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

                                  FORM 10-KSB/A
                                 ---------------

(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, 2005

[   ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 or 15(d) OF THE  SECURITIES
    EXCHANGE ACT OF 1934.
                  For the transition period from _____ to _____

                         Commission files 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)

     Indicate by check mark 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 [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405  Regulation  S-B is not contained  herein,  and no  disclosure  will be

<PAGE>

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.  [ ]

         The issuer's revenues for its most recent fiscal year: $1,275,899

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
September 9, 2004 approximated $3.3 million.

         The total number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 10,469,276.

         Documents incorporated by reference: None

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

                                     PART I

Item 1.  Description of Business

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

Through the auspices of our wholly owned subsidiary,  FinancialContent Services,
Inc. ("FinancialContent  Services"),  FinancialContent,  Inc. (the "Company" and
"FinancialContent")  provides a turnkey  content  management and delivery system
that  streamlines the process of aggregating  and  integrating  content into any
platform.

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  including  stock quotes,  company news,  SEC filings,  company
profiles, economic data, import/export data, interest rates, treasury summaries,
currency data, and more.

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.

The Technology:

The FinancialContent  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.
                                      -2-
<PAGE>

We aggregate  content from  multiple  sources and  normalize  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  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.) On June 8, 2005, we announced the imminent launch of Studio 5.0, the
next  generation of the Company's  flagship  content  management and integration
platform.  The Standard  Package of financial data and tools will be expanded to
include improved charting  capabilities,  information on  exchange-traded  funds
(ETFs), full balance sheet and income data, coverage of financial blogs, and new
economic datasets. In addition, Studio 5.0 will offer the following features:

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

Competition

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

Content Partnerships:

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

Customer Base:

The client base represents a cross-section of many online businesses,  including
corporations,  financial services companies, and new media publishers, including
the following notable companies:
                                      -3-
<PAGE>

     o    Adaptec - storage access solution provider
     o    Adobe Europe - imaging software developer
     o    Advest - financial services
     o    Bayer Corporation - health care and chemicals group
     o    Biospace - Research firm for pharmaceuticals industry
     o    Boston Globe - media company
     o    Cablevision/Optonline - broadband telecommunications company
     o    Capital Fulfillment Group - financial services marketing firm
     o    Career Innovations - bioscience portal
     o    Cinapsys - online investor relations firm
     o    CNET Networks, Inc. - online portal
     o    Crain  Communications,  Inc. - media  group o Earl G.  Graves,  Ltd. -
          print and online media company
     o    Entrust Capital - investment bank
     o    Equity Analysis - financial research firm
     o    eMap - European publisher and media company
     o    1st Discount Brokers - financial services company
     o    4INFO - wireless service provider
     o    Friedman Billings Ramsey - investment bank
     o    Gay Financial Network - online financial portal
     o    Genworth  Financial  -  financial  services  company
     o    GTC Telecom - telecommunications company
     o    Houston  Chronicle - online media  company  Interactive  Taxi - mobile
          interactive kiosk provider
     o    Investopedia, Inc - online investor education
     o    Market Wire - wire service
     o    Media News Group - media company
     o    Ogangi - wireless service provider
     o    Quepasa.com - Spanish-language online portal
     o    PennWell Corporation - print and online trade publications
     o    Phoenix Newspapers - media group
     o    PR Newswire - wire service
     o    The Red Herring - print and online media company
     o    Rohm & Haas - chemical company
     o    San Francisco Chronicle - online and print media company
     o    Scripp's - publisher and media company
     o    ValueRich - high net-worth lifestyle magazine
     o    Viacom  Television  Stations  Group - media  company
     o    Viavid - online investor relations firm
     o    WR Hambrecht - investment bank

Employees

FinancialContent currently employs fourteen full time employees.

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

FinancialContent is a Delaware corporation formed on October 15, 1996.

Prior to 2001,  FinancialContent was an accelerator/incubator that developed and
acquired   Internet   companies.   On  May  10,   2000,   the   Company   formed
FinancialContent   Services   in  the   State  of   Delaware   under   the  name
FinancialContent.com,  Inc. 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 its outset,  FinancialContent

                                      -4-
<PAGE>

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  data and news from  FinancialContent
Services.  In  February  of  2001,   FinancialContent   Services  announced  the
commercial  launch of its Version  2.0  software  program  and began  converting
existing  clients  to the paid  service  and as well as  soliciting  new  paying
clients.

With the early successes of FinancialContent  Services, the Company discontinued
its   accelerator   incubator   operations   and   concentrated   on  developing
FinancialContent   Services.   Under   the   tutelage   and   support   of   the
FinancialContent,  FinancialContent  Services  has  emerged  as is  one  of  the
industry's  fastest growing  providers of financial data and tools.  The Company
now delivers  comprehensive  solutions for web,  wireless and print clients that
includes  over 75  different  datasets.  The  Company  has turned the process of
content aggregation and delivery into a sleek, turnkey subscription service.

During the year ended June 30, 2005, our most significant business  developments
included:

     o    We announced the imminent launch of Studio 5.0, the next generation of
          the Company's flagship content management and integration platform;
     o    We reached an agreement with Viacom Television  Stations Digital Media
          Group Partners to deliver financial data and business  applications to
          Viacom's CBS station websites;
     o    We  switched  to Telekurs  Financial  as our primary  source of global
          streaming  market  data to  power  financial  solutions  for our  Web,
          intranet,  wireless  and  print  customers;
     o    We surpassed the 400 deployment mark,  securing our position among the
          top financial content solution providers; and
     o    We added Quepasa.com,  SmallCapVoce.com,  4INFO, Interactive Taxi, and
          1st Discount Brokerage to our client base.

Item  2. Description of Property

In June 2002, the Company's  principal  executive  offices  relocated to a 2,903
square  foot  facility  at 400 Oyster  Point  Boulevard,  Suite  435,  South San
Francisco,  CA 94080. The initial 38-month term of the lease expired on July 31,
2005. The Company currently leases the facility under a 6-month extension of the
original agreement that terminates on January 31, 2006. All operations including
system development,  control and maintenance are now performed at this facility.
Our current rent is $4,644.80 per month.

In  December  2003,  we leased a sales  office  in New York City for an  initial
six-month  term that  converted  to month to month  thereafter.  In January 2005
after  temporarily  closing the office we negotiated a one-year  extension  that
will terminate on December 31, 2005 which is being paid against a $3,000 advance
plus overhead charges.

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

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

Item  3. Legal Proceedings

The Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of operations, including claims

                                      -5-
<PAGE>

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

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

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

None.

                                     PART II

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

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


Fiscal Year Ending June 2004                            LOW         HIGH
                                                       =====       =====
Quarter Ending September 30, 2003                        .39        2.00
-------------------------------------------            -----       -----
Quarter Ending December 31, 2003                         .93        1.35
-------------------------------------------            -----       -----
Quarter Ending March 31, 2004                            .83        1.13
-------------------------------------------            -----       -----
Quarter Ending June 30, 2004                            1.03        1.90
-------------------------------------------            -----       -----

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


As of June 30, 2004,  there were  approximately  234  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.

                                      -6-
<PAGE>
<TABLE>
<CAPTION>
Equity Compensation Plan Information.

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

<S>                                         <C>                            <C>                             <C>
                                                      (a)                             (b)                            (c)

------------------------------              ----------------------------    ---------------------------    -------------------------

Equity compensation plans                            100,000                         45.91                              0
approved by security holders
------------------------------              ----------------------------    ---------------------------    -------------------------

Equity compensation plans not                      5,000,000                         n/a                          2,802,319
approved by security holders
                                                   2,700,000                         1.30                           215,000

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


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

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

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

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

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

                                      -7-
<PAGE>

During the fiscal year ended June 30, 2004, the Company issued  securities using
the exemptions available under the Securities Act of 1933 including unregistered
sales made  pursuant  to Section  4(2) of the  Securities  Act of 1933:  200,000
shares of our common  stock were  issued to an advisor  upon the  exercise  of a
warrant  at $0.25 per  share;  35,000  shares of our  Series C  preferred  stock
purchased at $0.75 per share were  converted to our common stock on a one-to-one
basis;  we issued a warrant to an advisor to purchase at $0.75 per share 350,000
shares of our common stock;  190,549 shares of common stock were issued upon the
cash-less exercise of a warrant at $0.30 per share; 100,000 shares of our common
stock were  issued to an  advisor  upon the  exercise  of a warrant at $0.30 per
share; we issued a warrant to an advisor to purchase at $0.750 per share 100,000
shares of our common  stock;  we issued a warrant  to our  outside  director  to
purchase at $0.75 per share 382,000 shares of our common stock. Additionally, we
issued  2,164,910  shares of our newly created  Series A  convertible  preferred
stock to CNET  Networks,  Inc.,  as well as  75,000  additional  Series A shares
pursuant to the Series A shares anti-dilution  protections;  we issued 1,033,334
shares of our newly created Series B convertible  preferred  stock to accredited
investors;  we issued  1,336,334  shares of our Series C  convertible  preferred
stock to accredited  investors;  and we issued  4,000,000 shares of our Series D
preferred shares to Wilfred Shaw and Wing Yu.

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.

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

Results of Operations

We have  incurred net losses and negative  cash flows from  operations.  For the
year  ended  June 30,  2005,  we had a net loss from  continuing  operations  of
$915,952 However,  barring any unforeseen events or expenses,  we believe that
the continuing  pace of adding new clients will make us cash flow positive on an
operational basis commencing at the end of our second fiscal quarter and through
the remainder of our upcoming fiscal year.

Results of Operations for the fiscal years ended June 30, 2005 and 2004

Gross Revenues increased from approximately  $985,335 in the year ended June 30,
2004 to  $1,275,899  in the year ended June 30, 2005, an increase in revenues of
$290,564  (29.5%).  In the years ended June 30, 2004 and 2005, all of our income
was from subscription based fees and customization  charges. We recognize income
from   FinancialContent   Service's   monthly   subscription   based   fees  and
customization charges upon collection. Fees received are amortized over the term
of the service  contract on a straight line basis.  Fees  received  prior to the
delivery  of service  are  recorded  as  deferred  revenue.  Cash based  revenue
increased  from  $920,460 in the year ended June 30, 2004,  to $1,145,569 in the
year ended June 30, 2005,  an increase of $225,109  (24.5%).  Non-cash  revenues
related to services provided in barter for advertising  services  increased from
$64,875 in the year ended June 30, 2004,  to $130,330 in the year ended June 30,
2005, an increase of $65,455 (100.9%).

Cost of revenues.  Cost of revenues increased from approximately $135,018 in the
year ended  June 30,  2004 to  $279,259  in the year  ended  June 30,  2005,  an
increase in cost of revenues of $144,241 or 106.8%. We have negotiated contracts
with our  content  providers  such  that we are able to add  clients  without  a
corresponding increase in our content acquisition costs. However, as we grow our
client  base we have  increased  costs  related  to adding new  website  content
necessary to attract a wider range of clients as well as the associated increase
in bandwidth traffic. In the year ended June 30, 2005, we added new content at a
cost of $64,399 and our bandwidth  needs  resulted in our spending an additional
$28,500 in bandwidth fees over the prior year.

                                      -8-
<PAGE>

General and  Administrative.  General and  administrative  expenses decreased to
$1,513,042  for the year ended June 30, 2005 from  $2,020,637 for the year ended
June 30, 2004, a decrease of $507,595 or 25.1%.  This  decrease is primarily the
result of how we expensed our stock based compensation between the two years. We
expensed only $366,938 out of the $887,000 of the stock based  compensation  for
consulting  and other  services  provided to the Company for the year ended June
30, 2005,  as $521,000 of the stock based  compensation  issued  during the year
ended  June  30,  2005 is  recorded  as  subscription  receivable  and is  being
amortized over three years. Comparatively, we expensed 100% of the $1,078,000 in
stock based compensation issued during the year ended June 30, 2004. In order to
best utilize our available cash, we have used stock based compensation to obtain
the services  needed to achieve our  business  growth  objectives.  We have used
consultants to assist us with  strategic  marketing  directives.  Aside from the
stock based compensation, our general and administrative expenses have generally
increased  including an increase of payroll  expense of  approximately  $110,932
(24.1%) from approximately $460,972 for the year ended June 30, 2004 to $571,904
for the year  ended  June  30,  2005,  an  increase  in  commission  expense  of
approximately $37,006 (67.9%) from approximately $54,533 for the year ended June
30,  2004 to  $91,539  for the year  ended  June 30,  2005,  and a  decrease  in
non-barter   advertising   expense  of   approximately   $9,682   (54.1%)   from
approximately  $17,894  for the year ended June 30,  2004 to $8,212 for the year
ended June 30, 2005.  Advertising  expense from bartered services increased from
$64,875 in the year ended June 30,  2004 to  $130,330 in the year ended June 30,
2005, an increase of $65,455 (100.9%).

Depreciation and amortization.  Depreciation and amortization expenses decreased
to  approximately  $213,380 for the year ended June 30, 2005 from  approximately
$330,803 for the year ended June 30, 2004, a decrease of $117,423 or 35.5%.  The
primary reason for this decrease is the amortization of the contracts  purchased
from CNET  Networks,  Inc. in July of 2003 which we have  valued at  $1,039,146.
Originally,  the contracts we purchased were being amortized over a three period
based on our expectations of retention of these contracts.  However, in the year
ended June 30,  2005,  the  company  changed the period of  amortization  on the
contract rights acquired from CNET Networks, Inc. from 3 to 5 years based on the
Company's  review of the  projected  lives of the contracts and on the Company's
retention of 75% of those contracts acquired.  As a result,  amortization of the
contract  decreased  from  $303,846 in the year ended June 30, 2004, to $183,825
for the year ended June 30, 2005, a decrease of $120,021 or 39.5%.  Depreciation
of property  and  equipment  increased  slightly from $26,957 in  the year ended
June 30,  2004,  to $29,555  for the year ended June 30,  2005,  an  increase of
$52,598 or 9.6%.  Generally,  property and equipment are being  depreciated over
the estimated useful life of the related assets,  generally three to seven years
using the straight-line method.

Business  development:  Business  development  expenses increased from $7,673 in
2004 to $24,355 in 2005,  an increase of $16,682  (217.4%).  This  increase  was
primarily  due to an increase in the  Company's  participation  in trade  shows.
Trade  show  expenses  increased  from  $6,488 in 2004 to  $20,221  in 2005,  an
increase of $13,733  (211.7%).  Licensing  fees  increased  from $750 in 2004 to
$3,000 in 2005, an increase of $2,250 (300%).

Other income (expense).  Net other income (expense) was approximately ($173,361)
for the year ended June 30, 2004 as compared to net other  income of $53,322 for
the year ended June 30, 2005, a decrease of $226,683 (130.8%).  Interest expense
decreased  from  $72,061  in 2004 to $6,948 in 2005,  a  decrease  of $65,113 or
90.4%.   This  decrease  was  due  to  the  fact  that  the  Company  had  fewer
interest-bearing  notes  and for a shorter  time in 2005  than in 2004.  The net
other income  (expense)  for the year 2004 was the result of the increase of the
loss on the termination of the Swartz investment  agreement of $146,000 from the
prior  year.  The  estimated  reserve  from  prior  years  for  the  loss on the
termination  of the Swartz  investment  agreement  was  $100,000,  and the final
settlement  was for  $246,000.  This  settlement  was  unique to 2004 and has no
counterpart in 2005.

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, 2005,
we  had   approximately   $17,142  of  cash,  cash  equivalents  and  short-term


                                      -9-
<PAGE>
investments,  and working  capital  deficit of  $598,862. The  working  capital
deficit increased by $356,068 (146.7%) from the previous fiscal year as a result
of the  Company  borrowing  $218,100  from a related  party and an  increase  in
management fees of $88,708.

Net cash used in operating activities was ($168,332) for the year ended June 30,
2005  compared to  ($794,233)  for the year ended June 30,  2004.  Net loss from
operating  activities for the year ended June 30, 2005 was $866,409  compared to
$1,636,226  for the same period ended 2004.  The decreased loss in net cash used
in operating activities of operating losses of $625,901 (78.8%) is primarily the
result of using the cash proceeds  from the sale of our  preferred  stock to pay
our liabilities  during the year ended June 30, 2004 to reduce accounts  payable
by  $81,639,  payroll tax  liabilities  by  $218,102,  accrued  liabilities  and
expenses by $88,932, and accrued interest by $86,440.

Net  cash  used in  investing  activities  decreased  from  $237,469  in 2004 to
$27,719,  a decrease  of $209,750  (88.3%).  For the year ended June 30, 2005 we
purchased  equipment  totaling  $27,719.  For the year ended June 30, 2004,  our
investing activities consisted of the following: $175,000 in cash to CNET, Inc.,
for purchasing certain contracts, and $62,469 for purchase of new equipment. The
acquisition  of the Cnet  contracts  were  considered to be a key for our future
growth.  The  acquisition of these  contracts has increased our overall  revenue
significantly.

For the year ended June 30, 2004,  we generated  net cash  provided by financing
activities  of  $1,034,475.  For the year ended June 30, 2005,  we generated net
cash provided by financing activities of $199,487.  Financing activities for the
period ended 2005 were primarily a result of advances from related  parties.  We
generated  cash for the period  ended  2004  primarily  through  the sale of our
series B and C convertible preferred stock.

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

Based on annualized  first quarter 2005-06 results with organic growth projected
at 30%, we project the following income and expenses over the next 12 months:


Operating Revenue                                   2,192,871

Cost of Sales                                         367,885
                                                    -------------
Gross Operating Profit                              1,824,986

Selling, General & Administrative Expense           1,351,165

Management Fees                                       120,000

Consultant Expense - Stock Issuance                   201,400

Research & Development Expense                         29,547
                                                    -------------
EBITDA - Op Inc Before Depreciation                   122,874

Depreciation / Amortization                           228,110
                                                    -------------
Operating Profit (Loss) After Depreciation           (105,236)
<PAGE>

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

Going Concern

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

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

We have  previously  relied on equity and debt financing to fund operations from
related parties.  For the year ended June 30, 2004, we raised $1,312,250 through
the sale of our Series B and  Series C  convertible  preferred  stock as well as
raising $80,000 from individuals exercising warrants issued by the Company.

Contingencies

From time to time,  we are subject to  proceedings,  lawsuits  and other  claims
related to labor and other matters.  We are required to assess the likelihood of
any adverse  judgments or outcomes to these  contingencies  as well as potential

                                      -10-
<PAGE>
ranges  of  probable  losses  and  establish   reserves   accordingly.   We  use
professional judgment, legal advice, and estimates in the assessment of outcomes
of contingencies.  The amounts of reserve required, if any, may change in future
periods  due to new  developments  in each  matter or changes in  approach  to a
matter such as a change in settlement strategy.

Recent Accounting Pronouncements

In 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.  We do not  expect  the  adoption  of SFAS 149 to have a material
impact on the Company's financial position, cash flows or results of operations.

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. We do
not expect the adoption of SFAS 150 to have a material  impact on the  Company's
financial position, cash flows or results of operations.

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

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

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

These  forward-looking  statements  are made only as of the date of this report,
and  we  undertake  no  obligation  to  publicly   update  any   forward-looking
statements, whether as a result of new information,  future events or otherwise.
You are advised,  however, to consult any further disclosures we make on related
subjects in our 10-QSB and 8-K reports to the SEC. Also note that we provide the

                                      -11-
<PAGE>

following cautionary discussion of risks,  uncertainties and possibly inaccurate
assumptions  relevant to our  businesses.  These are factors that we think could
cause our actual  results to differ  materially  from  expected  and  historical
results. Other factors besides those listed here could also adversely affect us.
This  discussion is provided as permitted by the Private  Securities  Litigation
Reform Act of 1995.

Risk Factors

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

We have a limited operating history

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

We are not currently profitable

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

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

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

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

The market for financial information services experiences continual change. This
makes it difficult to predict demand and market acceptance for our products.  We
cannot  guarantee that the market for our products will grow,  that our products
will become widely accepted, or our clients will accept our new products, and if
not, our future  financial  results will be adversely  affected.  A  significant
increase in the number of customers  and  development  of new product  offerings
could also require the  expenditure of significant  amounts of money,  time, and
other resources. This could strain our personnel and financial resources.

Dependence upon information partners

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

                                      -12-
<PAGE>

Protection of intellectual property

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

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

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

We may experience significant variability in our operating results

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

Causes of such fluctuations may include, among other factors:

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

In addition,  a  substantial  portion of our  expenses,  including  most product
development  and selling and  marketing  expenses must be incurred in advance of
revenue  generation.  If our projected  revenue does not meet our  expectations,
then we are likely to  experience  an even  larger  shortfall  in its  operating
profit (loss) relative to expectations.

Competition

The financial information services industry is intensely  competitive.  Based on
reported  operating  results,  industry  reports  and other  publicly  available
information,  we believe  that many of our  existing  competitors,  as well as a
number of prospective competitors, have longer operating histories, greater name
recognition,   larger  customer  bases  and  significantly   greater  financial,

                                      -13-
<PAGE>

technical and marketing  resources than we do. As a result,  our competitors may
be able to respond more quickly to new or emerging  technologies  and changes in
user requirements, or to devote greater resources to the development, promotion,
and sale of their products than we are capable of doing.  These  competitors may
be able to undertake more extensive marketing  campaigns,  adopt more aggressive
pricing  policies,  and make  more  attractive  offers to  potential  employees,
customers,  and information providers. Our competitors also may develop products
that are equal or  superior  to our  products  or that  achieve  greater  market
acceptance than our products.

Dependence on key personnel

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

Competition for qualified personnel

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

The Company may be unable to manage growth

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

Government regulation and legal uncertainties

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

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

                                      -14-
<PAGE>
Increased government  regulation,  or the application of existing laws to online
activities, could:

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

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

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

Potential legal liabilities for distributing information

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

Interruption of our service

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

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

The Company is seeking to further  increase its client  base.  This will lead to
increased usage and increased demands on the Company's online architecture.  Any
downtime or slow  response  times as a result of inadequate  infrastructure  may
damage the Company's  reputation and make it more difficult to maintain existing
clients and attract new clients.
                                      -15-
<PAGE>

Risk of software failures

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

Control by principal unit holders, executive officers and managers

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

The price of our common stock is subject to wide fluctuation

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

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

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

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

We have a substantial number of shares of common stock

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

                                      -16-
<PAGE>

Ownership of our common stock is concentrated in a small group

As of June 30, 2004,  67.42 percent of our  outstanding  common stock is held by
eight stockholders.  Wilfred Shaw, our chairman of the board or directors, holds
35.23 percent of our outstanding common stock. The concentration of ownership of
our common stock may delay, prevent or deter a change in control,  could deprive
other stockholders of an opportunity to receive a premium for their common stock
as part of a sale of the  Company  or its assets  and may  adversely  affect the
market price of our common stock. Also, these stockholders can exert significant
control over actions  requiring  the approval of a majority of the voting stock,
including  amendments to our charter.  Commercial and other transactions between
us, on the one hand, and the directors,  officers and major  stockholders of the
Company and their  affiliates,  on the other,  create  potential for conflicting
interests.

Item  7.  Financial Statements

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


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

Not applicable

Item 8A. Controls and Procedures.

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

Limitations on the Effectiveness of Internal Controls

Disclosure controls and procedures, no matter how well designed and implemented,
can provide  only  reasonable  assurance  of  achieving  an entity's  disclosure
objectives.   The  likelihood  of  achieving  such  objectives  is  affected  by
limitations  inherent in disclosure  controls and procedures.  These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal  control can occur  because of human  failures such as simple errors or
mistakes or intentional circumvention of the established process.

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

In February  2006,  the Company  remediated  the  material  weakness in internal
control  over  financial  reporting  by having its CEO in  addition to its Chief
Financial  Officer review in detail all  adjustments  affecting the issuances of
convertible securities.
                                    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              35      Chairman and CSO                      1996
Owen M. Naccarato         56      Director                              1999
Wing Yu                   36      Director and CEO                      2000
Dave Neville              42      President and General Counsel         2000
Gregg Fidan               29      Director                              2001

Wilfred  Shaw is our  Chief  Strategy  Officer  and  Chairman  of our  Board  of
Directors.  Previously,  he served as the company's Chief Executive  Officer for
approximately 5 years. As the Chief  Executive  Officer,  he was responsible for
the incubating and investing in numerous specialty  technology  startups such as
FinancialContent  Services,  Inc.  Earlier in his career,  Mr. Shaw was the Vice
President of Business  Development at Intertech  Group, a conglomerate  of small
companies  based  in  Asia.  He  also  worked  as  Vice  President  of  Business

                                      -17-
<PAGE>

Development for IG  International,  Inc., a pharmaceutical  company based in the
San Francisco Bay Area. Mr. Shaw has served on the Boards of Advisors of several
private  investment  and  technology  companies  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 in
exchange for $10,000.00 per month.

Wing Yu is our Chief Executive  Officer and one of our four directors.  Prior to
this position,  Mr. Yu was the Chief Operating Officer 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,  Mr. 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. Mr. Yu holds a Bachelor of
Arts in  History  from  Occidental  College,  and a  Masters  in Arts  degree in
Instructional Technology. Mr. Yu's annual salary is currently $110,000.00.

Owen Naccarato is one of our directors. Mr. Naccarato has held various operating
positions,  including  Chief Financial  Officer for Bikers Dream,  Inc. A NASDAQ
traded  motorcycle   assembler  and  parts  distributor,   and  divisional  vice
president/controller  for Baxter  Healthcare,  Inc.,  a NYSE traded  health care
manufacturer  and  distributor.  Mr.  Naccarato is a licensed  attorney and is a
member of the California  State Bar  Association.  He is also a Certified Public
Accountant.  We have  granted Mr.  Naccarato a warrant to purchase up to 380,000
shares at $0.75 per share.

Gregg Fidan is our former Vice President of Product  Development  and one of our
directors.  In March of 2005 he resigned as an employee of the  Company.  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.

Dave Neville is our President and General  Counsel.  Mr.  Neville is responsible
for the  Company's  corporate  operations  and  financing  activities.  Prior to
joining  FinancialContent,  Mr.  Neville  practiced  law in San  Francisco.  His
experience  spans  the areas of  corporate  governance,  tax  laws,  securities,
employment and investor  relations.  He has worked  extensively with private and
publicly-traded  companies in the financial  services  industry.  Mr.  Neville's
annual salary is currently $67,200.00.

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

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

                                      -18-
<PAGE>
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,  4 reports;  Gregg Fidan, 5 reports,  Wing Yu, 4 reports,  Wilfred
Shaw,  5 reports,  and Mark  Dierolf,  4 reports.  These  reports  relate to the
granting of stock under the Company's  2002  Employee and Officer  Retention and
Recognition  Plan,  and the  Company's  2004 Stock  Option  Plan.  Asia  Pacific
Ventures,  2 has failed to file timely  reports  related to converting  notes to
equity. Owen Naccarato,  5 reports related to the granting of warrants.  CNET, 2
reports  related  to its  acquisition  of the  Company's  Series  A  convertible
preferred stock.

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, Chief Strategy Officer and President during such period.
<TABLE>
<CAPTION>
                                                 Summary Compensation Table

Summary Compensation Table
Executive  Compensation:

--------------------------------------------- ---------------------------------------------------------------------------
                                                                          Long-term Compensation
Annual 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          2005     $81,232      0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wing Yu, CEO          2004     $87,000      $500       $1,040,000(1)      0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wing Yu, COO/CEO      2003     $72,000      0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- --------
Wilfred Shaw, CSO     2005     0            0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wilfred Shaw, CSO     2004     0            0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Wilfred Shaw, CEO/CSO 2003     $165,000(3)  0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Dave Neville, Pres/GC 2005     $63,600      0          $48,000(2 )        0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Dave Neville, GC      2004     $68,400      $500       $480,000(1)        0     0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
Dave Neville, GC      2003     $63,600      0          0                  0               0          0          0
--------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- ---------
</TABLE>

(1) Shares granted pursuant to 2004 Stock Option Plan ("Plan").  Values based on
value of Company's common stock on June 30, 2004 of $1.60, without reduction for
$1.30 exercise price. Shares issued under Plan are categorized under one of four
vesting  schedules;  in equal amounts quarterly over the next 12 quarters;  upon
reaching  certain  corporate  milestones;  upon the  discretion  of the board of
directors;  and upon listing on a senior exchange. Upon vesting, shares shall be
listed under LTIP payouts  column  pursuant to paragraph  (b)(2)(iv)(A)  of Item
402. Upon approval of 2004 Stock Option Plan by the Company's shareholders, said
shares shall be registered shares under Form S-8. (2) Shares granted pursuant to
the Plan.  Values  based on the value of the  Company's  common stock on June 1,
2005 of $0.96.  (3) Paid in stock for  services  provided  from  January 1, 2001
though March 31, 2003.
                                      -19-
<PAGE>

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

Wilfred  Shaw:  Under  the  original  terms  of the  Management  and  Consulting
Agreement  effective  May 17,  2000  executed  by and  between  the  Company and
Sharpmanagement.com,  LLC ("SharpManagement"),  the Company paid SharpManagement
$15,000  per month to secure the  services of Mr.  Shaw as the  Company's  Chief
Executive Officer.  Effective April 1, 2001, payments were reduced to $5,000 per
month and Mr. Shaw became the Company's Chief Strategy Officer.  Mr. Shaw is the
managing and sole member of SharpManagement. The Company issued 1,036,584 shares
of its common stock as payment under the  Consulting  and  Management  Agreement
valued at $165,000 for services  provided from January 1, 2001 through March 31,
2003. SharpManagement has not received any cash or equity compensation under the
Management and Consulting  Agreement for services provided after March 31, 2004.
The Company has executed another  agreement with  SharpManagement  for obtaining
Wilfred  Shaw's  services,  which is effective  January 1, 2005. The Company has
accrued $5,000 per month for services  rendered to the Company by Mr. Shaw prior
to January 1, 2005, and $10,000 per month for services rendered after such date.

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

Thomas  McAleer  began  working  with the Company as an  independent  contractor
during the fiscal year ended June 30, 2003 rendering services generally provided
by a CFO or  controller.  In  August  2004 he was  hired by the  company  as its
controller and currently receives an annual salary is $56,400.

Dave  Neville:  Mr.  Neville was  promoted to general  counsel of the Company in
December  2000.  In February  2003, he also became the President of the Company.
Mr. Neville's current annual salary is $63,600.

Compensation of Directors:

Except as set forth below,  directors receive no remuneration for their services
as directors at this time. In March 2002, we issued a warrant to Owen  Naccarato
to purchase  200,000  shares of common  stock at an exercise  price of $0.25 per
share.  This  warrant  expired by its own terms in May 2004.  In June 2004,  the
Company issued a new two year warrant to Mr. Naccarato to purchase up to 382,000
shares of our  common  stock at $0.75 per  share.  The  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, 2005 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.

                                      -20-
<PAGE>
<TABLE>
<CAPTION>
Title of Class    Name and Address            Shares Beneficially   Percent (2)(3)
of Class (1)                                  Owned (1)
--------------------------------------------------------------------------------
<S>               <C>                                 <C>                  <C>
Class A Common    Wing Yu                             460,295(4)           3.13%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Wilfred Shaw(5)(6)                   3,629,765(6)         24.68%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Asian Pacific Ventures             1,066,667            7.25%
                  Suite 13, 16th Floor
                  Kinwick Center,
                  32 Hollywood Road
                  Central Hong Kong, H.K.
--------------------------------------------------------------------------------
Class A Common    Gregg Fidan                             838,557         5.70%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Dave Neville                            218,109(7)      1.48%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Owen Naccarato                          382,000(8)      2.58%
                  77 Eagle Creek
                  Irvine, CA 92618
--------------------------------------------------------------------------------
Class A Common    Mark Dierolf                            620,175(9)      4.22%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common (6)CNET Networks, Inc.                   2,239,910(10)    15.23%
                  235 Second Street
                  San Francisco, CA 94105
--------------------------------------------------------------------------------
Thomas McAleer    Thomas McAleer                           62,500(11)     0.04%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Officers and Directors                6,212,101(5)     42.23%
                  as a Group ( persons)
--------------------------------------------------------------------------------
</TABLE>
                                      -21-
<PAGE>
(1) A person is  deemed to be the  beneficial  owner of  securities  that can be
acquired by such person  within 60 days from the date of this annual report upon
the  exercise of options or  warrants,  or the  conversion  of on the  Company's
series of  convertible  preferred  stock.  Each  beneficial  owner's  percentage
ownership is  determined  by assuming  that  options or warrants or  convertible
preferred stock that are held by such person and which are exercisable within 60
days of the date of this annual  report have been  exercised.  Unless  otherwise
indicated,  we  believe  that all  persons  named in the table have or will have
voting  and  investment  power  with  respect  to all  shares  of  common  stock
beneficially owned by them.
(2)  These  percentages  are  based  upon  14,610,019   calculated  as  follows:
10,369,276  shares of our  common  stock  outstanding  as of June 30,  2004 plus
4,240,743 shares which are exercisabe  within 60 days of the date of this annual
report are assumed  exercised.
(3) Does not include the 4,000,000  shares of the  Company's  Series D preferred
stock  issued to Wilfred  Shaw and Wing Yu.  Each  holder of Series D  Preferred
Stock shall be entitled to vote on all matters  that the holders of Common Stock
vote upon.  The holders of the Series D Preferred  Stock and Common  Stock shall
vote together as a single class on all such matters. The holders of the Series D
Preferred Shares shall be entitled to 10 votes of Common Stock for each share of
Series D Preferred Stock voted.
(4)  33,333  of  the  460,275  shares  included  represents  shares  vested  and
exercisable within the next 60 days under a stock option plan.
(5) Does not  include  shares  beneficially  owned by Asia  Pacific  Venture,  a
related party to Wilfred Shaw.
(6) 1,400,000 of the 3,629,765 shares included may be acquired from the exercise
of a warrant within the next 60 days.
(7)  62,500  of  the  218,109  shares  included  represents  shares  vested  and
exercisable within the next 60 days under a stock option plan.
(8)  Represents  a warrant to purchase  shares of our common  stock at $0.75 per
share that may be exercised within the next 60 days.
(9)  62,500  of  the  620,175 shares  included   represents  shares  vested  and
exercisable within the next 60 days under a stock option plan.
(10)  Represents  2,239,910  shares of our Series a convertible  preferred stock
held by CNET Networks,  Inc. which shares are  convertible  upon the election of
the holder on a one to one basis.
(11) Represents  shares vested and  exercisable  within the next 60 days under a
stock option plan.

Item  12. Certain Relationships and Related Transactions.

A.       Asia Pacific Ventures

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

During the year ended June 30, 2005, APV advanced $218,100 to the Company. As of
June 30, 2005, APV is owed $218,100, not inclusive of interest.  During the year
ended June 30, 2004, APV advanced $22,000 to the Company, and the Company repaid
all advances and interest to APV.


B.       Wilfred Shaw

The Company has received  advances from Wilfred Shaw, and these advances bear an
interest  rate of 12% per annum.  During the year ended June 30,  2005,  Wilfred
Shaw advanced $52,250 to the Company.  As of June 30, 2005, Wilfred Shaw is owed
$330 in interest on these advances, which were repaid in full during the year.

                                      -22-
<PAGE>

C.       Wing Yu

The Company  has  received  advances  from Wing Yu, and these  advances  bear no
interest.  During the year ended June 30, 2005, Wing Yu advanced  $38,184 to the
Company.  As of June 30, 2005,  Wing Yu is owed $4,184.  The Company's  Accounts
Payable included $29,722 of expense reimbursements due to Mr. Yu.


D. Sharpmanagement.com, LLC

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract,  as amended effective January 1, 2005, the Company is required to
pay  $10,000  per month for each month that Mr.  Shaw  provides  services to the
Company. Mr. Wilfred Shaw is a majority owner of SharpManagement.com. As of June
30, 2005, SharpManagement was due $124,892.


E.       Tupelo Investments

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. The notes were fully repaid in 2004.

In 2001,  Tupelo  Investments,  a shareholder,  advanced to the Company $63,517.
These notes were due on demand and bore an annual  interest  rate of 12%.  These
notes were repaid in 2004.


Item  13.  Exhibits and Reports on Form 8-K

Exhibits

 (10)       10.45        Employment  agreement dated August 10, 2004 between the
                         Company and Thomas McAleer, attached hereto.

 (14)       14.1         Code of Ethics, attached hereto.

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

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

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

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


(b) Reports on Form 8-K:

On January 11, 2005,  the Company  filed a Form 8-K  disclosing  under item 8.01
that it had agreed to license its newly developed Intra-day Momentum Value (IMV)
1.0 software  under which the Company's  annualized  revenues  would increase by
approximately 30%.

                                      -23-
<PAGE>

On April 4, 2005, the Company filed a Form 8-K  disclosing  under item 8.01 that
it was  searching  for new  partners  with  whom to launch  its newly  developed
Intra-day Momentum Value (IMV) 1.0 software.

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,  2005 and 2004 are  $48,212  and
$43,143, respectively.

Audit Related Fees:          $26,750

Tax Fees:  None              $19,726

All Other Fees: None         $ 1,700


                                   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:   March 24, 2006

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



/s/ Wing Yu                                            March 24, 2006
------------------------------------
    Wing Yu,
    Chief Executive Officer


/s/ Wilfred Shaw                                       March 24, 2006
------------------------------------
    Wilfred Shaw,
    Chief Strategy Officer


/s/ Dave Neville                                       March 24, 2006
------------------------------------
    Dave Neville,
    Chief Financial Officer

                                      -24-

                             FINANCIALCONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2005 AND 2004





<PAGE>


                             FINANCIALCONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2005 AND 2004






                                 C O N T E N T S



Report of Independent Registered Public Accounting Firm                 F-1

Consolidated Balance Sheets                                        F2 - F-3

Consolidated Statements of Operations and Comprehensive Income          F-4

Consolidated Statements of Changes in Shareholders' Equity         F5 - F-6

Consolidated Statements of Cash Flows                              F7 - F-8

Notes to Consolidated Financial Statements                         F9 - F-32


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
FinancialContent, Inc.


We   have   audited   the   accompanying    consolidated   balance   sheets   of
FinancialContent,  Inc., a Delaware  Corporation,  as of June 30, 2005 and 2004,
and the related consolidated statements of operations,  changes in shareholders'
equity  (deficit)  and  cash  flows  for the  fiscal  years  then  ended.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of  FinancialContent,  Inc. as of
June 30, 2005 and 2004, 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, 2005 and 2004, with losses incurred subsequently,  and generated
negative cash flows from  operating  activities  and as of June 30, 2005, has an
accumulated  deficit of $19,687,772  and a working  capital deficit of $598,862.
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 9. 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.

As discussed in Note 2 to the financial statements, the company has restated its
financial  statements  for the year ended June 30, 2004 for a  correction  of an
error related to the  beneficial  conversion  feature of  convertible  preferred
shares issued.

/s/ Pohl, McNabola, Berg & Company, LLP
--------------------------------------------
Pohl, McNabola, Berg & Company, LLP
San Francisco, California
August 29, 2005 (except  Note 2 and Note 7 -  "Beneficial  Conversion  Feature",
which are March 23, 2006)


                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
                           CONSOLIDATED BALANCE SHEETS
                          AS OF JUNE 30, 2005 AND 2004




                                  ASSETS
                                  ------                           2005            2004
                                                                -----------    -----------
<S>                                                             <C>            <C>
Current Assets:
     Cash and cash equivalents                                  $    14,536    $    11,100
     Short-term investments in marketable securities                  2,606            600
     Accounts receivable - trade (net of reserve for doubtful
        accounts of $20,284 and $13,972, respectively)              115,075         83,252
     Prepaid expenses                                                 5,599          7,381
     Deposits                                                         6,945          8,545
                                                                -----------    -----------

        Total Current Assets                                        144,761        110,878
                                                                -----------    -----------

Property and Equipment :
     Office furniture                                                14,212         12,112
     Equipment                                                      170,034        149,409
     Software                                                         5,992            998
                                                                -----------    -----------

        Property and Equipment, cost                                190,238        162,519

     Accumulated depreciation                                      (132,298)      (102,743)
                                                                -----------    -----------

        Property and Equipment, net                                  57,940         59,776
                                                                -----------    -----------

Other Assets:
     Long-term investments                                            5,048          4,952
     Purchased contracts - CNET (net of amortization
        of $487,671 and $303,846, respectively)                     551,475        735,300
                                                                -----------    -----------

        Total Other Assets                                          556,523        740,252
                                                                -----------    -----------

           Total Assets                                         $   759,224    $   910,906
                                                                ===========    ===========
</TABLE>

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



                                   (continued)


                                      F-2
<PAGE>

<TABLE>
<CAPTION>


                             FINANCIALCONTENT, INC.
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                          AS OF JUNE 30, 2005 AND 2004



                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------                    2005             2004
                                                                        -------------    -------------
<S>                                                                     <C>              <C>
Current Liabilities:
     Accounts payable                                                   $     148,077    $     101,017
     Management fees due to related party                                     124,892           36,184
     Payroll and taxes payable                                                 38,577               13
     Income taxes payable                                                       1,600            1,600
     Other accrued expenses                                                    12,759           45,660
     Deferred revenue                                                          32,377           29,606
     Note payable - related parties                                           222,284            8,234
     Accrued interest on notes payable                                          6,719             --
     Liabilities of discontinued operations                                   117,509          117,509
     Dividend payable                                                          38,829           13,849
                                                                        -------------    -------------

        Total Current Liabilities                                             743,623          353,672
                                                                        -------------    -------------

Stockholders' Equity:
     Preferred stock,  200,000,000 shares authorized
        Preferred stock Series A, $0.001 par value; 2,239,910 shares
           issued and outstanding                                               2,240            2,240
        Preferred stock Series B, $0.001 par value; 1,033,334 shares
           issued and outstanding                                               1,033            1,033
        Preferred stock Series C, $0.001 par value; 1,301,334 shares
           issued and outstanding                                               1,301            1,301
        Preferred stock Series D, $0.001 par value; 4,000,000 shares
           issued and outstanding                                               4,000            4,000
     Common stock, $0.001 par value; 900,000,000 shares authorized;
        10,369,276 and 9,455,192 issued and outstanding, respectively          10,370            9,455
     Additional paid-in-capital                                            22,461,382       22,085,359
     Accumulated other comprehensive loss                                     (70,618)         (67,999)
     Accumulated deficit                                                  (22,394,107)     (21,478,155)
                                                                        -------------    -------------

        Total Stockholders' Equity                                            (15,601)         557,234
                                                                        -------------    -------------

           Total Liabilities and Stockholders' Equity                   $     759,224    $     910,906
                                                                        =============    =============
</TABLE>


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


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004


                                                                              2005           2004
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
Revenues:
      Net revenues                                                        $ 1,145,569    $   920,460
      Barter revenues (non-cash)                                              130,330         64,875
      Costs of revenues (depreciation excluded
         from cost of sales)                                                 (279,259)      (135,018)
                                                                          -----------    -----------


Operating Expenses:
      Business development                                                     24,355          7,673
      General and administrative                                            1,513,042      2,020,637
      Bad debts                                                                33,664         21,072
      Amortization and depreciation                                           213,380        330,803
      Advertising expense - barter                                            130,330         64,875
                                                                          -----------    -----------
         Total Operating Expenses                                           1,914,771      2,445,060
                                                                          -----------    -----------

         Loss from Operations                                                (918,131)    (1,594,743)
                                                                          -----------    -----------

Other Income (Expense):
      Gain (loss) on investment                                                    96         (9,465)
      Settlement of investment agreement                                         --         (146,000)
      Other income                                                             60,174         54,165
      Interest expense                                                         (6,948)       (72,061)
                                                                          -----------    -----------

         Total Other Income(Expense)                                           53,322       (173,361)
                                                                          -----------    -----------

      Net loss before taxes                                                  (864,809)    (1,768,104)

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

      Net loss from continuing operations                                    (866,409)    (1,769,704)
                                                                          -----------    -----------

         Gain on extinguishment of net liabilities of discontinued
            operations, net of taxes of $0                                       --          133,478
                                                                          -----------    -----------

      Net loss                                                               (866,409)    (1,636,226)

         Preferred stock dividend                                             (49,543)    (2,767,839)
                                                                          -----------    -----------

            Net loss attributable to common stockholders                     (915,952)    (4,404,065)
                                                                          -----------    -----------

Other comprehensive income:
      Unrealized gain/(loss) on securities                                     (2,619)           280
                                                                          -----------    -----------

Comprehensive Loss                                                        $  (918,571)  $(4,403,785)
                                                                          ===========    ===========


Net loss per share from continuing operations (basic and diluted)               (0.08)         (0.21)
Net earnings per share from discontinued operations (basic and diluted)          --             0.02
Net loss per share from deemed dividend (basic and diluted)                     (0.00)         (0.31)
Net loss per share from cash dividend (basic and diluted)                       (0.01)         (0.00)
                                                                          -----------    -----------
Total loss per share (basic and diluted)                                  $     (0.09)   $     (0.50)
                                                                          ===========    ===========

Shares used in per share calculation (basic and diluted)                    9,817,254      8,895,084
                                                                          ===========    ===========
</TABLE>

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

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004

                                                     Preferred Stock          Preferred Stock             Preferred Stock
                                                         Series A                 Series B                   Series C
                                                 ----------------------  -----------------------   ------------------------
                                                   Shares     Amount      Shares       Amount       Shares        Amount
                                                 ---------  ----------  ----------   ----------   ----------    ----------

<S>                                              <C>        <C>         <C>          <C>          <C>           <C>
Balance, June 30, 2003                                --    $     --          --     $     --           --      $     --
                                                 =========  ==========  ==========   ==========   ==========    ==========

     Comprehensive income (loss):
     Net loss from operations during the
      period                                          --          --          --           --           --            --
     Net unrealized gain (loss) on securities,
      net                                             --          --          --           --           --            --
     Compensation expense on stock grants             --          --          --           --           --            --
     Compensation expense on warrants issued          --          --          --           --           --            --
     Acquisition of CNET contracts               2,239,910       2,240        --           --           --            --
     Proceeds from sale of stock                      --          --     1,033,334        1,033    1,336,334         1,336
     Termination of investment agreement              --          --          --           --           --            --
     Conversion of Preferred Stock into Common
     Stock                                            --          --          --           --        (35,000)          (35)
     Dividends                                        --          --          --           --           --            --
     Exercise of warrants                             --          --          --           --           --            --
     Issuance of common stock for services            --          --          --           --           --            --
                                                 ---------  ----------  ----------   ----------   ----------    ----------

Balance, June 30, 2004                           2,239,910       2,240   1,033,334        1,033    1,301,334         1,301
                                                 =========  ==========  ==========   ==========   ==========    ==========
     Deemed dividend on beneficial conversion
     feature of convertible preferred stock           --          --          --           --           --            --
                                                 ---------  ----------  ----------   ----------   ----------    ----------

Restated balance, June 30, 2004                  2,239,910       2,240   1,033,334        1,033    1,301,334         1,301
                                                 =========  ==========  ==========   ==========   ==========    ==========

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

Balance, June 30, 2005                           2,239,910  $    2,240   1,033,334   $    1,033    1,301,334    $    1,301
                                                 =========  ==========  ==========   ==========   ==========    ==========
</TABLE>

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

                                      F-5A

                                   (continued)

<PAGE>
<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004


                                                                                                                        Accumulated
                                                  Preferred Stock                                                         Other
                                                     Series D              Common Stock                     Additional Comprehensive
                                               ---------------------  ----------------------  Subscription   Paid-in      Income
                                                 Shares      Amount     Shares       Amount    Receivable     Capital     (loss)
                                               ---------- ----------  ----------- ----------  -----------   ----------- -----------

<S>                                            <C>        <C>          <C>        <C>         <C>           <C>         <C>
Balance, June 30, 2003                               --   $     --     8,659,643  $     8,660 $      --     $15,779,993 $   (68,279)
                                               ========== ==========  =========== =========== ===========   =========== ===========

    Comprehensive income (loss):
    Net loss from operations during the period       --         --          --           --          --            --          --
    Net unrealized gain (loss) on securities,
      net                                            --         --          --           --          280           --          --
    Compensation expense on stock grants             --         --          --           --          --            --          --
    Compensation expense on warrants issued     4,000,000      4,000        --           --          --         749,000        --
    Acquisition of CNET contracts                    --         --          --           --          --         861,906        --
    Proceeds from sale of stock                      --         --          --           --          --       1,309,881        --
    Termination of investment agreement              --         --       190,549          190        --         245,810        --
    Conversion of Preferred Stock into Common        --         --        35,000           35        --            --          --
    Dividends                                        --         --          --           --          --            --          --
    Exercise of warrants                             --         --       300,000          300        --          79,700        --
    Issuance of common stock for services            --         --       270,000          270        --         328,730        --
                                               ---------- ----------  ----------- ----------- -----------   ----------- -----------

Balance, June 30, 2004                          4,000,000      4,000   9,455,192        9,455        --      19,355,020     (67,999)
                                               ========== ==========  =========== =========== ===========   =========== ===========
    Deemed dividend on beneficial conversion
      feature of convertible preferred stock         --         --          --           --          --       2,730,339        --
                                               ---------- ----------  ----------- ----------- -----------   ----------- -----------

Restated balance, June 30, 2004                 4,000,000      4,000   9,455,192        9,455        --      22,085,359     (67,999)
                                               ========== ==========  =========== =========== ===========   =========== ===========

    Comprehensive income (loss):

    Net loss from operations during the period       --         --          --           --          --            --          --
    Net unrealized gain (loss) on securities,
    net                                              --         --          --           --          --            --        (2,619)
                                                     --         --
    Common Stock issued for future services                              600,000          600    (604,200)      603,600        --
    Compensation expense recognized on               --         --
    subscription receivable                          --         --          --           --        83,806          --          --
    Dividends                                        --         --          --           --          --            --          --
    Sale of Common Stock                             --         --        11,584           12        --           9,988        --
    Issuance of common stock for services            --         --       302,500          303        --         282,829        --
                                                --------- ----------  ----------- ----------- -----------   ----------- -----------

Balance, June 30, 2004                          4,000,000 $    4,000  10,369,276  $    10,370 $  (520,394)  $22,981,776     (70,618)
                                               ========== ==========  ==========  =========== ===========   =========== ===========

</TABLE>

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

                                  (continued)

                                      F-5B
<PAGE>
<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004


                                                                  Total       Comprehensive
                                                 Accumulated    Shareholders'    Income
                                                  Deficit          Equity        (loss)
                                                -----------     ----------    -----------
<S>           <C> <C>                           <C>              <C>            <C>
Balance, June 30, 2003                          $(17,074,090)    $(1,353,716)   $(1,158,142
                                                ============    ============  ===========

    Comprehensive income (loss):
    Net loss from operations during the period   (1,636,226)    (1,636,226)    (1,636,226)
    Net unrealized gain (loss) on securities,
    net                                                --              280            280
    Compensation expense on stock grants               --            4,000           --
    Compensation expense on warrants issued            --          749,000           --
    Acquisition of CNET contracts                      --          864,146           --
    Proceeds from sale of stock                        --        1,312,250           --
    Termination of investment agreement                --          246,000           --
    Conversion of Preferred Stock into Common
    Stock                                              --             --             --
    Dividends                                       (37,500)       (37,500)       (37,500)
    Exercise of warrants                               --           80,000           --
    Issuance of common stock for services              --          329,000           --
                                                -----------     ----------    -----------


Balance, June 30, 2004                          (18,747,816)       557,234     (1,673,446)
                                                ===========     ==========    ===========
    Deemed dividend on beneficial conversion
      feature of convertible preferred stock     (2,730,339)           --      (2,730,339)
                                                -----------     ----------    -----------

Restated balance, June 30, 2004                 (21,478,155)       557,234     (4,403,785)
                                                ===========     ==========    ===========


    Comprehensive income (loss):

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

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


Balance, June 30, 2005                         $(22,394,107)    $  (15,601)   $  (918,571)
                                                ===========     ==========    ===========
</TABLE>

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

                                  (concluded)

                                      F-6

<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004


                                                                        2005          2004
                                                                    -----------    -----------
<S>                                                                    <C>         <C>
Operating Activities:
     Net Loss                                                        $ (866,409)   $(1,636,226)

Adjustments to reconcile  net (loss) to net cash provided by
     (used in) operating activities:
        Compensation expense on warrants granted                           --          749,000
        Depreciation                                                     29,555         26,957
        Amortization of intangible asset                                183,825        303,846
        (Gain) loss on investments                                          (96)         9,465
        Allowance for bad debts                                           6,312         13,972
        Loss on termination of investment agreement                        --          146,000
        Change in liabilities of discontinued operations                   --          (60,000)
        Issuance of common stock for services                           366,938        329,000
        Gain from extinguishment of discontinued operations                --         (133,478)
        Stock received for services rendered                             (4,625)          --
        Other                                                              --            4,002

Changes in operating assets and liabilities:
     Accounts receivable - trade                                        (38,135)       (94,633)
     (Increase) decrease in deposits                                      1,600         (1,600)
     (Increase) decrease in prepaid expenses                              1,782         (6,830)
     Income tax payable                                                    --           (3,200)
     Increase (decrease) in accounts payable                             47,060        (81,639)
     Increase (decrease) in accrued liabilities and expenses            (32,901)       (88,932)
     Management fees due to related party                                88,708         21,184
     Increase (decrease) in payroll and taxes payable                    38,564       (218,102)
     Deferred revenue                                                     2,771         13,421
     Increase (decrease) in accrued interest                              6,719        (86,440)
                                                                    -----------    -----------

        Net cash used in operating activities                          (168,332)      (794,233)
                                                                    -----------    -----------

Investing activities:
     Purchase of property and equipment                                 (27,719)       (62,469)
     Purchase of CNET contracts                                            --         (175,000)
                                                                    -----------    -----------

        Net cash provided by investing activities                       (27,719)      (237,469)
                                                                    -----------    -----------
</TABLE>

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

                                   (continued)

                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2005 AND 2004


                                                                        2005            2004
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Financing activities:
     Proceeds from sale of Common Stock                                   10,000           --
     Proceeds from exercise of warrants                                     --           80,000
     Proceeds from sale of Preferred Stock - Series B                       --          310,000
     Proceeds from sale of Preferred Stock - Series C                       --        1,002,250
     Proceeds on notes payable - related party                           218,100        264,524
     Payments on notes payable - related party                              --         (548,648)
     Payments on advances from officers                                 (143,250)       (50,000)
     Proceeds from advances from officers                                139,200           --
     Payment of preferred stock dividend                                 (24,563)       (23,651)
                                                                     -----------    -----------

         Net cash provided by financing activities                       199,487      1,034,475
                                                                     -----------    -----------

         Increase (Decrease) in cash and cash equivalents                  3,436          2,773

Cash and cash equivalents, beginning of period                            11,100          8,327
                                                                     -----------    -----------

Cash and cash equivalents, end of period                             $    14,536    $    11,100
                                                                     ===========    ===========

Supplemental disclosures of cash flow information:
     Cash paid during the period for
         Interest                                                    $      --      $   148,882
                                                                     ===========    ===========
         Taxes                                                       $     1,600    $     5,600
                                                                     ===========    ===========
     Conversion of payable into preferred stock                      $      --      $     4,000
                                                                     ===========    ===========
     Issuance of common stock for services                           $   283,132    $   329,000
                                                                     ===========    ===========
     Expense recognized in connection with subscription receivable   $    83,806    $      --
                                                                     ===========    ===========
    Issuance of preferred stock for contracts                        $      --      $   864,146
                                                                     ===========    ===========
     Write off of accounts payable and accrued expenses              $    59,098    $    10,124
                                                                     ===========    ===========
     Common stock issued for settlement of investment agreement      $      --      $   246,000
                                                                     ===========    ===========
     Barter transactions for advertising                             $   130,330    $    64,875
                                                                     ===========    ===========
     Deemed dividend on beneficial conversion feature
        of convertible preferred stock                               $      --      $ 2,730,339
                                                                     ===========    ===========
</TABLE>

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

                                      F-8
<PAGE>
                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005

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

A.       General Description of Business

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

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


B.       Basis of Presentation and Organization

These  consolidated  financial  statements  represent the financial  activity of
FinancialContent,  Inc.,  a  publicly  traded  company  listed and traded on the
NASDAQ Over the Counter  Bulletin Board ("OTCBB").  The  consolidated  financial
statements  for the years  ended June 30, 2005 and 2004,  have been  prepared in
accordance  with generally  accepted  accounting  principles.  The  consolidated
financial  statements include the accounts of the Company and its majority-owned
subsidiaries.  All intercompany transactions have been eliminated. The Company's
fiscal year ends on June 30 each year.


C.       History

In December 1998, the Company  changed its focus from operating and  franchising
pretzel  kiosks,  retail  stores and an automotive  service  center in Canada 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.  Any activity related to disposition of
liabilities of Pretzel Franchising,  Inc., and Wheel to Wheel, Inc., is shown as
discontinued operations.


D.       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.


                                      F-9
<PAGE>
                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


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

E.       Property and Equipment

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

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


F.       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.


G.       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  and  customization   charges  which  are  recognized  upon
collection. Fees received are amortized over the term of the service contract on
a straight  line  basis.  Fees  received  prior to the  delivery  of service are
recorded as deferred  revenue which the Company will then record as revenue when
the content is delivered to the customer.

H.       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-10
<PAGE>
                             FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


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

I.       Capitalized Computer Software

During  the two  years  ended  June 30,  2005 and  2004,  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.


J.       Advertising Costs

All advertising costs are expensed as incurred. The Company incurred advertising
expenses of $138,542 for the year ended June 30, 2005,  of which  $130,330  were
paid by barter service  transactions.  The Company incurred advertising expenses
of $82,769  for the year  ended June 30,  2004,  of which  $64,875  were paid by
barter service transactions.


K.       Marketable Securities and Long-Term Investments

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

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


L.       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-11
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


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

M.       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 2005 and 2004 due to the Company  having net loss and a loss from
operations in 2005 and 2004.


N. 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.


O.       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.


P.       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.


                                      F-12
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


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

P. Business Risks and Credit Concentrations (continued)

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  evaluated the accounts  receivable  and
reserved  $20,284  of  accounts  receivable  as of  June  30,  2005.  Management
evaluated the accounts receivable and reserved $13,792 of accounts receivable as
of June 30, 2004.


Q.       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, 2005 and 2004. Translation gains (losses), which are deferred and
accumulated as a component of shareholders' equity, were not significant in 2005
and 2004.


R.       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.


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 and purchased  contracts.  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  associated with purchased  contracts to be 3 years and amortization to
be on a  straight-line  basis.  However,  in the year ended June 30,  2005,  the
company  changed the period of amortization on the contract rights acquired from
CNET Networks, Inc. from 3 to 5 years based on the Company's retention of 75% of
those contracts acquired.

                                      F-13
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


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

T. Intangibles (continued)

The Company has adopted  SFAS 142  effective  July 2001,  which  resulted in the
Company no longer amortizing its existing goodwill.  At June 30, 2004,  goodwill
approximated  $3,000. In addition,  the Company measured goodwill for impairment
on a yearly basis.  The Company  completed the impairment  tests and recorded an
impairment charge of $3,000 in 2005. The Company has set the measurement date of
April 1st to calculate goodwill impairment.


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.

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


W.       Barter Transactions

In 2005,  the  Company  entered  into  barter  agreements  whereby it  delivered
$130,330  of   FinancialContent  in  exchange  for  advertising  credit  on  the
respective web sites.  During the year ended June 30, 2004, the Company  charged
to advertising  expense  $64,875 as a result of these barter  transactions.  The
company  recognized  advertising  expense  based  on  the  market  value  of the
FinancialContent provided.

X.       Reclassifications

Certain amounts in these financial  statements have been reclassified to conform
to the 2006 presentations.  These  reclassifications had no effect on previously
reported results of operations or retained earnings.

                                      F-14
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


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

Y.       Recent Accounting Pronouncements

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  adoption  of FIN 46  will  not  have an  impact  on the
financial position of the Company.

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 any
impact on the Company's financial position, cash flows or results of operations.

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 sheet.  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
the Company's financial position, cash flows or results of operations.

Effective  April 1, 2004,  the SEC adopted  Staff  Accounting  Bulletin No. 105,
"Application of Accounting  Principles to Loan Commitments" ("SAB 105"). SAB 105
clarifies  the  requirements  for the  valuation  of loan  commitments  that are
accounted for as derivatives in accordance  with SFAS 133.  Management  does not
expect the  implementation of this new bulletin to have a material impact on the
Company's financial position,  results of operations and cash flows. The Company
currently has no loan commitments.

In July 2004,  the EITF issued a draft  abstract for EITF Issue No. 04-08,  "The
Effect of Contingently  Convertible  Debt on Diluted  Earnings per Share" ("EITF
04-08").  EITF  04-08  reflects  the  Task  Force's  tentative  conclusion  that
contingently  convertible  debt should be included in diluted earnings per share
computations  regardless  of whether the market  price  trigger has been met. If
adopted, the consensus reached by the Task Force in this Issue will be effective
for reporting  periods ending after December 15, 2004. Prior period earnings per
share  amounts  presented  for  comparative  purposes  would be  required  to be
restated  to conform to this  consensus  and the  Company  would be  required to
include  the shares  issuable  upon the  conversion  of the Notes in the diluted
earnings  per  share  computation  for all  periods  during  which the Notes are
outstanding.  Management does not expect the implementation of this new standard
to have a material impact on its computation of diluted earnings per share.

                                      F-15
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


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

Y.       Recent Accounting Pronouncements (continued)

In September  2004, the EITF delayed the effective date for the  recognition and
measurement  guidance  previously  discussed  under EITF Issue No.  03-01,  "The
Meaning  of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
Investments"  ("EITF  03-01") as included in  paragraphs  10-20 of the  proposed
statement.    The   proposed    statement    will   clarify   the   meaning   of
other-than-temporary  impairment and its  application to investments in debt and
equity securities,  in particular investments within the scope of FASB Statement
No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and
investments  accounted  for under the cost  method.  The  Company  is  currently
evaluating the effect of this proposed  statement on its financial  position and
results of operations.

In December 2004, the Financial Accounting Standards Board Statement issued SFAS
No. 151,  "Inventory  Costs,  an  amendment  of ARB No. 43,  Chapter  4",  which
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and charges regardless of whether they meet the criterion of "so
abnormal" that was  originally  stated in Accounting  Research  Bulletin No. 43,
chapter 4. In  addition,  SFAS No. 151  requires  that the  allocation  of fixed
production  overheads to conversion costs be based on the normal capacity of the
production  facilities.  SFAS No. 151 is effective for inventory  costs incurred
during fiscal years  beginning  after June 15, 2005.  Management does not expect
the  implementation  of this  new  standard  to have a  material  impact  on its
financial position, results of operations and cash flows.

In December 2004, the Financial Accounting Standards Board Statement issued SFAS
No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29",
which amends Opinion 29 by eliminating the exception for  nonmonetary  exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges  of  nonmonetary  assets  that do not  have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the exchange.  SFAS
No. 151 is  effective  for a fiscal  year  beginning  after June 15,  2005,  and
implementation   is  done   prospectively.   Management   does  not  expect  the
implementation  of this new standard to have a material  impact on its financial
position, results of operations and cash flows.

In December 2004, the Financial  Accounting  Standards Board,  also known as the
FASB,  issued a revision to SFAS 123  "Share-Based  Payment," also known as SFAS
123R, that amends existing  accounting  pronouncements  for share-based  payment
transactions in which an enterprise  receives employee and certain  non-employee
services  in  exchange  for (a)  equity  instruments  of the  enterprise  or (b)
liabilities  that  are  based  on the  fair  value  of the  enterprise's  equity
instruments  or that may be settled by the issuance of such equity  instruments.
SFAS 123R,  together with guidance included in Staff Accounting Bulletin No. 107
issued by the SEC on March  29,  2005,  also  known as SAB 107,  eliminates  the
ability to account for share-based  compensation  transactions  using APB 25 and
generally  requires such transactions be accounted for using a  fair-value-based
method.  SFAS 123R applies to awards that are granted,  modified,  or settled in
periods  beginning  after its applicable  effective date. In April 2005, the SEC
issued a release amending the effective date of SFAS 123R for each registrant to
the start of the  registrant's  first fiscal year beginning after June 15, 2005.
SFAS 123R allows for three alternative  transition methods.  The Company intends
to adopt the prospective  application  method.  The Company currently intends to
adopt SFAS 123R and SAB 107 in the first quarter of fiscal 2006. The adoption of
SFAS 123R will cause the  Company to record a non-cash  accounting  charge as an
expense  each  quarter  in an  amount  approximating  the  fair  value  of  such
share-based compensation meeting the criteria outlined in the provisions of SFAS
123R. As of December 31, 2004,  The Company had  approximately  6,331,220  stock
options and 1,700,000 warrants  outstanding  (issued to employees) which had not
yet become vested. The amount of such charge has not been determined.

                                      F-16
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


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

Y.       Recent Accounting Pronouncements (continued)

In May 2005,  the FASB  Emerging  Issues  Task Force,  or EITF,  issued EITF No.
00-19-1  "Application  of  EITF  Issue  No.  00-19  to  Freestanding   Financial
Instruments  Originally  Issued as Employee  Compensation".  This  pronouncement
clarifies  existing  accounting  guidance  relative  to  freestanding  financial
instruments originally issued as employee compensation. EITF No. 00-19-1 becomes
effective  concurrent with the effective date of SFAS 123R. The Company believes
the  adoption  of this  pronouncement  will not have a  material  impact  on our
results of operations or financial condition.

In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of
Financial  Accounting  Standard  (SFAS) No.  154,  Accounting  Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS
No.  154  requires   retrospective   application  to  prior  periods'  financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. SFAS No. 154 also requires that retrospective application of a change in
accounting  principle be limited to the direct  effects of the change.  Indirect
effects   of  a  change   in   accounting   principle,   such  as  a  change  in
nondiscretionary  profit-sharing  payments  resulting from an accounting change,
should be recognized in the period of the accounting  change.  SFAS No. 154 also
requires that a change in  depreciation,  amortization  or depletion  method for
long-lived,  non-financial  assets be  accounted  for as a change in  accounting
estimate effected by a change in accounting principle. SFAS No. 154 is effective
for accounting  changes and corrections of errors made in fiscal years beginning
after December 15, 2005. Early adoption is permitted for accounting  changes and
corrections  of  errors  made in  fiscal  years  beginning  after  the date this
Statement is issued.  Management does not expect the  implementation of this new
standard to have a material impact on the Company's financial position,  results
of operations and cash flows.


                                      F-17
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


2.       Restatement of Prior Financial Information

The Company previously did not record the beneficial  conversion feature related
to the issuance of convertible  preferred stock in the year ended June 30, 2004.
The  Company has  determined  this effect of the  correction  on its  previously
issued  financial  statements  and  has  restated  the  accompanying   financial
statements for the years ended June 30, 2005 and 2004.
<TABLE>
<CAPTION>

                                                                          June 30, 2005
                                                         ---------------------------------------------
                                                         As Originally   Restatement
                                                           Reported       Adjustments     As Restated
                                                         ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>
Additional paid in capital                               $ 19,355,020    $  2,730,339    $  2,085,359
Accumulated deficit                                      $(18,747,816)   $ (2,730,339)   $(21,478,155)

                                                                          June 30, 2004
                                                         ---------------------------------------------
                                                         As Originally   Restatement
                                                           Reported       Adjustments     As Restated
                                                         ------------    ------------    ------------
Additional paid in capital                               $ 19,355,020    $  2,730,339    $ 22,085,359
Accumulated deficit                                      $(18,747,816)   $ (2,730,339)   $(21,478,155)
Deemed dividend from beneficial conversion
   feature of convertible preferred stock                        --      $ (2,730,339)   $ (2,730,339)
Net loss attributable to common shareholder              $ (1,673,726)   $ (2,730,339)   $ (4,404,065)
Comprehensive loss                                       $ (1,673,726)   $ (2,730,339)   $ (4,403,785)
Net loss per share from deemed dividend
   (basic and diluted)                                   $       0.00    $      (0.31)   $      (0.31)
Net loss per share (basic and diluted)                   $      (0.19)   $      (0.31)   $      (0.50)
</TABLE>

3.       Income Taxes

The  Company  incurred  $1,600 and  $1,600 in state  taxes for each of the years
ended June 30, 2005 and 2004,  respectively.  No provision  for federal taxes in
the US has been recorded for the years ended June 30, 2005 and 2004. The Company
incurred net operating losses for these periods.
<TABLE>
<CAPTION>

                                                            2005             2004
                                                         ----------     ------------

<S>                                                        <C>            <C>
Loss from operations before provision for income taxes     (864,809)      (1,634,626)

Income Tax Provision                                           2005             2004
                                                         ----------     ------------

Current:
     Federal                                                   --               --
     State                                                    1,600            1,600
                                                         ----------     ------------

                                                              1,600            1,600
                                                         ==========     ============

     Federal                                                   --               --
     State                                                     --               --
                                                         ----------     ------------
                                                               --               --
                                                         ==========     ============


Effective Tax Reconciliation                                2005             2004
                                                         ----------     ------------

Federal income tax rate                                      (35.00%)         (35.00%)
Change in valuation reserve                                   25.00%           13.00%
Other                                                          8.26%           22.55%
State and local taxes, net of federal tax benefit              0.06%           (0.03%)
                                                         ----------     ------------

                                                               1.80%           (0.10%)
                                                         ==========     ============
</TABLE>


                                      F-18
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005



3.       Income Taxes (continued)

The following  table  summarizes the deferred tax assets and liabilities for the
years ended June 30, 2005 and 2004:
<TABLE>
<CAPTION>

                                                       Year Ended June 30,
                                   ----------------------------------------------------------------
                                                2005                             2004
                                   ------------------------------    ------------------------------
                                       Federal           State           Federal           State
                                   -------------    -------------    -------------    -------------
Deferred income tax assets:
<S>                                <C>              <C>              <C>              <C>
     Net operating loss            $   5,065,062    $     690,771    $   4,630,182    $     600,014
     carryforwards
     Capital loss                         12,285            5,153           12,285            5,153
     Property and equipment                  175               46           19,834             --
     Intangible asset
        Impairment charge                   --               --               --               --
        Goodwill                         903,447          239,148           84,120           21,631
     Other reserves                      124,759           33,024            8,750            2,250
     Federal benefit for state              --               --             69,893             --
     taxes
     Other                               185,016           48,831          239,998           61,723
                                   -------------    -------------    -------------    -------------

Total deferred tax assets              6,278,458        1,011,821        5,065,062          690,771

Deferred income tax liabilities:
     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               6,093,396          916,293        4,880,000          595,243
Valuation allowance                   (6,093,396)        (916,293)      (4,880,000)        (595,243)
                                   -------------    -------------    -------------    -------------

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  $9,900,000 and $4,970,000
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-19
<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


4.       Investments

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

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

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

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

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

Total                                             $    19,653   $        --     $   (12,019)   $     7,654
                                                  ===========   =============   ===========    ===========


At June 30, 2004, short and long-term  investments in marketable securities were
classified as available-for-sale as follows:

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

Equity securities - public                        $    10,000   $        --     $    (9,400)   $       600
                                                  -----------   -------------   -----------    -----------

Total short-term investments                           10,000            --          (9,400)           600

Corporate equity securities,
privately held                                          4,952            --            --            4,952
                                                  -----------   -------------   -----------    -----------

Total                                             $    14,952   $        --     $    (9,400)   $     5,552
                                                  ===========   =============   ===========    ===========

</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-20
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005

*****
5.       Stock Option Plan

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

The  Board  of  Directors  has  granted   management   the  authority  to  issue
non-statutory  stock options to employees and consultants of the Company.  As of
June 30, 2005 and 2004,  the Company has options  exercisable  for the Company's
common stock  granted to its  employees  and other  eligible  participants.  The
exercise  price varies  depending on the trading price of the  Company's  common
stock on the date of issuance among other factors.

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

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

In general,  granted  ISO's expire three months after the  termination  date. If
employment  termination is due to cause,  the options shall expire  immediately;
and if  employment  termination  is due to permanent and total  disability,  the
options  may be  exercised  up to one year  following  termination.  The options
granted in 2004 and 2005 were not a part of a qualified  stock option plan.  The
Board of Directors approved the grants. The exercise price was equal to the fair
value of the stock.

Stock options issued as of June 30, 2005 and 2004 are summarized as follows:
<TABLE>
<CAPTION>
                                                     2005                            2004
                                          ----------------------------    ----------------------------
                                                           Weighted                        Weighted
                                                            Average                         Average
                                           Number of       Exercise        Number of       Exercise
                                            Options          Price          Options          Price
                                          ------------    ------------    ------------    ------------
<S>                                          <C>          <C>             <C>              <C>
Outstanding at beginning of year             815,000      $      1.30               -      $        -
Granted                                      300,000      $      1.30         815,000      $     1.30
Exercised                                          -      $         -               -      $        -
Forfeited / Cancelled                       (165,000)     $     1.30                -      $        -
                                          ------------    ------------    ------------    ------------


Outstanding at end of year                   950,000      $      1.30         815,000      $     1.30
                                          ============    ============    ============    ============

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

                                      F-21
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


5.       Stock Option Plan (continued)

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

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

                                        Weighted Average
                                           Average
                                          Remaining             Weighted
   Exercise            Number           Exercise Price        Contractual       Number Exercisable
    prices           Outstanding           per Share         Life in Years      as of June 30, 2005
---------------    ----------------    ------------------    ---------------    ---------------------

<S>   <C>                 <C>          <C>                             <C>                 <C>
      $1.30               950,000      $           1.30                8.9                 467,000
===============    ================    ==================    ===============    =====================

The following table summarizes information about options outstanding at June 30,
2004:

                                        Weighted Average
                                           Average
                                          Remaining             Weighted
   Exercise            Number           Exercise Price        Contractual       Number Exercisable
    prices           Outstanding           per Share         Life in Years      as of June 30, 2004
---------------    ----------------    ------------------    ---------------    ---------------------

      $1.30               815,000      $           1.30                9.90                      -
===============    ================    ==================    ===============    =====================
</TABLE>

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

                                      F-22
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


5.       Stock Option Plan (continued)

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, 2005 and
2004, 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, 2005 and 2004:
<TABLE>
<CAPTION>

                                                         2005              2004
                                                     -------------    -------------
Net loss attributable to common shareholders

<S>                                                  <C>              <C>
     As reported                                     $    (915,952)   $  (4,404,065)

     Pro Forma                                       $    (939,956)   $  (4,404,065)

Basic & diluted loss per common share
     As reported:

     Continuing operations (basic & diluted)         $       (0.08)   $       (0.21)

     Discontinued operations (basic & diluted)       $        --      $        0.02

     Deemed dividend (basic & diluted)               $       (0.01)   $       (0.31)
                                                     -------------    -------------

     Total                                           $       (0.09)   $       (0.50)
                                                     =============    =============

Pro forma

     Continuing operations (basic & diluted)         $      (0.08)    $       (0.21)

     Discontinued operations (basic & diluted)       $        --      $        0.02

     Deemed dividend (basic & diluted)               $       (0.01)   $       (0.31)
                                                     -------------    -------------

     Total                                           $      (0.09)    $      (0.50)
                                                     =============    =============
Shares used in per share calculation
  (basic and diluted)                                    9,817,254        8,895,084
Additional shares based on stock option plan               467,000             --
                                                     -------------    -------------

Total Pro Forma Shares                                  10,284,254        8,895,084
                                                     =============    =============

</TABLE>

Options are granted at prices equal to the current  fair value of the  Company's
common  stock at the date of grant.  The vesting  period on 2005 and 2004 grants
was ten years,  and some options  become vested based only upon specific  events
occurring in the future.

The  fair  value of  options  was  estimated  at the  date of  grant  using  the
Black-Scholes option-pricing model. The fair value of the options is $0.69.

The fair  value of the  warrants  issued in 2004 were  estimated  at the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
weighted-average assumptions: 2004: dividend yield of 0%; expected volatility of
24%; risk-free interest rate of 5.4%, and expected life of 10 years. The Company
did not issue any warrants during the year ended June 30, 2005.

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

                                      F-23
<PAGE>

<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


6.       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:

         o    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.

         o    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 2005 and 2004.  In 2004,  the Company  extinguished
$133,478 of its liabilities  associated with  discontinued  operations in Canada
due to the statute of limitations  expiring on collecting  these  payables.  The
Company wrote off these liabilities based on advice of its counsel.



7.       Equity Transactions

A.       Issuance of Common Stock

The Company concluded  private placement  offerings of its stock during 2005 and
2004. The Company also issued common stock to individuals  and companies in lieu
of cash compensation.

Transactions during the year ended June 30, 2005

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

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

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

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

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

                                      F-24
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


7.       Equity Transactions (continued)

A.       Issuance of Common Stock (continued)

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

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

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

Transactions during the year ended June 30, 2004:

In September 2003, the Company issued 150,000 shares of registered common stock,
having a market value of $165,000, to an individual for consulting services.

In November 2003,  the Company issued 20,000 shares of registered  common stock,
having a market value of $22,000, to an individual for consulting services.

In March 2004,  an  individual  converted  warrants  into 200,000  shares of the
Company's common stock at an aggregate exercise price of $50,000.

In 2004, an individual  converted 35,000 shares of Series C Preferred Stock into
35,000 shares of the Company's common stock.

In May 2004,  the Company  issued  190,549  shares of common stock pursuant to a
settlement agreement (see note 8).

In June 2004,  the Company  issued  100,000  shares of registered  common stock,
having a market value of $142,000, to an individual for consulting services.

In June 2004, the Company converted warrants issued to a consultant into 100,000
shares of common  stock at an  aggregate  price of $30,000.  The  warrants  were
issued  below  market  price.  Accordingly,  the Company  recorded  compensation
expense of $125,000.


B.       Warrants

In July 2005, the company issued an outstanding warrant that is convertible into
1,400,000  shares of common stock at an exercise  price of $1.30 per share.  The
warrant expires 2 years from the date of grant.

In 2004, the Company granted  warrants to purchase  832,000 shares of its common
stock at an exercise  price of $0.75 per share.  The warrants  were granted to a
member of the Company's  advisory  board, to a consultant and to a member of the
Board of Directors.  The Company  recorded  compensation  expense of $624,000 in
2004  related  to  the  grant  of  these  options.  These  warrants  all  vested
immediately and expire 1 to 2 years from date of grant.

                                      F-25
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


7.       Equity Transactions (continued)

B. Warrants (continued)

A summary of the Company's outstanding warrants as of June 30, 2005 and 2004, is
presented below:

                                            Shares            Exercise Price
                                        ----------------      ---------------
Outstanding at June 30, 2003                    440,000      $         2.27
                                        ----------------      ---------------

Cancelled/expired                              (240,000)               2.27
Exercised                                      (200,000)               0.25
Issued                                          832,000                0.75
                                        ----------------      ---------------

Outstanding at June 30, 2004                    832,000                0.75

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

Outstanding at June 30, 2005                  1,882,000      $     0.75-1.30
                                        ================      ===============

The fair  value of the  warrants  issued in 2004 were  estimated  at the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
weighted-average assumptions: 2004: dividend yield of 0%; expected volatility of
24%; risk-free interest rate of 5.4%, and expected life of 10 years.

The  estimated  fair value of the warrants  granted in 2004 ranged from $0.63 to
$0.83 per share.

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.

In 2004, the Company had outstanding warrants issued to consultants and a member
of the Board of Directors,  which were  convertible into shares of common stock.
The  warrants  expire 1-2 years  from the date of grant.  The  Company  recorded
compensation expense on these warrant grants of $624,000.  The warrants were all
immediately vested.


C.       2002 Employee and Officer Retention and Recognition Plan

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

                                      F-26
<PAGE>

<PAGE>
                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


7.       Equity Transactions (continued)

D.       Preferred Stock Issuances

Series A

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

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

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

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


Series B

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

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

                                      F-27
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


7.       Equity Transactions (continued)

D.       Preferred Stock Issuances (continued)

Series C

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

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

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


Series D

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

Beneficial Conversion feature

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

8.       Related Party Transactions

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


A.       Asia Pacific Ventures

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

During the year ended June 30, 2005, APV advanced  $218,100 to the Company,  and
the Company repaid all advances and interest to APV. As of June 30, 2005, APV is
owed $218,100.

During the year ended June 30, 2004,  APV advanced  $22,000 to the Company,  and
the Company repaid all advances and interest to APV.

                                      F-28
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


8.       Related Party Transactions (continued)

B.       Wilfred Shaw

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

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

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

Mr. Shaw had  $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 was paid as of June 30, 2004.

In July 2004, the Company issued a warrant  convertible into 1,400,000 shares of
its common  stock at an  exercise  price of $1.30 to Wilfred  Shaw.  The warrant
expires in two years from date of grant.  The Company  recorded no  compensation
expense as a result of this grant.


C.       Wing Yu

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

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

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


D.       Sharpmanagement.com, LLC

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract,  as amended effective January 1, 2005, the Company is required to
pay  $10,000  per month for each month that Mr.  Shaw  provides  services to the
Company. Mr. Wilfred Shaw is a majority owner of SharpManagement.com. As of June
30, 2005, SharpManagement was due $124,892.

                                      F-29
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


8.       Related Party Transactions (continued)

E.       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. The notes were fully repaid in 2004.


F.       Notes Payable to Shareholders

In 2001,  Tupelo  Investments,  a shareholder,  advanced to the Company $63,517.
These notes were due on demand and bore an annual  interest  rate of 12%.  These
notes were repaid in 2004.


G.       Warrants

In July 2004,  the Company issued a warrant  convertible  into 382,000 shares of
its  common  stock at an  exercise  price of $0.75 to a member  of the  Board of
Directors.  The  warrant  expires in two years from date of grant.  The  Company
recorded compensation expense of $286,500 as a result of this grant.



9.       Commitments and Contingencies

A.       Legal

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


Settlement

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

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.

                                      F-30
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


9.       Commitments and Contingencies (continued)

A. Legal (continued)

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 settled with Swartz regarding
this matter, and the Company issued 190,549 shares of its common stock valued at
$246,000.

In 2004,  the Company has recorded an additional  charge of $146,000 as a result
of this settlement.


B.       Operating Leases

In June 2002, the Company's  principal  executive  offices  relocated to a 2,903
square  foot  facility  at 400 Oyster  Point  Boulevard,  Suite  435,  South San
Francisco,  CA 94080. The initial 38-month term of the lease expired on July 31,
2005. The Company currently leases the facility under a 6-month extension of the
original agreement that terminates on January 31, 2006. All operations including
system development,  control and maintenance are now performed at this facility.
The aggregate future rental rates are:

Year ending June 30,
2006                                          $        32,508
Thereafter                                               --
                                              ---------------

Total future minimum lease payments           $        32,508

During the year,  the Company also leases  office space in New York City under a
short-term  lease  that has been  extended  by one year that will  terminate  on
December 31, 2005,  which is being paid against a $3,000  advance plus  overhead
charges.  The Company temporarily closed this office in September 2004, which it
reopened in January 2005.

During the year,  the Company  signed a 13-month  lease,  terminable  at-will on
30-day written  notice,  for an office space in Shanghai,  China,  for which the
Company pays $85 per month plus overhead charges.

For the years ended June 30, 2005 and 2004,  total rent  expense was $61,088 and
$62,056, respectively.


10.      Going Concern Uncertainties

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

                                      F-31
<PAGE>

                            FINANCIALCONTENT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2005


10.      Going Concern Uncertainties (continued)

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

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



11.      Subsequent Events

A.       Related Party Transactions

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

In September  2005,  Wing Yu advanced  $15,000 to the Company.  The advance from
Wing Yu bears no interest.

                                      F-32