UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                  -------------

(Mark One)

[X]  ANNUAL REPORT PURSUANT  SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934. For the fiscal year ended June 30, 2006

[ ]  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 0-28377


                             FINANCIALCONTENT, INC.
 ------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

            Delaware                                           94-3319536
-------------------------------                           ---------------------
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                            identification number)

       101 Lincoln Centre Drive, Suite 410, Foster City, California 94404
        ---------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Issuer's telephone number (650) 286-9702

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

Title of each class                 Name of each exchange on which registered

      None
-------------------                 -----------------------------------------

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

                                  Common Stock
             ------------------------------------------------------
                                (Title of class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days. Yes
[X] No [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item  405  Regulation  S-B  contained  in this  form and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]
<PAGE>
         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]


         State issuer's revenues for its most recent fiscal year: $1,832,944

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity:  as of September 21, 2006 the aggregate market value  approximated  $2.3
million.

         The total number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 10,949,293

         Documents incorporated by reference: None

         Transitional  Small Business  Disclosure Format (Check one):
Yes [ ]   No  [X]

                                     PART I

Item 1.  Description of Business

Business Development

FinancialContent, Inc. (hereinafter "FinancialContent" or the "Company" or "we")
is a Delaware corporation formed on October 15, 1996.

Prior to 2001,  we were an  accelerator/incubator  that  developed  and acquired
Internet companies. On May 10, 2000, we formed FinancialContent  Services in the
State  of  Delaware  under  the  name  FinancialContent.com,  Inc.  (hereinafter
"FinancialContent Services"). As an accelerator/incubator, we provided strategic
consulting,  business services and seed capital to FinancialContent Services and
other emerging companies that were developing Internet web sites or web-enabling
technologies.

FinancialContent Services soon emerged from our accelerator/incubator program as
a company with tremendous potential for growth. At its outset,  FinancialContent
Services  provided  financial  content  to  websites  through  a unique  modular
distribution  format on a no fee basis.  By February 2001,  approximately  1,000
websites were receiving financial data and news from FinancialContent  Services.
In February of 2001,  FinancialContent  Services announced the commercial launch
of its Version 2.0 software program and began converting existing clients to the
paid service as well as soliciting new paying clients.

Encouraged by the development of  FinancialContent  Services,  we phased out our
accelerator  incubator  operations and concentrated on growing  FinancialContent
Services. Under our tutelage and support,  FinancialContent  Services emerged as
one of the  industry's  fastest  growing  providers of financial data and tools.
FinancialContent Services now delivers comprehensive solutions for web, wireless
and print clients that includes approximately 40 different datasets.

Much of  FinancialContent  Services'  early  success  may be  attributed  to our
purchase of the client contract rights of CNET Network,  Inc.'s ("CNET") Private
Wire  division  on July 18,  2003.  CNET's  Private  Wire  division  provided  a
financial  channel solution for Web sites and print  publications  that competed
directly with us. In consideration  for CNET's rights to the PrivateWire  client
contracts  as well as  customized  indicies  developed  by  CNET,  we paid  CNET
$175,000.00 in cash and issued CNET 2,164,910 shares of our newly created Series
A preferred  stock which are  convertible up to 20% of the Company's  issued and
outstanding  common stock on a one-for-one basis and accrues quarterly  dividend

                                      -2-
<PAGE>

rights at $0.0055774 per share which dividend rights will expire on December 31,
2006. Under the terms of the  transaction,  we also began licensing our services
to CNET which services we have continued to provide to CNET on an ongoing basis.

Business of Issuer

Through the auspices of our wholly owned subsidiary,  FinancialContent Services,
we specialize in the  integration  and delivery of financial data and tools into
websites,  corporate intranets and print media. From scrolling tickers and stock
charts  to SEC  filings,  corporate  news and  much  more,  we offer a  complete
collection of market data that can be seamlessly  integrated  into websites.  We
essentially  package  financial  data  into  discrete,  manageable,  interactive
content modules that are delivered through our Studio platform.  The content may
be static or dynamically categorized,  filtered, searchable, and enabled for web
or wireless  alerts.  The content may also be  personalized  by  individuals  or
customized by content administrators.

Our flagship  product,  Studio,  is a powerful  content  management and delivery
system that  streamlines  the  maintenance  of financial  data and tools,  their
integration  into  websites,  corporate  intranets  and  print  media,  and  the
optimization of embedded financial-related  advertising.  During our last fiscal
year we launched our latest version of Studio, Studio 5.0. The enhanced features
of Studio 5.0 include:

--   75% increase in page rendering speed
--   Stock portfolio unification
--   Over 100 different controls for customizing private-label pages
--   A library of more than 45 different content modules
--   Full integration with Macromedia Flash
--   International and fundamental data for over 300 exchanges worldwide
--   Full Unicode support, allowing financial deployments worldwide
--   Enhanced  controls for partners  managing  multiple  deployments,  allowing
     one-click rollouts across an entire network of sites
--   Searchable news
--   Enhanced taxonomy of news categories
--   PDF Output for deployment to clients in the print space
--   Support for RSS and other XML-based syndication formats

Competition

We pride  ourselves  on being a  pioneer  in  online  content  integration.  The
business of the Company is highly competitive. Price competition and service are
the most significant  features of the market in which the Company  participates.
The Company  competes  on a  worldwide  basis with other  firms.  Our  strongest
competitors  are larger and  financially  stronger  than us. We believe that the
Company  accounts for only a very small portion of the  respective  market.  The
Company's ability to compete effectively requires continuous  development of new
products and refinement of established products.

Content Partnerships

We are engaged in a very  partnership-intensive  industry as  financial  data is
compiled  from  a  multitude  of  sources.  Our  key  content  partners  include
BusinessWire,  Inc., Telekurs Financial Information,  Ltd, Dow Jones & Compapny,
Inc.,  CNNMatthews  Market Wire, Inc., PR Newswire  Association  LLC,  PrimeZone
Media Network, Inc., Russell Investment Group, and StreetInsider.com, Inc. These
and other partners provide a range of content that includes stock quotes,  news,
company  profiles,  SEC  filings,  historical  data,  and  more.  All  strategic
partnerships  are  contractual  and have varying  costs,  duration,  and revenue
sharing arrangements. Acquisition of new content partners is an ongoing business
development effort for us.


                                      -3-
<PAGE>

Customer Base

Our  customer  base  represents  a  cross-section  of  many  online  businesses,
including newspapers,  television and radio stations, banks, brokerage firms, as
well as corporate  websites.  Notable  customers  include ABC Television  Group,
AdvisorSites,  Career  Innovations,   Cablvision/OptonLine,   CBS  Radio,  Clear
Channel, CNET Networks,  4INFO, Fox Interactive Group, Hearst Media,  Lightport,
Media News Group, Scripps, VNU, and WR Hambrecht.

During the last fiscal year, we also launched  www.streetIQ.com  operated  under
our wholly owned subsidiary StreetIQ.com,  Inc. ("StreetIQ.com"),  through which
we are creating a marketplace  of business  content that empowers  investors and
business  people  alike.  StreetIQ.com  offers  a range  of rich  media  content
produced by both large media companies and independent podcasters, including the
latest   business  news,   stock  talk,  CEO  interviews  and  earnings   calls.
StreetIQ.com also highlights  industry events and trade shows. We distribute our
aggregated  business  podcasts across the network of online  financial  channels
powered by  FinancialContent  Services and directly to AOL  SingingFish and more
recently to AOL  Business  Search.  In August  2006,  the  StreetIQ.com  website
attracted  more than  700,000  unique  visitors.  We have  entered  into revenue
sharing  agreements with Kanoodle and Tribal Fusion on advertising placed on the
StreetIQ.com website.

Employees

FinancialContent currently employs thirteen full time employees.

Item  2. Description of Property

In June 2002, our principal  executive  offices relocated to a 2,903 square foot
facility at 400 Oyster  Point  Boulevard,  Suite 435,  South San  Francisco,  CA
94080.  The initial  38-month  term of the lease  expired on July 31,  2005.  We
continued to lease the facility under a series of extensions which terminated on
August 18,  2006.  All  operations  including  system  development,  control and
maintenance  were  performed  at this  facility.  Rent  in our  last  month  was
$5,368.50.

On August 19, 2006, we entered into a new commercial lease agreement under which
we rent a 4,809 square feet of office space at 101 Lincoln  Centre Drive,  Suite
410,  San  Mateo,  California,  94404.  The term of the lease is for 51  months.
During the first  year rent is  $11,060.70  per month  which  will  increase  to
$12,070.59  in the last year of the term.  Rent has been  abated for the first 3
months.

In  December  2003,  we leased a sales  office  in New York City for an  initial
six-month  term that  converted to month to month  thereafter.  In January 2005,
after temporarily  closing the office,  we negotiated a one-year  extension that
terminated on December 31, 2005 which  thereafter  converted to a month to month
tenancy. Effective February 28, 2006 we terminated the lease, and entered into a
new lease for office space in White Plains, New York with an initial three month
term. On April 10, 2006, the Company negotiated for a larger space and increased
the term which will now expire on April 30, 2007. The monthly rent is $1,897.25,
not inclusive of utilities and other fees.

On March 1,  2005 we  signed a  13-month  lease,  terminable  at-will  on 30-day
written notice, for an office space in Shanghai,  China for which we paid $85.00
per month plus  overhead  charges.  We suspended the lease  effective  March 30,
2006.

Our servers are  co-located  at a facility  in South San  Francisco,  California
where major Internet backbones provide faster server speeds,  better reliability
and lower  costs.  Security  is  provided  by  bio-metric  scanners  and 24 hour
security personnel.

Item  3. Legal Proceedings

The Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of operations, including claims
of  alleged  breach of  contract,  and  claims of  infringement  of  trademarks,
copyrights and other intellectual  property rights. The Company is not currently
aware of any legal  proceedings  or claims that the Company  believes will have,
individually  or in the  aggregate,  a material  adverse effect on the Company's
financial position or results of operations, except:

                                      -4-
<PAGE>

On May 21, 2002,  we issued a warrant to purchase  450,000  shares of our common
stock  to a firm  pursuant  to a  Services  Agreement  of the same  date,  which
services  we allege  were  never  delivered  nor  forthcoming.  Accordingly,  we
cancelled this warrant in 2002. In 2004, this firm has attempted to exercise the
warrant,  which we have no  intention  of  honoring.  The  firm  has  threatened
litigation  to compel us to honor the warrant.  We do not record this warrant as
outstanding,  and we have not  recorded  a reserve  in  regards  to this  matter
because we believe the outcome  will not result in an adverse  judgment  against
the Company.

On November 7, 2005, we received a letter from an attorney representing a former
consultant  to the  Company  demanding  payment of 300,667  shares of our common
stock based upon alleged services provided under the terms of a contract entered
into between the parties. The Company disputes that any number of shares are due
to this  consultant.  We have not  recorded a reserve on this matter  because we
believe the claim to be without merit and  accordingly  believe any outcome will
not result in an adverse judgment against the Company.

Item  4. Submission of Matters to a Vote of Securities Holders

None.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

The Company's Common Stock is quoted on the  over-the-counter  market and quoted
on the National  Association  of Securities  Dealers  Electronic  Bulletin Board
("OTC Bulletin Board") under the symbol "FCON".  The high and low bid prices for
the Common  Stock,  as reported by the  National  Quotation  Bureau,  Inc.,  are
indicated for the periods described below.  Such prices are inter-dealer  prices
without  retail  markups,  markdowns  or  commissions,  and may not  necessarily
represent actual transactions.



Fiscal Year Ending June 2005                            LOW      HIGH
                                                     ========  ========
Quarter Ending September 30, 2004                       .96      1.65
-------------------------------------------          --------  --------
Quarter Ending December 31, 2004                        .75      1.15
--------------------------------------------         --------  --------
Quarter Ending March 31, 2005                           .80      1.65
--------------------------------------------         --------  --------
Quarter Ending June 30, 2005                            .90      1.43
--------------------------------------------         --------  --------


Fiscal Year Ending June 2006                            LOW      HIGH
                                                     ========  ========
Quarter Ending September 30, 2005                       .60      1.03
--------------------------------------------         --------  --------
Quarter Ending December 31, 2005                        .40       .84
--------------------------------------------         --------  --------
Quarter Ending March 31, 2006                           .53       .94
--------------------------------------------         --------  --------
Quarter Ending June 30, 2006                            .34       .98
--------------------------------------------         --------  --------

                                      -5-
<PAGE>

As of June 30, 2006,  there were  approximately  260  shareholders of record (in
street name) of the company's Common Stock.

To date, the Company has not declared or paid dividends on its Common Stock.

Equity Compensation Plan Information
------------------------------------
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                       Number of securities to be    Weighted -average exercise         Number of securities
                                       issued upon exercise of       price of outstanding               remaining  available for
                                       outstanding options,          options, warrants and              future issuance under
                                       warrants and rights           rights (excluding securities       equity compensation plan
                                                                     reflected in column (a))

                                                (a)                          (b)                                  (c)
-----------------------------------  ----------------------------    ------------------------------     ---------------------------
<S>                                           <C>                               <C>                                    <C>
Equity compensation plans                     100,000                           45.91                                  0
approved by security holders
-----------------------------------  ----------------------------    ------------------------------     ---------------------------
Equity compensation plans not               5,000,000                            n/a                            2,802,319
approved by security holders
                                            2,700,000                            1.30                             215,000

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

On  November  17,  1999,   the  Company's   board  of  directors   approved  the
FinancialContent,  Inc.,  1999 Stock Option Plan (the  "Plan").  On December 20,
1999, the Company's shareholders,  at the Company's annual meeting, approved the
Plan,  and  authorized  a pool of  100,000  shares of common  stock to be issued
according  to the Plan.  Options are granted at the prices  equal to the current
fair  value of the  Company's  common  stock at the date of grant.  The  vesting
period is usually  related to the length of employment  or  consulting  contract
period.

During the fiscal  year ended June 30,  2002,  the Board of  Directors  approved
FinancialContent's  2002  Employee and Officer  Retention and  Recognition  Plan
whereby a board elected compensation  committee may grant employees and officers
of the Company shares of common stock.  The plan is a  non-statutory  plan under
the Internal Revenue Code and the stock issued thereunder is not registered.  No
one employee or officer may receive more than 20% of the shares authorized under
the plan.

On June 4, 2004, the Company's board of directors approved the FinancialContent,
Inc.  2004 Stock Option Plan (the  "Plan").  The board of  directors  intends to
submit the Plan at the Company's next annual  shareholder  meeting for approval.
Options  are  granted  at the prices  equal to the  current  fair  valued of the
Company's  common  stock  at the date of  grant.  Under  the  Plan,  shares  are
categorized under one of four vesting schedules; in equal amounts quarterly over
the next 12 quarters;  upon reaching certain corporate milestones;  and upon the
discretion of the board of directors; and upon listing on a senior exchange.

Sale of Unregistered Stock
--------------------------

During the fiscal year ended June 30, 2006, the Company issued  securities using
the exemptions available under the Securities Act of 1933 including unregistered
sales made  pursuant to Section 4(2) of the  Securities  Act of 1933: we entered
into a Note and Warrant Purchase  Agreement for the sale of a $1,000,000 secured
convertible  note. The secured  convertible  note bears interest at a rate of 9%
per annum,  matures two years from the date of issuance,  and is  convertible in
whole or in part into registrable  shares of the Company's common stock at $0.75
per share.  The warrants  issuable  under the agreement are equal to twenty-five
percent of the number of shares  into which the entire  principal  amount of the
note is  convertible  at an exercise  price of $1.00 per share plus  twenty-five
percent  of the  number  of shares  into  which  the note is  convertible  at an
exercise price of $1.25 per share.

During the fiscal year ended June 30, 2005, the Company issued  securities using
the exemptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933: 10,000 shares
of our  common  stock  were  issued  for  $11,584;  and we issued a warrant to a
director to purchase at $1.30 per share 1,400,000 shares of our common stock.

During the fiscal year ended June 30, 2004, the Company issued  securities using
the exemptions available under the Securities Act of 1933 including unregistered
sales made  pursuant  to Section  4(2) of the  Securities  Act of 1933:  200,000


                                      -6-
<PAGE>

shares of our common  stock were  issued to an advisor  upon the  exercise  of a
warrant  at $0.25 per  share;  35,000  shares of our  Series C  preferred  stock
purchased at $0.75 per share were  converted to our common stock on a one-to-one
basis;  we issued a warrant to an advisor to purchase at $0.75 per share 350,000
shares of our common stock;  190,549 shares of common stock were issued upon the
cash-less exercise of a warrant at $0.30 per share; 100,000 shares of our common
stock were  issued to an  advisor  upon the  exercise  of a warrant at $0.30 per
share; we issued a warrant to an advisor to purchase at $0.750 per share 100,000
shares of our common  stock;  we issued a warrant  to our  outside  director  to
purchase at $0.75 per share 382,000 shares of our common stock. Additionally, we
issued  2,164,910  shares of our newly created  Series A  convertible  preferred
stock to CNET  Networks,  Inc.,  as well as  75,000  additional  Series A shares
pursuant to the Series A shares anti-dilution  protections;  we issued 1,033,334
shares of our newly created Series B convertible  preferred  stock to accredited
investors;  we issued  1,336,334  shares of our Series C  convertible  preferred
stock to accredited  investors;  and we issued  4,000,000 shares of our Series D
preferred shares to Wilfred Shaw and Wing Yu.

Item 6.  Management's Discussion and Analysis or Plan of Operation

Results of Operations
---------------------

We have  incurred net losses and negative  cash flows from  operations.  For the
year ended June 30, 2006, we had a net loss attributable to common  shareholders
of $504,521. However, barring any unforeseen events or expenses, we believe that
the continuing  pace of adding new clients will make us cash flow positive on an
operational basis commencing at the end of our second fiscal quarter and through
the remainder of our upcoming fiscal year.

Results of Operations for the fiscal years ended June 30, 2006 and 2005

Gross Revenues  increased from  approximately  $1,275,899 in the year ended June
30, 2005 to  $1,832,944 in the year ended June 30, 2006, an increase in revenues
of  $557,045  (43.7%).  In the years  ended June 30,  2005 and 2006,  all of our
income was from subscription based fees and customization  charges. We recognize
income  from  FinancialContent  Service's  monthly  subscription  based fees and
customization charges upon collection. Fees received are amortized over the term
of the service  contract on a straight line basis.  Fees  received  prior to the
delivery  of service  are  recorded  as  deferred  revenue.  Cash based  revenue
increased from  $1,145,569 in the year ended June 30, 2005, to $1,648,043 in the
year ended June 30, 2006,  an increase of $502,474  (43.9%).  Non-cash  revenues
related to services provided in barter for advertising  services  increased from
$130,330 in the year ended June 30, 2005, to $184,901in  the year ended June 30,
2006, an increase of $54,571 (41.9%).

Cost of revenues.  Cost of revenues increased from approximately $279,259 in the
year ended  June 30,  2005 to  $331,039  in the year  ended  June 30,  2006,  an
increase in cost of revenues of $51,780 or 18.5%. We have  negotiated  contracts
with our  content  providers  such  that we are able to add  clients  without  a
corresponding increase in our content acquisition costs. However, as we grow our
client  base we have  increased  costs  related  to adding new  website  content
necessary to attract a wider range of clients as well as the associated increase
in bandwidth  traffic.  In the year ended June 30, 2006,  though we were able to
reduce our bandwidth cost by $34,448,  we added new content at a cost of $25,109
and the  addition of premium  services  resulted in our  spending an  additional
$69,457 for such services.

General and Administrative.  General and administrative  expenses increased from
approximately  $1,529,321  for the year  ended  June 30,  2005 to  approximately
$1,629,669 for the year ended June 30, 2006, an increase of $100,348 or 6.6%. In
the year ended June 30, 2005, we expensed  $366,938 of the $887,000 of the stock
based compensation for consulting and other services provided to the Company for


                                      -7-
<PAGE>

the year ended June 30, 2005  $521,000 of the stock  based  compensation  issued
during the year ended June 30, 2005 is recorded as a subscription receivable and
is being  amortized  over three  years.  For the year ended  June 30,  2006,  we
expensed $201,400 of the stock based  compensation  issued during the year ended
June 30, 2005 and being amortized over three years. In order to best utilize our
available  cash,  we have used stock based  compensation  to obtain the services
needed to achieve our business growth  objectives.  We have used  consultants to
assist us with  strategic  marketing  directives.  Aside  from the  stock  based
compensation,  however,  our general and administrative  expenses have generally
increased  including an increase of payroll  expense of  approximately  $111,287
(19.5%) from approximately $571,904 for the year ended June 30, 2005 to $683,191
for the year ended June 30,  2006,  an  increase in payroll  related  expense of
approximately  $34,242  (22.7%) from  approximately  $151,158 for the year ended
June 30,  2005 to  $185,400  for the year ended June 30,  2006,  an  increase in
management fees of approximately  $30,000 (33.3%) from approximately $90,000 for
the year ended June 30, 2005 to $120,000  for the year ended June 30,  2006,  an
increase in marketing fees of approximately $24,158 (100%) from approximately $0
for the year ended June 30,  2005 to $24,158  for the year ended June 30,  2006,
and an increase  in  accounting  and other  professional  fees of  approximately
$47,069 (152.1%) from  approximately  $30,951for the year ended June 30, 2005 to
$78,020 for the year ended June 30, 2006.

Depreciation and amortization.  Depreciation and amortization expenses increased
to  approximately  $220,678 for the year ended June 30, 2006 from  approximately
$213,380  for the year  ended  June 30,  2005,  an  increase  of $7,298 or 3.4%.
Amortization  of  contracts  purchased  from CNET was $183,825 in both years (no
increase).  in both years.  Depreciation  of property  and  equipment  increased
slightly  from $29,555 in the year ended June 30, 2005,  to $36,853 for the year
ended June 30, 2006,  an increase of $7,298 or 24.7%.  This  increase was due to
depreciation  of $35,566 of equipment  purchased  during the year ended June 30,
2006. Generally, property and equipment are being depreciated over the estimated
useful  life of the  related  assets,  generally  three to seven years using the
straight-line method.

Business  development.  Business  development expenses increased from $20,221 in
2005 to $40,366 in 2006,  an  increase of $20,145  (99.6%).  This  increase  was
primarily due to the Company's  promoting  and  marketing  StreetIQ's  services.
Expenses  in  marketing  and  promoting  StreetIQ  increased  from $0 in 2005 to
$22,146 in 2006, an increase of $22,146 (100.0%).

Other income. Net other income was approximately $53,332 for the year ended June
30, 2005 as compared to net other income of $117,584 for the year ended June 30,
2006, an increase of $64,262 (120.5%). This increase was primarily the result of
the gain realized upon the expiration of certain warrants in the year ended June
30, 2006 of approximately $277,401,  offset by the amortization of the note sold
to Jade Special Strategy,  LLC, in the amount of $110,148 in the year ended June
30, 2006, and offset by the amortization of deferred  financing costs related to
the  note  issued  to us by  Jade  Special  Strategy,  LLC,  in  the  amount  of
approximately $20,348 in the year ended June 30, 2006. The increase in net other
income was also  offset by an  increase  in  interest  expense of  approximately
$30,524 (439.3%) from  approximately  $6,948 for the year ended June 30, 2005 to
approximately  $37,472 for the year ended June 30, 2006, and a decrease in other
income of $53,587 (89.1%) from approximately $60,174 for the year ended June 30,
2005 to approximately $6,587 for the year ended June 30, 2006.

Bad debt.  Our bad debt expense  decreased  from $33,664 for the year ended June
30, 2005 to $19,745 for the year ended June 30,  2006,  a decrease of $13,919 or
41.3%.  This  decrease  is  primarily  the result of our  increased  emphasis on
collections.

Liquidity and Capital Resources
-------------------------------

To date, we have financed our operations  primarily  through the revenues earned
by FinancialContent Services and equity and debt financing. As of June 30, 2006,
we  had   approximately   $18,545  of  cash,  cash  equivalents  and  short-term
investments,  and working  capital  deficit of  $903,881.  The  working  capital
deficit  increased by $305,021 (50.9%) from the previous fiscal year as a result
of our sale of a  $1,000,000  convertible  note and the issuance of the warrants
related to the sale of the convertible  note offset,  offset by a repayment of a
note payable to a related party of $218,100,  a decrease in management  fees due
to a related party of $96,465, and a decrease in accounts payable of $30,628 and
further offset by an increase in prepaid  expenses of $99,874 and an increase in
accounts receivables (net of reserves for doubtful accounts) of $52,085.

                                      -8-
<PAGE>

Net cash used in operating  activities  was $550,382 for the year ended June 30,
2006  compared  to  $168,332  for the year  ended June 30,  2005.  Net loss from
operating  activities for the year ended June 30, 2006 was $455,397  compared to
$866,409 for the same period ended 2005.  The increased loss in net cash used in
operating  activities of operating losses of $382,050  (227.0%) is primarily the
result of an increase in changes in operating assets and liabilities,  including
an  increase  in our  accounts  receivable  of $53,972 due to an increase in our
revenues  and  primarily  from  using  the  cash  proceeds  from the sale of the
convertible note to decrease  management fees due to a related party by $96,465,
to  decrease  our  accounts  payable by  $30,627,  and to  increase  our prepaid
expenses by $96,465 and cash deposits $16,287.  The increase in prepaid expenses
is  primarily  due to  payments  related to our new offices in Foster  City,  as
required by the new office lease.

Net cash used in investing activities increased from $27,719 in 2005 to $35,566,
an increase  of $7,847  (28.3%).  For the year ended June 30, 2006 we  purchased
equipment  totaling  $35,566  and in the year ended June 30,  2005 we  purchased
equipment totaling $27,719.

For the year ended June 30, 2005,  we generated  net cash  provided by financing
activities  of  $199,487.  Financing  activities  for the period ended 2005 were
primarily  a result  of notes and  advances  from (and  repayments  to)  related
parties.  For the year ended June 30, 2006,  we generated  net cash  provided by
financing  activities of $575,707.  Financing activites of the period ended 2006
were  primarily  a result  from the sale of a  $1,000,000  convertible  note and
related financing costs and from advances from and payments to related parties.

Over the next  twelve  months,  management  is of the  opinion  that  sufficient
working capital will be obtained from operations and external  financing to meet
our operating needs. The following is a discussion of future cash requirements.

Based on annualized fourth quarter 2005-06 results with organic growth projected
at 50%, we project the following income and expenses over the next 12 months:

          Operating Revenue                                  2,750,000
          Cost of Sales                                        450,000
                                                           -----------
          Gross Operating Profit                             2,300,000
          Selling, General & Administrative Expense          2,100,000
          Management Fees                                      120,000
          Consulting Expense - stock issuance                  200,000
          Development Expense                                   40,000
                                                           -----------
          EBITDA - Op. Inc. Before Depreciation               (160,000)
          Depreciation / Amortization                          220,000
                                                           -----------
          Operating Profit (Loss) After Depreciation          (380,000)

Our future capital requirements depend on numerous factors, including continuing
and  growing  market  acceptance  of the  service  offered  by  FinancialContent
Services,  and the timing and rate of  expansion of  FinancialContent  Services'
business.  We believe  that our  expenditures  will  continue to increase in the
foreseeable  future  relative  to the  growth of our  business.  To  ensure  the
viability  and growth of our  business,  however,  we will continue to rely upon
external  financing  as we have in the past.  If  additional  funds  are  raised
through the issuance of equity securities or through convertible notes, dilution
to existing shareholders will result.

Going Concern
-------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going  concern.  However,  the  Company has  experienced  recurring
operating  losses  and  negative  cash  flows  from  operations.  The  company's


                                      -9-
<PAGE>

continued existence is dependent upon its ability to increase operating revenues
and/or raise money from equity and debt financing.

In view of these matters, we believe the business of  FinancialContent  Services
provides a realistic opportunity for the company to achieve  profitability.  The
Company's   continuing   investment  of  time  and  money  on  the  business  of
FinancialContent  Services will improve the Company's  cash flow, and ability to
raise additional capital so that it can meet its strategic objectives.

We have  previously  relied on equity and debt financing to fund operations from
related parties.

Contingencies
-------------

From time to time,  we are subject to  proceedings,  lawsuits  and other  claims
related to labor and other matters.  We are required to assess the likelihood of
any adverse  judgments or outcomes to these  contingencies  as well as potential
ranges  of  probable  losses  and  establish   reserves   accordingly.   We  use
professional judgment, legal advice, and estimates in the assessment of outcomes
of contingencies.  The amounts of reserve required, if any, may change in future
periods  due to new  developments  in each  matter or changes in  approach  to a
matter such as a change in settlement strategy.

Recent Accounting Pronouncements
--------------------------------

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Instruments".  SFAS  No.  155  amends  SFAS No 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and SFAF No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities".  SFAS No. 155,  permits  fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  clarifies which  interest-only  strips and principal-only
strips are not  subject  to the  requirements  of SFAS No.  133,  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interests  that  are  freestanding  derivatives  or that  are  hybrid  financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives,  and  amends  SFAS No.  140 to  eliminate  the  prohibition  on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006.

In March 2005, the SEC released Staff Accounting Bulletin No. 107,  "Share-Based
Payment"  ("SAB  107"),  which  provides  interpretive  guidance  related to the
interaction  between SFAS 123(R) and certain SEC rules and regulations.  It also
provides  the SEC staff's  views  regarding  valuation  of  share-based  payment
arrangements.  Management  will  implement  the  provisions  of SAB 107 and SFAS
123(R) effective July 1, 2006.

In June  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income  Taxes--an  interpretation  of FASB Statement No. 109 (FIN
48). FIN 48 provides guidance for the recognition, derecognition and measurement
in financial  statements of tax positions taken in previously  filed tax returns
or tax positions expected to be taken in tax returns.  FIN 48 requires an entity
to recognize  the financial  statement  impact of a tax position when it is more
likely than not that the position will be sustained upon examination. If the tax
position meets the more-likely-than-not recognition threshold, the tax effect is
recognized  at the  largest  amount of the  benefit  that is greater  than fifty
percent likely of being realized upon ultimate  settlement.  The Company will be
required to adopt FIN 48 as of January 1, 2007,  with any  cumulative  effect of
the change in accounting principle recorded as an adjustment to opening retained
earnings.  The Company is currently  evaluating the impact of FIN 48 and has not
yet determined the effect on its earnings or financial position.

                                      -10-
<PAGE>

Cautionary  statement regarding factors that may affect our business,  financial
condition and future results
--------------------------------------------------------------------------------

Our   disclosure   and  analysis  in  this  report   contains   "forward-looking
statements". Forward-looking statements are any statements about our future that
are not statements of historical fact.  Examples of  forward-looking  statements
include projections of earnings,  revenues or other financial items,  statements
of the plans and  objectives of  management  for future  operations,  statements
concerning  proposed  new  products or  services,  statements  regarding  future
economic conditions or performance,  and any statement of assumptions underlying
any of the foregoing.  In some cases,  you can identify these  statements by the
use of words such as "may", "will", "expects", "should", "believes", "predicts",
"plans", "anticipates",  "estimates", "potential", "continue" or the negative of
these terms, or any other words of similar meaning.

These  statements  are  only  predictions.  Any or  all  of our  forward-looking
statements in this report and in any of our other public statements may turn out
to be wrong. They can be affected by inaccurate  assumptions we might make or by
known or unknown risks and uncertainties, some of which are outlined below under
"Risk  Factors".  Many risk factors  mentioned in the  discussion in this report
will  be   important   in   determining   future   results.   Consequently,   no
forward-looking statement can be guaranteed. Actual events or results may differ
materially from the outcomes we predict.

These  forward-looking  statements  are made only as of the date of this report,
and  we  undertake  no  obligation  to  publicly   update  any   forward-looking
statements, whether as a result of new information,  future events or otherwise.
You are advised,  however, to consult any further disclosures we make on related
subjects in our 10-QSB and 8-K reports to the SEC. Also note that we provide the
following cautionary discussion of risks,  uncertainties and possibly inaccurate
assumptions  relevant to our  businesses.  These are factors that we think could
cause our actual  results to differ  materially  from  expected  and  historical
results. Other factors besides those listed here could also adversely affect us.
This  discussion is provided as permitted by the Private  Securities  Litigation
Reform Act of 1995.

Risk Factors
------------

Our  business  is subject  to a number of risks  that may  affect our  financial
condition or our results of operations. These risks are described below.

We have a limited operating history
--------------------------------------------------------------------------------

We have a limited  operating  history  upon which an  evaluation  of our current
business and  prospects  can be based.  You should  consider any purchase of our
shares in light of the risks,  expenses and problems  frequently  encountered by
all companies in the early stages of their corporate  development,  such as lack
of  capital,  difficulty  attracting  high  quality  personnel,  lack of  market
exposure, and uncertainty about the viability of our business plan.

We are not currently profitable
--------------------------------------------------------------------------------

We have a history of losses and expect to  continue to incur net losses at least
through the year 2004. We expect to incur significant operating expenses and, as
a result, will need to generate significant  revenues to achieve  profitability,
which may not occur.  Even if we do achieve  profitability,  we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.

Most of our revenue is derived from short-term subscriptions agreements
--------------------------------------------------------------------------------

Our revenues are derived in large part from the sale of our subscription service
to purveyors  and operators of web sites,  corporate  intranets and print media.
Most of our subscription agreements are subject to termination by the subscriber
at any time on thirty-day prior written notice.

We may not be able to accurately predict and respond to market developments
--------------------------------------------------------------------------------

The market for financial information services experiences continual change. This
makes it difficult to predict demand and market acceptance for our products.  We
cannot  guarantee that the market for our products will grow,  that our products
will become widely accepted, or our clients will accept our new products, and if


                                      -11-
<PAGE>

not, our future  financial  results will be adversely  affected.  A  significant
increase in the number of customers  and  development  of new product  offerings
could also require the  expenditure of significant  amounts of money,  time, and
other resources. This could strain our personnel and financial resources.

Dependence upon information partners
--------------------------------------------------------------------------------

We depend on information providers to supply information and data feeds to us in
a timely manner.  Our service could experience  interruptions due to any failure
or delay in the  transmission or receipt of this  information.  Furthermore,  we
rely on our information  providers to supply  information that is up to date and
accurate. Outdated or unreliable information could have an adverse effect on our
business,  operating results,  or financial  condition.  Many of our information
providers  compete with one another and, in some cases,  could  compete with us,
for clients.  Business decisions made by our information providers could have an
adverse effect on our business, operating results or financial condition.

Protection of intellectual property
--------------------------------------------------------------------------------

Our  success  depends,  in part,  on our  ability  to protect  the  intellectual
property that we develop with patents, trademarks, trade secrets, copyrights and
other intellectual property rights that are available and applicable.  We cannot
guarantee,  however,  that any  steps we take  will be able to  protect  against
infringement and misappropriation of our intellectual property by third parties.
Furthermore,  because legal standards  relating to the validity,  enforceability
and scope of protection of proprietary rights in Internet-related businesses are
uncertain and still evolving, we cannot predict the future viability or value of
our proprietary rights within the industry.

In addition to the difficulty in obtaining  intellectual property protection for
our intellectual  property, we cannot be assured that unauthorized third parties
will not try to copy our intellection  property or our business processes or use
our confidential  information to develop  competing  products.  The unauthorized
reproduction or other misappropriation of our intellectual property rights could
enable third parties to benefit from our  technology  without  paying us for it.
Competitors  may  also  independently  develop  similar  or  superior  products,
software,  or business models or processes.  If any of the foregoing occurs, our
business,  results of operation and financial  condition would be materially and
adversely affected.

Lastly,  we cannot guarantee that our business  activities and products will not
infringe upon the proprietary  rights of others,  or that other parties will not
assert  infringement  claims  against us. Any  infringement  claim and resulting
litigation  could  subject us to  significant  liability  for  damages and could
result in invalidation of our proprietary  rights. Even if we eventually won any
resulting  litigation,  it could be time-consuming  and expensive to defend, and
could result in the diversion of our time and attention.

We may experience significant variability in our operating results
--------------------------------------------------------------------------------

Our quarterly revenues,  gross profits,  and results of operations may fluctuate
significantly in the future.

Causes of such fluctuations may include, among other factors:

     o   changes in demand for our services;
     o   the dollar value and timing of both new and renewal subscriptions;
     o   competition;
     o   increases in selling and marketing expenses, as well as other operating
         expenses;
     o   technical difficulties or system downtime affecting our services on the
         Internet;
     o   economic  conditions  specific  to the  Internet,  as well  as  general
         economic conditions; and
     o   consolidation of our customers.

In addition,  a  substantial  portion of our  expenses,  including  most product
development  and selling and  marketing  expenses must be incurred in advance of
revenue  generation.  If our projected  revenue does not meet our  expectations,


                                      -12-
<PAGE>

then we are likely to  experience  an even  larger  shortfall  in its  operating
profit (loss) relative to expectations.

Competition

The financial information services industry is intensely  competitive.  Based on
reported  operating  results,  industry  reports  and other  publicly  available
information,  we believe  that many of our  existing  competitors,  as well as a
number of prospective competitors, have longer operating histories, greater name
recognition,   larger  customer  bases  and  significantly   greater  financial,
technical and marketing  resources than we do. As a result,  our competitors may
be able to respond more quickly to new or emerging  technologies  and changes in
user requirements, or to devote greater resources to the development, promotion,
and sale of their products than we are capable of doing.  These  competitors may
be able to undertake more extensive marketing  campaigns,  adopt more aggressive
pricing  policies,  and make  more  attractive  offers to  potential  employees,
customers,  and information providers. Our competitors also may develop products
that are equal or  superior  to our  products  or that  achieve  greater  market
acceptance than our products.

Dependence on key personnel

Our  performance  is  substantially  dependent  upon the  continued  efforts and
abilities of our executives  and other key  personnel.  The loss of any of these
individuals'  services  may have a  materially  adverse  effect on us. We do not
currently have any insurance policies on any of our key personnel. If any of our
key  employees  leave,  the loss of their  technological  knowledge and industry
expertise  would  seriously  impede the development of new products and services
and our ability to manage our business.

Competition for qualified personnel

Our future  performance also depends on our ability to attract and retain highly
qualified technical, sales, and managerial personnel. Qualified personnel are in
great  demand  throughout  the  financial   information  services  and  software
industries thereby creating intense competition for such employees. In addition,
competition for qualified personnel may lead to increased  operational costs. If
we do not succeed in retaining our personnel or in attracting new employees, the
business,  results of  operations  and financial  condition  could be materially
adversely affected.

The Company may be unable to manage growth

The Company expects to experience  rapid growth in its operations.  Rapid growth
could place a significant strain on the Company's managerial,  operational,  and
financial  resources.  To manage  expected  growth,  the Company must  implement
managerial  controls and procedures and  operational and financial  systems.  In
addition, the Company's success will depend on its ability to expand, train, and
manage its work force. The Company expects that the number of its employees will
continue to grow for the foreseeable  future. The Company will need to integrate
these employees into its workforce  successfully.  The Company may not have made
adequate allowances for the costs and risks associated with this expansion,  and
its systems,  procedures or controls may not be adequate to support  operations,
and its  management  may  not be  able to  successfully  offer  and  expand  its
services.  If the  Company  is unable  to manage  its  growth  effectively,  the
business,  results of  operations  and financial  condition  could be materially
adversely affected.

Government regulation and legal uncertainties

It is possible that new laws and  regulations  in the U.S. and elsewhere will be
adopted covering issues affecting our business, including:

     o   privacy;
     o   copyrights, trademarks and domain names;
     o   obscene or indecent communications;
     o   pricing, characteristics and quality of Internet products and services;
         and
     o   taxation of Internet usage and transactions.

                                      -13-
<PAGE>

Increased government  regulation,  or the application of existing laws to online
activities, could:

     o   decrease the growth of the Internet;
     o   reduce our revenues;
     o   increase our operating expenses; and
     o   expose us to significant liabilities.

Any of these occurrences could have a material adverse effect on our profits and
liquidity.

We cannot be sure what effect any future material noncompliance by us with these
laws and regulations or any material changes in these laws and regulations could
have on our business.

Potential legal liabilities for distributing information

We may be subjected to claims based on negligence or other theories  relating to
the  information  we  distribute.  Similarly,  we may be subjected to claims for
defamation or copyright or trademark infringement relating to the information we
provide in our  products.  These  types of claims have been  brought,  sometimes
successfully, against online services as well as print publications in the past.
The Company  could also be  subjected  to claims  based upon the content that is
accessible  from our products  through links to other  Websites.  These types of
claims could be time-consuming  and expensive to defend, and could result in the
diversion of our time and attention. In addition, if our products provide faulty
or  inaccurate  information,  or fail to  provide  all  the  information  a user
expects, we could be subject to legal liability. Our contractual provisions with
users and  information  providers  may not  protect  us against  these  types of
claims.   Additionally,   our  insurance  may  not  cover  potential  claims  of
defamation,  negligence  and similar  claims,  and the  insurance may or may not
apply to a particular  claim or be adequate to  reimburse  us for all  liability
that  may be  imposed.  Any  imposition  of  liability  that is not  covered  by
insurance or is in excess of insurance  coverage  could have a material  adverse
effect on our financial condition.

Interruption of our service

Our  servers  are located at a  dedicated  hosting  facility.  Any damage to the
hosting  facility or the  equipment  housed  therein,  such as damage by fire or
power loss,  or loss of  telecommunications,  could  disrupt the delivery of our
products.  In addition,  our clients and their users depend on Internet  service
providers, online service providers, and other communications services operators
for access to our products.  Each of them has experienced significant outages in
the past, and could experience  outages,  delays,  and other difficulties due to
system failures unrelated to our online architecture. These types of occurrences
could cause users to perceive  our  products  as not  functioning  properly  and
therefore  cause  them to use other  providers  to  obtain  their  business  and
financial information.

Our   infrastructure  is  potentially   vulnerable  to  physical  or  electronic
break-ins,  viruses or similar  problems.  If a person  circumvents our security
measures,  he or she  could  misappropriate  proprietary  information  or  cause
interruptions  in our  operations.  Security  breaches  that result in access to
confidential  information could damage our reputation and expose us to a risk of
loss or  liability.  We may be  required  to make  significant  investments  and
efforts to protect against or remedy security breaches.  If we do not adequately
and timely address these concerns as they arise, our business, operating results
and financial condition could be materially and adversely affected.

The Company is seeking to further  increase its client  base.  This will lead to
increased usage and increased demands on the Company's online architecture.  Any
downtime or slow  response  times as a result of inadequate  infrastructure  may
damage the Company's  reputation and make it more difficult to maintain existing
clients and attract new clients.

                                      -14-
<PAGE>

Risk of software failures

Complex  software  like the  software we develop may contain  errors or defects,
especially when first implemented,  that may be very costly to correct.  Defects
or  errors  also  could  result  in  downtime  and  our  business  could  suffer
significantly from potential adverse customer  reaction,  negative publicity and
harm to our reputation.

Control by principal unit holders, executive officers and managers

Our  executive  officers,  board  members  and  affiliates  beneficially  own or
control,  collectively,  substantially  all of the Company's voting  securities.
Such persons are in a position to elect and remove board members and control the
outcome of most  matters  submitted  to members for a vote.  Additionally,  such
persons are able to influence  significantly a proposed amendment to our Amended
and  Restated  Articles  of  Incorporation,   a  merger  proposal,   a  proposed
substantial   sale  of  assets  or  other  major  corporate   transaction  or  a
non-negotiated  takeover attempt. Such concentration of ownership may discourage
a potential  acquirer from making an offer to buy our company,  which,  in turn,
could adversely affect the value of our common stock.

The price of our common stock is subject to wide fluctuation

The trading price of our common stock is subject to wide fluctuations, which are
a result of a number of events and factors, including:

     o   quarterly variations in operating results;
     o   announcements of innovations requiring significant expenditures;
     o   new products,  strategic developments or business combinations by us or
         our competitors;
     o   changes in our financial estimates or that of securities analysts;
     o   the operating and securities price  performance of other companies that
         investors may deem comparable to us;
     o   news reports, including those relating to trends in the Internet; and
     o   other events or factors.

In  addition,   the  stock  market  in  general,   and  the  market  prices  for
Internet-related  companies in particular,  have experienced  extreme volatility
that often has been unrelated to the operating  performance of these  companies.
These broad market and industry  fluctuations  may adversely  affect the trading
price of our common stock.  These fluctuations may make it more difficult to use
stock as currency to make acquisitions that might otherwise be advantageous,  or
to use stock options as a means to attract and retain employees.

Any  shortfall in revenue or earnings  compared to our  investors'  expectations
could cause an immediate  and  significant  decline in the trading  price of our
common stock.  In addition,  we may not learn of such shortfalls or delays until
late in the fiscal  quarter,  which could result in an even more  immediate  and
greater decline in the trading price of our common stock.

We have a substantial number of shares of common stock

We cannot predict the effect,  if any, that future sales of shares of our common
stock,  or the  availability of shares of our common stock for future sale, will
have on the market price of our common stock.  Sales of  substantial  amounts of
our common  stock,  including  shares issued in  connection  with  acquisitions,
services,  upon the exercise of stock  options or warrants or the  conversion of
preferred  stock, or the perception  that such sales could occur,  may adversely
affect prevailing market prices for our common stock.

Ownership of our common stock is concentrated in a small group

As of June 30, 2006,  53.86 percent of our  outstanding  common stock is held by
seven stockholders.  Wilfred Shaw, our chairman of the board or directors, holds
directly  and  indirectly  35.94  percent  of  our  outstanding   common  stock.
Additionally,  Wilfred Shaw and Wing Yu hold  3,000,000  and  1,000,000  shares,
respectively, of our Series D preferred stock has one for ten voting rights with
the common stock. The  concentration of ownership of our common stock may delay,


                                      -15-
<PAGE>

prevent or deter a change in control,  could  deprive other  stockholders  of an
opportunity to receive a premium for their common stock as part of a sale of the
Company or its assets and may  adversely  affect the market  price of our common
stock.  Also,  these  stockholders  can exert  significant  control over actions
requiring the approval of a majority of the voting stock,  including  amendments
to our charter.  Commercial and other transactions  between us, on the one hand,
and the  directors,  officers  and major  stockholders  of the Company and their
affiliates, on the other, create potential for conflicting interests.

Item  7.  Financial Statements

The report of  independent  auditors and financial  statements  are set forth in
this report beginning on Page F-1.


Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

Not applicable

Item 8A.  Controls and Procedures.

Our Chief  Executive  Officer and Chief  Financial  Officer have  evaluated  the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange  Act")) as of the end of the period ended December 31, 2005, (the
"Evaluation  Date").  In February 2006, we announced that our year end financial
statements  were to be restated,  relating to an error in not accounting for the
beneficial conversion feature in the issuance of our preferred convertible stock
in the year ended June 30, 2004. Our conclusion to restate resulted in affecting
our  assessment  regarding our controls,  and that they were not effective as of
the period ended in this report.

Limitations on the Effectiveness of Internal Controls

Disclosure controls and procedures are designed to provide reasonable  assurance
of an entity achieving its disclosure  objectives.  Our chief executive  officer
and chief  financial  officer have concluded  that our  disclosure  controls and
procedures  are effective at that  reasonable  assurance  level as of the period
covered by this report.  The likelihood of achieving such objectives is affected
by limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal  control can occur  because of human  failures such as simple errors or
mistakes or intentional circumvention of the established process.

There  were  no  changes  in the  Company's  internal  controls  over  financial
reporting, known to the Chief Executive Officer and Chief Financial Officer that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially  affect, the Company's internal control over
financial reporting.

In February  2006,  the Company  remediated  the  material  weakness in internal
control  over  financial  reporting  by having  its Chief  Executive  Officer in
addition  to its  Chief  Financial  Officer  review in  detail  all  adjustments
affecting the issuances of convertible securities.

                                      -16-
<PAGE>

                                    PART III

Item  9. Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16(a) of the Exchange Act.

The Company's current officers and directors consist of the following persons:

NAME                       AGE      OFFICE                             SINCE
-------------------       ------    ---------------------------        -----
Wilfred Shaw               36       Chairman and CSO                    1996
Owen M. Naccarato          57       Director                            1999
Wing Yu                    37       Director and CEO                    2000
Dave Neville               43       President, General Counsel, CFO     2000
Gregg Fidan                30       Director                            2001

Wilfred  Shaw is our  Chief  Strategy  Officer  and  Chairman  of our  Board  of
Directors.  Previously,  he served as the company's Chief Executive  Officer for
approximately 5 years. As the Chief  Executive  Officer,  he was responsible for
the incubating and investing in numerous specialty  technology  startups such as
FinancialContent  Services,  Inc.  Earlier in his career,  Mr. Shaw was the Vice
President of Business  Development at Intertech  Group, a conglomerate  of small
companies  based  in  Asia.  He  also  worked  as  Vice  President  of  Business
Development for IG  International,  Inc., a pharmaceutical  company based in the
San Francisco Bay Area. Mr. Shaw has served on the Boards of Advisors of several
private  investment  and  technology  companies.  He has a  Bachelor  of Arts in
Economics  and Political  Science with a minor in  Psychology  from Saint Mary's
College.  We have entered into a consulting  contract with  SharpManagement.com,
LLC,  for the  services of Mr. Shaw to perform the duties of the Chief  Strategy
Officer in exchange for $10,000.00 per month.

Wing Yu is our Chief Executive  Officer and one of our four directors.  Prior to
this  position,  Mr.  Yu was our  Chief  Operating  Officer.  He has also held a
variety  of other  senior  positions  within  the  Company,  including  the Vice
President of Web Development. Prior to joining the financial data and technology
industry,  Mr. Yu spent his early  professional  career  within the  educational
field working as an educator, a freelance Apple Macintosh developer for 6 years.
He  also  worked  for  Ticketmaster  CitySearch.com,  Inc.  coordinating  online
advertising. Mr. Yu holds a Bachelor of Arts in History from Occidental College,
and a Masters in Arts degree in Instructional Technology. Mr. Yu's annual salary
is currently $110,000.00.

Owen Naccarato is one of our directors. Mr. Naccarato has held various operating
positions,  including Chief Financial  Officer for Bikers Dream,  Inc., a NASDAQ
traded  motorcycle   assembler  and  parts  distributor,   and  divisional  vice
president/controller  for Baxter  Healthcare,  Inc.,  a NYSE traded  health care
manufacturer  and  distributor.  Mr.  Naccarato is a licensed  attorney and is a
member of the California  State Bar  Association.  He is also a Certified Public
Accountant. Mr. Naccarato is currently serving on our board of directors without
compensation.

Gregg Fidan is our former Vice President of Product  Development  and one of our
directors. In March of 2005 he resigned as an employee of the Company. Mr. Fidan
is the founder of BuckInvestor, Inc, a leading investment information portal for
long-term  investors,  which we acquired in 1999 which  coincided with Mr. Fidan
joining our company as an officer and  director.  Prior to this time,  Mr. Fidan
was co-founder of Adtech  Promotions,  a regional marketing and development firm
specializing  in online  usability and search engine  optimization.  He has been
recognized in such leading  publications  as Money  Magazine,  Bloomberg,  CNBC,
Online Investor  Magazine,  and several national  newspapers.  Mr. Fidan holds a
degree in Business  Administration  with a  concentration  in Finance from North
Carolina State University.

Dave Neville is our President and General  Counsel.  Mr.  Neville is responsible
for the  Company's  corporate  operations  and  financing  activities.  Prior to
joining  FinancialContent,  Mr.  Neville  practiced  law in San  Francisco.  His
experience  spans  the areas of  corporate  governance,  tax  laws,  securities,
employment and investor  relations.  He has worked  extensively with private and
publicly-traded  companies in the financial  services  industry.  Mr.  Neville's
annual salary is currently $84,000.00.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors  and  executive  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  initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors and greater than 10%  shareholders  are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

                                      -17-
<PAGE>

To the Company's knowledge, the following officers, directors and 10% beneficial
owners  filed  late the forms  required  under  Section  16(a)  relating  to the
granting of stock under the Company's  2002  Employee and Officer  Retention and
Recognition Plan and the Company's Stock Option Plan: Dave Neville; Gregg Fidan,
Wing Yu, Wilfred Shaw, and Mark Dierolf;  Asia Pacific  Ventures  failed to file
forms related to converting  notes to equity in 2002;  Owen Naccarato  failed to
file forms related to the granting of a warrant in 2004; and CNET filed late the
forms related to its acquisition of the Company's Series A convertible preferred
stock.

Code of Ethics  for the Chief  Executive  Officer  and the  Principal  Financial
Officer
--------------------------------------------------------------------------------

On September 26, 2004, the Board of Directors of the Company adopted the Code of
Ethics for employees  and officers,  which was included as exhibit 14.1 with the
June 30, 2004 Form 10KSB/A.

Item 10.  Executive Compensation

The  following   table  sets  forth  certain   summary   information   regarding
compensation  paid by the Company for services  rendered during the fiscal years
ended June 30, 2006 and 2005,  respectively,  to the Company's  Chief  Executive
Officer, Chief Strategy Officer and Chief Financial Officer during such period.
<TABLE>
<CAPTION>

                                                 Summary Compensation Table

-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
                                                               Long-Term
                                                               Compensation
Annual Compensation                                            Awards
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Name and principal   Year     Salary     Bonus    Other        Restricted     Securities      LTIP  All
position                                          Annual comp  Stock Awards   underlying            other
                                                                              options/SARS          comp.
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
<S>                  <C>      <C>        <C>      <C>          <C>            <C>             <C>   <C>
Wing Yu, CEO         2006     $107,200   0        0            0              0               0     0
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Wing Yu, CEO         2005     $81,232    0        0            0              0               0     0
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Wing Yu, CEO         2004     $87,000    $500     0            0              $1,040,000(1)   0     0
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Wilfred Shaw, CSO    2006     $213,500   0        0            0              0               0     0
                              (3)
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Wilfred Shaw, CSO    2005     0          0        0            0              0               0     0
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Wilfred Shaw, CSO    2004     0          0        0            0              0               0     0
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Dave Neville, CFO    2006     $73,500    0        0            0              0               0     0
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Dave Neville, GC     2005     $63,600    0        0            0              $48,000(2)      0     0
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
Dave Neville, GC     2004     $68,400    $500     0            0              $480,000(1)     0     0
-------------------- -------- ---------- -------- ------------ -------------- --------------- ----- --------
</TABLE>



(1) Shares granted pursuant to 2004 Stock Option Plan ("Plan").  Values based on
value of Company's common stock on June 30, 2004 of $1.60, without reduction for
$1.30 exercise price. Shares issued under Plan are categorized under one of four
vesting  schedules;  in equal amounts quarterly over the next 12 quarters;  upon
reaching  certain  corporate  milestones;  upon the  discretion  of the board of
directors;  and upon listing on a senior exchange. Upon vesting, shares shall be
listed under LTIP payouts  column  pursuant to paragraph  (b)(2)(iv)(A)  of Item
402. Upon approval of 2004 Stock Option Plan by the Company's shareholders, said
shares shall be registered shares under Form S-8. (2) Shares granted pursuant to
the Plan.  Values  based on the value of the  Company's  common stock on June 1,
2005 of $0.96. (3) Paid for unpaid services provided through March 31, 2006.


Employment Agreements
---------------------

Wilfred  Shaw:  Under  the  original  terms  of the  Management  and  Consulting
Agreement  effective  May 17,  2000  executed  by and  between  the  Company and
Sharpmanagement.com,  LLC ("SharpManagement"),  the Company paid SharpManagement
$15,000  per month to secure the  services of Mr.  Shaw as the  Company's  Chief
Executive Officer.  Effective April 1, 2001, payments were reduced to $5,000 per
month and Mr. Shaw became the Company's Chief Strategy Officer.  Mr. Shaw is the
managing and sole member of SharpManagement. The Company issued 1,036,584 shares
of its common stock as payment under the  Consulting  and  Management  Agreement
valued at $165,000 for services  provided from January 1, 2001 through March 31,
2003. The Company has continued to renew its agreement with  Sharpmanagement and
increased  the monthly fee to $10,000 per month  effective  January 1, 2005.  As


                                      -18-
<PAGE>

recently  as  January  2006 the  Company  agreed  to renew  the  agreement  with
Sharpmanagement  at the current rate of $10,000.00 per month through the current
year.  In April 2006,  the Company paid  Sharpmanagement  $213,500 owed for past
services through date of said payment.

Wing Yu: Mr. Yu was promoted to Chief  Operating  Officer on May 11, 2000.  Upon
joining the Company,  he earned an annual salary of  $120,000.00  and received a
signing bonus of $6,800.00. However, during the fiscal year ended June 30, 2001,
Mr. Yu  accepted  a salary  reduction  to  $72,000  per year,  and  concurrently
accepted a promotion to Chief  Executive  Officer.  On January 1, 2004, Mr. Yu's
annual salary was raised to $110,000.

Dave  Neville:  Mr.  Neville was  promoted to general  counsel of the Company in
December 2000. In February 2003, he was appointed President of the Company,  and
more recently  appointed as the Company's Chief Financial Officer in March 2006.
Mr. Neville's current annual salary is $84,000.

Compensation of Directors
-------------------------

Except as set forth below,  directors receive no remuneration for their services
as directors at this time. In March 2002, we issued a warrant to Owen  Naccarato
to purchase  200,000  shares of common  stock at an exercise  price of $0.25 per
share.  This  warrant  expired by its own terms in May 2004.  In June 2004,  the
Company issued a new two year warrant to Mr. Naccarato to purchase up to 382,000
shares of our common stock at $0.75 per share.  The warrant  expired on June 30,
2006.  Company  has  adopted no  retirement,  pension,  profit  sharing or other
similar programs.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Company's Common Stock as of June 30, 2006 based on information
available  to the  Company by (i) each person who is known by the Company to own
more than 5% of the  outstanding  Common Stock based upon reports  filed by such
persons with the Securities and Exchange Commission or as reflected on the books
and records of the Company's  stock transfer  agent;  (ii) each of the Company's
directors; (iii) each of the named executive officers; and (iv) all officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
----------------------------- -------------------------------- ---------------------------- -----------------
Title of Class                Name and Address                 Shares Beneficially Owned    Percent (2)(3)
                                       (1)
----------------------------- -------------------------------- ---------------------------- -----------------
<S>                                                            <C>                          <C>
Class A Common                Wing Yu                          559,222 (4)                  3.12%
                              101 Lincoln Centre Drive,
                              Suite 410
                              Foster City, CA 94404
----------------------------- -------------------------------- ---------------------------- -----------------
Class A Common                Wilfred Shaw                     2,229,765 (5)(6)             12.42%
                              101 Lincoln Centre Drive,
                              Suite410
                              Foster City, CA 94404
----------------------------- -------------------------------- ---------------------------- -----------------
Class A Common                Asian Pacific Ventures           1,066,667 (6)                5.94%
                              Suite 13, 16th Floor
                              Kinwick Center,
                              32 Hollywood Road
                              Central Hong Kong, H.K.
----------------------------- -------------------------------- ---------------------------- -----------------
Class A Common                Gregg Fidan                      838,557                      4.67%
                              101 Lincoln Centre Drive,
                              Suite 410
                              Foster City, CA 94404
----------------------------- -------------------------------- ---------------------------- -----------------
Class A Common                Dave Neville                     255,609 (7)                  1.42%
                              101 Lincoln Centre Drive,
                              Suite 410
                              Foster City, CA 94404
----------------------------- -------------------------------- ---------------------------- -----------------
Convertible Preferred         CNET Networks, Inc.              2,239,910                    12.48%
Series A (8)                  235 Second Street
                              San Francisco, CA 94105
----------------------------- -------------------------------- ---------------------------- -----------------
Convertible Debenture (9)     Jade Special Strategy, LLC       1,986,666                    11.07%
                              1175 Walt Whitman Road, Suite
                              100
                              Melville, New York 11747
----------------------------- -------------------------------- ---------------------------- -----------------
Class A Common                Officers and Directors as a      4,949,820                    25.04%
                              group
----------------------------- -------------------------------- ---------------------------- -----------------
</TABLE>

                                      -19-
<PAGE>

(1) A person is  deemed to be the  beneficial  owner of  securities  that can be
acquired by such person  within 60 days from the date of this annual report upon
the  exercise of options or  warrants,  or the  conversion  of on the  Company's
series of  convertible  preferred  stock.  Each  beneficial  owner's  percentage
ownership is  determined  by assuming  that  options or warrants or  convertible
preferred stock that are held by such person and which are exercisable within 60
days of the date of this annual  report have been  exercised.  Unless  otherwise
indicated,  we  believe  that all  persons  named in the table have or will have
voting  and  investment  power  with  respect  to all  shares  of  common  stock
beneficially owned by them.
(2)  These  percentages  are  based  upon  17,951,536   calculated  as  follows:
10,949,293  shares of our  common  stock  outstanding  as of June 30,  2006 plus
7,641,411 shares which are exercisabe  within 60 days of the date of this annual
report are assumed  exercised.  (3) Does not include the 4,000,000 shares of the
Company's  Series D  preferred  stock  issued to Wilfred  Shaw and Wing Yu. Each
holder of Series D Preferred Stock shall be entitled to vote on all matters that
the  holders of Common  Stock vote upon.  The  holders of the Series D Preferred
Stock  and  Common  Stock  shall  vote  together  as a single  class on all such
matters.  The holders of the Series D Preferred  Shares  shall be entitled to 10
votes of Common  Stock for each share of Series D  Preferred  Stock  voted.  (4)
133,333 of the 559,222 shares included  represents shares vested and exercisable
within the next 60 days under a stock option plan.
(5) Does not  include  shares  beneficially  owned by Asia  Pacific  Venture,  a
related party to Wilfred Shaw.  (6) A related party to Wilfred Shaw. (7) 100,000
of the 255,609 shares included  represents shares vested and exercisable  within
the next 60 days under a stock option plan.
(8) Represents  2,239,910  shares of our Series a convertible  preferred  stock
held by CNET Networks,  Inc. which shares are  convertible  upon the election of
the holder on a one to one basis.
(9)  Represents  a Note  and  Warrant  Purchase  Agreement  for  the  sale  of a
$1,000,000 secured convertible note. The secured convertible note bears interest
at a rate of 9% per annum,  matures two years from the date of issuance,  and is
convertible in whole or in part into registrable  shares of the Company's common
stock at $0.75 per share. The warrants issuable under the agreement are equal to
twenty-five  percent  of the number of shares  into  which the entire  principal
amount of the note is  convertible  at an exercise price of $1.00 per share plus
twenty-five  percent of the number of shares into which the note is  convertible
at an exercise price of $1.25 per share. In the event the 10 day average closing
bid price of the Company's  common stock is less than $0.75 per share within the
30 day period  immediately  following the registration  statement being declared
effective,  the  institutional  investor  may  reset  the  conversion  price  to
twenty-five  percent  below  such  average  price and again  every  four  months
thereafter should the share price fall below $0.75. Based on the Company's stock
price as of effective date of the registration  statement on April 26, 2006, the
investor  may reset  the  conversion  price.  The  above  table  assumes a $0.75
conversion price.  666,666 shares of the 1,986,666 are issuable upon exercise of
the warrants issued under the Note.

Item  12. Certain Relationships and Related Transactions.

A.       Asia Pacific Ventures

Asia Pacific  Ventures (APV) is a company whose  headquarters  are in Hong Kong,
and its authorized  representative  is Wilfred Shaw, the current Chairman of the
Board of Directors of the Company.  Additionally,  APV is a shareholder  holding
greater than 10% of the outstanding common stock of the Company on a non-diluted
basis.  The Company has received  advances from APV, and these  advances bear an
interest rat of 12% per annum.

During the year ended June 30, 2005,  APV had advanced  $218,100 to the Company.
During  the year ended June 30,  2006,  the  Company  repaid  all  advances  and
interest to APV.


B.       Wilfred Shaw

The Company has received  advances from Wilfred Shaw, and these advances bear an
interest  rate of 12% per  annum.  Prior to and  during  the year ended June 30,
2006, Wilfred Shaw had advanced $30,330 to the Company.  Wilfred Shaw was repaid
in full during the year.

                                      -20-
<PAGE>


C.       Wing Yu

The Company  has  received  advances  from Wing Yu, and these  advances  bear no
interest.  During the year ended June 30, 2006, Wing Yu advanced  $59,517 to the
Company. As of June 30, 2006, Wing Yu is owed approximately $617 by the Company.


D. Sharpmanagement.com, LLC

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this  contract,  as  amended  effective  January 1, 2005 and  renewed  effective
January 1, 2006, the Company is required to pay $10,000 per month for each month
that Mr. Shaw provides  services to the Company.  Mr. Wilfred Shaw is a majority
owner of  SharpManagement.com.  In April 2006 the Company  paid  Sharpmanagement
$213,500   that  was  owed  under  the  contract  as  renewed   between  us  and
Sharpmanagement as of March 30, 2006. The current balance owed to Sharpmanagment
is approximately $28,427.


Item  13.  Exhibits and Reports on Form 8-K

(a) Exhibits:

 (23)          23.1        Consent of Independent  Certified Public Accountants,
                           attached hereto.

 (31)          31.1        Certification by Wing Yu, Chief Executive Officer, as
                           required under Section 302 of Sarbannes-Oxley  Act of
                           2002, attached hereto.

               31.2        Certification   by  Dave  Neville,   Chief  Financial
                           Officer,   as  required  under  Section  302  of  the
                           Sarbannes-Oxley Act of 2002, attached hereto.

(32)           32          Certification   as  required  under  Section  906  of
                           Sarbannes-Oxley Act of 2002, attached hereto.

(b) Reports on Form 8-K:

On February 16, 2006,  the Company filed a Form 8-K  disclosing  under item 4.02
that that the Company's  financial  statements  for the year ended June 30, 2004
and 2005, and three months ended  September 30, 2005, were to be restated due to
an error in not recognizing a beneficial  conversion  feature in the convertible
preferred stock the company issued during its fiscal year ended June 30, 2004.

On February 17, 2006,  the Company filed a Form 8-K  disclosing  under item 3.02
that it had entered into a Note and Warrant Purchase Agreement for the sale of a
$1,000,000 secured convertible note.

On February  21,  2006,  the Company  amended its Form 8-K  previously  filed on
February  17,  2006 to attach  the  exhibits  to the Note and  Warrant  Purchase
Agreement not filed with the original Form 8-K.

On March 7, 2006, the Company filed a Form 8-K  disclosing  under item item 5.02
the appointment of the Company's new chief accounting officer.

On March 28, 2006, the Company filed a Form 8-K disclosing  under item 5.04 that
it had amended its bylaws to change the title of the Company's chief  accounting
officer from controller to chief financial officer.

                                      -21-
<PAGE>

Item 14.  Principal Accountant Fees and Services.

Audit Fees:  The aggregate fees billed for each of the last two fiscal years for
services  rendered  by our  principal  accountant  for the  audit of our  annual
financial  statements  and review of financial  statements  included in our form
10QSB's  for the fiscal  years  ended  June 30,  2006 and 2005 are  $44,781  and
$48,212 , respectively.

Audit Related Fees: $44,781.86

Tax Fees:  $125.00

All Other Fees: $40,902.50


                                   SIGNATURES
                           --------------------------

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                      FinancialContent, Inc.


                      By: /s/ Wing Yu
                      -------------------------------
                      Wing Yu,
                      Chief Executive Officer

                      Dated: September 28, 2006

         In  accordance  with the Exchange Act, this report has been duly signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.



/s/ Wing Yu                                            September 28, 2006
------------------------------------
    Wing Yu,
    Chief Executive Officer
    Director


/s/ Wilfred Shaw                                       September 28, 2006
------------------------------------
    Wilfred Shaw,
    Chief Strategy Officer
    Director

/s/ Dave Neville                                       September 28, 2006
------------------------------------
    Dave Neville,
    Chief Financial Officer


/s/ Gregg Fidan                                        September 28, 2006
------------------------------------
    Gregg Fidan,
    Director


                                      -22-

                             FINANCIALCONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2006 AND 2005





<PAGE>


                             FINANCIALCONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2006 AND 2005






                                       C O N T E N T S



Report of Independent Registered Public Accounting Firm                     F-1

Consolidated Balance Sheets                                           F-2 - F-3

Consolidated Statements of Operations and Comprehensive Loss                F-4

Consolidated Statements of Changes in Shareholders' Equity            F-5 - F-6

Consolidated Statements of Cash Flows                                 F-7 - F-8

Notes to Consolidated Financial Statements                            F-9 - F-34



<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders
FinancialContent, Inc.


We   have   audited   the   accompanying    consolidated   balance   sheets   of
FinancialContent,  Inc., a Delaware  Corporation,  as of June 30, 2006 and 2005,
and the related  consolidated  statements of operations and comprehensive  loss,
changes in shareholders'  equity (deficit) and cash flows for each of the fiscal
years then ended. These consolidated financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of  FinancialContent,  Inc. as of
June 30, 2006 and 2005, 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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company experienced a significant net loss in the year
ending June 30, 2006 and 2005, with losses incurred subsequently,  and generated
negative cash flows from  operating  activities  and as of June 30, 2006, has an
accumulated  deficit of $22,920,096  and a working  capital deficit of $903,881.
These matters raise substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 2. In the event additional  funds are raised,  continuation of
the business  thereafter is dependent upon the ability of the Company to achieve
sufficient cash flow. The accompanying  financial  statements do not include any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.



/s/ Pohl, McNabola, Berg & Company, LLP
--------------------------------------------
Pohl, McNabola, Berg & Company, LLP
San Francisco, California
September 13, 2006


                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
                           CONSOLIDATED BALANCE SHEETS
                          AS OF JUNE 30, 2006 AND 2005




                                ASSETS                                 June 30,       June 30,
                                ------                                   2006          2005
                                                                     -----------    -----------
Current Assets:
<S>                                                                  <C>            <C>
      Cash and cash equivalents                                      $     4,295    $    14,536
      Short-term investments in marketable securities                     14,250          2,606
      Accounts receivable - trade (net of reserve for doubtful
         accounts of $22,171 and $20,284, respectively)                  167,160        115,075
      Prepaid expenses                                                   105,473          5,599
      Deposits                                                            23,232          6,945
                                                                     -----------    -----------

         Total Current Assets                                            314,410        144,761
                                                                     -----------    -----------

Property and Equipment :
      Office furniture                                                    15,806         14,212
      Equipment                                                          204,006        170,034
      Software                                                             5,992          5,992
                                                                     -----------    -----------

         Property and Equipment, cost                                    225,804        190,238

      Accumulated depreciation                                          (169,151)      (132,298)
                                                                     -----------    -----------

         Property and Equipment, net                                      56,653         57,940
                                                                     -----------    -----------

Other Assets:
      Long-term investments                                                6,612          5,048
      Deferred financing fees (net of amortization of $20,
         348 and $0, respectively)                                       133,152           --
      Purchased contracts - CNET (net of amortization
         of $671,496 and $487,671, respectively)                         367,650        551,475
                                                                     -----------    -----------

         Total Other Assets                                              507,414        556,523
                                                                     -----------    -----------

             Total Assets                                            $   878,477    $   759,224
                                                                     ===========    ===========
</TABLE>


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


                                   (continued)


                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
                CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)
                          AS OF JUNE 30, 2006 AND 2005



                LIABILITIES AND STOCKHOLDERS' EQUITY                   June 30,        June 30,
                ------------------------------------                    2006             2005
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Current Liabilities:
     Accounts payable                                               $    117,449    $    148,077
     Management fees due to related party                                 28,427         124,892
     Payroll and taxes payable                                            37,189          38,577
     Income taxes payable                                                   --             1,600
     Other accrued expenses                                                9,431          12,757
     Deferred revenue                                                     46,095          32,377
     Note payable - related parties                                          617         222,284
     Accrued interest on notes payable                                      --             6,719
     Convertible notes payable                                           990,000            --
     Unamortized discount on convertible notes                          (889,852)           --
     Warrant liability                                                   197,167            --
     Derivative liability                                                525,432            --
     Liabilities of discontinued operations                              117,509         117,509
     Dividend payable                                                     38,827          38,829
                                                                    ------------    ------------

        Total Current Liabilities                                      1,218,291         743,621
                                                                    ------------    ------------

Stockholders' Equity:
     Preferred stock, 200,000,000 shares authorized
        Preferred stock Series A, $0.001 par value;
        2,239,910 shares issued and outstanding                            2,240           2,240
        Preferred stock Series B, $0.001 par value; 600,000 and
           1,033,334 shares issued and outstanding, respectively             600           1,033
        Preferred stock Series C, $0.001 par value; 1,168,001 and
           1,301,334 shares issued and outstanding, respectively           1,168           1,301
        Preferred stock Series D, $0.001 par value; 4,000,000
           shares issued and outstanding                                   4,000           4,000
     Common stock, $0.001 par value; 900,000,000 shares
        authorized; 10,949,277 and 10,369,276 issued and
        outstanding, respectively                                         10,949          10,370
     Additional paid-in-capital                                       22,672,769      22,461,382
     Accumulated other comprehensive loss                               (111,444)        (70,618)
     Accumulated deficit                                             (22,920,096)    (22,394,105)
                                                                    ------------    ------------

        Total Stockholders' Equity                                      (339,814)         15,603
                                                                    ------------    ------------

           Total Liabilities and Stockholders' Equity               $    878,477    $    759,224
                                                                    ============    ============
</TABLE>


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


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                   FOR THE YEARS ENDED JUNE 30, 2006 AND 2005

                                                                2006            2005
                                                            ------------    ------------
<S>                                                         <C>             <C>
Revenues:
      Revenues                                              $  1,648,043    $  1,145,569
      Barter revenues (non-cash)                                 184,901         130,330
                                                            ------------    ------------
         Total revenues                                        1,832,944       1,275,899

Costs of revenues (depreciation expense
      is not included in cost of revenues)                      (331,039)       (279,259)


Operating Expenses:
      Business development                                        40,366          20,221
      General and administrative                               1,629,669       1,529,321
      Bad debt                                                    19,745          33,664
      Advertising expense - barter (non-cash)                    162,828         118,185
      Amortization and depreciation                              220,678         213,380
                                                            ------------    ------------
         Total Operating Expenses                              2,073,286       1,914,771
                                                            ------------    ------------

         Loss from Operations                                   (571,381)       (918,131)
                                                            ------------    ------------

Other Income (Expense):
      Other income                                                 6,587          60,174
      Amortization of deferred financing costs                   (20,348)           --
      Gain on change in warrant liability                         93,334            --
      Gain on change in derivative liability                     184,067            --
      Amortization of note discount                             (110,148)           --
      Gain on investment                                           1,564              96
      Interest expense                                           (37,472)         (6,948)
                                                            ------------    ------------

         Total Other Income(Expense)                             117,584          53,322
                                                            ------------    ------------

      Net loss before taxes                                     (453,797)       (864,809)

         Provision for income tax                                 (1,600)         (1,600)
                                                            ------------    ------------

      Net loss                                                  (455,397)       (866,409)

         Preferred stock dividend                                (49,124)        (49,543)
                                                            ------------    ------------

             Net loss attributable to common stockholders       (504,521)       (915,952)
                                                            ------------    ------------

Other comprehensive income:
      Unrealized loss on securities                              (62,296)         (2,619)
                                                            ------------    ------------

Comprehensive Loss                                          $   (566,817)   $   (918,571)
                                                            ============    ============


Net loss per share from continuing operations (basic and
diluted)                                                    $      (0.05)   $      (0.08)
Net loss per share from cash dividend (basic and diluted)   $      (0.00)   $      (0.01)
                                                            ------------    ------------
      Total loss per share (basic and diluted)              $      (0.05)   $      (0.09)
                                                            ============    ============

Shares used in per share calculation (basic and diluted)      10,443,157       9,817,254
                                                            ============    ============
</TABLE>


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


                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2006 AND 2005



                                                              Preferred Stock             Preferred Stock
                                                                 Series A                     Series B
                                                         -------------------------   --------------------------
                                                            Shares        Amount       Shares         Amount
                                                         -----------   -----------   -----------    -----------
<S>                                                        <C>         <C>             <C>          <C>
Balance, June 30, 2004                                     2,239,910   $     2,240     1,033,334    $     1,033
                                                         ===========   ===========   ===========    ===========

         Comprehensive income (loss):
         Net loss from operations during the period             --            --            --             --
         Net unrealized gain (loss) on securities, net          --            --            --             --
         Common Stock issued for future services                --            --            --             --
         Compensation expense recognized on
        subscription receivable                                 --            --            --             --
         Dividends                                              --            --            --             --
         Sale of Common Stock                                   --            --            --             --
         Issuance of common stock for services                  --            --            --             --
                                                         -----------   -----------   -----------    -----------

 Balance, June 30, 2005                                    2,239,910   $     2,240     1,033,334    $     1,033
                                                         ===========   ===========   ===========    ===========

         Comprehensive income (loss):
         Net loss from operations during the period             --            --            --             --
         Net unrealized gain (loss) on securities, net          --            --            --             --

         Conversion of preferred stock                          --            --        (433,334)          (433)
         Conversion of note principal                           --            --            --             --
         Compensation expense recognized on
        subscription receivable                                 --            --            --             --
         Realize prior period comprehensive losses              --            --            --             --
         Dividends                                              --            --            --             --
                                                         -----------   -----------   -----------    -----------

 Balance, June 30, 2006                                    2,239,910   $     2,240       600,000    $       600
                                                         ===========   ===========   ===========    ===========
</TABLE>



                                   (continued)

                                      F-5A
<PAGE>
<TABLE>
<CAPTION>

                                                                Preferred Stock            Preferred Stock
                                                                   Series C                   Series D
                                                         --------------------------    -------------------------
                                                            Shares         Amount         Shares        Amount
                                                         -----------    -----------    -----------   -----------
<S>                                                        <C>          <C>              <C>         <C>
Balance, June 30, 2004                                     1,301,334    $     1,301      4,000,000   $     4,000
                                                         ===========    ===========    ===========   ===========

         Comprehensive income (loss):
         Net loss from operations during the period             --             --             --            --
         Net unrealized gain (loss) on securities, net          --             --             --            --
         Common Stock issued for future services                --             --             --            --
         Compensation expense recognized on
        subscription receivable                                 --             --             --            --
         Dividends                                              --             --             --            --
         Sale of Common Stock                                   --             --             --            --
         Issuance of common stock for services                  --             --             --            --
                                                         -----------    -----------    -----------   -----------

 Balance, June 30, 2005                                    1,301,334    $     1,301      4,000,000   $     4,000
                                                         ===========    ===========    ===========   ===========

         Comprehensive income (loss):
         Net loss from operations during the period             --             --             --            --
         Net unrealized gain (loss) on securities, net          --             --             --            --

         Conversion of preferred stock                      (133,333)          (133)          --            --
         Conversion of note principal                           --             --             --            --
         Compensation expense recognized on
        subscription receivable                                 --             --             --            --
         Realize prior period comprehensive losses              --             --             --            --
         Dividends                                              --             --             --            --
                                                         -----------    -----------    -----------   -----------

 Balance, June 30, 2006                                    1,168,001    $     1,168      4,000,000   $     4,000
                                                         ===========    ===========    ===========   ===========
</TABLE>
                                  (continued)

                                      F-5B
<PAGE>
<TABLE>
<CAPTION>


                             FINANCIALCONTENT, INC.
      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2006 AND 2005

                                                                Common Stock                             Additional
                                                          -------------------------    Subscription       Paid-in
                                                            Shares         Amount       Receivable        Capital
                                                         ------------   ------------   ------------    ------------
<S>                                                         <C>         <C>            <C>             <C>
Balance, June 30, 2004                                      9,455,192   $      9,455   $       --      $ 22,085,359
                                                         ============   ============   ============    ============

         Comprehensive income (loss):

         Net loss from operations during the period              --             --             --              --
         Net unrealized gain (loss) on securities, net           --             --             --              --

         Common Stock issued for future services              600,000            600       (604,200)        603,600
         Compensation expense recognized on
         subscription receivable                                 --             --           83,806            --
         Dividends                                               --             --             --              --
         Sale of Common Stock                                  11,584             12           --             9,988
         Issuance of common stock for services                302,500            303           --           282,829
                                                         ------------   ------------   ------------    ------------


 Balance, June 30, 2005                                    10,369,276   $     10,370   $   (520,394)   $ 22,981,776
                                                         ============   ============   ============    ============

         Comprehensive income (loss):

         Net loss from operations during the period              --             --             --              --
         Net unrealized gain (loss) on securities, net           --             --             --              --
         Conversion of preferred stock                        566,668            566           --              --
         Conversion of note principal                          13,333             13           --             9,987
         Compensation expense recognized on
        subscription receivable                                  --             --          201,400            --
         Realize prior period comprehensive losses               --             --             --              --
         Dividends                                               --             --             --              --
                                                         ------------   ------------   ------------    ------------


 Balance, June 30, 2006                                    10,949,277   $     10,949   $   (318,994)   $ 22,991,763
                                                         ============   ============   ============    ============
</TABLE>

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

                                  (continued)

                                      F-6A
<PAGE>


<PAGE>

<TABLE>
<CAPTION>
                            FINANCIALCONTENT, INC.
      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2006 AND 2005

                                                           Accumulated
                                                              Other                          Total
                                                          Comprehensive    Accumulated    Shareholders'   Comprehensive
                                                          Income (loss)      Deficit         Equity       Income (loss)
                                                          ------------    ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>             <C>
Balance, June 30, 2004                                    $    (67,999)   $(21,478,153)   $    557,236    $ (4,403,785)
                                                          ============    ============    ============    ============

         Comprehensive income (loss):

         Net loss from operations during the period               --          (866,409)       (866,409)       (866,409)
         Net unrealized gain (loss) on securities, net          (2,619)           --            (2,619)         (2,619)

         Common Stock issued for future services                  --              --              --              --
         Compensation expense recognized on
         subscription receivable                                  --              --            83,806            --
         Dividends                                                --           (49,543)        (49,543)        (49,543)
         Sale of Common Stock                                     --              --            10,000            --
         Issuance of common stock for services                    --              --           283,132            --
                                                          ------------    ------------    ------------    ------------


 Balance, June 30, 2005                                   $    (70,618)   $(22,394,105)    $     15,603    $   (918,571)
                                                          ============    ============    ============    ============

         Comprehensive income (loss):

         Net loss from operations during the period               --          (455,397)       (455,397)       (455,397)
         Net unrealized gain (loss) on securities, net         (62,296)           --           (62,296)        (62,296)
         Conversion of preferred stock                            --              --              --              --
         Conversion of note principal                             --              --            10,000            --
         Compensation expense recognized on
        subscription receivable                                   --              --           201,400            --
         Realize prior period comprehensive losses              21,470         (21,470)           --              --
         Dividends                                                --           (49,124)        (49,124)        (49,124)
                                                          ------------    ------------    ------------    ------------


 Balance, June 30, 2006                                   $   (111,444)   $(22,920,096    $   (339,814)   $   (566,817)
                                                          ============    ============    ============    ============
</TABLE>

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

                                      F-6B

<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2006 AND 2005


                                                                                    2006                 2005
                                                                              -----------------    -----------------
<S>                                                                           <C>                <C>
Operating Activities:
     Net loss from operations                                                 $    (455,397)     $     (866,409)

Adjustments to reconcile  net (loss) to net cash provided by (used in) operating
     activities:
        Depreciation                                                                 36,853              29,555
        Amortization of intangible asset                                            183,825             183,825
        Amortization of financing costs                                              20,348                --
        Amortization of note discount                                               110,148                --
        Allowance for bad debts                                                       1,887               6,312
        Expense recognized in connection with subscription receivable               201,400              83,806
        Issuance of common stock for services                                          --               283,132
        Gain on investments                                                          (1,564)                (96)
        Stock received for services rendered                                        (73,940)             (4,625)
        Change in valuation of warrant liability                                    (93,334)               --
        Change in valuation of derivative liability                                (184,067)               --

Changes in operating assets and liabilities:
     Increase in accounts receivable - trade                                        (53,972)            (38,135)
     (Increase) decrease in deposits                                                (16,287)              1,600
     (Increase) decrease in prepaid expenses                                        (99,874)              1,782
     Increase in income tax payable                                                  (1,600)                  -
     Increase (decrease) in accounts payable                                        (30,627)             47,060
     Decrease in accrued liabilities and expenses                                    (3,327)            (32,901)
     Increase (decrease) in management fees due to related party                    (96,465)             88,708
     Increase (decrease) in payroll and taxes payable                                (1,388)             38,564
     Increase in deferred revenue                                                    13,718               2,771
     Increase (decrease) in accrued interest                                         (6,719)              6,719
                                                                              ---------------    ----------------

        Net cash used in operating activities                                      (550,382)           (168,332)
                                                                              ---------------    ----------------

Investing activities:
     Purchase of property and equipment                                             (35,566)            (27,719)
                                                                              ---------------    ----------------

        Net cash used in investing activities                                       (35,566)            (27,719)
                                                                              ---------------    ----------------
</TABLE>

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

                                   (continued)



                                      F-7A
<PAGE>


<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2006 AND 2005


                                                                                     2006                2005
                                                                               -----------------   -----------------
Financing activities:
<S>                                                                                <C>                <C>
     Proceeds from notes payable - related party                                          --             218,100
     Payments on notes payable - related party                                        (218,100)             --
     Proceeds from convertible note                                                  1,000,000              --
     Deferred costs of financing                                                      (153,500)             --
     Proceeds from sale of common stock                                                   --              10,000
     Proceeds from advances from officers                                               89,517           139,200
     Payments on advances from officers                                                (93,084)         (143,250)
     Payment of preferred stock dividend                                               (49,126)          (24,563)
                                                                               ----------------   ---------------

        Net cash provided by financing activities                                     575,707           199,487
                                                                               ----------------   ---------------

        Increase (Decrease) in cash and cash equivalents                              (10,241)            3,436

Cash and cash equivalents, beginning of period                                         14,536            11,100
                                                                               ----------------   ---------------

Cash and cash equivalents, end of period                                       $        4,295     $      14,536
                                                                               ================   ===============


Supplemental  disclosures of cash flow information:  Cash paid during the period
     for:
        Interest                                                               $       49,847     $        --
                                                                               ================   ===============
        Taxes                                                                  $        3,200     $       1,600
                                                                               ================   ===============

Supplemental disclosures of non-cash transactions:
     Write off of accounts payable and accrued expenses                        $        6,561     $      59,098
                                                                               ================   ===============
     Expense recognized in connection with subscription receivable             $      201,400     $      83,806
                                                                               ================   ===============
     Barter transactions for advertising                                       $      184,901     $     130,330
                                                                               ================   ===============
     Issuance of common stock for services                                     $         --       $     283,132
                                                                               ================   ===============
     Financing fees for convertible debt                                       $      153,500     $        --
                                                                               ================   ===============
     Issuance of common stock for convertible note principal                   $       10,000     $        --
                                                                               ================   ===============
</TABLE>

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


                                      F-8
<PAGE>


<PAGE>
                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006

1.       Summary of Significant Accounting Policies
         ------------------------------------------

A.       General Description of Business

FinancialContent, Inc., ("FC" or the "Company"), a Delaware corporation (http://
www.financialcontent.com),  offers financial-related  services through the World
Wide Web through its wholly-owned  subsidiary,  FinancialContent  Services, Inc.
(www.financialcontent.com).  The  Company  is  focused  on  providing  financial
content through the Internet.  The Company  provides  financial  content such as
stock quotes and Dow Jones Industrial average data to various web sites.

Specifically,  FinancialContent  is a technology firm that aggregates  financial
information  for instant  integration  into any  platform.  By  partnering  with
leading content providers, FinancialContent delivers the highest quality content
while  ensuring  an  affordable  entry  point for its  clients  through  turnkey
implementation. The mission of FinancialContent is to provide unparalleled value
and usability for both content managers and end users.


B.       Basis of Presentation and Organization

These  consolidated  financial  statements  represent the financial  activity of
FinancialContent,  Inc.,  a  publicly  traded  company  listed and traded on the
NASDAQ Over the Counter  Bulletin Board ("OTCBB").  The  consolidated  financial
statements  for the years  ended June 30, 2006 and 2005,  have been  prepared in
accordance  with generally  accepted  accounting  principles.  The  consolidated
financial  statements include the accounts of the Company and its majority-owned
subsidiaries.  All intercompany transactions have been eliminated. The Company's
fiscal year ends on June 30 each year.


C.       Cash and Cash Equivalents, Short and Long-Term Investments

For purposes of cash flows, the Company considers all highly liquid  investments
purchased with a maturity of three months or less to be cash equivalents,  those
with original  maturities  not greater than three months and current  maturities
less than twelve  months from the balance sheet date are  considered  short-term
investments,  and those with  maturities  greater  than  twelve  months from the
balance sheet date are considered long-term investments.


D.       Property and Equipment

Property  and  equipment  are  recorded  at cost  and are  depreciated  over the
estimated useful lives of the assets using the straight-line  method.  Estimated
useful lives for  financial  reporting  purposes are as follows:  furniture  and
fixtures,  five to seven years;  computer  hardware and  software,  three years;
leasehold  improvements,  over the shorter of five years or the lease term.  The
cost and related accumulated  depreciation of all property and equipment retired
or  otherwise  disposed of are removed  from the  accounts.  Any gain or loss is
recognized in the current period.  Various  accelerated methods are used for tax
purposes.

Maintenance  and repair costs are charged to expense as  incurred,  and renewals
and improvements  that extend the useful lives of the assets are capitalized and
added to the property and equipment.


                                      F-9
<PAGE>
                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


1.       Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

E.       Income Taxes

The  Company  accounts  for its  income  taxes  using the  Financial  Accounting
Standards  Board   Statements  of  Financial   Accounting   Standards  No.  109,
"Accounting  for Income Taxes," which requires the  establishment  of a deferred
tax asset or  liability  for the  recognition  of future  deductible  or taxable
amounts and operating loss and tax credit carryforwards. Deferred tax expense or
benefit is recognized as a result of timing differences  between the recognition
of assets and liabilities for book and tax purposes during the year.

Deferred  tax  assets and  liabilities  are  measured  using  enacted  tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are expected to be  recovered  or settled.  Deferred tax assets are
recognized  for deductible  temporary  differences  and operating  loss, and tax
credit  carryforwards.  A  valuation  allowance  is  established  to reduce that
deferred tax asset if it is "more likely than not" that the related tax benefits
will not be realized.


F.       Revenue Recognition

The  Company's  primary  source  of  revenues  is  through  providing  access to
financial data (e.g.,  stock quotes) to other  Internet  properties on a monthly
subscription basis. The Company records revenue when the content is delivered to
the customer.


G.       Product and Website Development

Costs incurred in the development of new products or properties and enhancements
to existing  products  are  charged to expense as  incurred.  Material  software
development  costs incurred  subsequent to the  establishment  of  technological
feasibility are  capitalized.  Technological  feasibility is determined based on
the completion of a working model.  The Company has not  capitalized any website
development costs.


H.       Capitalized Computer Software

During  the two  years  ended  June 30,  2006 and  2005,  no  internal  software
development  costs were  capitalized,  as the costs incurred  between  achieving
technological  feasibility  and  product  release  were  minimal.  Research  and
development costs, including the design of product enhancements, are expensed as
incurred. The Company has not capitalized any software development costs.


I.       Advertising Costs

All advertising costs are expensed as incurred. The Company incurred advertising
expenses of $173,876 for the year ended June 30, 2006,  of which  $162,828  were
paid by barter service  transactions.  The Company incurred advertising expenses
of $138,542 for the year ended June 30,  2005,  of which  $130,330  were paid by
barter service transactions.


                                      F-10
<PAGE>
                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006



1.       Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

J.       Marketable Securities and Long-Term Investments

The Company's marketable  securities are classified as  available-for-sale as of
the balance sheet date and are reported at fair value, with unrealized gains and
losses,  net of tax recorded in  shareholders'  equity.  The Company invests its
excess  cash in mutual  funds and equity  securities  traded on  national  stock
markets.  Realized gains or losses and permanent  declines in value,  if any, on
available-for-sale  securities  are  reported  in other  income  or  expense  as
incurred.

The Company  invested in equity  instruments  of  privately  held,  Internet and
information  technology  companies  for business and strategic  purposes.  These
investments are included in other  long-term  assets and are accounted for under
the  cost  method  when  ownership  is  less  than  20%.  For  these  non-quoted
investments,  the  Company's  policy  is to  regularly  review  the  assumptions
underlying  the operating  performance  and cash flow forecasts in assessing the
carrying  values.  The  Company  identifies  and  records  impairment  losses on
long-lived assets when events and circumstances  indicate that such assets might
be impaired.


K.       Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions 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.
Actual results could differ from those estimates.

Management   makes   estimates  that  affect   reserves  for  impairment   loss,
discontinued  operations,  deferred income tax assets and reserves for any other
commitments  or  contingencies.   Any  adjustments   applied  to  estimates  are
recognized in the year in which such adjustments are determined.


L.       Earnings per Share

The Company  follows  SFAS No. 128,  "Earnings  per  Share,"  which  establishes
standards for computing and presenting earnings per share ("EPS") and applies to
entities with publicly held common stock or potential common stock.

Basic EPS is computed  by dividing  net income  (loss) by the  weighted  average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution that could occur from common shares  issuable  through stock
options,  warrants  and other  convertible  securities  when the effect would be
dilutive.  Shares issued during the period and shares repurchased by the Company
are weighted for the portion of the period that they were  outstanding  for both
basic and diluted EPS calculations.

The  difference  between  Basic and  Diluted  EPS would be due to the  effect of
dilutive  stock  options  and  warrants.  However,  the  Company had no dilutive
securities  issued in 2006 and 2005 due to the Company having net losses in 2006
and 2005.

                                      F-11
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


1.       Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

M. Segments of an Enterprise and Related Information

The Company follows SFAS No. 131,  "Disclosures  about Segments of an Enterprise
and  Related  Information."  SFAS  No.  131  requires  that  a  public  business
enterprise  report  financial and descriptive  information  about its reportable
operating  segments on the basis that is used internally for evaluating  segment
performance and deciding how to allocate resources to segments.  Currently,  the
Company operates in only one segment.


N.       Comprehensive Income

SFAS No.  130,  "Reporting  Comprehensive  Income,"  established  standards  for
reporting and presentation of comprehensive  income and its components in a full
set of financial  statements.  Comprehensive  income  consists of net income and
unrealized  gains (losses) on  available-for-sale  marketable  securities and is
presented  in  the   consolidated   statements  of   shareholders'   equity  and
comprehensive income. The Statement requires only additional  disclosures in the
consolidated  financial  statements and does not affect the Company's  financial
position or results of operations.


O.       Business Risks and Credit Concentrations

The Company operates in the Internet industry segment,  which is relatively new,
rapidly  evolving  and highly  competitive.  The Company  relies on  third-party
suppliers of topical and relevant information content. There can be no assurance
that the Company will be able to continue product development and secure content
sufficient to support its operations.

Financial  instruments  that  potentially  subject  the  Company to  significant
concentration  of credit risk consist  primarily of cash,  cash  equivalents and
short and long-term  investments.  Substantially all of the Company's cash, cash
equivalents  and short and  long-term  investments  are managed by one financial
institution.

Accounts   receivable  are  unsecured.   The  Company  performs  ongoing  credit
evaluations  of its customers'  financial  condition.  It generally  requires no
collateral  and  maintains  reserves  for  potential  credit  losses on customer
accounts,  when  necessary.  Management  evaluated the accounts  receivable  and
reserved  $22,171  and $20,284 of  accounts  receivable  as of June 30, 2006 and
2005, respectively.


P.       Fair Value of Financial Instruments

The carrying value of certain of the financial  instruments,  including accounts
receivable,  other  current  assets,  accounts  payable  and  accrued  expenses,
approximate fair value due to their short  maturities.  Based on borrowing rates
currently  available to the Company for loans with similar  terms,  the carrying
value of notes payable approximate fair value.


                                      F-12
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


1.       Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

Q.       Software Developed for Internal Use

The American  Institute  of Certified  Public  Accountants  issued  Statement of
Position  98-1 ("SOP  98-1"),  "Accounting  for the Costs of  Computer  Software
Developed or Obtained for Internal  Use." This  standard  requires  companies to
capitalize  qualifying  computer  software costs,  which are incurred during the
application  development  stage and amortize them over the software's  estimated
useful  life.  The Company  has adopted SOP 98-1,  which is deemed not to have a
material impact on the financial statements and related disclosures.


R.       Intangibles

Intangible assets consist of goodwill resulting from acquisition of websites and
other Internet  properties and purchased  contracts and deferred financing fees.
The  difference  between  the fair  market  value  of the  assets  acquired  and
consideration  paid  is  recorded  as the  intangible  value.  The  Company  has
estimated that the economic useful life of the purchased contracts to be 5 years
and amortization to be on a straight-line basis. Management estimated the useful
life based on expected retention of the contracts purchased.


S.       Long-lived Assets

The Company  identifies and records  impairment  losses on long-lived assets and
identifiable intangible assets, when events and circumstances indicate that such
assets might be impaired.


T.       Stock-Based Compensation

The Company accounts for its stock-based  compensation  plan based on Accounting
Principles  Board ("APB")  Opinion No. 25, FIN 44 and SFAS 123,  "Accounting for
Stock-Based Compensation." The Company has determined that it will not change to
the  fair  value  method  and  will  continue  to use  APB  Opinion  No.  25 for
measurement  and  recognition  of any expense  related to  employee  stock based
transactions. All non-employee stock option and warrant grants are accounted for
under the fair value method.  As such,  compensation  expense for employee stock
option and  warrant  grants  would be  recorded on the date of grant only if the
current market price of the underlying stock exceeds the exercise price.

The  FASB  issued  SFAS  No.148,  "Accounting  for  Stock-Based  Compensation  -
Transition and Disclosure."  This statement amends SFAS No.123,  "Accounting for
Stock-Based  Compensation," to provide  alternative  methods of transition for a
voluntary  change to the fair  value-based  method of accounting for stock-based
employee  compensation.  Pursuant to SFAS No.123,  the Company would expense the
fair market value of stock  options  newly granted to third parties and disclose
the pro forma  results  based on the fair value of  options/warrants  granted to
employees.


U.       Barter Transactions

In 2006,  the  Company  entered  into  barter  agreements  whereby it  delivered
$184,901  of   FinancialContent  in  exchange  for  advertising  credit  on  the
respective web sites.  During the year ended June 30, 2006, the Company  charged
to advertising  expense $162,828 as a result of these barter  transactions.  The
Company  recognized  advertising  expense  based  on  the  market  value  of the
FinancialContent provided.

                                      F-13
<PAGE>
                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


1.       Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

V.       Recent Accounting Pronouncements

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Instruments".  SFAS  No.  155  amends  SFAS No 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and SFAF No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities".  SFAS No. 155,  permits  fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  clarifies which  interest-only  strips and principal-only
strips are not  subject  to the  requirements  of SFAS No.  133,  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interests  that  are  freestanding  derivatives  or that  are  hybrid  financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives,  and  amends  SFAS No.  140 to  eliminate  the  prohibition  on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006.

In March 2005, the SEC released Staff Accounting Bulletin No. 107,  "Share-Based
Payment"  ("SAB  107"),  which  provides  interpretive  guidance  related to the
interaction  between SFAS 123(R) and certain SEC rules and regulations.  It also
provides  the SEC staff's  views  regarding  valuation  of  share-based  payment
arrangements.  Management  will  implement  the  provisions  of SAB 107 and SFAS
123(R) effective July 1, 2006.

In June  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income  Taxes--an  interpretation  of FASB Statement No. 109 (FIN
48). FIN 48 provides guidance for the recognition, derecognition and measurement
in financial  statements of tax positions taken in previously  filed tax returns
or tax positions expected to be taken in tax returns.  FIN 48 requires an entity
to recognize  the financial  statement  impact of a tax position when it is more
likely than not that the position will be sustained upon examination. If the tax
position meets the more-likely-than-not recognition threshold, the tax effect is
recognized  at the  largest  amount of the  benefit  that is greater  than fifty
percent likely of being realized upon ultimate  settlement.  The Company will be
required to adopt FIN 48 as of January 1, 2007,  with any  cumulative  effect of
the change in accounting principle recorded as an adjustment to opening retained
earnings.  The Company is currently  evaluating the impact of FIN 48 and has not
yet determined the effect on its earnings or financial position.



2.       Going Concern Uncertainties
         ---------------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going  concern.  However,  the  Company has  experienced  recurring
operating  losses  and  negative  cash  flows  from  operations.  The  Company's
continued existence is dependent upon its ability to increase operating revenues
and/or raise additional equity financing.



                                      F-14
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


2.       Going Concern Uncertainties (continued)
         ---------------------------------------

In view of these matters, management believes that actions presently being taken
to expand the  Company's  operations  and to continue its  web-based  activities
provide the  opportunity for the Company to reach  profitability.  The Company's
focus on strategic  technological  investments  will improve the Company's  cash
flow,  profitability and ability to raise additional capital so that it can meet
its strategic objectives.

Management did not raise additional capital during the year, however, management
is currently in the process of  negotiating  additional  equity  financing  with
potential  investors.  The financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.



3.       Income Taxes
         ------------

The  Company  incurred  $1,600 and  $1,600 in state  taxes for each of the years
ended June 30, 2006 and 2005,  respectively.  No provision  for federal taxes in
the US has been recorded for the years ended June 30, 2006 and 2005. The Company
incurred net operating losses for these periods.

                                                       2006           2005
                                                   ------------   ------------

Loss from operations before provision
  for income taxes                                     (453,797)      (864,809)
                                                   ============   ============

Income Tax Provision                                       2006           2005
                                                   ------------   ------------
Current:
     Federal                                               --             --
     State                                                1,600          1,600
                                                   ------------   ------------
                                                          1,600          1,600
                                                   ============   ============
Deferred:
     Federal                                               --             --
     State                                                 --             --
                                                   ------------   ------------
                                                           --             --
                                                   ============   ============


Effective Tax Reconciliation                            2006          2005
                                                   ------------   ------------

Federal income tax rate                                35.00%)       (35.00%)
Change in valuation reserve                            30.22%         25.00%
Other                                                   5.13%          8.26%
State and local taxes, net of federal tax benefit      (0.35%)        (0.06%)
                                                   ------------   ------------

                                                       (0.00%)        (1.80%)
                                                   ============   ============


                                      F-15
<PAGE>
                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


3.       Income Taxes (continued)
         ------------------------

The following  table  summarizes the deferred tax assets and liabilities for the
years ended June 30, 2006 and 2005:
<TABLE>
<CAPTION>

                                                                             Year Ended June 30
                                                 -----------------------------------------------------------------------
                                                                2006                                    2005
                                                 ---------------------------------    ----------------------------------
                                                     Federal            State              Federal              State
                                                 --------------    ---------------    ---------------    ---------------
<S>                                              <C>               <C>                <C>                <C>
Deferred income tax assets:
     Net operating loss carryforwards            $   2,861,100     $      721,700     $    2,685,000     $     677,200
     Intangible assets                                 864,500            229,000            903,447           239,148
     Other reserves                                    124,800             33,000            124,759            33,024
     Federal benefit for state taxes                      --                 --                 --                --
     Other                                             185,000             48,800            185,016            48,831
                                                 --------------    ---------------    ---------------    ---------------
         Total deferred tax assets                   4,035,400          1,032,500          3,898,222           998,203
                                                 --------------    ---------------    ---------------    ---------------

Deferred income tax liabilities:
     Nondeductible reserves                           (185,100)           (95,500)          (185,062)          (95,528)
                                                 --------------    ---------------    ---------------    ---------------
         Total deferred tax liabilities               (185,100)           (95,500)          (185,062)          (95,528)
                                                 --------------    ---------------    ---------------    ---------------

Net deferred tax assets before valuation
   allowance                                         3,850,300            937,000          3,713,160           902,675
Valuation allowance                                 (3,850,300)          (937,000)        (3,713,160)         (902,675)
                                                 --------------    ---------------    ---------------    ---------------
         Net deferred tax assets                 $        --       $         --       $         --       $        --
                                                 ==============    ===============    ===============    ===============
</TABLE>


Due to the uncertainty  surrounding the realization of deferred tax assets,  the
Company has recorded a valuation  allowance  against its net deferred tax asset.
The Company has loss  carryforwards of  approximately  $8,174,000 and $7,671,000
from  continuing  operations,  which may be used to offset  future United States
federal and state income taxes and which begin to expire in 2018.



4.       Investments
         -----------

At June 30, 2006, short and long-term  investments in marketable securities were
classified as available-for-sale as follows:
<TABLE>
<CAPTION>

                                   Gross         Gross          Gross
                                 Amortized     Unrealized    Unrealized    Estimated
                                   Cost          Gain           Loss       Fair Value
                                -----------   -----------   -----------    -----------

<S>                            <C>           <C>           <C>            <C>
Equity securities - public     $    78,566   $      --     $   (64,316)   $    14,250
                               -----------   -----------   -----------    -----------
Total short-term investments        78,566          --         (64,316)        14,250

Corporate equity securities,
privately held                       6,612          --            --            6,612
                               -----------   -----------   -----------    -----------

Total                          $    85,178   $      --     $   (64,316)   $    20,862
                               ===========   ===========   ===========    ===========
</TABLE>



                                      F-16
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


4.       Investments (continued)
         -----------------------

At June 30, 2005, short and long-term  investments in marketable securities were
classified as available-for-sale as follows:
<TABLE>
<CAPTION>

                                 Gross          Gross          Gross
                                Amortized    Unrealized     Unrealized     Estimated
                                   Cost         Gain           Loss        Fair Value
                               -----------   -----------   -----------    -----------

<S>                            <C>           <C>           <C>            <C>
Equity securities - public     $    14,625   $      --     $   (12,019)   $     2,606
                               -----------   -----------   -----------    -----------

Total short-term investments        14,625          --         (12,019)         2,606

Corporate equity securities,
privately held                       5,048          --            --            5,048
                               -----------   -----------   -----------    -----------

Total                          $    19,673   $      --     $   (12,019)   $     7,654
                               ===========   ===========   ===========    ===========
</TABLE>

Investments in corporate equity securities of privately held companies, in which
the Company holds a less than 20% equity interest, are classified as long-term.



5.       Stock Option Plan
         -----------------

On  November  17,  1999,   the  Company's   board  of  directors   approved  the
FinancialContent,  Inc.,  1999 Stock Option Plan (the  "Plan").  On December 20,
1999, the Company's shareholders,  at the Company's annual meeting, approved the
Plan,  and  authorized  a pool of  100,000  shares of common  stock to be issued
according  to the Plan.  Options are usually  granted at the prices equal to the
current  fair  value of the  Company's  common  stock at the date of grant.  The
vesting  period is usually  related to the length of  employment  or  consulting
contract period.

The  Board  of  Directors  has  granted   management   the  authority  to  issue
non-statutory  stock options to employees and consultants of the Company.  As of
June 30, 2006 and 2005,  the Company has options  exercisable  for the Company's
common stock  granted to its  employees  and other  eligible  participants.  The
exercise  price varies  depending on the trading price of the  Company's  common
stock on the date of issuance among other factors.

Under this plan,  no option may be exercised  after the  expiration of ten years
from the date of grant.  There are two  categories of options:  Incentive  Stock
Options (ISO) and Non-Qualified Stock Options (NSO).

ISOs are granted to employees and the purchase  price shall not be less than the
Fair  Market  Value of the  common  stock  share at the date of grant and no ISO
shall be  exercisable  more than ten (10) years from date of grant,  and, no NSO
shall be  exercisable  more than five (5) years from date of grant.  NSOs may be
granted to any eligible  participant,  and ISOs are granted only to employees of
the Company.


                                      F-17
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


5.       Stock Option Plan (continued)
         -----------------------------

In general,  granted  ISO's expire three months after the  termination  date. If
employment  termination is due to cause,  the options shall expire  immediately;
and if  employment  termination  is due to permanent and total  disability,  the
options  may be  exercised  up to one year  following  termination.  The options
granted in 2005 and 2006 were not a part of a qualified  stock option plan.  The
Board of Directors approved the grants. The exercise price was equal to the fair
value of the stock.

Stock options issued as of June 30, 2006 and 2005 are summarized as follows:
<TABLE>
<CAPTION>

                                                   2006                              2005
                                       ------------------------------   --------------------------------

                                                         Weighted                           Weighted
                                                          Average                            Average
                                        Number of        Exercise         Number of         Exercise
                                         Options           Price           Options            Price
                                       ------------    --------------   --------------    --------------

<S>                                     <C>            <C>                   <C>           <C>
Outstanding at beginning of year        1,000,000      $        1.30         835,000       $       1.30
Granted                                         -      $        1.30         300,000       $       1.30
Exercised                                       -      $           -               -       $          -
Forfeited / Cancelled                    (254,000)     $        1.30        (135,000)      $       1.30
                                       ------------    -------------    --------------    --------------


Outstanding at end of year                746,000      $        1.30       1,000,000       $       1.30
                                       ============    ==============   ==============    ==============

Exercisable at end of year                692,000      $        1.30         467,000       $       1.30
                                       ============    ==============   ==============    ==============
</TABLE>


The non-statutory stock options are for periods of ten years.

The following table summarizes information about options outstanding at June 30,
2006:
<TABLE>
<CAPTION>

                                           Weighted
                                          Average              Weighted
                                           Average             Remaining
   Exercise            Number           Exercise Price        Contractual       Number Exercisable
    prices           Outstanding          per Share          Life in Years      as of June 30, 2006
---------------    ----------------    ----------------    ----------------    --------------------
<S>                       <C>          <C>                            <C>                  <C>
      $1.30               946,000      $           1.30               7.90                 692,000
===============    ================    ================    ================    ====================
</TABLE>


                                      F-18
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


5.       Stock Option Plan (continued)
         -----------------------------

The following table summarizes information about options outstanding at June 30,
2005:
<TABLE>
<CAPTION>

                                           Weighted
                                          Average              Weighted
                                           Average             Remaining
   Exercise            Number           Exercise Price        Contractual       Number Exercisable
    prices           Outstanding          per Share          Life in Years      as of June 30, 2005
---------------    ----------------    ----------------     ----------------    --------------------
<S>                       <C>          <C>                            <C>                  <C>
      $1.30               950,000      $           1.30               8.90                 467,000
===============    ================    ================    ================    ====================
</TABLE>


The  exercise  period for the  options  grants is ten years from the date of the
grant, and had various vesting requirements.

The Company  has  adopted  only the  disclosure  provisions  of SFAS No. 123. It
applies APB Opinion No. 25 and related  interpretations  in  accounting  for its
stock option plan. Accordingly,  during the fiscal years ended June 30, 2006 and
2005, no  compensation  cost has been recognized for its stock option plan other
than for options issued to outside third parties.  If the Company had elected to
recognize  compensation  expense based upon the fair value at the grant date for
awards under this plan consistent  with the  methodology  prescribed by SFAS No.
123,  the  Company's  net loss and loss per share would be  increased to the pro
forma amounts indicated below for the years ended June 30, 2006 and 2005:
<TABLE>
<CAPTION>

                                                                            2006                  2005
                                                                   --------------------    --------------------
Net loss attributable to common shareholder:

<S>                                                                <C>                     <C>
     As reported                                                   $         (504,521)     $         (915,952)

     Pro Forma                                                     $         (659,771)     $         (939,956)

Basic & diluted loss per common share As reported:
     Continuing operations (basic & diluted)                       $            (0.05)     $            (0.08)
     Cash dividend (basic & diluted)                               $            (0.00)     $            (0.01)
                                                                   --------------------    --------------------
     Total                                                         $            (0.05)     $            (0.09)
                                                                   ====================    ====================

Pro forma
     Continuing operations (basic & diluted)                       $            (0.06)     $            (0.09)
     Cash dividend (basic & diluted)                               $            (0.00)     $            (0.00)
                                                                   --------------------    --------------------
     Total                                                         $            (0.06)     $            (0.09)
                                                                   ====================    ====================

Shares used in calculation                                                 10,443,157               9,817,254
                                                                   ====================    ====================
Additional shares based on stock option plan                                  691,667                 467,000
                                                                   ====================    ====================
Total pro forma shares                                                     11,134,824              10,284,254
                                                                   ====================    ====================
</TABLE>

Options are granted at prices equal to the current  fair value of the  Company's
common  stock at the date of grant.  The vesting  period on 2006 and 2005 grants
was ten years,  and some options  become vested based only upon specific  events
occurring in the future.

                                      F-19
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


5.       Stock Option Plan (continued)
         -----------------------------

The  fair  value of  options  was  estimated  at the  date of  grant  using  the
Black-Scholes  option-pricing model. The fair value of the options is $0.69. The
assumptions  used in the  Black-Scholes  option-pricing  model  are as  follows:
dividend yield of 0%;  expected  volatility of 24%;  risk-free  interest rate of
5.4%,  and expected  life of 10 years.  The Company did not grant any options to
employees  during the year ended June 30,  2006.  The  Company  granted  300,000
options in the year ended June 30, 2005.

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



6.       Equity Transactions
         -------------------

A.       Issuance of Common Stock

The Company concluded  private placement  offerings of its stock during 2006 and
2005. The Company also issued common stock to individuals  and companies in lieu
of cash compensation.


Transactions during the year ended June 30, 2006

In October 2005, an individual  converted  100,000  shares of Series B Preferred
Stock into 100,000 shares of the Company's common stock.

In May  2006,  the  holder  of a  convertible  note  converted  $10,000  of note
principal into 13,333 shares of the Company's common stock.

In June 2006, an individual converted 166,667 shares of Series B Preferred Stock
into 166,667 shares of the Company's common stock.

In June 2006, an individual converted 166,667 shares of Series B Preferred Stock
into 166,667 shares of the Company's common stock.

In June 2006, an individual  converted 66,667 shares of Series C Preferred Stock
into 66,667 shares of the Company's common stock.

In June 2006, an individual  converted 66,666 shares of Series C Preferred Stock
into 66,666 shares of the Company's common stock.


                                      F-20
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


6.       Equity Transactions (continued)
         -------------------------------

A.       Issuance of Common Stock (continued)

Transactions during the year ended June 30, 2005

In September  2004, the Company issued 2,500 shares of registered  common stock,
having a market value of $3,450, to an employee.

In November 2004, the Company issued 150,000 shares of registered  common stock,
having a market value of $136,909, to an individual for consulting services.

In December 2004,  the Company issued 40,000 shares of registered  common stock,
having a market value of $37,873, for consulting services.

In January 2005,  the Company  issued 40,000 shares of registered  common stock,
having a market value of $45,320, for consulting services.

In February 2005, the Company issued 600,000 shares of registered  common stock,
having a market value of $604,200,  to an  individual  in relation to a contract
for services to be rendered  over the next three years.  The Company  recorded a
Subscription Receivable of $604,200 and recognized $83,806 of consulting expense
in connection  with this contract.  In the year ended June 30, 2006, the Company
recognized  an  additional  $201,400  of expense  related  to this  Subscription
Receivable.

In February 2005,  the Company issued 40,000 shares of registered  common stock,
having a market value of $33,720, for consulting services.

In March 2005,  the Company  issued 30,000  shares of  registered  common stock,
having a market value of $25,860, for consulting services.

In March 2005,  the  Company in a private  placement  sold 11,584  shares of its
unregistered,   restricted  common  stock  for  $10,000.  The  issuance  of  the
securities was exempt from the  registration  requirements of the Securities Act
of 1933, as amended, pursuant to Section 4(2) thereof.


B.       Warrants

As of June 30,  2005,  the Company had  outstanding  warrants  convertible  into
1,882,000  shares of common stock at exercise prices ranging from $0.75 to $1.30
per share. The unexercised warrants expired in June 2006.

As of June 30, 2006,  the Company has an  outstanding  warrant  which expires on
February 13, 2011, that is convertible into 116,667 shares of common stock at an
exercise price of $1.00 per share.

As of June 30, 2006,  the Company has an  outstanding  warrant  which expires on
February 13, 2011, that is convertible into 116,667 shares of common stock at an
exercise price of $1.25 per share.


                                      F-21
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


6.       Equity Transactions (continued)

B. Warrants (continued)

As of June 30, 2006,  the Company has an  outstanding  warrant  which expires on
March 31, 2011,  that is  convertible  into 116,667 shares of common stock at an
exercise price of $1.00 per share.

As of June 30, 2006,  the Company has an  outstanding  warrant  which expires on
March 31, 2011,  that is  convertible  into 116,667 shares of common stock at an
exercise price of $1.25 per shares.

As of June 30, 2006,  the Company has an  outstanding  warrant  which expires on
June 9, 2011,  that is  convertible  into  100,000  shares of common stock at an
exercise price of $1.00 per shares.

As of June 30, 2006,  the Company has an  outstanding  warrant  which expires on
June 9, 2011,  that is  convertible  into  100,000  shares of common stock at an
exercise price of $1.25 per shares.

A summary of the Company's outstanding warrants as of June 30, 2006 and 2005, is
presented below:

                                            Shares            Exercise Price
                                        ----------------     ------------------
Outstanding at June 30, 2004                    832,000                  0.75
                                        ----------------     ------------------

Cancelled/expired                              (350,000)                 0.75
Exercised                                          --                    0.00
Issued                                        1,400,000                  1.30
                                        ----------------     ------------------

Outstanding at June 30, 2005                  1,882,000                  0.75

Cancelled/expired                            (1,882,000)                 0.75
Exercised                                          --                    0.00
Issued                                          666,668                  1.13
                                        ----------------     ------------------

Outstanding at June 30, 2006                    666,668      $           1.13
                                        ================     ==================


The fair value of the warrants issued in both years was estimated at the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
weighted-average assumptions:

                                       2006                  2005
                               ----------------------    -------------
Dividend yield                                    0%               0%
Expected volatility                 60.34% - 165.26%              24%
Risk-free interest rate                4.88% - 5.07%             5.4%
Expected life                      4.65 - 4.94 years         10 years


The estimated fair value of the warrant granted in 2005 was $1.09. The estimated
fair value of the warrants granted in 2006 ranged from $0.63 to $0.83 per share.


                                      F-22
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


6.       Equity Transactions (continued)
         -------------------------------

B. Warrants (continued)

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


C.       2002 Employee and Officer Retention and Recognition Plan

In December 2001,  the Board of Directors  adopted the 2002 Employee and Officer
Retention and Recognition Plan (EORRP). The EORRP was adopted for the purpose of
establishing  incentives designed to recognize,  reward and retain employees and
officers.  Only employees and officers  shall be eligible to receive  restricted
stock awards under this plan.  The maximum  number of shares that can be granted
under the EORRP is 5,000,000 common shares.  No recipient is entitled to receive
more than 20% of the total  shares  available  under this plan.  The Company has
issued 2,072,681 shares of common stock under this plan.


D.       Preferred Stock Issuances

Series A

On July 18, 2003,  under the terms of an Asset Purchase  Agreement,  the Company
acquired the client  contract rights of CNET Network,  Inc.'s  ("CNET")  Private
Wire business,  under which CNET provides a financial  channel  solution for Web
sites and print publications that competed directly with FinancialContent's core
business.  The transaction  became effective  immediately.  In consideration for
CNET's rights to the Private Wire client contracts as well as customized indices
developed by CNET, FinancialContent gave CNET $175,000 cash and 2,164,910 shares
of  preferred  stock,  Series  A, with the  following  rights  and  preferences:
convertible up to 20% of the Company's issued and outstanding  common stock on a
one-for-one  basis,  15% of which is  guaranteed  and the  remaining  5% must be
earned based on a performance  matrix tied to revenues generated by the acquired
Private Wire client contracts;  accrued  quarterly  dividend rights at $0.055774
per share; and limited anti-dilution protections.

Under the terms of the  transaction,  FinancialContent  licensed its services to
the  Investor  Channel of CNET  News.com in  exchange  for  equivalent  value in
advertising over CNET's online properties. The amount of consideration given was
based on a number of factors, including the history and past performance and the
number of shares outstanding of the Company's common stock, and an evaluation of
CNET's  Private  Wire client  contracts,  which  included  among  other  things:
clients; revenues and payment histories; number of clients and deployments;  and
contract  terms.  The cash  consideration  paid to CNET  under  the terms of the
agreement was borrowed by the Company from Asia Pacific Ventures,  an affiliated
entity of the Company.


                                      F-23
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


6.       Equity Transactions (continued)
         -------------------------------

D.       Preferred Stock Issuances (continued)

Series A (continued)

As a result of the exercise of certain  warrants,  the Company issued to CNET an
additional  75,000  shares of Preferred  Stock Series A under the  anti-dilution
provision of the purchase agreement.  The issuance of the additional  contingent
securities does not increase the overall cost of the acquisition.  The only item
that changed was the number of shares issued for the acquisition.

The issuance of the securities was exempt from the registration  requirements of
the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.


Series B

Under a private  placement  memorandum dated May 29, 2003, the Company issued on
July 31, 2003,  1,033,334  shares of the 2,000,000  newly created  shares of the
Company's  Series B convertible  preferred stock at $0.35 per share.  The shares
have a  liquidation  preference  subordinate  to those of the Series A preferred
shares, have piggyback  registration rights and are convertible on a one-for-one
basis to share of the Company's common stock.

The issuance of the securities was exempt from the registration  requirements of
the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.


Series C

Under a private placement memorandum dated July 31, 2003, the Company has issued
a total of 1,336,334  shares of the  Company's  Series C  convertible  preferred
stock at $0.75 per share. The shares have a liquidation  preference  subordinate
to  those  of the  Series  A and  Series  B  preferred  shares,  have  piggyback
registration  rights and are convertible on a one-for-one basis to shares of the
Company's common stock.

In 2004, an individual converted 35,000 shares of Series C into 35,000 shares of
common stock.

The issuance of the securities was exempt from the registration  requirements of
the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.


Series D

In December 2003, the Company issued 4 million shares as Preferred Stock, Series
D ("Series D"). Series D has voting rights on a one-for-one basis with all other
Series of Preferred  Stock,  and it has a one-for-ten  voting rights with common
stock. Series D has no conversion rights and does not trade and, therefore,  has
no marketable  value. The Chairman of the Company was issued 3 million shares of
Series D, and the Chief Executive  Officer was issued 1 million shares of Series
D.

                                      F-24
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


6.       Equity Transactions (continued)
         -------------------------------

D.       Preferred Stock Issuances (continued)

Beneficial Conversion Feature

The Company recorded a beneficial conversion feature of $2,730,339 for preferred
stock classes A, B and C based upon the difference  between the conversion price
and the market  price of the shares at the dates of  issuance.  As each class of
preferred stock was immediately  convertible by the holders into common stock, a
deemed  dividend  expense in the amount of  $2,730,339  was recorded in the year
ended June 30, 2004.



7.       Convertible Note Payable

On February 13,  2006,  the Company  completed a private  placement of a secured
convertible  debenture  and warrants to an  institutional  investor,  generating
total gross proceeds of $1 million. The proceeds were received by the Company in
three traunches;  $350,000 on February 13, 2006, $350,000 on March 31, 2006, and
$300,000 on June 9, 2006 and after the Company's  registration statement on Form
SB2 being declared  effective on April 26, 2006. The debenture is secured by all
of the Company's  assets.  The  convertible  debenture is  convertible  into the
Company's common stock at $0.75 per share,  subject to certain reset provisions.
The  conversion  price is reset if the 10-day  average  closing bid price of the
Company's  stock  is  less  than  $0.75  per  share  within  the 30  day  period
immediately following the registration  statement being declared effective.  The
holder may reset the conversion  price to 25% below such average price and again
every four months  thereafter  should the price fall below $0.75 per share.  The
debenture,  which bears an interest  rate of 9%,  matures two years from date of
issuance.  The warrants  issuable  under the agreement are equal to  twenty-five
percent of the number of shares  into which the entire  principal  amount of the
debenture  is  convertible  at  an  exercise  price  of  $1.00  per  share  plus
twenty-five  percent  of the  number  of shares  into  which  the  debenture  is
convertible at an exercise  price of $1.25 per share.  Said warrants have a five
(5) year term, the shares issuable thereunder are registrable, and have cashless
exercise  rights which expire upon said  registration  statement  being declared
effective.

In connection with the financing,  the Company  incurred  finder's fee and legal
costs.  The issuance costs related to the  convertible  debenture as of June 30,
2006 totaled  $82,000 in cash, and are being  capitalized and amortized over the
life of the debt. The Company  calculated  the value of the Warrants  related to
the  proceeds   received  from  the  three  traunches  under  the  Black-Scholes
option-pricing method using the following assumptions:
<TABLE>
<CAPTION>

                                                    Dividend     Expected                        Exercise
  Warrant         Volatility      Discount Rate      Yield         Life           Value           Price
-------------    -------------    --------------    ---------    ----------    ------------    -------------
<S>                  <C>                  <C>              <C>        <C>      <C>             <C>
Traunch 1,
February 21, 2006
Warrant A            165.26%              4.88%            0          4.65     $   52,500      $      1.00
Warrant B            165.26%              4.88%            0          4.65     $   52,500      $      1.25

Traunch 2,
April 11, 2006
Warrant A             70.40%              4.90%            0          4.78     $   26,833      $      1.00
Warrant B             70.40%              4.90%            0          4.78     $   23,333      $      1.25

Traunch 3,
June 9, 2006
Warrant A             60.34%              5.07%            0          4.94     $   22,167      $      1.00
Warrant B             60.34%              5.07%            0          4.94     $   19,833      $      1.25
</TABLE>

                                      F-25
<PAGE>


                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


7.       Convertible Note Payable (continued)
         ------------------------------------

The Company  allocated the $1,000,000 in gross proceeds  between the convertible
debenture and the warrants based on their fair values.  The Company has reported
the debt  discount  as a direct  reduction  to the  face  amount  of the debt in
accordance  with  APB  21.  The  discount  is  accreted  over  the  life  of the
outstanding debenture. The issuance costs allocated to the convertible debenture
were  deferred  and will be  amortized  to  expense  over the life of the  debt.
Convertible debentures consist of the following at June 30, 2006:

9% convertible  subordinated debenture,  due in 2008, convertible
into  shares  of  common  stock  at any time  prior to  maturity.
Interest is payable monthly, and principal is due at maturity.
<TABLE>
<CAPTION>

<S>                                                                <C>
                                                                   $     1,000,000

Less:  Discount being accreted                                          (1,000,000)
                                                                   ------------------
     Net value of note                                                           -

Less:  Principal converted into common stock                               (10,000)
Plus:  Current period accretion of discount                                110,148
                                                                   ------------------
     Total carrying value of convertible debt at June 30, 2006     $       100,148
                                                                   ==================
</TABLE>


Debt Features

Pursuant to the terms of the debenture,  the holder has the option of converting
into such number of fully paid and  non-assessable  shares of common stock as is
determined by dividing that portion of  outstanding  principal  balance plus any
accrued but unpaid interest as of such date that the holder elects to convert by
the  Conversion  price  then in effect on the date on which the  holder  faxes a
notice of conversion.

There is a  prepayment  upon an  event  of  default  clause.  The debt  features
represents  an embedded  derivative  that is required to be accounted  for apart
from the underlying debenture. At issuance of the debentures (February 21, 2006,
April 11, 2006,  and June 9, 2006),  the debt features had an estimated  initial
value of $0 due to a discount to the debenture and a derivative liability on the
consolidated  balance sheet. In subsequent periods, if the price of the security
changes,  the  embedded  derivative  financial  instrument  related  to the debt
features  will be  adjusted to the fair value with the  corresponding  charge or
credit to other expense or income.

The  February  21,  2006,  April 11,  2006 and June 9, 2006  debentures  will be
treated as derivative liabilities until all such provisions are settled.

The following table  summarizes the charges to interest,  amortization and other
expense, net for the year ended June 30, 2006:

Interest expense on debt                       $       20,532
Accretion of debt discount                     $      110,148
Amortization of deferred financing cost        $       20,348



                                      F-26
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


7.       Convertible Note Payable (continued)
         ------------------------------------

9% Secured Convertible Debenture

The  debentures  accrue  interest at a rate of 9% per annum,  with principal and
interest due two years from the  issuance  date on each of the  debentures  (the
"maturity  date").  The  debenture  holder may convert all or any portion of the
principal  and accrued  interest on the  debentures at any time and from time to
time into common stock of the Company at a conversion  price of $0.75 per share,
subject to certain adjustments.

The  Conversion  Price  shall be  subject  to  adjustment  from  time to time as
follows:  (i) Adjustments for stock splits.  If the Company shall at any time or
from time to time after the Issuance  Date,  combine the  outstanding  shares of
common stock, the applicable Conversion Price in effect immediately prior to the
combination  shall be  proportionately  increased;  (ii) Adjustments for certain
dividends and distributions. In each such event, the applicable Conversion Price
in effect  immediately  prior to such event shall be decreased as of the time of
such issuance or, in the event such record date shall have been fixed, as of the
close of business on such record date, by multiplying, the applicable Conversion
Price then in effect by a  fraction:  (1) the  numerator  of which  shall be the
total number of shares of common stock issued and outstanding  immediately prior
to the time of such  issuance or the close of business on such record date;  and
(2) the denominator of which shall be the total number of shares of common stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of business on such record date plus the number of shares of common  stock
issuable in payment of such dividend or distribution; (iii) Adjustment for other
dividends and distributions.  In each such event, an appropriate revision to the
applicable  Conversion  Price  shall  be made  and  provision  shall be made (by
adjustments  of the  Conversion  Price or otherwise) so that the holders of this
debenture shall receive upon conversions  thereof,  in addition to the number of
shares of common  stock  receivable  thereon,  the number of  securities  of the
Company which they would have received had this  debenture  been  converted into
common  stock on the date of such  event and had  thereafter,  during the period
from the date of such event to and including the Conversion Date,  retained such
securities (together with any distributions payable thereon during such period),
giving application to all adjustments called for during such period with respect
to the rights of the holders of this  debenture and the other  debentures;  (iv)
Adjustments for reclassification,  exchange or substitution. In each such event,
an  appropriate  revision to the  Conversion  Price shall be made and provisions
shall be made (by adjustments of the Conversion  Price or otherwise) so that the
holder shall have the right  thereafter to convert this  debenture into the kind
and   amount  of  shares  of  stock  and  other   securities   receivable   upon
reclassification,  exchange,  substitution  or other  change,  by holders of the
number of shares of common  stock  into  which  such  debenture  might have been
converted immediately prior to such reclassification,  exchange, substitution or
other  change,  all  subject to  further  adjustment  as  provided  herein;  (v)
Adjustments for  reorganization,  merger,  consolidation or sales of assets.  In
such event,  (A) if the surviving  entity in any such change is a public company
that is registered  pursuant to the Securities Exchange Act of 1934, as amended,
and its  common  stock is listed or quoted  on a  national  exchange  or the OTC
Bulletin  Board, an appropriate  revision to the Conversion  Price shall be made
and  provision  shall  be  made  (by  adjustments  of the  Conversion  Price  or
otherwise)  so that the holder shall have the right  thereafter  to convert such
debenture  into the kind and amount of shares of stock and other  securities  or
property of the Company or any  successor  corporation  resulting  from  Organic
Change,  and (B) if the  surviving  entity  in any such  Change  is not a public
company that is registered  pursuant to the Securities  Exchange Act of 1934, as
amended,  or its common stock is not listed or quoted on a national  exchange or
the OTC Bulletin  Board,  the holder shall have the right to demand  prepayment;
(vi) Adjustments for issuance of additional shares of common stock. In each such
event,  the Company  shall,  at any time,  from time to time,  issue or sell any
shares of  additional  shares of common stock at a price per share less than the
Conversion Price then in effect or without consideration, then the


                                      F-27
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


7.       Convertible Note Payable (continued)
         ------------------------------------

9% Secured Convertible Debenture (continued)

Conversion  Price  upon each  such  issuance  shall be  adjusted  to that  price
(rounded to the nearest cent)  determined by multiplying  each of the Conversion
Price then in effect by a fraction: (A) the numerator of which shall be equal to
the sum of (x) the  number of shares of  common  stock  outstanding  immediately
prior to the  issuance of such  Additional  Shares of common  stock plus (y) the
number of shares of common stock  (rounded to the nearest whole share) which the
aggregate consideration for the total number of such Additional Shares of common
stock so issued  would  purchase  at a price per share  equal to the  Conversion
Price then in effect,  and (B) the  denominator  of which  shall be equal to the
number of shares of common stock  outstanding  immediately after the issuance of
such  Additional  Shares  of  common  stock;  (vii)  Issuance  of  common  stock
Equivalents.  If the Company  shall  issue any  securities  convertible  into or
exchangeable   for,   directly  or   indirectly,   common  stock   ("Convertible
Securities")  shall be issued or sold and the  aggregate  of the price per share
for which Additional Shares of common stock may be issuable  thereafter pursuant
to such common stock Equivalent,  plus the consideration received by the Company
for issuance of such common stock Equivalent  divided by the number of shares of
common stock issuable  pursuant to such common stock  Equivalent (the "Aggregate
Per Common Share Price") shall be less than the applicable Conversion Price then
in effect, or if, after any such issuance of common stock Equivalents, the price
per share for which Additional Shares of common stock may be issuable thereafter
is amended or adjusted,  and such price as so amended  shall make the  Aggregate
Per Share Common Price be less than the applicable Conversion Price in effect at
the time of such amendment or adjustment,  then the applicable  Conversion Price
upon each such issuance or amendment  shall be adjusted as provided in the first
sentence of subsection (vi) above;  (viii)  Consideration for Stock. In case any
shares of common stock or any common stock  Equivalents shall be issued or sold:
(1) in connection with any merger or  consolidation  in which the Company is the
surviving  corporation  (other  than any  consolidation  or  merger in which the
previously outstanding shares of common stock of the Company shall be changed to
or exchanged  for the stock or other  securities  of another  corporation),  the
amount of  consideration  therefor  shall be,  deemed to be the fair  value,  as
determined  reasonably  and in good  faith  by the  Board  of  Directors  of the
Company,  of such  portion  of the  assets  and  business  of the  non-surviving
corporation  as such Board may  determine to be  attributable  to such shares of
common stock, Convertible Securities, rights or warrants or options, as the case
may be; or (2) in the event of any  consolidation  or merger of the  Company  in
which the Company is not the surviving  corporation  or in which the  previously
outstanding  shares of common  stock of the  Company  shall be  changed  into or
exchanged for the stock or other  securities of another  corporation,  or in the
event of any sale of all or  substantially  all of the assets of the Company for
stock or other  securities  of any  corporation,  the Company shall be deemed to
have issued a number of shares of its common  stock for stock or  securities  or
other  property  of the other  corporation  computed  on the basis of the actual
exchange ratio on which the transaction was predicated,  and for a consideration
equal to the fair market value on the date of such transaction of all such stock
or  securities  or  other  property  of  the  other  corporation.  If  any  such
calculation  results in adjustment of the applicable  Conversion  Price,  or the
number of shares of common stock issuable upon conversion of the debentures, the
determination  of the  applicable  Conversion  Price or the  number of shares of
common stock  issuable upon  conversion of the debentures  immediately  prior to
such merger,  consolidation  or sale,  shall be made after giving effect to such
adjustment of the number of shares of common stock  issuable upon  conversion of
the  debentures.  In the event  common  stock is  issued  with  other  shares or
securities or other assets of the Company for  consideration  which covers both,
the  consideration  computed as provided  herein shall be  allocated  among such
securities  and assets as  determined in good faith by the Board of Directors of
the Company.


                                      F-28
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


7.       Convertible Note Payable (continued)
         ------------------------------------

9% Secured Convertible Debenture (continued)

Anything  herein  to the  contrary  notwithstanding,  the  Company  shall not be
required to make any adjustment to the Conversion  Price in connection  with (i)
securities   issued  (other  than  for  cash)  in  connection   with  a  merger,
acquisition,  or  consolidation,  (ii) securities issued pursuant to a bona fide
firm underwritten public offering of the Company's securities,  (iii) securities
issued  pursuant to the  conversion or exercise of  convertible  or  exercisable
securities  issued  or  outstanding  on or prior to the date  hereof  or  issued
pursuant to the Purchase  Agreement,  (iv) the shares of common  stock  issuable
upon the exercise of Warrants,  (v)  securities  issued in connection  with bona
fide strategic license agreements,  partnering  arrangements or other consulting
services so long as such  issuances are not for the purpose of raising  capital,
(vi)  common  stock  issued or the  issuance or grants of options or warrants to
purchase  common  stock to any  employer,  officer,  director  or advisor of the
Company for a period of two (2) years following the Issuance Date so long as the
exercise  price of such  options or  warrants is greater  than $0.75,  (vii) any
warrants  issued to the placement  agent and its designees for the  transactions
contemplated  by the Purchase  Agreement,  and (viii) the payment of any accrued
interest  in shares of common  stock  pursuant  to this  debenture  or the other
debentures, and (ix) securities issued to CNET Networks, Inc.

The  occurrence  of any of the  following  events shall be an "Event of Default"
under  the  debenture:  (a) the  Company  shall  fail to make any  principal  or
interest  payments  on the date such  payments  are due and such  default is not
fully cured within three (3) business days after the occurrence  thereof; or (b)
the  failure of the  Registration  Statement  to be  declared  effective  by the
Securities and Exchange  Commission on or prior to the date which is two hundred
ten (210) days after the Issuance  Date;  or (c) the  suspension  from  listing,
without  subsequent listing on any one of, or the failure of the common stock to
be  listed  on at  least  one of the OTC  Bulletin  Board,  the  American  Stock
Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market or The New York
Stock Exchange,  Inc. for a period of seven (7) consecutive Trading Days; or (d)
the Company's notice to the holder, including by way of public announcement,  at
any time,  of its inability to comply or its intention not to comply with proper
requests for conversion of this  debenture  into shares of common stock;  or (e)
the Company  shall fail to (i) timely  deliver  the shares of common  stock upon
conversion  of the debenture or any interest  accrued and unpaid,  (ii) file the
Registration  Statement in accordance with the terms of the Registration  Rights
Agreement or (iii) make the payment of any fees and/or liquidated  damages under
this debenture,  the Purchase  Agreement or the Registration  Rights  Agreement,
which  failure in the case of items (i) and (iii) of this Section  2.1(e) is not
remedied within four (4) business days after the incurrence  thereof and, solely
with respect to item (iii) above,  after the holder  delivers  written notice to
the Company of the incurrence thereof;  or (f) while the Registration  Statement
is required to be maintained effective pursuant to the terms of the Registration
Rights Agreement, the effectiveness of the Registration Statement lapses for any
reason  (including,  without  limitation,  the  issuance  of a stop order) or is
unavailable to the holder for sale of the Registrable  Securities (as defined in
the  Registration  Rights  Agreement)  in  accordance  with  the  terms  of  the
Registration Rights Agreement,  and such lapse or unavailability continues for a
period of ten (10) consecutive  Trading Days,  provided that the Company has not
exercised  its  rights  pursuant  to  Section  3(n) of the  Registration  Rights
Agreement;  or (g) default shall be made in the performance or observance of (i)
any material covenant, condition or agreement contained in this debenture (other
than as set forth in clause  (f) of this  Section  2.1) and such  default is not
fully cured  within five (5)  business  days after the holder  delivers  written
notice to the Company of the occurrence  thereof or (ii) any material  covenant,
condition  or  agreement  contained  in  the  Purchase   Agreement,   the  other
debentures,


                                      F-29
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


7.       Convertible Note Payable (continued)
         ------------------------------------

9% Secured Convertible Debenture (continued)

the Registration Rights Agreement or any other Transaction Document which is not
covered by any other  provisions  of this  Section  2.1 and such  default is not
fully cured  within five (5)  business  days after the holder  delivers  written
notice  to  the  Company  of  the  occurrence   thereof;  or  (h)  any  material
representation  or  warranty  made  by the  Company  herein  or in the  Purchase
Agreement,  the Registration Rights Agreement, the other debentures or any other
Transaction  Document shall prove to have been false or incorrect or breached in
a material  respect on the date as of which made and the holder delivers written
notice to the Company of the  occurrence  thereof;  or (i) the Company shall (A)
default in any payment of any amount or amounts of  principal  of or interest on
any Indebtedness (other than the Indebtedness hereunder) the aggregate principal
amount of which  Indebtedness  is in excess of  $100,000  or (B)  default in the
observance or  performance of any other  agreement or condition  relating to any
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto,  or any other event shall occur or condition exist, the effect
of which  default  or other  event or  condition  is to cause,  or to permit the
holder or holders or beneficiary or beneficiaries of such  Indebtedness to cause
with the giving of notice if required,  such Indebtedness to become due prior to
its stated  maturity;  or (j) the Company  shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver,  custodian,  trustee
or  liquidator  of itself or of all or a  substantial  part of its  property  or
assets,  (ii) make a general assignment for the benefit of its creditors,  (iii)
commence a voluntary  case under the United  States  Bankruptcy  Code (as now or
hereafter in effect) or under the comparable laws of any  jurisdiction  (foreign
or domestic),  (iv) file a petition seeking to take advantage of any bankruptcy,
insolvency,  moratorium,  reorganization  or other  similar  law  affecting  the
enforcement  of  creditors'  rights  generally,  (v) acquiesce in writing to any
petition filed against it in an involuntary case under United States  Bankruptcy
Code (as now or  hereafter  in  effect)  or  under  the  comparable  laws of any
jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding
down of its  operations or issue a press release  regarding  same, or (vii) take
any action under the laws of any jurisdiction (foreign or domestic) analogous to
any of the foregoing;  or (k) a proceeding or case shall be commenced in respect
of the Company,  without its  application or consent,  in any court of competent
jurisdiction,   seeking  (i)  the   liquidation,   reorganization,   moratorium,
dissolution,  winding up, or composition or readjustment of its debts,  (ii) the
appointment of a trustee, receiver,  custodian,  liquidator or the like of it or
of all or any substantial  part of its assets in connection with the liquidation
or dissolution of the Company or (iii) similar relief in respect of it under any
law providing for the relief of debtors,  and such  proceeding or case described
in clause (i),  (ii) or (iii) shall  continue  undismissed,  or unstayed  and in
effect,  for a period of thirty  (30)  days or any  order  for  relief  shall be
entered in an involuntary  case under United States  Bankruptcy  Code (as now or
hereafter in effect) or under the comparable laws of any  jurisdiction  (foreign
or domestic)  against the Company or action  under the laws of any  jurisdiction
(foreign or  domestic)  analogous  to any of the  foregoing  shall be taken with
respect to the Company and shall continue undismissed, or unstayed and in effect
for a period of thirty (30) days;  or (l) the failure of the Company to instruct
its transfer agent to remove any legends from shares of common stock eligible to
be  sold  under  Rule  144 of the  Securities  Act  and  issue  such  unlegended
certificates to the holder within five (5) business days of the holder's request
so long as the holder has  provided  reasonable  assurances  to the Company that
such shares of common stock can be sold pursuant to Rule 144; or (m) the failure
of the  Company  to pay  any  amounts  due to the  holder  herein  or any  other
Transaction Document within five (5) business days of the date such payments are
due and such default is not fully cured  within two (2) business  days after the
holder delivers written notice to the Company of the occurrence  thereof; or (n)
the occurrence of an Event of Default under the other debentures.


                                      F-30
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


7.       Convertible Note Payable (continued)
         ------------------------------------

9% Secured Convertible Debenture (continued)

If an Event of Default shall have occurred and shall be  continuing,  the holder
of this  debenture may at any time at its option,  (a) declare the entire unpaid
principal balance of this debenture,  together with all interest accrued hereon,
due and payable,  and thereupon,  the same shall be  accelerated  and so due and
payable,  without  presentment,  demand,  protest,  or notice,  all of which are
hereby  expressly   unconditionally  and  irrevocably  waived  by  the  Company;
provided,  however, that upon the occurrence of an Event of Default described in
(i) (j) or (k), above,  the outstanding  principal  balance and accrued interest
hereunder shall be  automatically  due and payable and (ii) (b)-(i),  demand the
prepayment  of this  debenture,  (b) demand  that the  principal  amount of this
debenture then  outstanding and all accrued and unpaid interest thereon shall be
converted into shares of common stock, or (c) exercise or otherwise  enforce any
one or more of the holder's rights, powers,  privileges,  remedies and interests
under this debenture,  the Purchase Agreement, the Registration Rights Agreement
or applicable law.

The Company has  evaluated the terms of the  debentures in accordance  with EITF
05-02  and  the   debenture  is  deemed   "non-conventional   convertible   debt
instruments" because the holder has the ability to require settlement in cash or
common  stock.  The Company  evaluated  the maximum  amount of liquated  damages
payable  in  cash  are  less  than  the  differential   between  registered  and
unregistered   common  stock.   Accordingly,   the  Warrants  (a   free-standing
instrument)     were     classified     as     equity    (a     component     of
Additional-Paid-in-Capital).  Additionally, the application of the provisions of
EITF 98-5,  "Accounting  for Convertible  Securities with Beneficial  Conversion
Features  or  Contingently   Adjustable  Conversion  Ratios,"  and  EITF  00-27,
"Application of Issue 98-5 to Certain Convertible  Instruments"  resulted in the
calculation of an embedded beneficial  conversion feature and "forced conversion
feature" in the  convertible  debentures,  which is required to be treated as an
additional discount to the convertible  debentures.  The value of the beneficial
conversion  feature was limited to the  relative  fair value of the  debentures,
accordingly  $100,000,  and will be amortized  to interest  over the life of the
debentures.


Common Stock Issuable Upon Conversion

If  the  aggregate  principal  amount  and  accrued  interest  owing  under  the
debentures is converted,  without  adjustment,  the Company will issue 1,333,333
shares.



8.       Related Party Transactions
         --------------------------

The  following  transactions  occurred  between the Company and certain  related
parties:

A.       Asia Pacific Ventures

Asia Pacific  Ventures (APV) is a company whose  headquarters  are in Hong Kong,
and its authorized  representative  is Wilfred Shaw, the current Chairman of the
Board of Directors of the Company.  Additionally,  APV is a shareholder  holding
greater than 10% of the outstanding common stock of the Company on a non-diluted
basis.  The Company has received  advances from APV, and these  advances bear an
interest rat of 12% per annum.


                                      F-31
<PAGE>

                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


8.       Related Party Transactions (continued)
         --------------------------------------

A.       Asia Pacific Ventures (continued)

During the year ended June 30, 2005,  APV  advanced  $218,100 to the Company and
the Company repaid all advances and accumulated  interest to APV during the year
ended June 30, 2006.


B.       Wilfred Shaw

The following  transactions took place between the Company and Wilfred Shaw, the
former CEO and current Chairman of the Board of Directors:

The Company has received  advances from Wilfred Shaw, and these advances bear an
interest rate of 12% per annum.

During  the year ended  June 30,  2005,  Wilfred  Shaw  advanced  $68,250 to the
Company,  and the Company  repaid all advances to Wilfred  Shaw.  As of June 30,
2005, Wilfred Shaw was owed $330 in interest related to these advances.

During  the year ended  June 30,  2006,  Wilfred  Shaw  advanced  $30,000 to the
Company, and the Company repaid all advances to Wilfred Shaw.

In July 2004, the Company issued a warrant  convertible into 1,400,000 shares of
its common stock at an exercise price of $1.30 to Wilfred Shaw. The  unexercised
warrant  expired on June 30,  2006.  Pursuant  to APB 21 and FIN 46, the Company
recorded no compensation expense as a result of this grant.


C.       Wing Yu

The following  transactions  took place between the Company and Wing Yu, the CEO
and current member on the Company's Board of Directors:

The Company  has  received  advances  from Wing Yu, and these  advances  bear no
interest.

During the year ended June 30, 2005, Wing Yu advanced $70,950 to the Company. As
of June 30, 2005,  Wing Yu was owed $4,184.  Additionally,  as of June 30, 2005,
the Company's Accounts Payable included $29,722 of expense reimbursements due to
Mr. Yu.

During the year ended June 30, 2006, Wing Yu advanced $59,500 to the Company. As
of June 30, 2006, Wing Yu was owed $617.


                                      F-32
<PAGE>


                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


8.       Related Party Transactions (continued)
         --------------------------------------

D.       Sharpmanagement.com, LLC

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract,  as amended effective January 1, 2005, the Company is required to
pay  $10,000  per month for each month that Mr.  Shaw  provides  services to the
Company as the Company's Chief Strategy Officer.  Mr. Wilfred Shaw is a majority
owner of  SharpManagement.com.  As of June  30,  2005,  SharpManagement  was due
$124,892.  On March 30,  2006,  the Company  paid  SharpManagement  $213,500 for
unpaid fees due through March 31, 2006. As of June 30, 2006, SharpManagement was
owed $28,427.


E.       Warrants

In June 2004,  the Company issued a warrant  convertible  into 382,000 shares of
its  common  stock at an  exercise  price of $0.75 to a member  of the  Board of
Directors.  The unexercised  warrant expired in June 2006. The Company  recorded
compensation expense of $286,500 as a result of this grant.



9.       Commitments and Contingencies
         -----------------------------

A.       Legal

The Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of  operations.  The Company is
not currently  aware of any formal legal  proceedings or claims that the Company
believes will have,  individually or in the aggregate, a material adverse effect
on the Company's financial position or results of operations.

Settlement

In August  2004,  the  Company  settled a dispute  with one of its  vendors  for
$25,000.  Accordingly,  the  Company  has  accrued  $25,000  as a result of this
settlement.


B.       Operating Leases

In June 2002, the Company's  principal  executive  offices  relocated to a 2,903
square  foot  facility  at 400 Oyster  Point  Boulevard,  Suite  435,  South San
Francisco,  CA 94080. The initial 38-month term of the lease expired on July 31,
2005.  The Company  continued  to lease the  facility  under  extensions  of the
original  agreement  through  August 19, 2006.  On August 19, 2006,  the Company
entered  into a new  commercial  lease  agreement  to rent 4,809  square feet of
office space at 101 Lincoln  Centre  Drive,  Suite 410,  San Mateo,  California,
94404.  The term of the lease is for 51  months.  During  the first year rent is
$11,061 per month which  increases to $12,071 in the last year of the term.  All
operations including system development,  control and maintenance were performed
at this facility.


                                      F-33
<PAGE>


                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2006


9.       Commitments and Contingencies (continued)
         -----------------------------------------

B.       Operating Leases (continued)

In December  2003,  the  Company  leased  office  space in New York City under a
short-term lease that expired on December 31, 2005,  which thereafter  converted
to a month to month tenancy. Effective February 28, 2006, the Company terminated
the lease,  and entered into a new lease for office space in White  Plains,  New
York with an initial three month term. On April 10, 2006, the Company negotiated
for a larger  space and  increased  the term  which will now expire on April 30,
2007. The monthly rent is $1,897.25, not inclusive of utilities and other fees.

On March 1, 2005 the  Company  signed a 13-month  lease,  terminable  at-will on
30-day  written  notice,  for an office space in  Shanghai,  China for which the
Company paid $85 per month plus  overhead  charges.  The Company  suspended  the
lease effective March 30, 2006.

For the years ended June 30, 2006 and 2005,  total rent  expense was $69,457 and
$61,293, respectively.

Future minimum obligations under operating leases are as follows:

            Year ended June 30,                 Total
            ------------------------------ ----------------
            2007                                   152,105
            2008                                   137,105
            2009                                   141,144
            2010                                   144,847
            2011                                    24,141
            Thereafter                                   -
                                           ----------------
                                                   599,342
                                           ================



10.      Subsequent Events
         -----------------

None.



                                      F-34