10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2019

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to______

Commission File Number 1-8601

CreditRiskMonitor.com, Inc.

(Exact name of registrant 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
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Valley Cottage, New York	10989
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (845) 230-3000

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

Title of each class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A

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

Common Stock $.01 Par Value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes ☐    No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes ☐    No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ☑    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☑    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☑
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐    No ☑

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2019 was $6,557,822. The Company’s common stock is traded on the OTC Markets. There were 10,722,401 shares of common stock $.01 par value outstanding as of March 6, 2020.

Documents incorporated by reference: None

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PART I

ITEM 1.	BUSINESS

In addition to historical information, the following discussion of the Company’s business contains forward-looking statements. These forward-looking statements involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to, those discussed in the sections in this Annual Report on Form 10-K entitled “The CreditRiskMonitor Business”, “The Company’s Goals”, “Marketing and Sales”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. CreditRiskMonitor.com, Inc. (the “Company” or “CreditRiskMonitor”) undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.

Overview

CreditRiskMonitor was organized in Nevada in February 1977 and was engaged in the development and sale of nutritional food products from 1982 until October 22, 1993, when it sold substantially all of its assets, as previously reported. Effective January 19, 1999, the Company acquired the assets of the CreditRisk Monitor credit information service (“CM Service”) from Market Guide Inc. Following the closing of the CM Service purchase, the Company commenced doing business under the name “CreditRiskMonitor.com”.

The CreditRiskMonitor Business

The overall focus of the Company’s services is on facilitating the analysis of corporate financial risk, in the context of (a) the extension of trade credit from one business to another, (b) the management by businesses of important relationships with suppliers, and/or (c) the management by businesses of significant “counter-party” (i.e., buying and selling) relationships.

CreditRiskMonitor (see our website at www.creditriskmonitor.com; the contents of our website are not incorporated in, or otherwise to be regarded as part of this Annual Report on Form 10-K) is a web-based publisher of financial information that helps corporate credit and procurement professionals stay ahead of and manage financial risk quickly, accurately and cost effectively. Leading global companies, including more than 35% of the Fortune 1000, use CreditRiskMonitor’s timely news alerts, research and reports on public and private companies to make important risk decisions.

The Company publishes comprehensive commercial credit reports covering both public and private companies worldwide. The reports feature detailed analysis of financial statements, including ratio analysis and trend reports, and peer analyses.

To help subscribers prioritize and monitor risk, the reports offer the Company’s proprietary FRISK® and PAYCE®^^scores (measures of financial distress tied to the probability of bankruptcy, powered by Artificial Intelligence including machine learning and deep neural network technology, respectively), as well as the well-known Altman Z” default scores, Moody’s Investors Service (“Moody’s”), Fitch Ratings (“Fitch”) and DBRS, Inc. (“DBRS Morningstar”) issuer ratings. The FRISK® scoring model also features aggregated sentiment inputs based on the crowdsourced usage behaviors of our subscribers, improving risk classification and accuracy. We believe the FRISK® score, which can now predict public company bankruptcy risk with 96% accuracy within a 12-month period, is the only analytic featuring such inputs in the industry and is trained on our unmatched depth of usage data.

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On U.S. banks, reports include Institutional Risk Analytics (“IRA”) Counterparty Quality scores and financial data from the Federal Financial Institutions Examination Council (“FFIEC”) Call Reports. Additionally, the reports include company background information, trade payment reports, as well as public filings (i.e., suits, liens, judgments and bankruptcy information) on millions of U.S. companies. To keep subscribers current with changing risk conditions, the Company’s service uses email to “push” selected information to subscribers. These emails include continuously filtered news monitoring that keeps subscribers up to date on events affecting the creditworthiness of companies selected by the subscribers. Subscribers also receive alerts covering such topics as FRISK® score reports, credit limit alerts, financial statement updates, U.S. Securities and Exchange Commission (“SEC”) filings and ratings changes. All news items are filtered to assure the stories have financial relevance.

CreditRiskMonitor’s service is most often purchased to review the risks of extending trade credit by a company to its corporate customers. Within a midsized or large corporation, there is often a professional whose responsibility is managing this credit (often together with managing collections of the company’s accounts receivable). CreditRiskMonitor believes that, with the long-term downsizing of corporations and the related reductions in credit departmental budgets and personnel, corporate credit professionals have to do more with less. It is also notable that trade credit decisions are often made under intense time pressure. Simultaneously, the Company believes, there has been an explosive growth in the volume of data about large businesses. Credit professionals are often faced with an overwhelming amount of available data concerning their most important customers, while the time for research and analysis is severely limited. CreditRiskMonitor’s service is designed to save them time, money and effort by prioritizing their risk and helping them automatically stay up to date as conditions change.

In a business-to-business transaction, for example the purchase and sale of $20,000 of merchandise, the seller usually will ship before the buyer pays – this is an extension of trade credit by the seller. The seller takes a financial risk extending this credit, referred to as “trade credit risk”. The buyer may pay late, causing the seller to incur increased borrowing costs; the seller may incur extra costs in attempting to collect the $20,000; or the buyer may never pay the full $20,000. Amounts unlikely to be repaid are called “bad debt”. If buyers fail to pay, the seller can suffer substantial losses (e.g., assuming the seller averages a 10% pre-tax margin it will take about $10 of sales to offset each $1 of bad debt).

There is little hard data on the size of CreditRiskMonitor’s credit-risk market. The U.S. National Association of Credit Management has more than 15,000 members, but some industry observers believe the number of U.S. credit managers and other personnel performing this function is substantially greater. In addition, there are numerous U.S. based companies that do not have a full-time credit function but still require credit information. Furthermore, a market exists outside of the U.S. for information on U.S. and foreign companies.

Some of the Company’s subscribers use the service for managing the financial risk of relationships with suppliers and/or “counter-parties” with whom they both buy and sell. Strategic planning is another use of the Company’s service. In the last recession, risks to the “supply chain” became prominent and a renewed focus of management concern. Companies were reminded that while the financial distress of a single important customer might jeopardize a large receivable associated with that account, the financial distress of a single important supplier can shut down an entire factory and jeopardize a company’s entire revenue stream. The Company’s revenue from subscribers who have added the procurement function to their list of users, and new subscribers whose use is entirely about “supply chain”, is a small but growing percentage of total revenue.

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Prior to going private in February 2019, the Dun & Bradstreet Corporation (“Dun & Bradstreet”), our major competitor, disclosed that it generated approximately $775.9 million from its Risk Management Solutions business (i.e., credit information services revenue) in the Americas (i.e., U.S., Canada and Latin America) for 2017 which we believe serves a similar mix of business functions. The remaining market is extremely fragmented with numerous other vendors, notably including Experian plc and Equifax Inc. On that basis, we estimate that our revenue represents a little more than 1% of the U.S. market.

CreditRiskMonitor’s annual fixed-price subscription service represented over 99% of its fiscal 2019 operating revenues. This annual service is sold to a diverse customer base with no single customer representing more than 2% of 2019 operating revenues. Accordingly, the Company is not dependent on a single customer nor is the Company dependent on a few large customers, such that a loss of any one customer would have a material adverse effect on its financial condition or results of operations.

The Company has contractual agreements with its data suppliers, including IRA, Moody’s, Fitch  and DBRS Morningstar to redistribute their information as part of our service. We also obtain financial statement and other data from Refinitiv US LLC, previously the Financial and Risk business of Thomson Reuters (Markets) LLC. Although we report some of this “raw” data directly on our website, the critical elements of our service – the FRISK® score, PAYCE® score, ratio analysis and trend reports, peer analyses, Altman Z” default scores and emails which “push” information to our subscribers – are computed by the Company using its own algorithms and weighting techniques, and are delivered in formats carefully designed for the way our subscribers prefer to use this information. Further, hundreds of subscribers and non-subscribers provide us with data from their accounts receivable systems that we aggregate and report, so subscribers can see how these firms are paying the invoices of other firms, without disclosing the specific contributors of this information.

CreditRiskMonitor’s service is the result of management’s experience in the commercial credit industry and on-going research with respect to the information needs of corporate credit and purchasing/procurement departments. This has enabled CreditRiskMonitor to satisfy their need for a timely, efficient, low-cost credit information service. CreditRiskMonitor publishes and sells the following commercial financial analysis services:

(1)	An annual fixed-price service (the “Fundamental Service”) with unlimited usage and coverage of public and private (where available) companies, featuring multi-period spreads of financial reports and ratio analysis, as well as up-to-date<br> financial news screened specifically for usefulness in credit evaluation. Another feature of the service is notification and delivery of this news via email, concerning only companies of interest to the subscriber. This service is<br> supplemented with trade receivable data contributed mainly by CreditRiskMonitor’s subscribers, as well as U.S. public-record filing information (i.e., suits, liens, judgments and bankruptcy information) covering millions of public and<br> private U.S. companies. Made available in 2011 as a part of the Fundamental Service, the IRA Counterparty Quality (“CQ”) score is a predictor of bank failure for U.S. banks.
(2)	The Fundamental Service features the Company’s proprietary credit scores, the FRISK® and PAYCE® scores. These proprietary scores indicates financial distress, by predicting the probability of bankruptcy within the next 12 months at<br> public and private companies, respectively. The scores provide clients with a fast, consistent method for identifying those companies at greatest risk.
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i.	The FRISK® score is updated daily, based on the latest information available to the Company, and is derived from a structural statistical model back-tested using company data and bankruptcies between 2003 and 2013. This period covers<br> 9,600 unique businesses and includes 580 bankruptcies over a period that includes the Great Recession. As of June 2016, the FRISK® score became even more predictive as we now factor in, when available, anonymous, aggregate crowd-sourced usage data from our subscribers – the FRISK® score can now predict public company bankruptcy risk with 96% accuracy within a 12-month period. The Company believes that some of the most experienced and knowledgeable credit and risk professionals<br> use its website every day to analyze the companies they do business with. When the Company’s subscribers are concerned with a risky company, they investigate that company more closely, in what we have found to be distinct behavioral<br> patterns. With this anonymous, aggregate behavior included, the FRISK® score is more sensitive and accurate, moving a relatively small, but largely important segment of businesses from<br> risky to riskier. Essentially, when credit professionals start looking more closely as a group, there is usually something to be seen. Calculation of the FRISK® score involves<br> preparation of data from multiple sources, the use of executable software created expressly by and owned by the Company as well as sophisticated algorithms and weighting techniques which are proprietary Company trade secrets. To its<br> knowledge, CreditRiskMonitor is the only company currently using crowdsourcing of subscriber activity in generating a financial risk score. The Company’s website is highly structured, enabling it to track very specific patterns of use<br> through its sophisticated and proprietary algorithms, which means the Company has been able to analyze click patterns for the past 10 years, through many financial shifts. At the end of 2019, the<br> Fundamental Service covered over 57,000 public companies worldwide, totaling approximately $69.3 trillion in corporate revenue compared to world Gross Domestic Product (“GDP”) of $85.9 trillion. Subscribers may opt, at lower prices, for<br> limited regional coverage, i.e., “North American Service” for coverage of just U.S., Canadian, Mexican and Caribbean companies.
ii.	The PAYCE® score provides a highly accurate measure of financial stress when no financial statements are available for private companies. It utilizes payment and U.S. federal tax lien data from<br> CreditRiskMonitor’s extensive database, analyzed with sophisticated deep neural network modeling technology to deliver a 70% accurate score on approximately 80,000 private companies. Unlike other payment<br> based models, a PAYCE® score is only calculated when there is both a sufficient number of trade contributors and trade lines on a company for the analysis.
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In addition, the Company sells its Credit Limit Service on an annual subscription basis. Available since 2007, this interactive service helps credit managers to manage credit line limits for their customers, in light of changes in the companies’ financial strength. This service monitors daily changes in a customized recommended credit limit for each customer and generates alert messages to subscribers as requested, so they can take immediate action when a customer’s circumstances change. This Credit Limit Service is fully integrated with the Fundamental Service, which provides analytical depth to subscribers when questions arise or more analysis is needed. It is only sold in conjunction with the Fundamental Service, for an additional fee. The fee is based, in part, on the number of companies evaluated during the annual subscription period, and includes email monitoring alerts.

(3)	Financial Statement Sourcing, an add-on service, which provides customers flexible options to help ease their process in the collection, data entry and standardization of private company financial statements, as well as providing private<br> company FRISK® scores featuring accuracy levels in the 90%+ range and peer analysis to public company comparable.
(4)	Single credit reports on any of the over 57,000 companies covered in item (1) above. These reports are sold mainly via credit card and obtained via the Internet. Email alerts are not available with this single-report service.
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(5)	Individual credit reports on approximately 20 million foreign public and private companies. These reports are purchased by CreditRiskMonitor through an affiliation with a third-party supplier and sold to CreditRiskMonitor subscribers.
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The viability and potential of CreditRiskMonitor’s business is made possible by the following characteristics:

•	Low price. The prices of CreditRiskMonitor’s services are low compared to a subscriber’s possible losses from not getting paid, and are low compared to the cost of most competitive credit report<br> products.
•	Non-cyclical. As economic growth slows, general corporate credit risk usually increases and the credit manager’s function rises in importance and complexity. Additionally, products that allow<br> credit managers to perform their jobs more efficiently and cost effectively, compared to competitive services, should gain market share in most business environments and especially during a downturn. In a contracting business environment,<br> many companies face increasing price competition which should accelerate their shift to lower cost technologies and providers, such as CreditRiskMonitor. CreditRiskMonitor’s business and revenues have continued to grow as world economic<br> growth slowed or declined. Over the last ten years the issuance of corporate “junk bonds” and other debt by public companies and public debt by private companies (LBO’s, etc.), and the development of credit instruments to hedge default and<br> interest rate risk (i.e., credit derivatives) has increased dramatically. It is difficult to get a complete or totally accurate number of the totals, but according to the Bank for International Settlements, as of June 2019 the total<br> “notional” value of Over-the-Counter Credit Default Swap Derivatives was $12.1 trillion. This was down from the peak value of $58.2 trillion at the end of 2007 and from $24.3 trillion at the end of 2013. To put this in perspective, in 2018<br> the world GDP was $85.9 trillion, and the market value of all worldwide domestic equity at December 31, 2019 was approximately $94.4 trillion. Thus, publicly listed companies and private companies with public debt have a vulnerability to<br> business cycle contraction and the attendant market risks for interest rates and stock markets. Large over-the-counter debt and generally high market uncertainty indicate continued high risk and complexity extending commercial trade credit<br> to many companies, and puts a premium on the speed and analytic strength of CreditRiskMonitor’s service.
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•	Recurring revenue stream. The recurring annual revenue stream of its subscription fee model gives the Company stability not found in a one-time sale product-based company.
•	Profit multiplier. Some of the Company’s basic costs are being reduced. On a broad generic basis, the prices of computer hardware, software and telecommunications have been coming down for all<br> buyers, including CreditRiskMonitor. In addition, CreditRiskMonitor has automated a significant amount of the processes used to create and deliver its service; therefore, its production costs, apart from the development cost of enhancing<br> and upgrading the Company’s website, are relatively stable over a wide range of increasing revenue. Offsetting these cost reductions is the cost of increasing the data content of CreditRiskMonitor’s services if the Company chooses to<br> increase content and not raise its prices to cover these additional costs.
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•	Self-financing. CreditRiskMonitor’s business has no inventory, manufacturing or warehouse facilities, and payment for the subscription service is made early in the subscription cycle. Thus, the<br> Company’s business is characterized by low capital-intensity, and yet it is a business capable of generating high margins and sufficient positive cash flow to grow the business organically with little need for external capital.
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•	Management. CreditRiskMonitor has in-place an experienced management team with proven talent in business credit evaluation systems and Internet development. The Company’s senior management team has<br> an average tenure of over 14 years.
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The Company’s Goals

•	Growth in U.S. market share. Faced with a dominant U.S. competitor, Dun & Bradstreet, as well as several other larger competitors, the Company’s primary goal is to gain market share. The<br> Company believes that many potential customers are unaware of its service, while many others who are aware of CreditRiskMonitor have not evaluated its service.
•	International penetration. Foreign companies doing business within the U.S. or other foreign countries may have the same need as domestic companies for CreditRiskMonitor’s credit analysis of U.S.<br> and foreign companies. Internationally, the Internet provides a mechanism for rapid and inexpensive marketing and distribution of CreditRiskMonitor’s service.
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•	Broaden the services supplied. Revenue per subscriber may increase over time as the Company adds functionality and content. Also, revenue per client should increase over time as the Company sells<br> additional passwords to existing clients.
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•	Lowest cost provider. CreditRiskMonitor’s sourcing, analysis and preparation of data into a usable form is highly automated. CreditRiskMonitor delivers all of its information to customers via the<br> Internet and there is automation between the sourcing of data and delivery of a company credit report to a subscriber. Because of this automation, CreditRiskMonitor’s production costs are relatively stable over a wide range of increasing<br> revenue. Management believes CreditRiskMonitor’s cost structure is one of the lowest in its industry.
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•

High margins and return on investment. The Company foresees declining unit costs in some important expense areas, such as computer and communication costs, which should increase net profits from<br> its subscription income stream. The Company has lower sales expenses for customer renewals than for new sales, and the Company expects that its renewal revenue will continue to grow to be a larger share of total revenue each year. All these<br> naturally occurring unit cost reductions will be in addition to the cost reductions achieved through servicing more accounts over the Company’s in-place fixed costs.

Marketing and Sales

To gain market share for the Company’s service, it will continue to use the Internet (at our website www.creditriskmonitor.com) as the primary mechanism for demonstrating and distributing its service. To inform potential subscribers about its service, CreditRiskMonitor uses a combination of telephone sales, Internet demonstration, and inbound and outbound marketing, including but not limited to digital strategies, media/PR outreach, trade show representation and speaking engagements before credit groups and associations.

Value Proposition

The Company’s fundamental value proposition is that it creates and sells high quality, industry leading accuracy-level commercial credit reports that help busy risk professionals stay ahead of financial risk quickly, easily and precisely, at a cost significantly below that of reports from the leading provider (price comparison as of January 30, 2020). Because Dun & Bradstreet has the largest share of the commercial credit market, their flagship product, DNBi, is the standard by which that market measures both quality and price. The Company’s research shows that its customers overwhelmingly agree that CreditRiskMonitor saves them time, helps them to make better credit decisions, and represents a significant value for the price paid compared to competitive services.

The operational strategy CreditRiskMonitor follows to deliver on its value proposition is straightforward. CreditRiskMonitor became (and remains) one of the industry’s lowest cost producers of high quality, accurate commercial credit information by continuously collecting data from a wide variety of sources and employing sophisticated proprietary computer algorithms to process that data into an extensive database of valuable reports on companies. Highly automated operations add to reliability and consistency, while limiting costs. The Company employs a small number of analysts who selectively review data at critical points in its process to further enhance the quality of its products and their relevance to credit professionals.

CreditRiskMonitor employs several different selling strategies to deliver this value to different customer segments:

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Credit professionals need to save time when analyzing their most important customers and suppliers, and the CreditRiskMonitor service provides this critical benefit. CreditRiskMonitor believes that its reports and monitoring of public<br> companies, having aggregate revenues of approximately $69.3 trillion (compared to world GDP of $85.9 trillion in 2018), and private companies, are superior in this way to competitive products or services in that the CreditRiskMonitor<br> service provides public and private company financial information in greater depth and better analytical efficiency. It also includes timely email alerts enabling credit professionals to easily stay on top of financial developments at their<br> customers, without the clutter of non-financial news prevalent at other news services. Finally, the proprietary FRISK® and PAYCE®^^scores, ratings from Moody’s, Fitch and DBRS Morningstar, Counterparty Quality scores from IRA, the<br> Altman Z” scores and the trade payment reports delivered by the Company’s service enable further efficiency by focusing each subscriber’s attention on only those companies showing financial weakness. The accuracy of our proprietary FRISK®<br> score, powered by the crowd-sourced usage data from our subscribers, has proven to be a unique selling point.

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•	For low-volume customers, CreditRiskMonitor sells single commercial credit reports for a flat price of $49.95 per report, using credit card transactions via the Internet.

Risks Related to Information Systems Security

The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of our organization. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapid evolving nature of the threats, targets and consequences. Additionally, unauthorized parties may attempt to gain access to these systems or our information through fraud or other means of deceiving our third-party service providers, employees or vendors. The Company’s operations depend, in part, on how well it and its suppliers protect networks, equipment, information technology (“IT”) systems and software against damage from a number of threats. The Company has entered into agreements with third parties for hardware, software, telecommunications and other services in connection with its operations. The Company’s operations depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software. However, if the Company is unable or delayed in maintaining, upgrading or replacing its IT systems and software, the risk of a cybersecurity incident could materially increase. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

In addition, targeted attacks on the Company’s systems (or on systems of third parties that it relies on), failure or non-availability of a key IT system or a breach of security measures designed to protect its IT systems could result in disruptions to its operations through delays or the corruption and destructions of its data, property damage, loss of confidential information or financial or reputational risks. As the threat landscape is ever-changing, the Company must make continuous mitigation efforts, including: risk prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; and backup and recovery systems to restore systems and return to normal operations. However, there can be no assurance that the Company’s ability to monitor for or mitigate cybersecurity risks will be fully effective, and the Company may fail to identify cybersecurity breaches or discover them in a timely way.

Any significant compromise or breach of the Company’s data security, whether external or internal, or misuse of data, could result in significant costs, lost sales, fines and lawsuits, as well as damage to its reputation. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

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Employees

As of March 6, 2020, the Company had 95 full-time and 6 part-time employees. None of the Company’s employees are covered by a collective bargaining agreement. The Company believes its relations with its employees to be satisfactory and has suffered no interruption in operations.

The Company established a 401(k) Plan covering all employees effective January 1, 2000 that provides for discretionary Company contributions. The Company has no other retirement, pension, profit sharing or similar program in effect for its employees. The Company adopted a stock option plan in 2009 that covers its employees.

Available Information

Copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on its website (www.creditriskmonitor.com) as soon as reasonably practicable after the Company electronically files the material with or furnishes it to the SEC. Printed copies of these documents may be requested, free of charge, by contacting the Corporate Secretary, CreditRiskMonitor.com, Inc., 704 Executive Boulevard, Valley Cottage, NY 10989. Additionally, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Information on the Company’s website or linked to its website is not incorporated by reference into this Annual Report.

ITEM 2.	PROPERTIES.

The Company does not own any real property. The Company’s principal office is located in approximately 16,900 square feet of leased space in an industrial warehouse complex located in Valley Cottage, New York. The lease expires on July 31, 2025 and provides for an aggregate total monthly cost of $21,000, subject to annual increases, plus an allocated portion of real estate taxes and insurance.

ITEM 3.	LEGAL PROCEEDINGS.

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

ITEM 4.	MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company’s Common Stock is traded on the OTC Markets OTCQX U.S. under the symbol “CRMZ”. The following table sets forth the high and low closing bid quotations reported on the OTCQX for each calendar quarter of 2018 and 2019. These quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	High Bid		Low Bid
2018
First Quarter	$	2.15	$	1.85
Second Quarter	$	2.40	$	1.99
Third Quarter	$	2.25	$	1.05
Fourth Quarter	$	2.05	$	1.55
2019
First Quarter	$	2.05	$	1.60
Second Quarter	$	1.75	$	1.20
Third Quarter	$	1.60	$	1.20
Fourth Quarter	$	1.60	$	1.23

On March 6, 2020, there were approximately 185 registered holders of the Company’s Common Stock based on information provided by our transfer agent. This number does not reflect the number of individuals or institutional investors holding stock in nominee name through banks, brokerage firms, and others.

In fiscal 2019, the Company paid a cash dividend of $0.05 per share on its Common Stock on December 2, 2019; in fiscal 2018, the Company paid a cash dividend of $0.05 per share on its Common Stock on December 11, 2018.

The Company did not repurchase any of its common stock during the fourth quarter of 2019.

ITEM 6.	SELECTED FINANCIAL DATA.

Not applicable.

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Business Environment

The Company’s customers operate in the global marketplace. It is possible that a weakened economy as well as foreign economic, political, regulatory and social conditions could adversely affect its customers’ need for credit information, or even their solvency, but the Company cannot predict whether or to what extent this will occur.

The Company’s strategic priorities and plans for 2020 are to continue to build on the improvement initiatives underway to achieve sustainable, profitable growth. Global market conditions, however, may affect the level and timing of resources deployed in pursuit of these initiatives in 2020.

Financial Condition, Liquidity and Capital Resources

The following table presents selected financial information and statistics as of December 31, 2019 and 2018 (dollars in thousands):

	2019		2018
Cash and cash equivalents	$	8,276	$	8,067
Accounts receivable, net	$	2,288	$	2,455
Working capital	$	832	$	1,117
Cash ratio		0.80		0.81
Quick ratio		1.03		1.06
Current ratio		1.08		1.11

The Company has invested some of its excess cash in cash equivalents. All highly liquid investments with an original maturity of three months or less when purchased are considered cash equivalents, while those with maturities in excess of three months when purchased are reflected as marketable securities.

As of December 31, 2019, the Company had $8.28 million in cash and cash equivalents, an increase of approximately $209,000 from December 31, 2018. The reason for this increase was that the net cash generated by operating activities for the last 12 months ($886,000) was greater than the cash used for the purchase of fixed assets ($141,000) and the dividend paid to stockholders ($536,000).

The Company’s cash generated by operating activities exceeded its net income primarily due to non-cash expenses (e.g., depreciation and stock-based compensation). Additionally, the main component of current liabilities at December 31, 2019 is deferred revenue of $8.65 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 12 months. The Company has no bank lines of credit or other currently available credit sources.

The Company believes that its existing balances of cash and cash equivalents and cash generated from operations will be sufficient to satisfy its currently anticipated cash requirements through at least the next 12 months and the foreseeable future. Moreover, the Company has been cash flow positive for 7 of the last 10 fiscal years and has no long-term debt. However, the Company’s liquidity could be negatively affected if it were to make an acquisition or if it were to license products or technologies, which may necessitate the need to raise additional capital through future debt or equity financing. Additional financing may not be available at all or on terms favorable to the Company.

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Off-Balance Sheet Arrangements

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

Results of Operations

2019 vs. 2018

	Year Ended December 31,
	2019						2018
	Amount			% of Total<br><br> <br>Revenue			Amount			% of Total<br><br> <br>Revenue
Operating revenues	$	14,501,173			100.00	%	$	13,891,004			100.00	%
Operating expenses:
Data and product costs		5,759,660			39.72	%		5,764,535			41.50	%
Selling, general and administrative expenses		8,347,083			57.56	%		8,257,619			59.44	%
Depreciation and amortization		207,224			1.43	%		190,156			1.37	%
Total operating expenses		14,313,967			98.71	%		14,212,310			102.31	%
Income (loss) from operations		187,206			1.29	%		(321,306	)		(2.31	%)
Other income, net		155,852			1.08	%		129,111			0.93	%
Income (loss) before income taxes		343,058			2.37	%		(192,195	)		(1.38	%)
Benefit from (provision for) income taxes		(125,464	)		(0.87	%)		12,863			0.09	%
Net income (loss)	$	217,594			1.50	%	$	(179,332	)		(1.29	%)

Operating revenues increased $610,169, or 4%, for fiscal 2019 over the prior year. This overall revenue growth resulted from an increase in Internet subscription service revenue, attributable to increased sales to new and existing subscribers.

Data and product costs decreased $4,875, or 0.1%, for fiscal 2019. This decrease was due primarily to: (1) lower salary and related employee benefits, as the Company decreased its headcount, (2) lower expenditures on computer supplies, (3) lower professional fees, and (4) lower costs associated with the outsourcing of certain data entry tasks, as in 2018 the Company authorized overtime to catch up on some processing backlogs. These decreases were partially offset by higher costs of third-party content, due to minor inflationary increases instituted by some of the Company’s major suppliers.

Selling, general and administrative expenses increased $89,464, or 1%, for fiscal 2019. This increase was due to: (1) higher rent and related expenses resulting from the Company’s expansion of its office in mid-2018, and (2) increases in salaries and related employee benefits. These increases were partially offset by: (1) lower professional fees as the Company hired in-house counsel as of the beginning of the third quarter, and (2) lower marketing expenses.

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Depreciation and amortization increased $17,068, or 9%, for fiscal 2019. This increase was due to the leasehold improvements incurred in connection with the Company’s expansion of its office in mid-2018.

Other income, net increased $26,741 for fiscal 2019, primarily due to higher dividend income received in fiscal 2019 on all of the Company’s money market fund holdings.

The Company recorded an income tax provision of $125,464 for fiscal 2019 as it had pre-tax income compared to a tax benefit of $12,863 for fiscal 2018 as it had a pre-tax loss.

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 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 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 and service staff, and to invest in product development, operating infrastructure, marketing and promotion. The Company believes that these expenditures will help it to sustain the revenue growth it has experienced over the last several years. We anticipate that sales and marketing expenses will continue to increase in dollar amount and as a percentage of revenues during 2020 and future periods as the Company continues to expand its business on a worldwide basis. Further, the Company expects that product development expenses will also continue to increase in dollar amount and may increase as a percentage of revenues in 2020 and future periods because it expects to employ more development personnel on average compared to prior periods and build the infrastructure required to support the development of new and improved products and services. However, as these expenditures are discretionary in nature, the Company expects that the actual amounts incurred will be in line with its projections of future cash flows in order not to negatively impact its future liquidity and capital needs. There can be no assurance that the Company will be able to achieve these objectives within a meaningful time frame.

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Critical Accounting Policies, Estimates and Judgments

The Company’s financial statements are prepared in accordance with accounting principles that are generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Management continually evaluates its estimates and judgments, the most critical of which are those related to:

Revenue recognition -- Beginning in 2018, we account for revenue from contracts with customers in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and a series of related accounting standard updates (Topic 606). The core principle of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Using this principle, a comprehensive framework was established for determining how much revenue to recognize and when it should be recognized. To be consistent with this core principle, an entity is required to apply the following five-step approach: (1) identify the contract(s) with a customer; (2) identify each performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation; and (5) recognize revenue when or as each performance obligation is satisfied. CreditRiskMonitor’s service is sold on a subscription basis pursuant to customer contracts that span varying periods of time, but are generally for a period of one year. Revenue is recognized ratably over the related subscription period. Revenue from the Company’s third-party international credit report service is recognized as information is delivered and products and services are used by customers.

Valuation of goodwill -- Goodwill is reviewed for impairment annually, or more frequently if events or changes in circumstances warrant. If the carrying value of this asset exceeds its estimated fair value, the Company will record an impairment loss to write the asset down to its estimated fair value.

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

Recently Issued Accounting Standards

The information set forth under Note 2 to the financial statements under the caption “Recently Issued and Adopted Accounting Standards“ is incorporated herein by reference.

Impact from the “Coronavirus”

Our business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus (COVID-19). The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition and results of operations.

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of CreditRiskMonitor.com, Inc.:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of CreditRiskMonitor.com, Inc. (the “Company”) as of December 31, 2019 and 2018, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal security laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ CohnReznick LLP

We have served as the Company’s auditor since 2004.

Jericho, New York

March 18, 2020

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CREDITRISKMONITOR.COM, INC.

BALANCE SHEETS

December 31, 2019 and 2018

			2018
ASSETS
Current assets:
Cash and cash equivalents	8,275,836		$	8,066,899
Accounts receivable, net of allowance of 30,000	2,287,921			2,454,585
Other current assets	549,821			561,861
Total current assets	11,113,578			11,083,345
Property and equipment, net	477,973			543,762
Operating lease right-of-use asset	2,380,974			--
Goodwill	1,954,460			1,954,460
Other assets	35,723			35,613
Total assets	15,962,708		$	13,617,180
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Unexpired subscription revenue	8,651,843		$	8,560,316
Accounts payable	137,500			94,767
Current portion of operating lease liability	147,229			--
Accrued expenses	1,344,550			1,311,218
Total current liabilities	10,281,122			9,966,301
Deferred taxes on income, net	521,765			490,381
Unexpired subscription revenue, less current portion	166,169			178,129
Operating lease liability, less current portion	2,299,433			--
Other liabilities	--			24,537
Total liabilities	13,268,489			10,659,348
Commitments and contingencies
Stockholders’ equity:
Preferred stock, .01 par value; authorized 5,000,000 shares; none issued	-			-
Common stock, .01 par value; authorized 32,500,000 shares; issued and outstanding 10,722,401 shares	107,224			107,224
Additional paid-in capital	29,705,673			29,650,760
Accumulated deficit	(27,118,678	)		(26,800,152	)
Total stockholders’ equity	2,694,219			2,957,832
Total liabilities and stockholders’ equity	15,962,708		$	13,617,180

All values are in US Dollars.

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

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CREDITRISKMONITOR.COM, INC.

STATEMENTS OF OPERATIONS

Years Ended December 31, 2019 and 2018

	2019			2018
Operating revenues	$	14,501,173		$	13,891,004
Operating expenses:
Data and product costs		5,759,660			5,764,535
Selling, general and administrative expenses		8,347,083			8,257,619
Depreciation and amortization		207,224			190,156
Total operating expenses		14,313,967			14,212,310
Income (loss) from operations		187,206			(321,306	)
Other income, net		155,852			129,111
Income (loss) before income taxes		343,058			(192,195	)
Benefit from (provision for) income taxes		(125,464	)		12,863
Net income (loss)	$	217,594		$	(179,332	)
Net income (loss) per share:
Basic	$	0.02		$	(0.02	)
Diluted	$	0.02		$	(0.02	)

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

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CREDITRISKMONITOR.COM, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

Years Ended December 31, 2019 and 2018

					Additional<br><br> <br>Paid-in<br><br> <br>Capital		Accumulated<br><br> <br>Deficit			Total<br><br> <br>Stockholders’<br><br> <br>Equity
	Common Stock
	Shares		Amount
Balance January 1, 2018		10,722,401	$	107,224	$	29,559,784	$	(26,084,700	)	$	3,582,308
Net loss		-		-		-		(179,332	)		(179,332	)
Cash dividend paid		-		-		-		(536,120	)		(536,120	)
Stock-based compensation		-		-		90,976		-			90,976
Balance December 31, 2018		10,722,401		107,224		29,650,760		(26,800,152	)		2,957,832
Net income		-		-		-		217,594			217,594
Cash dividend paid		-		-		-		(536,120	)		(536,120	)
Stock-based compensation		-		-		54,913		-			54,913
Balance December 31, 2019		10,722,401	$	107,224	$	29,705,673	$	(27,118,678	)	$	2,694,219

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

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CREDITRISKMONITOR.COM, INC.

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2019 and 2018

	2019			2018
Cash flows from operating activities:
Net income (loss)	$	217,594		$	(179,332	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income taxes		31,384			(23,952	)
Depreciation and amortization		207,224			190,156
Stock-based compensation		54,913			90,976
Operating lease		41,151			--
Deferred rent		--			8,789
Changes in operating assets and liabilities:
Accounts receivable, net		166,664			(314,878	)
Other current assets		12,040			(31,162	)
Other assets		(110	)		(12,150	)
Unexpired subscription revenue		79,567			433,568
Accounts payable		42,733			35,866
Accrued expenses		33,332			(33,308	)
Net cash provided by operating activities		886,492			164,573
Cash flows from investing activities:
Purchase of property and equipment		(141,435	)		(296,702	)
Net cash used in investing activities		(141,435	)		(296,702	)
Cash flows from financing activities:
Dividend paid to stockholders		(536,120	)		(536,120	)
Net cash used in financing activities		(536,120	)		(536,120	)
Net increase (decrease) in cash and cash equivalents		208,937			(668,249	)
Cash and cash equivalents at beginning of year		8,066,899			8,735,148
Cash and cash equivalents at end of year	$	8,275,836		$	8,066,899
Supplemental disclosure of cash flow information:
Cash paid (refunded), net during the year for:
Income taxes	$	41,261		$	(103,812	)

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

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

CreditRiskMonitor.com, Inc. (also referred to as the “Company” or “CreditRiskMonitor”) provides a totally interactive business-to-business Internet-based service designed specifically for credit and supply chain managers. This service is sold predominantly to corporations located in the United States. In addition, the Company is a re-distributor of international credit reports in the United States.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recently Issued and Adopted Accounting Standards

In May 2014, accounting guidance was issued that replaces most existing revenue recognition guidance under U.S. GAAP. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Using this principle, a comprehensive framework was established for determining how much revenue to recognize and when it should be recognized. To be consistent with this core principle, an entity is required to apply the following five-step approach: (1) identify the contract(s) with a customer; (2) identify each performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation; and (5) recognize revenue when or as each performance obligation is satisfied. The Company adopted this standard as of January 1, 2018 by applying the modified retrospective approach. Thus, reported financial information for historical comparable periods was not revised and continues to be reported under the accounting standards in effect during those historical periods. The adoption of this standard did not have a significant impact on the Company’s financial statements because our primary source of revenue is subscription income which is recognized ratably over the subscription term.

Effective January 1, 2019, the Company adopted FASB Topic 842, Leases (“ASC 842”), which requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet. As permitted by ASC 842, the Company elected the adoption date of January 1, 2019, which is the date of initial application. As a result, the Company’s balance sheet as of December 31, 2018 was not restated, continues to be reported under ASC Topic 840, Leases (“ASC 840”), which did not require the recognition of operating lease liabilities on the balance sheet, and is not comparative. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the statement of operations. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. The expense recognition for operating leases and finance leases under ASC 842 is substantially consistent with ASC 840. As a result, there is no significant difference in the Company’s results of operations presented in its statement of operations for each period presented.

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

The Company adopted ASC 842 using a modified retrospective approach for all leases existing at January 1, 2019. The adoption of ASC 842 had a substantial impact on its balance sheet. The most significant impact was the recognition of the operating lease right-of-use assets and the liability for operating leases. Accordingly, upon adoption, leases that were classified as operating leases under ASC 840 were classified as operating leases under ASC 842, and the Company recorded an adjustment of $2.59 million to operating lease right-of-use assets and the related lease liability. The lease liability is based on the present value of the remaining minimum lease payments. As permitted under ASC 842, the Company elected several practical expedients that permits it to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability.

The impact of the adoption of ASC 842 on the balance sheet at January 1, 2019 was:

	As reported<br><br> <br>Dec. 31, 2018		Adoption of<br><br> <br>ASC 842<br><br> <br>Increase		Balance<br><br> <br>Jan. 1, 2019
Operating lease right-to-use asset	$	-	$	2,589,875	$	2,589,875
Total assets		13,617,180		2,589,875		16,207,055
Current portion of operating lease liability		-		143,213		143,213
Operating lease liability		-		2,446,662		2,446,662
Total liabilities and stockholders’ equity		13,617,180		2,589,875		16,207,055

The FASB and the Securities and Exchange Commission (“SEC”) have issued certain other accounting pronouncements as of December 31, 2019 that will become effective in subsequent periods; however, management does not believe that any of these pronouncements would have significantly affected the Company’s financial accounting measurements or disclosures had they been in effect during the periods for which financial statements are included in this annual report, nor does management believe those pronouncements would have a significant effect on the Company’s future financial position or results of operations.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash in banks and highly liquid instruments with original maturities of three months or less, primarily consisting of investments in institutional money market funds.

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the straight-line method over the estimated useful life of the asset. Estimated useful lives are generally as follows:

•	Fixtures, equipment and software -- 3 to 6 years
•	Leasehold improvements -- lower of estimated useful life or term of lease (i.e., 2 to 7 years)
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Goodwill

Goodwill and other indefinite-lived intangible assets are subject to annual impairment testing using the specific guidance and criteria described in the accounting guidance. The Company performs its goodwill impairment testing at least annually in the fourth quarter of each year, unless circumstances dictate the need for more frequent assessment. Goodwill impairment is determined using a two-step process. The first step of the impairment test is used to identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value of a reporting unit exceeds its book value, goodwill of the reporting unit is not considered impaired and the second step of the impairment test is not required. If the book value of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit’s goodwill with the book value of that goodwill. If the book value of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. The Company completed its annual goodwill impairment tests for 2019 and 2018 during the fourth quarter of each year and determined there was no impairment of existing goodwill.

Long-Lived Assets

The Company reviews its long-lived amortizable assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with accounting guidance. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to undiscounted pre-tax future net cash flows expected to be generated by that asset. An impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2019 and 2018, management believes no impairment of long-lived assets has occurred.

Income Taxes

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

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

Revenue Recognition

Beginning in 2018, we account for revenue from contracts with customers in accordance with ASU 2014‑09, “Revenue from Contracts with Customers” and a series of related accounting standard updates (Topic 606). The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Using this principle, a comprehensive framework was established for determining how much revenue to recognize and when it should be recognized. To be consistent with this core principle, an entity is required to apply the following five-step approach: (1) identify the contract(s) with a customer; (2) identify each performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation; and (5) recognize revenue when or as each performance obligation is satisfied. CreditRiskMonitor’s service is sold on a subscription basis pursuant to customer contracts that span varying periods of time, but are generally for a period of one year. Revenue is recognized ratably over the related subscription period. Revenue from the Company’s third-party international credit report service is recognized as information is delivered and products and services are used by customers.

Lease Accounting

For all leases, at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the remaining lease payments under the lease. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments and payments for optional renewal periods where it is reasonably certain the renewal period will be exercised. Lease expense for operating leases consists of the lease payments plus any initial direct costs, and is recognized on a straight-line basis over the lease term.

The Company’s operating lease right-of-use asset and operating lease liability represents the lease for the office space used to conduct its business.

Net Income (Loss) Per Share

Net income (loss) per share is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted net income per share is calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. The difference between basic and diluted net income per share is solely attributable to stock options. The Company uses the treasury stock method to calculate the impact of outstanding stock options (see Note 8).

Fair Value of Financial Instruments

The Company calculates the fair value of financial instruments and includes this additional information in the notes to the financial statements when the fair value is different than the book value of those financial instruments. The Company believes the recorded value of cash and cash equivalents, accounts receivable, and accounts payable and other liabilities approximates fair value because of the short maturity of these financial instruments.

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

Segment Information

An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment. In addition, the Company has no foreign operations or any assets in foreign locations.

Stock-Based Compensation

The Company recognizes the grant-date fair value of all stock-based awards on a straight-line basis over their respective requisite service periods (generally equal to an award’s vesting period). The Company records deferred tax assets for awards that will result in deductions on its tax returns, based upon the amount of compensation cost recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction.

See Note 5 for more information regarding the Company’s stock compensation plans.

Fair Value Measurements

The Company records its financial instruments at fair value in accordance with accounting guidance. The determination of fair value assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: (a) Level 1 – valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; (b) Level 2 – valuations based on quoted prices in markets that are not active, or financial instruments for which all significant inputs are observable, either directly or indirectly; and (c) Level 3 – valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable; thus, reflecting assumptions about the market participants.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents in bank deposit and other accounts, the balances of which, at times, may exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in high credit quality financial institutions.

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

The Company closely monitors the extension of credit to its customers. The Company’s accounts receivable balance is net of an allowance for doubtful accounts. The Company does not require collateral or other security to support credit sales, but provides an allowance for doubtful accounts based on historical experience and specifically identified risks. Accounts receivable are charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. The Company does not believe that significant credit risk existed at December 31, 2019 nor 2018.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. The noncurrent portion of unexpired subscription revenue was reclassified to noncurrent liabilities, which had no effect on previously reported net loss or total stockholders’ equity.

NOTE 3 - CASH AND CASH EQUIVALENTS

Cash and cash equivalents consisted of the following as of December 31:

	2019		2018
Cash	$	652,275	$	958,739
Money market funds		7,623,561		7,108,160
	$	8,275,836	$	8,066,899

NOTE 4 - INCOME TAXES

The Company’s income tax expense (benefit) consisted of the following:

	2019		2018
Current:
Federal	$	67,677	$	3,620
State		26,404		7,469
Deferred:
Federal		23,781		(18,379	)
State		7,602		(5,573	)
	$	125,464	$	(12,863	)

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

The actual tax expense \(benefit\) for 2019 and 2018 differs from the “expected” tax expense for those years \(computed by applying the applicable United States federal corporate tax rate to income before income taxes\) as follows:

	2019			2018
Computed “expected” expense (benefit)	$	72,042		$	(40,361	)
Permanent differences		25,619			23,670
State and local income tax expense		12,344			(8,808	)
True-up of current taxes		4,763			4,892
True-up of deferred taxes		11,014			7,117
Change in federal statutory rate		(318	)		627
Income tax benefit	$	125,464		$	(12,863	)

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets/(liabilities) at December 31, 2019 and 2018 are as follows:

	2019			2018
Deferred tax assets:
Net operating loss carryovers	$	-		$	10,443
Stock options		20,085			16,182
Accrued vacation		70,654			76,817
Bad debt allowance		8,314			8,319
Deferred revenue		5,833			7,384
Deferred rent		11,403			6,804
Other		21,972			24,081
Total deferred tax assets		138,261			150,030
Deferred tax liabilities:
Goodwill		(541,628	)		(541,972	)
Fixed assets		(118,398	)		(98,439	)
Total deferred tax liabilities		(660,026	)		(640,411	)
Net deferred tax liabilities	$	(521,765	)	$	(490,381	)

NOTE 5 - COMMON STOCK AND STOCK OPTIONS

Common Stock

At December 31, 2019, 456,870 shares of the Company’s authorized common stock were reserved for issuance upon exercise of outstanding options under its stock option plan.

Preferred Stock

The Company’s Articles of Incorporation provide that the Board of Directors has the authority, without further action by the holders of the outstanding common stock, to issue up to five million shares of preferred stock from time to time in one or more series. The Board of Directors shall fix the consideration to be paid, but not less than par value thereof, and to fix the terms of any such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price and the liquidation preference of such series. As of December 31, 2019, the Company does not have any preferred stock outstanding.

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

Stock Options

As of December 31, 2019, the Company has one stock option plan: the 2009 Long-Term Incentive Plan (“2009 Plan”).

The 2009 Plan authorizes the grant of incentive stock options, non-qualified stock options, 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 1,300,000 shares of common stock. At December 31, 2019, there were options outstanding for 456,870 shares of common stock under the 2009 Plan and as of this date the 2009 Plan has expired and no additional options can be granted.

Options expire on the date determined, but not more than ten years from the date of grant. All of the options granted under the 2009 Plan may be exercised after four years in installments upon the attainment of specified length of service, unless otherwise determined by the Compensation Committee as set forth in the Award Agreement. In the event of a change in control (as defined), the options will vest in full at the time of such change in control.

Transactions with respect to the Company’s stock option plan for the years ended December 31, 2019 and 2018 are as follows:

	Number<br><br> <br>of Shares			Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price
Outstanding at January 1, 2018		421,350		$	3.0534
Forfeited		(44,500	)		3.6855
Outstanding at December 31, 2018		376,850		$	2.9786
Granted		195,800			1.4523
Forfeited		(115,780	)		3.0584
Outstanding at December 31, 2019		456,870		$	2.3043

The following table summarizes the stock-based compensation expense for stock options that was recorded in the Company’s results of operations for the years ended December 31:

	2019		2018
Data and product costs	$	22,460	$	35,656
Selling, general and administrative costs		32,453		55,320
	$	54,913	$	90,976

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model that uses the weighted average assumptions noted in the following table. Expected volatilities are based on historical volatility of our stock through the date of grant. The Company uses the simplified method to estimate the options’ expected term. The risk-free interest rate used is based on the U.S. Treasury constant maturities at the time of grant having a term that approximates the expected life of the option.

No options were granted during the year ended December 31, 2018. The fair value of options granted during the year ended December 31, 2019 was $125,832. The fair value of options at date of grant was estimated using the Black-Scholes model with the following assumptions:

Risk-free interest rate	1.78	%
Expected dividend yield	3.45	%
Expected volatility factor	0.64
Expected life of the option (years)	9.00

The Company issues new shares upon the exercise of options.

The following table summarizes information about the Company’s stock options outstanding at December 31, 2019:

						Options Exercisable
Range of<br> Exercise Prices		Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contractual<br><br> <br>Life<br><br> <br>(in years)		Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price		Number<br><br> <br>Exercisable		Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price
1.00 - 2.00	250,600		9.37	$	1.5018		-		-
2.01 - 3.00	139,720		4.71	$	2.6746		46,176	$	2.3154
3.01 - 6.00	66,550		1.45	$	4.5485		56,550	$	4.7171
	456,870		6.79	$	2.3043		102,726	$	3.6375

All values are in US Dollars.

The aggregate intrinsic value represents the total pre-tax intrinsic value, based on options with an exercise price less than the Company’s closing stock price of $1.57 and $1.90 as of December 31, 2019 and 2018, respectively, which would have been received by the option holders had those option holders exercised their options as of that date. The aggregate intrinsic value of options outstanding as of December 31, 2019 and 2018 was $23,046 and $12,120, respectively.

As of December 31, 2019, the total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock option plan but not yet recognized was $284,344. This cost will be amortized on a straight-line basis over a weighted average term of 4.91 years and will be adjusted for subsequent changes in estimated forfeitures.

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	2019			2018
Computer equipment and software	$	1,485,579		$	1,347,020
Furniture and fixtures		507,503			504,628
Leasehold improvements		240,328			240,328
		2,233,410			2,091,976
Less accumulated depreciation and amortization		(1,755,437	)		(1,548,214	)
	$	477,973		$	543,762

NOTE 7 – OPERATING LEASE

The following table reconciles the undiscounted cash flows for the Company’s operating lease at December 31, 2019 to the operating lease liability recorded on the balance sheet:

2020	$	255,311
2021		262,970
2022		270,859
2023		278,985
2024		287,355
Thereafter		1,769,054
Total future undiscounted lease payments		3,124,534
LESS: Imputed interest at 4.54%		(677,872	)
Present value of lease liability	$	2,446,662
Current portion of operating lease liability	$	147,229
Non-current portion of operating lease liability		2,299,433
	$	2,446,662

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CREDITRISKMONITOR.COM, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 8 - 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:

	2019			2018
Net income (loss)	$	217,594		$	(179,332	)
Weighted average common shares outstanding – basic		10,722,401			10,722,401
Potential shares exercisable under stock option plans		13,700			--
LESS: Shares which could be repurchased under treasury stock method		(11,562	)		--
Weighted average common shares outstanding – diluted		10,724,539			10,722,401
Net income (loss) per share:
Basic	$	0.02		$	(0.02	)
Diluted	$	0.02		$	(0.02	)

For fiscal 2019, the computation of diluted net income per share excludes the effects of the assumed exercise of 369,455 options, since their inclusion would be anti-dilutive as their exercise prices were above market value. All outstanding stock options were excluded from the computation of diluted loss per share for the year ended December 31, 2018 as they were anti-dilutive.

NOTE 9 - RELATED PARTY TRANSACTION

On October 24, 2019, the Company’s Board of Directors appointed Michael Flum to serve as Senior Vice President and Chief Operating Officer effective immediately. Mr. Flum had served as Vice President of Operations & Alternative Data since June 4, 2018. Mr. Flum is the son of Jerome Flum, the Company’s Chief Executive Officer and Chairman of the Board of Directors, and the brother of Joshua Flum, a director of the Company.

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.	CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is necessarily required to use judgment in evaluating controls and procedures.

Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the disclosure and controls and procedures as of December 31, 2019. Based on this evaluation, the Company’s management concluded that its disclosure controls and procedures as of the end of the period covered by this report are effective.

In the ordinary course of business, the Company reviews its internal control over financial reporting and make changes to its systems and processes to improve such controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems and automating manual processes. These changes have not materially affected, and are not reasonably likely to materially affect, the Company’s internal control over financial reporting. However, they allow the Company to continue to enhance its internal control over financial reporting and ensure that its internal control environment remains effective.

Management’s Report on Internal Control Over Financial Reporting

Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on criteria established in the framework in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2019.

Internal controls over financial reporting, no matter how well designed, have inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

ITEM 9B.	OTHER INFORMATION.

None.

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PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

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

Name	Age	Principal Occupation/Position<br><br> <br>Held with Company	Officer or<br><br> <br>Director<br><br> <br>Since
Jerome S. Flum	79	Chairman of the Board/Chief Executive Officer	1983
Michael I. Flum	33	Senior Vice President/Chief Operating Officer	2019
Lawrence Fensterstock	69	Senior Vice President/Chief Financial Officer	1999
Jonathan L. Levy	55	Senior Vice President/General Counsel/Secretary	2019
Andrew J. Melnick	78	Director	2005
Jeffrey S. Geisenheimer	54	Director	2005
Joshua M. Flum	50	Director	2007

Jerome S. Flum was appointed President and Chief Executive Officer of the Company and Chairman of the Board of Directors in June 1985. Since 1968 he has been in the investment business as an Institutional Security Analyst, Research and Sales Partner at an investment firm and then as a General Partner of a private investment pool. Before entering the investment business, Mr. Flum practiced law, helped manage a U.S. congressional campaign and served as a Legal and Legislative Aide to a U.S. Congressman. He has been a guest lecturer at the Massachusetts Institute of Technology/Sloan School of Management Lab for Financial Engineering. Mr. Flum received a BS degree in business administration from Babson College and a JD degree from Georgetown University Law School. Mr. Flum served as a L/cpl in the USMCR.

Michael I. Flum joined the Company in June 2018 as Vice President of Operations & Alternative Data. He was elected Senior Vice President and Chief Operating Officer on October 24, 2019 and is responsible for operational strategy and implementation, leveraging technology to improve the efficiency of human capital and work processes. Prior to joining CreditRiskMonitor, Mr. Flum served as Vice President of Operations at Gullett & Associates, Inc., a Houston-based midstream oil & gas survey and drafting services firm from 2016 to 2017. Mr. Flum held various engineering and project management roles at Enterprise Products Partners, a Houston-based oil & gas pipeline owner/operator from 2009 to 2016. Over his time in the oil & gas sector, Mr. Flum successfully completed pipeline and plant projects totaling over $1.3 billion dollars. He was also able to install processes which streamline service offerings and unify customer experience across teams. Mr. Flum holds an MBA from Columbia Business School as well as a BS in Mechanical Engineering and a BA in Religious Studies from Rice University. Mr. Flum is the son of Jerome Flum and the brother of Joshua Flum.

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Lawrence Fensterstock joined the Company and was elected to his current offices in January 1999. Previously, he joined Market Guide Inc. in September 1996 to assist in the formation of its credit information services division. From 1993 to 1996, Mr. Fensterstock was with Information Clearinghouse Incorporated (“ICI”) and was closely involved in the formation of its credit reporting service. In addition to being responsible for the publication of the various facets of this credit reporting service, he was chief operating and financial officer of ICI. From 1989 through 1992, Mr. Fensterstock was Vice President-Controller, Treasurer and Corporate Secretary for a private entity formed to acquire Litton Industries’ office products operations in a leveraged buyout. There, he spent over 2 years acting as de facto chief financial officer. Mr. Fensterstock is a certified public accountant who began his career in 1973 with Arthur Andersen LLP. He earned a BA degree in economics from Queens College and an MBA degree from The University of Chicago Business School. Mr. Fensterstock has informed the Board of Directors of his intention to retire effective June 30, 2020 and will be resigning as Chief Financial Officer as of close of business on March 31, 2020.

Jonathan L. Levy joined the Company in September 2019 and was elected Senior Vice President, General Counsel and Secretary on October 24, 2019. He is responsible for the Company’s legal and compliance matters, as well as for leading its strategic alliances and partnerships. Mr. Levy has over 25 years’ experience as a corporate, commercial and transactional attorney working for a prestigious law firm, private equity firm and corporations. Prior to joining the Company, he was Senior Vice President, General Counsel and Corporate Secretary of a global retail, e-commerce and consumer goods company. From 2011 to 2016, Mr. Levy was Vice President and Corporate Counsel for the private equity firm Peabody Capital LLC. Mr. Levy received an MBA from Columbia University, and a JD and BS from Michigan State University.

Andrew J. Melnick has been a Director since March 2005. He has been a Managing Partner of SkyView Investment Advisors since 2010. The firm acts as an investment advisor to various independent investment organizations. From 2014 to 2015, Mr. Melnick was the Chief Investment Strategist and a shareholder in the investment advisory firm BPV Capital Management, which provided investment advisory services to institutions and individual clients. From 2005 to 2009, Mr. Melnick helped manage two hedge funds. He retired from Goldman, Sachs & Co. at the end of 2004. He joined Goldman Sachs in 2002 as Co-Director of its Global Investment Research Division and a member of its Management Committee. Prior to joining Goldman Sachs, Mr. Melnick was Senior Vice President and Director of the Global Securities and Economics Research Group of Merrill Lynch. During his 13 years at Merrill Lynch, he expanded the Firm’s Research Group from primarily a domestic effort to one with research offices in 26 countries around the world. During that period Merrill Lynch was ranked as the top research department in nearly all regions of the world including six straight times as the number one equity research department in the United States. Previous employment: President of Woolcott & Co., a boutique research and investment banking firm; Director of Research and a Partner of L.F. Rothschild Unterberg Towbin; and Senior Analyst at Drexel Burnham Lambert. He was a U.S. Army Signal Corps Officer and served in Vietnam. Mr. Melnick is a Commissioner of the Monmouth County Improvement Authority, a member of the Board of Trustees of the Monmouth Medical Center, and serves on the Board of Governors of the American Jewish Committee and acts as Chairman of their Investment Committee. Mr. Melnick earned a BA in economics and MBA in finance from Rutgers. He is a Chartered Financial Analyst (C.F.A.).

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Jeffrey S. Geisenheimer has been a Director since December 2005. He has been the Chief Financial Officer/Chief Operating Officer for Estimize, Inc., a crowd-sourced financial estimates platform, since December 2017 and has served as a director since July 2016. Prior to joining Estimize, Inc., Mr. Geisenheimer was Chief Financial Officer for the Coleman Research Group, Inc., a primary research firm serving the investment and corporate communities, from 2011 to 2017. Prior to that, Mr. Geisenheimer was the CFO of five private equity-backed companies (Ford Models, Inc., from 2008 to 2011, Managed Systems, Inc., from 2007 to 2008, Register.com, Inc., 2007, Instant Information, Inc., from 2005 to 2007 and Moneyline Telerate, Inc., from 2003 to 2005) and two publicly traded companies (Multex.com, Inc., from 1999 to 2003, and Market Guide, Inc., from 1987 to 1999). While CFO at three of these companies (Market Guide, Multex and Moneyline Telerate) he oversaw their acquisition by much larger corporations. Mr. Geisenheimer received a BBA degree in banking and finance and an MBA degree in accounting from Hofstra University.

Joshua M. Flum has been a Director since September 2007. He has been an executive with CVS Health Corporation since July 2004 and has held several senior roles. Mr. Flum is currently Executive Vice President, Enterprise Strategy and Digital. In this role, he is responsible for leading the development of CVS Health’s enterprise strategy, ensuring strategic priorities are integrated into business plans across the enterprise and proactively identifying opportunities to accelerate the company’s growth through strategic partnerships, investments and acquisitions. Mr. Flum earned his bachelor’s degree from Tufts University and is a graduate of the Yale Law School. He spent the first years of his professional career clerking for the Honorable Edward R. Becker, Chief Judge of the United States Court of Appeals for the Third Circuit, and then at the law firm of Miller, Cassidy, Larroca and Lewin, LLP. He then joined the Boston Consulting Group where his work focused on the consumer and retail practice area. Mr. Flum is the son of Jerome Flum.

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

Significant Employees

Peter Roma was promoted to the newly formed position of Senior Vice President of Sales and Service in August 2017. He is now responsible for both new sales growth and the servicing of our current subscriber base. Previously, Mr. Roma was Vice President of Sales since 2010 where he was tasked with implementing firm wide the sales process he had developed while an Account Executive. He joined the Company in October 2004 as an Account Executive. Mr. Roma has over 35 years of sales experience. He started with Metropolitan Insurance Company but spent most of his career in financial services working for Shearson Lehman Bros., Inc. and then Merrill, Lynch, Pierce, Fenner & Smith where he was a Vice President-Private Client.

Michael Broos has been Chief Technology Officer since December 2001. He has more than 40 years of experience leading technology teams in the development and implementation of software applications for the Internet, Windows, DOS, and mainframes. Before joining the Company, Mr. Broos was Senior Vice President of Technology for About.com; Chief Technology Officer of Fan2Fan.com; Chief Technology Officer of AKA.com; Vice President of Internet Solutions for Inventure.com; and Vice President of Software Development for Dun & Bradstreet for 8 years. Prior to joining Dun & Bradstreet in 1990, Mr. Broos was an independent consultant and entrepreneur for 10 years, during which time he co-founded several software companies, including Infocom (the creators of Zork). Mr. Broos began his career with a ten-year stint on the academic computer research staff of the M.I.T. Laboratory of Computer Science, where he developed interactive, graphical and email-based applications for the ARPANET (the precursor of today’s Internet).

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Michael Clark was promoted to Senior Vice President of Information Technology in August 2018 and is now responsible for all aspects of technology. Previously, he had been Vice President of Software Development since May 2002. Mr. Clark brings over 30 years of software design and development experience. Prior to joining the Company, from 1997-2001, Mr. Clark was Director of Software Development for The Technology Group, creating early web-based smart-document and legal expert systems. From 1988 to 1996 he helped develop the award-winning word processing system Nota Bene, enabling multi-lingual document editing in Windows and MS-DOS systems. Mr. Clark has a B.A. in Computational Mathematics from the University of Buffalo.

Kirk Ellis was promoted to Senior Vice President of Quality Assurance in January 2019, after previously serving as Vice President, and has led the QA department since 2008. Mr. Ellis guides a team of more than 30 data and financial analysts who ensure the data quality and integrity of our information and scores, including benchmarking the ongoing accuracy of our proprietary FRISK®^^Score. He joined CreditRiskMonitor in 2005 as a research analyst and has held a series of progressively responsible data leadership roles. Mr. Ellis has more than 20 years of experience in information services, focused on financial data collection, quality and research. Before coming to CreditRiskMonitor, he managed data and analytics teams at Citigate Financial Intelligence and at Thomson Financial Research. Mr. Ellis holds a BA in Economics from the State University of New York at Purchase.

Nicholas J. Walz joined the Company in August 2017 and has served as Vice President of Marketing since August 2018. Prior to joining CreditRiskMonitor, his experience touched all realms of B2B and B2C digital marketing, including content development, front-end web development, e-mail marketing automation, lead generation, events (trade shows, seminars and webinars), graphic design, and social media. Before joining CreditRiskMonitor, Mr. Walz served as Senior E-Commerce Manager for Vitec Imaging Distribution, Inc. from 2015 to 2017, where he led the company’s U.S. division into becoming the No. 1 territory for revenue and profitability in online sales. He began his career as simultaneously a digital producer for the United States Tennis Association and sports journalist with Gannett. Mr. Walz earned both an M.A. and B.A.in English from the State University of New York at Albany.

The Audit Committee

The Audit Committee shall assist the Board of Directors in fulfilling its responsibility to the shareholders, potential shareholders and investment community relating to corporate accounting, reporting practices of the Company and the quality and integrity of the Company’s financial reporting. To fulfill its purposes, the Committee’s duties shall include to:

•	Appoint, evaluate, compensate, oversee the work of, and if appropriate terminate, the independent auditor, who shall report directly to the Committee.
•	Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor.
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•	Engage independent counsel and other advisors, as it deems necessary to carry out its duties.
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In performing these functions, the Audit Committee meets periodically with the independent auditors and management to review their work and confirm that they are properly discharging their respective responsibilities. The Audit Committee met five times in connection with the last fiscal year’s audit, prior to the filing of the Company’s annual and quarterly SEC reports.

The Audit Committee currently consists of its outside directors – Andrew Melnick, Jeffrey Geisenheimer and Joshua Flum, all of whom, except Mr. Flum, are audit committee financial experts and are independent, as such terms are defined by the SEC.

Compliance with Section 16(a) of the Exchange Act

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

To the Company’s knowledge, based solely on its review of the copies of such reports received by it with respect to fiscal 2019, or written representations from certain reporting persons, the Company believes that all filing requirements applicable to its directors, officers and persons who own more than 10% of a registered class of the Company’s equity securities have been timely complied with.

Code of Ethics

CreditRiskMonitor’s Board of Directors has adopted a Code of Ethics for its Principal Executive Officer and Senior Financial Officers. This Code applies to the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (who also is the Company’s principal accounting officer).

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ITEM 11.	EXECUTIVE COMPENSATION.

The following table shows all cash compensation paid or to be paid by the Company during the fiscal years indicated to the chief executive officer and all other executive officers of the Company as of the end of the Company’s last fiscal year.

SUMMARY COMPENSATION TABLE
Name and Principal<br><br> <br>Position	Year		Salary		Bonus^(1)^		Option Awards ^(2)^		All Other<br><br> <br>Compensation		Total
Jerome S. Flum, Chairman and Chief Executive Officer		2019<br><br> <br>2018	$<br><br> <br>$	188,640<br><br> <br>183,120	$<br><br> <br>$	4,400<br><br> <br>4,700	$<br><br> <br>$	51<br><br> <br>2,971	$<br><br> <br>$	-0-<br><br> <br>-0-	$<br><br> <br>$	193,091<br><br> <br>190,791
Michael I. Flum, Senior Vice President ^(3)^		2019<br><br> <br>2018	$<br><br> <br>$	147,700<br><br> <br>62,942	$<br><br> <br>$	28,880<br><br> <br>8,800	$<br><br> <br>$	799<br><br> <br>-0-	$<br><br> <br>$	-0-<br><br> <br>-0-	$<br><br> <br>$	177,379<br><br> <br>71,742
Lawrence Fensterstock, Senior Vice President		2019<br><br> <br>2018	$<br><br> <br>$	188,640<br><br> <br>183,120	$<br><br> <br>$	44,080<br><br> <br>36,600	$<br><br> <br>$	1,461<br><br> <br>1,461	$<br><br> <br>$	-0-<br><br> <br>-0-	$<br><br> <br>$	234,181<br><br> <br>221,181
Jonathan L. Levy, Senior Vice President ^(4)^		2019	$	66,667	$	11,830	$	72	$	-0-	$	78,569

^(1)^The amounts in this column reflect bonuses awarded for the fiscal year shown but paid in the subsequent fiscal year.

^(2)^Represents the compensation costs of stock option awards for financial reporting purposes for the year under ASC 718, rather than an amount paid to or realized by the Named Executive Officer. See Note 5 of the Notes to Financial Statements for a discussion of the assumptions used in calculating the aggregate grant date fair value computed in accordance with ASC 718. The ASC 718 value as of the grant date for stock options is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the ASC 718 amounts will ever be realized.

^(3)^ Mr. Michael Flum joined the Company in 2018 and was elected Senior Vice President and Chief Operating Officer on October 24, 2019.

^(4)^ Mr. Levy joined the Company as Senior Vice President and General Counsel in September 2019 and was elected Secretary on October 24, 2019.

38

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Outstanding Equity Awards

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

GRANTS OF PLAN-BASED AWARDS
			Equity Grants
Name	Grant Date		All Other Stock<br><br> <br>Awards:<br><br> <br>Number of<br><br> <br>Shares of Stock<br><br> <br>or Units (#)		All Other<br><br> <br>Option Awards:<br><br> <br>Number of<br><br> <br>Securities<br><br> <br>Underlying<br><br> <br>Options (#)		Exercise or Base<br> Price of Option<br> Awards (/Sh)	Grant Date Fair<br><br> <br>Value of Stock<br><br> <br>and Option<br><br> <br>Awards
Michael I. Flum		10-24-19		N/A		50,000		$	33,819
Jonathan L. Levy		10-24-19		N/A		4,500		$	3,044

All values are in US Dollars.

The following table reflects outstanding equity grants to the Company’s executive officers as of December 31, 2019:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name	Number of<br><br> <br>Securities<br><br> <br>Underlying<br><br> <br>Unexercised<br><br> <br>Options<br><br> <br>(#)<br><br> <br>Exercisable		Number of<br><br> <br>Securities<br><br> <br>Underlying<br><br> <br>Unexercised<br><br> <br>Options<br><br> <br>(#)<br><br> <br>Un-exercisable		Equity Incentive<br><br> <br>Plan Awards:<br><br> <br>Number of<br><br> <br>Securities<br><br> <br>Underlying<br><br> <br>Unexercised<br><br> <br>Unearned<br><br> <br>Options<br><br> <br>(#)		Option Exercise<br> Price<br> ()	Option<br><br> <br>Expiration Date
Jerome S. Flum		-0-		5,000		-0-			01-05-21
Michael I. Flum		-0-		50,000		-0-			10-24-29
Lawrence Fensterstock		2,080<br><br> <br>-0-		520<br><br> <br>3,000		-0-<br><br> <br>-0-			07-11-22<br><br> <br>01-05-26
Jonathan L. Levy		-0-		4,500		-0-			10-24-29

All values are in US Dollars.

The closing market price of the Company’s common stock on December 31, 2019 was $1.57 per share.

The options under the above grants may be exercised after four years in installments upon the attainment of specified length of service. In the event of a change in control (as defined), the options will vest in full at the time of such change in control.

39

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Directors’ Fees

Effective January 1, 2016, non-employee directors receive $1,000 per quarter or a total of $4,000 per calendar year.

DIRECTOR COMPENSATION
Name	Fees Earned or<br><br> <br>Paid in Cash		Option<br><br> <br>Awards^(1)^		Total
Andrew J. Melnick	$	4,000	$	2,524	$	6,524
Jeffrey S. Geisenheimer	$	4,000	$	2,524	$	6,524
Joshua M. Flum	$	4,000	$	6,744	$	10,744
Richard J. James ^(2)^	$	3,000	$	2,331	$	5,331

^(1)^ Represents the compensations costs for financial reporting purposes for the year under ASC 718. See Note 5 to the Notes to Financial Statements for the assumptions made in determining ASC 718 values.

^(2)^ Resigned for health reasons on October 24, 2019.

40

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ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth as of March 6, 2020 information regarding the beneficial ownership of the Company’s voting securities (i) by each person or group known by the Company to be the owner of record or beneficially of more than five percent of the Company’s voting securities, (ii) by each of the Company’s directors and executive officers, and (iii) by all directors and executive officers of the Company as a group. Except as indicated in the following notes, the owners have sole voting and investment power with respect to the shares. Unless otherwise noted, each owner’s mailing address is c/o CreditRiskMonitor.com, Inc., 704 Executive Boulevard, Valley Cottage, NY 10989.

Name of<br><br> <br>Beneficial Owner	Amount and Nature of<br><br> <br>Beneficial Ownership^(1)^	Percent of<br><br> <br>Class
Santa Monica Partners, L.P.<br><br> <br>SMP Asset Management, LLC<br><br> <br>Lawrence J. Goldstein^(2)^<br><br> <br>1865 Palmer Avenue<br><br> <br>Larchmont, NY 10538	716,654	6.62%
Tabatabai Investment Management LLC<br><br> <br>Tabatabai Investment Partners LP<br><br> <br>Alex Tabatabai^(3)^<br><br> <br>540 N Dearborn Street, #101257<br><br> <br>Chicago, IL 60610	727,430	6.72%
Flum Partners ^(4)^	5,641,134	52.08%
Jerome S. Flum	6,239,776^(5)(6)^	57.61%
Michael I. Flum	6,500	-----*
Lawrence Fensterstock	143,498	1.32%
Andrew J. Melnick	61,370	-----*
Jeffrey S. Geisenheimer	127,048	1.17%
Joshua M. Flum	12,100	-----*
All directors and executive officers<br><br> <br>(as a group (6 persons))	6,590,292^(5)(6)^	60.85%

*less than 1%

^(1)^ Does not give effect to (a) options to purchase 272,020 shares of Common Stock granted to 38 officers and employees pursuant to the 2009 Long-Term Incentive Plan of the Company, and (b) options to purchase an aggregate of 71,200 shares granted to the non-employee directors pursuant to the 2009 Long-Term Incentive Plan of the Company. All of the foregoing options are not exercisable within sixty days. Includes 2,600 shares of Common Stock issued to Flum Partners in consideration of loans to the Company. Includes options to purchase 16,800 shares of Common Stock granted to non-employee directors, 3,680 of Common Stock granted to Messrs. Jerome Flum and Fensterstock, and 88,050 shares of Common Stock granted to 19 employees, all of which are immediately exercisable.

^(2)^ Based on the information contained in a Schedule 13G/A filed February 1, 2019. The general partner of Santa Monica Partners, L.P. is SMP Asset Management, LLC. Lawrence

J. Goldstein is an individual investor, the sole managing member and the sole owner of SMP Asset Management, LLC, and may be deemed to beneficially own these shares.

41

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^(3)^ Based on the information contained in a Schedule 13D filed April 11, 2017. Tabatabati Investment Management LLC is the general partner of Tabatabati Investment Partners LP. The managing member of Tabatabi Investment Management LLC is Alex Tabatabai.

^(4)^ The sole general partner of Flum Partners is Jerome S. Flum, Chairman of the Board and Chief Executive Officer of the Company.

^(5)^ Includes 5,641,134 shares owned by Flum Partners, of which Mr. Flum is the sole general partner, which are also deemed to be beneficially owned by Mr. Flum because of his power, as sole general partner of Flum Partners, to direct the voting of such shares held by the partnership. Mr. Flum disclaims beneficial ownership of the shares owned by Flum Partners. The 6,239,776 shares of Common Stock, or 57.61% of the outstanding shares of Common Stock, may also be deemed to be owned, beneficially and collectively, by Flum Partners and Mr. Flum, as a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”).

^(6)^ Includes 7,800 shares of Common Stock owned by a grandchild of Mr. Flum, the beneficial ownership of which is disclaimed by Mr. Flum. Also, includes 260,000 shares of Common Stock owned by Family Trusts established by Mr. Flum, the beneficial ownership of which is disclaimed by Mr. Flum.

The Company’s equity compensation plan approved by stockholders is the 2009 Long-Term Incentive Plan. The 2009 Long-Term Incentive Plan provides for the grant of options and other awards up to an aggregate of 1,300,000 shares of common stock.

The following table summarizes information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all equity compensation plans of the Company as of December 31, 2019.

Plan category	Number of securities<br><br> <br>to be issued upon<br><br> <br>exercise of<br><br> <br>outstanding options,<br><br> <br>warrants and rights		Weighted average<br><br> <br>exercise price of<br><br> <br>outstanding<br><br> <br>options, warrants<br><br> <br>and rights		Number of<br><br> <br>securities<br><br> <br>remaining available<br><br> <br>for<br><br> <br>future issuance<br><br> <br>under<br><br> <br>equity<br><br> <br>compensation<br><br> <br>plans (excluding<br><br> <br>securities reflected<br><br> <br>in<br><br> <br>first column)
Equity compensation plans approved by stockholders		456,870	$	2.30		-0-
Total		456,870	$	2.30		-0-

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ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There were no such reportable relationships or related transactions in 2019.

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees incurred by CohnReznick LLP for professional services rendered to the Company for the last two fiscal years are as follows:

	Fiscal Year Ended<br><br> <br>December 31,
	2019		2018
Audit fees ^(1)^	$	99,500	$	102,000
Audit related fees ^(2)^		-		-
Tax fees ^(3)^		12,600		12,200
All other fees		-		-
Total fees	$	112,100	$	114,200
^(1)^	Consists of fees for services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements.
---	---
^(2)^	Consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees.”
---	---
^(3)^	Consists of fees for preparation of federal and state income tax returns.
---	---

The engagement of CohnReznick LLP for the 2019 and 2018 fiscal years and the scope of audit-related services, including the audits and reviews described above, and tax services were all pre-approved by the Audit Committee.

The policy of the Audit Committee is to pre-approve the engagement of the Company’s independent auditors and the furnishing of all audit and non-audit services.

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PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)	Financial Statements – contained in Item 8:
---	---	---
		Page
	Report of Independent Registered Public Accounting Firm	15
	Balance Sheets - December 31, 2019 and 2018	16
	Statements of Operations - Years Ended December 31, 2019 and 2018	17
	Statements of Stockholders’ Equity - Years Ended December 31, 2019 and 2018	18
	Statements of Cash Flows - Years Ended December 31, 2019 and 2018	19
	Notes to Financial Statements	20
(b)	Exhibits:
---	---	---	---
	3(i)	-	Copy of the Company’s Amended and Restated Articles of Incorporation dated as of May 7, 1999 (incorporated by reference to Form 10-KSB for the year ended December 31, 1999, filed March 29, 2000)
	3(ii)*	-	Company’s By-Laws as amended March 9, 2020
	10-D	-	Copy of Company’s 2009 Long-Term Incentive Plan (incorporated by reference to Definitive Statement on Schedule 14C, filed October 22, 2010)
	14	-	CreditRiskMonitor.com, Inc. Code of Ethics for Principal Executive Officer and Senior Financial Officers (incorporated by reference to Form 10-KSB for the year ended December 31, 2003, filed March 30, 2004)
	23*	-	Consent of Independent Registered Public Accounting Firm
	31.1*	-	Certification of Chief Executive Officer
	31.2*	-	Certification of Chief Financial Officer
	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
	101.INS	-	XBRL Instance Document
	101.SCH	-	XBRL Taxonomy Extension Schema Document
	101.CAL	-	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	-	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	-	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	-	XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith.
---	---

44

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

CREDITRISKMONITOR.COM, INC.

(REGISTRANT)

Date: March 18, 2020	By:	/s/	Jerome S. Flum
			Jerome S. Flum
			Chairman of the Board and
			Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 18, 2020	By:	/s/	Jerome S. Flum
			Jerome S. Flum
			Chairman of the Board and
			Chief Executive Officer
			(Principal Executive Officer)
Date: March 18, 2020	By:	/s/	Lawrence Fensterstock
---	---	---	---
			Lawrence Fensterstock
			Chief Financial Officer
			(Principal Financial and Accounting Officer)
Date: March 18, 2020	By:	/s/	Andrew J. Melnick
---	---	---	---
			Andrew J. Melnick
			Director
Date: March 18, 2020	By:	/s/	Jeffrey S. Geisenheimer
---	---	---	---
			Jeffrey S. Geisenheimer
			Director
Date: March 18, 2020	By:	/s/	Joshua M. Flum
---	---	---	---
			Joshua M. Flum
			Director

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EXHIBIT 3(ii)

AMENDED BY-LAWS

of

CREDITRISKMONITOR.COM, INC.

(A Nevada Corporation)

Adopted: March 9, 2020
/s/ Johnathan Levy
Name:	Johnathan Levy
---	---
Title:	Secretary

---

AMENDED BY-LAWS

OF

CREDITRISKMONITOR.COM, INC.

(A Nevada Corporation)

ARTICLE I.

Stockholders

Section 1.1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date as shall be fixed by the Board of Directors, at such time and place within or without the State of Nevada as may be designated in the notice of meeting. If the day fixed for the annual meeting shall fall on a legal holiday, the meeting

  shall be held on the next
  succeeding day not a legal holiday. If the annual meeting is omitted on the day herein provided, a special meeting may be held in place thereof, and any business transacted at such special meeting in lieu of
  annual meeting shall have the same effect as if transacted or held at the
    annual meeting.

Section 1.2. Special Meetings. Special meetings of the stockholders may be called at any time by the Chief Executive Officer or by the Board of Directors. Special meetings

  of the stockholders shall be held at such time, date and place within or outside of the State of Nevada as may be designated in the notice of such meeting.

Section 1.3. Notice of Meeting. A written notice stating the place, date, and hour of each meeting of the stockholders, and, in the case of a special meeting, the purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, and to each stockholder who, under the Articles of Incorporation or these By-Laws, is entitled to such notice, by delivering such notice to such person or leaving it at their residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the Corporation, at least ten (10) days and not more than sixty (60) before the meeting. Such notice shall be given by the Secretary, an Assistant Secretary, or any other Officer or person designated either by the Secretary or by the person or persons calling the meeting.

The requirement of notice to any stockholder may be waived (i) by a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto duly authorized, and filed with the records of the meeting, (ii) if communication with such stockholder is unlawful, (iii) by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice, or (iv) as otherwise excepted by law.  A waiver of notice of any regular or special meeting of the stockholders need not specify the purposes of the meeting.

If a meeting is adjourned

    to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment
  is taken, except that if the adjournment is for more than
    thirty days, or if after the adjournment a new record date is fixed for the
    adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record

  entitled to vote at the
    meeting.

Section 1.4. Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

---

Section 1.5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the Corporation, unless otherwise provided by law or by the Articles of Incorporation.  Stockholders may vote either in person or by written proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them.

Section 1.6. Action at Meeting. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office, and a majority of the votes properly cast upon any question other than election to an office shall decide such question, except where a larger vote is required by law, the Articles of Incorporation or these By-Laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

Section 1.7. Action Without Meeting. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting without prior notice and without a vote, if a consent or consents in writing, setting

  forth the action so taken, shall be signed by the holders of the minimum number of votes
  necessary to authorize or take such action at a meeting at which shares entitled to vote thereon were present and voted and copies are delivered to the Corporation in the manner prescribed by law.

Section 1.8. Voting of Shares of Certain Holders. Shares of stock of the Corporation standing in the name of another Corporation, domestic or foreign, may be voted by such Officer, agent,

  or proxy as the By-Laws of such Corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such Corporation may determine.

Shares of stock of the Corporation standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court-appointed guardian or conservator without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares of capital stock of the Corporation standing in the name of a trustee or fiduciary may be voted by such trustee or fiduciary.

Shares of stock of the Corporation standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority

    so to do be contained in an appropriate order of the court by which such receiver was appointed.

A stockholder whose shares are pledged shall be entitled to vote such shares unless in the transfer by the pledgor on the books of the Corporation he expressly empowered the pledgee to vote thereon, in which case only the pledgee or its proxy shall be entitled to vote the shares so transferred.

Shares of its own stock belonging

  to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by the Corporation in a fiduciary capacity may be
    voted and shall be counted in determining the total number of outstanding shares.

---

Section 1.9. Stockholder Lists. The Secretary (or the Corporation's transfer agent or other person authorized by these By-Laws or by law) shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which

    place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE II.

Board of Directors

Section 2.1. Powers. Except as reserved to the stockholders by law, by the Articles of

  Incorporation or by these By-Laws, the business of the Corporation shall be managed under the direction of the Board of Directors, who
    shall have and may exercise all of the powers of the Corporation. In particular, and without limiting the foregoing, the Board of Directors shall have the power to issue or reserve for issuance from time to time the whole or any part of the capital stock of the Corporation which may be authorized from time to time to such person, for such consideration and upon such terms and conditions as they shall determine, including the granting of options, warrants or conversion or other rights to
    stock.

Section 2.2. Number of Directors; Qualifications. The Board of Directors shall consist of such number of Directors, not less than two (2) nor more than six (6), as

    shall be fixed initially by the incorporator\(s\) and thereafter

  by the Board of Directors. No Director need be a stockholder.

Section 2.3. Nomination of Directors.

(a)          Nominations for the election of Directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of Directors. Nominations by stockholders shall be made by notice in writing,

  delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 60 days nor more than 90 days prior to any meeting of the stockholders

    called for the election of Directors; provided, however,
    that if less than 75 written

  days' notice of the meeting is given to stockholders, such notice of nomination by a stockholder shall be delivered or mailed, in the manner prescribed above, to the Secretary of the Corporation not later than the close of the fifth day following the day on which notice of the meeting was mailed

  to stockholders.

(b)          Each notice under subsection (a) shall set forth

    \(i\) the name, age, business address and, if known, residence address of each nominee proposed in such notice, \(ii\) the principal occupation or employment of each such nominee, and \(iii\) the number of
    shares of stock of the Corporation which are beneficially owned by each such nominee.

(c)          The chairman of the meeting of stockholders shall determine whether or not a nomination was made in accordance with the procedures of this Section 2.3, and if he shall determine

    that it was not, he shall so declare to the meeting and the defective nomination shall be disregarded.

---

Section 2.4. Election of Directors. The initial Board of Directors shall be designated in the certificate of Incorporation, or if not so designated, elected by the incorporator(s) at the first meeting thereof. Thereafter, Directors shall be elected by the stockholders at their annual meeting or at any special meeting the notice of which specifies the election of Directors as an item of business for such meeting.

Section 2.5. Vacancies; Reduction of

    the Board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the stockholders or by the Directors then in office or by a sole remaining Director. In lieu of filling any such vacancy, the stockholders or Board of Directors may reduce the number of Directors, but not to a number less than two \(2\). When one or more
    Directors shall resign from the Board of Directors, effective

  at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 2.6. Enlargement of the Board. The Board of Directors may be enlarged by the

  stockholders at any meeting
  or by vote of a majority of the Directors then in office.

Section 2.7. Tenure and Resignation. Except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws, Directors shall hold office until the next annual meeting of stockholders and thereafter until their successors are chosen and qualified. Any Director may resign by

  delivering or mailing postage prepaid a written resignation to the Corporation at its principal office or to the President, Secretary or Assistant Secretary, if any. Such
  resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon

  the happening of some other event.

Section 2.8. Removal. A Director, whether elected by the stockholders or Directors, may be removed from office with or without cause at any annual or special meeting of stockholders by vote of a majority of the stockholders entitled to vote in the election of such Directors; provided, however, that a Director may be removed for cause only after reasonable notice and opportunity to be heard before the stockholders.

Section 2.9. Meetings. Regular meetings of the Board of Directors may be held without call or notice at such times and such places within or without the State of Nevada as the board may, from time to time, determine, provided that notice of the first regular meeting following any such determination shall be given to Directors absent from such determination. A regular meeting of the Board of Directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders or the special meeting of the stockholders held in place of such annual meeting, unless a quorum of the Directors is not then present. Special meetings of the Board of Directors may be called by any Director. Such special meetings may be held at any time and at any place designated in the call of the meeting when called by the President, Treasurer, or one or more Directors. Members of the Board of Directors or any committee elected thereby may participate in a meeting of such board or committee by means of a conference telephone

  or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same

  time, and participation by such means shall constitute presence in person at the meeting.

Section 2.10. Notice of Meeting. It shall be sufficient notice

    to a Director to send notice by e-mail or mail at least forty-eight \(48\) hours before the meeting addressed to such person at his usual or last known business or residence address or to give notice to such person in person or by
    telephone at least twenty-four \(24\) hours before the meeting. Notice shall

    be given by the Secretary, or in his absence or unavailability, may be given by an Assistant Secretary, if any, or by the Officer or Directors calling the meeting. The requirement of notice to any Director may be waived by a written waiver of notice, executed by such person before or after the

    meeting or meetings, and filed with the records of the meeting,
  or by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice. A notice or waiver of notice of a Directors' meeting need not specify the purposes of the meeting.

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Section 2.11. Agenda. Any lawful business may be transacted at a meeting of the board

  of Directors, notwithstanding the fact that the nature of the business may not have been specified in the notice or waiver of notice of the meeting.

Section 2.12. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Section 2.13. Action at Meeting. Any motion adopted by vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where a different vote is required by law, by the Articles of Incorporation or by these By-Laws. The assent in writing of any Director to any vote or action of the Directors taken at any meeting, whether or not a quorum was present and whether or not the Director had or waived notice of the meeting, shall have the same effect as if the Director so assenting was present at such meeting and voted in favor of such vote or action.

Section 2.14. Action Without Meeting. Any action by the Directors may be taken without a meeting if all of the Directors consent to the action in writing and the consents are filed with the records of the Directors' meetings. Such consent shall be treated for all purposes as a vote of the Directors at a meeting.

Section 2.15. Committees. The Board of Directors may, by the affirmative vote of a majority of the Directors then in office, appoint an executive committee or other committees consisting of one or more Directors and may by vote delegate to any such committee some or all of their powers except those which by law, the Articles of Incorporation or these By-Laws they may not delegate. In the absence or disqualification of a member of a committee, the members of the committee present

    and not disqualified, whether or not they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act
    at the meeting in place
  of the absence or disqualified member. Unless the Board of Directors shall otherwise provide, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or such rules, its meetings shall be called, notice given or waived, its business conducted or its action taken as nearly as may be in
    the same manner as is provided in these By-Laws with respect to meetings or for the conduct of business or the taking of actions by
    the Board of Directors. The Board of Directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee at any time. The Board of Directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

Section 2.16. Expenses. Reasonable travel and other expenses incurred by any non-employee Director in connection with such Director's service on the Board of Directors will be paid by the Corporation, subject to the Corporation's standard reimbursement policies.

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ARTICLE III.

Officers

Section 3.1. Enumeration. The Officers shall consist of a President, Treasurer, a Secretary and such other Officers and agents (including one or more Vice-Presidents, Assistant Treasurers and Assistant Secretaries), as the Board of Directors may, in their discretion, determine.

Section 3.2. Election. The President, Treasurer and Secretary shall be elected annually by the Directors at their first meeting following

    the annual meeting of the stockholders or any special meeting held in lieu of the annual meeting. Other Officers may be chosen by the Directors at such meeting or at any other meeting.

Section 3.3. Qualification. An Officer may, but need not, be a Director or stock holder. Any two or more offices may be held by the same person. Any Officer may be required by the Directors to give bond for the faithful performance of his duties to the Corporation in such amount and with such sureties as the Directors may determine. The premiums for such bonds may be paid by the Corporation.

Section 3.4. Tenure. Except as otherwise provided by the Articles of Incorporation or these By-Laws, the term of office of each Officer shall be for one year or until his successor is elected and qualified or until his earlier resignation or removal.

Section 3.5. Removal. Any Officer may be removed from office, with or without cause, by the affirmative vote of a majority of the Directors then in office; provided, however, that an Officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon.

Section 3.6. Resignation. Any Officer may resign by delivering or mailing postage prepaid a written resignation to the Corporation at its principal office or to the President, Secretary, or Assistant Secretary, if any, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some event.

Section 3.7. Vacancies. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 3.8. President. The President shall be the Chief Executive Officer of the Corporation.  Except as otherwise voted by the Board of Directors, the President shall preside at all meetings of the stockholders and of the Board of Directors at which present. The President shall have such duties and powers as are commonly incident to the office

  and such duties and powers as the Board of Directors shall from time to time designate.

Section 3.9. Vice-President(s). The Vice-President(s), if any, shall have such powers and perform such duties as the Board of Directors may from time to time determine.

Section 3.10. Treasurer and Assistant Treasurers. The Treasurer, subject to the direction and under the supervision and control of the Board of Directors, shall have general charge of the financial affairs of the Corporation. The Treasurer shall have custody of all funds, securities and valuable papers of the Corporation, except as the Board of Directors may otherwise provide. The Treasurer shall keep or cause to be kept full and accurate records of account which shall be the property of the Corporation, and which shall be always open to the inspection of each elected Officer and Director of the Corporation. The Treasurer shall deposit or cause to be deposited all funds of the Corporation in such depository or depositories as may be authorized by the Board of Directors. The Treasurer shall have the power to endorse for deposit or collection all notes, checks, drafts, and other negotiable instruments payable to the Corporation. The Treasurer shall perform such other duties as are incidental to the office, and such other duties as may be assigned by the Board of Directors.

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Assistant Treasurers, if any, shall have such powers and perform such duties as the Board of Directors may from time to time determine.

Section 3.11. Secretary and Assistant Secretaries. The Secretary shall record, or cause to be recorded, all proceedings of the meetings of the stockholders and Directors (including committees thereof) in the book of records of this Corporation. The record books shall be open at reasonable times to the inspection of any stockholder, Director, or Officer. The Secretary shall notify the stockholders and Directors,

  when required by law or by these By-Laws, of their respective meetings, and shall perform such
    other duties as the Directors and stockholders may from time to time prescribe. The Secretary shall have the custody and

  charge of the corporate seal, and shall affix the seal of the Corporation to all instruments requiring such seal, and shall certify under the corporate seal the proceedings of the Directors and of the stockholders, when required. In the absence of the Secretary at any such meeting, a temporary Secretary shall be
    chosen who shall record the proceedings of the meeting in the aforesaid books.

Assistant Secretaries, if any, shall have such powers and perform such duties as the Board of Directors may from time to time designate.

Section 3.12. Other Powers and Duties. Subject to these By-Laws and to such limitations as the Board of Directors may from time to time prescribe, the Officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors.

ARTICLE IV.

Capital Stock

Section 4.1. Stock Certificates. Each stockholder shall be entitled to a certificate representing the number of shares of the capital stock of the Corporation owned by such person in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors. Each certificate shall be signed by the President or Vice-President and Treasurer or Assistant Treasurer or such other Officers designated by the Board of Directors from time to time as permitted by law, shall bear the seal of the Corporation, and shall express on its face its number, date of issue, class, the number of shares for which, and the name of the person to whom, it is issued. The corporate seal and any or all of the signatures of Corporation Officers may be facsimile if the stock certificate is manually counter-signed by an authorized

    person on behalf of a transfer agent or registrar other than the Corporation or its employee.

If an Officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed on, a certificate shall have ceased to be such before the certificate is issued, it may be issued by the Corporation with the same effect as if he were such Officer, transfer agent or registrar at the time of its issue.

Section 4.2. Transfer of Shares. Title to a certificate of stock and to the shares represented thereby shall be transferred only on the books of the Corporation by delivery to the Corporation or its transfer agent of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a properly executed written power of attorney to sell, assign or transfer the same or the shares represented thereby. Upon surrender of a certificate for the shares being transferred, a new certificate or certificates shall be issued according to the interests of the parties.

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Section 4.3. Record Holders. Except as otherwise may be required by law, by the Articles of Incorporation or by these By-Laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-Laws.  It shall be the duty of each stockholder to notify the Corporation of his post office address.

Section 4.4. Record Date. In order that the Corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournments thereof, or to express consent to corporate action in writing without

    a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of
    Directors may fix, in advance, a record date, which shall not be more than sixty days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock
    on the books of the Corporation after the record date.

If no record date is fixed: (i) the record date for determining stockholders entitled  to  receive notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived , at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate

  action in writing without a meeting, when no prior action by the Board of
    Directors is necessary, shall be the day on which the first written consent is expressed; and \(iii\) the record date for determining

  stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts

    the resolution relating thereto.

Section 4.5. Transfer Agent and Registrar for Shares of Corporation. The Board of Directors may appoint a transfer agent and a registrar of the certificates of stock of the Corporation. Any transfer agent so appointed shall maintain, among other records, a stockholders' ledger, setting forth the names and addresses of the holders of all issued shares of stock of the Corporation, the number of shares held by each, the certificate numbers representing such

  shares, and the date of issue of the certificates representing such shares. Any registrar so appointed shall maintain, among other records, a share register, setting forth the total number of shares of each class of shares which the Corporation is authorized to issue and the total number of shares actually issued. The stockholders' ledger and the share register are hereby identified as the stock transfer books of the Corporation; but as between the stockholders' ledger and the share register, the names and addresses of stockholders, as they

    appear on the stockholders' ledger maintained by the transfer agent shall be the official list of stockholders of record of the Corporation. The name and address of each stockholder of record, as they appear upon the stockholders' ledger, shall be conclusive evidence of who are the stockholders entitled to receive notice of the meetings of stockholders, to vote at such meetings, to
    examine a complete list of the stockholders entitled to vote at meetings, and to own, enjoy and exercise any other property or rights deriving from such shares against the Corporation. Stockholders, but not the
  Corporation, its Directors, Officers, agents or attorneys, shall be responsible for notifying the transfer agent, in writing, of any changes in their names or addresses from time to  time, and failure to do so will relieve

    the Corporation, its other stockholders, Directors, Officers, agents and attorneys, and its transfer agent and registrar, of liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing in the stockholders' ledger maintained by the transfer agent.

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Section 4.6. Loss of Certificates. In case of the loss, destruction or mutilation of a certificate

  of stock, a replacement certificate may be issued in place thereof upon such terms as the Board of Directors may prescribe, including, in the discretion of the Board of Directors, a requirement of bond and indemnity to the Corporation.

Section 4.7. Restrictions on Transfer. Every certificate for shares of stock which are subject to any restriction on transfer, whether pursuant to the Articles of Incorporation, the By-Laws or any agreement to which the Corporation is a party, shall have the fact of the restriction noted conspicuously on the certificate and shall also set forth on the face or back either the full text of the restriction or a statement that the Corporation will furnish a copy to the holder of such certificate upon written request and without charge.

Section 4.8. Multiple Classes of Stock. The amount and classes of the capital stock and the par value, if any, of the shares, shall be as fixed in the Articles of Incorporation. At all times when there are two or more classes of stock, the several classes of stock shall conform to the description and the terms and have the respective preferences, voting powers, restrictions and qualifications set forth in the Articles of Incorporation and these By-Laws. Every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall set forth on its face or  back either (i) the full text of the preferences, voting powers, qualification

  s and special and relative rights of the shares of each class and series authorized to be issued, or \(ii\) a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the Corporation
  will furnish a copy thereof to the holder of such certificate upon written request

  and without charge.

ARTICLE V.

Dividends

Section 5.1. Declaration of Dividends. Except as otherwise required by law or by the Articles of Incorporation, the Board of Directors may, in its discretion, declare what, if any, dividends shall be paid from the surplus or from the net profits of the Corporation for the current or preceding fiscal year, or as otherwise permitted by law. Dividends may be paid in cash, in property, in shares of the Corporation's stock, or in any combination thereof. Dividends shall be payable upon such dates as the Board of Directors may designate.

Section 5.2. Reserves. Before the payment of any dividend and before making any distribution of profits, the

    Board of Directors, from time to time and in its absolute discretion, shall have power to set aside out of the surplus or net profits of the Corporation such sum or sums as the Board of Directors deems proper and sufficient as a reserve fund to meet contingencies or for such other purpose as the Board of Directors shall deem to be in the best interests of the Corporation, and the Board of Directors may modify or abolish any

    such reserve.

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ARTICLE VI.

Powers of Officers to Contract With the Corporation

Any and all of the Directors and Officers of the Corporation, notwithstanding their official relations to it, may enter into and perform any contract or agreement of any nature between the Corporation and themselves, or any and all of the individuals from time to time constituting the Board of Directors of the Corporation, or any firm or Corporation in which any such Director may be interested , directly or indirectly, whether such individual, firm or Corporation thus contracting with the Corporation shall thereby

  derive personal or corporate profits or benefits or otherwise; provided, that \(i\) the material facts of such interest are disclosed or are known to the Board of Directors or committee thereof which authorizes such contract
    or agreement; \(ii\) if the material facts as to such person's relationship or interest are disclosed or are known to the stockholders
    entitled to vote thereon, and the contract is specifically approved in good faith by a vote of the stockholders;

    or \(iii\) the contract or agreement is fair as to the Corporation as of the time it is authorized , approved or ratified by the Board of Directors, a committee thereof, or the stockholders. Any Director of the Corporation who is interested in any transaction as aforesaid may nevertheless be counted in determining the existence of a quorum at any meeting of the Board of
    Directors which shall authorize or ratify any such transaction. This Article shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common or statutory law applicable thereto.

ARTICLE VII

Indemnification

Section 7.1. Definitions. For purposes of this Article VII the following terms shall have the meanings indicated:

"Corporate Status" describes the status of a person who is or was a Director, Officer, employee, agent, trustee or fiduciary of the Corporation or of any other Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the express written request of the Corporation.

"Court" means the Court of the State of Nevada, the court in which the

    Proceeding in respect of which indemnification is sought by a Covered Person shall have been brought or is pending, or another court having subject matter jurisdiction and personal jurisdiction over the parties.

"Covered Person" means a person who is a present or former Director or Officer of the Corporation and shall include such person's legal representatives, heirs, executors and administrators.

"Disinterested" describes any individual, whether or not that individual is a Director, Officer, employee or agent of the Corporation, who is not and was not and is not threatened to be made a party

    to the Proceeding in respect of which indemnification, advancement of Expenses or other
    action is sought by a Covered Person.

“Expenses" shall include, without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in a Proceeding.

"Good Faith" shall mean a Covered Person having acted in good faith and in

  a manner such Covered Person reasonably believed to be in or not opposed to the

  best interests of the Corporation or, in the case of an employee benefit plan, the best interests of the participants or beneficiaries of

  said plan, as the case may be, and, with respect to any Proceeding which is criminal in nature,

    having had no reasonable cause to believe such Covered Person's conduct was unlawful.

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"Improper Personal Benefit" shall include, but not be limited to, the personal gain in fact by reason of a person's corporate status of a financial profit, monies or other advantage not also accruing to the benefit of the Corporation or to the stockholders

    generally and which is unrelated to his usual compensation including, but not limited to, \(i\) in exchange for the exercise of influence over

  the Corporation's affairs, \(ii\) as a result of the diversion of corporate opportunity, or \(iii\) pursuant to the use or communication of confidential or
  inside information for the purpose of generating a profit from trading in the Corporation's securities. Notwithstanding the foregoing, "Improper Personal Benefit" shall not include any benefit, directly or indirectly, related to actions taken in order to evaluate, discourage, resist, prevent or negotiate any transaction with or proposal from any person or entity seeking control of, or a controlling
    interest in, the Corporation.

"Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters

    of Corporation law and may include law firms or members thereof that are regularly retained by the Corporation but not by any other party to the Proceeding giving rise to a claim for indemnification hereunder.
  Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the standards of professional conduct then prevailing and applicable to such
  counsel, would have a conflict of interest in representing either the Corporation or Covered Person in an action to determine the Covered Person's rights under this Article.

"Officer" means the President, Vice Presidents, Treasurer, Assistant Treasurer(s), Secretary, Assistant Secretary and such other executive Officers as are appointed by the Board of Directors of the Corporation and explicitly entitled to indemnification hereunder.

"Proceeding" includes any actual, threatened or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any internal corporate investigation), administrative hearing or any other proceeding, whether  civil, criminal, administrative or  investigative, other than one initiated by the Covered Person, but including one initiated by a Covered Person for the purpose of enforcing such Covered Person's rights under this Article to the extent provided in Section 7.14 of this Article. "Proceeding" shall not include any counterclaim brought by any Covered Person other than one arising out of the same transaction or occurrence that is the subject matter of the underlying claim.

Section 7.2. Right to Indemnification in General.

(a)          Covered Persons. The Corporation may indemnify, and may advance Expenses, to each Covered Person who is, was or is threatened to be made a party or otherwise involved in any Proceeding, as provided in this Article and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit.

The indemnification provisions in this Article shall be deemed to be a contract between the Corporation and each Covered Person who serves in any Corporate Status at any time while these provisions as well as the relevant provisions of the Nevada General Corporation Law are in effect, and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any Proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Covered Person.

(b)          Employees and Agents. The Corporation

  may, to the extent authorized from time to time by the Board of Directors, grant indemnification and the advancement of Expenses to any employee or agent of the Corporation to the

    fullest extent of the provisions of this Article with respect to the indemnification and advancement of Expenses of
    Covered Persons.

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Section 7.3. Proceedings Other Than Proceedings by or in the Right of the Corporation. Each Covered Person may be entitled to the rights of indemnification provided in this Section 7.3 if, by reason of such Covered Person's Corporate Status, such Covered Person is, was or is threatened to be made, a party to or

  is otherwise involved in
    any Proceeding, other than a Proceeding by or in the right of
  the Corporation. Each Covered Person may be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlements, actually and
    reasonably incurred by such Covered Person or on such Covered Person's behalf in connection with such Proceeding or any claim, issue or matter therein, if such Covered Person acted in Good Faith and such Covered Person has not been adjudged during the course of such proceeding to have derived an Improper Personal Benefit from the transaction or occurrence forming the basis of such Proceeding.

Section 7.4. Proceedings by or in the Right of the Corporation. Each Covered Person may be entitled to the rights of indemnification provided in this Section 7.4 if, by reason of such Covered Person's Corporate Status, such Covered Person is, or is threatened to be made, a party to or is otherwise involved in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Such Covered Person may be indemnified against Expenses, judgments, penalties, and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection with such Proceeding if such Covered Person acted in Good Faith and such Covered Person has not been adjudged during the course of such proceeding to have derived an Improper Personal Benefit from the transaction or occurrence forming the basis of such Proceeding. Notwithstanding the foregoing, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which such Covered Person shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Corporation in such event if and only to the extent that the Court which is considering the matter shall so determine.

Section 7.5. Indemnification of a Party Who is Wholly or Partly Successful. Notwithstanding any provision of this Article to the contrary, to the extent that a Covered Person is, by reason of such Covered Person's Corporate Status, a party to or is otherwise involved in and is successful, on the merits or otherwise, in any Proceeding, such Covered Person shall be indemnified to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection therewith. If such Covered Person is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify such Covered Person to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection with each successfully resolved claim,

  issue or matter. For purposes of this Section 7.5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 7.6. Indemnification for Expenses of a Witness. Notwithstanding any provision of this Article to the contrary, to the extent that a Covered Person is, by reason of such Covered Person's Corporate Status, a witness in any Proceeding, such Covered Person shall be indemnified against all Expenses actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection therewith.

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Section 7.7. Advancement of Expenses. Notwithstanding any provision of this Article to the contrary, the Corporation may advance all reasonable Expenses which, by reason of a Covered Person's Corporate Status, were incurred by or on behalf of such Covered Person in connection with any Proceeding, within thirty (30) days after the receipt by the Corporation of a statement or statements from such Covered Person requesting such advance or advances, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Covered Person and shall include or be preceded or accompanied by an undertaking by or on behalf of the Covered Person to repay any Expenses if such Covered Person shall be adjudged to be not entitled to be indemnified against such Expenses. Any advance and undertaking to repay pursuant to this Section 7.7 may be unsecured interest-free, as the Corporation sees fit. Advancement of Expenses pursuant to this Section 7.7 shall not require approval of the Board of Directors or the stockholders of the Corporation, or of any other person or body. The Secretary of the Corporation shall promptly advise the Board in writing of the request for advancement of Expenses, of the amount and other details of the request and of the undertaking to make repayment provided pursuant to this Section 7.7.

Section 7.8. Notification and Defense of Claim. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if a claim is to be made against the Corporation under this Article, notify the Corporation of the commencement of the Proceeding. The failure to notify the Corporation will not relieve the Corporation from any liability which it may have to

  such Covered Person otherwise than under this Article. With respect to any such Proceedings to which such Covered Person notifies the Corporation:

(a)          The Corporation will be entitled to participate in the defense at its own expense.

(b)         Except as otherwise provided below in this subparagraph (b), the Corporation (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense with counsel reasonably satisfactory to the

  Covered Person. After notice from the Corporation

  to the Covered Person of its election to assume the defense of a suit, the Corporation will not be liable to the Covered Person under this
    Article for any legal or other expenses subsequently incurred by the Covered Person in connection with the defense of the Proceeding other than reasonable costs of investigation or as otherwise provided below in this subparagraph \(b\). The Covered Person shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense shall be at the expense of the Covered Person except as provided in this paragraph. The fees and expenses
    of counsel shall be at the expense of the Corporation if \(i\) the employment of counsel by the Covered Person has been authorized by the Corporation, \(ii\) the Covered Person shall have concluded reasonably that there may be a conflict of interest between the Corporation and the Covered Person in the conduct of the defense of such action and such conclusion is confirmed in writing by the Corporation's outside counsel regularly employed

  by it in connection with
  corporate matters, or \(iii\)
  the Corporation shall not
  in fact have employed counsel to assume the defense of such Proceeding. The Corporation shall be entitled to participate in, but shall not be entitled to assume the defense of any Proceeding brought by or

  in the right of the Corporation or as to which the Covered Person shall have made the conclusion provided for in \(ii\) above and such conclusion shall have been so confirmed by the Corporation' s said outside counsel.

(c)          Notwithstanding any provision of this Article to the contrary, the Corporation shall not be obligated to indemnify the Covered Person under this Article for any amounts paid in settlement of any Proceeding effected without its written consent. The Corporation shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the Covered Person for any purpose without such Covered Person's written consent. Neither the Corporation nor the Covered Person

    will unreasonably withhold their consent to any proposed settlement.

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(d)         If it is determined that the Covered Person is entitled to indemnification other than as afforded under subparagraph (b) above, payment to the Covered Person of the additional amounts for which he is to be indemnified shall be made within ten (10) days after such determination.

Section 7.9. Procedures.

(a)          Method of Determination. A determination (as provided for by this Article or if required by applicable law in the specific case) with respect to a Covered Person's entitlement to indemnification shall be made either (a) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors, or (b) in the event that a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written determination to the Board of Directors, a copy of which shall be delivered to the Covered Person seeking indemnification, or (c) by the vote of the holders of a majority of the Corporation's capital stock outstanding at the time entitled to vote thereon.

(b)          Initiating Request.  A Covered Person who seeks indemnification under this Article shall submit a Request for Indemnification, including such documentation and information as is reasonably available to such Covered Person and is reasonably necessary to determine whether and to what extent such Covered Person is entitled to indemnification.

(c)          Presumptions. In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall not presume that the Covered Person is or is not entitled to indemnification under this Article.

(d)          Burden of Proof. Each Covered Person shall bear the burden of going forward and demonstrating sufficient facts to support his claim for entitlement

  to indemnification under this Article. That burden shall be deemed satisfied by the submission of an initial Request for Indemnification pursuant to Section 7.9 \(b\) above.

(e)          Effect of Other Proceedings. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty or of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of a Covered Person

    to indemnification or create a presumption that a Covered Person did not act in Good Faith.

(f)          Actions of Others. The knowledge, actions, or failure to act, of any Director, Officer, employee, agent, trustee or fiduciary of the enterprise whose daily activities the Covered Person was actually responsible for may be imputed to a Covered Person for purposes of determining the right to indemnification under this Article.

Section 7.10. Action by the Corporation. Any action, payment, advance determination other than a determination made pursuant to Section 7.9 (a) above, authorization, requirement, grant of indemnification or other action taken by the Corporation pursuant to this Article shall be effected exclusively through any Disinterested person so authorized by the Board of Directors of the Corporation, including the President or any Vice President of the Corporation.

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Section 7.11. Non-Exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Article shall not be deemed exclusive of any other rights to which a Covered Person may at any time be entitled under applicable law, the Articles of Incorporation, these By-Laws, any agreement, a vote of stockholders or a resolution of the Board of Directors, or otherwise. No amendment, alteration, rescission or replacement of this Article or any provision hereof shall be effective as to an Covered Person with respect to any action taken or o mitted by such Covered Person in such Covered Person's Corporate Status or with respect to any state of facts then or previously existing or any Proceeding previously or thereafter brought or threatened based in whole or to the extent based in part upon any such state of facts existing prior to such amendment, alteration, rescission or replacement.

Section 7.12. Insurance. The Corporation may maintain, at its expense, an insurance policy or policies to protect itself and any Covered Person, Officer, employee or agent of the Corporation or another enterprise against liability arising out of this Article or otherwise, whether or not the Corporation would have the power to indemnify any such person against such liability under the Nevada General Corporation Law.

Section 7.13. No Duplicative Payment. The Corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that a Covered Person

  has otherwise actually received such payment under any insurance policy, contract, agreement

    or otherwise.

Section 7.14. Expenses of Adjudication. In the event that any Covered Person seeks a judicial adjudication, or an award in arbitration, to enforce such Covered Person's rights under, or to recover damages for breach of, this Article, the Covered Person shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Section 7.1 of this Article) actually and reasonably incurred by such Covered Person in seeking

  such adjudication or arbitration, but only if such Covered Person prevails therein. If it shall be determined in such adjudication or arbitration that the Covered Person
  is entitled to receive part

    but not all of the indemnification of expenses sought, the expenses incurred by such Covered Person in connection with such adjudication or arbitration
  shall be appropriately prorated.

Section 7. 15. Severability. If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a)         the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and

(b)         to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision

    held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable\) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE VIII.

Miscellaneous Provisions

Section 8.1. Articles of Incorporation. All references in these By-Laws to the Articles of Incorporation shall be deemed to refer to the Articles of Incorporation of the Corporation, as amended and in effect from time to time.

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Section 8.2. Fiscal Year. Except as from time to time otherwise provided by the Board of Directors, the fiscal year of the Corporation shall end on the 31^st^ of December of each year.

Section 8.3. Corporate Seal. The Board of Directors shall have the power to adopt and alter the seal of the Corporation.

Section 8.4. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an Officer of the Corporation on its behalf shall be signed by the President, Vice-President(s), Secretary or the Treasurer except as the Board of Directors may generally or in particular cases otherwise determine.

Section 8.5. Voting of Securities. Unless the Board of Directors otherwise provides, the President or the Treasurer may waive notice of and

    act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other Corporation or organization, any of whose securities are held by this Corporation.

Section 8.6. Evidence of Authority. A certificate by the Secretary or any Assistant Secretary as to any action ta ken by the stockholders, Directors or any Officer or representative of the Corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence

  of such action. The exercise of any power which by law, by the Articles of Incorporation, or by these By-Laws, or under any vote of the stockholders or the Board of Directors, may be exercised by an Officer of the Corporation only
  in the event of absence of another Officer or any other contingency shall bind the
    Corporation in favor of anyone relying thereon in good faith, whether or not such absence or contingency existed.

Section 8.7. Corporate Records. The original, or attested copies, of the Articles of Incorporation, By-Laws, records of all meetings of the

  incorporators and stockholders, and the stock transfer books \(which shall contain the names of all stockholders and the record address and the amount of stock held by each\) shall be kept in Nevada at the principal office of the Corporation, or at an office of the Corporation, or at an office of its transfer agent or of the Secretary or of the assistant Secretary, if any. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to inspection of any stockholder for any purpose but not to secure a list of stockholders for the purpose of selling said list or copies thereof or for using the same for a purpose other than in
    the interest of the applicant, as a stockholder, relative to the affairs of the Corporation.

Section 8.8. Charitable Contributions. The Board of Directors from time to time may authorize contributions to be made by the Corporation in such amounts as it may determine to be reasonable to Corporations, trust, funds or foundations organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earnings of which inures to the private benefit of any stockholder or individual.

Section 8.9. Communication of Notices. Any notices required to be given under these By-Laws may be given (i) by delivery in person, (ii) by mailing it, postage prepaid, first class, (iii) by mailing it by nationally or internationally recognized second day or faster courier service, (iv) by facsimile transmission, or (v) by electronic transmission, in each case, to the addressee; provided, however that facsimile transmission

  or electronic transmission may only be used if the addressee has consented to such means.

Section 8.10. Electronic Transmissions.  Notwithstanding any reference in these By-Laws to written instruments, all notices, meetings, consents and other communications contemplated by these By- laws may be conducted by means of an electronic transmission, to the extent permitted by law, if specifically authorized by the Board of Directors of the Corporation.

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ARTICLE IX.

Amendments

Section 9. 1. Amendment by Stockholders. Prior to the issuance of stock, these By-Laws may be amended, altered or repealed by the incorporator(s) by majority vote. After stock has been issued, these By-Laws may be amended altered or repealed by the stockholders

    at any annual or special meeting by vote or a majority of all shares outstanding and entitled to vote, except that where the effect of the amendment would be to reduce any voting requirement otherwise required by law,
  the Articles of Incorporation or these By-Laws, such amendment shall require the vote that would have been required by such other provision. Notice and
    a copy of any proposal to amend these By-Laws must be included in the notice of meeting of stockholders at which action is taken upon such amendment.

Section 9.2. Amendment by Board of Directors. These By-Laws may be amended or altered by the Board of Directors at a meeting duly called for the purpose by majority vote of the Directors then in office, except that Directors shall not amend the By-Laws in a manner which:

(a)          changes the stockholder voting requirements for any action;

(b)          alters or abolishes any preferential right or right of redemption applicable to a class or series of stock with shares already outstanding;

(c)          alters the provisions of Article IX hereof; or

(d)          permits the Board of Directors to take any action which under law, the Articles of Incorporation, or these By-Laws is required to be taken by the stockholders.

Any amendment of these By-Laws by the Board of Directors may be altered or repealed by the stockholders at any annual or special meeting of stockholders.

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EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement Number 333-183652 of CreditRiskMonitor.com, Inc. on Form S-8 of our report dated March 18, 2020 on our audits of the financial statements of CreditRiskMonitor.com, Inc. as of December 31, 2019 and 2018 and for each of the years then ended appearing in this Annual Report on Form 10-K of CreditRiskMonitor.com, Inc. for the year ended December 31, 2019.

/s/ CohnReznick LLP

Jericho, New York

March 18, 2020

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jerome S. Flum, certify that:

1.	I have reviewed this annual report on Form 10-K 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,<br> not misleading with respect to the period covered by this report;
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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 registrant as of,<br> and for, the periods presented in this report;
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4.	The registrant’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)) and internal control over financial<br> reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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 registrant, including its consolidated<br> subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br> and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)	Evaluated the effectiveness of the registrant’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<br> this report based on such evaluation; and
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d)	Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual<br> report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of<br> 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 registrant’s ability to record, process, summarize and<br> report financial information; and
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b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: March 18, 2020	By:	/s/	Jerome S. Flum
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			Jerome S. Flum
			Chief Executive Officer

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EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Lawrence Fensterstock, certify that:

1.	I have reviewed this annual report on Form 10-K 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,<br> not misleading with respect to the period covered by this report;
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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 registrant as of,<br> and for, the periods presented in this report;
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4.	The registrant’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)) and internal control over financial<br> reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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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 registrant, including its consolidated<br> subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting<br> and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)	Evaluated the effectiveness of the registrant’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<br> this report based on such evaluation; and
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d)	Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual<br> report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of<br> 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 registrant’s ability to record, process, summarize and<br> report financial information; and
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b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: March 18, 2020	By:	/s/	Lawrence Fensterstock
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			Lawrence Fensterstock
			Chief Financial Officer

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EXHIBIT 32.1

CERTIFICATION 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 Annual Report of CreditRiskMonitor.com, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2019, 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.
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By:	/s/	Jerome S. Flum
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		Jerome S. Flum
		Chief Executive Officer

March 18, 2020

This certification is being furnished to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.

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EXHIBIT 32.2

CERTIFICATION 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 Annual Report of CreditRiskMonitor.com, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2019, 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.
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By:	/s/	Lawrence Fensterstock
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		Lawrence Fensterstock
		Chief Financial Officer

March 18, 2020

This certification is being furnished to the SEC with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section.

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