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

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

(Mark One)

[X]  ANNUAL REPORT PURSUANT  SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934. For the fiscal year ended June 30, 2007

[ ]  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)

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

Issuer's telephone number (650) 286-9702

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

Title of each class                 Name of each exchange on which registered

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

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

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

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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 Regulation  S-B contained in this form and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [ ] <PAGE>

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

     State issuer's revenues for its most recent fiscal year: $2,849,139

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity: as of
September 19, 2007 the aggregate market value approximated $2.75 million.

     The total number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date: 10,982,610

     Documents incorporated by reference: None

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

                                     PART I

Item 1.  Description of Business

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

FinancialContent, Inc. (hereinafter "FinancialContent" or the "Company" or "we")
is a Delaware  corporation  formed on October  15,  1996.  We operate two wholly
owned   subsidiaries:   FinancialContent   Services,   Inc.   ("FinancialContent
Services") and StreetIQ.com, Inc. ("StreetIQ").

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

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

Much of  FinancialContent  Services'  early  success  may be  attributed  to our
purchase of the client contract rights of CNET Network,  Inc.'s ("CNET") Private
Wire  division  on July 18,  2003.  CNET's  Private  Wire  division  provided  a
financial  channel solution for Web sites and print  publications  that competed
directly with us. In consideration  for CNET's rights to the PrivateWire  client
contracts  as well as  customized  indicies  developed  by  CNET,  we paid  CNET
$175,000  in cash and issued  CNET  2,164,910  shares of our Series A  preferred
stock  which  are  convertible  up to 20%  of  the  Company's  then  issued  and
outstanding  common stock on a one-for-one basis and accrued quarterly  dividend
rights at $0.0055774 per share through December 31, 2006. Under the terms of the
transaction,  we  also  began  licensing  our  services  to CNET  which  we have
continued to provide to CNET on an ongoing basis.

Our flagship  product,  Studio,  is a powerful  content  management and delivery
system that  streamlines  the  maintenance  of financial  data and tools,  their
integration  into  websites,  corporate  intranets  and  print  media,  and  the
optimization of embedded financial-related  advertising.  We continue to upgrade
our flagship Studio 5 platform.  We recently developed a more robust news engine
for our Studio 5 platform that leverages the content industry's  adoption of RSS
as an online syndication format. Features of Studio 5.0 include:

                                      -2-
<PAGE>

--   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.  Our
business  is highly  competitive.  Price  competition  and  service are the most
significant  features  of the  market in which we  participate.  We compete on a
worldwide  basis with other  firms.  Our  strongest  competitors  are larger and
financially  stronger  than us. We  believe  that we  account  for a very  small
portion of the respective market. Some of our competitors  include  MarketWatch,
Thompson,  Reuters,  and  Interactive  Data. Our ability to compete  effectively
requires  continuous  development  of new products and refinement of established
products.

Content Partnerships
--------------------

We are engaged in a very  partnership-intensive  industry as  financial  data is
compiled  from  a  multitude  of  sources.  Our  key  content  partners  include
BusinessWire,   Inc.,   CNNMatthews/MarketWire,   Dow  Jones  &  Company,  Inc.,
Nasdaq/PrimeNewswire,  Inc., PR Newswire  Association  LLC,  Russell  Investment
Group,  StreetInsider.com,  Inc., and Telekurs Financial Information, Ltd. 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  fee
structures.   Acquisition  of  new  content  partners  is  an  ongoing  business
development effort for us.

Customer Base
-------------

Our  customer  base  represents  a  cross-section  of  many  online  businesses,
including newspapers,  television and radio stations, banks, brokerage firms, as
well as corporate  websites.  Notable  customers  include ABC Television  Group,
AdvisorSites,  BISYS Retirement  Services,  Cablevision/Optimum  Online,  Career
Innovations,  CBS Radio,  Clear Channel,  CMP Media,  CNET Networks,  4INFO, Fox
Interactive Media, Gannett, Hearst Media,  McClatchy,  Media General, Media News
Group, NBC Universal, The Nielsen Company, Scripps, and WR Hambrecht.

We also  actively  develop  and  market a consumer  website at  www.StreetIQ.com
operated under our wholly owned subsidiary StreetIQ. StreetIQ.com offers a range
of rich media content  produced by both large media  companies  and  independent
podcasters,  including the latest business news,  stock talk, CEO interviews and
earnings calls. StreetIQ.com also highlights industry events and trade shows.

Employees
---------

FinancialContent currently employs fourteen full-time employees.

Item  2. Description of Property

In June 2002,  we entered into a lease for a 2,903  square foot  facility at 400
Oyster Point  Boulevard,  Suite 435, South San Francisco,  CA 94080. The initial
38-month  term of the lease  expired on July 31, 2005. We continued to lease the
facility under a series of extensions which terminated on August 18, 2006.

                                      -3-
<PAGE>

On August 19, 2006,  we relocated  our  principal  executive  offices to a 4,809
square foot  facility at 101  Lincoln  Centre  Drive,  Suite 410,  Foster  City,
California,  94404. The term of the lease is for 51 months.  Rent was abated for
the  first  3  months  of  the  lease  term.  All  operations  including  system
development,  control and  maintenance  were  performed at this  facility.  Upon
execution  and delivery of the lease we paid the landlord the sum of  $44,242.80
which we booked as a prepaid expense  constituting  pre-paid base rent for month
four,  five,  six, and seven of the initial lease term. The current monthly rent
is $11,061 not inclusive of utilities and other fees. All  operations  including
system development, control and maintenance were performed at this facility.

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

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

Item  3. Legal Proceedings

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

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. We have had no contact from this firm in the last two fiscal years.

On November 7, 2005, we received a letter from an attorney representing a former
consultant  to the  Company  demanding  payment of 300,667  shares of our common
stock based upon alleged services provided under the terms of a contract entered
into between the parties. The Company disputes that any number of shares are due
to this  consultant.  We have not  recorded a reserve on this matter  because we
believe the claim to be without merit and  accordingly  believe any outcome will
not result in an adverse  judgment  against the Company.  We have had no contact
from this consultant in the last fiscal year.

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

None.

                                     PART II

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

                                      -4-
<PAGE>

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 2006                          LOW      HIGH
----------------------------------------------------- -------- --------
Quarter Ending September 30, 2005                     $0.60    $1.03
----------------------------------------------------- -------- --------
Quarter Ending December 31, 2005                      $0.40    $0.84
----------------------------------------------------- -------- --------
Quarter Ending March 31, 2006                         $0.53    $0.94
----------------------------------------------------- -------- --------
Quarter Ending June 30, 2006                          $0.34    $0.98
===================================================== ======== ========

===================================================== ======== ========
Fiscal Year Ending June 2007                          LOW      HIGH
----------------------------------------------------- -------- --------
Quarter Ending September 30, 2006                     $0.27    $0.59
----------------------------------------------------- -------- --------
Quarter Ending December 31, 2006                      $0.35    $0.79
----------------------------------------------------- -------- --------
Quarter Ending March 31, 2007                         $0.36    $0.65
----------------------------------------------------- -------- --------
Quarter Ending June 30, 2007                          $0.35    $0.57
===================================================== ======== ========


As of June 30, 2006,  there were  approximately  266  shareholders of record (in
street name) of the company's Common Stock.

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

Equity Compensation Plan Information
------------------------------------

The  following  table sets forth as of June 30, 2007  certain  information  with
respect to compensation  plans under which our equity  securities are authorized
for issuance, aggregated for compensation plans approved by security holders and
those not approved by security holders.
<TABLE>
<CAPTION>
============================ ========================== ========================== ==========================
Plan Category                Number of securities to    Weighted -average          Number of securities
                             be                         exercise                   remaining available for
                             issued upon exercise       price of                   future issuance under
                             of                         outstanding                equity compensation plans
                             outstanding options        options, warrants
                             warrants and               and
                             rights                     rights
                                                        (excluding securities
                                                        reflected in column (a))
---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                        <C>                        <C>
Equity compensation plans    100,000                    45.91                      0
approved by security
holders
---------------------------- -------------------------- -------------------------- --------------------------
Equity compensation plans    5,000,000                  n/a                        2,802,319
not 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.

                                      -5-
<PAGE>

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,  2007,  the  Company  did not issue any
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.

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

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

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

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

We have incurred net losses in both 2007 and 2006,  and negative cash flows from
operations  in  2006.  For the  year  ended  June  30,  2007,  we had a net loss
attributable  to  common  shareholders  of  $1,475,729.   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 by the end of
the upcoming fiscal year.

Revenues.  Gross Revenues  increased from  approximately  $1,832,944 in the year
ended June 30, 2006 to  $2,849,139  in the year ended June 30, 2007, an increase
in revenues of  $1,016,195  (55.4%).  In the years ended June 30, 2006 and 2007,
all of our income was from subscription based fees and customization charges. We
recognize income from FinancialContent Service's monthly subscription based fees
and customization charges upon collection.  Fees received are amortized over the
term of the service  contract on a straight line basis.  Fees received  prior to
the delivery of service are  recorded as deferred  revenue.  Cash based  revenue
increased from  $1,648,043 in the year ended June 30, 2006, to $2,654,178 in the
year ended June 30, 2007, an increase of $1,006,135  (61.1%).  Non-cash revenues
related to services provided in barter for advertising  services  increased from
$184,901 in the year ended June 30, 2006, to $194,961in  the year ended June 30,
2007, an increase of $10,060 (5.4%).

Cost of revenues.  Cost of revenues increased from approximately $331,039 in the
year ended  June 30,  2006 to  $465,977  in the year  ended  June 30,  2007,  an
increase in cost of revenues of $134,938 or 40.87%. 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.  In the year ended June 30, 2007,
though we were able to reduce our bandwidth  cost by $8,669 over the prior year,
we added new content at an additional  cost of $26,600,  we spent and additional
$16,347 to  acquire  premium  services,  we also paid a third  party  $22,500 to


                                      -6-
<PAGE>

upgrade a customer's  software  platform,  we had additional web site expense of
$15,585, and incurred $61,074 in expense related to advertising revenue share.

General and Administrative.  General and administrative  expenses increased from
approximately  $1,630,069  for the year  ended  June 30,  2006 to  approximately
$2,186,299  for the year ended June 30, 2007,  an increase of $556,230 or 34.1%.
Our general and administrative  expenses have generally  increased  including an
increase of payroll expense of approximately $219,578 (32.1%) from approximately
$683,191  for the year ended June 30, 2006 to  $902,769  for the year ended June
30,  2007,  an  increase in payroll  related  expense of  approximately  $40,414
(35.3%) from approximately $114,340 for the year ended June 30, 2006 to $154,754
for the year ended June 30, 2007, an increase in salary bonuses of approximately
$47,000 (100%) from approximately $0 for the year ended June 30, 2006 to $47,000
for  the  year  ended  June  30,  2007,  an  increase  in  consulting   fees  of
approximately  $51,095  (192.5%) from  approximately  $26,550 for the year ended
June 30,  2006 to $77,645 for the year ended June 30,  2007,  and an increase in
rent expense of approximately $47,568 (68.5%) from approximately $69,457 for the
year  ended  June 30,  2006 to  $117,025  for the  year  ended  June  30,  2007.
Additionally,  we recognized an employee  option expense for the year ended June
30, 2007 in the  approximate  amount of $134,535 as a result of our  adoption of
FASB 123R.

On July 1, 2006, we adopted Statement of Financial  Accounting Standards No. 123
(revised 2004)  "Share-Based  Payment" ("SFAS 123R") that requires  companies to
expense the value of employee  stock  purchase  plans,  stock option  grants and
similar  awards.  We adopted  SFAS 123R under the modified  prospective  method,
which requires the  application of SFAS 123R in 2006 to new awards and to awards
modified,  repurchased  or cancelled  after the  effective  date.  Additionally,
compensation  cost for the portion of  outstanding  awards for which service has
not been rendered (such as unvested  options) that are outstanding as of July 1,
2006, shall be recognized by us as the remaining services are rendered.

Prior to July 1, 2006, we had 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 year ended June 30, 2006,
no  compensation  cost has been  recognized for our stock option plan other than
for options  issued to outside  third  parties.  If we 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, our
general and administrative expense would have increased proportionately for each
such fiscal year prior to the year ended June 30, 2007.

Depreciation and amortization.  Depreciation and amortization expenses increased
to  approximately  $222,759 for the year ended June 30, 2007 from  approximately
$220,678  for the year  ended  June 30,  2006,  an  increase  of $2,081 or 0.9%.
Amortization  of  contracts  purchased  from CNET was $183,825 in both years (no
increase).  Depreciation  of property  and  equipment  increased  slightly  from
$36,853 in the year ended June 30, 2006,  to $38,934 for the year ended June 30,
2007, an increase of $2,081 or 5.6%. 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 decreased from $40,366 in
2006 to  $36,988  in 2007,  a  decrease  of $3,378  (8.4%).  This  decrease  was
primarily due to the Company's  launching a promoting and marketing campaign for
StreetIQ's  services  in 2006.  Expenses in  marketing  and  promoting  StreetIQ
decreased  from $22,146 in 2006 to $6,981 in 2007,  a decrease of  $18,39215,165
(83.168.5%).

Other income (expense).  Net other income (expense) was  approximately  $117,584
for the year ended June 30, 2006 as compared to net other  income  (expense)  of
($960,116)  for the year ended June 30,  2007,  an decrease of net other  income
(expense) of ($1,077,700) (916.5%).  This decrease in net other income (expense)
for the year ended June 30, 2007 was primarily the result of the amortization of
the note sold to Jade Special Strategy, LLC ("Jade"), in the amount of $528,810,
the amortization of the deferred financing costs in closing the transaction with
Jade in the  amount of  $76,749,  the loss  recognized  on the change in warrant
liability  from the warrant  issued to Jade in the amount of  $126,499,  and the
loss on the  change in  derivative  liability  from the note sold to Jade in the
amount of $127,769.  The increase in net other income (expense) is also a result
of an  increase in  interest  expense of  approximately  $64,002  (170.8%)  from


                                      -7-
<PAGE>

approximately $37,472 for the year ended June 30, 2006 to approximately $101,474
for the year  ended June 30,  2007,  and a  decrease  in other  income of $5,402
(82.0%)  from  approximately  $6,587  for  the  year  ended  June  30,  2006  to
approximately $1,185 for the year ended June 30, 2007.

Bad debt.  Our bad debt expense  increased  from $19,745 for the year ended June
30, 2006 to $214,438 for the year ended June 30,  2007,  an increase of $194,693
or 986.1%.  This increase is primarily the result of a writing down the value of
on-line ad inventory originally  estimated at $250,000,  which we conservatively
revalued to $44,000.  The on-line ad inventory  was provided to us by one of our
clients for us to sell in partial consideration of our services.  The on-line ad
inventory is made up of ad views or impressions  that a web site has to sell. An
ad view,  like an ad impression,  is a single ad that appears on a web page when
the page arrives at the viewer's display.

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, 2007,
we  had   approximately   $11,871  of  cash,  cash  equivalents  and  short-term
investments,  and working  capital  deficit of $1,784,826.  The working  capital
deficit increased by $880,945 (97.5%) from the previous fiscal year primarily as
a result of a decrease  in the  unamortized  discount  on  convertible  notes of
$528,810,  an increase in accounts payable of $157,039,  an increase in deferred
revenue of $63,955,  an increase in warrant  liability  of $126,499  and further
increased  by an increase in  derivative  liability  of  $127,769,  offset by an
increase  in  accounts  receivable  (net of reserve for  doubtful  accounts)  of
$324,756.

Net cash provided by operating  activities  was $102,198 for the year ended June
30, 2007 compared to cash used in operating  activities  of  ($550,382)  for the
year ended June 30, 2006. This consisted of the net loss of $1,422,399, adjusted
for the following  non-cash  expenses:  deprecation of $38,934;  amortization of
intangible  assests of  $183,825;  amortization  of deferred  financing  fees of
$76,749;  accretion of discount on  convertible  debt of  $528,810;  increase in
allowance for bad debt of $214,438;  consulting  expense of $201,400  related to
subscrtiption  receivable;  salary  expense  of  $134,535  in  relation  to  the
Company's  Employee  Stock  Option  plan;  change in the  valuation  of  Warrant
Liability  of  $126,499;  and  change in  valuation  of  Derivative  Liabity  of
$127,769;   combined  with  the  non-cash   changes  to  operating   assets  and
liabilities:  an increase in Accounts  Receivable  of $539,194 and a decrease in
income  taxes  payable of $1,200,  offset by: an increase in deposits of $4,795;
increase  in prepaid  expenses  of  $93,050;  increase  in  Accounts  Payable of
$157,039; increase in Accrued Liabilities of $9,177; increase in Management Fees
Payable of $22,100;  increase in Payroll and Payroll Tax Liabilities of $75,091;
increase in Deferred  Revenue of $63,955;  and  increase in Accrued  Interest on
Convertible Notes of $6,825.

Net cash used in investing  activities increased from $35,566 in 2006 to $56,367
in 2007,  an  increase  of $20,801  (58.5%).  In both  years,  these  activities
consisted entirely of the purchase of property and equipment.

For the year ended June 30,  2006,  we  generated  net cash  (used)  provided by
financing activities of $575,707.  Financing activities of the period ended 2006
were  primarily  a result  from the sale of a  $1,000,000  convertible  note and
related  financing  costs and from  advances  from (and  repayments  to) related
parties. For the year ended June 30, 2007, net cash (used) provided by financing
activities of  ($39,446).  Financing  activities  for the period ended 2007 were
primarily  a result  of notes and  advances  from (and  repayments  to)  related
parties and cash payments on the convertible notes.

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

Based on annualized fourth quarter 2006-07 results with organic growth projected
at 50%, we project the following income and expenses over the next 12 months:

                                      -8-
<PAGE>

             Operating Revenue                                   4,000,000
             Cost of Sales                                         680,000
                                                             -------------
             Gross Operating Profit                              3,320,000
             Selling, General & Administrative Expense          (2,988,000)
             Development Expense                                    (0,000)
                                                             -------------
             EBITDA - Op. Inc. Before Depreciation                 292,000
             Depreciation / Amortization                          (220,000)
                                                             -------------
             Operating Profit (Loss) After Depreciation             72,000

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

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

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going  concern.  However,  the  Company has  experienced  recurring
operating  losses in both 2007 and 2006, and negative cash flows from operations
in 2006.  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.

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

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

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


                                      -9-
<PAGE>

will  be   important   in   determining   future   results.   Consequently,   no
forward-looking statement can be guaranteed. Actual events or results may differ
materially from the outcomes we predict.

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

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

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

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

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

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

We have a history of losses and expect to  continue to incur net losses at least
through the year 2008. 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


                                      -10-
<PAGE>

providers  compete with one another and, in some cases,  could  compete with us,
for clients.  Business decisions made by our information providers could have an
adverse effect on our business, operating results or financial condition.

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

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

In addition to the difficulty in obtaining  intellectual property protection for
our intellectual  property, we cannot be assured that unauthorized third parties
will not try to copy our intellectual  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 incur a larger net loss than expected.

Competition
--------------------------------------------------------------------------------

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


                                      -11-
<PAGE>

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 our business.  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.

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.

                                      -12-
<PAGE>

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.

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


                                      -13-
<PAGE>

a potential  acquirer from making an offer to buy our company,  which,  in turn,
could adversely affect the value of our common stock.

The price of our common stock is subject to wide fluctuation
--------------------------------------------------------------------------------

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

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

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

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

We have a substantial number of shares of common stock
--------------------------------------------------------------------------------

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

Ownership of our common stock is concentrated in a small group
--------------------------------------------------------------------------------

As of June 30, 2007,  50.12 percent of our  outstanding  common stock is held by
seven stockholders.  Wilfred Shaw, our chairman of the board or directors, holds
directly  and  indirectly  30.55  percent  of  our  outstanding   common  stock.
Additionally,  Wilfred Shaw and Wing Yu hold  3,000,000  and  1,000,000  shares,
respectively, of our Series D preferred stock that has one for ten voting rights
with the 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.


                                      -14-
<PAGE>

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

None.

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 covered by this annual report
(the "Evaluation Date"). Based on such evaluation,  such officers have concluded
that, as of the  Evaluation  Date,  our  disclosure  controls and procedures are
effective in ensuring that all  information  required to be disclosed in reports
that we file or  submit  to  under  the  Exchange  Act is  recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission  rules and forms.  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 for the 12 months ending June 30, 2006.

Changes in Internal  Controls over Financial  Reporting.  During the most recent
fiscal  year,  there have not been any  changes in our  internal  controls  over
financial  reporting or in other factors that have materially  affected,  or are
reasonably  likely to materially  affect,  our internal  controls over financial
reporting.

Limitations on the Effectiveness of Internal Controls
-----------------------------------------------------

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

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

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

Item 8B.  Other Information.

None

                                    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:
<TABLE>
<CAPTION>
---------------------------- --------- ------------------------------------------- ------------
Name                         Age       Office                                      Since
---------------------------- --------- ------------------------------------------- ------------
<S>                          <C>                                                   <C>
Wilfred Shaw                 37        Chairman and CSO                            1996
---------------------------- --------- ------------------------------------------- ------------
Owen M. Naccarato            58        Director                                    1999
---------------------------- --------- ------------------------------------------- ------------
Wing Yu                      38        Director and CEO                            2000
---------------------------- --------- ------------------------------------------- ------------
Dave Neville                 44        President, General Counsel, and CFO         2000
---------------------------- --------- ------------------------------------------- ------------
Gregg Fidan                  31        Director                                    2001
---------------------------- --------- ------------------------------------------- ------------
</TABLE>

                                      -15-
<PAGE>

Wilfred  Shaw is our  Chief  Strategy  Officer  and  Chairman  of our  Board  of
Directors.  Previously,  he served as the company's Chief Executive  Officer for
approximately 5 years. As the Chief  Executive  Officer,  he was responsible for
the incubating and investing in numerous specialty  technology  startups such as
FinancialContent  Services,  Inc.  Earlier in his career,  Mr. Shaw was the Vice
President of Business  Development at Intertech  Group, a conglomerate  of small
companies  based  in  Asia.  He  also  worked  as  Vice  President  of  Business
Development for IG  International,  Inc., a pharmaceutical  company based in the
San Francisco Bay Area. Mr. Shaw has served on the Boards of Advisors of several
private  investment  and  technology  companies.  He has a  Bachelor  of Arts in
Economics  and Political  Science with a minor in  Psychology  from Saint Mary's
College.  We have entered into a consulting  contract with  SharpManagement.com,
LLC,  for the  services of Mr. Shaw to perform the duties of the Chief  Strategy
Officer in exchange for $10,000 per month.

Wing Yu is our Chief Executive  Officer and one of our four directors.  Prior to
this  position,  Mr.  Yu was our  Chief  Operating  Officer.  He has also held a
variety  of other  senior  positions  within  the  Company,  including  the Vice
President of Web Development. Prior to joining the financial data and technology
industry,  Mr. Yu spent his early  professional  career  within the  educational
field  working as an educator and a freelance  Apple  Macintosh  developer for 6
years. He also worked for Ticketmaster CitySearch.com,  Inc. coordinating online
advertising. Mr. Yu holds a Bachelor of Arts in History from Occidental College,
and a Masters in Arts degree in Instructional Technology. Mr. Yu's annual salary
is currently $180,000.

Owen Naccarato is one of our directors.  Owen  Naccarato,  Esq., CPA and MBA has
for the last ten years been a practicing attorney  specializing in corporate and
securities law. Prior to practicing  law, Mr.  Naccarato held various high level
financial  and operating  positions  with fortune 50 firms.  Mr.  Naccarato is a
member of the American Bar  Association,  the California  State Bar Association,
the  Orange  County  and the Los  Angeles  County  Bar  Associations  and  their
respective  corporate  law  sections.  In  addition  to having a JD in law,  Mr.
Naccarato earned a BS in Accounting from Northern  Illinois  University,  an MBA
from DePaul University  (Chicago) and is a certified public  accountant,  having
articulated  in the State of Illinois.  Mr.  Nacarrato  currently  serves on the
board of South Texas Oil Company.

Gregg Fidan is our former Vice President of Product  Development  and one of our
directors. In March of 2005 he resigned as an employee of the Company. Mr. Fidan
is the founder of BuckInvestor, Inc, a leading investment information portal for
long-term  investors,  which we acquired in 1999 which  coincided with Mr. Fidan
joining our company as an officer and  director.  Prior to this time,  Mr. Fidan
was co-founder of Adtech  Promotions,  a regional marketing and development firm
specializing  in online  usability and search engine  optimization.  He has been
recognized in such leading  publications  as Money  Magazine,  Bloomberg,  CNBC,
Online Investor  Magazine,  and several national  newspapers.  Mr. Fidan holds a
degree in Business  Administration  with a  concentration  in Finance from North
Carolina State  University.  Mr. Fidan is currently serving on our board without
compensation.

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,  licensing,  tax  laws,
securities,  employment and investor  relations.  He has worked extensively with
private and  publicly-traded  companies in the financial services industry.  Mr.
Neville is compensated for his time provided to the Company.

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.

                                      -16-
<PAGE>

To the Company's  knowledge,  no officers,  directors and 10% beneficial  owners
have filed form 5 during the current fiscal year.

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

On September 26, 2004, the Board of Directors of the Company adopted the Code of
Ethics that applies to the  Company's  principal  executive  officer,  principal
financial  officer,  principal  accounting  officer  or  controller,  or persons
performing similar  functions,  which was included as exhibit 14.1 with the June
30, 2004 Form 10KSB/A.

Item 10.  Executive Compensation

Summary Compensation Table
--------------------------

The  following   table  sets  forth  certain   summary   information   regarding
compensation  paid by the Company for services  rendered during the fiscal years
ended June 30, 2007 and 2006,  respectively,  to the Company's  Chief  Executive
Officer,  Chief Strategy Officer and most highly paid executive  officers during
such period.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                            SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------
                                                                Non-Equity
                                                                Incentive     Nonqualified
     Name and                                 Stock     Option  Plan          Deferred      All Other
     principal            Salary     Bonus    Awards    Awards  Compensation  Compensation  Compensation
     position    Year      ($)        ($)       ($)      ($)        ($)       Earnings ($)       ($)         Total ($)
==============  ======  =======  ===========  ========  ======  ============  ============  =============  ===========
<S>              <C>    <C>         <C>           <C>       <C>       <C>           <C>           <C>        <C>
Wing Yu CEO      2007   140,000     4,000         0         0         0             0             0          144,000
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
Wing Yu, CEO     2006   110,000         0         0         0         0             0             0          110,000
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
Wilfred Shaw,    2007   120,000         0         0         0         0             0             0          120,000
CSO
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
Wilfred Shaw,    2006   120,000(1)      0         0         0         0             0             0          120,000
CSO
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
George Katsch,   2007    99,997     2,000         0         0         0             0        48,686(2)       150,683
VP
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
George Katsch,   2006    89,749         0         0         0         0             0         9,075(2)        98,824
VP
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
Mark Dierolf,    2007   102,000    22,500         0         0         0             0             0          124,500
VP
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
Mark Dierolf,    2006    82,300         0         0         0         0             0             0           82,300
VP
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
Brian Deweese,
Dir. Of          2007    94,417    14,000         0         0         0             0             0          108,417
Operations
--------------  ------  -------  -----------  --------  ------  ------------  ------------  -------------  -----------
Brian Deweese,
Dir. Of          2006    69,750    11,790         0         0         0             0             0           81,540
Operations
==============  ======  =======  ===========  ========  ======  ============  ============  =============  ===========
</TABLE>

(1) On March 30, 2006, the Company paid SharpManagement $213,500 for unpaid fees
due through March 31, 2006.
(2) Commissions payable on 10% of cash receipts on sales.

Narrative Disclosure to Summary Compensation Table
--------------------------------------------------

Employee 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


                                      -17-
<PAGE>

valued at $165,000 for services  provided from January 1, 2001 through March 31,
2003. The Company has continued to renew its agreement with  Sharpmanagement and
increased  the monthly fee to $10,000 per month  effective  January 1, 2005.  As
recently  as  January  2006 the  Company  agreed  to renew  the  agreement  with
Sharpmanagement  at the current  rate of $10,000  per month  through the current
year. In April 2006,  the Company paid  Sharpmanagement  $213,500 for unpaid and
accrued fees past services through date of said payment.

Wing Yu: Mr. Yu was promoted to Chief  Operating  Officer on May 11, 2000.  Upon
joining  the  Company,  he earned an annual  salary of $120,000  and  received a
signing  bonus of $6,800.  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.  Mr. Yu's current annual salary
is $180,000.

George Katsch: Mr. Katsch is our Vice President of Sales. We hired Mr. Katsch on
March 1, 2005. Pursuant to his written  employment,  we pay Mr. Katsch a monthly
salary of $8,333 plus commissions of 10% on a cash receipts basis over the first
two years on each of his sales. In addition, we agreed to grant him an option to
purchase  650,000  shares of our common  stock under our 2004 Stock  Option Plan
("Plan").

Mark Dierolf:  Mr. Dierolf is our Vice President of Technology.  Mr. Dierolf was
originally  hired  by us in  2000.  Mr.  Dierolf  is  employed  under a  written
contract. His current monthly salary is $8,5000.

Brian  Deweese:  Mr.  Deweese is our  Director of  Operations.  Mr.  Deweese was
originally  hired by the Company in 2002 under a written  contract.  His current
monthly salary is $8,000.

Outstanding Equity Awards at Fiscal Year-end
--------------------------------------------

The following table sets forth certain summary information regarding outstanding
equity  awards as of June 30, 2007 to the  Company's  Chief  Executive  Officer,
Chief  Strategy  Officer  and most highly paid  executive  officers  during such
period.
<TABLE>
<CAPTION>
                                              OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
   ---------------------------------------------------------------------------------------------------------------------------------
                            OPTION AWARDS                                                          STOCK AWARDS
   ---------------------------------------------------------------------------------- ---------- --------- ------------ -----------
                                                                                                                        Equity
                                                                                                                        Incentive
                                                                                                           Equity       Plan
                                                                                                           Incentive    Awards:
                                                                                                 Market    Plan         Market
                                                                                      Number     Value     Awards:      or
                                                Equity                                of         of        Number       Payout
                                                Incentive                             Shares     Shares    of           Value of
                                                Plan                                  or         or        Unearned     Unearned
                                                Awards:                               Units      Units     Shares,      Shares,
                Number of     Number of         Number of                             of         of        Units or     Units or
                Securities    Securities        Securities                            Stock      Stock     Other        Other
                Underlying    Underlying        Underlying                            That       That      Rights       Rights
                Unexercised   Unexercised       Unexercised   Option                  Have       Have      That         That
                Options       Options           Unearned      Exercise   Option       Not        Not       Have Not     Have Not
                (#)           (#)               Options       Price      Expiration   Vested     Vested    Vested       Vested
   Name         Exercisable   Unexercisable(1)  (#)           ($)        Date            (#)        ($)       (#)          (#)
   ------------ ------------- ----------------- ------------- ---------- ------------ ---------- --------- ------------ -----------
<S>              <C>          <C>               <C>            <C>       <C>          <C>        <C>       <C>          <C>
   Wing Yu       200,000      450,000            -             1.30      06/04/1      4  -          -         -           -
   ------------ ------------- ----------------- ------------- ---------- ------------ ---------- --------- ------------ -----------
   Wilfred       0            0                  -             -          -               -         -         -            -
   Shaw
   ------------ ------------- ----------------- ------------- ---------- ------------ ---------- --------- ------------ -----------
   George        0            0                  -             -          -               -         -         -            -
   Katsch
   ------------ ------------- ----------------- ------------- ---------- ------------ ---------- --------- ------------ -----------
   Mark         75,000        225,000           -             1.30       06/04/1      4  -          -         -            -
   Dierolf
   ------------ ------------- ----------------- ------------- ---------- ------------ ---------- --------- ------------ -----------
   Brian        125,000       70,000            -             1.30       06/04/1      4  -          -         -            -
   Deweese
   ------------ ------------- ----------------- ------------- ---------- ------------ ---------- --------- ------------ -----------
</TABLE>

(1)  Number of  securities  underlying  unexercised  options  unexercisable  are
allocated across over three separate  vesting  schedules and in various amounts:
upon issuer listing on senior exchange,  a change in ownership of the issuer, or
at the discretion of the issuer's compensation committee.

                                      -18-
<PAGE>

Compensation of Directors
-------------------------
<TABLE>
<CAPTION>

                 =================================================================================================
                             Fees                           Non-Equity    Non-Qualified
                             Earned or                      Incentive     Deferred          All
                             Paid in     Stock    Option    Plan          Compensation      Other
                             Cash        Awards   Awards    Compensation  Earnings          Compensation  Total
                 Name        ($)         ($)      ($)       ($)           ($)               ($)           ($)
                 (a)         (b)         (c)      (d)       (e)           (f)               (g)           (j)
                 ----------- ----------- -------- --------- ------------- ----------------- ------------- --------
<S>                              <C>        <C>      <C>       <C>           <C>               <C>           <C>
                 Wing Yu         0          0        0         0             0                 0             0
                 ----------- ----------- -------- --------- ------------- ----------------- ------------- --------
                 Wilfred         0          0        0         0             0                 0             0
                 Shaw
                 ----------- ----------- -------- --------- ------------- ----------------- ------------- --------
                 Gregg Fidan     0          0        0         0             0                 0             0
                 ----------- ----------- -------- --------- ------------- ----------------- ------------- --------
                 Owen            0          0        0         0             0                 0             0
                 Naccarato
                 =================================================================================================
</TABLE>

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

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

Security Owners of Certain Beneficial Owners.
---------------------------------------------

The  following  table sets forth certain  summary  information  regarding  those
persons  known  by us to be a  beneficial  owner of more  than 5% of our  voting
common stock as of September 20, 2007.

================================================================================
    Title of class         Name and address of       Amount        Percent
                            beneficial owner        and nature     of class
                                                        of          (%)(1)
                                                    beneficial
                                                    ownership
---------------------- --------------------------- --------------- -------------
                       CNET Networks, Inc.
Class A Common         235 Second Street
                       San Francisco, CA 94105      2,239,910(2)     16.94
---------------------- --------------------------- --------------- -------------
                       Jade Special Strategy, LLC
                       1175 Walt Whitman Road,
Class A Common         Suite                        2,079,993(3)     15.92
                       100
                       Melville, New York 11747
---------------------- --------------------------- --------------- -------------
                       Times Square International
                       145 Traders Blvd. E, #40
Class A Common         Mississaauga Ontario           618,691         5.63
                       LAZ 3L3
                       Canada
================================================================================

(1) These  percentages  are based upon  10,982,610  shares of our  common  stock
outstanding  as of  September  20,  2007  plus,  for each  person or group,  any
securities that person or group has the right to acquire within 60 days pursuant
to  options,   warrants,   rights,   conversion   privileges  or  other  rights.
Additionally,  the  10,982,610  does not  include  the  4,000,000  shares of the
Company's  Series D preferred stock issued to Wilfred Shaw and Wing Yu, who hold
3,000,000  and  1,000,000  shares of such  stock,  respectively.  Each holder of
Series D Preferred Stock are 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.
(2) 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.
(3)  Represents  a Note  and  Warrant  Purchase  Agreement  for  the  sale  of a
$1,000,000   secured   convertible  note  (the  "original  note").  The  secured
convertible  note bears  interest  at a rate of 9% per annum,  matures two years
from  the  date of  issuance,  and is  convertible  in  whole  or in  part  into
registrable  shares  of the  Company's  common  stock at $0.75  per  share.  The
warrants  issuable under the agreement are equal to  twenty-five  percent of the
number  of  shares  into  which  the  entire  principal  amount  of the  note is
convertible at an exercise price of $1.00 per share plus twenty-five  percent of
the number of shares into which the note is  convertible at an exercise price of
$1.25 per share. The above table assumes a total amount  outstanding on the note
of  $910,000,  plus an  additional  $150,000  on another  note issued to Jade on
August 20, 2007,  with  identical  terms as the original note issued to Jade, as
amended.  666,666  shares of the  2,079,993  are issuable  upon  exercise of the
warrants issued under the original note.

The following table sets forth certain summary information  regarding our voting
common  stock  beneficially  owned  by our  directors,  our  executive  officers
identified  above,  and our directors  and  executive  officers as a group as of
September 20, 2006.

                                      -19-
<PAGE>
================================================================================
  Title of class      Name of beneficial        Amount and     Percent
                            owner               Nature of     of class(1)
                                               Beneficial
                                                ownership
------------------ ------------------------- ----------------- ------------
                   Wilfred Shaw
                   101 Lincoln Centre
Class A Common     Drive, Suite410
                   Foster City, CA 94404     2,229,765(2)       20.30
------------------ ------------------------- ----------------- ------------
                   Asia Pacific Ventures
                   Suite 13, 16th Floor
Class A Common     Kinwick Center,           1,125,780(3)       10.25
                   32 Hollywood Road
                   Central Hong Kong, H.K.
------------------ ------------------------- ----------------- ------------
                   Wing Yu
                   101 Lincoln Centre
Class A Common     Drive, Suite 410            635,889(4)(5)     5.69
                   Foster City, CA 94404
------------------ ------------------------- ----------------- ------------
                   Gregg Fidan
                   101 Lincoln Centre
Class A Common     Drive, Suite 410            838,557           7.64
                   Foster City, CA 94404
------------------ ------------------------- ----------------- ------------
                   Mark Dierolf
                   101 Lincoln Centre
Class A Common     Drive, Suite 410            628,657(6)        5.69
                   Foster City, CA 94404
------------------ ------------------------- ----------------- ------------
                   Brian Deweese
                   101 Lincoln Centre
Class A Common     Drive, Suite 410            190,000(7)        1.71
                   Foster City, CA 94404
------------------ ------------------------- ----------------- ------------
                   Dave Neville
                   101 Lincoln Centre
Class A Common     Drive, Suite 410            280,609(8)        2.53
                   Foster City, CA 94404
------------------ ------------------------- ----------------- ------------
Class A Common     Directors and Officers    5,929,257(9)       51.52
                   as a Group
================================================================================

(1) These  percentages  are based upon  10,982,610  shares of our  common  stock
outstanding  as of  September  20,  2007  plus,  for each  person or group,  any
securities that person or group has the right to acquire within 60 days pursuant
to  options,   warrants,   rights,   conversion   privileges  or  other  rights.
Additionally,  the  10,982,610  does not  include  the  4,000,000  shares of the
Company's  Series D preferred stock issued to Wilfred Shaw and Wing Yu, who hold
3,000,000  and  1,000,000  shares of such  stock,  respectively.  Each holder of
Series D Preferred Stock are 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.
(2) See note 1.
(3) Asia Pacific Ventures is a related party to Wilfred Shaw.
(4) See note 1.
(5)  200,000  of  the  635,889  shares  listed   represents  shares  vested  and
exercisable under an option within the next 60 days.
(6) 75,000 of the 628,657 shares listed represents shares vested and exercisable
under an option within the next 60 days.
(7)  125,000  of  the  190,000  shares  listed   represents  shares  vested  and
exercisable under an option within the next 60 days.
(8) 125,000 of the 280,609 shares listed represent shares vested and exercisable
under an option within the next 60 days.


Item  12. Certain Relationships and Related Transactions.

A.       Wing Yu

The Company has received advances and loans from Wing Yu, and these advances and
loans bear no interest.  During the year ended June 30,  2007,  Wing Yu advanced
$50,767 to the  Company.  As of June 30,  2007,  Wing Yu is owed  $41,171 by the
Company.

B. Sharpmanagement.com, LLC

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this  contract,  as  amended  effective  January 1, 2005 and  renewed  effective
January 1, 2006, the Company is required to pay $10,000 per month for each month
that Mr. Shaw provides  services to the Company.  Mr. Wilfred Shaw is a majority
owner of  SharpManagement.com.  The current  balance owed to  Sharpmanagment  is
$50,527.

                                      -20-
<PAGE>


Item  13.  Exhibits and Reports on Form 8-K

(a)       Exhibits

31.1      Certification  of  the  Chief  Executive   Officer  pursuant  to  Rule
          13a-14(a)(Section 302 of the Sarbanes-Oxley Act of 2002)

31.2      Certification  of  the  Chief  Financial   Officer  pursuant  to  Rule
          13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)

32.1      Certification  of the Chief  Executive  Officer  and  Chief  Financial
          Officer   pursuant   to  18   U.S.C.ss.1350   (Section   906   of  the
          Sarbanes-Oxley Act of 2002)

(b) Reports on Form 8-K

February 5, 2007   Items 4.01: Change in registered certified accountant


Item 14.  Principal Accountant Fees and Services.

The Company paid or accrued the  following  fees in each of the prior two fiscal
years to its independent  certified public accountants,  PMB Helin Donovan,  LLP
(formerly "Pohl, McNabola, Berg & Co., LLP):

                         For the Year Ended June 30,
--------------------------------------------------------------------------------
                                     2007                               2006
--------------------------------------------------------------------------------
Audit Fees (1)                  $   64,407                          $   44,782
--------------------------------------------------------------------------------
Audit-Related Fees                    --                                  --
--------------------------------------------------------------------------------
Tax Fees                              --                                   125
--------------------------------------------------------------------------------
All Other Fees (2)                     813                              40,903
--------------------------------------------------------------------------------
Total Fees                      $   65,220                          $   85,810
--------------------------------------------------------------------------------

1. "Audit Fees" consisted of fees billed for services  rendered for the audit of
the Company's annual financial  statements and audit related fees are for review
of the financial  statements included in the Company's quarterly reports on Form
10-QSB.
2.  "Other  Fees"  consisted  of fees  primarily  associated  with the filing of
registration statements,  and amending our 10KSBs for the periods ending in June
30, 2004 and 2005 and our 10QSB for the  quarter  ended  September  30, 2005 per
comments received from the SEC related to the beneficial  conversion  feature in
the convertible  preferred stock we issued during its fiscal year ended June 30,
2004.

                                      -21-
<PAGE>

SIGNATURES

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

                                    FinancialContent, Inc.

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

                                    Dated: September 28, 2007


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

/s/   Wing Yu                       September 28, 2007
--------------------------
Wing Yu
Chief Executive Officer
Director


/s/   Wilfred Shaw                  September 28, 2007
--------------------------
Wilfred Shaw
Chief Strategy Officer
and Director


/s/   Dave Neville                  September 28, 2007
--------------------------
Dave Neville
Chief Financial Officer
President
General Counsel


/s/   Gregg Fidan                   September 28, 2007
--------------------------
Gregg Fidan
Director


                                      -22-


                             FINANCIALCONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2007 AND 2006




<PAGE>


                             FINANCIALCONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2007 AND 2006






                                 C O N T E N T S



Report of Independent Registered Public Accounting Firm                      1

Consolidated Balance Sheets                                              2 - 3

Consolidated Statements of Operations and Comprehensive Loss                 4

Consolidated Statements of Changes in Shareholders' Equity (Deficit)     5 - 6

Consolidated Statements of Cash Flows                                    7 - 8

Notes to Consolidated Financial Statements                              9 - 36


<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, 2007 and 2006,
and the related  consolidated  statements of operations and comprehensive  loss,
changes in shareholders'  equity (deficit) and cash flows for each of the fiscal
years then ended. These consolidated financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of  FinancialContent,  Inc. as of
June 30, 2007 and 2006, and the results of its operations and its cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company experienced a significant net loss in the year
ending  June 30,  2007 and 2006,  and as of June 30,  2007,  has an  accumulated
deficit  of  $24,367,059  and a working  capital  deficit of  $1,784,826.  These
matters raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note  2. In the  event  additional  funds  are  raised,  continuation  of the
business  thereafter  is  dependent  upon the  ability of the Company to achieve
sufficient cash flow. The accompanying  financial  statements do not include any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.


/s/ PMB + Helin Donovan, LLP
--------------------------------
PMB + Helin Donovan, LLP
San Francisco, California
September 26, 2007


                                      F-1

<PAGE>


                             FINANCIALCONTENT, INC.
                           CONSOLIDATED BALANCE SHEETS
                          AS OF JUNE 30, 2007 AND 2006

<TABLE>
<CAPTION>

                                    ASSETS                          2007           2006
                                    ------                      -----------    -----------
<S>                                                             <C>            <C>
Current Assets:
     Cash and cash equivalents                                  $    10,680    $     4,295
     Short-term investments in marketable securities                  1,191         14,250
     Accounts receivable - trade (net of reserve for doubtful
        accounts of $236,609 and $22,171, respectively)             491,916        167,160
     Prepaid expenses                                                12,423        105,473
     Deposits                                                        18,437         23,232
                                                                -----------    -----------

        Total Current Assets                                        534,647        314,410
                                                                -----------    -----------

Property and Equipment :
     Office furniture                                                22,945         15,806
     Equipment                                                      253,234        204,006
     Software                                                         5,992          5,992
                                                                -----------    -----------

        Property and Equipment, cost                                282,171        225,804

     Accumulated depreciation                                      (208,086)      (169,151)
                                                                -----------    -----------

        Property and Equipment, net                                  74,085         56,653
                                                                -----------    -----------

Other Assets:
     Long-term investments                                            6,612          6,612
     Deferred financing fees (net of amortization of $97,097
        and $20,348, respectively)                                   56,403        133,152
     Purchased contracts - CNET (net of amortization
        of $855,321 and $671,496, respectively)                     183,825        367,650
                                                                -----------    -----------

        Total Other Assets                                          246,840        507,414
                                                                -----------    -----------

           Total Assets                                         $   855,572    $   878,477
                                                                ===========    ===========
</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, 2007 AND 2006


                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------                                2007             2006
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
Current Liabilities:
     Accounts payable                                                              $    274,488    $    117,449
     Management fees due to related party                                                50,527          28,427
     Payroll and taxes payable                                                          112,280          37,189
     Other accrued expenses                                                              17,409           9,431
     Deferred revenue                                                                   110,050          46,095
     Related party advances                                                              41,171             617
     Convertible notes payable                                                          910,000         990,000
     Unamortized discount on convertible notes                                         (361,042)       (889,852)
     Accrued interest on convertible notes payable                                        6,825            --
     Warrant liability                                                                  323,666         197,167
     Derivative liability                                                               653,201         525,432
     Liabilities of discontinued operations                                             117,509         117,509
     Dividend payable                                                                    63,389          38,827
                                                                                   ------------    ------------

         Total Current Liabilities                                                    2,319,473       1,218,291
                                                                                   ------------    ------------

Stockholders' Equity:
     Preferred stock, $0.001 par value;  200,000,000 shares authorized Preferred
         stock Series A, $0.001 par value; 2,239,910
            shares issued and outstanding                                                 2,240           2,240
         Preferred stock Series B, $0.001 par value; 600,000
            shares issued and outstanding                                                   600             600
         Preferred stock Series C, $0.001 par value; 1,134,668 and
            1,168,001 shares issued and outstanding, respectively                         1,135           1,168
         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;
         10,982,610 and 10,949,277 issued and outstanding, respectively                  10,982          10,949
     Additional paid-in-capital                                                      23,008,704      22,672,769
     Accumulated other comprehensive loss                                              (124,503)       (111,444)
     Accumulated deficit                                                            (24,367,059)    (22,920,096)
                                                                                   ------------    ------------

         Total Stockholders' Equity                                                  (1,463,901)       (339,814)
                                                                                   ------------    ------------

            Total Liabilities and Stockholders' Equity                             $    855,572    $    878,477
                                                                                   ============    ============
</TABLE>
   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                   FOR THE YEARS ENDED JUNE 30, 2007 AND 2006


                                                                2007             2006
                                                            ------------    ------------
<S>                                                         <C>             <C>
Revenues:
      Net revenues                                          $  2,654,178    $  1,648,043
      Barter revenues (non-cash)                                 194,961         184,901
                                                            ------------    ------------
         Total Revenues                                        2,849,139       1,832,944

Costs of revenues (depreciation expense
      is not included in cost of revenues)                      (465,977)       (331,039)


Operating Expenses:
      Business development                                        36,988          40,366
      General and administrative                               2,186,299       1,630,069
      Bad debt                                                   214,438          19,745
      Advertising expense - barter (non-cash)                    182,961         162,828
      Amortization and depreciation                              222,759         220,678
                                                            ------------    ------------
         Total Operating Expenses                              2,843,445       2,073,686
                                                            ------------    ------------

         Loss from Operations                                   (460,283)       (571,781)
                                                            ------------    ------------

Other Income (Expense):
      Other income                                                 1,185           6,587
      Amortization of deferred financing costs                   (76,749)        (20,348)
      Gain/(loss) on change in warrant liability                (126,499)         93,334
      Gain/(loss) on change in derivative liability             (127,769)        184,067
      Amortization of note discount                             (528,810)       (110,148)
      Gain on investment                                            --             1,564
      Interest expense                                          (101,474)        (37,472)
                                                            ------------    ------------

         Total Other Income(Expense)                            (960,116)        117,584
                                                            ------------    ------------

      Net Loss before Taxes                                   (1,420,399)       (454,197)

         Provision for income tax                                 (2,000)         (1,200)
                                                            ------------    ------------

      Net Loss from Operations                                (1,422,399)       (455,397)

         Preferred stock dividend                                (24,564)        (49,124)
                                                            ------------    ------------

            Net Loss Attributable to Common Stockholders      (1,446,963)       (504,521)
                                                            ------------    ------------

Other comprehensive income:
      Unrealized gain/(loss) on securities                       (13,059)        (62,296)
                                                            ------------    ------------

Comprehensive Loss                                          $ (1,460,020)   $   (566,817)
                                                            ============    ============


Net loss per share from continuing operations (basic and
diluted)                                                    $      (0.13)   $      (0.05)
Net loss per share from cash dividend (basic and diluted)          (0.00)          (0.00)
                                                            ------------    ------------
      Total loss per share (basic and diluted)              $      (0.13)   $      (0.05)
                                                            ============    ============

Shares used in per share calculation (basic and diluted)      10,962,154      10,443,157
                                                            ============    ============
</TABLE>


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

                                      F-4
<PAGE>


<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2007 AND 2006
[split table]

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


<S>                                                   <C>       <C>             <C>          <C>
Balance, June 30, 2005                                2,239,910 $     2,240     1,033,334    $     1,033
                                                    =========== ===========   ===========    ===========

Net loss from operations during the period                 --          --            --             --
Net unrealized gain (loss) on securities, net              --          --            --             --
Conversion of preferred stock                              --          --        (433,334)          (433)
Conversion of note principal                               --          --            --             --
Compensation expense recognized on subscription
receivable                                                 --          --            --             --
Realize prior period other comprehensive losses            --          --            --             --
Dividends                                                  --          --            --             --
--------------------------------------------------- ----------- -----------   -----------    -----------

Balance, June 30, 2006                                2,239,910 $     2,240       600,000    $       600
                                                    =========== ===========   ===========    ===========

      Net loss from operations during the period          --            --           --             --
      Net unrealized gain (loss) on securities, net       --            --           --             --
      Conversion of preferred stock                       --            --           --             --
      Compensation expense recognized
        on subscription receivable                        --            --           --             --
      Compensation expense recognized
        on employee stock option plan                     --            --           --             --
      Dividends                                           --            --           --             --
                                                    ----------- -----------   -----------    -----------

Balance, June 30, 2007                                2,239,910 $     2,240       600,000    $       600
                                                    =========== ===========   ===========    ===========

</TABLE>

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


                                      F-5A-
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2007 AND 2006

                                                           Preferred Stock               Preferred Stock
                                                               Series C                     Series D
                                                      --------------------------    -------------------------
                                                        Shares         Amount         Shares        Amount
---------------------------------------------------   -----------    -----------    -----------   -----------

<S>                                                     <C>          <C>              <C>         <C>
Balance, June 30, 2005                                  1,301,334    $     1,301      4,000,000   $     4,000
                                                      ===========    ===========    ===========   ===========

Net loss from operations during the period                   --             --             --            --
Net unrealized gain (loss) on securities, net                --             --             --            --
Conversion of preferred stock                            (133,333)          (133)          --            --
Conversion of note principal                                 --             --             --            --
Compensation expense recognized on subscription
receivable                                                   --             --             --            --
Realize prior period other comprehensive losses              --             --             --            --
Dividends                                                    --             --             --            --
---------------------------------------------------   -----------    -----------    -----------   -----------

Balance, June 30, 2006                                  1,168,001    $     1,168      4,000,000   $     4,000
                                                      ===========    ===========    ===========   ===========

      Net loss from operations during the period             --             --             --            --
      Net unrealized gain (loss) on securities, net          --             --             --            --
      Conversion of preferred stock                       (33,333)           (33)          --            --
      Compensation expense recognized
        on subscription receivable                           --             --             --            --
      Compensation expense recognized
        on employee stock option plan                        --             --             --            --
      Dividends                                              --             --             --            --
                                                      -----------    -----------    -----------   -----------

Balance, June 30, 2007                                  1,134,668    $     1,135      4,000,000   $     4,000
                                                      ===========    ===========    ===========   ===========
</TABLE>

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

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

                                          FINANCIALCONTENT, INC.
                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                                FOR THE YEARS ENDED JUNE 30, 2007 AND 2006
[split table]





                                                                Common Stock                            Additional
                                                           ------------------------    Subscription      Paid-in
                                                            Shares        Amount        Receivable       Capital
                                                         ------------   ------------   ------------    ------------



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

     Net loss from operations during the period                  --             --             --              --
     Net unrealized gain (loss) on securities, net               --             --             --              --
     Conversion of preferred stock                            566,667            566           --              --
     Conversion of note principal                              13,333             13           --             9,987
     Compensation expense recognized on subscription
    receivable                                                   --             --          201,400            --
     Realize prior period other comprehensive losses             --             --             --              --
     Dividends                                                   --             --             --              --
                                                         ------------   ------------   ------------    ------------


Balance, June 30, 2006                                     10,949,276   $     10,949   $    318,994)   $ 22,991,763
                                                         ============   ============   ============    ============

     Net loss from operations during the period                  --             --             --              --
     Net unrealized gain (loss) on securities, net               --             --             --              --
     Conversion of preferred stock                             33,334             33           --              --
     Compensation expense recognized on subscription
    receivable                                                   --             --          201,400            --
     Compensation expense recognized on employee stock
    option plan                                                  --             --             --           134,535
     Dividends                                                   --             --             --              --
                                                         ------------   ------------   ------------    ------------


Balance, June 30, 2007                                     10,982,610   $     10,982   $    117,594)   $ 23,126,298
                                                         ============   ============   ============    ============
</TABLE>


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

                                      F-6A
<PAGE>

<TABLE>
<CAPTION>

                                          FINANCIALCONTENT, INC.
                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                                FOR THE YEARS ENDED JUNE 30, 2007 AND 2006

                                                           Accumulated
                                                              Other                           Total
                                                          Comprehensive    Accumulated     Shareholders'
                                                          Income (loss)      Deficit         Equity
                                                          ------------    ------------    ------------



<S>                                                       <C>             <C>             <C>
Balance, June 30, 2005                                    $    (70,618)   $(22,394,105)   $     15,603
                                                          ============    ============    ============

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


Balance, June 30, 2006                                    $   (111,444)   $(22,920,096)   $   (339,814)
                                                          ============    ============    ============

     Net loss from operations during the period                   --        (1,422,399)     (1,422,399)
     Net unrealized gain (loss) on securities, net             (13,059)           --           (13,059)
     Conversion of preferred stock                                --              --              --
     Compensation expense recognized on subscription
    receivable                                                    --              --           201,400
     Compensation expense recognized on employee stock
    option plan                                                   --              --           134,535
     Dividends                                                    --           (24,564)        (24,564)
                                                          ------------    ------------    ------------


Balance, June 30, 2007                                    $   (124,503)   $(24,367,059)   $ (1,463,901)
                                                          ============    ============    ============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-6B
<PAGE>


<TABLE>
<CAPTION>

                                          FINANCIALCONTENT, INC.
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE YEARS ENDED JUNE 30, 2007 AND 2006

                                                                           2007            2006
                                                                        -----------    -----------
Operating Activities:
<S>                                                                     <C>            <C>
     Net loss from operations                                           $(1,422,399)   $  (455,397)

Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
        Depreciation                                                         38,934         36,853
        Amortization of intangible asset                                    183,825        183,825
        Amortization of financing costs                                      76,749         20,348
        Amortization of note discount                                       528,810        110,148
        Allowance for bad debts                                             214,438          1,887
        Expense recognized in connection with subscription receivable       201,400        201,400
        Expense recognized for employee stock option plan                   134,535           --
        Gain on investments                                                    --           (1,564)
        Stock received for services rendered                                   --          (73,940)
        Change in valuation of warrant liability                            126,499        (93,334)
        Change in valuation of derivative liability                         127,769       (184,067)

Changes in operating assets and liabilities:
     Increase in accounts receivable - trade                               (539,194)       (53,972)
     (Increase) decrease in deposits                                          4,795        (16,287)
     (Increase) decrease in prepaid expenses                                 93,050        (99,874)
     Decrease in income tax payable                                          (1,200)        (1,600)
     Increase (decrease) in accounts payable                                157,039        (30,627)
     Increase (decrease) in accrued liabilities and expenses                  9,177         (3,327)
     Increase (decrease) in management fees due to related party             22,100        (96,465)
     Increase (decrease) in payroll and taxes payable                        75,091         (1,388)
     Increase in deferred revenue                                            63,955         13,718
     Decrease in accrued interest                                              --           (6,719)
     Increase in accrued convertible interest                                 6,825           --
                                                                        -----------    -----------

        Net cash provided by (used in) operating activities                 102,198       (550,382)
                                                                        -----------    -----------

Investing activities:
     Purchase of property and equipment                                     (56,367)       (35,566)
                                                                        -----------    -----------

        Net cash used in investing activities                               (56,367)       (35,566)
                                                                        -----------    -----------
</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, 2007 AND 2006


                                                                                        2007          2006
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Financing activities:
     Proceeds from convertible note                                                       --        1,000,000
     Payments on convertible note                                                      (80,000)          --
     Deferred financing costs - convertible note                                          --         (153,500)
     Proceeds from notes payable                                                        30,000           --
     Payments on notes payable                                                         (30,000)          --
     Payments on notes payable - related party                                            --         (218,100)
     Proceeds from advances from officers                                               50,150         89,517
     Payments on advances from officers                                                 (9,596)       (93,084)
     Payment of preferred stock dividend                                                  --          (49,126)
                                                                                   -----------    -----------

         Net cash (used) provided by financing activities                              (39,446)       575,707
                                                                                   -----------    -----------

         Increase (Decrease) in cash and cash equivalents                                6,385        (10,241)

Cash and cash equivalents, beginning of period                                           4,295         14,536
                                                                                   -----------    -----------

Cash and cash equivalents, end of period                                           $    10,680    $     4,295
                                                                                   ===========    ===========


Supplemental  disclosures of cash flow information:  Cash paid during the period
     for:
         Interest                                                                  $    85,383    $    49,847
                                                                                   ===========    ===========
         Financing fess - early termination                                        $    16,092    $      --
                                                                                   ===========    ===========
         Taxes                                                                     $     2,400    $     3,200
                                                                                   ===========    ===========

Supplemental disclosures of non-cash transactions:
     Expense recognized in connection with subscription receivable                 $   201,400    $   201,400
                                                                                   ===========    ===========
     Expense recognized in connection with employee stock option plan              $   134,535    $      --
                                                                                   ===========    ===========
     Barter revenue transactions for advertising                                   $   194,961    $   184,901
                                                                                   ===========    ===========
     Barter expense transactions for advertising                                   $   182,961    $   162,828
                                                                                   ===========    ===========
     Financing fees for convertible debt                                           $      --      $   153,500
                                                                                   ===========    ===========
     Issuance of common stock for convertible note principal                       $      --      $    10,000
                                                                                   ===========    ===========
     Write off of accounts payable and accrued expenses                            $      --      $     6,561
                                                                                   ===========    ===========
</TABLE>

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

                                      F-8
<PAGE>


                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


1.       Summary of Significant Accounting Policies

A.       General Description of Business

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

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

The  Company  also  actively   develops  and  markets  a  consumer   website  at
www.StreetIQ.com  operated under its wholly-owned subsidiary StreetIQ.com,  Inc.
("StreetIQ.com").  StreetIQ.com offers a range of rich media content produced by
both large media  companies  and  independent  podcasters,  including the latest
business news, stock talk, CEO interviews and earnings calls.  StreetIQ.com also
highlights industry events and trade shows.


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, 2007 and 2006,  have been  prepared in
accordance with accounting  principles  generally accepted in the United States.
The consolidated  financial  statements  include the accounts of the Company and
its  subsidiaries.  All  intercompany  transactions  have been  eliminated.  The
Company's fiscal year ends on June 30 each year.


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

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

                                      F-9
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


1.       Summary of Significant Accounting Policies (continued)

D.       Property and Equipment

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


E.       Income Taxes

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

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


F.       Revenue Recognition

The  Company's  primary  source  of  revenues  is  through  providing  access to
financial data (e.g., stock quotes) to other Internet properties on a monthly or
other periodic  subscription  basis and  customization  charges that the Company
recognizes  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.

The Company also earns  advertising  revenue from its online podcast  directory.
Advanced fees are amortized  over the term of the insertion  order on a straight
line basis  which the  Company  will record as revenue at the end of the term of
the insertion  order.  Fees based on ad impressions are recorded as revenue upon
receipt.

The Company also earns revenue from the  development  and management of websites
for third  parties.  Fees are  recorded  based upon  completion  of  services as
contractually agreed.

                                      F-10
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


1.       Summary of Significant Accounting Policies (continued)

G.       Product and Website Development

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


H.       Capitalized Computer Software

During  the two  years  ended  June 30,  2007 and  2006,  no  internal  software
development  costs were  capitalized,  as the costs incurred  between  achieving
technological  feasibility  and  product  release  were  minimal.  Research  and
development costs, including the design of product enhancements, are expensed as
incurred. The Company has not capitalized any software development costs.


I.       Advertising Costs

All advertising costs are expensed as incurred. The Company incurred advertising
expenses of $198,635 for the year ended June 30, 2007,  of which  $182,961  were
paid by barter service  transactions.  The Company incurred advertising expenses
of $173,876 for the year ended June 30,  2006,  of which  $162,828  were paid by
barter service transactions.


J.       Marketable Securities and Long-Term Investments

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

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


                                      F-11
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


1.       Summary of Significant Accounting Policies (continued)

K.       Use of Estimates

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

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


L.       Earnings per Share

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

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

The  difference  between  Basic and  Diluted  EPS would be due to the  effect of
dilutive  stock  options  and  warrants.  However,  the  Company had no dilutive
securities  in 2007 and 2006 due to the  Company  having  net losses in 2007 and
2006.


M. Segments of an Enterprise and Related Information

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


N.       Comprehensive Income

SFAS No.  130,  "Reporting  Comprehensive  Income,"  established  standards  for
reporting and presentation of comprehensive  income and its components in a full
set of financial  statements.  Comprehensive  income  consists of net income and
unrealized gains (losses) on available-for-sale marketable securities.

                                      F-12
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


1.       Summary of Significant Accounting Policies (continued)

O.       Business Risks and Credit Concentrations

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

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

Accounts   receivable  are  unsecured.   The  Company  performs  ongoing  credit
evaluations  of its customers'  financial  condition.  It generally  requires no
collateral.  Management  periodically  reviews  Trade  Accounts  Receivable  and
records an  estimated  reserve for doubtful  accounts  based upon the age of the
outstanding  amounts.  The Company  does not write off any  accounts  receivable
until they  determine  that they have  exhausted  all  avenues  for  attempts at
collection (including third-party collection agencies). Management evaluated the
accounts  receivable and reserved $236,609 and $22,171 of accounts receivable as
of June 30, 2007 and 2006, respectively.


P.       Fair Value of Financial Instruments

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


Q.       Software Developed for Internal Use

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


R.       Intangibles

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

                                      F-13
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


1.       Summary of Significant Accounting Policies (continued)

S.       Long-lived Assets

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


T.       Stock-Based Compensation

The    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.  On July 1, 2006, the Company  adopted
Statement of Financial  Accounting Standards No. 123 (revised 2004) "Share-Based
Payment" ("SFAS 123R") that requires  companies to expense the value of employee
stock  purchase  plans,  stock  option  grants and similar  awards.  The Company
adopted  SFAS 123R under the modified  prospective  method,  which  requires the
application  of SFAS 123R in fiscal  2007 to new awards and to awards  modified,
repurchased or cancelled  after the effective date.  Additionally,  compensation
cost for the  portion  of  outstanding  awards  for which  service  has not been
rendered  (such as unvested  options) that are  outstanding  as of July 1, 2006,
shall be recognized as the remaining services are rendered.


U.       Barter Transactions

In 2007 and  2006,  the  Company  entered  into  barter  agreements  whereby  it
delivered $194,961 and $184,901  (respectively) of  FinancialContent in exchange
for advertising credit on the respective web sites.  During the years ended June
30, 2007 and 2006,  the Company  charged to  advertising  expense  $182,961  and
$162,828  as a result  of these  barter  transactions.  The  Company  recognized
advertising expense based on the market value of the FinancialContent provided.


V.       Recent Accounting Pronouncements

In  September  2006,  the FASB issued SFAS No. 157,  "Fair Value  Measurements,"
which defines fair value,  establishes  a framework for measuring  fair value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value  measurements.   SFAS  No.  157  does  not  require  any  new  fair  value
measurements,  but provides guidance on how to measure fair value by providing a
fair  value  hierarchy  used to  classify  the source of the  information.  This
statement  is effective on the Company  beginning  July 1, 2008.  The Company is
currently  assessing the potential impact that the adoption of SFAS No. 157 will
have on its financial statements.

                                      F-14
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


1.       Summary of Significant Accounting Policies (continued)

V.       Recent Accounting Pronouncements (continued)

In  September  2006,  the FASB issued SFAS No. 158,  Employer's  Accounting  for
Defined  Benefit  Pension and Other  Postretirement  Plans, an Amendment of FASB
Statements  No. 87, 88, 106 and 132(R),  which  applies to all plan sponsors who
offer defined benefit postretirement plans. SFAS No. 158 requires recognition of
the funded status of a defined benefit  postretirement  plan in the statement of
financial   position  and  expanded   disclosures  in  the  notes  to  financial
statements.  The Company  adopted this provision for the year ended December 31,
2006  and the  adoption  did not  have a  material  impact  on its  consolidated
financial  position.  In  addition,  SFAS No. 158 requires  measurement  of plan
assets and benefit  obligations as of the date of the plan sponsor's fiscal year
end. The Company is required to adopt the measurement  provision of SFAS No. 158
for its fiscal year ending  December 31, 2008.  The Company is in the process of
evaluating the impact of the  measurement  provision of SFAS No. 158 on its 2008
consolidated  financial  position,  operations  and cash  flows.  The Company is
currently assessing the potential impact that the adoption of SFAS 158 will have
on its financial statements; however, the impact is not expected to be material.

In  September  2006,  the SEC staff issued  Staff  Accounting  Bulletin No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements"  ("SAB 108").  SAB 108 was
issued in order to eliminate  the diversity of practice  surrounding  how public
companies quantify financial statement misstatements.  In SAB 108, the SEC staff
established  an approach that  requires  quantification  of financial  statement
misstatements based on the effects of the misstatements on each of the company's
financial statements and the related financial statement disclosures. This model
is commonly referred to as a "dual approach" because it requires  quantification
of errors under both the iron  curtain and the  roll-over  methods.  The Company
currently uses, and has  historically  applied,  the dual method for quantifying
identified financial statement  misstatements.  The Company will initially apply
the  provisions  of SAB 108 in  connection  with the  preparation  of the annual
financial  statements  for the year ending  December  31,  2006.  The Company is
currently  evaluating  SAB 108,  but does not expect the  adoption of SAB 108 to
have a significant effect on its financial position,  results of operations,  or
cash flows.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities--Including  an  amendment  of FASB
Statement  No.  115"  ("SFAS  159").  SFAS  159  expands  the use of fair  value
accounting  but does not  affect  existing  standards  which  require  assets or
liabilities to be carried at fair value.  Under SFAS 159, a company may elect to
use fair value to measure accounts and loans receivable,  available-for-sale and
held-to-maturity  securities,  equity  method  investments,   accounts  payable,
guarantees and issued debt.  Other eligible items include firm  commitments  for
financial  instruments  that otherwise  would not be recognized at inception and
non-cash  warranty  obligations  where a warrantor  is  permitted to pay a third
party to provide the  warranty  goods or  services.  If the use of fair value is
elected,  any upfront  costs and fees related to the item must be  recognized in
earnings and cannot be deferred, e.g., debt issue costs. The fair value election
is irrevocable and generally made on an instrument-by-instrument  basis, even if
a company has similar  instruments  that it elects not to measure  based on fair
value.

At the adoption  date,  unrealized  gains and losses on existing items for which
fair value has been elected are reported as a cumulative adjustment to beginning
retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value
are  recognized in earnings.  SFAS 159 is effective  for fiscal years  beginning
after  November  15,  2007 and is  required  to be adopted by the Company in the
first quarter of fiscal 2009.  The Company is currently is  determining  whether
fair value  accounting is  appropriate  for any of its eligible items and cannot
estimate  the  impact,  if any,  which  SFAS 159 will  have on its  consolidated
results of operations and financial condition.


                                      F-15
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



1.       Summary of Significant Accounting Policies (continued)

V.       Recent Accounting Pronouncements (continued)

In June 2007,  the FASB ratified  Emerging  Issues Task Force ("EITF") Issue No.
06-11,  "Accounting for Income Tax Benefits of Dividends on Share-Based  Payment
Awards." EITF 06-11 provides for the recognition and  classification of deferred
taxes  associated  with dividends or dividend  equivalents on non-vested  equity
shares or  non-vested  equity  share  units  (including  restricted  stock units
(RSUs)) that are paid to employees and charged to retained earnings.  This issue
is effective for annual periods beginning after September 15, 2007. Also in June
2007, the EITF ratified EITF Issue No. 07-3,  "Accounting  for Advance  Payments
for Goods or Services to Be Used in Future Research and Development Activities."
EITF  07-3  provides  that  nonrefundable  advance  payments  made for  goods or
services to be used in future  research  and  development  activities  should be
deferred and  capitalized  until such time as the related  goods or services are
delivered or are performed, at which point the amounts would be recognized as an
expense.  This issue is effective for fiscal years  beginning after December 15,
2007. The Company  anticipates that these Issues will have no material impact on
its financial position and results of operations.

Other recent accounting  pronouncements issued by the FASB (including its EITF),
the American  Institute of Certified Public Accountants  ("AICPA"),  and the SEC
did not or are not  believed  by  management  to have a  material  impact on the
Company's present or future financial statements.



2.       Going Concern Uncertainties

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

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.


                                      F-16
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



3.       Income Taxes

The  Company  incurred  $2,000 and  $1,200 in state  taxes for each of the years
ended June 30, 2007 and 2006,  respectively.  No provision  for federal taxes in
the US has been recorded for the years ended June 30, 2007 and 2006. The Company
incurred net operating losses for these periods.
<TABLE>
<CAPTION>

                                                             2007               2006
                                                         -------------     -------------

<S>                                                      <C>               <C>
Loss from operations before provision for income taxes   $  (1,420,399)    $    (454,197)
                                                         =============     =============

Income Tax Provision
Current:
     Federal                                             $        --       $        --
     State                                                       2,000             1,200
                                                         -------------     -------------
                                                         $       2,000     $       1,200
                                                         =============     =============
Deferred:
     Federal                                             $        --       $        --
     State                                                        --                --
                                                         -------------     -------------
                                                         $        --       $        --
                                                         =============     =============

Effective Tax Reconciliation                                      2007              2006
                                                         -------------     -------------

Federal income tax rate                                      35.00%            35.00%
State income tax rate, net of federal benefit                 5.75%             5.75%
Change in valuation reserve                                 (18.14%)          (30.22%)
Non-deductible expenses per Convertible Note                (22.47%)            0.00%
Other                                                        (0.28%)          (10.79%)
                                                         -------------     -------------

                                                             (0.14%)           (0.26%)
                                                         =============     =============
</TABLE>


The following  table  summarizes the deferred tax assets and liabilities for the
years ended June 30, 2007 and 2006:
<TABLE>
<CAPTION>

                                                                             Year Ended June 30
                                                 ----------------------------------------------------------------------------
                                                                2007                                    2006
                                                 ------------------------------------    ------------------------------------
                                                     Federal              State              Federal              State
                                                 ----------------    ----------------    ----------------    ----------------
<S>                                              <C>                 <C>                 <C>                 <C>
Deferred income tax assets:
     Net operating loss carryforwards            $     2,967,200     $       739,100     $     2,861,100     $      721,700
     Intangible assets                                   904,600             235,600             864,500            229,000
     Other reserves                                      124,800              33,000             124,800             33,000
     Temporary differences                                75,100              12,300                   -                  -
     Other                                               185,000              48,800             185,000             48,800
                                                 ----------------    ----------------    ----------------    ---------------
         Total deferred tax assets                     4,256,700           1,068,800           4,035,400          1,032,500
                                                 ----------------    ----------------    ----------------    ---------------

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

Net deferred tax assets before valuation
   allowance                                           4,071,600             973,300           3,850,300            937,000
Valuation allowance                                   (4,071,600)           (973,300)         (3,850,300)          (937,000)
                                                 ----------------    ----------------    ----------------    ---------------
         Net deferred tax assets                 $          --       $          --       $          --       $         --
                                                 ================    ================    ================    ================
</TABLE>

                                      F-17
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


3.       Income Taxes (continued)

Due to the uncertainty  surrounding the realization of deferred tax assets,  the
Company has recorded a valuation  allowance  against its net deferred tax asset.
The Company has loss  carryforwards of  approximately  $8,495,000 and $8,484,700
from  continuing  operations,  which may be used to offset  future United States
federal and state income taxes and which begin to expire in 2018.



4.       Investments

At June 30, 2007, 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     $    79,875   $      --     $   (78,684)   $     1,191
                               -----------   -----------   -----------    -----------

Total short-term investments        79,875          --         (78,684)         1,191

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

Total                          $    86,487   $      --     $   (78,684)   $     7,803
                               ===========   ===========   ===========    ===========
</TABLE>


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

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

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

Total short-term investments        78,566          --         (64,316)        14,250

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

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

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-18
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007

5.       Stock Option Plan

On July 1, 2006, the Company adopted Statement of Financial Accounting Standards
No. 123  (revised  2004)  "Share-Based  Payment"  ("SFAS  123R")  that  requires
companies to expense the value of employee  stock purchase  plans,  stock option
grants and similar  awards.  The Company  adopted  SFAS 123R under the  modified
prospective  method,  which requires the application of SFAS 123R in 2006 to new
awards and to awards  modified,  repurchased  or cancelled  after the  effective
date. Additionally,  compensation cost for the portion of outstanding awards for
which  service  has not  been  rendered  (such  as  unvested  options)  that are
outstanding  as of July 1, 2006,  shall be recognized as the remaining  services
are rendered.

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 123 (revised  2004),
"Share-Based  Payment"  ("SFAS  123R"),  that requires  companies to expense the
value of employee stock purchase  plans,  stock option grants and similar awards
at the beginning of their next fiscal year that begins after  December 15, 2005,
and  requires  the  use of  either  the  modified  prospective  or the  modified
retrospective application method. The Company adopted SFAS 123R on July 1, 2006,
under the modified  prospective  method;  as such,  prior periods do not include
share-based  compensation expense related to SFAS 123R. The modified prospective
method  requires  the  application  of SFAS  123R to new  awards  and to  awards
modified,  repurchased,  or cancelled  after the effective  date.  Additionally,
compensation  cost for the portion of  outstanding  awards for which service has
not been rendered (such as unvested options) that are outstanding as of the date
of adoption are recognized as the remaining  services are rendered.  The Company
recognizes  the  fair  value  of  stock-based  compensation  awards  in  cost of
processing and services expense and selling,  general and administrative expense
in the condensed  consolidated statement of income on a straight line basis over
the vesting period.

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

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

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

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

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

                                      F-19
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


5.       Stock Option Plan (continued)

Stock options issued as of June 30, 2007 and 2006 are summarized as follows:
<TABLE>
<CAPTION>

                                             2007                          2006
                                   -------------------------    ---------------------------
                                                  Weighted                       Weighted
                                                  Average                        Average
                                   Number of      Exercise       Number of       Exercise
                                    Options         Price         Options         Price
                                   ----------   -------------   ----------    -------------

<S>                                   <C>       <C>                <C>        <C>
Outstanding at beginning of year      985,000   $       1.30       950,000    $      1.30
Granted                                  --     $       1.30        60,000    $      1.30
Exercised                                --     $        --           --      $       --
Forfeited / Cancelled                    --     $       1.30       (25,000)   $      1.30
                                   ----------   -------------   ----------    -------------

Outstanding at end of year            985,000   $       1.30       985,000    $      1.30
                                   ==========   =============   ==========    =============

Exercisable at end of year            928,337   $       1.30       692,000    $      1.30
                                   ==========   =============   ==========    =============
</TABLE>

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

The following table summarizes information about options outstanding at June 30,
2007:
<TABLE>
<CAPTION>

   Exercise            Number                                  Weighted
                                           Weighted             Average
                                           Average             Remaining
   Exercise            Number           Exercise Price        Contractual       Number Exercisable
    prices           Outstanding          per Share          Life in Years      as of June 30, 2007
---------------    ----------------    -----------------    ----------------    --------------------
<S>                       <C>          <C>                            <C>                  <C>
      $1.30               985,000      $           1.30               6.90                 928,337
===============    ================    ================    ================    ====================
</TABLE>


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

                                                               Weighted
                                           Weighted             Average
                                           Average             Remaining
   Exercise            Number           Exercise Price        Contractual       Number Exercisable
    prices           Outstanding          per Share          Life in Years      as of June 30, 2006
---------------    ----------------    ----------------     ----------------    --------------------
<S>                       <C>          <C>                            <C>                  <C>
      $1.30               985,000      $           1.30               7.90                 692,000
===============    ================    ================    ================    ====================
</TABLE>


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

                                      F-20
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



5.       Stock Option Plan (continued)

Prior to July 1, 2006, the Company has adopted only the disclosure provisions of
SFAS No. 123. It applies  APB  Opinion  No. 25 and  related  interpretations  in
accounting for its stock option plan. Accordingly, during the fiscal years ended
June 30, 2006, 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 year ended June 30, 2006:

                                                                  2006
                                                           ----------------
Net loss attributable to common shareholder:
     As reported                                           $      (504,521)
     Pro Forma                                             $      (659,771)

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

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

Shares used in calculation                                      10,443,157
                                                           =================
Additional shares based on stock option plan                       691,667
                                                           =================
Total pro forma shares                                          11,134,824
                                                           =================

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 grants is ten years,
and some options become vested based only upon specific events  occurring in the
future.

The  fair  value  of  options  was  estimated  as of June 30,  2007,  using  the
Black-Scholes  option-pricing  model  at  $0.51.  The  assumptions  used  in the
Black-Scholes  option-pricing  model  are  as  follows:  dividend  yield  of 0%;
expected  volatility of 307.1%;  risk-free  interest rate of 5.4%,  and expected
life of 7.01 years.  The Company did not grant any options to  employees  during
the year ended June 30, 2007.

The  fair  value  of  options  was  estimated  as of June 30,  2006,  using  the
Black-Scholes  option-pricing  model  at  $0.69.  The  assumptions  used  in the
Black-Scholes  option-pricing  model  were as  follows:  dividend  yield  of 0%;
expected  volatility of 24%;  risk-free interest rate of 5.4%, and expected life
of 10 years. The Company granted 60,000 options in the year ended June 30, 2006.


                                      F-21
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


5.       Stock Option Plan (continued)

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



6.       Equity Transactions

A.       Issuance of Common Stock

The Company concluded  private placement  offerings of its stock during 2007 and
2006. The Company also issued common stock to individuals  and companies in lieu
of cash compensation.


Transactions during the year ended June 30, 2007

In February  2007, an individual  converted  33,333 shares of Series C Preferred
Stock into 66,667 shares of the Company's common stock.


Transactions during the year ended June 30, 2006

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

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

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

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

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

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


                                      F-22
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


6.       Equity Transactions (continued)

B.       Warrants

As of June 30, 2007,  the Company has an  outstanding  warrant  which expires on
February 13, 2011, that is convertible into 116,667 shares of common stock at an
exercise price of $1.00 per share.

As of June 30, 2007,  the Company has an  outstanding  warrant  which expires on
February 13, 2011, that is convertible into 116,667 shares of common stock at an
exercise price of $1.25 per share.

As of June 30, 2007,  the Company has an  outstanding  warrant  which expires on
March 31, 2011,  that is  convertible  into 116,667 shares of common stock at an
exercise price of $1.00 per share.

As of June 30, 2007,  the Company has an  outstanding  warrant  which expires on
March 31, 2011,  that is  convertible  into 116,667 shares of common stock at an
exercise price of $1.25 per shares.

As of June 30, 2007,  the Company has an  outstanding  warrant  which expires on
June 9, 2011,  that is  convertible  into  100,000  shares of common stock at an
exercise price of $1.00 per shares.

As of June 30, 2007,  the Company has an  outstanding  warrant  which expires on
June 9, 2011,  that is  convertible  into  100,000  shares of common stock at an
exercise price of $1.25 per shares.

A summary of the Company's outstanding warrants as of June 30, 2007 and 2006, is
presented below:

                                            Shares            Exercise Price
                                        ----------------     ------------------
Outstanding at June 30, 2005                  1,882,000                 0.75
                                        ----------------     -----------------

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

Outstanding at June 30, 2006                    666,668                 1.13

Cancelled/expired                                     -                 -
Exercised                                             -                 -
Issued                                                -                 -
                                        ----------------     -----------------

Outstanding at June 30, 2007                    666,668      $          1.13
                                        ================     =================

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

                                      2007                    2006
                               ----------------------    -------------------
Dividend yield                                    0%                     0%
Expected volatility                195.96% - 265.01%       60.34% - 165.26%
Risk-free interest rate                4.88% - 5.07%          4.88% - 5.07%
Expected life                      3.65 - 3.94 years      4.65 - 4.94 years

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

                                      F-23
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


6.       Equity Transactions (continued)

B. Warrants (continued)

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


C.       2002 Employee and Officer Retention and Recognition Plan

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


D.       Preferred Stock Issuances

Series A

On July 18, 2003,  under the terms of an Asset Purchase  Agreement,  the Company
acquired the client  contract rights of CNET Network,  Inc.'s  ("CNET")  Private
Wire business,  under which CNET provides a financial  channel  solution for Web
sites and print publications that competed directly with FinancialContent's core
business.  The transaction  became effective  immediately.  In consideration for
CNET's rights to the Private Wire client contracts as well as customized indices
developed by CNET, FinancialContent gave CNET $175,000 cash and 2,164,910 shares
of  preferred  stock,  Series  A, with the  following  rights  and  preferences:
convertible up to 20% of the Company's issued and outstanding  common stock on a
one-for-one  basis,  15% of which is  guaranteed  and the  remaining  5% must be
earned based on a performance  matrix tied to revenues generated by the acquired
Private Wire client contracts;  accrued  quarterly  dividend rights at $0.055774
per share  through  December 31,  2006;  and limited  anti-dilution  protections
through December 31, 2006.

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


                                      F-24
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



6.       Equity Transactions (continued)

D.       Preferred Stock Issuances (continued)

Series A (continued)

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

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


Series B

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

In 2005, an individual  converted 100,000 shares of Series B into 100,000 shares
of common stock.

In 2006, an individual converted 66,667 shares of Series B into 66,667 shares of
common stock.

In 2006, an individual converted 66,667 shares of Series B into 66,667 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 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.

In 2006, an individual  converted 166,667 shares of Series C into 166,667 shares
of common stock.

In 2006, an individual  converted 166,667 shares of Series C into 166,667 shares
of common stock.

In 2007, an individual converted 33,333 shares of Series C into 33,333 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.

                                      F-25
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


6.       Equity Transactions (continued)

D.       Preferred Stock Issuances (continued)

Series D

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


Beneficial Conversion Feature

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



7.       Convertible Note Payable

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


                                      F-26
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


7.       Convertible Note Payable (continued)

In connection with the financing,  the Company  incurred  finder's fee and legal
costs.  The issuance costs related to the  convertible  debenture as of June 30,
2006 totaled  $82,000 in cash, and are being  capitalized and amortized over the
life of the debt. The Company  calculated  the value of the Warrants  related to
the  proceeds   received  from  the  three  traunches  under  the  Black-Scholes
option-pricing method using the following assumptions:
<TABLE>
<CAPTION>
                                                    Dividend     Expected                        Exercise
  Warrant       Volatility         Discount Rate      Yield         Life           Value           Price
----------- ------------------    --------------    ---------    ----------    ------------    -------------
Traunch 1, February 21, 2006
----------------------------
<S>                  <C>                  <C>              <C>        <C>      <C>             <C>
Warrant A            265.01%              4.88%            0          3.65     $   58,334      $      1.00
Warrant B            265.01%              4.88%            0          3.65     $   58,334      $      1.25

Traunch 2,  April 11, 2006
--------------------------
Warrant A            207.56%              4.90%            0          3.78     $   56,000      $      1.00
Warrant B            207.56%              4.90%            0          3.78     $   56,000      $      1.25

Traunch 3, June 9, 2006
-----------------------
Warrant A            195.96%              5.07%            0          3.94     $   48,000      $      1.00
Warrant B            195.96%              5.07%            0          3.94     $   47,000      $      1.25
</TABLE>

The Company  allocated the $1,000,000 in gross proceeds  between the convertible
debenture and the warrants based on their fair values.  The Company has reported
the debt  discount  as a direct  reduction  to the  face  amount  of the debt in
accordance  with  APB  21.  The  discount  is  accreted  over  the  life  of the
outstanding debenture. The issuance costs allocated to the convertible debenture
were  deferred  and will be  amortized  to  expense  over the life of the  debt.
Convertible debentures consist of the following at June 30, 2007:
<TABLE>
<CAPTION>
       <S>                                                                     <C>
       9% convertible  subordinated  debenture,  due in 2008, convertible
       into  shares  of  common  stock  at any time  prior  to  maturity.
       Interest is payable monthly, and principal is due at maturity.          $  1,000,000

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

       Less:  Prior year conversion                                                 (10,000)
       Less:  Current year payments of note principal                               (80,000)
       Plus:  Prior year accretion of discount                                      110,148
       Plus:  Current period accretion of discount                                  528,810
                                                                               -------------
            Total carrying value of convertible debt
              at June 30, 2007                                                 $    548,958
                                                                               =============
</TABLE>


Debt Features

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

                                      F-27
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



7.       Convertible Note Payable (continued)

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

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

The following table  summarizes the charges to interest,  amortization and other
expense, net for the year ended June 30, 2007:

Interest expense on debt                       $       84,000
Accretion of debt discount                     $      528,810
Amortization of deferred financing cost        $       76,749
Early termination fees                         $       16,092


9% Secured Convertible Debenture

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

The  Conversion  Price  shall be  subject  to  adjustment  from  time to time as
follows:  (i) Adjustments for stock splits.  If the Company shall at any time or
from time to time after the Issuance  Date,  combine the  outstanding  shares of
common stock, the applicable Conversion Price in effect immediately prior to the
combination  shall be  proportionately  increased;  (ii) Adjustments for certain
dividends and distributions. In each such event, the applicable Conversion Price
in effect  immediately  prior to such event shall be decreased as of the time of
such issuance or, in the event such record date shall have been fixed, as of the
close of business on such record date, by multiplying, the applicable Conversion
Price then in effect by a  fraction:  (1) the  numerator  of which  shall be the
total number of shares of common stock issued and outstanding  immediately prior
to the time of such  issuance or the close of business on such record date;  and
(2) the denominator of which shall be the total number of shares of common stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of business on such record date plus the number of shares of common  stock
issuable in payment of such dividend or distribution; (iii) Adjustment for other
dividends and distributions.  In each such event, an appropriate revision to the
applicable  Conversion  Price  shall  be made  and  provision  shall be made (by
adjustments  of the  Conversion  Price or otherwise) so that the holders of this
debenture shall receive upon conversions  thereof,  in addition to the number of
shares of common  stock  receivable  thereon,  the number of  securities  of the
Company which they would have received had this  debenture  been  converted into
common  stock on the date of such  event and had  thereafter,  during the period
from the date of such event to and including the Conversion Date,  retained such
securities (together with any distributions payable thereon during such period),
giving application to all adjustments called for during such period with respect
to the rights of the holders of this debenture and the other

                                      F-28
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


7.       Convertible Note Payable (continued)

9% Secured Convertible Debenture (continued)

debentures; (iv) Adjustments for reclassification,  exchange or substitution. In
each such event, an appropriate  revision to the Conversion  Price shall be made
and  provisions  shall  be made  (by  adjustments  of the  Conversion  Price  or
otherwise)  so that the holder shall have the right  thereafter  to convert this
debenture  into the kind and  amount of  shares  of stock  and other  securities
receivable upon  reclassification,  exchange,  substitution or other change,  by
holders of the number of shares of common stock into which such debenture  might
have  been  converted  immediately  prior  to such  reclassification,  exchange,
substitution  or other  change,  all subject to further  adjustment  as provided
herein; (v) Adjustments for  reorganization,  merger,  consolidation or sales of
assets.  In such  event,  (A) if the  surviving  entity in any such  change is a
public  company that is registered  pursuant to the  Securities  Exchange Act of
1934,  as  amended,  and its  common  stock is listed  or  quoted on a  national
exchange or the OTC Bulletin  Board,  an appropriate  revision to the Conversion
Price  shall  be made  and  provision  shall  be  made  (by  adjustments  of the
Conversion  Price  or  otherwise)  so that  the  holder  shall  have  the  right
thereafter to convert such debenture into the kind and amount of shares of stock
and other  securities  or property of the Company or any  successor  corporation
resulting  from  Organic  Change,  and (B) if the  surviving  entity in any such
Change is not a public  company that is  registered  pursuant to the  Securities
Exchange Act of 1934, as amended, or its common stock is not listed or quoted on
a national  exchange or the OTC Bulletin Board,  the holder shall have the right
to demand  prepayment;  (vi)  Adjustments  for issuance of additional  shares of
common stock.  In each such event,  the Company shall, at any time, from time to
time,  issue or sell any shares of additional  shares of common stock at a price
per  share   less  than  the   Conversion   Price  then  in  effect  or  without
consideration,  then the  Conversion  Price  upon  each such  issuance  shall be
adjusted to that price  (rounded to the nearest cent)  determined by multiplying
each of the Conversion Price then in effect by a fraction:  (A) the numerator of
which  shall be equal to the sum of (x) the  number of  shares  of common  stock
outstanding  immediately  prior to the  issuance  of such  Additional  Shares of
common  stock  plus (y) the  number of shares of common  stock  (rounded  to the
nearest whole share) which the aggregate  consideration  for the total number of
such  Additional  Shares of common stock so issued would purchase at a price per
share equal to the Conversion  Price then in effect,  and (B) the denominator of
which  shall be equal to the  number  of  shares  of  common  stock  outstanding
immediately after the issuance of such Additional Shares of common stock;  (vii)
Issuance of common stock Equivalents.  If the Company shall issue any securities
convertible  into or  exchangeable  for,  directly or  indirectly,  common stock
("Convertible  Securities")  shall be  issued or sold and the  aggregate  of the
price  per share for which  Additional  Shares of common  stock may be  issuable
thereafter  pursuant to such common  stock  Equivalent,  plus the  consideration
received by the Company for issuance of such common stock Equivalent  divided by
the number of shares of common  stock  issuable  pursuant to such  common  stock
Equivalent  (the  "Aggregate  Per Common  Share  Price")  shall be less than the
applicable  Conversion  Price then in effect,  or if, after any such issuance of
common stock  Equivalents,  the price per share for which  Additional  Shares of
common stock may be issuable  thereafter is amended or adjusted,  and such price
as so amended  shall make the  Aggregate Per Share Common Price be less than the
applicable  Conversion  Price  in  effect  at the  time  of  such  amendment  or
adjustment,  then the  applicable  Conversion  Price upon each such  issuance or
amendment shall be adjusted as provided in the first sentence of subsection (vi)
above; (viii) Consideration for Stock. In case any shares of common stock or any
common stock  Equivalents  shall be issued or sold:  (1) in connection  with any
merger or consolidation in which the Company is the surviving corporation (other
than any consolidation or merger in which the previously  outstanding  shares of
common stock of the Company  shall be changed to or  exchanged  for the stock or
other securities of another corporation),  the amount of consideration  therefor
shall be,  deemed to be the fair value,  as  determined  reasonably  and in good
faith by the Board of Directors  of the  Company,  of such portion of the assets

                                      F-29
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


7.       Convertible Note Payable (continued)

9% Secured Convertible Debenture (continued)

and business of the non-surviving  corporation as such Board may determine to be
attributable to such shares of common stock,  Convertible Securities,  rights or
warrants  or  options,  as  the  case  may  be;  or  (2)  in  the  event  of any
consolidation or merger of the Company in which the Company is not the surviving
corporation or in which the previously outstanding shares of common stock of the
Company shall be changed into or exchanged for the stock or other  securities of
another corporation,  or in the event of any sale of all or substantially all of
the assets of the Company for stock or other securities of any corporation,  the
Company  shall be deemed to have  issued a number of shares of its common  stock
for stock or securities or other property of the other  corporation  computed on
the basis of the actual  exchange ratio on which the transaction was predicated,
and for a  consideration  equal  to the  fair  market  value on the date of such
transaction  of all such  stock or  securities  or other  property  of the other
corporation.  If any such  calculation  results in adjustment of the  applicable
Conversion  Price,  or the  number  of  shares of  common  stock  issuable  upon
conversion of the debentures,  the  determination  of the applicable  Conversion
Price or the number of shares of common stock  issuable  upon  conversion of the
debentures  immediately  prior to such merger,  consolidation  or sale, shall be
made after giving  effect to such  adjustment  of the number of shares of common
stock issuable upon conversion of the  debentures.  In the event common stock is
issued  with other  shares or  securities  or other  assets of the  Company  for
consideration  which covers both, the consideration  computed as provided herein
shall be allocated  among such securities and assets as determined in good faith
by the Board of Directors of the Company.

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

The  occurrence  of any of the  following  events shall be an "Event of Default"
under  the  debenture:  (a) the  Company  shall  fail to make any  principal  or
interest  payments  on the date such  payments  are due and such  default is not
fully cured within three (3) business days after the occurrence  thereof; or (b)
the  failure of the  Registration  Statement  to be  declared  effective  by the
Securities and Exchange  Commission on or prior to the date which is two hundred
ten (210) days after the Issuance  Date;  or (c) the  suspension  from  listing,
without  subsequent listing on any one of, or the failure of the common stock to
be  listed  on at  least  one of the OTC  Bulletin  Board,  the  American  Stock
Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market or The New York
Stock Exchange,  Inc. for a period of seven (7) consecutive Trading Days; or (d)
the Company's notice to the holder, including by way of public announcement,  at
any time,  of its inability to comply or its intention not to comply with proper
requests for conversion of this debenture into shares of

                                      F-30
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



7.       Convertible Note Payable (continued)

9% Secured Convertible Debenture (continued)

common stock;  or (e) the Company shall fail to (i) timely deliver the shares of
common  stock upon  conversion  of the  debenture  or any  interest  accrued and
unpaid, (ii) file the Registration Statement in accordance with the terms of the
Registration  Rights  Agreement  or (iii) make the  payment  of any fees  and/or
liquidated  damages  under  this  debenture,   the  Purchase  Agreement  or  the
Registration Rights Agreement,  which failure in the case of items (i) and (iii)
of this Section  2.1(e) is not remedied  within four (4) business days after the
incurrence  thereof  and,  solely with  respect to item (iii)  above,  after the
holder delivers written notice to the Company of the incurrence  thereof; or (f)
while the Registration Statement is required to be maintained effective pursuant
to the terms of the  Registration  Rights  Agreement,  the  effectiveness of the
Registration Statement lapses for any reason (including, without limitation, the
issuance  of a stop  order)  or is  unavailable  to the  holder  for sale of the
Registrable  Securities  (as defined in the  Registration  Rights  Agreement) in
accordance with the terms of the Registration  Rights Agreement,  and such lapse
or unavailability  continues for a period of ten (10) consecutive  Trading Days,
provided that the Company has not exercised its rights  pursuant to Section 3(n)
of the  Registration  Rights  Agreement;  or (g)  default  shall  be made in the
performance or observance of (i) any material  covenant,  condition or agreement
contained  in this  debenture  (other  than as set forth in  clause  (f) of this
Section 2.1) and such  default is not fully cured within five (5) business  days
after the  holder  delivers  written  notice to the  Company  of the  occurrence
thereof or (ii) any material covenant,  condition or agreement  contained in the
Purchase Agreement,  the other debentures,  the Registration Rights Agreement or
any other  Transaction  Document which is not covered by any other provisions of
this  Section 2.1 and such  default is not fully cured  within five (5) business
days after the holder  delivers  written notice to the Company of the occurrence
thereof;  or (h) any  material  representation  or warranty  made by the Company
herein or in the Purchase  Agreement,  the Registration  Rights  Agreement,  the
other  debentures  or any other  Transaction  Document  shall prove to have been
false or  incorrect  or breached  in a material  respect on the date as of which
made and the holder  delivers  written  notice to the Company of the  occurrence
thereof;  or (i) the  Company  shall (A) default in any payment of any amount or
amounts  of  principal  of or  interest  on any  Indebtedness  (other  than  the
Indebtedness  hereunder) the aggregate principal amount of which Indebtedness is
in excess of $100,000 or (B) default in the  observance  or  performance  of any
other  agreement or condition  relating to any  Indebtedness or contained in any
instrument or agreement  evidencing,  securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause,  or to permit the holder or holders or  beneficiary or
beneficiaries  of such  Indebtedness  to cause  with the  giving  of  notice  if
required,  such Indebtedness to become due prior to its stated maturity;  or (j)
the Company shall (i) apply for or consent to the  appointment of, or the taking
of possession by, a receiver,  custodian,  trustee or liquidator of itself or of
all or a  substantial  part of its  property  or  assets,  (ii)  make a  general
assignment  for the benefit of its  creditors,  (iii)  commence a voluntary case
under the United States Bankruptcy Code (as now or hereafter in effect) or under
the  comparable  laws of any  jurisdiction  (foreign or  domestic),  (iv) file a
petition  seeking to take advantage of any bankruptcy,  insolvency,  moratorium,
reorganization  or other  similar law affecting  the  enforcement  of creditors'
rights  generally,  (v) acquiesce in writing to any petition filed against it in
an involuntary case under United States  Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction  (foreign or domestic),
(vi) issue a notice of bankruptcy  or winding down of its  operations or issue a
press  release  regarding  same,  or (vii) take any action under the laws of any
jurisdiction  (foreign or domestic) analogous to any of the foregoing;  or (k) a
proceeding  or case shall be commenced  in respect of the  Company,  without its
application or consent, in any court of competent jurisdiction,  seeking (i) the
liquidation, reorganization, moratorium, dissolution, winding up, or composition


                                      F-31
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


7.       Convertible Note Payable (continued)

9% Secured Convertible Debenture (continued)

or  readjustment  of its debts,  (ii) the  appointment  of a trustee,  receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets in connection with the liquidation or dissolution of the Company or (iii)
similar  relief in  respect  of it under  any law  providing  for the  relief of
debtors,  and such  proceeding  or case  described in clause (i),  (ii) or (iii)
shall continue  undismissed,  or unstayed and in effect,  for a period of thirty
(30) days or any order for relief shall be entered in an involuntary  case under
United  States  Bankruptcy  Code (as now or  hereafter  in  effect) or under the
comparable laws of any jurisdiction (foreign or domestic) against the Company or
action under the laws of any jurisdiction (foreign or domestic) analogous to any
of the foregoing  shall be taken with respect to the Company and shall  continue
undismissed,  or unstayed and in effect for a period of thirty (30) days; or (l)
the failure of the Company to instruct its transfer  agent to remove any legends
from shares of common stock eligible to be sold under Rule 144 of the Securities
Act and  issue  such  unlegended  certificates  to the  holder  within  five (5)
business  days  of the  holder's  request  so long as the  holder  has  provided
reasonable  assurances  to the Company  that such shares of common  stock can be
sold  pursuant to Rule 144; or (m) the failure of the Company to pay any amounts
due to the  holder  herein or any other  Transaction  Document  within  five (5)
business  days of the date such  payments  are due and such default is not fully
cured within two (2) business days after the holder  delivers  written notice to
the Company of the  occurrence  thereof;  or (n) the  occurrence  of an Event of
Default under the other debentures.

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

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


                                      F-32
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



7.       Convertible Note Payable (continued)

On August 20, 2007, the Company and the holder of the Convertible  Note Payable,
Jade Special  Strategy,  LLC  ("Jade")  executed  Amendment  No. 1 to the Senior
Secured  Convertible  Promissory Note due February 13, 2008,  Amendment No. 1 to
the Senior Secured Convertible Promissory Note due March 31, 2008, and Amendment
No. 1 to the  Senior  Secured  Convertible  Promissory  Note  due  June 9,  2008
(collectively  the "Notes"),  under the terms of which Jade agreed to forego its
rights to adjust the conversion  price of the Notes and to forego any redemption
fees and in exchange the Company  agreed to accelerate  the maturity date of the
Notes from two years from date of issuance to December 31, 2007.

As a result of these amendments,  if the aggregate  principal amount and accrued
interest  owing under the  debentures  were to be  converted,  the Company would
issue 1,213,333 shares.



8.       Related Party Transactions

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


A.       Asia Pacific Ventures

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

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


B.       Wilfred Shaw

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

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

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


                                      F-33
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


8.       Related Party Transactions

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

During the year ended June 30, 2007, Wing Yu advanced $50,767 to the Company. As
of June 30, 2007, Wing Yu is owed approximately $41,171 by the Company.


D.       Sharpmanagement.com, LLC

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract,  as amended effective January 1, 2005, the Company is required to
pay  $10,000  per month for each month that Mr.  Shaw  provides  services to the
Company as the Company's Chief Strategy Officer.  Mr. Wilfred Shaw is a majority
owner of  SharpManagement.com.  As of June  30,  2005,  SharpManagement  was due
$124,892.  On March 30,  2006,  the Company  paid  SharpManagement  $213,500 for
unpaid fees due through March 31, 2006. During the year ended June 30, 2007, the
Company paid Sharpmanagement  $97,900. As of June 30, 2007,  SharpManagement was
owed $50,527.


E.       Warrants

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

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



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.

                                      F-34
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007



9.       Commitments and Contingencies (continued)

B.       Operating Leases

Until August 2006, the Company rented a 2,903 square foot facility at 400 Oyster
Point Boulevard,  Suite 435, South San Francisco,  CA 94080. On August 19, 2006,
the Company  entered into a new commercial  lease agreement to rent 4,809 square
feet of office  space at 101  Lincoln  Centre  Drive,  Suite 410,  Foster  City,
California, 94404. The term of the lease is for 51 months. During the first year
rent is $11,061  per month  which  increases  to $12,071 in the last year of the
term. All operations  including system development,  control and maintenance are
performed at this facility.

In December  2003,  the  Company  leased  office  space in New York City under a
short-term lease that expired on December 31, 2005,  which thereafter  converted
to a month to month tenancy. Effective February 28, 2006, the Company terminated
the lease,  and entered into a new lease for office space in White  Plains,  New
York with an initial three month term. On April 10, 2006, the Company negotiated
for a larger space and increased  the term which expired on April 30, 2007.  The
lease has converted to a month to month tenancy. The monthly rent is $1,875, not
inclusive of utilities and other fees.

For the years ended June 30, 2007 and 2006,  total rent expense was $117,025 and
$69,457, respectively.

Future minimum obligations under operating leases are as follows:

Year ended June 30,                    Total
----------------------------    ------------------
2008                            $         137,105
2009                                      141,144
2010                                      144,847
2011                                       24,141
Thereafter                                      -
                                ------------------
                                ------------------
                                $         447,237
                                ==================



10.      Subsequent Events

On August 20, 2007, the Company and the holder of the Convertible  Note Payable,
Jade Special  Strategy,  LLC  ("Jade")  executed  Amendment  No. 1 to the Senior
Secured  Convertible  Promissory Note due February 13, 2008,  Amendment No. 1 to
the Senior Secured Convertible Promissory Note due March 31, 2008, and Amendment
No. 1 to the  Senior  Secured  Convertible  Promissory  Note  due  June 9,  2008
(collectively  the "Notes"),  under the terms of which Jade agreed to forego its
rights to adjust the conversion  price of the Notes and to forego any redemption
fees,  and in exchange the Company agreed to accelerate the maturity date of the
Notes from two years from date of issuance to December 31, 2007.


                                      F-35
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007


10.      Subsequent Events (continued)

On August 20, 2007,  the Company  entered into a Consulting  Agreement with Jade
under  which  Jade  shall  render  consulting  services  relating  to  strategic
planning,   merger  and  acquisition   possibilities  and  business  development
activities including,  without limitation,  review of the business,  operations,
and historical  financial  performance  of the Company (based upon  management's
forecast of financial  performance)  so as to enable the  Consultant to identify
provide prospects and advice to the Company;  and provide training and education
to  management  in best  practices  in new  market  development  and  merger and
acquisitions.  In consideration for such services,  the Registrant has agreed to
issue Jade  100,000  shares of its common  stock  registered  under form S-8 and
issued a convertible  promissory note to Jade in the amount of $150,000 which is
payable on  December  31,  2007,  and which is  convertible  into  shares of the
Registrant's common stock at the rate of $0.75 per share.



                                      F-36