UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period endedMarch 31, 2008 |
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o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from __________ to __________ |
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Commission file number1-8601 |
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CREDITRISKMONITOR.COM, INC. |
(Exact name of registrant as specified in its charter) |
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Nevada |
| 36-2972588 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
incorporation or organization) |
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704 Executive Boulevard, Suite A |
(Address of principal executive offices) |
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(845) 230-3000 |
(Registrant’s telephone number, including area code) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 |
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Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): |
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Large accelerated filero | Accelerated filero |
Non-accelerated filero | Smaller reporting company x |
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Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). |
Yeso Nox |
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY |
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Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. |
Yeso Noo |
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APPLICABLE ONLY TO CORPORATE ISSUERS |
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: |
Common stock $.01 par value — 7,694,462 shares outstanding as of May 2, 2008. |
CREDITRISKMONITOR.COM, INC.
INDEX
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EXHIBITS |
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31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 13 |
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31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 15 |
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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 |
| 17 |
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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 |
| 18 |
1
CREDITRISKMONITOR.COM, INC.
BALANCE SHEETS
MARCH 31, 2008 AND DECEMBER 31, 2007
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| March 31, |
| Dec. 31, |
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| (Unaudited) |
| (Note 1) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ | 3,216,565 |
| $ | 2,973,263 |
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Accounts receivable, net of allowance |
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| 733,286 |
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| 737,436 |
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Other current assets |
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| 199,684 |
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| 260,657 |
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Total current assets |
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| 4,149,535 |
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| 3,971,356 |
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Property and equipment, net |
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| 161,889 |
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| 149,773 |
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Goodwill |
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| 1,954,460 |
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| 1,954,460 |
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Prepaid and other assets |
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| 45,465 |
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| 27,753 |
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Total assets |
| $ | 6,311,349 |
| $ | 6,103,342 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Deferred revenue |
| $ | 3,624,580 |
| $ | 3,391,339 |
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Accounts payable |
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| 81,581 |
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| 51,119 |
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Accrued expenses |
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| 273,258 |
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| 348,745 |
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Current portion of long-term debt |
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| 139,676 |
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| 136,141 |
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Total current liabilities |
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| 4,119,095 |
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| 3,927,344 |
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Long-term debt, net of current portion |
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| 114,525 |
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| 150,799 |
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Other liabilities |
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| 65,710 |
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| 66,422 |
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Total liabilities |
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| 4,299,330 |
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| 4,144,565 |
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Stockholders’ equity: |
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Preferred stock, $.01 par value; authorized 5,000,000 shares; none issued |
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| — |
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| — |
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Common stock, $.01 par value; authorized 25,000,000 shares; issued and outstanding 7,694,462 shares |
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| 76,944 |
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| 76,944 |
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Additional paid-in capital |
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| 28,235,381 |
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| 28,221,907 |
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Accumulated deficit |
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| (26,300,306 | ) |
| (26,340,074 | ) |
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Total stockholders’ equity |
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| 2,012,019 |
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| 1,958,777 |
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Total liabilities and stockholders’ equity |
| $ | 6,311,349 |
| $ | 6,103,342 |
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See accompanying condensed notes to financial statements.
2
CREDITRISKMONITOR.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(Unaudited)
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| 2008 |
| 2007 |
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Operating revenues |
| $ | 1,365,190 |
| $ | 1,158,800 |
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Operating expenses: |
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Data and product costs |
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| 431,228 |
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| 421,256 |
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Selling, general and administrative expenses |
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| 892,246 |
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| 703,143 |
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Depreciation and amortization |
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| 17,539 |
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| 16,639 |
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Total operating expenses |
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| 1,341,013 |
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| 1,141,038 |
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Income from operations |
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| 24,177 |
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| 17,762 |
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Other income |
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| 24,726 |
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| 18,390 |
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Interest expense |
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| (7,245 | ) |
| (10,837 | ) |
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Income before income taxes |
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| 41,658 |
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| 25,315 |
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Provision for income taxes |
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| 1,890 |
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| 5,168 |
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Net income |
| $ | 39,768 |
| $ | 20,147 |
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Net income per share of common stock: |
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Basic |
| $ | 0.01 |
| $ | 0.00 |
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Diluted |
| $ | 0.00 |
| $ | 0.00 |
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Weighted average number of common shares outstanding: |
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Basic |
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| 7,694,462 |
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| 7,679,462 |
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Diluted |
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| 8,113,970 |
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| 8,102,930 |
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See accompanying condensed notes to financial statements.
3
CREDITRISKMONITOR.COM, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(Unaudited)
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| 2008 |
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| 2007 |
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Cash flows from operating activities: |
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Net income |
| $ | 39,768 |
| $ | 20,147 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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| 17,539 |
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| 16,639 |
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Deferred rent |
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| (712 | ) |
| 21 |
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Stock-based compensation |
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| 13,474 |
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| 10,067 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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| 4,150 |
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| 141,274 |
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Other current assets |
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| 60,973 |
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| 119,327 |
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Prepaid and other assets |
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| (17,712 | ) |
| (12,118 | ) |
Deferred revenue |
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| 233,241 |
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| (36,923 | ) |
Accounts payable |
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| 30,462 |
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| (4,187 | ) |
Accrued expenses |
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| (75,487 | ) |
| (166,488 | ) |
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Net cash provided by operating activities |
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| 305,696 |
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| 87,759 |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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| (29,655 | ) |
| (2,254 | ) |
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Net cash used in investing activities |
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| (29,655 | ) |
| (2,254 | ) |
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Cash flows from financing activities: |
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Payments on long-term debt |
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| (32,739 | ) |
| (29,547 | ) |
Payments on capitalized lease obligations |
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| (7,075 | ) |
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Net cash used in financing activities |
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| (32,739 | ) |
| (36,622 | ) |
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Net increase in cash and cash equivalents |
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| 243,302 |
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| 48,883 |
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Cash and cash equivalents at beginning of period |
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| 2,973,263 |
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| 2,467,520 |
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Cash and cash equivalents at end of period |
| $ | 3,216,565 |
| $ | 2,516,403 |
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See accompanying condensed notes to financial statements.
4
CREDITRISKMONITOR.COM, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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(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, 2007 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, 2007.
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 months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the full year.
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(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 months ended March 31:
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| 2008 |
| 2007 |
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Data and product costs |
| $ | 1,952 |
| $ | 1,953 |
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Selling, general and administrative expenses |
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| 11,522 |
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| 8,114 |
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| $ | 13,474 |
| $ | 10,067 |
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(3) | Other Recently Issued Accounting Standards |
The FASB and the SEC had issued certain accounting pronouncements as of March 31, 2008 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.
5
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(4) | Net Income Per Share |
Basic net income per share is based on the weighted average number of common shares outstanding. Diluted net income per share is based on the weighted average number of common shares outstanding and the dilutive effect of outstanding stock options.
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(5) | Subsequent Events |
In April 2008, the Company prepaid, without penalty, the remaining $254,000 balance on the promissory note related to the January 1999 purchase of the CreditRisk Monitor credit information service from Market Guide Inc. This note provided for periodic monthly payments with the last payment due on December 31, 2009.
Also in April 2008, the Company paid in full the remaining deferred compensation owed to its Chairman and Chief Executive Officer.
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2008, the Company had cash and cash equivalents of $3.22 million compared to $2.97 million at December 31, 2007. The Company had working capital (i.e., total current assets in excess of total current liabilities) of approximately $30,000 at March 31, 2008 compared to approximately $44,000 at December 31, 2007. 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 0.76 at December 31, 2007 to 0.78 at March 31, 2008 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) stayed at 1.01 at December 31, 2007 and March 31, 2008. Additionally, the main component of current liabilities at March 31, 2008 is deferred revenue of $3.62 million, which should not require significant future cash outlay other than the cost of preparation and delivery of the applicable commercial credit reports which cost much less than the deferred revenue shown. 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
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| 3 Months Ended March 31, |
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| 2008 |
| 2007 | |||||||||
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| Amount |
| % of Total |
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| % of Total |
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Operating revenues |
| $ | 1,365,190 |
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| 100.00 | % | $ | 1,158,800 |
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| 100.00 | % |
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Operating expenses: |
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Data and product costs |
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| 431,228 |
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| 31.59 | % |
| 421,256 |
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| 36.35 | % |
Selling, general and administrative expenses |
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| 892,246 |
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| 65.36 | % |
| 703,143 |
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| 60.68 | % |
Depreciation and amortization |
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| 17,539 |
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| 1.28 | % |
| 16,639 |
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| 1.44 | % |
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Total operating expenses |
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| 1,341,013 |
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| 98.23 | % |
| 1,141,038 |
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| 98.47 | % |
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Income from operations |
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| 24,177 |
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| 1.77 | % |
| 17,762 |
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| 1.53 | % |
Other income |
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| 24,726 |
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| 1.81 | % |
| 18,390 |
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| 1.59 | % |
Interest expense |
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| (7,245 | ) |
| -0.53 | % |
| (10,837 | ) |
| -0.94 | % |
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Income before income taxes |
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| 41,658 |
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| 3.05 | % |
| 25,315 |
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| 2.18 | % |
Provision for income taxes |
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| 1,890 |
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| 0.14 | % |
| 5,168 |
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| 0.44 | % |
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Net income |
| $ | 39,768 |
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| 2.91 | % | $ | 20,147 |
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| 1.74 | % |
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Operating revenues increased 18% for the three months ended March 31, 2008. This increase was primarily due to an increase in the number of subscribers and increased revenue from existing subscribers to the Company’s Internet
7
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 of 2007.
Data and product costs increased 2% for the first quarter of 2008 compared to the same period of fiscal 2007. This increase was primarily due to higher salary and related employee benefits, including the hiring of an additional senior programmer, as well as the higher cost of third-party content offset in part by lower consulting fees.
Selling, general and administrative expenses increased 27% for the first quarter of fiscal 2008 compared to the same period of fiscal 2007. 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, an increase in professional fees, primarily for outside assistance in complying with the requirements of the Sarbanes-Oxley Act of 2002, and an increase in marketing expenses.
Depreciation and amortization increased 5% for the first quarter of fiscal 2008 compared to the same period of fiscal 2007. This increase is due to a higher depreciable asset base reflecting the replacement of computer equipment that had been in operation past their depreciable life.
Other income increased 34% for first quarter of fiscal 2008 compared to the same period last year. This increase was due to a higher level of funds invested in interest bearing accounts.
Interest expense decreased 33% for the first quarter of fiscal 2008 compared to the same period of fiscal 2007. This decrease was primarily due to a lower outstanding long-term debt balance.
The Company reported net income of approximately $40,000 versus net income of approximately $20,000 for the three months ended March 31, 2008 and 2007, 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 customer 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
8
have a material adverse effect on its business, prospects, financial condition and results of operations.
Achieving greater 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 increase the size of its sales force, invest in product development, operating infrastructure, marketing and promotion. 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-Q 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
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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 4T. 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.
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| Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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| Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| CREDITRISKMONITOR.COM, INC. | ||
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Date: May 12, 2008 | By: | /s/ | Lawrence Fensterstock |
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| Lawrence Fensterstock |
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| Chief Financial Officer |
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