goodwill may not be
recoverable. Accumulated amortization at December 31, 2000 and 1999 was $219,281
and $104,874,  respectively.  Amortization expense was $114,407 and $104,874 for
the years  ended  December  31,  2000 and  1999,  respectively.  If the  Company
identifies a permanent impairment such that the carrying amount of the Company's
enterprise  level goodwill is not  recoverable  using the sum of an undiscounted
cash  flow  projection,  a new  cost  basis  for  the  impaired  asset  will  be
established. This new cost basis will be net of any recorded impairment.

Long-Lived Assets

In accordance  with SFAS No. 121,  Accounting  for the  Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be Disposed  of, the  Company  reviews its
long-lived  assets for impairment  whenever  events or changes in  circumstances
indicate  that  the  carrying  amounts  of the  assets  may not be  recoverable.
Furthermore,  the assets are  evaluated for  continuing  value and proper useful
lives by comparison to expected future cash projections.

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


                                      F-9
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


revenue and reflected in operating  revenues as used over the subscription term,
which is generally one year.

The  Company  is  receiving  a  monthly  management  fee  through  July 2002 for
servicing of current  contracts of a Graydon related  company,  Graydon America,
Inc. Revenue is recognized monthly over the life of the arrangement.

Income (Loss) Per Share

Income  (loss)  per share is  computed  under the  provisions  of  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 128, Earnings Per Share.  Amounts
reported  as income  (loss)  per  share for each of the two years in the  period
ended December 31, 2000 reflect the income (loss)  available to stockholders for
the year divided by the weighted average of common shares outstanding during the
period (Note 10).

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. As such, compensation expense for employees and directors would
be  recorded  on the  date of  grant  only if the  current  market  price of the
underlying stock exceeded the exercise price.

Fair Value of Financial Instruments

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

Comprehensive Income

The Company adheres to the provisions of SFAS No. 130,  Reporting  Comprehensive
Income.  This pronouncement  establishes  standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains, and losses).
The statement  requires that all items that are required to be recognized  under
accounting


                                      F-10
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


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 statement of financial position. For the
years ended  December  31, 2000 and 1999,  there were no items that gave rise to
comprehensive income.

Segment Information

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

Recently Issued Accounting Standards

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting for Derivative  Instruments  and Hedging  Activities.  This statement
establishes  accounting  and  reporting  standards for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging activities.  SFAS No. 133 is effective for all fiscal quarters of fiscal
years  beginning  after June 15,  2000 (as amended by SFAS No. 137) and will not
require  retroactive  restatement  of prior period  financial  statements.  This
statement  requires the  recognition  of all  derivative  instruments  as either
assets or liabilities  in the balance sheet  measured at fair value.  Derivative
instruments  will be recognized  as gains or losses in the period of change.  If
certain  conditions are met where the derivative  instrument has been designated
as a fair  value  hedge,  the hedged  item may also be marked to market  through
earnings thus creating an offset. If the derivative is designed and qualifies as
a cash flow hedge, the changes in fair value of the derivative instrument may be
recorded in  comprehensive  income.  The Company  presently does not make use of
derivative instruments.

Reclassifications

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


                                      F-11
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


NOTE 3 - PURCHASE OF CREDITRISK MONITOR AND CAPITAL TRANSACTIONS

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

On January 19, 1999, the Company  exercised its option to purchase the assets of
CRM. The assets purchased included customer contracts,  receivables,  equipment,
software,  and  intangibles.  The net present  value of the  purchase  price was
approximately  $2.15  million  (inclusive  of the $60,000  paid for the Purchase
Option in September  1998),  of which $1.23  million was paid at closing and the
balance  of  which is  represented  by two  secured  promissory  notes  (one for
approximately  $100,000 and the other for $760,000,  net of $240,000  discount -
see Note 7 for details).

Concurrently,  the Company  completed a private placement of 1,300,000 shares of
its common stock to approximately 25 "accredited  investors" at a purchase price
of $2.50 per share, for gross proceeds of $3.25 million.  The proceeds from this
offering  were used to finance the cash portion of the CRM  acquisition  and the
remainder will be used for future working capital needs.  These  securities were
subsequently  registered  under a  Registration  Statement on Form SB-2 declared
effective  by the  Securities  and  Exchange  Commission  on May  17,  1999.  In
connection  with this offering the Company  issued 10,000  warrants - see Note 5
for details.

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

This  acquisition  was  accounted for using the purchase  method of  accounting.
Accordingly,  a portion of the purchase  price was allocated to net tangible and
intangible  assets acquired based on their estimated fair values.  A portion was
also  allocated to in-process  research and  development  projects which had not
reached technological


                                      F-12
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


feasibility and had no probable  alternative future uses. This amount ($134,076)
was  written-off in the first quarter of 1999. The balance of the purchase price
was recorded as goodwill, and is being amortized over 20 years.

NOTE 4 - 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, 2000, the Company had NOL carryforwards of approximately
$9,892,000,  which expire  through 2020.  In 2000 and 1999,  because the Company
cannot be certain of future  utilization of the NOL  deduction,  the Company has
recorded a full valuation allowance for the related deferred tax asset.

As of December  31, 2000 and 1999,  the Company has a net  deferred tax asset of
$3,408,406 and $4,383,628,  respectively, primarily generated from the treatment
of net operating loss carryforwards and deferred  compensation.  No deferred tax
benefit  has been  recorded  and a full  valuation  allowance  has been  charged
against the related deferred tax assets because the Company cannot be certain of
future utilization of the deferred tax assets.

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

Common Stock

At December 31, 2000,  982,550 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.

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,  2000,  there were
options outstanding for 830,300 shares of common stock under this plan.


                                      F-13
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


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

The Company's 1992 Incentive Stock Option Plan authorizes the grant of incentive
stock  options to employees of the  Company.  The exercise  price of each option
shall not be less than the fair market  value of the common stock at the date of
grant.  The  total  number  of  the  Company's  shares  that  may be  issued  or
transferred  pursuant to options  granted under the Incentive Stock Option Plan,
as amended,  is 150,000 shares of common stock. At December 31, 2000, there were
150,000 options  outstanding for shares of common stock under this plan, none of
which are currently exercisable.  75,000 become exercisable on January 19, 2002.
The remaining  75,000  options  become  exercisable  on this date subject to the
Company attaining certain specified gross revenue and pre-tax margin objectives,
unless  such  objectives  are  modified in the sole  discretion  by the Board of
Directors.  No  modifications  to these  criteria have been made.  These options
expire on August 25, 2003. No option may be exercised  unless the holder is then
an employee of the Company,  provided that such exercise may be made for no more
than three months  following  termination  of employment or one year after death
while being  employed.  No options may be granted under this plan after June 12,
2002.

The Company's 1985 SAR and Non-Qualified  Stock Option Plan authorizes the grant
of stock incentives in the form of stock options and stock  appreciation  rights
to key service  personnel  of the  Company.  The total  number of the  Company's
shares that may be issued or transferred  pursuant to stock  incentives  granted
under  the  plan,  as  amended,  is 62,500  shares  of  common  stock.  No stock
incentives may be granted under this Plan after  September 20, 1995. At December
31, 2000, 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,  2000 and 1999,  nor are there any
stock appreciation rights outstanding at December 31, 2000 and 1999.

Transactions  with  respect to the  Company's  stock  option plans for the years
ended December 31, 2000 and 1999 are as follows:


                                      F-14
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


                                                                    Weighted
                                                                    Average
                                                       Number       Exercise
                                                     of Shares       Price
                                                      -------       --------
Outstanding at December 31, 1998                      755,750       $ 0.0040
     Granted                                          274,300         4.6942
     Forfeited                                        (55,000)        0.0001
     Exercised                                         (1,000)        0.1020
                                                      -------       --------

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

Outstanding at December 31, 2000                      982,550       $ 1.6339
                                                      =======       ========

As of December 31, 2000,  there were 669,700 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, 2000:

<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 - $ 1.8750                  625,600             6.02           $0.0060           1,000          $0.1020
$ 2.1875 - $ 4.5000                  234,850             9.00           $3.4587           1,250          $2.1875
$ 5.5000 - $10.1250                  122,100             8.22           $6.4650             --               --
                                     -------             ----           -------           -----          -------
                                     982,550             7.00           $1.6339           2,250          $1.2606
                                     =======                                              =====
</TABLE>

The weighted average fair value at date of grant for options granted during 2000
and 1999 was $1.78 and $2.35 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                                     2000         1999
           ----------                                     ----         ----

Risk-free interest rate                                   5.86%        5.80%
Dividend yield                                            0.00%        0.00%
Volatility factor                                         1.23         1.64
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


                                      F-15
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


traded  options,  and because  changes in the subjective  input  assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
its employee stock options.

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

                                                         2000            1999
                                                         ----            ----
Net income (loss)
     As reported                                     $ (809,335)    $(1,252,698)
     Pro forma                                       $ (830,265)    $(1,322,880)
Net income (loss) per share - basic and diluted
     As reported                                     $    (0.15)    $     (0.23)
     Pro forma                                       $    (0.16)    $     (0.25)

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                                         2000            1999
                                                         ----            ----

Computer equipment and software                      $  373,407     $   305,985
Furniture and fixtures                                   52,319          47,878
Capitalized lease                                        29,030          24,907
                                                     ----------     -----------
                                                        454,756         378,770
Accumulated depreciation and amortization              (161,399)        (61,771)
                                                     ----------     -----------
                                                     $  293,357     $   316,999
                                                     ==========     ===========

NOTE 7 - PROMISSORY NOTES

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

o    $1,000,000  secured  promissory note, bearing interest at 6.0% beginning on
     July 1, 2001,  payable in 24 equal  monthly  installments  of principal and
     interest in the amount of $44,321 commencing July 31, 2001 through June 30,
     2003. The present value of such promissory note was approximately  $760,000
     at its


                                      F-16
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


     origination based upon an imputed interest rate of 9.75%.

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

Both notes are  secured  by the assets  purchased  and  substantially  all other
assets of the Company. Neither note contains any covenants.

If the Company is unable to generate  sufficient  cash flow or otherwise  obtain
funds  necessary  to make the required  payments on these notes,  it would be in
default under the terms thereof,  which would permit the holders of the notes 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 operation.

The  principal  maturities  on these notes,  including  deferred  interest to be
capitalized and amortization of deferred discount, for the five years subsequent
to December 31, 2000 are as follows:

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

2001                                                           $   274,338
2002                                                               541,044
2003                                                               263,771
2004                                                                   --
2005                                                                   --
                                                               -----------
                                                                 1,079,153
Less deferred interest and unamortized debt discount                46,451
                                                               -----------
                                                                 1,032,702
Less current portion                                               274,338
                                                               -----------
                                                               $   758,364
                                                               ===========

NOTE 8 - DEFERRED COMPENSATION

Beginning  January 20, 1999, the Company is compensating its President and Chief
Executive  Officer at the rate of $150,000 per annum, of which $90,000 per annum
is being deferred until such time as the Company achieves cash flow breakeven or
until the promissory  notes issued in connection with the Company's  acquisition
of the assets of CRM from MGI have 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.


                                      F-17
<PAGE>

                  CREDITRISKMONITOR.COM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999
                                   (Continued)


NOTE 9 - LEASE COMMITMENTS

The Company's operations are conducted from a leased facility, which is under an
operating  lease that  expires in  approximately  four years.  The Company  also
leases certain  equipment under operating  leases that expire over the next four
years.  Rental expenses under operating leases were $103,905 and $69,800 for the
years ended December 31, 2000 and 1999, respectively.

The Company  acquired  telephone and office equipment under a capital lease that
expires in 2004 and has an implicit  interest  rate of  approximately  10%. This
lease contains a purchase option at the end of the original lease term.

Future minimum lease payments for the capital lease and noncancelable  operating
leases at December 31, 2000, are as follows:

                                                        Capital Lease  Operating
                                                         Obligation     Leases
                                                         ----------     ------
2001                                                    $  7,632       $101,109
2002                                                       7,632        103,919
2003                                                       7,632        106,814
2004                                                       6,360         98,714
                                                        --------       --------
Total minimum lease payments                              29,256       $410,556
Less amounts representing interest                         5,530       ========
                                                        --------
                                                          23,726
Less current portion of capitalized lease obligation       5,258
                                                        --------
Long-term capitalized lease obligation                  $ 18,468
                                                        ========


NOTE 10 - INCOME (LOSS) PER SHARE

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

                                                   2000            1999
                                                   ----            ----

Net loss                                       $  (809,335)    $(1,252,698)
                                               ===========     ===========

Basic average common shares outstanding          5,344,129       5,341,129
                                               ===========     ===========

Net loss per share - basic and diluted         $    (0.15)     $     (0.23)
                                               ===========     ===========

The effect of potentially  dilutive  securities (i.e.,  options and warrants) is
anti-dilutive for 2000 and 1999.  Accordingly,  basic and diluted loss per share
are the same for those years.


                                      F-18
<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 30, 2001                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 30, 2001                By: /s/ Jerome S. Flum
                                            Jerome S. Flum
                                            Chairman of the Board and
                                            Chief Executive Officer


Date: March 30, 2001                By: /s/ Joseph L. DeMartino
                                            Joseph L. DeMartino
                                            Chief Operating Officer


Date: March 30, 2001                By: /s/ Lawrence Fensterstock
                                            Lawrence Fensterstock
                                            Chief Financial Officer


Date: March 30, 2001                By: /s/ Richard J. James
                                            Richard J. James
                                            Director


Date: March 30, 2001                By: /s/ Leslie Charm
                                            Leslie Charm
                                            Director