UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 10-QSB x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934For the quarterly
period ended: June 30, 2006o
TRANSITION REPORT UNDER
  SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the transition
  period from _______ to _______ Commission file
number 1-8601 CREDITRISKMONITOR.COM,
  INC.(Exact name of small
  business issuer as specified in its charter)  Nevada
36-2972588(State or other
  jurisdiction of
  incorporation or organization)
(I.R.S. Employer
  Identification No.)  704 Executive
  Boulevard, Suite A
  Valley Cottage, New York 10989(Address of principal
  executive offices)(845) 230-3000(Issuers telephone
  number)  Check whether the issuer (1) filed all reports
  required to be filed by Section 13 or 15(d) of the Exchange Act during the
  past 12 months (or for such shorter period that the registrant was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days.Yes x   No oIndicated by check mark whether the registrant is a
  shell company (as defined by Rule 12b-2 of the Exchange Act).Yes o   No x APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS Check whether the
  registrant filed all documents and reports required to be filed by Sections
  12, 13 or 15(d) of the Exchange Act after the distribution of securities
  under a plan confirmed by a court.Yes o   No o APPLICABLE ONLY TO
CORPORATE ISSUERS State the number of shares outstanding of each of the
issuers classes of common equity, as of the latest practical date: Common stock $.01 par
  value  7,679,462 shares outstanding as of July 31, 2006.Transitional Small Business Disclosure Format (check
  one): Yes o   No x     CREDITRISKMONITOR.COM,
INC. AND SUBSIDIARY
INDEX

PagePART I. FINANCIAL
  INFORMATIONItem
  1. Financial Statements (Unaudited)Consolidated
  Balance Sheets  June 30, 2006 and
  December 31, 2005
2Consolidated
Statements of Operations for the Three Months
  Ended June 30, 2006 and 2005
3Consolidated
Statements of Operations for the Six Months
  Ended June 30, 2006 and 2005
4Consolidated
Statements of Cash Flows for the Six Months
  Ended June 30, 2006 and 2005
5Condensed
  Notes to Consolidated Financial Statements
6Item
  2. Managements Discussion and Analysis of Financial Condition and Results of
  Operations
10Item
  3. Controls and Procedures
14PART
  II. OTHER INFORMATIONItem
  2. Changes in Securities and
  Small Business Issuer Purchases of Equity Securities
15Item
  6. Exhibits
15SIGNATURES
16EXHIBITS31.1
Certification of Chief Executive Officer Pursuant to
  Section 302 of the Sarbanes-Oxley Act of 2002
1731.2
Certification of Chief Financial Officer Pursuant to
  Section 302 of the Sarbanes-Oxley Act of 2002
1932.1
Certification of Chief Executive Officer Pursuant to
  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002
2132.2
Certification of Chief Financial Officer Pursuant to
  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
  Sarbanes-Oxley Act of 2002
221

PART I. FINANCIAL
INFORMATION

Item 1. Financial
Statements

CREDITRISKMONITOR.COM,
INC. AND SUBSIDIARYCONSOLIDATED BALANCE SHEETS
JUNE 30, 2006 AND DECEMBER 31, 2005
(Unaudited)

June 30,
  2006

Dec. 31,
  2005(Note 1)ASSETSCurrent assets:Cash and cash
equivalents

$
2,181,036

$
2,034,786Accounts
receivable, net of allowance


491,127


658,603Other current
assets


131,371


191,137Total current
assets


2,803,534


2,884,526Property and equipment,
net


141,641


153,689Goodwill


1,954,460


1,954,460Prepaid and other
assets


35,762


33,854Total assets

$
4,935,397

$
5,026,529LIABILITIES
AND STOCKHOLDERS EQUITYCurrent liabilities:Deferred
revenue

$
2,753,861

$
2,607,569Accounts
payable


79,043


125,590Accrued
expenses


149,366


157,676Current
portion of long-term debt


116,728


110,893Current
portion of capitalized lease obligations


27,934


26,467Total current
liabilities


3,126,932


3,028,195Long-term debt, net of current
portion:Promissory
note


349,949


409,810Capitalized
lease obligations


4,094


18,437354,043


428,247Other liabilities


97,279


95,812Total
liabilities


3,578,254


3,552,254Stockholders
equity:Preferred
stock,
  $.01 par value; authorized 5,000,000 shares; none issued





Common stock,
$.01 par value; authorized 25,000,000 shares;
  issued and outstanding 7,679,462 shares


76,794


76,794Additional
paid-in capital


28,137,517


28,122,383Accumulated
deficit


(26,857,168
)

(26,724,902
)Total
stockholders equity


1,357,143


1,474,275Total liabilities and
stockholders equity

$
4,935,397

$
5,026,529See accompanying condensed notes to consolidated financial
statements.

2

CREDITRISKMONITOR.COM,
INC. AND SUBSIDIARYCONSOLIDATED STATEMENTS OF
OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005
(Unaudited)

2006

2005Operating revenues

$
1,058,406

$
949,746Operating expenses:Data and
product costs


372,611


277,239Selling,
general and administrative expenses


775,842


730,396Depreciation
and amortization


16,952


16,191Total
operating expenses


1,165,405


1,023,826Loss from operations


(106,999
)

(74,080
)Other income


17,483


7,306Gain on settlement of
litigation





1,100,000Interest expense


(13,648
)

(16,999
)Income (loss) before income
taxes


(103,164
)

1,016,227Provision for state and local
income taxes


89


Net income (loss)

$
(103,253
)
$
1,016,227Net income
  (loss) per share of common stock:Basic and
  diluted

$
(0.01
)
$
0.13Weighted average
  number of common shares outstanding:Basic and
  diluted


7,679,462


7,679,462See accompanying condensed notes to consolidated financial
statements.

3

CREDITRISKMONITOR.COM,
INC. AND SUBSIDIARYCONSOLIDATED
STATEMENTS OF OPERATIONS 
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 
(Unaudited)

2006

2005Operating revenues

$
2,086,251

$
1,845,000Operating expenses:Data and
product
  costs


693,003


516,615Selling,
general
  and administrative expenses


1,491,779


1,412,615Depreciation
and
  amortization


33,203


32,733Total
operating
  expenses


2,217,985


1,961,963Loss from operations


(131,734
)

(116,963
)Other income


31,363


10,050Gain on settlement of litigation





1,100,000Interest expense


(28,150
)

(34,833
)Income (loss) before income taxes


(128,521
)

958,254Provision for state and local income taxes


3,745


1,175Net income (loss)

$
(132,266
)
$
957,079Net income (loss) per share of common stock:Basic and
  diluted

$
(0.02
)
$
0.12Weighted average number of common shares
  outstanding:Basic and diluted


7,679,462


7,679,462See accompanying
condensed notes to consolidated financial statements.

4

CREDITRISKMONITOR.COM,
INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005 
(Unaudited)

2006

2005Cash flows from operating activities:Net income
  (loss)

$
(132,266
)
$
957,079Adjustments to
  reconcile net income (loss) to net cash provided by operating activities:Depreciation


33,203


32,733Deferred
rent


1,467


2,849Stock-based
  compensation


15,134


Changes in
  operating assets and liabilities:Accounts
  receivable


167,476


163,558Other current
  assets


59,766


48,637Prepaid and
  other assets


(1,908
)

(8,942
)Deferred
revenue


146,292


138,576Accounts
payable


(46,547
)

29,390Accrued
expenses


(8,310
)

(28,761
)Net cash provided by operating activities


234,307


1,335,119Cash flows from investing activities:Purchase of
  property and equipment


(21,155
)

(25,836
)Net cash used in investing activities


(21,155
)

(25,836
)Cash flows from financing activities:Payments on
  promissory note


(54,026
)

(48,759
)Payments on
  capital lease obligations


(12,876
)

(14,317
)Net cash used in financing activities


(66,902
)

(63,076
)Net increase in cash and cash equivalents


146,250


1,246,207Cash and cash equivalents at beginning of period


2,034,786


877,025Cash and cash equivalents at end of period

$
2,181,036

$
2,123,232See accompanying
condensed notes to consolidated financial statements.

5

CREDITRISKMONITOR.COM,
INC. AND SUBSIDIARYCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Basis of Presentation

The condensed consolidated financial statements
included herein have been prepared by CreditRiskMonitor.com, Inc. (the
Company or CRM), without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures herein are adequate to make the
information presented not misleading. These financial statements should be read
in conjunction with the audited financial statements and the notes thereto in
the Companys annual report on Form 10-KSB for the year ended December 31,
2005.

In the opinion of the Company, the unaudited
consolidated financial statements reflect all adjustments (consisting of normal
recurring adjustments) considered necessary to present fairly the Companys
financial position as of June 30, 2006 and its results of operations and cash
flows for the periods ended June 30, 2006 and 2005.

Results of operations for the three and six-month
periods ended June 30, 2006 and 2005 are not necessarily indicative of the
results of a full year.

Certain prior year amounts have been reclassified to
conform with the fiscal 2006 presentation.

(2) Stock-Based Compensation

The Companys 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 June 30, 2006, there were options outstanding for 710,500
shares of common stock under this plan.

Options expire on the date determined, but not more
than ten years from the date of grant. The plan terminates ten years from the
date of stockholder approval. All of the options granted may be exercised after
three years in installments upon the Company attaining certain specified gross
revenue and pre-tax margin objectives, unless such objectives are modified in
the sole discretion of 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 the time of such change in control.

6

Prior to January 1, 2006 the Company accounted for
stock-based compensation under the Financial Accounting Standards Boards
(FASB) Statement of Financial Accounting Standards (SFAS) No. 123
Accounting for Stock-Based Compensation (SFAS 123). As permitted under this
standard, compensation cost for options granted to employees was recognized using the intrinsic value method in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related
interpretations. Effective January 1, 2006, the Company has adopted SFAS No.
123R, Share-Based Payment (SFAS 123R) using the modified-prospective
transition method. Under this transition method, compensation cost recognized
for the three and six-month periods ended June 30, 2006 includes (a)
compensation cost for all share-based payments granted prior to, but not yet
vested as of December 31, 2005, based on the grant date fair value estimated in
accordance with the original provisions of SFAS 123, and (b) compensation cost
for all share-based payments granted on or subsequent to January 1, 2006, based
on the grant date fair value estimated in accordance with the provisions of
SFAS 123R. Results for prior periods have not been restated. In March 2005, the
Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
No. 107, which expresses views of the SEC staff and provides interpretive
guidance regarding the application of SFAS 123R.

APB 25 did not require any compensation expense to be
recorded in the financial statements if the exercise price of the award was not
less than the market price on the date of grant. Since all options granted by
the Company had exercise prices equal or greater than the market price on the
date of grant, no compensation expense was recognized for stock option grants
prior to January 1, 2006.

For the three and six months ended June 30, 2006, the
Company recognized stock-based compensation expense of $7,567 and $15,134,
respectively, related to outstanding stock options according to the provisions
of SFAS 123R, using the modified-prospective transition method.

Prior to the adoption of SFAS 123R and for the three
and six months ended June 30, 2006, no tax benefits from the exercise of stock
options have been recognized as no options have been exercised. Any future
excess tax benefits derived from the exercise of stock options will be recorded
prospectively and reported as cash flows from financing activities in
accordance with SFAS 123R.

The following table illustrates the pro forma effect
on operating results and per share information had the Company accounted for employee
stock-based compensation in accordance with SFAS 123 for the three and six
months ended June 30, 2005:

7

3 Months

6 MonthsEnded

Ended6/30/05

6/30/05Net incomeAs reported

$
1,016,227

$
957,079Less: Total stock-based employee
  compensation expense determined under fair value based method for all awards,
  net of related tax benefits or effects


2,399


2,154Pro forma

$
1,013,828

$
954,925Net income
  per share  basic and dilutedAs reported

$
0.13

$
0.12Pro forma

$
0.13

$
0.12The above pro
forma stock-based employee compensation cost was determined under the fair
value based method and was calculated using the Black-Scholes option valuation
model with the following weighted-average assumptions:

3 Months

6 MonthsEnded

Ended6/30/05

6/30/05Risk-free
  interests rate


4.19
%


4.19
%Dividend
  yield


0.00
%


0.00
%Volatility
  factor


0.69



1.93Weighted-average
  expected life of options (in years)


9



9The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions, are fully
transferable, and do not include a discount for large block trades. In
addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility, expected life of the
option and other estimates. Because the Companys employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in managements opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its employee
stock options.

The table
below summarizes stock option activity pursuant to our plan for the six months
ended June 30, 2006:

8

WeightedAverageWeighted-

RemainingAverage

Contractual

AggregateExercise

Term

IntrinsicShares

Price

(in years)

ValueOutstanding at beginning of period


737,500

$
0.9461Granted





Exercised





Cancelled


(27,000
)
$
3.8704Outstanding at end of period


710,500

$
0.8406


6.72

$
276,917Exercisable at end of period


15,000

$
1.0000


0.47

$
4,499As of June 30,
2006, there was $197,635 of total unrecognized compensation cost related to nonvested
share-based compensation arrangements granted under the Plan. That cost is
expected to be recognized over a weighted-average period of 4.75 years.

The following
tables summarize the range of exercise prices and the weighted average
remaining contractual life of the options outstanding and the range of exercise
prices for the options exercisable at June 30, 2006:

Options
  Outstanding

Options
  ExercisableWeightedAverageRemaining

Weighted




WeightedContractual

Average




AverageRange of

Number

Life

Exercise

Number

ExerciseExercise
  Prices

Outstanding

(in years)

Price

Exercisable

Price$  0.0001 -
  $  0.9900


150,000


2.15

$
0.0001


$  1.0000 -
  $  1.2000


461,500


7.65

$
1.0000


15,000

$
1.0000$  1.2100 -
  $  1.6500


99,000


9.33

$
1.3712


710,500


6.72

$
0.8406


15,000

$
1.0000(3) Other Recently
Issued Accounting Standards

The FASB and
the SEC had issued certain accounting pronouncements as of June 30, 2006 that
will become effective in subsequent periods; however, management does not
believe that any of those pronouncements would have significantly affected our
financial accounting measurements or disclosures had they been in effect during
the interim periods for which financial statements are included in this
quarterly report.

(4) Net Loss Per Share

The
computation of diluted net income (loss) per share excludes the effects of the
assumed exercise of all options since their inclusion would be anti-dilutive.
During the three and six-months ended June 30, 2006, 734,500 and 710,500
options, respectively, were excluded because the Company had losses in those
periods. During the three and six-months ended June 30, 2005, 556,500 and
546,500 options, respectively, were excluded as their exercise prices were
above market value.

9

Item 2. Managements Discussion and Analysis
of Financial Condition and Results of Operations

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL
RESOURCES

At June 30, 2006, the Company had cash and
cash equivalents of $2.18 million compared to $2.03 million at December 31,
2005. The Companys working capital deficit at June 30, 2006 was approximately
$323,000 compared to a working capital deficit of approximately $144,000 at
December 31, 2005, due
primarily to a decrease of $167,000 in accounts receivable, an increase of
$146,000 in deferred revenue and a decrease of $60,000 in other current assets
offset somewhat by an increase of $146,000 in cash, a decrease of $47,000 in
accounts payable and a net decrease of $1,000 in accrued expenses and current
portion of debt.Additionally,
the working capital deficit at June 30, 2006 is mainly derived from $2.75
million in deferred revenue, which should not require any future cash outlay
other than the cost of preparation and delivery of the applicable commercial
credit reports. The deferred revenue is recognized as income over the subscription
term, which approximates twelve months. The
Company has no bank lines of credit or other currently available credit
sources.

The Company
believes that it will have sufficient resources to meet its working capital and
capital expenditure needs, including debt service, for the foreseeable future.

OFF-BALANCE
SHEET ARRANGEMENTS

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

RESULTS OF OPERATIONS

Three Months Ended June 30,2006

2005% of Total




% of TotalOperating




OperatingAmount

Revenues

Amount

RevenuesOperating
  revenues

$
1,058,406


100.00
%
$
949,746


100.00
%Operating
  expenses:Data and product costs


372,611


35.20
%

277,239


29.19
%Selling, general & administrative


775,842


73.30
%

730,396


76.91
%Depreciation and amortization


16,952


1.60
%

16,191


1.70
%Total operating expenses


1,165,405


110.10
%

1,023,826


107.80
%Loss
  from operations


(106,999
)

-10.10
%

(74,080
)

-7.80
%Other
  income


17,483


1.65
%

7,306


0.77
%Gain
  on settlement of litigation





0.00
%

1,100,000


115.82
%Interest
  expense


(13,648
)

-1.29
%

(16,999
)

-1.79
%Income
  (loss) before income taxes


(103,164
)

-9.74
%

1,016,227


107.00
%Provision
  for income taxes


89


0.01
%




0.00
%Net
  income (loss)

$
(103,253
)

-9.75
%
$
1,016,227


107.00
%Operating revenues increased 11% for the three months ended
June
30, 2006. This increase was primarily due to an increase in the number of
subscribers to the Companys Internet subscription service offset in part by a
decrease in the number of subscribers to the Companys subscription service for
third-party international credit reports.

10

Data and
product costs increased 34% for the second quarter of 2006 compared to the same
period of fiscal 2005. This increase was primarily due to higher consulting
fees, higher salary and related employee benefits including the hiring of
additional quality control personnel, as well as the cost of new third-party
content added to the Companys website.

Selling,
general and administrative expenses increased 6% for the second quarter of
fiscal 2006 compared to the same period of fiscal 2005. This increase was
primarily due to higher salary and related employee benefit costs as the result
of an increase in the Companys sales force during the past 12 months and an
increase in marketing expenses, partially offset by a decrease in professional
fees as a result of the settlement of the litigation that was reached during
last years second quarter, as previously reported.

Depreciation
and amortization increased 5% for the second quarter of fiscal 2006 compared to
the same period of fiscal 2005. This increase was due to a higher depreciable
asset base during the quarter resulting from the purchase of new trade booths
and computer equipment during the last 12 months, partially offset by lower
depreciation expense during the fiscal 2006 period on certain items that have
been fully depreciated but are still in use.

Other income increased 139% for second quarter of fiscal
2006 compared
to the same period last year. This increase was primarily due to the settlement
proceeds received at the end of April 2005 that were invested in interest
bearing accounts as well as a higher interest rate received on funds invested
in interest bearing accounts during the current period compared to the same
period last year.

Interest expense decreased 20% for the second quarter of
fiscal 2006
compared to the same period of fiscal 2005. This decrease was primarily due to
a lower outstanding promissory note balance.

The Company reported a net loss of $103,000 versus net
income of
$1,016,000 for the three months ended June 30, 2006 and 2005, respectively.
The decrease was primarily due to the litigation settlement of $1.1 million
received in the second quarter of fiscal 2005.

Six Months Ended June 30,2006

2005% of Total




% of TotalOperating




OperatingAmount

Revenues

Amount

RevenuesOperating
  revenues

$
2,086,251


100.00
%
$
1,845,000


100.00
%Operating
  expenses:Data and product costs


693,003


33.22
%

516,615


28.00
%Selling, general & administrative


1,491,779


71.50
%

1,412,615


76.56
%Depreciation and amortization


33,203


1.59
%

32,733


1.78
%Total operating expenses


2,217,985


106.31
%

1,961,963


106.34
%Loss
  from operations


(131,734
)

-6.31
%

(116,963
)

-6.34
%Other
  income


31,363


1.50
%

10,050


0.54
%Gain
  on settlement of litigation





0.00
%

1,100,000


59.62
%Interest
  expense


(28,150
)

-1.35
%

(34,833
)

-1.89
%Income
  (loss) before income taxes


(128,521
)

-6.16
%

958,254


51.93
%Provision
  for income taxes


3,745


0.18
%

1,175


0.06
%Net
  income (loss)

$
(132,266
)

-6.34
%
$
957,079


51.87
%11

Operating revenues increased 13% for the six months ended
June
30, 2006 versus the first half of 2005. This increase was primarily due to an
increase in the number of subscribers to the Companys Internet subscription
service offset in part by a decrease in the number of subscribers to the
Companys subscription service for third-party international credit reports.

Data and
product costs increased 34% for the first six months of fiscal 2006 compared to
the same period of fiscal 2004. This increase was primarily due to higher
salary and related employee benefits including the hiring of additional quality
control personnel, higher consulting fees, as well as the cost of new
third-party content added to the Companys website.

Selling,
general and administrative expenses increased 6% for the first six months of
fiscal 2006 compared to the same period of fiscal 2005. This increase was
primarily due to higher salary and related employee benefit costs due to an
increase in the Companys sales force during the past 12 months and an increase
in marketing expenses, partially offset by a decrease in professional fees as a
result of the settlement of the litigation that was reached during last years
second quarter, as previously reported.

Depreciation
and amortization increased 1% for the first six months of fiscal 2006 compared
to the same period of fiscal 2005. This increase was due to a higher
depreciable asset base during the current period resulting from the purchase of
new trade booths and computer equipment during the last 12 months, partially
offset by lower depreciation expense during the fiscal 2006 period on certain
items that have been fully depreciated but are still in use.

Other income increased 212% for the first six months of
fiscal 2006
compared to the same period last year. This increase was primarily due to the
settlement proceeds received at the end of April 2005 that were invested in
interest bearing accounts as well as a higher interest rate received on funds
invested in interest bearing accounts during the current period compared to the
same period last year.

Interest expense decreased 19% for the first six months of
fiscal 2006
compared to the same period of fiscal 2005. This decrease was due to a lower
outstanding promissory note balance.

The Company reported a net loss of $132,000 versus net
income of
$957,000 for the six months ended June 30, 2006 and 2005, respectively.
This decrease was primarily due to the litigation settlement of $1.1 million
received in the second quarter of fiscal 2005.

FUTURE OPERATIONS

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

As a result of
the Companys limited operating history and the evolving nature of the markets
in which it competes, the Companys ability to accurately forecast its
revenues, gross profits and operating expenses as a percentage of net sales is
limited. The Companys current and future expense levels are based largely on
its investment plans and estimates of future revenues. To a large extent these
costs do not vary with revenue. Sales and

12

operating
results generally depend on the Companys ability to attract and retain
customers and the volume of and timing of their subscriptions for the Companys
services, which are difficult to forecast. The Company may be unable to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall.
Accordingly, any significant shortfall in revenues in relation to the Companys
planned expenditures would have an immediate adverse effect on the Companys
business, prospects, financial condition and results of operations. Further, as
a strategic response to changes in the competitive environment, the Company may
from time to time make certain pricing, service, marketing or acquisition
decisions that could have a material adverse effect on its business, prospects,
financial condition and results of operations.

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

The Company
expects to experience significant fluctuations in its future quarterly
operating results due to a variety of factors, some of which are outside the
Companys control. Factors that may adversely affect the Companys quarterly
operating results include, among others, (i) the Companys ability to retain
existing customers, attract new customers at a steady rate and maintain
customer satisfaction, (ii) the Companys ability to maintain gross margins in
its existing business and in future product lines and markets, (iii) the
development of new services and products by the Company and its competitors,
(iv) price competition, (v) the level of use of the Internet and online
services and increasing acceptance of the Internet and other online services
for the purchase of products such as those offered by the Company, (vi) the
Companys ability to upgrade and develop its systems and infrastructure, (vii)
the Companys ability to attract new personnel in a timely and effective
manner, (viii) the level of traffic on the Companys Web site, (ix) the Companys
ability to manage effectively its development of new business segments and
markets, (x) the Companys ability to successfully manage the integration of
operations and technology of acquisitions or other business combinations, (xi)
technical difficulties, system downtime or Internet brownouts, (xii) the amount
and timing of operating costs and capital expenditures relating to expansion of
the Companys business, operations and infrastructure, (xiii) governmental
regulation and taxation policies, (xiv) disruptions in service by common
carriers due to strikes or otherwise, (xv) risks of fire or other casualty,
(xvi) litigation costs or other unanticipated expenses, (xvii) interest rate
risks and inflationary pressures, and (xviii) general economic conditions and
economic conditions specific to the Internet and online commerce.

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

13

FORWARD-LOOKING
STATEMENTS

This Quarterly
Report on Form 10-QSB may contain forward-looking statements, including
statements regarding future prospects, industry trends, competitive conditions
and litigation issues. Any statements contained herein 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
or words of similar meaning are intended to identify forward-looking
statements. This notice is intended to take advantage of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995 with respect
to such forward-looking statements. These forward-looking statements involve a
number of risks and uncertainties. Among others, factors that could cause
actual results to differ materially from the Companys beliefs or expectations
are those listed under Results of Operations and other factors referenced
herein or from time to time as risk factors or otherwise in the Companys
Registration Statements or Securities and Exchange Commission reports.

Item 3. Controls and Procedures

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

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

14

PART II. OTHER INFORMATION

Item 2. Changes in Securities and Small Business Issuer
Purchases of
Equity Securities

The Company is
prohibited from paying dividends pursuant to the Loan Security Agreement that
secures its Secured Promissory Note with Market Guide Inc.

Item 6. Exhibits

31.1
Certification
  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
  of 2002.31.2
Certification
  of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
  of 2002.32.1
Certification
  of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
Certification
  of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15

SIGNATURES

In accordance
with the requirements 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: August
  14, 2006
By: /s/ Lawrence FensterstockLawrence
  FensterstockChief
  Financial Officer16