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, 2003

[ ] 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)

       400 Oyster Point Boulevard, Suite 435, So. San Francisco, CA 94080
        ----------------------------------------------------- ----------
               (Address of Principal Executive Offices) (Zip Code)

Issuer's telephone number (650) 837-9850

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)

  -----------------------------------------------------------------------------
                                (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  pursuant  to Item 405
Regulation  S-B is not  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 or any amendment to this Form 10-KSB. [ ]

         The issuer's revenues for its most recent fiscal year: $422,360.00
<PAGE>

         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 id and asked price of such common equity,
as of the a specified date within the past 60 days. (See definition of affiliate
in Rule 12b-2 of the Exchange Act.)

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABEL ONLY TO CORPORATE REISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,809,643.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c0 of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security  holders for fiscal year ended  December 24, 1990).  Part III
The Company's report on Form 8-K dated August 1, 2003: Items 6 and 7

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

                                     PART I

Item  1.  Description of Business

Business  Development
----------------------

FinancialContent,  Inc. ("FinancialContent" or the "Company"), formerly known as
Cosmoz.com,  Inc.  and  Cosmoz  Infrastructure  Solutions,  Inc.  is a  Delaware
corporation formed on October 15, 1996.

On   May   10,   2000,   we   incorporated   FinancialContent   Services,   Inc.
("FinancialContent   Services")  in  the  State  of  Delaware   under  the  name
FinancialContent.com,   Inc.   At   this   time,   Financial   Content   was  an
accelerator/incubator  that  developed and acquired  Internet  companies.  As an
accelerator/incubator,  the  Company  provided  strategic  consulting,  business
services and seed capital to emerging  companies that were  developing  Internet
web sites or  web-enabling  technologies.  We also  showcased  our  portfolio of
holdings through a consumer-friendly marketing portal.

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

On November 13, 2001, while still operating under the name Cosmoz Infrastructure
Solutions,  Inc.,  we did  the  following  four  things  to  reflect  our  total
commitment to building upon the successes of FinancialContent  Services:  (1) we
acquired the minority owned shares of our subsidiary  FinancialContent Services,
Inc.;  (2) we changed the name of the  Company to  FinancialContent,  Inc.  from
Cosmoz  Infrastructure  Solutions,  Inc.; (3) we changed our NASDAQ OTCBB symbol
from "CMOZ" to "FCON";  and (4) we reverse  split our common stock at a ratio of
one (1) for sixty (60).

Business of Issuer
-------------------

Through the auspices of our wholly owned subsidiary,  FinancialContent  Services
we provide a turnkey content management and delivery system that streamlines the
process of aggregating and integrating the content into any platform.  We assume
responsibility  for securing and arranging  content feeds.  We also take care of
the  normalization  of disparate  data formats into XML,  thereby  ensuring data
integrity.

We offer a suite of  financial  data and  tools  for  clients  seeking  speed of
deployment,  simplicity,  and reasonable  pricing.  The Company has dramatically
improved the process of integrating and  aggregating  financial data by reducing
implementation into a non-technical task. Through FinancialContent, clients have
access to the data within hours rather than weeks or months.

We facilitate the process by which clients  secure all the necessary  rights and
licenses  relating to the use of financial  data.  Clients have access to a wide
range of content  included  in the  standard  service as well as a wide range of
premium content  available a la carte. The product offering  currently  includes
stock quotes,  company  news,  SEC filings,  company  profiles,  economic  data,
import/export data, interest rates, treasury summaries, currency data, and more.

                                       1
<PAGE>

We also offer customization services and optimized deployment for customers with
an  existing  Internet,  intranet,  or legacy  infrastructure  and with  greater
security  and  bandwidth  needs.  Such  customization  services are offered on a
contract  basis  and  come  with the same  aggressive  implementation  schedule,
supporting documentation,  and reliable service. Customization services are also
handled  on  behalf of  resellers  and  enterprise  information  portal  service
providers.

Content currently available for deployment includes:

         o    Quotes and Charts
         o    Delayed stock quotes
         o    Stock charts (historical)
         o    Delayed SEC filings
         o    Company profiles
         o    Market snapshots
         o    Watch list
         o    International indices
         o    Regional indices
         o    Regional economic reports
         o    Portfolio manager
         o    Market movers
         o    Scrolling Ticker
         o    Symbol Lookup
         o    Company news
         o    Market commentary
         o    Top stories
         o    Scrolling news
         o    Investment glossary
         o    Market humor
         o    Market polls
         o    Calculators
         o    Discussion boards

Content  in the  development  pipeline  or  securable  through  content  sellers
includes:

         o    Real-time  stock quotes
         o    Filtered  news
         o    Real-time  SEC filings
         o    Technical  analysis  charts
         o    Advanced  company  profiles
         o    3rd party  research reports
         o    Earnings  and  estimates  schedule
         o    Insider  trading  information
         o    Currency conversion tables
         o    Government economic indicators
         o    Industry  news from over 5000  sources  categorized  into over 100
              categories

We offer our  product  line  through  a  Standard  Package,  an IR  Package  and
Individual  Solutions.  The  Standard  Package  consists of the 15 most  popular
content  modules.  The IR Package  provides  public  companies a  cost-effective
method  for  placing  investor  relations  content on their  website,  including
company  specific  stock  quotes,  SEC  filings and press  releases.  Individual
Solutions include upgrades to premium content,  and  customization  services and
optimized  deployment for clients with existing  Internet,  intranet,  or legacy
infrastructure, and with greater security and bandwidth needs.

                                       2
<PAGE>

We also  empower  clients  with an online  application  that truly  enables  the
customization of content.  Clients can select from a set of templates,  or build
custom  components  to  create  their  own  templates.   We  guarantee  standard
integration in under a week. Average deployment time for the current client base
is less than two business days.

Once the Client has  determined  the need for content,  engaging us generates an
instant  ROI given the fact that no time and  resources  are spent to secure the
content.  Furthermore,   instant  ROI  is  realized  through  the  reduction  or
elimination of support staff usually required to build and maintain the hardware
infrastructure.

From the client's perspective, the benefits of using our solution include:

         o     Usage-based pricing
         o     True "click-and-publish" customization capabilities
         o     Intuitive, seamless integration
         o     Fully-branded hosted solutions
         o     Reliable, scalable infrastructure
         o     Speed to market
         o     Outstanding customer support


The Technology:

The  FinancialContent  Services  platform  is  a  feature-rich,  highly-scalable
architecture  that empowers clients with granular  control over content,  layout
and  presentation  with changes updated in real-time.  Clients have access to an
online  toolkit with  control of both the  private-label  output and  JavaScript
modules that drive  traffic to the  private-label  output.  These modules can be
deployed  quickly  and  seamlessly  to match  the  "look and feel" of any web or
enterprise environment.

We aggregate  content from multiple  sources and  normalizes  the data into XML.
Using server-side  XSLT, the content is dynamically  parsed to meet the client's
layout and presentation requirements.

We essentially  package  financial data into discrete,  manageable,  interactive
content  modules  that are  delivered  through an automated  online  platform or
embedded into 3rd party  enterprise  environments.  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.

The online toolkits made available to clients subscribing to our service control
both the private-labeled  output and JavaScript content modules that link to the
private-labeled  page  through  our Studio 3.5  software  platform.  (The latest
version of our online  toolkit,  Studio 3.5 was  launched on August 26, 2003 and
replaced  version 3.0, which was first deployed in July 2002.) These modules can
be deployed  quickly and seamlessly to match the "look and feel" of the client's
website  or  enterprise  environment.  The  client  never  has  to  worry  about
administration or upkeep of the infrastructure  because  FinancialContent  hosts
both the content module and the private labeled page.

Studio 3.5 offers the following features:

         o     Enhanced granular customization over all visual and data elements
         o     Template driven customizable Private Label Pages
         o     Ability to manage multiple deployments or accounts
         o     Ability to save and edit multiple versions of your solution
         o     Extensible framework using industry standard XML and XSLT
         o     Java-based backend optimized for robust deployment
         o     Fully modular architecture
         o     Fully scalable to accommodate new or custom content
         o     Fastest and most reliable infrastructure on the market
         o     Charting capabilities
         o     Currency tools

                                       3
<PAGE>

The Infrastructure:

We maintain a robust and scalable  architecture to ensure 99.999% uptime against
full system failure.  The system is designed to be fault-tolerant with redundant
connections  to Internet  backbones.  Monitored  24/7,  it has been  designed to
provide clients with reliability and performance.

Customer Base:

We currently  deploy our private label solution across a client base of over 120
global companies  maintaining either online presence and/or intranet  platforms.
We sell our services  directly to  businesses  that in turn conduct  business as
retail financial channels,  subscription services, internal knowledge databases,
value-added  design services,  and investor  relations  packages.  Clients pay a
modest setup fee, followed by monthly  subscription fees based on usage. We have
maintained a 95% client  retention rate since our commercial  launch in February
2001.  FinancialContent  Services also assists clients with business development
opportunities,  such  as  introductions  to  sponsors  and  co-marketing  and/or
reselling of end applications and web destinations.

The client base represents a cross-section of many online businesses,  including
financial  services  providers,  and new  media  publishers.  We also  work with
clients to  re-package  its product into a bundle of services  specific to their
respective customers.

FinancialContent  Services  has a client  base of  approximately  175  companies
worldwide, Including the following notable companies:

         o     A.B. Watley - brokerage firm
         o     Bayer Corporation - international healthcare and chemicals group
         o     Black Enterprise - print media company and online community
         o     eMap - European publisher and media company
         o     Entrust Capital - investment bank
         o     Friedman Billings Ramsey (FBR)- investment bank
         o     Jackson State Bank - regional bank
         o     Market Wire (f.k.a. Internet Wire) - company news distributor
         o     San Francisco Chronicle - online and print media company
         o     TheSubway.com - investor website
         o     Transamerica Financial Institutions - financial services provider
         o     Wall Street Reporter - stock analysis company

Customer Service:

We  currently  maintain  a  support  staff  that is  available  24  hours a day

Growth Strategy:

Our objective is to be the industry's preferred integrator of financial data and
tools. Key elements of our strategy include:

         o    Targeting  Vertical  Markets.  We target  businesses in industries
              that require  robust  online market  analysis  tools and financial
              information  on  their  web  sites.  We have  developed  and  will
              continue   to  develop   content   packages   targeting   specific
              industries.  We focus our sales and marketing  efforts across many
              sectors,  including,  but not limited to,  traditional  and online
              brokerage firms,  commercial banks,  asset managers,  web portals,
              media companies,  electronic communication networks, and insurance
              companies.

                                       4
<PAGE>

         o    Developing  State-of-the-Art  Technology. We intend to continue to
              develop and market innovative products and services to attract and
              retain clients. We plan to migrate our JavaScript-based  editor to
              a pure  Java  version  to  ensure  compatibility  with the  latest
              browsers.  We also work on  developing  new  delivery  and caching
              systems to maximize the scalability  and  availability of the data
              delivery service.

         o    Pursuing Strategic  Alliances.  We intend to continue building our
              sales and marketing  efforts and  technology  development,  and to
              gain access to compelling content, applications and functionality,
              through   strategic   alliances.   We  consider   acquisitions  of
              businesses that can complement our products and services,  provide
              access to new markets, and increase profit margins.

Target Markets:

         o    Web Portal and New Media Companies. Internet portals and new media
              companies either create  proprietary  content or aggregate content
              from various sources to attract and retain visitors. Most of these
              sites include financial content as one of the key content elements
              included  for this  purpose.  Many of these sites prefer to have a
              solution that can be private labeled with relative ease.

         o    Enterprise    Information   Portals.    Major   corporations   are
              increasingly   using   intranet   software,    called   enterprise
              information  portals (EIPs),  to manage  widely-dispersed  content
              that is generated  internally or secured from 3rd party providers.
              EIPs are  designed  to  maintain  control,  ensure  security,  and
              improve   productivity  for  its  users.   EIPs  generally  target
              customers  in  specific  vertical  or  industry  niches,  such  as
              telecommunications   providers,   legal   firms,   and   insurance
              companies.  The financial content components are outsourced by the
              EIPs to companies like  FinancialContent  Services to leverage the
              company's expertise in financial data management.

         o    Financial Services Firms. Many financial services firms, including
              brokerages,  commercial  banks and credit  unions are beginning to
              offer full scope financial portals and brokerage  services.  Banks
              in  particular  are  developing   more   comprehensive   financial
              solutions for their  consumers and will expand their  offerings to
              include investment financial information and analytical tools. Our
              technology  is able to  accommodate  many of the smaller  boutique
              firms that do not necessarily  have a large technical  staff,  but
              seek depth of  content  in order to  compete  on an equal  footing
              against established, better-funded companies.

         o    Mutual  Funds/Asset  Management Firms.  These companies  typically
              have an established web presence and license specific applications
              and  functionality.  The business objective of these clients is to
              differentiate themselves with a more compelling user experience or
              by offering a more cost  effective data solution for its advisors.
              Our technology is able to accommodate many of the smaller boutique
              firms that do not necessarily  have a large technical  staff,  but
              seek depth of  content  in order to  compete  on an equal  footing
              against established, better-funded companies.

                                       5
<PAGE>

         o    Investor  Relations  Department  and  Firms.  Corporations  either
              maintain  their  own  corporate  investor  relations  webpages  or
              outsource  them to  investor  relations  firms in order to  foster
              positive investor  relations.  Typically,  these pages include the
              company's specific stock quote, fundamental data and access to SEC
              reports.  Our technology allows a nontechnical  investor relations
              assistant to maintain the company's  corporate website in a timely
              manner.

Content Partnerships:

We are engaged in a very  partnership-intensive  industry as  financial  data is
compiled from a multitude of sources.  These partners help add depth and breadth
to the  company's  product  offering,  and are  possible  opportunities  for the
company to become value-added resellers on behalf of these partners. Key content
partners  include  S&P  Comstock,  Briefing.com,  Internet  Wire,  PR  Newswire,
StreetInsider,  SSD Data  Service,  providing a range of content  that  includes
stock quotes,  news, company profiles,  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.

Strategic Partnerships:

We are  engaged  in  partnerships  that can  extend  the reach of our  products.
Partners,  such as enterprise  information portals,  provide a software platform
for the delivery of FinancialContent Services modules. These partners assume the
responsibility  of marketing and selling the modules allowing us to focus on the
development  and  delivery  of  the  modules.  All  strategic  partnerships  are
contractual and have varying costs,  duration, and revenue sharing arrangements.
Acquisition of new strategic partners is an ongoing business  development effort
for us.

Marketing:

We market our products through direct contact with webmasters, content managers,
and members of the press and Internet  media.  Since we get  exposure  simply by
being  deployed,  the  company  expects  viral and brand  marketing  to continue
contributing to the company's growth and acquisition of new customers.

We also  maintain a number of showcase  websites  for the purpose of  attracting
inbound  inquiries.  Potential  clients  and the  general  public may access the
websites  free of  charge.  We do not intend to invest  any  resources  into the
marketing  of these  websites.  The  websites  help  create  company  awareness,
generate  initial  client  contacts,  and are  expected to  continue  generating
inbound inquiries.

Product Development:

FinancialContent  Services is constantly  improving the depth and breadth of its
content offering and the capabilities of its toolkit.

         o    Development   Based  Upon  Client   Needs.   We   maintain   close
              relationships  with our clients to gain  feedback and to ascertain
              their needs. Requests made by existing clients receive the highest
              priority in the development process.

         o    Development Based upon Anticipated Market Needs.  FinancialContent
              Services anticipates market needs by staying current with industry
              news and  trends,  and  identifying  features  that are offered by
              competing companies.

                                       6
<PAGE>

         o    Development  Based Upon Sheer  Innovation.  We continue to improve
              our online toolkit, which sets our offerings apart from all of our
              competitors.  We offer the  industry's  most powerful  integration
              tool for webmasters that  incorporate  the latest  recommendations
              drawn from independent research and user tests.

FinancialContent  currently  employs nine full time  employees and two part time
employees.

Item  2. Description of Property

In June 2002, we relocated the Company's  principal executive offices to a 2,903
square  foot  office  at 400  Oyster  Point  Boulevard,  Suite  435,  South  San
Francisco,  CA 94080.  The Company  leases the space under a 38-month  agreement
that terminates on July 31, 2005. All operations,  including system development,
control,  and maintenance are now performed at this office.  Our current rent is
$4,648.79 per month.

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  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.

On August 26, 2001, the Investment Agreement ("Investment Agreement") we entered
into with Swartz Private Equity, LLC ("Swartz")  automatically  terminated under
its own terms because no  registration  statement  had been  declared  effective
within one year after the parties  executed  the  Investment  Agreement.  Swartz
contacted the Company on July 28, 2003,  and Swartz  claimed that the Company is
theoretically  liable to Swartz for the following:  cash  termination  fee; late
registration  and use fees; and an additional  warrant related to  anti-dilution
provisions.  The Company is in the process of achieving a settlement with Swartz
regarding this matter,  and expects that the settlement amount would be for less
than their claims.  The Company intends to negotiate terms that are agreeable to
each party to resolve  this  matter,  and the  Company  has sought the advice of
outside  counsel  regarding  Swartz's  claims.  We have  recorded  a reserve  of
$100,000.00  for these potential  damages based on probable  outcomes to resolve
this matter.

On August 28, 2003 we settled our dispute with Rubenstein Public Relations, Inc.
("Rubenstein") by paying Rubenstein  $25,000.00.  In August 2001, we had entered
into an agreement with  Rubenstein for investor and public  relations  services.
Subsequently,  a dispute arose between us and Rubenstein relating to unpaid fees
allegedly  owed by us to  Rubenstein,  and the  value of  services  provided  by
Rubenstein to us. In a lawsuit  filed on May 19, 2003,  and served on us on July
31, 2003, Rubenstein claimed we owed them $47,076 under the agreement.

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

None.

                                       7
<PAGE>

                                     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 2002                   LOW   HIGH
                                              ===== =====
Quarter Ending September 30, 2001             .60   1.80
===========================================   ===   ====
Quarter Ending December 31, 2001              .20   1.20
-------------------------------------------   ---   ----
Quarter Ending March 31, 2002                 .25    .65
-------------------------------------------   ---   ----
Quarter Ending June 30, 2002                  .30    .35
-------------------------------------------   ---   ----

Fiscal Year Ending June 2003                  LOW   HIGH
                                              ===   ====
Quarter Ending September 30, 2002             .21    .45
===========================================   ===   ====
Quarter Ending December 31, 2002              .19   1.01
-------------------------------------------   ---   ----
Quarter Ending March 31, 2003                 .30    .90
-------------------------------------------   ---   ----
Quarter Ending June 30, 2003                  .27    .55
-------------------------------------------   ---   ----
(All low and high prices  quoted  adjusted for one for sixty reverse stock split
effective November 13, 2001.)

As of June 30, 2003,  there were  approximately  211  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.
<TABLE>
<CAPTION>
Equity Compensation Plan Information.

------------------------------------------------------------------------------------------------------------------------------------
                             Number of Securities to be             Weighted Average exercise           Number of securities
                             issued based upon exercise of          price of outstanding                remaining available for
                             outstanding options,                   options, warrants and               future issuance under
 Plan Category               warrants and rights                    rights (excluding                   equity compensation plans
                                                                    securities reflected in
                                                                    column (a))
                                        (a)                                   (b)                                  (c)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                      <C>                                <C>
Equity compensation plans
approved by security holders             --                                    --                                     --
------------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security
holders                             5,000,000                                 n/a                                2,802,319
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       8
<PAGE>

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.

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

During the fiscal year ended June 30, 2003, 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 and Regulation
S as follows:  35,000 shares of our common stock were issued for $5,740.00;  (2)
300,000 shares of our common stock were issued for $49,200.00; and (3) 1,036,584
shares of our common stock were issued as consideration for services provided by
SharpManagement,  LLC  valued at  $165,000.00.  (4) We also  issued a warrant to
purchase up to 100,000  shares of our common stock for a total purchase price of
$30,000.00 exercisable for one year for advisory services.

During the fiscal year ended June 30, 2002, the Company issued  securities using
the exceptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933 and Regulation
S as follows:  (1) 1,275,463 shares of common stock were issued for $100,000.00;
(2) 250,000 shares of our common stock were issued for $25,000.00; (3) 2,197,681
shares of our common  stock were  issued  pursuant  to  FinancialContent's  2002
Employee and Officer  Retention and Recognition Plan valued at $518,170.00;  (4)
125,000 shares of our common stock were issued for other compensation  valued at
$31,250.00; and (5) 71,429 shares or our common stock were issued for consulting
services valued at $28,572.00.  (6) We also issued warrants to purchase  400,000
shares of our common stock for a total purchase price of $100,500.00 exercisable
for two years for consulting and professional services. (7) We converted $75,000
in notes payable into 750,000 restricted shares of common stock.

During the fiscal year ended June 30, 2001, the Company issued  securities using
the exceptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the  Securities  Act of 1933: (1) 250,000
shares of common stock were issued as  consideration  for  services  provided by
SharpManagement,  LLC valued at  $360,000.00;  and (2)  16,667  shares of common
stock were  issued  for sales  services  valued at  $60,000.00  which  shares we
subsequently cancelled.

(Number of shares  issued  above is  adjusted  for 1 for 60 reverse  stock split
effective November 13, 2001.)

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

We operate in a rapidly  changing  environment  that involves a number of risks,
some of  which  are  beyond  our  control.  Forward-looking  statements  in this
document  and those made from time to time by us are made  pursuant  to the safe
harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Forward-looking  statements  concerning the expected future revenues or earnings
or concerning projected plans, performance, product development, product release
or product shipment, as well as other estimates related to future operations are
necessarily  only estimates of future results and there can be no assurance that
actual results will not materially differ from  expectations.  As a result,  the
actual results may differ materially from those projected in the forward-looking
statements.

Results of Operations

For an  overview  of the  Company  and its  operations,  please see the  section
entitled "Description of Business" in Part 1.

                                       9
<PAGE>

Intangible assets impairment  recognized as a result of our financial  condition
and  operating  results.  During the year ended June 30,  2002,  we  recorded an
intangible   asset  write  down  of  $70,826  of   primarily   goodwill,   which
substantially  reduced  all  remaining  goodwill  associated  with our  internal
properties (BuckInvestor,  MB Technologies,  iTrack and StreetIQ). We determined
the  goodwill of these  properties  to be  impaired  based on our  inability  to
generate future operating income from these properties. Furthermore, anticipated
future cash flows indicate that the recoverability of goodwill is not reasonably
assured.  Prior to  December  2000,  goodwill  was  being  amortized  using  the
straight-line  method over seven  years.  The  write-down  of goodwill and other
intangible  assets, in the amount of $70,826 for the year ended June 30, 2002 is
included as a separate  component  of  operating  expenses  and as a  cumulative
change in  accounting  principle.  Effective  July 1, 2001,  we adopted SFAS 142
("Goodwill and Other Intangible Assets"). We have set our measurement date to be
April 1st for calculating intangible asset impairment.

We have  incurred net losses and negative  cash flows from  operations.  For the
year ended June 30, 2003, we had a net loss of $1,156,862.  However, barring any
unforeseen events or expenses, we believe that increasing revenues due primarily
from the CNET  Network,  Inc.  Private  Wire clients we acquired on July 18, 200
will make us cash flow positive on an operational basis commencing at the end of
our first fiscal quarter and through the remainder of our fiscal year.

Results of Operations for the fiscal years ended June 30, 2003 and 2002

Revenues increased from  approximately  $290,000 in the year ended June 30, 2002
to  $422,360 in the year ended June 30,  2003.  In the years ended June 30, 2002
and 2003,  all our income  was from  subscription  based fees and  customization
charges.   We  recognize   income  from   FinancialContent   Service's   monthly
subscription based fees and related customization charges upon collection.

Cost of revenues.  Cost of revenues  increased to  approximately  $37,000 in the
year ended  June 30,  2003 from  $23,000  in the year  ended June 30,  2002 as a
result of an increase  in our  website  expenses  resulting  from the  increased
demand for our subscription service.

Sales and marketing. Sales and marketing expenses decreased to $500 for the year
ended June 30, 2003 from approximately $28,000 for the year ended June 30, 2002.
The primary  reason for the decrease is that all marketing and sales efforts are
done  in-house and rely on viral  marketing  and are strong web presence to gain
new clients.  We anticipate our sales and marketing  expenses to increase in the
future as we intend to launch a more aggressive marketing and sales campaign.

Product  development.  Product  development  expenses increased to approximately
$204,000 for the year ended June 30, 2003 from  approximately  $100 for the year
ended  June 30,  2002.  The  increase  was  solely the result of the hiring of a
consultant who assisted the Company in exploring new business opportunities.

Business  development.  Overall business development expenses decreased slightly
to  approximately  $99,000 for the year ended June 30,  2003 from  approximately
$103,000  for the year ended June 30,  2002.  Though our  website  content  fees
decreased by approximately $43,000 between the two periods, our Internet hosting
connection  increased  by  approximately  $20,000.  We  anticipate  our Internet
hosting fee to increase only  slightly  over the next fiscal year.  Though we've
made  arrangements with our key content providers to control our content fees in
the future, we anticipate the acquisition cost of website content to increase to
meet our client demands for more original  content and as data providers look to
create new revenue streams by charging fees to redistributors like us.

                                       10
<PAGE>

General  and  administrative.  General  and  administrative  expenses  decreased
slightly  to  approximately  $1,000,000  for the year ended  June 30,  2003 from
approximately  $1,060,000  for the year ended June 30, 2002. We anticipate  with
future growth of our business general and administrative expenses will increase.

Depreciation and amortization.  Depreciation and amortization expenses decreased
to  approximately  $13,000 for the year ended June 30,  2003 from  approximately
$29,000  for the year ended  June 30,  2002.  Property  and  equipment  is being
depreciated  over the  estimated  useful life of the related  assets,  generally
three to seven years using the straight-line method.

Other  income  (loss).  Net other loss was  approximately  $223,000 for the year
ended June 30,  2003 as compared to net other loss of $45,000 for the year ended
June 30, 2002.  The increase in loss resulted from the downward  revaluation  of
our  investment in Ridgewood  Capital  Venture  Partners Fund 1by  approximately
$157,000.

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, 2003,
we  had   approximately   $9,000  of  cash,  cash   equivalents  and  short-term
investments,  and working  capital  deficit of $1,395,902.  The working  capital
deficit  increased from  $1,096,334 from the previous fiscal year as a result of
the increase of notes  payable to related  parties,  the increase of payroll and
taxes payable,  the increase of the reserve for the termination of an investment
agreement,  the  increase in  accounts  payable  and  accrued  interest,  less a
decrease in management fees due a related party.

Net cash used in  operating  activities  was $89,640 for the year ended June 30,
2003 compared to $396,780 for the year ended June 30, 2002. The cash used during
these periods was attributable to net operating losses of $1,156,862 in 2003 and
net  operating  losses  of  $1,072,306  in  2002.  Net  cash  used in  operating
activities for the year ended June 30, 2003 of $89,640  resulted from net losses
offset by an  increase of  compensation  expense on  warrants  granted,  loss on
investments, payroll and taxes payable, and accrued liabilities.

Net cash  used in  operating  activities  for the year  ended  June 30,  2002 of
$396,780 resulted from net losses, the decrease in accounts payable and accounts
receivable and an increase in prepaid expenses.  These amounts were offset by an
increase of compensation  expense on warrants granted,  issuance of common stock
for  services,  payroll  and taxes  payable,  accrued  liabilities,  and accrued
expenses.   Losses  in  2003  and  2002  principally   related  to  general  and
administrative expenses.

For the year ended June 30, 2003,  we generated  net cash  provided by financing
activities  of $97,981.  For the year ended June 30, 2002, we generated net cash
provided by financing  activities  of  $391,512.  We  generated  cash  primarily
through the sale of our common stock.

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  have leveled off and will begin to
increase in the  foreseeable  future  consistent  with the future  growth of our
businesses.  Our continued  existence is dependent  upon our ability to increase
operating  revenues and/or raise additional equity and/ or financing to grow our
business.  If  additional  funds  are  raised  through  the  issuance  of equity
securities or through convertible notes,  dilution to existing shareholders will
result.

                                       11
<PAGE>

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
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,  profitability
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. However, consistent with our belief that by increasing our cash
flow we can  improve  our ability to raise  additional  capital,  since June 30,
2003,  we have  raised  $361,674  through  the sale of our Series B  convertible
preferred and we are currently  raising  additional funds pursuant to a Series C
round under which we have received  signed  subscription  agreements to purchase
$438,499 of our Series C convertible preferred shares.

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.

We  have  adopted  controls  and  other  procedures   designed  to  ensure  that
information  required to be  disclosed by the issuer in the reports that we file
or submit under the Act is recorded, processed,  summarized and reported, within
the time periods specified in the Commission's rules and forms. These disclosure
controls and procedures  include,  without  limitation,  controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated  and  communicated
to the  issuer's  management,  including  its  principal  executive  officer  or
officers and  principal  financial  officer or officers,  or persons  performing
similar functions,  as appropriate to allow timely decisions  regarding required
disclosure.

                                    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               33       Chairman and CSO                  1996
Owen M. Naccarato          54       Director                          1999
Wing Yu                    34       Director and CEO                  2000
Gregg Fidan                27       Director and V.P. Bus. Dev.       2001
Dave Neville               40       President and General Counsel     2001

                                       12
<PAGE>

Wilfred   Shaw  is   currently   Chairman   and  Chief   Strategy   Officer   of
Financialcontent,  Inc.  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, 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.  Shaw has served on the Boards of  Advisors of several
private  investment  and  technology  companies  and is the lead  consultant  to
numerous  technology  startups.  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 under
which we pay  SharpManagement  $5,000.00 per month for Mr. Shaw's services.  Mr.
Shaw owns SharpManagement.com, LLC.

Wing Yu is currently the CEO and one of four directors of FinancialContent, Inc.
Prior to this position, Yu was the COO of Cosmoz Infrastructure  Solutions, Inc.
He has also held a variety of other senior  positions  within Cosmoz,  including
the Vice President of Web Development,  before taking charge of Cosmoz. Prior to
joining  the  financial  data  and  technology  industry,  Yu  spent  his  early
professional  career  within the  educational  field  working as an educator,  a
freelance Apple Macintosh developer for 6 year and developed various websites as
a freelance web developer. He also worked for Ticketmaster CitySearch.com,  Inc.
coordinating  online  advertising.  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 $72,000.00.

Mr. Naccarato,  our outside Board member, 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.  We granted Mr. Naccarato a warrant to purchase up to 200,000 shares
at $0.25 per share in March of 2002.

Mr. Fidan,  is a Board member and the Vice President of Product  Development for
FinancialContent.  He was previously the founder of BuckInvestor, Inc, a leading
investment  information  portal  for  long-term  investors,  which  company  was
acquired in 1999. Prior to this, 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.  Mr.  Fidan's
annual salary is currently $43,750.00, plus commissions.

Mr. 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, human resources 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
$72,000.00.

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

                                       13
<PAGE>

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.

To the Company's knowledge, the following officers, directors and 10% beneficial
owners failed to file on a timely basis the forms  required under Section 16(a);
Dave  Neville  failed to file 2 timely  reports;  Gregg  Fidan  failed to file 2
timely reports, Wing Yu failed to file 2 timely reports,  Wilfred Shaw failed to
file 2 timely reports, and Mark Dierolf failed to file two timely reports. These
reports  relate to the granting of stock under the  Company's  2002 Employee and
Officer Retention and Recognition Plan. Asia Pacific Ventures has failed to file
four timely reports.

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, 2002 and 2001,  respectively,  to the Company's  Chief  Executive
Officer, Vice President, and Chief Strategy Officer during such period.
<TABLE>
<CAPTION>

                                                 Summary Compensation Table

Summary Compensation Table
Executive  Compensation:
-----------------------------------------------------------------------
Annual Compensation                                                       Long-term Compensation
                                                                          Awards                     Payouts
--------------------------------------------- -------------------------   -------------------------- --------------------
Name and principal    Year     Salary       Bonus      Other annual       Restricted      SARs       LTIP       All other
position                                               compensation       stock awards               payouts    comp.
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
<S>                   <C>      <C>          <C>        <C>                <C>             <C>        <C>        <C>
Wing Yu, CEO          2003     $72,000      0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wing Yu, CEO          2002     $72,000      0          0                  $103,506        0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wing Yu, COO/CEO      2001     $120,000     0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Gurkan Fidan, VP      2003     $43,750      0          $3,961             0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Gurkan Fidan, VP      2002     $43,750      0          0                  $62,461         0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Gurkan Fidan, VP      2001     $8,000       0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wilfred Shaw, CSO     2003     $60,000      0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wilfred Shaw, CSO     2002     $63,600      0          0                  $232,212        0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wilfred Shaw, CEO/CSO 2001     $63,600      0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Dave Neville, Pres/GC 2003     $72,000      0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Dave Neville, GC      2002     $72,000      0          0                  $38,902         0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Dave Neville, GC 2001 2001     $72,000      0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
</TABLE>

                                       14
<PAGE>

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

Wilfred   Shaw:   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 the Company is required to pay an initial
payment of  $180,000  and a payment of $15,000 per month for each month that Mr.
Shaw provides services to the Company.  SharpManagement is 100% owned by Wilfred
Shaw.  The Company issued  15,000,000  shares of its common stock as payment for
management  services  provided to the Company,  which were valued at $360,000 to
pay for  services  provided  through  December  31,  2000.  The  Company  issued
1,036,584 shares of its common stock as payment for management services provided
to the Company,  which were valued at $165,000 to pay for services provided from
January 1, 2001  through  March 31,  2003.  The Company  renewed the  consulting
contract  with  SharpManagement,  LLC at a reduced  fee of  $5,000.00  per month
commencing on April 1, 2001.  Mr. Shaw has not received any  compensation  under
this agreement for the last two fiscal years.  Under a separate  agreement,  the
Company pays Mr. Shaw $3,600.00 annually.

Wing Yu: Wing Yu, a director, was promoted to chief operating officer on May 11,
2000.  He  originally  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, concurrently promoted to
Chief Executive Officer.

Gregg Fidan:  Gregg Fidan  joined the Company  during the fiscal year ended June
30, 1999 upon our  acquisition  of Buck  Investor,  Inc. He  initially  earned a
salary  of  $100,000  per year  under a  signed  employment  agreement  with the
Company.  During the fiscal year ended June 30, 2000, he became the president of
FinancialContent.com,  Inc.  and was paid  $1,000 per month.  In the fiscal year
ended  June  30,   2001,   and  after  he  sold  his   ownership   interest   in
FinancialContent.com,  Inc to the  Company,  he  began  receiving  a  salary  of
$43,750.00 annually.

Dave  Neville:  Dave Neville was  promoted to general  counsel of the Company in
December  2000.  In February  2003, he also became the President of the Company.
Over the last three fiscal years,  Mr.  Neville has received a salary of $72,000
annually under a written employment agreement.

Compensation  of  Directors:

Directors  receive no remuneration for their services as directors at this time.
In March 2002, we issued a warrant to purchase 200,000 shares of common stock at
an exercise price of $0.25 per share to Mr.  Naccarato.  The 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, 2003 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.

                                       15
<PAGE>

Title of Class    Name and Address            Shares Beneficially   Percent (2)
of Class (1)                                  Owned (1)
--------------------------------------------------------------------------------
Class A Common    Wing Yu                             426,942             4.63%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Wilfred Shaw(3)                   2,229,765            24.75%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Asian Pacific Ventures            1,066,667            11.84%
                  Suite 13, 16th Floor
                  Kinwick Center,
                  32 Hollywood Road
                  Central Hong Kong, H.K.
--------------------------------------------------------------------------------
Class A Common    Times Square Int'l Limited          518,292             5.75%
                  145 Traders Blvd, E., #40
                  Mississauga, Ontario
                  Canada L4Z 3L3
--------------------------------------------------------------------------------
Class A Common    Tupelo Investments Limited          518,292             5.75%
                  P.O. Box 107 Oceanic House
                  Grand Turk
                  Turk & Caicos Islands
-------------------------------------------------------------------------------
Class A Common    Gregg Fidan                         838,557             9.31%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Dave Neville                        155,609             1.73%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common(4) Owen Naccarato                      200,000             2.21%
                  77 Eagle Creek
                  Irvine, CA 92618
--------------------------------------------------------------------------------
Class A Common    Mark Dierolf                        553,675             6.15%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Officers and Directors            4,394,547(3)         48.77%
                  as a Group ( persons)
--------------------------------------------------------------------------------
(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.  Each  beneficial  owner's  percentage
ownership is  determined  by assuming  that options or warrants 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 voting and investment  power with respect to all
shares of common stock  beneficially  owned by them.
(2) These percentages are based upon 9,009,643 calculated as follows:  8,809,643
shares of our common stock  outstanding  as of October 8, 2003 on a  non-diluted
basis,  plus 200,000 shares  issuable upon the exercise of the warrant issued to
Owen Naccarato as described in footnote 4, below.

                                       16
<PAGE>

(3) Does not  include  shares  beneficially  owned by Asia  Pacific  Venture,  a
related party to Wilfred Shaw.  (4)  Represents a warrant to purchase  shares of
our common stock at $0.25 per share.

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  was  formerly  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  and  whose  current  authorized  representative  is a family  member of
Wilfred Shaw.  Over the course of the fiscal years ended June 30, 2002 and 2003,
APV has loaned the Company  $317,567  inclusive of accrued interest through June
30, 2003, which interest accrues at 12% per annum.  Also, during the fiscal year
ended June 30, 2002,  pursuant to the terms of a convertible  note issued to APV
in exchange for an  investment  of $75,000,  APV converted the note into 750,000
shares of the company's  common stock.  In October 2001,  APV purchased  250,000
shares of common stock for $25,000.

B.    Wilfred Shaw

Wilfred Shaw is the Company's  chairman of the board and former CEO. On July 31,
2001, the Company  entered into a securities  purchase  agreement with Mr. Shaw,
pursuant to which he purchased  1,275,469  shares of Common Stock for a $100,000
cash investment.

C.    SharpManagement, LLC.

The   Company   has   a   consulting   contract   with   SharpManagement,    LLC
("SharpManagement")  to secure the services of Wilfred Shaw. Wilfred Shaw is the
sole managing member of  SharpManagement.  In consideration for the satisfaction
of $165,000 owed to  SharpManagement  for services provided by Wilfred Shaw from
January  1,  2001   through   March  31,  2003,   the  Company   agreed  to  pay
SharpManagement  1,036,584 shares of the Company's common stock valued at $0.159
per share. The Company was instructed by SharpManagment to issue 518,292 to both
Tupelo Investments Limited and Times Square International Limited.

E.   Notes Payable to Shareholders

In 2001, Tupelo advanced to the Company $63,517.  This note is due on demand and
bears an annual interest rate of 12%.

Item  13.  Exhibits and Reports on Form 8-K

Exhibits

      (2)         2.1. Agreement and Plan of Reorganization  between Cosmoz.com,
                  Inc. and Ivory Acquisition  Corporation dated January 5, 2000.
                  Certificate of Ownership and Merger Merging Ivory  Acquisition
                  Corporation  into  Cosmoz.com,  Inc.  (Previously  filed as an
                  exhibit to the Company's Form 8-K/A, file no.:  000-28377,  on
                  March 10, 2000, and incorporated herein by reference.)

      (3)        3.1. Articles of Incorporation of Cosmoz.com,  Inc. (Previously
                 filed as an  exhibit to the  Company's  Form  8-K/A,  file no.:
                 000-28377,  on March  10,  2000,  and  incorporated  herein  by
                 reference.)

                                       17
<PAGE>

                 3.2.  By-Laws  of  Cosmoz.com,  Inc.  (Previously filed  as an
                 exhibit to the Company's Form 8- K/A, file no.:  000-28377, on
                 March 10, 2000, and incorporated herein by reference.)

                 3.3. Certificate of Amendment of Certificate of  Incorporation
                 of Cosmoz.com,  Inc., (Previously  filed, as an exhibit to the
                 Company's Form 10-KSB, file no. 000-28377, on October 28, 2001
                 and incorporated herein by reference.)

                 3.4. Certificate of Amendment of Certificate of  Incorporation
                 of Cosmoz Infrastructure Solutions, Inc., (Previously filed as
                 an exhibit to the Company's Form 10-QSB, file no.: 000- 28377,
                 on December 19, 2001, and incorporated herein by reference.)

      (4)        4.1  Certificate of  Designation,  Series A  Preferred  Stock,
                 attached hereto.

                 4.2  Certificate  of  Designation,  Series B Preferred  Stock,
                 attached hereto.

     (10)        10.1.  Cosmoz.com,  Inc.  1999 Stock option plan.  (Previously
                 filed as an exhibit  to the  Company's  Form  10-Q,  file no.:
                 000-28377, on May 15, 2000, and incorporated herein by
                 reference.)

                 10.2. Owen Naccarato Director's Agreement. (Previously filed as
                 an exhibit to the Company's Form 10-Q, file no.: 000-28377,  on
                 May 15, 2000, and incorporated herein by reference.)

                 10.3.  Management and Consulting  Agreement between the Company
                 and  SharpManagement,  LLC.  (Previously filed as an exhibit to
                 the Company's Form S-1, file no. 333-44406, on August 24, 2000,
                 and incorporated herein by reference.)

                 10.4.  Investment  Agreement  between  the  Company  and Swartz
                 Private  Equity,  LLC.  (Previously  filed as an exhibit to the
                 Company's Form S-1, file no. 333-44406, on August 24, 2000, and
                 incorporated herein by reference.)

                 10.5 Warrant to Purchase Our Common Stock Issued in  connection
                 with the Investment  Agreement  between the Company and Swartz.
                 (Previously filed as an exhibit to the Company's Form S-1, file
                 no. 333-44406,  on August 24, 2000, and incorporated  herein by
                 reference.)

                 10.6  Registration  Rights  Agreement issued in connection with
                 the  Investment   Agreement  between  the  Company  and  Swartz
                 (Previously filed as an exhibit to the Company's Form S-1, file
                 no. 333-44406,  on August 24, 2000, and incorporated  herein by
                 reference.)

                 10.7  Warrant  Side   Agreement   Issued  in  connection   with
                 Investment   Agreement   between   the   Company   and  Swartz.
                 (Previously filed as an exhibit to the Company's Form S-1, file
                 no. 333-44406,  on August 24, 2000, and incorporated  herein by
                 reference.)

                 10.8 Commitment  Warrant to purchase our common stock issued in
                 connection  with Investment  Agreement  between the Company and
                 Swartz.  (Previously  filed as an exhibit to the Company's Form
                 S-1, file no.  333-44406,  on August 24, 2000, and incorporated
                 herein by reference.)

                                       18
<PAGE>

                 10.9 Addendum to Management  and Consulting  Agreement  between
                 the Company and  SharpManagement,  LLC. (Previously filed as an
                 exhibit to the Company's Form 10-KSB,  file no.  000-28377,  on
                 September 28, 2001, and incorporated herein by reference.)

                 10.10.  Information  Statement  Pursuant 14c of the  Securities
                 Exchange  Act of 1934  (Previously  filed as an  exhibit to the
                 Company's  Form  10-QSB,  file no.  000-28377,  on February 19,
                 2002, and incorporated herein by reference.)

                 10.11.  Promissory  Note  dated  October  1, 2001  between  the
                 Company  and  Asia  Pacific  Ventures  (Previously  filed as an
                 exhibit to the Company's Form 10-QSB,  file no.  000-28377,  on
                 February 19, 2002, and incorporated herein by reference.)

                 10.12.  Promissory  Note dated  October  29,  2001  between the
                 Company  and Asia  Pacific  Ventures.  (Previously  filed as an
                 exhibit to the Company's Form 10-QSB,  file no.  000-28377,  on
                 February 19, 2002, and incorporated herein by reference.)

                 10.13.  Subscription  Agreement dated November 23, 2001 between
                 the Company and Asia Pacific Ventures.  (Previously filed as an
                 exhibit to the Company's Form 10-QSB,  file no. 000- 28377,  on
                 February 19, 2002, and incorporated herein by reference.)

                 10.14.  Subscription  Agreement dated November 26, 2001 between
                 the Company and Gurkan Fidan.  (Previously  filed as an exhibit
                 to the Company's  Form 10-QSB,  file no.  000-28377 on February
                 19, 2002, and incorporated herein by reference.)

                 10.15.  Subscription  Agreement dated November 26, 2001 between
                 the Company and Mark Dierolf.  (Previously  filed as an exhibit
                 to the Company's Form 10-QSB,  file no. 000-28377,  on February
                 9, 2002 and incorporated herein by reference.)

                 10.16.   Note  and  Security   Agreement   dated  December  13,
                 2001between the Company and Asia Pacific Ventures.  (Previously
                 filed as an  exhibit to the  Company's  Form  10-QSB,  file no.
                 000-28377,  on February  9, 2002,  and  incorporated  herein by
                 reference.)

                 10.17.  Promissory  Note dated  December  30,  2001between  the
                 Company  and Asia  Pacific  Ventures.  (Previously  filed as an
                 exhibit to the Company's Form 10-QSB,  file no. 000- 28377,  on
                 February 9, 2002, and incorporated herein by reference.)

                 10.18 2002 Employee and Officer Retention and Recognition Plan.
                 (Previously  filed as an exhibit to the Company's  Form 10-QSB,
                 file no.  000-28377,  on  February  9, 2002,  and  incorporated
                 herein by reference.)

                 10.19.  Convertible  Promissory  Note dated  January 31,  2002,
                 between  the  Company and Asia  Pacific  Ventures.  (Previously
                 filed as an exhibit to the Company's Form 10-QSB, file no. 000-
                 28377, on May 15, 2002, and incorporated herein by reference.)

                 10.20. Promissory Note dated April 30, 2002 between the Company
                 and Asia Pacific  Ventures.  (Previously filed as an exhibit to
                 the  Company's  Form  10-QSB,  file no. 000- 28377,  on May 15,
                 2002, and incorporated herein by reference.)

                                       19
<PAGE>

                 10.21  Form of Warrant  Issued to Larry  Tint  dated  March 12,
                 2002.  (Previously  filed as an exhibit to the  Company's  Form
                 10-QSB,  file no. 000-28377,  on May 15, 2002, and incorporated
                 herein by reference.)

                 10.22 Form of Warrant Issued to Owen Naccarato  dated March 12,
                 2002.  (Previously  filed as An exhibit to the  Company's  Form
                 10-QSB,  file no. 000-28377,  on May 15, 2002, and incorporated
                 herein by reference.)

                 10.23  Employment  agreement  of Wing Yu dated  July 30,  2001.
                 (Previously filed as an exhibit to the Company's Form 10-KSB/A,
                 file no. 000-28377, on August 15, 2003, and incorporated herein
                 by reference.)

                 10.24 Addendum to Management and Consulting  Agreement  between
                 the  Company  and  SharpManagement,  LLC,  dated May 28,  2002.
                 (Previously filed as an exhibit to the Company's Form 10-KSB/A,
                 file no. 000-28377, on August 15, 2003, and incorporated herein
                 by reference.)

                 10.25  Promissory  Note dated  September  3, 2002  between  the
                 Company  and Wing Yu  (Previously  filed as an  exhibit  to the
                 Company's  Form  10-QSB,  file no.  000-28377,  on November 19,
                 2003, and incorporated herein by reference.)

                 10.26 Convertible  Promissory Note between the Company and Asia
                 Pacific Ventures dated September 5, 2002.  (Previously filed as
                 an exhibit to the Company's Form 10-QSB, file no. 000-28377, on
                 November 19, 2003, and incorporated herein by reference.)

                 10.27.  Stock and Warrant  Purchase  Agreement  dated September
                 12th,  2002  between the Company and  Stamford  Financial  Ltd.
                 (Previously  filed as an exhibit to the Company's  Form 10-QSB,
                 file no.  000-28377,  on February  18, 2003,  and  incorporated
                 herein by reference.)

                 10.28.  Promissory  note dated  October  10,  2202  between the
                 Company  and Asia  Pacific  Ventures.  (Previously  filed as an
                 exhibit to the Company's Form 10-QSB,  file no.  000-28377,  on
                 February 18, 2003, and incorporated herein by reference.)

                 10.29.  Promissory  Note dated  November  6, 2002  between  the
                 Company  and Asia  Pacific  Ventures.  (Previously  filed as an
                 exhibit to the Company's Form 10-QSB,  file no.  000-28377,  on
                 February 18, 2003, and incorporated herein by reference.)

                 10.30.  2003  Consultant and Advisor  Services Plan dated April
                 24, 2003. (Previously filed as an exhibit to the Company's Form
                 S-8, file no.  000-28377,  on April 28, 2003, and  incorporated
                 herein by reference.)

                 10.31 Advisors Agreement dated June 1, 2003 between the Company
                 and Jared Kopf, attached hereto.

                 10.32 Standby Loan  Commitment  dated July 15, 2003 between the
                 Company and Asia Pacific Ventures, attached hereto.

                 10.33  Promissory  Note dated July 15, 2003 between the Company
                 and Asia Pacific Ventures, attached hereto.

                 10.34  Asset  Purchase  Agreement  between the Company and CNET
                 Networks, Inc. date July 18, 2003, attached hereto

                 10.35  2003-2   Consultant  and  Advisor  Services  Plan  dated
                 September  8,  2003.  (Previously  filed as an  exhibit  to the
                 Company's Form S-8, file no. 000-28377,  on September 10, 2003,
                 and incorporated herein by reference.)

                                       20
<PAGE>
                 10.36  Promissory  Note dated  September  2, 2003  between  the
                 Company and Asia Pacific Ventures, attached hereto.

 (21)            21.1. List of subsidiaries of registrant.  (Previously filed as
                 an exhibit to the Company's Form 10-K, file no.  000-28377,  on
                 September 28, 2000, and incorporated herein by reference.)

 (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 Thomas McAleer,  Controller,  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

(b) Reports on Form 8-K: None

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,  2003 and 2002 are  $42,409  and
$47,647, respectively.

Audit Related Fees: None

Tax Fees:  None

All Other Fees: None

                                       21
<PAGE>

                                   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: October 13, 2003

         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                                            October 13, 2003
------------------------------------
    Wing Yu,
    Chief Executive Officer

/s/ Wilfred Shaw                                       October 13, 2003
------------------------------------
    Wilfred Shaw,
    Chief Strategy Officer

/s/ Gregg Fidan                                        October  13, 2003
------------------------------------
    Gregg Fidan,
    Vice President Bus. Dev.




                                       22





                             FINANCIAL CONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002



















<PAGE>


                             FINANCIAL CONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002






                                 C O N T E N T S
                                 ---------------




                                                                        Page
                                                                        ----



      Independent Auditors' Report........................................F-1

      Consolidated Balance Sheets.....................................F-2 - F-3

      Consolidated Statements of Operations...........................F-4 - F-5

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

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

      Notes to the Consolidated Financial Statements..................F-9 - F-33



<PAGE>




                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders -
Financial Content, Inc.

We have  audited  the  accompanying  consolidated  balance  sheets of  Financial
Content,  Inc., a Delaware  Corporation,  as of June 30, 2003 and 2002,  and the
related consolidated  statements of operations,  changes in shareholders' equity
and cash flows for the fiscal years then ended.  These 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 generally accepted auditing standards
in the 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 Financial Content,  Inc. as of
June 30, 2003 and 2002, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting principles
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 9 to the
financial statements, the Company experienced a significant net loss in the year
ending June 30, 2003, and 2002 with losses incurred subsequently,  and generated
negative cash flows from operating  activities.  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 10. 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 9, 2003



                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIAL CONTENT, INC.
                           CONSOLIDATED BALANCE SHEETS
                          AS OF JUNE 30, 2003 AND 2002

                               ASSETS
                               ------                                June 30, 2003   June 30, 2002
                                                                     -------------   -------------
<S>                                                                     <C>          <C>
Current Assets:
   Cash and cash equivalents                                            $   8,327    $      4,162
   Short-term investments                                                     320           1,898
   Accounts receivable - trade, net                                         2,591           5,640
   Prepaid expenses                                                           551           5,855
   Deposits                                                                 6,945          13,864
                                                                     ------------    ------------

      Total Current Assets                                                 18,734          31,419
                                                                     ------------    ------------

Property and Equipment:
   Office furniture                                                        12,112          12,112
   Equipment                                                               87,938          84,257
                                                                     ------------    ------------
                                                                          100,050          96,369
                                                                     ------------    ------------

   Accumulated depreciation                                               (75,786)        (62,649)
                                                                     ------------    ------------

      Property and Equipment, net                                          24,264          33,720
                                                                     ------------    ------------

Other Assets:
   Long-term investments                                                   14,922         143,084
   Intangible assets, net                                                   3,000           3,000
                                                                     ------------    ------------

      Total Other Assets                                                   17,922         146,084
                                                                     ------------    ------------

        Total Assets                                                    $  60,920    $    211,223
                                                                     ============    ============

                                   (continued)
</TABLE>

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



                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                             FINANCIAL CONTENT, INC.
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                          AS OF JUNE 30, 2003 AND 2002


                  LIABILITIES AND STOCKHOLDERS' EQUITY
                  ------------------------------------               June 30, 2003    June 30, 2002
                                                                     -------------    -------------
<S>                                                                   <C>           <C>
Current Liabilities:
 Accounts payable                                                    $    182,655    $    148,507
 Management fees due to related party                                      15,000         120,000
 Payroll and taxes payable                                                218,115          89,090
 Taxes payable                                                              4,800           2,400
 Accrued interest                                                          86,440          39,027
 Other accrued expenses                                                   134,591          59,213
 Deferred revenue                                                          16,185           4,915
 Note payable - related parties                                           342,358         300,109
 Notes payable - other                                                     14,589          14,589
 Reserve for termination of investment agreement                          100,000          50,000
 Accrued expenses - discontinued operations                               122,394         122,394
 Payable to officer - discontinued operations                              60,000          60,000
 Payroll and sales taxes payable - discontinued operations                117,509         117,509
                                                                     ------------    ------------

  Total Current Liabilities                                             1,414,636       1,127,753
                                                                     ------------    ------------


Stockholders' Equity:
 Preferred stock, $0.001 par value; 200,000,000 shares authorized;
  none issued or outstanding                                                 --              --
 Common stock, $0.001 par value; 900,000,000 shares authorized;
  8,659,643 and 6,753,059 issued and outstanding, respectively              8,660           6,753
 Additional paid-in-capital                                            15,779,993      15,363,210
 Deferred compensation                                                       --          (302,266)
 Accumulated other comprehensive loss                                     (68,279)        (66,999)
 Accumulated deficit                                                  (17,074,090)    (15,917,228)
                                                                     ------------    ------------

  Total Stockholders' Equity                                           (1,353,716)       (916,530)
                                                                     ------------    ------------

   Total Liabilities and Stockholders' Equity                        $     60,920    $    211,223
                                                                     ============    ============
</TABLE>

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



                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIAL CONTENT, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


                                                          Year Ended     Year Ended
                                                        June 30, 2003  June 30, 2002
                                                        -------------  --------------
<S>                                                       <C>            <C>
Revenues:
    Net revenues                                          $   422,360    $   289,806
    Costs of revenues                                         (37,195)       (23,435)
                                                          -----------    -----------
       Gross Profit                                           385,165        266,371
                                                          -----------    -----------

Operating Expenses:
    Business development                                       99,157        102,918
    Sales and marketing                                           500         27,780
    Product development                                       203,787             81
    General and administrative                                999,889      1,058,807
    Amortization and depreciation                              13,137         30,741
                                                          -----------    -----------
       Total Operating Expenses                             1,316,470      1,220,327
                                                          -----------    -----------

       Loss from Operations                                  (931,305)      (953,956)
                                                          -----------    -----------

Other Income (Expense):
    Interest income                                               153            144
    Dividend income                                              --               12
    Other income                                                1,124         25,070
    Interest expense                                          (46,272)       (39,027)
    (Loss) on investment                                     (157,444)          --
    (Loss) on disposal of property and equipment                 --          (21,132)
    Investment management expenses                            (20,718)       (10,191)
                                                          -----------    -----------
       Total Other Income (Expense)                          (223,157)       (45,124)
                                                          -----------    -----------

    Net loss before cumulative effect of change
       in accounting principle                            $(1,154,462)   $  (999,080)

    Cumulative effect of change in accounting principle          --          (70,826)
                                                          -----------    -----------

    Net loss before taxes                                 $(1,154,462)   $(1,069,906)

       Provision for income tax                                (2,400)        (2,400)
                                                          -----------    -----------

                                                          -----------    -----------
          Net Loss                                        $(1,156,862)   $(1,072,306)
                                                          ===========    ===========

</TABLE>

                                   (continued)



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


                                      F-4
<PAGE>




<TABLE>
<CAPTION>
                             FINANCIAL CONTENT, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002



                                                        Year Ended                    Year Ended
                                                       June 30, 2003                 June 30, 2002
                                               ------------------------------------------------------------


Net loss per share (Note 1):
                                                  Basic      Fully diluted       Basic     Fully Diluted
                                                --------     -------------    ---------    -------------

<S>                                             <C>              <C>          <C>            <C>
     Net loss per share                         $ (0.16)         $ (0.16)     $  (0.21)      $ (0.21)


  Shares used in per share calculation - basic                 7,185,840                     5,211,619
                                                             ============                  ============

  Shares used in per share calculation -
  diluted                                                      7,185,840                     5,211,619
                                                             ============                  ============
</TABLE>


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



                                      F-5
<PAGE>




                     Consolidated Statement of Changes in
                              Shareholders' Equity
                   for the years ended June 30, 2003 and 2002
                                   Split Table
<TABLE>
<CAPTION>



                                                                                                        Additional
                                    Preferred Stock                Common Stock           Deferred        Paid-in
                                   Shares     Amount           Shares        Amount      Compensation     Capital
                                   ------   ----------       ----------   ------------   ------------    ----------

<S>                                     <C> <C>              <C>          <C>            <C>          <C>
Balance, June 30, 2001                 --   $       --        1,325,247   $      1,326       --        $ 14,528,845
                                   ======   ==========       ==========    ===========   ==========    ============
   Comprehensive income (loss):
    Net loss from operations
     during the period                 --           --             --             --         --               --
    Net unrealized gain (loss)
     on securities, net                --           --             --             --       (302,266)          --
    Compensation expense
     on stock grants                   --           --             --             --         --             61,800
    Acquisition of minority interest
     in Financial Content, Inc.        --           --          883,233            883       --               (883)
    Proceeds from sale
     of common stock                   --           --        1,525,469          1,525       --            123,475
    Conversion of debt
     into common stock                 --           --          750,000            750       --             74,250
    Issuance of common stock
     for services                      --           --        2,269,110          2,269       --            575,723
                                   ------   ----------       ----------    -----------   ----------    ------------

Balance, June 30, 2002                 --   $       --        6,753,059    $     6,753   $ (302,266)   $ 15,363,845
                                   ======   ==========       ==========    ===========   ==========    ============
    Comprehensive income (loss):
    Net loss from operations
     during the period                 --           --             --             --         --                --
    Net unrealized gain (loss) on
     on securities, net                --           --             --             --         --                --
    Compensation expense
     on stock grants                   --           --             --             --      302,266              --
    Proceeds from sale of
     common stock                      --           --          335,000            335       --              54,605
    Conversion of debt into
     common stock                      --           --        1,036,584          1,037       --             163,963
    Issuance of common stock
     for services                      --           --          535,000            535       --             198,215
                                   ------   ----------       ----------    -----------   ----------    ------------

Balance, June 30, 2003                 --    $      --        8,659,643    $     8,660       --        $ 15,779,993
                                   ======   ==========       ==========    ===========   ==========    ============
</TABLE>




                                      F-6A
<PAGE>





<TABLE>
<CAPTION>
                     Consolidated Statement of Changes in
                              Shareholders' Equity
                   for the years ended June 30, 2003 and 2002
                             Split Table (Continued)

                                     Accumulated
                                        Other                              Total
                                     Comprehensive     Accumulated     Shareholders'  Comprehensive
                                     Income (loss)       Deficit          Equity      Income (loss)
                                     ------------       ----------       ---------    ------------
<S>                                 <C>               <C>               <C>            <C>
Balance, June 30, 2001              $    (17,543)     $(14,844,922)    $  (332,294)   $(4,606,389)
                                   =============      ============     ===========    ===========
   Comprehensive income (loss):     $       --        $( 1,072,306)    $ 1,072,306)   $(1,072,306)
    Net loss from operations
     during the period              $    (49,456)            --            (49,456)    (4,606,389)
    Net unrealized gain (loss)
     on securities, net                                      --           (302,266)          --
    Compensation expense
     on stock grants                        --               --             61,800           --
    Acquisition of minority interest
     in Fiancial Content, Inc.              --               --               --             --
    Proceeds from sale
     of common stock                        --               --            125,000           --
    Conversion of debt into
     common stock                           --               --             75,000           --
    Issuance of common stock for
     services                               --               --            577,992           --
                                     ------------     ------------     -----------    ------------
Balance, June 30, 2002               $    (66,999)    $(15,917,228)    $  (916,530)   $(1,121,763)
                                     ============     ============     ===========    ============

    Comprehensive income (loss):
    Net loss from operations
     during the period                      --          (1,156,862)     (1,156,862)    (1,156,862)
    Net unrealized gain (loss) on
     on securities, net                   (1,280)            --             (1,280)        (1,280)
    Compensation expense on
     stock grants                           --               --            302,266           --
    Proceeds from sale of
     common stock                           --               --             54,940           --
    Conversion of debt into
     common stock                           --               --            165,000           --
    Issuance of common stock for
    services                                --               --            198,750           --
                                     ------------     ------------     -----------    ------------

Balance, June 30, 2003               $    (68,279)    $(17,074,090)    $(1,353,716)   $ (1,158,142)
                                     ============     ============     ===========    ============

</TABLE>

                                       F-6B
<PAGE>



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

<PAGE>
<TABLE>
<CAPTION>
                             FINANCIAL CONTENT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

                                                         June 30, 2003  June 30, 2002
                                                         -------------  -------------
<S>                                                      <C>            <C>
Operating Activities:
    Net Loss                                             $(1,156,862)   $(1,072,306)
Adjustments to reconcile net (loss) to
net cash provided by (used in) operating activities:
      Compensation expense on warrant and stock grants       302,266         61,800
      Amortization and depreciation                           13,137         30,741
      Investment expenses                                     20,718         10,191
      Loss on investments                                    107,444           --
      Issuance of common stock for services                  198,750        275,726
      Intangible assets impairment charge                       --           70,826
      Reserve for termination of investment agreement         50,000           --
      Loss on disposal of property and equipment                --           21,132

Changes in operating assets and liabilities:
    Accounts receivable - trade, net                           3,049         (2,042)
    Amounts due from officer                                    --           19,962
    Prepaid expenses                                           5,304         (3,249)
    Investment in marketable securities                         --             (298)
    Security deposit                                           6,919          2,138
    Accounts payable                                          34,149        (14,388)
    Management fees due to related party                      60,000         60,000
    Taxes payable                                              2,400          2,400
    Accrued interest                                          47,413         39,027
    Payroll and taxes payable                                129,025         56,794
    Deferred revenue                                          11,270          4,915
    Accrued
    liabilities                                               75,378         39,851
                                                         -----------    -----------

      Net cash used in operating activities                  (89,640)      (396,780)
                                                         -----------    -----------
Investing activities:

    Sale of marketable securities                                297           --

    Purchases of property and equipment                       (3,681)        (9,253)
                                                         -----------    -----------

      Net cash used in investing activities                   (3,384)        (9,253)
                                                         -----------    -----------
Financing activities:
    Proceeds from issuance of common stock                    54,940        125,000
    Payments on amounts due to related parties                (5,000)        (8,408)
    Proceeds from notes payable - related parties             47,249        275,000
                                                         -----------    -----------

      Net cash provided by financing activities               97,189        391,592
                                                         -----------    -----------

      (Decrease) in cash and cash equivalents                  4,165        (14,441)

Cash and cash equivalents, beginning of year                   4,162         18,603
                                                         -----------    -----------

Cash and cash equivalents, end of year                   $     8,327    $     4,162
                                                         ===========    ===========
</TABLE>
                                   (continued)
   The accompanying notes are an integral part of these financial statements.


                                      F-7
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIAL CONTENT, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

                                                            Year ended      Year ended
                                                          June 30, 2003   June 30, 2002
                                                          -------------   -------------
<S>                                                        <C>            <C>
Supplemental disclosures of cash flow information:
    Cash paid during the period for
      Interest                                             $     --              --
      Taxes                                                $     --              --



The following noncash transactions occurred during the year ended June 30, 2002:

    Conversion of debt                                                    $     75,000
                                                                          =============

    Common stock issued for services                                      $    577,992
                                                                          =============


The following noncash transactions occurred during the year ended June 30, 2003:

    Conversion of debt                                                    $    165,000
                                                                          =============

    Common stock issued for services                                      $    198,750
                                                                          =============
</TABLE>

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


                                      F-8
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

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

A.       General Description of Business

Financial  Content,  Inc.,  ("FC"  or the  "Company"),  a  Delaware  corporation
(http://www.financialcontent.com), offers financial-related services through the
World Wide Web.  In  November  2001,  the  Company  changed its name from Cosmoz
Infrastructure  Solutions,  Inc., to Financial Content, Inc. The purpose for the
name  change  was to have a  corporate  name that is in line with the  nature of
company's  business and that fits into its  long-term  business  direction.  The
Company is focused on providing financial content through the Internet.

Through  its  Internet  properties,   the  Company  provides   financial-related
services:

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

         o    The Company operates  additional  Internet  properties in order to
              market and showcase its technology, including www.monsterquote.com
              and www.getwhispers.com.

Effective November 2001,  shareholders of the Company and the Board of Directors
approved the following:

         A.   Amendment  to the  Articles  of  Incorporation  of the  Company to
              increase  the  number  of  shares  authorized  for  issuance  from
              200,000,000 to 900,000,000;

         B.   Acquisition  of the minority held shares of  FinancialContent.com,
              Inc.;

         C.   Amendment  to the  Articles  of  Incorporation  of the  Company to
              change the name of the Company to Financial Content, Inc.; and

         D.   Approval of a reverse  stock split at a ratio of  1-for-60,  which
              was  determined  by the Board of Directors of the Company to be in
              the best interests of the Company.



                                      F-9
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

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

B.       Basis of Presentation and Organization

These  consolidated  financial  statements  represent the financial  activity of
Financial  Content,  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, 2003 and 2002,  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.

In December 1998, the Company  changed its focus from operating and  franchising
pretzel  kiosks,  retail stores and an automotive  service center to investments
and acquisitions of Internet-related businesses and web-based technologies.  The
Company's  Internet  acquisitions offer both a content source and an application
source for investors.  All activity  related to Pretzel  Franchising,  Inc., and
Wheel to Wheel, Inc., is shown as discontinued operations.


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.  All of the Company's
short-term investments are classified as available-for-sale at the balance sheet
dates.  Investments  classified as available-for-sale are recorded at fair value
and any  material  temporary  difference  between  the cost and fair value of an
investment  is  presented  as  a  separate   component  of   accumulated   other
comprehensive income/loss.

The  Company  invests  in  equity  instruments  of  privately  held  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.



                                      F-10
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

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

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.


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.

                                      F-11
<PAGE>
>
                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

H.       Capitalized Computer Software

During the two years in the period  ended June 30,  2003,  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 did not incur any
advertising expense in 2003 and 2002.


J.       Marketable Securities

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 indicates 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.



                                      F-12
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

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  in 2003 and 2002 due to the Company  having net loss and a loss from
operations in 2003 and 2002.

Effective  November 7, 2001, the Board of Directors  authorized a  sixty-for-one
reverse stock split. The EPS calculations reflect the reverse stock split.


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.  The Company has
reported its franchising  operations in Canada as discontinued  operations,  and
the results of its Internet operations as continuing operations.  Currently, the
Company operates in only one segment.


N.       Comprehensive Income

The Company adopted SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes 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.



                                      F-13
<PAGE>
>
                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

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 two financial
institutions.

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  estimates  that  no such  reserves  are
warranted at June 30, 2003.


P.       Foreign Currency and International Operations

International  operations  were  fully  discontinued  in 1998,  and there are no
foreign assets.  There were no foreign  exchange  transactions  during the years
ended June 30, 2003 and 2002. Translation gains (losses), which are deferred and
accumulated as a component of shareholders' equity, were not significant in 2003
and 2002.


Q.       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-14
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


1.       Summary of Significant Accounting Policies (continued)

R.       Recent Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards No. 146 ("SFAS 146"),  "Accounting for Costs
Associated  with Exit or  Disposal  Activities."  SFAS 146  addresses  financial
accounting and reporting for costs  associated with exit or disposal  activities
and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability  Recognition
for Certain  Employee  Termination  Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs  associated with an exit or disposal  activity be recognized
and measured initially at fair value only when the liability is incurred, rather
than  at the  date  of  commitment  to an exit or  disposal  plan.  SFAS  146 is
effective for exit or disposal  activities that are initiated after December 31,
2002.  The  Company  does not expect  that the  adoption of SFAS 146 will have a
material  impact on the Company's  financial  position or results of operations,
although SFAS 146 may impact the timing of recognition of costs  associated with
future restructuring, exit or disposal activities.

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148 ("SFAS 148"),  "Accounting for Stock-Based Compensation - Transition and
Disclosure - An Amendment of FASB Statement No. 123." SFAS 148 amends  Statement
of  Financial  Accounting  Standards  No.  123  ("SFAS  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.  SFAS 148 amends the disclosure  requirements of SFAS 123
to require prominent disclosures both in annual and interim financial statements
about the method of accounting for  stock-based  employee  compensation  and the
effect of the method used on reported  results.  The  Company has  included  the
disclosures required by SFAS 148 in Note 4 - "Stock Option Plan."

In November 2002, the FASB issued  Interpretation No. 45 ("FIN 45") "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others."  FIN 45  elaborates  on the  existing
disclosure requirements for most guarantees,  including loan guarantees. It also
clarifies  that at the  time a  company  issues a  guarantee  the  Company  must
recognize  an initial  liability  for the fair value,  or market  value,  of the
obligations  that it  assumes  under that  guarantee.  However,  the  provisions
related to  recognizing  a liability at inception of the  guarantee for the fair
value of the guarantor's  obligations does not apply to product warranties or to
guarantees  accounted for as  derivatives.  The initial  recognition and initial
measurement  provisions  apply on a prospective  basis to  guarantees  issued or
modified  after December 31, 2002.  The  disclosure  requirements  of FIN 45 are
effective for financial  statements  of interim or annual  periods  ending after
December 15, 2002.  The Company does not expect any impact from  adopting FIN 45
on its results of operations or financial position.



                                      F-15
<PAGE>
>
                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

R.       Recent Accounting Pronouncements (continued)

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46") "Consolidation
of Variable Interest Entities." Until this  interpretation,  a company generally
included  another entity in its  consolidated  financial  statements  only if it
controlled  the entity  through  voting  interests.  FIN 46  requires a variable
interest entity, as defined,  to be consolidated by a company if that company is
subject to a majority of the risk of loss from the  variable  interest  entity's
activities or entitled to receive a majority of the entity's  residual  returns.
The Company does not believe the adoption of FIN 46 will have a material  impact
on its results of operations or financial position.

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue  No.  00-21  ("EITF   00-21"),   "Revenue   Arrangements   with   Multiple
Deliverables."  EITF 00-21 provides  guidance on how to account for arrangements
that involve the delivery or performance of multiple  products,  services and/or
rights to use  assets.  The  provisions  of EITF  00-21  will  apply to  revenue
arrangements  entered into in fiscal periods  beginning after June 15, 2003. The
Company does not believe the adoption of EITF 00-21 will have a material  impact
on its financial position or results of operations.

In November 2002, the EITF reached a consensus on Issue 00-21, addressing how to
account for  arrangements  that involve the delivery or  performance of multiple
products,  services  and/or  rights to use  assets.  Revenue  arrangements  with
multiple  deliverables  are divided into  separate  units of  accounting  if the
deliverables in the arrangement meet the following  criteria:  (1) the delivered
item has value to the customer on a standalone basis; (2) there is objective and
reliable  evidence of the fair value of undelivered  items;  and (3) delivery of
any undelivered item is probable.  Arrangement consideration should be allocated
among the separate units of accounting based on their relative fair values, with
the amount  allocated to the delivered  item being limited to the amount that is
not  contingent on the delivery of additional  items or meeting other  specified
performance conditions.  The final consensus is applicable to agreements entered
into in fiscal  periods  beginning  after June 15, 2003.  The provisions of this
consensus  are not  expected  to have a  significant  effect on our  results  of
operations or financial position.

In April  2003,  the FASB  issued  SFAS  149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities",  which  amends  SFAS 133 for
certain  decisions  made  by  the  FASB  Derivatives  Implementation  Group.  In
particular,  SFAS 149: (1) clarifies under what circumstances a contract with an
initial net investment meets the  characteristic of a derivative,  (2) clarifies
when a derivative contains a financing  component,  (3) amends the definition of
an underlying  instrument to conform it to language used in FASB  Interpretation
No. 45,  "Guarantor's  Accounting and Disclosure  Requirements  for  Guarantees,
Including Indirect Guarantees of Indebtedness of Others," and (4) amends certain
other existing pronouncements. This Statement is effective for contracts entered
into or modified after June 30, 2003, and for hedging  relationships  designated
after June 30, 2003. In addition,  most provisions of SFAS 149 are to be applied
prospectively.  Management  does not expect the  adoption  of SFAS 149 to have a
material impact on our financial position, cash flows or results of operations.



                                      F-16
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


1.       Summary of Significant Accounting Policies (continued)

R.       Recent Accounting Pronouncements (continued)

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity" ("SFAS 150").
SFAS 150 changes the accounting  for certain  financial  instruments  that under
previous  guidance  issuers could account for as equity.  It requires that those
instruments be classified as liabilities in balance sheets. The guidance in SFAS
150 is  generally  effective  for  all  financial  instruments  entered  into or
modified  after May 31,  2003,  and  otherwise  is  effective  on July 1,  2003.
Management does not expect the adoption of SFAS 150 to have a material impact on
our financial position, cash flows or results of operations.


S.       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.


T.       Intangibles

Intangible assets consist of goodwill resulting from acquisition of websites and
other Internet  properties.  The difference between the fair market value of the
assets acquired and consideration paid is recorded as goodwill.  The Company had
estimated that the economic  useful life of the goodwill to be seven years,  and
amortization to be on a straight-line basis.

The Company has adopted  SFAS 142  effective  July 2001,  which  resulted in the
Company no longer amortizing its existing goodwill.  At June 30, 2002,  goodwill
approximated  $3,000. In addition,  the Company measured goodwill for impairment
as part of the  transition  provisions.  The Company  completed  the  transition
impairment tests and recorded an impairment  charge of $70,826 in 2002, and this
goodwill  impairment charge was recognized as a cumulative effect of a change in
accounting  principle in 2002. The Company has set the measurement date of April
1st to calculate goodwill impairment.





                                      F-17
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


1.       Summary of Significant Accounting Policies (continued)

U.       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.


V.       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.


W.       Reclassifications

Certain   reclassifications   were  made  to  the  2002  financial   statements'
presentation in order to conform to the 2003 financial statements' preparation.



                                      F-18
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


2.       Income Taxes
         ------------

The  Company  incurred  $2,400 and  $7,200 in state  taxes for each of the years
ended June 30, 2003 and 2002,  respectively.  No provision  for federal taxes in
the US has been recorded for the years ended June 30, 2003 and 2002. The Company
incurred  net  operating  losses for these  periods.  The Company  incurred  net
operating losses from its operations in Canada (discontinued by September 1998),
and accordingly no provision for Canadian income taxes is recorded.

        Income Before Income Taxes       2003              2002
                                    -------------     -------------

                                    $  (1,154,462     $  (1,069,906)
                                    =============     =============

Income Tax Provision                     2003              2002
                                    -------------     -------------

Current:
        Federal                     $        --       $        --
        State                               2,400             7,200
                                    -------------     -------------
                               $            2,400 $           7,200
                                    =============     =============

Deferred:
        Federal                     $        --       $        --
        State                                --                --
                                    -------------     -------------
                                             --                --
                                    =============     =============

Effective Tax Rate Reconciliation        2003              2002
                                    -------------     -------------

Federal income tax rate              (35.00%)          (35.00%)
Change in valuation reserve           35.28%             7.69%
Other                                  0.00%            28.60%
State and local taxes, net of
        federal tax benefit           (0.07%)           (0.08%)
                                    -------------     -------------
                                       0.21%             0.67%
                                    =============     =============




                                      F-19
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


2.       Income Taxes (continued)
         ------------------------

The following  table  summarizes the deferred tax assets and liabilities for the
years ended June 30, 2003 and 2002:
<TABLE>
<CAPTION>

                                                      Year Ended June 30,
                                   --------------------------------------------------------
                                              2003                          2002
                                   --------------------------    --------------------------
                                     Federal         State         Federal         State
                                   -----------    -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>
Deferred income tax assets:
     Net operating loss
        carryforwards              $ 3,205,658    $   490,556    $ 2,726,639    $   481,022
     Capital loss                       15,598          4,301         16,046          4,186
     Property & equipment               19,834          1,197         15,179          3,921
     Intangible asset
       Impairment charge             1,104,125        283,918      1,104,125        283,918
       Goodwill                         54,234         12,734         54,234         12,734
     Other reserves                     35,000          9,000         17,500          4,500
     Federal benefit for
        state taxes                     67,933           --           65,413           --
     Other                              17,058          4,396         13,193          3,402
                                   -----------    -----------    -----------    -----------

Total deferred tax assets            4,519,440        806,102      4,012,329        793,683
                                   -----------    -----------    -----------    -----------

Deferred income tax liabilities:
     Intangible assets                    --             --             --             --
     Nondeductible reserves           (185,062)       (95,528)      (185,062)       (95,528)
                                   -----------    -----------    -----------    -----------

Total deferred tax liabilities        (185,062)       (95,528)      (185,062)       (95,528)
                                   -----------    -----------    -----------    -----------

Net deferred tax assets before
     valuation allowance             4,334,378        710,574      3,827,267        698,155
Valuation allowance                 (4,334,378)      (710,574)    (3,827,267)      (698,155)
--------------------------------   -----------    -----------    -----------    -----------

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  $14,183,851 and $7,091,927
from  continuing  operations,  which may be used to offset  future United States
federal and state income taxes and which begin to expire in 2019.




                                      F-20
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
<TABLE>
<CAPTION>

3.       Investments
         -----------

At June 30, 2003, short and long-term  investments in marketable securities were
classified as available-for-sale as follows:

                                          Gross            Gross             Gross           Estimated
                                        Amortized       Unrealized        Unrealized        Fair Value
                                          Cost             Gain              Loss
                                      --------------    ------------     --------------    --------------
<S>                                   <C>               <C>                    <C>    <C>
    Equity securities - public        $     10,000      $     --               (9,680)$    $        320
                                      --------------    ------------     --------------    --------------

    Total short-term investments            10,000            --               (9,680)              320

    Corporate equity securities,
    privately-held                          48,653            --              (33,731)           14,922
                                      --------------    ------------     --------------    --------------

    Total                             $     58,653      $     --              (43,411)     $     15,242
                                      ==============    ============     ==============    ==============


At June 30, 2002, short and long-term  investments in marketable securities were
classified as available-for-sale as follows:


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

    Equity securities - public        $      10,298     $     --         $      (8,400)    $       1,898
                                      --------------    ------------     --------------    --------------

    Total short-term investments             10,298           --                (8,400)            1,898

    Corporate equity securities,
    privately-held                          194,140           --               (51,056)          143,084
                                      --------------    ------------     --------------    --------------

    Total                             $     204,438     $     --         $     (59,456)    $     144,982
                                      ==============    ============     ==============    ==============
</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.




                                      F-21
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


4.       Stock Option Plan
         -----------------

On November 17, 1999,  the Company's  board of directors  approved the Financial
Content,  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, 2003 and 2002,  the Company has  granted  options  exercisable  for the
Company's  common stock 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.

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.

Stock options issued as of June 30, 2003 and 2002 are summarized as follows:
<TABLE>
<CAPTION>

                                                      2003                                  2002
                                        ----------------------------------    ----------------------------------
                                                                                                    Weighted
                                            Number            Weighted                              average
                                              of              average            Number of          exercise
                                           options         exercise price         options            price
                                        ---------------    ---------------    ----------------    --------------
<S>                                             <C>        <C>                       <C>          <C>
Outstanding at beginning of year                6,583      $         45.91           13,208       $       21.60
Granted                                            --                 --                 --                --
Exercised                                          --                 --                 --                --
Forfeited/Cancelled                            (6,583)               45.91           (6,625)              55.20
                                        ---------------    ---------------    ----------------    --------------

Outstanding at end of year                         --                 --              6,583               45.91
                                        ===============    ===============    ================    ==============

Exercisable at end of year                         --      $          --              6,343       $       47.37
                                        ===============    ===============    ================    ==============

</TABLE>




                                      F-22
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

The  non-statutory  stock options are for periods of three to four years.  There
are no options outstanding as of June 30, 2003.

The following table summarizes information about options outstanding at June 30,
2003:
<TABLE>
<CAPTION>

         Exercise             Number                                  Weighted
                                                 Weighted             Average
                                                  Average            Remaining              Number
         Exercise             Number           Exercise Price        Contractual        Exercisable as of
          prices            Outstanding          per Share         Life in Years         June 30, 2003
      ----------------    ----------------    ----------------    -----------------    ------------------

<S>          <C>                    <C>       <C>                           <C>                    <C>
             $35.58                 5,333     $        35.58                0.80                   5,093
             $90.00                 1,250     $        90.00                0.91                   1,250
                          ---------------                                              ------------------

                                    6,583              45.91                0.83                   6,343
                          ================                                             ==================
</TABLE>

The exercise  period for the options ranged from two to four 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, 2003 and
2002, 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:
<TABLE>
<CAPTION>

                                                             2003                  2002
                                                       ------------------    ------------------
         Net loss:
<S>                                                    <C>                   <C>
                     As reported                       $    (1,156,862)      $    (1,072,306)
                     Pro forma                         $    (1,156,862)      $    (1,125,949)

         Basic and diluted loss per common share:
                     As reported:
                                         Basic         $         (0.16)   $            (0.21)
                                         Diluted       $         (0.16)   $            (0.21)
                     Pro forma:
                                         Basic         $         (0.16)   $            (0.22)
                                         Diluted       $         (0.16)   $            (0.22)
</TABLE>




                                      F-23
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

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 is usually related to the
length of employment or consulting  contract  period.  The Company did not issue
any options during the year ended June 30, 2003 and 2002.

The  fair  value of  options  was  estimated  at the  date of  grant  using  the
Black-Scholes option-pricing model.

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.



5.       Discontinued Operations
         -----------------------

The  Company's  management  and its Board of  Directors  decided to  discontinue
operations  in  Canada  as of July  1998.  Operations  in  Canada  consisted  of
operating and  franchising  "Pretzel  Twister"  stores,  and the operation of an
automotive  service center "Wheel to Wheel".  To implement  this  decision,  the
Company concluded the following transactions:

         A.   On August 31, 1998, the Company  abandoned all operations of Wheel
              to Wheel,  including its facilities lease. The Company disposed of
              the assets of the Wheel to Wheel  store and used the  proceeds  to
              settle liabilities to the extent of available funds.

         B.   In July 1998,  the Company  abandoned  all  operations  of Pretzel
              Franchising,  Inc. The Company  informed its franchisees  that PFI
              would cease to operate, and the Company-operated store in Toronto,
              Ontario, was closed.

There are no  assets  associated  with or from  discontinued  operations  on the
balance sheet.  The  liabilities  attributable  to  discontinued  operations are
identified as such on the balance sheet. There were no net sales attributable to
discontinued operations in 2003 and 2002.



                                      F-24
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


6.       Common Stock Transactions
         -------------------------

A. Acquisition of Minority Interests in FinancialContent.com, Inc.

The   purpose   for   the    acquisition   of   the   minority    interests   in
FinancialContent.com,  Inc. is as follows: The Company is currently the majority
shareholder of FinancialContent.com, Inc. The minority shareholders have offered
to exchange shares of  FinancialContent.com,  Inc. for shares of the Company. In
2002, the Company issued  883,017 shares of  unregistered  common stock having a
market  value of $450,339 to acquire the  interest of minority  shareholders  of
FinancialContent.com.


B.       Reverse Stock Split
         -------------------

Effective  November 13, 2001, the Board of Directors  authorized a one-for-sixty
reverse stock split to be effective in November 2001 to  shareholders of record.
The par value of the common  stock was  increased  accordingly  from  $0.001 per
share to $0.06 per share.  In November 2001,  the Board of Directors  approved a
change that reduced the par value from $0.06 per share to $0.001 per share.

Based on approximately 156,042,931 shares of Common Stock issued and outstanding
as of November 7, 2001, the following  table reflects a range of the approximate
percentage  reduction  in  the  outstanding  shares  of  Common  Stock  and  the
approximate number of shares of Common Stock that are outstanding as a result of
the Reverse Stock Split.

                Reverse                Percentage          Shares To Be
              Stock Split               Reduction          Outstanding
        -------------------------    ----------------    -----------------
               1 for 60                  98.4%              2,600,932

All  outstanding  options,  warrants,  rights and  convertible  securities  were
appropriately  adjusted  for  the  Reverse  Stock  Split  automatically  on  the
effective  date of the Reverse Stock Split.  The Reverse Stock Split affects all
stockholders equally and does not affect any stockholder's  proportionate equity
interest in the Company except for those  stockholders  whose fractional  shares
will be rounded up.

None of the rights currently accruing to holders of the Common Stock, options or
warrants to purchase  Common Stock or securities  convertible  into Common Stock
are affected by the Reverse Stock Split. Following the Reverse Stock Split, each
share of New Common Stock  entitles the holder thereof to one vote per share and
will otherwise be identical to one share of the Old Common Stock.

The percentage ownership of management, the number of stockholders or any aspect
of the  Company's  business  has not changed  materially  because of the Reverse
Stock Split.






                                      F-25
<PAGE>

                       FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


6.       Common Stock Transactions (continued)
         -------------------------------------

C.       Issuance of Common Stock

The Company  concluded  private  placement  offerings of its common stock during
2003 and 2002 and  converted  short-term  debt into  common  stock.  The Company
received  $54,940 and  $125,000 in cash in 2003 and 2002 from these  placements,
respectively.  The Company also issued common stock to individuals and companies
in lieu of cash compensation.

On September 21, 2002, the Company in a private  placement sold 35,000 shares of
its unregistered, restricted common stock for $5,740.

Starting in September 2002, the Company commenced a private  placement  offering
which  offered for sale up to 1,500,000  common  shares at $0.164 per share to a
private  party.  The terms of the  offering  require that shares be purchased in
minimum blocks of 300,000 common shares.  The minimum purchase is 300,000 shares
($49,200),   except  that  the  Company  in  its  sole   discretion  may  accept
subscriptions  for fewer units.  An individual  party  purchased  300,000 common
shares as of June 30, 2003.

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.  The
total  shares sold under the two private  placement  offering as of December 31,
2002 were 335,000  common shares.  Net proceeds from the private  placement were
$54,940

In December 2002,  the Company issued 20,000 shares of registered  common stock,
having a market value of $5,000, to an individual for consulting services.

In January 2003, the Company issued 15,000 shares of its registered common stock
to an individual in lieu of cash compensation that had a market value of $3,750.

In April 2003, the Company issued 150,000 shares of its registered  common stock
to an  individual  in lieu of cash  compensation  that  had a  market  value  of
$50,000.

In May 2003, the Company converted  $165,000 in amounts due to  SharpManagement,
LLC, for  consulting  services into 1,036,584  shares of its  restricted  common
stock to SharpManagement, LLC.

In June 2003, the Company  issued 350,000 shares of its registered  common stock
to an  individual  in lieu of cash  compensation  that  had a  market  value  of
$140,000.




                                      F-26
<PAGE>

                     FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


6.       Common Stock Transactions (continued)
         -------------------------------------

C.       Issuance of Common Stock (continued)

On January 15, 2002, the Company issued  2,072,681  shares of its  unregistered,
restricted  common stock  having a market  value of $518,170 to three  executive
officers and other employees, who are also directors of the Company, and to four
employees.  This  distribution was made to secure the services of these officers
and employee, and to serve as a continuing incentive to remain with the Company.
These shares vest in one year from the date of grant. The Company is recognizing
compensation expense over the one-year period.

On January 10, 2002,  the Company  issued  125,000  shares of its  unregistered,
restricted common stock to two individuals in lieu of cash compensation that had
a market  value of $31,250.  The Company has  included  the market  value of the
shares as compensation expense.


D.       Warrants

In 2002, the Company granted  warrants to purchase  400,000 shares of its common
stock at an exercise  price of $0.25 per share.  The warrants  were granted to a
member  of the  Company's  advisory  board  and to a  member  of  the  Board  of
Directors.  The Company recorded compensation expense of $61,800 in 2002 related
to the grant of these options.

A summary of the Company's outstanding warrants as of June 30, 2003 and 2002, is
presented below:

                                                              Exercise
                                          Shares               Price
                                     -----------------    ---------------
Outstanding at June 30, 2001                 106,667      $        36.56
Cancelled                                    (66,667)              45.00
Issued                                       400,000                0.25
                                     -----------------    ---------------

Outstanding at June 30, 2002                 440,000      $         2.27

Cancelled                                          -                -

Issued                                             -                -
                                     -----------------    ---------------

Outstanding at June 30, 2003                 440,000      $         2.27
                                     =================    ===============

The fair  value of the  warrants  issued in 2002 were  estimated  at the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
weighted-average assumptions: 2002: dividend yield of 0%; expected volatility of
200%; risk-free interest rate of 5.5%, and expected life of 2 years.

The estimated fair value of the warrants granted in 2002 was $0.25 per share.





                                      F-27
<PAGE>

                       FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


6.       Common Stock Transactions (continued)
         -------------------------------------

D. 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.

The  warrants  issued in 2000 to Swartz have a clause  that causes the  exercise
price to be adjusted  down,  based on the quoted share price measured on certain
incremental  measurement  dates.  The  warrants  expire 5 years from the date of
grant.

As of June 30, 2003, the Company has not repriced the warrants due to the market
price of the shares  decreasing,  and is  currently  negotiating  with Swartz to
reach a settlement in regards to the investment agreement.


F.       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 are 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.






                                      F-28
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


7.       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 was 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  and  whose
current  authorized  representative is a family member of Wilfred Shaw. In 2001,
APV advanced to the company  $20,000,  and the loan has an interest  rate of 12%
per annum. In 2002, APV has loaned to the Company an additional $275,000 and the
loans have an interest rate of 12% per annum.  These notes are convertible  into
shares of the company's  common stock.  During the year ended June 30, 2002, APV
converted  $75,000 of these notes into 750,000  shares of the  company's  common
stock.

During the year ended June 30, 2003,  APV advanced to the Company an  additional
$37,000,  and the notes bear an interest  rate of 12% per annum.  As of June 30,
2003,  amounts due to APV are $252,000.  The notes are due on demand and bear an
annual interest rate of 12%.


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:

Mr. Shaw has  $60,000 in  director  fees due from the Company for serving as the
Chairman of the Board of Directors  for the period  prior to June 30, 1998.  The
amount is included in the liabilities for discontinued operations.

Pursuant to the 2002 EORRP,  Mr. Shaw was granted  928,850  shares of restricted
common stock having a market value of $232,212. These shares became fully vested
in January 2003.

C.        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,  the  Company is required to pay $5,000 per month for each month
that Mr. Shaw provides  services to the Company.  Mr. Wilfred Shaw is a majority
owner  of  SharpManagement.com.  As of June  30,  2003,  SharpManagement  is due
$15,000.




                                      F-29
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

C. Sharpmanagement.com, LLC (continued)

In June 2003,  the Company  arranged for the  satisfaction  and discharge of the
amount owed to SharpManagement,  LLC for deferred  compensation in the amount of
$165,000 owed from the Company to SharpManagement, LLC. In consideration for the
satisfaction of the amount,  the Company issued 1,036,584 Shares of Common Stock
to SharpManagement, LLC.


D.       Convertible Notes - Related Party

In 2001, the Company issued $25,000  principal amount of 12% convertible  notes,
which are due on demand after 30 days to a related party, (Tupelo  Investments),
in a private  placement.  The notes are  convertible  into common  shares of the
company at a discount  of 50% from the market  price on the date of  conversion.
The option to convert the notes to common stock is at the discretion of the note
holder.  The  principal  amount of the note is  collateralized  by the company's
investment  in Ridgewood  Capital  Venture Fund. No costs were incurred to issue
the debt.


E.       Notes Payable to Shareholders

In 2001,  Tupelo  Investments,  a shareholder,  advanced to the Company $63,517.
These notes are due on demand and bear an annual interest rate of 12%.


F.       Common Stock Grants to Officers

In January  2002,  the Company  granted to Mr. Wing Yu, CEO,  414,025  shares of
restricted  common stock having a market value of $103,506.  These shares became
fully vested in January 2003.

In January 2002, the Company  granted to Mr. Gurkan Fidan,  Vice President and a
member of the Board of  Directors,  249,879  shares of  restricted  common stock
having a market value of $62,461.  These  shares  became fully vested in January
2003. Mr. Fidan was a minority shareholder in Financial Content, Inc.


8.       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.



                                      F-30
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

A. Legal (continued)

On June 26, 2000, the Company  entered into an investment  agreement with Swartz
Private Equity,  LLC ("Swartz").  According to this  investment  agreement,  the
Company  may,  in its sole  discretion  and  subject  to  certain  restrictions,
periodically  sell shares of its common  stock to Swartz.  The sale of shares is
called a "put".  Under the  investment  agreement,  the Company could sell up to
$20,000,000  of its shares,  contingent  upon the shares'  being  registered  in
accordance  with the  Securities and Exchange Act of 1933, for a period of three
years.  The  investment  agreement  allowed the Company to choose to sell common
stock to Swartz at times  that it  decided  were  advantageous.  The  investment
agreement  was not a debt  instrument.  Any put  exercised by the Company is the
sale of common stock and not a loan.

On August 26,  2001,  the  Investment  Agreement  ("Investment  Agreement")  the
Company  entered into with Swartz Private Equity,  LLC ("Swartz")  automatically
terminated  under its own terms because no  registration  statement (Form S-1 or
SB-2) had been declared effective within one year after the parties executed the
Investment Agreement.  Swartz contacted the Company on July 28, 2003, and Swartz
claimed that the Company is  theoretically  liable to Swartz for the  following:
cash termination fee; late registration and use fees; and an additional  warrant
related to anti-dilution provisions.  The Company is in the process of achieving
a settlement with Swartz regarding this matter,  and expects that the settlement
amount  would be for less than their  claims.  The Company  intends to negotiate
terms that are  agreeable to each party to resolve this matter,  and the Company
has sought the advice of outside counsel regarding Swartz's claims.

The Company has recorded a reserve of $100,000 for these potential damages based
on probable outcome of these matters.


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 Company leases the facility under a 38-month agreement
that terminates on July 31, 2005. All operations  including system  development,
control,  and  maintenance  are now  performed at this  facility.  The aggregate
future rental rates are:

                               Year Ending June 30,

                               2004                 $      52,146
                               2005                        55,728
                               2006                         4,644
                                                    ----------------

                                                    $     112,518
                                                    ================


For the years  ended  June 30,  2003 and 2002,  rent  expense  was  $51,802  and
$54,013, respectively.



                                      F-31
<PAGE>

                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


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

C.       Equipment Leases

The Company is currently in default under  non-cancelable  lease  agreements for
its  office  equipment  (e.g.,  computer  equipment).  Management  is  currently
attempting to achieve a settlement  with these vendors.  The Company has removed
the underlying  assets but maintains a reserve of $9,762 for settlement of these
liabilities.


9.       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.

In view of these matters, management believes that actions presently being taken
to expand the  Company's  operations  and to continue its  web-site  development
activity provide the opportunity for the Company to return to 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  raised  additional  capital during the year, and is currently in the
process of negotiating additional equity financing with potential investors. The
Company  has raised  additional  capital  through  the sale of common  stock and
issuance of debt  subsequent to June 30, 2003.  The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


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

Issuance of Preferred Stock

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 Financial  Content'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,  Financial  Content gave CNET  $175,000.00  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.





                                      F-32
<PAGE>

                      FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2003 AND 2002


10.      Subsequent Events (continued)
         -----------------------------

Issuance of Preferred Stock (continued)

Under the terms of the  transaction,  Financial  Content  will also  license 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.

Under a private  placement  memorandum dated May 29, 2003, the Company issued on
July 31, 2003,  1,033,355  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 and have piggy-back registration rights.

Under a private  placement  memorandum  dated July 31, 2003,  that has still not
closed,  the Company has received  signed  subscription  agreements to acquire a
total of 584,666 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 and have piggy-back  registration
rights.





                                      F-33