-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LW1h/+YM7ZxEBzk/LGxcRQeav/Jjyei3Cm+iBlmRFpf/EBIKRKua2JluqGEqsKun rRezIQgfDBCp1s41W4r3NQ== 0001169232-07-004224.txt : 20071113 0001169232-07-004224.hdr.sgml : 20071112 20071113104335 ACCESSION NUMBER: 0001169232-07-004224 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDITRISKMONITOR COM INC CENTRAL INDEX KEY: 0000315958 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 362972588 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-08601 FILM NUMBER: 071235420 BUSINESS ADDRESS: STREET 1: 704 EXECUTIVE BOULEVARD STREET 2: SUITE A CITY: VALLEY COTTAGE STATE: NY ZIP: 10989 BUSINESS PHONE: 845-230-3000 MAIL ADDRESS: STREET 1: 704 EXECUTIVE BOULEVARD STREET 2: SUITE A CITY: VALLEY COTTAGE STATE: NY ZIP: 10989 FORMER COMPANY: FORMER CONFORMED NAME: NEW GENERATION FOODS INC DATE OF NAME CHANGE: 19920703 10QSB 1 d72911_10qsb.htm OPTIONAL FORM FOR QUARTERLY AND TRANSITION REPORTS OF SMALL BUSINESS ISSUERS UN

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 1934

For the quarterly period ended: September  30, 2007

 

o

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

For 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 o

 

Indicate 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 PRECEDING 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 — 7,694,462 shares outstanding as of  October  31, 2007.


 

Transitional Small Business Disclosure Format (check one): Yes o   No x

 

 

 



CREDITRISKMONITOR.COM, INC.

INDEX

 

 

Page

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Balance Sheets –  September 30, 2007 (Unaudited) and

 

Statements of Operations for the Three Months Ended

 

Statements of Operations for the Nine  Months Ended

 

Statements of Cash Flows for the Nine  Months Ended

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition

 

 

PART II. OTHER INFORMATION

 

 

 

EXHIBITS

 

 

 

18 U.S.C. Section 1350, as Adopted Pursuant to Section

 

18 U.S.C. Section 1350, as Adopted Pursuant to Section

 

1

 



PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

CREDITRISKMONITOR.COM, INC.

BALANCE SHEETS

SEPTEMBER 30, 2007 AND DECEMBER 31, 2006

 

  Sept.  30,
2007
(Unaudited)
  Dec. 31,
2006
(Note 1)
 
ASSETS                
Current assets:                
     Cash and cash equivalents     $ 2,954,452   $ 2,467,520  
     Accounts receivable, net of allowance       633,077     647,484  
     Other current assets       132,744     297,267  


     
         Total current assets       3,720,273     3,412,271  
     
Property and equipment, net       90,051     131,211  
Goodwill       1,954,460     1,954,460  
Prepaid and other assets       26,196     27,753  


     
         Total assets     $ 5,790,980   $ 5,525,695  


     
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
     Deferred revenue     $ 3,263,004   $ 2,985,724  
     Accounts payable       81,274     78,364  
     Accrued expenses       243,916     415,645  
     Current portion of long-term debt       132,694     122,870  
     Current portion of capitalized lease obligations           18,437  


     
         Total current liabilities       3,720,888     3,621,040  
     
Long-term debt, net of current portion       186,154     286,940  
Other liabilities       67,134     73,392  


     
         Total liabilities       3,974,176     3,981,372  


Stockholders’ equity:                
     Preferred stock, $.01 par value; authorized                
         5,000,000 shares; none issued            
     Common stock, $.01 par value; authorized 25,000,000                
         shares; issued and outstanding 7,694,462 shares       76,944     76,944  
     Additional paid-in capital       28,208,700     28,177,684  
     Accumulated deficit       (26,468,840 )   (26,710,305 )


     
         Total stockholders’ equity       1,816,804     1,544,323  


     
         Total liabilities and stockholders’ equity     $ 5,790,980   $ 5,525,695  


 

 

See accompanying condensed notes to financial statements.

 

2

 



CREDITRISKMONITOR.COM, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER  30, 2007 AND 2006

(Unaudited)

 

  2007   2006  
                 
Operating revenues     $ 1,273,983   $ 1,084,838  


     
Operating expenses:                
     Data and product costs       367,944     316,397  
     Selling, general and administrative expenses       738,751     678,013  
     Depreciation and amortization       16,089     16,794  


     
         Total operating expenses       1,122,784     1,011,204  


     
Income from operations       151,199     73,634
Other income       25,220     18,349  
Interest expense       (8,858 )   (12,674 )
     
 
 
                 
Income before income taxes       167,561     79,309
Provision for income taxes       4,129     517  


     
Net income     $ 163,432   $ 78,792


     
Net income per share of common stock:                
     
     Basic     $ 0.02   $ 0.01
     Diluted     $ 0.02   $ 0.01
     
Weighted average number of common shares                
outstanding:                
     
     Basic       7,694,462     7,679,462  
     Diluted       8,144,281     7,933,052  

 

 

 

 

 

 

 

 

 

See accompanying condensed notes to financial statements.

 

3

 



CREDITRISKMONITOR.COM, INC.

STATEMENTS OF OPERATIONS

FOR THE NINE  MONTHS ENDED SEPTEMBER  30, 2007 AND 2006

(Unaudited)

 

  2007   2006  
 
Operating revenues     $ 3,665,960   $ 3,171,089  


Operating expenses:                
     Data and product costs       1,197,246     1,009,400  
     Selling, general and administrative expenses       2,195,938     2,169,792  
     Depreciation and amortization       49,416     49,997  


     
         Total operating expenses       3,442,600     3,229,189  


     
Income (loss) from operations       223,360     (58,100 )
Other income       62,000     49,713  
Interest expense       (29,584 )   (40,824 )


     
Income (loss) before income taxes       255,776     (49,211 )
Provision for income taxes       14,311     4,262  


     
Net income (loss)     $ 241,465   $ (53,473 )


     
Net income (loss) per share of common stock:                
     
     Basic     $ 0.03   $ (0.01 )
     Diluted     $ 0.03   $ (0.01 )
     
Weighted average number of common shares    
outstanding:                
     
     Basic       7,694,462     7,679,462  
     Diluted       8,129,875     7,679,462  

 

 

 

 

 

 

 

 

 

See accompanying condensed notes to financial statements.

 

4

 



CREDITRISKMONITOR.COM, INC.

STATEMENTS OF CASH FLOWS

FOR THE NINE  MONTHS ENDED SEPTEMBER  30, 2007 AND 2006

(Unaudited)

 

  2007   2006  
                 
Cash flows from operating activities:                
     Net income (loss)     $ 241,465   $ (53,473 )
     Adjustments to reconcile net income (loss) to                
         net cash provided (used) by operating activities:                
              Depreciation       49,416     49,997  
              Deferred rent       (426 )   1,725  
              Stock-based compensation       31,016     22,701  
     Changes in operating assets and liabilities:                
         Accounts receivable       14,407   191,171  
         Other current assets       164,523     31,306  
         Prepaid and other assets       1,557   7,797
         Deferred revenue       277,280     143,940  
         Accounts payable       2,910   (62,669 )
         Accrued expenses       (171,729 )   47,586
         Other liabilities       (5,832 )    


     
Net cash provided by operating activities       604,587     380,081  


     
Cash flows from investing activities:                
     Purchase of property and equipment       (8,256 )   (22,976 )


     
Net cash used in investing activities       (8,256 )   (22,976 )


     
Cash flows from financing activities:                
     Payments on long-term debt       (90,962 )   (82,095 )
     Payments on capitalized lease obligations       (18,437 )   (19,580 )


     
Net cash used in financing activities       (109,399 )   (101,675 )


     
Net increase in cash and cash equivalents       486,932     255,430  
Cash and cash equivalents at beginning of                
   period       2,467,520     2,034,786  


     
Cash and cash equivalents at end of period     $ 2,954,452   $ 2,290,216  


 

 

 

 

 

See accompanying condensed notes to financial statements.

 

5

 



CREDITRISKMONITOR.COM, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

(1) Basis of Presentation

 

The condensed 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 (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) 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. The December 31, 2006 balance sheet has been derived from the audited financial statements at that date, but does not include all disclosures required by GAAP. 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, 2006.
 

In the opinion of the Company, the unaudited financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods presented. Results of operations for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the full year.

During the first quarter of 2007, the Company filed documents to dissolve Barbito Corp., its inactive wholly-owned subsidiary.
 

(2) Stock-Based Compensation

The Company applies Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”) to account for stock-based compensation.
 

The following table summarizes the stock-based compensation expense for stock options that was recorded in the Company’s results of operations in accordance with SFAS 123R for the three and nine months ended September 30:

 

  3 Months Ended
Sept.  30,
  9  Months Ended
Sept.  30,
 
  2007   2006   2007   2006  
                             
Data and product costs     $ 1,953   $ 1,682   $ 5,858   $ 5,047  
Selling, general and administrative                            
   expenses       8,929     5,885     25,158     17,654  




     
      $ 10,882   $ 7,567   $ 31,016   $ 22,701  




 

 

6

 



The following table summarizes information about stock option activity for the nine  months ended September  30, 2007:

 

  Shares   Weighted-
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Term
(in years)
  Aggregate
Intrinsic
Value
 
                             
Outstanding at beginning of period       695,500   $ 0.8372     6.11   $ 1,073,025  
Granted       50,000     2.3800     9.95     —   
Exercised                        
Cancelled                        

     
     
Outstanding at end of period       745,500   $ 0.9407     5.90   $ 1,073,025  

     
     
Exercisable at end of period       155,000   $ 0.0324     0.90   $ 363,885  

     

 

As of September  30, 2007, there was $336,389 of total unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a weighted-average period of 4.13 years.

 

The Company adopted the alternative transition method provided in FASB Staff Position No. FAS 123R-3, “Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards”, for calculating the tax effects of stock-based compensation. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and statements of cash flows of the tax effects of employee stock-based compensation awards that were outstanding upon adoption of SFAS 123R.

 

(3) Other Recently Issued Accounting Standards

 

The FASB and the SEC had issued certain accounting pronouncements as of  September 30, 2007 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. Management also believes those pronouncements will not have a significant effect on our future financial position or results of operations.

 

(4) Net Income (Loss) Per Share

 

Basic net income (loss) per share is based on the weighted average number of common shares outstanding. Diluted net income (loss) per share is based on the weighted average number of common shares outstanding and the dilutive effect of outstanding stock options.

 

For the nine months ended September 30, 2006, the computation of diluted net loss per share excludes the effects of the assumed exercise of 710,500 options since their inclusion would be anti-dilutive as the Company had a loss in this period.

 

7

 



(5) Income Taxes

 

In June 2006, the FASB issued FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109, “Accounting for Income Taxes,” and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FIN 48 during the first quarter of fiscal 2007 and the impact of adoption was not material to its financial position or results of operations.

 

8

 



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

 

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

 

At September 30, 2007, the Company had cash and cash equivalents of $2.95 million compared to $2.47 million at December 31, 2006. The Company’s working capital deficit at September 30, 2007 was approximately $1,000 compared to a working capital deficit of approximately $209,000 at December 31, 2006. The Company’s cash ratio (which measures a company’s ability to pay its current bills and is computed by dividing cash and cash equivalents by total current liabilities) improved from 0.68 at December 31, 2006 to 0.79 at September 30, 2007 and its current ratio (which measures a company’s ability to meet its current obligations and is computed by dividing total current assets by total current liabilities) went from 0.94 at December 31, 2006 to 1.00 at September 30, 2007. Additionally, the working capital deficit at September 30, 2007 is mainly derived from $3.26 million in deferred revenue, which does not require any future cash outlay other than the costs of acquiring the raw data and electronically preparing and delivering 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

 

  3 Months Ended September  30,
  2007   2006    
  Amount   % of Total
Operating
Revenues
  Amount   % of Total
Operating
Revenues
   
                             
Operating revenues     $ 1,273,983     100.00 % $ 1,084,838     100.00 %




     
Operating expenses:    
   Data and product costs       367,944     28.88 %   316,397     29.16 %
   Selling, general and administrative       738,751     57.99 %   678,013     62.50 %
   Depreciation and amortization       16,089     1.26 %   16,794     1.55 %




     Total operating expenses       1,122,784     88.13 %   1,011,204     93.21 %




     
Income from operations       151,199     11.87 %   73,634   6.79 %
Other income       25,220     1.98 %   18,349     1.69 %
Interest expense       (8,858 )   -0.70 %   (12,674 )   -1.17 %




     
Income  before income taxes       167,561     13.15 %   79,309   7.31 %
Provision for income taxes       4,129     0.32 %   517     0.05 %




     
Net income     $ 163,432     12.83 % $ 78,792   7.26 %




 

Operating revenues increased 17% for the three months ended September 30, 2007. This increase was primarily due to an increase in the number of subscribers to the Company’s Internet subscription service as the market became more aware of the Company’s enhanced service as well as sales from the Company’s new credit limit service introduced during the first quarter.

 

9

 



Data and product costs increased 16% for the third quarter of 2007 compared to the same period of fiscal 2006. This increase was primarily due to 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 offset in part by lower consulting fees.
 

Selling, general and administrative expenses increased 9% for the third quarter of fiscal 2007 compared to the same period of fiscal 2006. This increase was primarily due to higher salary and related employee benefit costs, resulting from an increase in the Company’s sales force during the past 12 months, and an increase in professional fees, primarily for outside assistance in complying with the requirements of the Sarbanes-Oxley Act of 2002, partially offset by a decrease in marketing expenses.

Depreciation and amortization decreased 4% for the third quarter of fiscal 2007 compared to the same period of fiscal 2006. This decrease was due to a lower depreciable asset base reflecting the continued use of certain items that have been fully depreciated.

Other income increased 37% for third quarter of fiscal 2007 compared to the same period last year. This increase was due to a higher level of funds invested in interest bearing accounts as well as a higher interest rate received on such funds during the current period compared to the same period last year.

Interest expense decreased 30% for the third quarter of fiscal 2007 compared to the same period of fiscal 2006. This decrease was primarily due to a lower outstanding long-term debt balance.
 

The Company reported net income of $163,000 versus net income of $79,000 for the three months ended September 30, 2007 and 2006, respectively.

 

  Nine Months Ended  September 30,
  2007   2006  
  Amount   % of Total
Operating
Revenues
  Amount   % of Total
Operating
Revenues
   
                             
Operating revenues     $ 3,665,960     100.00 % $ 3,171,089     100.00 %




     
Operating expenses:                            
   Data and product costs       1,197,246     32.66 %   1,009,400     31.83 %
   Selling, general and administrative       2,195,938     59.90 %   2,169,792     68.42 %
   Depreciation and amortization       49,416     1.35 %   49,997     1.58 %




     Total operating expenses       3,442,600     93.91 %   3,229,189     101.83 %




     
Income (loss) from operations       223,360     6.09 %   (58,100 )   -1.83 %
Other income       62,000     1.70 %   49,713     1.57 %
Interest expense       (29,584 )   -0.81 %   (40,824 )   -1.29 %




     
Income (loss) before income taxes       255,776     6.98 %   (49,211 )   -1.55 %
Provision for income taxes       14,311     0.39 %   4,262     0.14 %




     
Net income (loss)     $ 241,465     6.59 % $ (53,473 )   -1.69 %




 

Operating revenues increased 16% for the nine months ended September 30, 2007 versus the first nine months of 2006. This increase was primarily due to an increase in the number of subscribers to the Company’s Internet subscription service as well as sales from the Company’s new credit limit service introduced during the first quarter, offset in part by a decrease in the

10

 



number of subscribers to the Company’s subscription service for third-party international credit reports.

Data and product costs increased 19% for the first nine months of fiscal 2007 compared to the same period of fiscal 2006. This increase was primarily due to 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 offset in part by lower consulting fees.
 
Selling, general and administrative expenses increased 1% for the first nine months of fiscal 2007 compared to the same period of fiscal 2006. This increase was primarily due to an increase in professional fees, principally for outside assistance in complying with the requirements of the Sarbanes-Oxley Act of 2002, partially offset by lower salary and related employee benefit costs, as the result of the Company’s change in benefits provider effective January 1, 2007, and a decrease in marketing expenses.
 
Depreciation and amortization decreased by 1% for the first nine months of fiscal 2007 compared to the same period of fiscal 2006. This decrease was due to a lower depreciable asset base reflecting the continued use of certain items that have been fully depreciated.

Other income increased 25% for the first nine months of fiscal 2007 compared to the same period last year. This increase was due to a higher level of funds invested in interest bearing accounts as well as a higher interest rate received on such funds during the current period compared to the same period last year.

Interest expense decreased 28% for the first nine months of fiscal 2007 compared to the same period of fiscal 2006. This decrease was due to a lower outstanding long-term debt balance.
 

The Company reported net income of $241,000 versus a net loss of $53,000 for the nine months ended September 30, 2007 and 2006, respectively.

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.

 

Due to the evolving nature of the markets in which it competes, the Company’s ability to accurately forecast its revenues, gross profits and operating expenses as a percentage of net sales is limited. The Company’s current and future expense levels are based largely on its investment plans and estimates of future revenues. To a large extent these costs do not vary with revenue. Sales and operating results generally depend on the Company’s ability to attract and retain customers and the volume of and timing of 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

 

 



11

 



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.

 

Maintaining 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.

 

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

12

 




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.

 

13

 



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: November 12, 2007

By:  /s/ Lawrence Fensterstock

Lawrence Fensterstock

Chief Financial Officer

 

15

 


EX-31.1 2 d72911_ex31-1.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANE

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jerome S. Flum, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-QSB of CreditRiskMonitor.com, Inc.;

 

 

2.

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

 

 

3.

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

 

 

4.

The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [***Omitted pursuant to extended compliance period] for the small business issuer and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

[***Omitted pursuant to extended compliance period];

 

 

c)

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the small business issuer’s internal controls over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

 

5.

The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the

 

16

 



audit committee of the small business issuer’s board of directors (or persons performing the equivalent function):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.

 

 

Date:  November 12, 2007

By:  /s/ Jerome S. Flum

Jerome S. Flum

Chief Executive Officer

 

 

17

 


EX-31.2 3 d72911_ex31-2.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANE

EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT

TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Lawrence Fensterstock, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-QSB of CreditRiskMonitor.com, Inc.;

 

 

2.

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

 

 

3.

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

 

 

4.

The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [***Omitted pursuant to extended compliance period] for the small business issuer and have:

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

[***Omitted pursuant to extended compliance period];

 

 

c)

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

Disclosed in this report any change in the small business issuer’s internal controls over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

 

 

5.

The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the

 

18

 



audit committee of the small business issuer’s board of directors (or persons performing the equivalent function):

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.

 

 

Date: November 12, 2007

By:  /s/ Lawrence Fensterstock

Lawrence Fensterstock

Chief Financial Officer

 

 

19

 


EX-32.1 4 d72911_ex32-1.htm CERTIFICATION OF CHIEF EXECURITVE OFFICER PURSUANT TO 18 U.S.C SECTION 1350, AS

EXHIBIT 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

 

In connection with the Quarterly Report of CreditRiskMonitor.com, Inc. (“CRM”) on Form 10-QSB for the period ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerome S. Flum, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

By:  /s/ Jerome S. Flum

Jerome S. Flum

Chief Executive Officer

 

November 12, 2007

 

20


EX-32.2 5 d72911_ex32-2.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS

EXHIBIT 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

 

In connection with the Quarterly Report of CreditRiskMonitor.com, Inc. (“CRM”) on Form 10-QSB for the period ended September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lawrence Fensterstock, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

By:  /s/ Lawrence Fensterstock

Lawrence Fensterstock

Chief Financial Officer

 

November 12, 2007

 

21

 


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