U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

(Mark  One)
[X] ANNUAL REPORT PURSUANT SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934. For the fiscal year ended June 30, 2002.

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

                         Commission file number 0-28377
                                   ----------

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

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

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


Registrant's Telephone number, including area code: (650) 837-9850

Securities  registered  under  12(b)  of  the  Exchange  Act:    None

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
Regulation S-B is not contained herein,  and will not 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. _____

The issuer had revenues of $289,806 for the fiscal year ended June 30, 2002.

The aggregate  market value of the voting stock held by  non-affiliates  on June
30, 2002 was  approximately  $186,768  based on the average of the bid and asked
prices of the issuer's common stock in the over-the-counter  market on such date
as reported by the OTC Bulletin Board. As of June 30, 2002,  6,735,059 shares of
the issuer's Common Stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

The Company's  Proxy to security  holders  dated October 15, 2001:  Part III The
Company's  Proxy to  security  holders  dated  February  7,  2001;  Part III The
Company's report on Form 8-K dated December 11, 2001: Items 6 and 7

Transitional  Small  Business  Disclosure  Format     Yes [ ]  No  [X]

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

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

We were  incorporated  in the State of  Delaware  on October  15,  1996,  as MIS
International,  Inc.,  which merged with MIS  Multimedia  Interactive  Services,
Inc., a Canadian Corp., on July 1, 1997. We changed our name to Cosmoz.com, Inc.
on  December  17,  1998.  On January  5, 2000,  we  acquired  Ivory  Acquisition
Corporation,  a fully reporting blank check company.  Following the acquisition,
we thus became the reporting company under Rule 12g-3 of the Securities Exchange
Act of 1934.  On January 5, 2001,  we changed our name to Cosmoz  Infrastructure
Solutions, Inc.

On November 13, 2001, we did the following four things:

1. We acquired the  minority  owned  shares of our  subsidiary  FinancialContent
   Services, Inc.;

2. We changed  the name of the  Company to  FinancialContent,  Inc.  from Cosmoz
   Infrastructure Solutions, Inc.;

3. We changed our NASDAQ OTCBB  symbol to "FCON" from "CMOZ";  and 3. We reverse
   split our common stock at a ratio of one (1) for sixty (60).

MIS  Multimedia  Interactive  Services,  Inc.  and  its  subsidiaries,   Pretzel
Franchising,   Inc.  and   Wheel-to-Wheel   Franchising,   Inc.,   all  Canadian
Corporations,  were  engaged in the  business  of  operating  retail  stores and
selling  franchise  licenses.  We ceased all Canadian  operations  by January 1,
1999. In early 1999,  concurrently  with our name change to  Cosmoz.com  and the
termination of our Canadian operations, we changed our business model and became
an accelerator/incubator company that developed and acquired Internet companies.


                                       2
<PAGE>

We provided strategic consulting, business services and seed capital to emerging
companies that were developing Internet web sites or web-enabling  technologies.
We  also  showcased  our  portfolio  of  holdings  through  a  consumer-friendly
marketing portal.

During  the  fiscal  year  ending  2001 in  response  to the  rapid  changes  in
technology and distribution  channels  related to the Internet,  we consolidated
our  business  and web based  technologies,  phased  out other  operations,  and
devoted our resources toward building and developing  FinancialContent Services,
Inc., ("FinancialContent Services"), a subsidiary of the Company.

We  incorporated  FinancialContent  Services in the State of Delaware on May 10,
2000 under the name  FinancialContent.com,  Inc.  FinancialContent Services soon
began  providing  financial  content to  websites  through  its  unique  modular
distribution  format on a no fee basis.  By February 2001,  approximately  1,000
websites were receiving  financial  information  and news from  FinancialContent
Services.  In  February  of  2001,   FinancialContent   Services  announced  the
commercial  launch of Version 2.0 and began  converting  existing clients to the
paid  service  and  soliciting  new  paying  clients.  We  changed  our  name to
FinancialContent,  Inc. to reflect the consolidation of our Internet properties,
our current  business model,  and our total  commitment to and 100% ownership of
FinancialContent Services.

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

Through the auspices of FinancialContent  Services,  FinancialContent provides a
turnkey content  management and delivery system that  streamlines the process of
aggregating and integrating content into any platform.  FinancialContent assumes
responsibility  for securing and arranging content feeds. The Company also takes
care of the  normalization  of disparate data formats into XML, thereby ensuring
data integrity.

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

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

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

Content currently available for deployment includes:

Quotes and Charts:
o   Delayed stock quotes
o   Stock charts (historical)
o   Delayed SEC filings
o   Company profiles
o   Market snapshots
o   Watch list
o   Portfolio manager
o   Market movers
o   Scrolling Ticker
o   Symbol Lookup

News and Commentary
o   Company news
o   Market commentary
o   Top stories
o   Scrolling news

Miscellaneous
o   Investment glossary
o   Market humor
o   Market polls
o   Calculators
o   Discussion boards

Content in the development pipeline or securable through content sellers
includes:
o   Real-time stock quotes
o   Filtered news
o   Real-time SEC filings
o   Technical analysis charts
o   Advanced company profiles
o   3rd party research reports
o   Earnings and estimates schedule
o   Insider trading information
o   Currency conversion tables
o   Government economic indicators
o   Industry news from over 5000 sources categorized into over 100 categories

FinancialContent  offers its  product  line  through a Standard  Package,  an IR
Package and Individual  Solutions.  The Standard Package consists of the 15 most
popular  content  modules.  The IR  Package  provides  public  companies  a cost
effective  method for  placing  investor  relations  content  on their  website,


                                       3
<PAGE>

including  company  specific  stock  quotes,  SEC  filings  and press  releases.
Individual  Solutions  include  upgrades to premium content,  and  customization
services and optimized deployment for clients with existing Internet,  intranet,
or legacy infrastructure, and with greater security and bandwidth needs.

FinancialContent  also  empowers  clients with a toolkit that truly  enables the
customization of content.  Clients can select from a set of templates,  or build
custom  components to create their own  templates.  FinancialContent  guarantees
standard  integration in under a week.  Average  deployment time for the current
client base is under two business days.

From the client's perspective, the benefits of using FinancialContent include:
o   usage-based pricing
o   true "click-and-publish" customization capabilities
o   intuitive, seamless integration
o   fully-branded hosted solutions
o   reliable, scalable infrastructure
o   speed to market
o   outstanding customer support

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

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

FinancialContent essentially packages financial data into discrete,  manageable,
interactive  content  modules that are  delivered  through an  automated  online
platform or embedded into 3rd party enterprise environments.  The content may be
static or dynamically categorized,  filtered, searchable, and enabled for web or
wireless  alerts.  The  content  may  also be  personalized  by  individuals  or
customized by content administrators.

The online  toolkits,  made available to clients  deploying  Studio 3.0, control
both the private-labeled  output and JavaScript content modules that link to the
private-labeled  page.  These modules can be deployed  quickly and seamlessly to
match the "look and feel" of the client's website or enterprise environment. The
client never has to worry about  administration or upkeep of the  infrastructure
because  FinancialContent  hosts both the content module and the private labeled
page.

Version  3.0 of  FinancialContent  offers  the  following  features:
o   Enhanced granular  customization  over all  visual and data  elements
o   Template  driven customizable Private Label Pages
o   Ability to manage  multiple  deployments  or accounts


                                       4
<PAGE>

o   Ability  to save and edit  multiple  versions  of your  solution
o   Extensible  framework using industry standard XML and XSLT
o   Java-based  backend optimized for robust deployment
o   Fully modular architecture
o   Fully scalable to accommodate new or custom content
o   Fastest and most reliable  infrastructure on the market

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

The client base represents a cross-section of many online businesses,  including
financial services providers,  and new media publishers.  FinancialContent  also
works with clients to re-package its product into a bundle of services  specific
to their respective customers. At this time, sample clients include:

o   Adobe Europe - corporate intranet
o   Bayer Corporation - international health care and chemicals group
o   BlackEnterprise - black entrepreneur publication and online community
o   Entrust Capital - investment firm
o   eMap - European publisher and Media Company
o   Granite Bank - regional bank
o   Internet Wire - company news distributor and multimedia syndicator
o   Jackson State Bank - regional bank
o   San Mateo Daily Journal - print media
o   Transamerica Financial Institutions - financial services provider
o   WallSt.net - investor website

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

    o    FinancialContent  targets  businesses in industries that require robust
         online market  analysis  tools and financial  information  on their web
         sites.  The Company has developed and will continue to develop  content
         packages targeting specific  industries.  The Company focuses its sales
         and marketing efforts across many sectors,  including,  but not limited
         to,  traditional and online brokerage firms,  commercial  banks,  asset
         managers,  web  portals,  media  companies,   electronic  communication
         networks, and insurance companies.

    o    FinancialContent  intends to develop and market innovative products and
         services to attract and retain  clients.  The company  plans to migrate
         its   JavaScript-based   editor  to  a  pure  Java  version  to  ensure
         compatibility  with  the  latest  browsers.  The  Company  continuously
         develops new delivery and caching  systems to maximize the  scalability
         and availability of the data delivery service.

    o    FinancialContent  intends to accelerate its sales and marketing efforts
         and  technology  development,  and gain access to  compelling  content,


                                       5
<PAGE>

         applications  and  functionality,   through  strategic  alliances.  The
         Company will consider  mergers and or  acquisitions  of businesses that
         can  complement  its  products  and  services,  provide  access  to new
         markets, and increase profit margins.

FinancialContent  focuses  its sales and  marketing  efforts  on five key online
services markets, as well as targeting the estimated 40,000 to 50,000 businesses
that are ready to deploy financial information across their enterprise.

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

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

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

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

    o    Most  corporations  maintain  an  investor  relations  webpage on their
         website.  Typically,  these investor  relations  pages include  general
         stock  quotes,  press  releases  and other  miscellaneous  data.  Other


                                       6
<PAGE>

         opportunities  for  deployment may come from Congress and the SEC which
         are both proposing the mandatory  disclosures  of financial  reports on
         the corporate  websites of companies  with  publicly  traded and listed
         stock.   FinancialContent  offers  a  fully  customizable  and  content
         specific  investor  relations webpage solution for those company's that
         desire, and who may be required,  to display company specific financial
         information  to  individuals  and investors  browsing  their  corporate
         website.

FinancialContent currently employs six full time employees and three part time
employees.

ITEM  2. DESCRIPTION  OF  PROPERTY

Our  corporate  operations  are  currently  conducted  at the same  location  as
FinancialContent  Services'  operations,  which are  located in a leased  office
space located in South San Francisco,  California. The facility is approximately
2,903 square feet and is leased at $4,354.50 per month.

ITEM  3. LEGAL  PROCEEDINGS

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

ITEM  4. SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERS

None.

                                     PART II

ITEM  5. MARKET  FOR  COMMON  EQUITY  AND  RELATED  SHAREHOLDER  MATTERS

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

Fiscal Year Ending June 2001                LOW    HIGH
                                           =====  =====
Quarter Ending September 30, 2000          9.38   24.38
=================================          =====  =====
Quarter Ending December 31, 2000            .94   10.31
- ---------------------------------          -----  -----
Quarter Ending March 31, 2001              1.88    5.62
- ---------------------------------          -----  -----
Quarter Ending June 30, 2001               1.80    3.60
- ---------------------------------          -----  -----

                                       7
<PAGE>

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

(All low and high prices  quoted  adjusted for one for sixty reverse stock split
effective November 13, 2001.)

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

As of June 30, 2002,  there were  approximately  169  shareholders of record (in
street name) of the company's Common Stock.

Equity Compensation Plan Information
- ------------------------------------
<TABLE>
<CAPTION>
<S>                             <C>                          <C>                          <C>
- ---------------------------------------------------------------------------------------------------------------------
                                Number of securities to be   Weighted -average exercise   Number of securities
                                issued upon exercise of      price of outstanding         remaining available for
                                outstanding options,         options, warrants and        uture issuance under
Plan Category                   warrants and rights          rights                       equity compensation plans
                                                                                          (excluding securities
                                                                                          reflected in column (a))

                                         (a)                           (b)                          (c)
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans
approved by security holders
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation plans not   5,000,000                    n/a                          2,802,319
approved by security holders
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

During the most recently  completed fiscal year, the Board of Directors approved
FinancialContent's 2002  Employee  and Officer  Retention  and  Recognition Plan


                                       8
<PAGE>

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 sttck issued thereunder is not registered.  No
one employee or officer may receive more than 20% of the shares authorized under
the plan.

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

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

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

During the fiscal year ended June 30, 2000, the Company issued  securities using
the exceptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933 and Regulation
S as follows:  (1) 2,500 shares of common stock were issued in  connection  with
the acquisition of MB Technologies, Inc., (2) 20,425 shares of common stock were
issued in connection with the acquisition of iTrack.com,  Inc., (3) 6,667 shares
of common stock were issued in connection  with the  acquisition  of iTrack.com,
Inc., (4) 4,167 shares of common stock were issued for services  incident to our
merger with Ivory Acquisition  Corp., (5) 50,505 shares of our common stock were
issued for $1,000,000; (6) and 32,667 shares of our common stock were issued for
consulting services valued at $2,989,600.

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

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

                                       9
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Results of Operations

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

Intangible assets impairment  recognized as a result of our financial  condition
and  operating  results.  During the year ended June 30,  2001,  we  recorded an
intangible  asset  write  down  of  $3,083,817  of  primarily  goodwill,   which
substantially  reduced  all  remaining  goodwill  associated  with our  internal
properties (BuckInvestor, MB Technologies, iTrack and StreetIQ). During the year
ended June 30, 2002,  we recorded an additional  intangible  asset write down of
$70,826. We have changed our operating focus, thus our various web properties ae
now used to demonstrate  the Internet  content  services we offer. We determined
the  goodwill of these  properties  to be  impaired  based on our  inability  to
generate future operating income from these properties. Furthermore, anticipated
future cash flows indicate that the recoverability of goodwill is not reasonably
assured.  Prior to  December  2000,  goodwill  was  being  amortized  using  the
straight-line  method over seven  years.  The  write-down  of goodwill and other
intangible  assets,  in the amount of $3,083,817 and $70,826 for the years ended
June 30,  2001 and  June 30,  2002,  respectively,  is  included  as a  separate
component  of  operating  expenses  and as a  cumulative  change  in  accounting
principle.  Effective  July 1, 2001, we adopted SFAS 142  ("Gooodwill  and Other
Intangible  Assets").  We have  set our  measurement  date to be  April  1st for
calculating intangible asset impairment.

Investment  gain/loss  resulted  from sales of  marketable  securities  that 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. We invest our excess cash in money market funds and mutual
funds 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.

We have  incurred net losses and negative  cash flows from  operations.  For the
year ended June 30, 2002,  we had a net loss of  $1,072,306.  We believe that we
will  continue  to  incur  operating  losses  and  negative  cash  flow  for the
foreseeable  future.  In  addition,  we believe that as a result of the evolving
nature of our  business  and our  limited  operating  history,  period-to-period
comparisons of our revenues and operating  results are not meaningful and should
not be relied upon as indicators of future performance.

Results of Operations for the fiscal years ended June 30, 2002 and 2001


                                       10
<PAGE>


Results of Operations for the fiscal years ended June 30, 2002 and 2001

Revenues increased from  approximately  $156,000 in the year ended June 30, 2001
to $290,000 in the year ended June 30,  2002.  In the year ended June 30,  2002,
our income was from subscription  based fees and customization  charges.  During
the year ended June 30, 2001,  only $67,000 of the revenues for that fiscal year
were  attributable to  FinancialContent  Services  subscription  based fees. The
income we earn from FinancialContent  Services' is dependable and we believe has
a strong  prospect  for  sustained  future  growth.  We  recognize  income  from
FinancialContent  Service's  monthly  subscription  based fees and customization
charges upon collection. If we receive stock for a distribution under our opt-in
email list,  we  recognize  income based on the market value of the stock on the
date of receipt.  Upon the sale of banner advertising,  we recognize income upon
receipt.  The demand for banner advertising as well as our opt-in email list has
tapered off, and though still offered, at this time we no longer actively pursue
this revenue as we allocate all of our resources toward generating revenues from
our subscription based services.


Cost of revenues.  Cost of revenues increased slightly to approximately  $23,000
in the year ended June 30, 2002 from  $19,000 in the year ended June 30, 2001 as
a result of an  increase  in the number of clients  and  increased  usage of our
services provided through FinancialContent Services.

Sales and marketing.  Sales and marketing  expenses  decreased to  approximately
$28,000 for the year ended June 30, 2002 from approximately $51,000 for the year
ended June 30,  2001.  The primary  reason for the  decrease  resulted  from the
reduction of staffing in sales and marketing  from our former  operations  being
reduced  (advertising  revenue)  through  our fiscal  year  ended June 2001.  We
anticipate  our sales and  marketing  expenses  to  increase in the future as we
expand our sales and marketing efforts, including increases resulting from trade
shows appearances and sales calls.

Product  development.  Product  development  expenses decreased to approximately
$100 for the year ended June 30,  2002 from  approximately  $52,000 for the year
ended  June 30,  2001.  The  decrease  was the  result of  decrease  in  product
development personnel and other related expenses,  (e.g. technical  consultants)
from our former operations phased out through our fiscal year ended June 2001.

Business  development.  Business development expenses decreased to approximately
$103,000  for the year ended June 30, 2001 from  approximately  $234,000 for the
year ended June 30,  2001.  The  decrease was the result of decrease in business
development  personnel  and other related  expenses  from our former  operations
phased out  through our fiscal  year ended June 2001.  Our  website  content fee
increased by $102,000.  We anticipate the acquisition cost of website content to
increase in the future as demand for new product  offerings and usage  increases
and third party data providers look to create new revenue streams.

General and  administrative.  General and  administrative  expenses increased to
approximately  $1,060,000  for the year ended June 30,  2002 from  approximately
$847,000  for the year ended June 30,  2001.  The  increase was the result of an
increase in our operations and staff.  We anticipate  with future growth general
and administrative expenses will continue to increase.

Amortization of intangibles.  Amortization of intangibles  expenses decreased to
$0 for the year ended June 30,  2002 from  approximately  $283,000  for the year
ended June 30, 2001. We adopted the  provisions  SFAS 142  ("Goodwill  and Other
Intangibles"),  which  resulted in us having to record an  impairment  charge of
$70,826.  This  charge  was  reported  as  a  cumulative  change  in  accounting
principle.  Intangible  asset impairment in the previous fiscal year was related
to the impairment of various  acquisitions of Internet properties in prior years
recorded under the purchase method in accordance with the provisions of APB 16.

                                       11
<PAGE>

Depreciation and amortization.  Depreciation and amortization expenses decreased
to  approximately  $29,000 for the year ended June 30,  2002 from  approximately
$42,000  for the year ended  June 30,  2001.  Property  and  equipment  is being
depreciated  over the  estimated  useful life of the related  assets,  generally
three to seven years using the straight-line method.

Other income (loss). Net other loss was approximately $45,000 for the year ended
June 30, 2002 as compared to net other loss of $144,000  for the year ended June
30, 2001. The decrease in loss resulted from the decrease of loss on disposal of
property  and  equipment  and the  increase of other  income  offset by interest
expense of $39,000 accumulating on the notes payables.

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, 2002,
we  had   approximately   $6,060  of  cash,  cash   equivalents  and  short-term
investments,  and working  capital  deficit of $1,096,334.  The working  capital
deficit increased from $409,543 from the previous fiscal year as a result of the
increase of notes payable to related parties, an increase of payroll and payroll
taxes payable, and an increase in other accrued expenses.

Net cash used in operating  activities  was $396,780 for the year ended June 30,
2002 compared to $822,165 for the year ended June 30, 2001. The cash used during
these periods was attributable to net operating losses of $1,072,306 in 2002 and
primarily  attributable to net operating  losses of $4,606,389 in 2001. Net cash
used in  operating  activities  for the year  ended  June 30,  2002 of  $396,780
resulted from net losses, the decrease in accounts payable,  accounts receivable
and an increase in prepaid expenses. These amounts were offset by an increase of
compensation expense on warrants granted, issuance of common stock for services,
payroll and taxes payable, accrued liabilities, and accrued expenses.

Net cash used in  operating  activities  for the year  ended  June 30,  2001 was
$822,165 and resulted  from net losses,  and  decreases in accounts  receivable.
These amounts were partially offset by an increase of accrued expenses, security
deposits  required  for a new  office  and  non-cash  charges.  Losses  in  2002
principally  related  to general  and  administrative  expenses.  Losses in 2001
principally  related to the write down of the Company's  Internet  properties in
addition to operating expenses.

Net cash  provided  by (used  in)  investing  activities  was  ($9,253)  in 2002
compared to cash  provided by  investing  activities  of $106,574 in 2001.  Cash
provided in 2001 primarily  related to release of restricted cash of $125,000 on
deposit as collateral  for the letter of credit  required  pursuant to the lease
agreement of our office facility,  sale of marketable  securities of $3,344, and
the net of capital  expenditures  and  equipment  disposal of  $21,770.  Capital
expenditures  of $9,253 in 2002  includes the purchase of computer  equipment to
support our infrastructure.

For the year ended June 30, 2002,  we  generated  net  proceeds  from  financing
activities  of  $391,592.  For the year ended June 30, 2001,  we  generated  net
proceeds from  financing  activities of $558,517.  We generated  cash  primarily
through the sale of our common stock.

                                       12
<PAGE>

Our future capital requirements depend on numerous factors, including continuing
and  growing  market  acceptance  of the  service  offered  by  FinancialContent
Services,  and the timing and rate of  expansion of  FinancialContent  Services'
business.  We have experienced  substantial  decreases in our expenditures since
June 30, 2000  consistent  with our smaller  operations and less  personnel.  We
believe that our expenditures have leveled off and will begin to increase in the
foreseeable  future  consistent  with the future growth of our  businesses.  Our
continued existence is dependent upon our ability to increase operating revenues
and/or raise additional equity and/ or financing. If additional funds are raised
through the issuance of equity securities or through convertible notes, dilution
to existing shareholders may result.

Going Concern

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

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

We have previously  relied on equity and debt financing to fund operations.  Our
reliance on equity and debt  financing  will  continue.  We are currently in the
process of negotiating additional equity financing with potential investors.

ITEM  7.  FINANCIAL  STATEMENTS

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


ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

Not applicable


                                       13
<PAGE>

                                    PART III

ITEM  9.  DIRECTORS, EXECUTIVE  OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLI-
ANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE ACT

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

NAME                       AGE      OFFICE                         SINCE
- ------------------        ----      ---------------------------    -----
Wilfred Shaw               32       Chairman and CSO               1996
Owen M. Naccarato          51       Director                       1999
Wing Yu                    33       Director and CEO               2000
Gregg Fidan                26       Director and V.P. Bus. Dev.    2001

Mr. Shaw,  our Chairman and Chief  Strategy  Officer and former Chief  Executive
Officer,  has  spent the last 10 years in the  venture  capital  and  investment
industries serving as 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.  Wilfred Shaw has been our chairman
of the board of directors since our formation. 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.  Mr. Shaw owns  SharpManagement.com,
LLC. Mr. Shaw earned his  Bachelor of Arts in  Economics  degree at Saint Mary's
College.

Mr. Yu, a Board  member and our Chief  Executive  Officer  and our former  Chief
Operating Officer, co-founded several web-based businesses,  which were acquired
by the Company in the late 1990s.  His experience  includes the  development and
management  of leading  online  investment  communities.  Previously,  he was an
educator, a technology grant coordinator,  and a software developer.  He holds a
Bachelor  of Arts in  History  from  Occidental  College,  and a Masters in Arts
degree in Instructional Technology.

Mr. Naccarato,  our outside Board member, has held various operating  positions,
including  Chief  Financial  Officer  for Bikers  Dream,  Inc.  a NASDAQ  traded
motorcycle    assembler   and   parts    distributor    and   divisional    vice
president/controller  for Baxter  Healthcare,  Inc.,  a NYSE traded  health care
manufacturer  and  distributor.  Mr.  Naccarato is a licensed  attorney and is a
member of the California  State Bar  Association.  He is also a Certified Public
Accountant.

Mr. Fidan, a Board member and Vice President of Business Development, co-founded
BuckInvestor.com,  a leading  investment  guide  for  long-term  investors.  The
Company  acquired  BuckInvestor.com,  Inc.  in  1999.  Mr.  Fidan  has  received
recognition in such leading  publications as Money Magazine,  Bloomberg,  Online
Investor, and CNBC.

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


                                       14
<PAGE>

ownership of Common Stock and other equity securities of the Company.  Officers,
directors and greater than 10%  shareholders  are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

To the  Company's  knowledge,  based  solely on its review of the copies of such
reports  furnished  to the  company and  written  representations  that no other
reports were required during the fiscal year ended June 30, 2002,  Section 16(a)
filing requirements  applicable to its officers,  directors and greater than 10%
beneficial  owners  were  complied  with,  except one not filed by Asia  Pacific
Ventures.

ITEM  10.  EXECUTIVE  COMPENSATION

The  following   table  sets  forth  certain   summary   information   regarding
compensation  paid by the Company for services  rendered during the fiscal years
ended June 30, 2002 and 2001,  respectively,  to the Company's  Chief  Executive
Officer, Vice President, and Chief Strategy Officer during such period.

<TABLE>
<CAPTION>

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


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

Wilfred   Shaw:   The   Company   has   signed  a   consulting   contract   with
Sharpmanagement.com,  LLC  ("SharpManagement") to secure the services of Wilfred
Shaw. Under the terms of this contract the Company is required to pay an initial
payment of  $180,000  and a payment of $15,000 per month for each month that Mr.
Shaw provides services to the Company.  SharpManagement is 100% owned by Wilfred


                                       15
<PAGE>

Shaw.  The Company issued  15,000,000  shares of its common stock as payment for
management  services  provided to the Company,  which were valued at $360,000 to
pay for services  provided  through  December 31, 2000. The Company  renewed the
consulting contract with SharpManagement,  LLC at a reduced fee of $5,000.00 per
month  commencing on April 1, 2001.  Mr. Shaw has not received any  compensation
under this agreement for the last two fiscal years. Under a separate  agreement,
the Company pays Mr. Shaw $3,600.00 annually.

Wing Yu: Wing Yu, a director, was promoted to chief operating officer on May 11,
2000.  He  originally  earned an annual  salary of  $120,000.00,  and received a
signing  bonus of  $6,800.00.  However,  during the fiscal  year ending June 30,
2001, Mr. Yu accepted  wages  commensurate  with a $72,000 per year salary.  The
Company recently  renegotiated Mr. Yu's employment contract.  Commencing July 1,
2001,  Mr. Yu's  contract was amended to reflect the salary he was actually paid
of  $72,000.00  and was promoted to Chief  Executive  Officer.  Upon joining the
Company,  Mr. Yu was granted  options to purchase  100,000  shares of our common
stock for $.0.594 vesting over 4 years in allotments of 25,000 shares per year.

Compensation  of  Directors:

Directors  receive no remuneration for their services as directors at this time.
In March 2002, we issued a warrant to purchase 200,000 shares of common stock at
an exercise price of $0.25 per share to Mr.  Naccarato.  The Company has adopted
no  retirement,  pension,  profit  sharing or other similar  programs.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Company's Common Stock as of June 30, 2002 based on information
available  to the  Company by (I) each person who is known by the Company to own
more than 5% of the  outstanding  Common Stock based upon reports  filed by such

                                       16
<PAGE>


persons  within  the  Securities  and  Exchange  Commission;  (ii)  each  of the
Company's  directors;  (iii) each of the Named Executive Officers;  and (iv) all
officers and directors of the Company as a group.

Title of Class    Name and Address            Shares Beneficially   Percent (2)
of Class (1)                                  Owned (1)
--------------------------------------------------------------------------------
Class A Common    Wing Yu                           416,942             6.01%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Wilfred Shaw(3)                   2,229,765          32.15%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080

--------------------------------------------------------------------------------
Class A Common    Asian Pacific Ventures            1,100,000          15.86%
                  Suite 13, 16th Floor
                  Kinwick Center,
                  32 Hollywood Road
                  Central Hong Kong, H.K.
--------------------------------------------------------------------------------
Class A Common    Corworth Investments, Inc           372,062           5.36%
                  c/o MIS International, Inc.
                  145 Traders Blvd, E., #40
                  Mississauga, Ontario
                  Canada L4Z 3L3
--------------------------------------------------------------------------------
Class A Common    Gregg Fidan                         838,554          12.09%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common(4) Owen Nacarato                       200,000           2.88%
                  77 Eagle Creek
                  Irvine, CA 92618
--------------------------------------------------------------------------------
Class A Common    Mark Dierolf                        553,675           7.98%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
- ------------------------------------------------------------------------------
Class A Common    Officers and Directors            3,685,261          53.13%
                  as a Group (3 persons)
- ------------------------------------------------------------------------------

(1) A person is  deemed to be the  beneficial  owner of  securities  that can be
acquired  by such  person  within  60 days  from  the  date of the  registration
statement  upon the exercise of options or  warrants.  Each  beneficial  owner's
percentage ownership is determined by assuming that options or warrants that are
held by such person and which are exercisable within 60 days of the date of this
registration  statement have been  exercised.  Unless  otherwise  indicated,  we
believe  that all persons  named in the table have voting and  investment  power
with respect to all shares of common stock beneficially owned by them.
(2) These  percentages  are based  upon  6,935,059  shares of our  common  stock
outstanding as of June 30, 2002, including warrants exercisable by director.
(3) Does not include  1,100,000  shares of Common  Stock owned by Asian  Pacific
Ventures, a related party to Wilfred Shaw, Chairman and Chief Strategy Officer.
(4)  Represents  warrant to  purchase  shares of our  common  stock at $0.25 per
share, which warrants are currently exercisable.

                                       17
<PAGE>

ITEM  12. CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTION

A.    Asia Pacific Ventures

Asia Pacific  Ventures (APV) is a company whose  headquarters  are in Hong Kong,
and its authorized  representative was Wilfred Shaw, the current Chairman of the
Board of Directors of the Company.  Additionally,  APV is a shareholder  holding
greater  than 10% of the  outstanding  common  stock of the  Company  and  whose
current  authorized  representative is a family member of Wilfred Shaw. In 2001,
APV advanced to the company  $20,000,  and the loan has an interest  rate of 12%
per annum. In 2002, APV has loaned to the Company an additional $275,000 and the
loans have an interest rate of 12% per annum.  These notes are convertible  into
shares of the company's  common stock.  During the year ended June 30, 2002, APV
converted  $75,000 of these notes into 750,000  shares of the  company's  common
stock.  In  October  2001,  APV  purchased  250,000  shares of common  stock for
$25,000.

B.   Wilfred Shaw

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

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

On July 31, 2001, the Company entered into a securities  purchase agreement with
Mr. Shaw,  pursuant to which Wilfred Shaw purchased  1,275,469  shares of Common
Stock for a $100,000 cash investment.

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

C.   SharpManagement, LLC.

The  Company  has  signed  a  consulting  contract  with  SharpManagement,   LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract the Company is required to pay an initial  payment of $180,000 and
a payment of $15,000 per month for each month that Mr. Shaw provides services to
the  Company.  SharpManagement  is 100% owned by Wilfred  Shaw.  As of March 31,
2001,  SharpManagement is due $45,000. The Company and SharpManagement agreed to
extend the term of the consulting  contract and agreed to a reduced  monthly fee
of $5,000.00 commencing on April 1, 2001.

Effective as of January 16, 2001, the Company  arranged for the satisfaction and
discharge of the amount owed to SharpManagement,  LLC for deferred  compensation
in the amount of  $360,000  owed by the  Company  to  SharpManagement,  LLC.  In
consideration for the satisfaction of the amount , the Company was instructed by
SharpManagment to issue the  corresponding  15,000,000 shares of common stock to
Corworth Investments, Inc. (a related party).

                                       18
<PAGE>

D.   Tupelo Investments, Inc.

In 2001, the Company issued $25,000  principal amount of 12% convertible  notes,
which are due on demand after 30 days to Tupelo Investments,  Inc., in a private
placement.  The notes are  convertible  into  common  shares of the Company at a
discount of 50% from the market price on the date of  conversion.  The option to
convert the notes to common stock is at the discretion of the note holder.

E.   Notes Payable to Shareholders

In 2001,  Tupelo  advanced  to the  Company  $63,517,  and  another  shareholder
Corworth Investments,  Inc. advanced the Company $20,000. These notes are due on
demand and bear an annual interest rate of 12%.

F.  Common Stock Grants to Officers

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

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

ITEM  13.  EXHIBITS AND REPORTS IN ON FORM 8-K

Exhibits

      (2)          2.1. Agreement and Plan of Reorganization between Cosmoz.com,
                   Inc. and Ivory Acquisition Corporation dated January 5, 2000.
                   Certificate of Ownership and Merger Merging Ivory Acquisition
                   Corporation into Cosmoz.com,  Inc. (Incorporated by reference
                   to Exhibit 2 to Form 8-K/A, File No.: 000-28377)

      (3)          3.1.   Articles  of   Incorporation   of   Cosmoz.com,   Inc.
                   (Incorporated  by reference  to Exhibit  3.(I) to Form 8-K/A,
                   File No.: 000-28377)

                   3.2. By-Laws of Cosmoz.com,  Inc.  (Incorporated by reference
                   to Exhibit 3.(II) to Form 8-K/A, File No.: 000-28377)

                   3.3. Certificate of Amendment of Certificate of Incorporation
                   of Cosmoz.com,  Inc.,  (Incorporated  by reference to Exhibit
                   3.3 to Form 10KSB, File No.: 000-28377).



                                       19
<PAGE>

                   3.4. Certificate of Amendment of Certificate of Incorporation
                   of Cosmoz Infrastructure  Solutions,  Inc.,  (Incorporated by
                   reference to Exhibit 3.4 to Form 10QSB, File No.: 000-28377).

     (10)          10.1. Cosmoz.com,  Inc. 1999 Stock option plan. (Incorporated
                   by  reference  to  Exhibit  10.1  to  Form  10-Q,  File  No.:
                   000-28377)

                   10.2. Owen Naccarato Director's  Agreement.  (Incorporated by
                   reference to Exhibit 10.2 to Form 10-Q, File No.: 000-28377)

                   10.3.  Management  and  Consulting  Agreement  Between Us and
                   SharpManagement,  LLC.  (Incorporated by reference to Exhibit
                   10 to Form S-1 filed August 24, 2000, File No.: 333-44406)

                   10.4.  Investment  Agreement  Between Us and  Swartz  Private
                   Equity, LLC. (Incorporated by reference to Exhibit 10 to Form
                   S-1 filed August 24, 2000, File No.: 333-44406)

                   10.5.   Warrant  to  Purchase  Our  Common  Stock  Issued  in
                   Connection  With  the  Investment  Agreement  Between  Us and
                   Swartz.  (Incorporated by reference to Exhibit 10 to Form S-1
                   filed August 24, 2000, File No.: 333-44406)

                   10.6. Registration Rights Agreement issued in connection with
                   the Investment Agreement Between Us and Swartz. (Incorporated
                   by reference to Exhibit 10 to Form S-1 filed August 24, 2000,
                   File No.: 333-44406)

                   10.7.  Warrant  Side  Agreement  Issued  in  Connection  With
                   Investment Agreement Between Us and Swartz.  (Incorporated by
                   reference  to Exhibit 10 to Form S-1 filed  August 24,  2000,
                   File No.: 333-44406)

                   10.8.  Commitment Warrant to Purchase Our Common Stock Issued
                   in  Connection  With  Investment  Agreement  Between  Us  and
                   Swartz.  (Incorporated by reference to Exhibit 10 to Form S-1
                   filed August 24, 2000, File No.: 333-44406)

                   10.9. Addendum to Management and Consulting Agreement Between
                   Us and  SharpManagement,  LLC.  (Incorporated by reference to
                   Exhibit 10.9 to Form 10KSB, File No.: 000-28377)

                   10.10.  Information  Statement Pursuant 14c of the Securities
                   Exchange  Act of 1934  (Incorporated  by reference to Exhibit
                   10.10 to Form  10QSB,  filed  February  19,  2002,  File No.:
                   000-28377).

                                       20
<PAGE>

                   10.11.  Promissory  Note dated October 1, 2001 Between Us and
                   Asia Pacific  Ventures  (Incorporated by reference to Exhibit
                   10.11.  to Form 10QSB,  filed  February 19,  2002,  File No.:
                   000-28377).

                   10.12.  Promissory Note dated October 29, 2001 Between Us and
                   Asia Pacific  Ventures  (Incorporated by reference to Exhibit
                   10.12.  to Form 10QSB,  filed  February 19,  2002,  File No.:
                   000-28377).

                   10.13. Subscription Agreement dated November 23, 2001 Between
                   Us and Asia Pacific  Ventures  (Incorporated  by reference to
                   Exhibit 10.13.  to Form 10QSB,  filed February 19, 2002, File
                   No.: 000-28377).

                   10.14. Subscription Agreement dated November 26, 2001 Between
                   Us and Gurkan  Fidan  (Incorporated  by  reference to Exhibit
                   10.14.  to Form 10QSB,  filed  February 19,  2002,  File No.:
                   000-28377).

                   10.15. Subscription Agreement dated November 26, 2001 Between
                   Us and Mark  Dierolf  (Incorporated  by  reference to Exhibit
                   10.15.  to Form 10QSB,  filed  February 19,  2002,  File No.:
                   000-28377).

                   10.16.  Note and Security  Agreement  dated December 13, 2001
                   Between Us and Wilfred  Shaw  (Incorporated  by  reference to
                   Exhibit 10.16.  to Form 10QSB,  filed February 19, 2002, File
                   No.: 000-28377).

                   10.17. Promissory Note dated December 30, 2001 Between Us and
                   Asia  Pacific  Ventures(Incorporated  by reference to Exhibit
                   10.17.  to Form 10QSB,  filed  February 19,  2002,  File No.:
                   000-28377).

                   10.18.  2002 Employee and Officer  Retention and  Recognition
                   Plan  (Incorporated  by reference to Exhibit  10.18.  to Form
                   10QSB, filed February 19, 2002, File No.: 000-28377).

                   10.19.  Convertible  Promissory  Note dated January 31, 2002,
                   (Incorporated  by reference  to Exhibit  10.19 to Form 10QSB,
                   filed May15, 2002, File No.: 000-28377).



                                       21
<PAGE>

                   10.20.  Promissory Note dated April 30, 2002 (Incorporated by
                   reference to Exhibit 10.19 to Form 10QSB,  filed May15, 2002,
                   File No.: 000-28377).

                   10.21.  Form of Warrant  Issued to Larry Tint dated March 12,
                   2001  (Incorporated  by  reference  to Exhibit  10.19 to Form
                   10QSB, filed May15, 2002, File No.: 000-28377).

                   10.22.  Form of Warrant Issued to Owen Nacarrato  dated March
                   12, 2001  (Incorporated by reference to Exhibit 10.19 to Form
                   10QSB, filed May15, 2002, File No.: 000-28377).

                   10.23  Employment  agreement  of Wing Yu dated July 30, 2001,
                   attached hereto.

                   10.24 Addendum to Management and Consulting Agreement Between
                   Us and  SharpManagement,  LLC,  dated May 28, 2002,  attached
                   hereto.

  (21)             21.1. List of subsidiaries  of registrant.  (Incorporated  by
                   reference  to Exhibit 21.1 to Form 10-K filed  September  28,
                   2000, File No.: 000-28377)

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

  (31)             31   Certification as required under Section 302 of Sarbannes
                        -Oxley Act of 2002

  (31)             32   Certification as required under Section 906 of Sarbannes
                        -Oxley Act of 2002


(b) Reports on Form 8-K: None

ITEM 14.  CONTROLS AND PROCEDURES

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

                                    22

<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: August 15, 2003

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



/s/ Wing Yu                                          August 15, 2003
------------------------------------
    Wing Yu,
    Director
    Chief Executive Officer
    Interim Controller

<PAGE>

/s/ Wilfred Shaw                                     August 15, 2003
------------------------------------
    Wilfred Shaw,
    Chairman of the Board
    and Chief Strategy Officer


/s/ Gregg Fidan                                      August 15, 2003
------------------------------------
    Gregg Fidan,
    Director



                                       23
<PAGE>


                             FINANCIAL CONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001














<PAGE>




                             FINANCIAL CONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001






                                 C O N T E N T S




                                                                           Page

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

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

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

Consolidated Statements of Changes in Shareholders' Equity............ F-6 - F-7

Consolidated Statements of Cash Flows................................. F-8 - F-9

Notes to the Consolidated Financial Statements...................... F-10 - F-36



<PAGE>




                          INDEPENDENT AUDITORS' REPORT


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

We have  audited  the  accompanying  consolidated  balance  sheets of  Financial
Content,  Inc., a Delaware  Corporation,  as of June 30, 2002 and 2001,  and the
related consolidated statements of operations,  changes in shareholders' equity,
and cash flows for the fiscal years then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Financial Content,  Inc. as of
June 30, 2002 and 2001, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting principles
in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 9 to the
financial statements, the Company experienced a significant net loss in the year
ending June 30, 2002, and 2001 with losses incurred subsequently,  and generated
negative cash flows from operating  activities.  These matters raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these  matters  are also  described  in note 10. In the event
additional  funds  are  raised,  continuation  of  the  business  thereafter  is
dependent upon the ability of the Company to achieve  sufficient  cash flow. The
accompanying financial statements do not include any adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.







/s/ Pohl, McNabola, Berg & Company, LLP
San Francisco, California
August 15, 2003




                                      F-1
<PAGE>


<TABLE>
<CAPTION>


                             FINANCIAL CONTENT, INC.
                           CONSOLIDATED BALANCE SHEETS
                          AS OF JUNE 30, 2002 AND 2001





                                ASSETS                         June 30, 2002      June 30, 2001
                                ------                         -------------      -------------

             Current Assets:
<S>                                                             <C>                 <C>
  Cash and cash equivalents                                     $   4,162           $  18,603
  Short-term investments                                            1,898                --
  Accounts receivable - trade, net                                  5,640               3,598
  Amounts due from officers                                          --                19,962
  Prepaid expenses                                                  5,855               2,606
  Deposits                                                         13,864              16,002
                                                                ---------           ---------

    Total Current Assets                                           31,419              60,771
                                                                ---------           ---------

Property and Equipment :
  Office furniture                                                 12,112              12,508
  Equipment                                                        84,257             118,392
                                                                ---------           ---------
                                                                   96,369             130,900
                                                                ---------           ---------

  Accumulated depreciation                                        (62,649)            (54,560)
                                                                ---------           ---------

    Property and Equipment, net                                    33,720              76,340
                                                                ---------           ---------

Other Assets:
  Long-term investments                                           143,084             204,331
  Intangible assets, net                                            3,000              73,826
                                                                ---------           ---------

    Total Other Assets                                            146,084             278,157
                                                                ---------           ---------

      Total Assets                                              $ 211,223           $ 415,268
                                                                =========           =========

</TABLE>

                                   (continued)

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


                                      F-2
<PAGE>


<TABLE>
<CAPTION>

                             FINANCIAL CONTENT, INC.
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                          AS OF JUNE 30, 2002 AND 2001



             LIABILITIES AND STOCKHOLDERS' EQUITY           June 30, 2002      June 30, 2001
             ------------------------------------         ----------------   ------------------

Current Liabilities:
<S>                                                       <C>                  <C>
  Accounts payable                                        $    148,507          $    162,895
  Management fees due to related party                         120,000                60,000
  Payroll and taxes payable                                     89,090                32,296
   Taxes Payable                                                 2,400                  --
  Accrued Interest                                              39,027                  --
  Other accrued expenses                                        59,213                19,362
  Deferred Revenue                                               4,915                  --
  Note payable - related parties                               300,109               108,517
  Notes payable - other                                         14,589                14,589
  Reserve for termination of investment agreement               50,000                50,000
  Accrued expenses - discontinued operations                   122,394               122,394
  Payable to officer - discontinued operations                  60,000                60,000
  Payroll and sales taxes payable -
   discontinued operations                                     117,509               117,509
                                                          ------------          ------------

    Total Current Liabilities                                1,127,753               747,562
                                                          ------------          ------------


Stockholders' Equity:
  Preferred stock, $0.001 par value; 50,000,000
    shares authorized; none issued or outstanding                 --                    --
  Common stock, $0.001 par value; 15,000,000
    shares authorized; 6,753,059 and 1,325,247
    issued and outstanding, respectively                         6,753                 1,326
  Additional paid-in-capital                                15,363,210            14,528,845
  Deferred Compensation                                       (302,266)                 --
  Accumulated other comprehensive loss                         (66,999)              (17,543)
  Accumulated deficit                                      (15,917,228)          (14,844,922)
                                                          ------------          ------------

    Total Stockholders' Equity                                (916,530)             (332,294)
                                                          ------------          ------------

      Total Liabilities and Stockholders' Equity          $    211,223          $    415,268
                                                          ============          ============

</TABLE>


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



                                      F-3
<PAGE>


<TABLE>
<CAPTION>

                             FINANCIAL CONTENT, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001




                                                                  Year Ended            Year Ended
                                                                June 30, 2002         June 30, 2001
                                                               ---------------        --------------

Revenues:
<S>                                                              <C>                  <C>
     Net revenues                                                $   289,806          $   155,799
     Costs of revenues                                               (23,435)             (18,865)
                                                                 -----------          -----------
                                                                     266,371              136,934
                                                                 -----------          -----------

Operating Expenses:
     Business development                                            102,918              233,734
     Sales and marketing                                              27,780               51,315
     Product development                                                  81               52,123
     General and administrative                                    1,060,318              846,694
     Amortization of intangibles                                        --                282,682
     Amortization and depreciation                                    29,230               42,134
     Intangible assets impairment                                       --              3,083,817
                                                                 -----------          -----------
         Total operating expenses                                  1,220,327            4,592,499
                                                                 -----------          -----------

         Loss from operations                                       (953,956)          (4,455,565)
                                                                 -----------          -----------

Other Income (loss):
     Interest income                                                     144                6,637
     Dividend income                                                      12                2,175
     Other Income                                                     25,070                 --
     Interest expense                                                (39,027)              (2,970)
     (Loss) on investment                                               --                (59,995)
     (Loss) on disposal of property and equipment                    (21,132)             (82,284)
     Investment expenses                                             (10,191)              (7,187)
                                                                 -----------          -----------
         Total other income                                          (45,124)            (143,624)
                                                                 -----------          -----------

     Net loss before cumulative effect of change
         in accounting principle                                 $  (999,080)         $(4,599,189)

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

     Net loss before taxes                                       $(1,069,906)         $(4,599,189)

         Provision for income tax                                     (2,400)              (7,200)
                                                                 -----------          -----------
         Net loss                                                $(1,072,306)         $(4,606,389)
                                                                 ===========          ===========
</TABLE>
                                   (continued)

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



                                      F-4
<PAGE>

<TABLE>
<CAPTION>


                             FINANCIAL CONTENT, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001



                                                              Year Ended                  Year Ended
                                                             June 30, 2002              June 30, 2001
                                                   ----------------------------   -----------------------------


Net loss per share (Note 1):
                                                       Basic      Fully diluted       Basic      Fully Diluted
                                                   ------------   -------------   ------------   --------------
<S>                                                <C>            <C>              <C>           <C>
          Net loss per share                       $    ( 0.21)   $       (0.21)   $   (3.88)     $       (3.88)
                                                   ============   =============    ============  ==============


   Shares used in per share calculation - basic                       5,211,619                       1,188,261
                                                                  =============                  ==============

   Shares used in per share calculation - diluted                     5,211,619                       1,188,261
                                                                  ==============                 ==============

</TABLE>

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



                                      F-5
<PAGE>


                     Consolidated Statement of Changes in
                              Shareholders' Equity
                   for the years ended June 30, 2002 and 2001
                                   Split Table
<TABLE>
<CAPTION>


                                                                                                                       Accumulated
                                                                                                        Additional        Other
                                    Preferred Stock                Common Stock           Deferred        Paid-in      Comprehensive
                                   Shares     Amount           Shares        Amount      Compensation     Capital      Income (loss)
                                   ------   ----------       ----------   ------------   ------------    ----------    ------------

<S>                                     <C> <C>              <C>          <C>            <C>          <C>             <C>
Balance, June 30, 2000                 --   $       --        1,075,247   $      1,075       --       $ 13,569,096    $    (17.543)

   Comprehensive income (loss):
    Net loss from operations
     during the period                 --           --             --             --         --              --              --
    Subscription payments received
     on sale of common stock           --           --             --             --         --            600,000            --
    Conversion of debt into
     common stock                      --           --          187,500            188       --            269,812            --
      Issuance of common stock for
    services                           --           --           62,500             63       --             89,937            --

                                     -----  ----------      -----------   ------------  -----------   ------------    -------------
Balance, June 30, 2001                 --   $       --        1,325,427   $      1,326       --       $ 14,528,845    $    (17,543)
                                     =====  ==========      ===========   ============  ===========   ============    =============
   Comprehensive income (loss):
    Net loss from operations
     during the period                 --           --             --             --         --               --              --
    Net unrealized gain (loss) on
     on securities, net                --           --             --             --         --               --           (49,456)
    Compensation expense
     on stock grants                   --           --             --             --     (302,266)            --              --
    Compensation expense recognized
     on warrant grants                 --           --             --             --         --             61,800            --
    Acquisition of minority interest
     in FinancialContent, Inc.         --           --          883,233            883       --                883            --
    Proceeds from sale of
     common stock                      --           --        1,525,469          1,525       --            123,475            --
    Conversion of debt into
     common stock                      --           --          750,000            750       --             74,250            --
    Issuance of common stock for
    services                           --           --        2,269,110          2,169       --            575,723            --
                                     -----  ----------      -----------   ------------  -----------   ------------    -------------

Balance, June 30, 2002                 --    $      --        6,753,059          6,753   (302,266)      15,363,210         (66,999)
                                     =====  ==========      ===========   ============  ===========   ============    =============
</TABLE>
   The accompanying notes are an integral part of these financial statements.



                                      F-6
<PAGE>




<TABLE>
<CAPTION>
                     Consolidated Statement of Changes in
                              Shareholders' Equity
                   for the years ended June 30, 2002 and 2001
                             Split Table (continued)
                                                          Total
                                       Accumulated     Shareholders'  Comprehensive
                                         Deficit          Equity      Income (loss)
                                        ----------       ---------    ------------
<S>                                   <C>               <C>            <C>
Balance, June 30, 2000                $(10,238,533)    $ 3,314,095)   $      --
   Comprehensive income (loss):
    Net loss from operations
     during the period                  (4,606,389)     (4,606,389)    (4,606,389)
    Subscription payments received
     on sale of common stock                 --            600,000           --
    Conversion of debt into
     common stock                            --            270,000           --
    Issuance of common stock for
     services                                --             90,000           --
                                      ------------     -----------    -----------
Balance, June 30, 2001                $(14,844,922)    $  (332,294)   $(4,606,389)
                                      ============     ===========    ===========
    Comprehensive income (loss):
    Net loss from operations
     during the period                  (1,072,306)     (1,072,306)    (1,072,306)
    Net unrealized gain (loss) on
     on securities, net                      --            (49,456)       (49,456)
    Compensation expense on
     stock grants                                         (302,266)          --
    Compensation expense recognized
     on warrant grants                       --             61,800           --
    Acquisition of minority interest
     in FinancialContent, Inc.               --               --             --
    Proceeds from sale of
     common stock                            --            125,000           --
    Conversion of debt into
     common stock                            --             75,000           --
    Issuance of common stock for
    services                                 --            577,992           --
                                      ------------     -----------    -----------

Balance, June 30, 2002                $(15,917,228)    $  (916,530)   $(1,121,762)
                                      ============     ===========    ===========
</TABLE>

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


                                      F-7
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIAL CONTENT, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


                                                             June 30, 2002        June 30, 2001
                                                          -----------------  --------------------
<S>                                                           <C>                  <C>

Operating Activities:
     Net Loss                                                 $(1,072,306)         $(4,606,389)
Adjustments to reconcile net (loss) to
net cash provided by (used in) operating activities:
     Intangible amortization                                         --                282,682
     Compensation expense on warrants granted                      61,800                 --
     Amortization and depreciation                                 29,230               42,134
     Investment expense                                            10,191                 --
     Issuance of common stock for services                        275,726               90,000
     Intangible assets impairment charge                           70,826            3,083,817
     Reserve for lease termination costs                             --                  9,762
     Reserve for termination of investment agreement                 --                 50,000
     Loss on disposal of property and equipment                    21,132               82,282
     Other                                                          1,511                  113

Changes in operating assets and liabilities:
     Accounts receivable - trade, net                              (2,042)               5,118
     Amounts due from officer                                      19,962               (1,611)
     Prepaid expenses                                              (3,249)              66,690
     Investment in marketable securities                             (298)                --
     Security deposit                                               2,138               10,498
     Accounts payable                                             (14,388)               7,002
     Accrued expenses - discontinued operations                      --                 (8,000)
     Management fees due to related party                          60,000               60,000
     Taxes payable                                                  2,400                 --
     Accrued interest                                              39,027                 --
     Payroll and taxes payable                                     56,794               25,616
     Deferred revenue                                               4,915                 --
     Accrued
     liabilities                                                   39,851              (21,879)
                                                              -----------          -----------

         Net cash used in operating activities                   (396,780)            (822,165)
                                                              -----------          -----------

Investing activities:

     Sale ofmarketable securities                                    --                  3,344


     Restricted cash                                                 --                125,000

     Proceeds from disposal of property and equipment                --                 12,819
     Purchases of property and equipment                           (9,253)             (34,589)
                                                              -----------          -----------

         Net cash provided by investing activities                 (9,253)             106,574
                                                              -----------          -----------

Financing activities:
     Proceeds from issuance of common stock                       125,000              600,000
     Payments on amounts due to related parties                    (8,408)            (150,000)
     Proceed from notes payable - related parties                 275,000              108,517
                                                              -----------          -----------

         Net cash provided by financing activities                391,592              558,517
                                                              -----------          -----------

             (Decrease) in cash and cash equivalents              (14,441)            (157,074)

Cash and cash equivalents, beginning of year                       18,603              175,677
                                                              -----------          -----------

Cash and cash equivalents, end of year                        $     4,162          $    18,603
                                                              ===========          ===========
</TABLE>


                                  (continued)


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


                                      F-8
<PAGE>


                             FINANCIAL CONTENT, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>


                                                               Year ended          Year ended
                                                             June 30, 2002        June 30, 2001
                                                            -----------------  --------------------
Supplemental disclosures of cash flow information:
<S>                                                          <C>               <C>
     Cash paid during the period for
          Interest                                           $       --                     --
          Taxes                                              $       --                    7,200



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

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

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

The following non cash transactions occurred during the year ended June 30,
2001:

     Conversion of debt                                                        $          270,000
                                                                               ====================

</TABLE>





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



                                      F-9
<PAGE>


                             FINANCIAL CONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


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

A.       General Description of Business

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

Through the consolidation of its Internet  properties,  the Company now provides
financial-related  services through two subsidiaries  FinancialContent Services,
Inc.

FinancialContent.com,  Inc. (www.financialcontent.com) is a technology firm that
aggregates financial  information for instant integration into any platform.  By
partnering with leading content providers, 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; and

FinancialContent.com  operates additional Internet properties in order to market
and     showcase     its     technology,     including     www.monsterquote.com,
www.buckinvestor.com, www.streetiq.com and www.getwhispers.com.

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

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

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

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

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



                                      F-10
<PAGE>


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

A.       General Description of Business (continued)

Shareholders  representing   approximately  76%  of  the  currently  issued  and
outstanding shares of Common Stock, have executed the Written Consents,  thereby
ensuring  the  increase of the number of shares  authorized  for  issuance,  the
acquisition  of the  minority  held shares of  FinancialContent.com,  Inc.,  the
change of the name of the  Company to  FinancialContent,  Inc.,  and the reverse
stock split.


B.       Basis of Presentation and Organization

These  consolidated  financial  statements  represent the financial  activity of
Financial  Content,  Inc., a publicly  traded  company  listed and traded on the
NASDAQ Over the Counter  Bulletin Board ("OTCBB").  The  consolidated  financial
statements  for the years  ended June 30,  2002 and 2001 have been  prepared  in
accordance  with generally  accepted  accounting  principles.  The  consolidated
financial  statements include the accounts of the Company and its majority-owned
subsidiaries. All inter-company transactions have been eliminated. The Company's
fiscal year ends on June 30 each year.

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

The equity and net loss attributable to the minority shareholder  interests that
related to the Company's  subsidiaries  are shown to be none in the consolidated
balance sheet and consolidated statement of operations,  respectively. Losses in
excess of the minority  interest in equity would be charged against the Company.
During the years  ended June 30,  2002 and 2001,  all losses  exceeded  minority
interest, and accordingly were charged against the Company.


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  greater than three months and current maturities less
than  twelve  months  from the  balance  sheet  date are  considered  short-term
investments,  and those with  maturities  greater  than  twelve  months from the
balance  sheet  date  are  considered  long-term  investments.  All of  Cosmoz's
short-term investments are classified as available-for-sale at the balance sheet
dates.  Investments  classified as available-for-sale are recorded at fair value
and any  material  temporary  difference  between  the cost and fair value of an
investment  is  presented  as  a  separate   component  of   accumulated   other
comprehensive income/loss.


                                      F-11
<PAGE>


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

C.       Cash and Cash Equivalents, Short and Long-Term Investments (continued)

The  Company  invests  in  equity  instruments  of  privately  held  information
technology companies for business and strategic purposes.  These investments are
included in other  long-term  assets and are accounted for under the cost method
when ownership is less than 20%. For these non-quoted investments, the Company's
policy  is  to  regularly  review  the  assumptions   underlying  the  operating
performance and cash flow forecasts in assessing the carrying values.

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-12
<PAGE>


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

F.       Revenue Recognition

The Company's  revenues are derived from three  sources.  The Company's  primary
source of revenues is through  providing  access to financial data (e.g.,  stock
quotes) to other Internet properties on a monthly subscription basis.

The Company's  second source of revenues is the  distribution of  advertisements
and  reports on behalf of growth  stock  companies  via  electronic  mail to the
Company's  opt-in email  distribution  list. This opt-in email list was obtained
through  marketing  efforts in its family of  investment-related  websites.  The
Company receives payment in shares of stock, in lieu of cash, from customers who
receive  services from its ProfitWire Media Group. The Company policy is to sell
such securities within three months.

The third  source  is the sale of banner  and  sponsorship  advertisements  that
appear on the Company's website properties.

The  Company's  standard  rates  for  banner  advertising  are based on cost per
thousand  impressions  for run of  network.  The price  depends on  whether  the
advertising  is targeted to specific  audiences  and  properties.  To date,  the
duration of the Company's  banner  advertising  commitments  has ranged from one
week to 2 months.


G.       Product and Web-site 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 in the period  ended June 30,  2002,  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.



                                      F-13
<PAGE>


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

I.       Advertising Costs

All  advertising  costs are expensed as incurred.  The Company did not incur any
advertising expense in 2002 and 2001.


J.       Marketable Securities

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

The Company  invests 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 indicated that such assets might
be impaired.


K.       Use of Estimates

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

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



                                      F-14
<PAGE>


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

L.       Earnings per Share

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

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

The  difference  between  Basic and  Diluted  EPS would be due to the  effect of
dilutive  stock  options  and  warrants.  However,  the  Company had no dilutive
securities  in 2002 and 2001 due the  Company  having  net loss and a loss  from
operations in 2002 and 2001.

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


M.       Segments of an Enterprise and Related Information

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


N.       Comprehensive Income

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


                                      F-15
<PAGE>



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

O.       Business Risks and Credit Concentrations

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

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

Accounts receivable are typically unsecured. The Company performs ongoing credit
evaluations  of its customers'  financial  condition.  It generally  requires no
collateral  and  maintains  reserves  for  potential  credit  losses on customer
accounts,  when  necessary.  Management  estimates  that  no such  reserves  are
warranted at June 30, 2002.


P.       Foreign Currency and International Operations

International  operations  were  fully  discontinued,  and there are no  foreign
assets. There were no foreign exchange  transactions during the years ended June
30,  2002  and  2001.  Translation  gains  (losses),   which  are  deferred  and
accumulated as a component of shareholders' equity, were not significant in 2002
and 2001.


Q.       Fair Value of Financial Instruments

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



                                      F-16
<PAGE>



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

R.       Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations,"
which supercedes  Accounting  Principles Board ("APB") Opinion No. 16, "Business
Combinations."  SFAS 141 requires the purchase method of accounting for business
combinations    initiated    after   June   30,   2001,   and   eliminates   the
pooling-of-interests method. In addition, SFAS 141 establishes specific criteria
for the recognition of intangible  assets  separately from goodwill and requires
unallocated  negative goodwill to be written off immediately as an extraordinary
gain.  The  provisions of SFAS 141 are required to be adopted July 1, 2001.  The
adoption  of SFAS 141 did not change the method of  accounting  used in previous
business  combinations  including  those  the  Company  accounted  for under the
pooling-of-interests method.


In October 2001, the Financial  Accounting Standards Bureau issued SFAS No. 144,
Accounting  for  Impairment  or  Disposal  of  Long-Lived  Assets.  SFAS No. 144
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived  assets.  This statement also extends the reporting  requirements  to
report separately, as discontinued operations, components of an entity that have
either been disposed of or are classified as held-for-sale.  The Company adopted
the  provisions  of SFAS No. 144  effective  July 1, 2002.  The adoption of this
statement  did not have any  impact  on the  Company's  financial  condition  or
results from operations.


S.       Software Developed for Internal Use

The American  Institute  of Certified  Public  Accountants  issued  Statement of
Position  98-1 ("SOP  98-1"),  "Accounting  for the Costs of  Computer  Software
Developed or Obtained for Internal  Use." This  standard  requires  companies to
capitalize  qualifying  computer  software costs,  which are incurred during the
application  development  stage and amortize them over the software's  estimated
useful life. SOP 98-1 is effective for fiscal years beginning after December 15,
1998.  The Company has adopted SOP 98-1,  which is deemed not to have a material
impact on the financial statements and related disclosures.



                                      F-17
<PAGE>



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

T.       Intangibles


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

In July 2001, the FASB also issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is effective
for fiscal years beginning  after December 15, 2001.  Certain  provisions  shall
also be applied to acquisitions  initiated subsequent to June 30, 2001. SFAS 142
supercedes APB Opinion No. 17,  "Intangible  Assets," and requires,  among other
things,   the   discontinuance   of   amortization   related  to  goodwill   and
indefinite-lived  intangible  assets.  These  assets  will then be subject to an
impairment test at least annually. In addition, the standard includes provisions
upon  adoption  for  the   reclassification   of  certain  existing   recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles  and  reclassification  of  certain  intangibles  out of  previously
reported goodwill.

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


U.       Long-lived Assets

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

In the fall of 2000,  the  technology  driven  NASDAQ Stock Market began a steep
decline in stock prices, particularly in the Internet and e-commerce sectors. In
early 2001,  management  of the Company  determined  that the downturn was other
than temporary.

Accordingly,  the Company  determined a SFAS 121  triggering  event had occurred
related to certain of the  intangible  assets.  Based on  analyses  prepared  by
management  related  to  these  tangible  and  intangible  assets,  the  Company
determined  that certain  assets had been  impaired.  These  assets,  which were
primarily allocated goodwill,  were written down to their fair value. During the
years


                                      F-18
<PAGE>

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

U.       Long-lived Assets (continued)

ended June 30, 2001, the Company  wrote-off  $3,083,817 of impaired  intangibles
and  investments   related  to  acquisitions  made  in  the  Internet  industry.
Management  is  continuing  to  monitor  the value of such  assets  and may have
additional such impairment charges.


V.       Stock Based Compensation

The Company accounts for its stock based  compensation  plan based on accounting
Principles  Board  ("APB")  Opinion  No.  25. In  October  1995,  the  Financial
Accounting  Standards  Board  issued SFAS No. 123,  Accounting  for  Stock-Based
Compensation.  The  Company has  determined  that it will not change to the fair
value  method and will  continue to use APB Opinion No. 25 for  measurement  and
recognition  of any expense  related to employee  stock based  transactions.  As
such, compensation expense would generally be recorded on the date of grant only
if the current market price of the underlying stock exceeds the exercise price.

In March 2000, the FASB released  Interpretation No. 44, "Accounting for Certain
Transactions  Involving  Stock  Compensation."  This  Interpretation   addresses
certain  practice  issues  related to APB Opinion No. 25. The provisions of this
Interpretation are effective July 1, 2000, and except for specific  transactions
noted in paragraphs 94-96 of this Interpretation, shall be applied prospectively
to new awards, exchanges of awards in business combinations, modifications to an
outstanding  award,  and exchanges in grantee status that occur on or after that
date. Certain events and practices covered in this Interpretation have different
application  dates, and events that occur after an application date but prior to
July 1, 2000, shall be recognized only on a prospective basis.  Accordingly,  no
adjustment  shall be made upon  initial  application  of the  Interpretation  to
financial  statements for periods prior to July 1, 2000.  Thus, any compensation
cost measured upon initial application of this Interpretation that is attributed
to  periods  prior  to July 1,  2000  shall  not be  recognized.  The  Company's
accounting policies comply with the applicable provisions of FIN No. 44.


W.       Reclassifications

Certain   reclassifications   were  made  to  the  2001  financial   statements'
presentation in order to conform to the 2001 financial statements' preparation.



                                      F-19
<PAGE>


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

The  Company  incurred  $7,200 and  $7,200 in state  taxes for each of the years
ended June 30, 2002 and 2001,  respectively.  No provision  for federal taxes in
the US has been recorded for the years ended June 30, 2002 and 2001. The Company
incurred  net  operating  losses for these  periods.  The Company  incurred  net
operating losses from its operations in Canada (discontinued by September 1998),
and accordingly no provision for Canadian income taxes is recorded.

        Income Before Income Taxes                 2002              2001
                                              -------------     -------------

United States                                 $ (1,069,906$       (4,599,190)
Canada                                                 --                --
                                              -------------     -------------
                                              $  (1,072,306)    $ (4,599,190)
                                              =============     =============

Income Tax Provision                                   2002              2001
                                              -------------     -------------

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

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

Effective Tax Rate Reconciliation                      2002              2001
                                              -------------     -------------

Federal income tax rate                             (35.00%)          (35.00%)
Change in valuation reserve                           6.35%            60.42%
Other                                               (28.57%)          (25.19%)
State and local taxes, net of
        federal tax benefit                          (0.14%)           (0.08%)
                                              -------------     -------------
                                                      0.22%             0.15%
                                              =============     =============



                                      F-20
<PAGE>


2.       Income Taxes (continued)

The following  table  summarizes the deferred tax assets and liabilities for the
years ended June 30, 2001 and 2000:
<TABLE>
<CAPTION>

Deferred Tax                                               Year Ended June 30,
Assets and Liabilities                           2002                             2001
                                     ------------------------------    ----------------------------
                                       Federal            State          Federal           State
                                     -----------      -------------    -----------      -----------
<S>                                  <C>              <C>              <C>              <C>
Deferred income tax assets:
     Net operating loss
        Carryforwards                $ 2,726,639      $   481,022      $ 2,783,972      $   488,394
     Capital loss                         16,046            4,186           23,442            6,088
     Property & equipment                 15,179            3,921           10,769            2,787
     Intangible asset
       Impairment charge               1,104,125          283,918        1,079,336          277,544
       Goodwill                           54,234           12,734             --               --
     Other reserves                       17,500            4,500           17,500            4,500
     Federal benefit for
        state taxes                       65,413             --             62,893             --
     Other                                13,193            3,402            5,796            1,500
                                     -----------      -----------      -----------      -----------

Total deferred tax assets              4,012,329          793,683        3,983,708          780,813
                                     -----------      -----------      -----------      -----------
Deferred income tax liabilities:
     Intangible assets                      --               --            (44,705)         (11,611)
     Nondeductible reserves             (185,062)         (95,528)         (91,131)         (23,702)
                                     -----------      -----------      -----------      -----------

Total deferred tax liabilities          (185,062)         (95,528)        (135,836)         (35,313)
                                     -----------      -----------      -----------      -----------

Net deferred tax assets before
     valuation allowance               3,827,267          698,155        3,847,872          745,500
Valuation allowance                   (3,827,267)        (698,155)      (3,847,872)        (745,500)
                                     -----------      -----------      -----------      -----------

Net deferred tax assets              $      --        $      --        $      --        $      --
                                     ===========      ===========      ===========      ===========
</TABLE>


Due to the uncertainty  surrounding the realization of deferred tax assets,  the
Company has recorded a valuation  allowance  against its net deferred tax asset.
The Company has loss  carryforwards of approximately  $12,828,525 and $6,414,264
from  continuing  operations,  which may be used to offset  future United States
federal and state income taxes and which begin to expire in 2019.


                                      F-21


<PAGE>


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

At June 30, 2001, short and long-term investments in marketable securities were
classified as available-for-sale as follows:
<TABLE>
<CAPTION>

                                          Gross            Gross             Gross           Estimated
                                        Amortized       Unrealized        Unrealized        Fair Value
                                          Cost             Gain              Loss
                                      --------------    ------------     --------------    --------------
<S>                                   <C>               <C>              <C>               <C>
Equity securities - public            $   10,000$       $    --          $ (10,000)        $       --
                                      --------------    ------------     --------------    --------------
Total short-term investments               10,000            --            (10,000)                --

Corporate equity securities,
privately-held                            204,331            --               --                 204,331
                                      --------------    ------------     --------------    --------------
Total                                 $   214,331       $    --          $ (10,000)        $     204,331
                                      ==============    ============     ==============    ==============
</TABLE>





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

                                          Gross            Gross             Gross           Estimated
                                        Amortized       Unrealized        Unrealized        Fair Value
                                          Cost             Gain              Loss
                                      --------------    ------------     --------------    --------------
<S>                                       <C>                               <C>                    <C>
Equity securities - public            $   10,298$       $   --           $  (8,400)        $       1,898
                                      --------------    ------------     --------------    --------------
Total short-term investments               10,298           --              (8,400)                1,898


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

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


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


                                      F-22
<PAGE>



3.       Investments (continued)
         -----------------------

On April 26, 2000, eCal  Corporation,  an unrelated  entity,  ("eCal")  acquired
iPing, Inc. ("iPing").  The Company had made an early-stage investment in iPing.
The  acquisition of iPing by eCal resulted in 500,000  Series B iPing  Preferred
Stock owned by Cosmoz being converted into $375,000 (the original investment) in
cash,  plus 56,108 shares of eCal Common Stock.  Currently,  eCal is a privately
held  corporation,  and  the  value  of eCal  shares  is not  determinable,  and
accordingly, the value, if any, of any such eCal shares is not reflected herein.
The estimated fair value of corporate equity securities,  privately held, is the
value  of the  Company's  holdings  in the  Ridgewood  Capital  Investment  Fund
("Ridgewood"),  and is  based  upon  statements  received  by the  Company  from
Ridgewood.

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

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

The  Board  of  Directors  has  granted   management   the  authority  to  issue
non-statutory  stock options to employees and consultants of the Company.  As of
June 30, 2002 and 2001,  the Company has  granted  options  exercisable  for the
Company's  common stock to its employees and other  eligible  participants.  The
exercise  price varies  depending on the trading price of the  Company's  common
stock on the date of issuance among other factors.

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

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



                                      F-23
<PAGE>


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

Stock options issued as of June 30, 2002 and 2001 are summarized as follows:
<TABLE>
<CAPTION>

                                                      2002                                  2001
                                        ----------------------------------    ----------------------------------
                                                                                                    Weighted
                                                             Weighted                               average
                                          Number of           average            Number of          exercise
                                           options         exercise price         options             price
                                        ---------------    ---------------    ----------------    --------------
<S>                                             <C>        <C>                       <C>          <C>
Outstanding at beginning of year                6,583      $         45.91           13,208       $        21.60
Granted                                            --                 --                 --                 --
Exercised                                          --                 --                 --                 --
Forfeited/Cancelled                                --                 --             (6,625)               55.20
                                        ---------------                       ----------------    --------------

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

Exercisable at end of year                      6,343      $         47.37            5,977       $        48.67
                                        ===============                       ================    ==============
</TABLE>

The non-statutory stock options are for periods of three to four years. Options
to purchase 6,343 shares were vested as of June 30, 2002.

The following table summarizes information about options outstanding at June 30,
2002.

<TABLE>
<CAPTION>

                                                 Weighted             Average
                                                  Average            Remaining               Number
        Exercixe              Number          Exercise Price        Contractual        Exercisable as of
          prices            Outstanding          per Share         Life in Years         June 30, 2002
      ----------------    ----------------    ----------------    -----------------    ------------------

<S>         <C>                <C>                   <C>                 <C>                 <C>
            $35.58             5,333                 $  35.58            0.80                5,093
            $90.00             1,250                 $  90.00            1.07                1,250
                      ----------------                                                 ------------------

                               6,583                    45.91            0.85                6,343
                      ================                                                 ==================
</TABLE>

The exercise  period for the options  range from two to four years from the date
of the grant, and have various vesting requirements.



                                      F-24
<PAGE>



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

The Company  has  adopted  only the  disclosure  provisions  of SFAS No. 123. It
applies APB Opinion No. 25 and related  interpretations  in  accounting  for its
stock option plan.  Accordingly,  during the fiscal year ended June 30, 2000, no
compensation  cost has been  recognized for its stock option plan other than for
options issued to outside third parties. If the Company had elected to recognize
compensation  expense  based  upon the fair  value at the grant  date for awards
under this plan consistent with the methodology  prescribed by SFAS No. 123, the
Company's  net loss  and loss per  share  would be  increased  to the pro  forma
amounts indicated below for the years ended June 30:

<TABLE>
<CAPTION>
                                                             2002                  2001
<S>                                                    <C>                   <C>
         Net loss:
                     As reported                       $    (1,072,306)      $    (4,606,389)
                     Pro forma                         $    (1,125,949)      $    (4,624,708)

         Basic and diluted loss per common share:
                     As reported:
                                         Basic         $           (0.21)    $            (3.88)
                                         Diluted       $           (0.21)    $            (3.88)
                     Pro forma:
                                         Basic         $           (0.22)    $            (3.89)
                                         Diluted       $           (0.22)    $            (3.89)

</TABLE>

Options are granted at prices equal to the current  fair value of the  Company's
common stock at the date of grant.  The vesting period is usually related to the
length of employment or consulting  contract  period.  The Company did not issue
any options during the year ended June 30, 2002 and 2001.

The fair value of these  options  was  estimated  at the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions:  2000: dividend yield of 0%; expected volatility of 200%; risk-free
interest rate of 6.3%, and expected life of 5 years.

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  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its stock options.


                                      F-25
<PAGE>



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

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

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

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

There are no  assets  associated  with or from  discontinued  operations  on the
balance sheet.  The  liabilities  attributable  to  discontinued  operations are
identified as such on the balance sheet. There were no net sales attributable to
discontinued operations in 2002 and 2001.



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

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

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



                                      F-26
<PAGE>



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

B.       Reverse Stock Split

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

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

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

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

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

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


C.       Issuance of Common Stock

The Company  concluded  private  placement  offerings of its common stock during
2002 and 2001 and  converted  short-term  debt into  common  stock.  The Company
raised  $125,000  and  $600,000 in cash in 2002 and 2001 from these  placements,
respectively.  The Company also issued common stock to individuals and companies
in lieu of cash compensation.



                                      F-27
<PAGE>



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

C.       Issuance of Common Stock (continued)

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

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


D.       Investment Agreement

On June 26, 2000, the Company  entered into an investment  agreement with Swartz
Private Equity, LLC ("Swartz").  According to this investment agreement,  Cosmoz
may, in its sole  discretion and subject to certain  restrictions,  periodically
sell shares of its common stock to Swartz. The sale of shares is called a "put".
Under the  investment  agreement,  the Company may sell up to $20,000,000 of its
shares.  The Company may begin putting shares when the shares become registered,
in accordance  with the Securities and Exchange Act of 1933, and for three years
after.  The  investment  agreement  allows the  Company to choose to sell common
stock to  Swartz at times  that it  decides  are  advantageous.  The  investment
agreement is not a debt instrument. Any put exercised by the Company is the sale
of common stock and not a loan. The investment agreement with Swartz operated as
follows:

         o    Cosmoz is permitted to sell to Swartz up to  $20,000,000  worth of
              its common stock;

         o    The Company determines number of shares that it wishes to issue to
              Swartz, but the amount it sells is subject to volume limitations;

         o    Swartz  pays the  Company  either the  market  price of the common
              stock less 7.5 cents,  or 91% of the market  price,  whichever  is
              less;

         o    Swartz  may  either  hold the  shares,  or sell them in the public
              market;

         o    The  Company  also  issued a  warrant  to  Swartz  as part of this
              agreement;


                                      F-28
<PAGE>



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

D.       Investment Agreement (continued)

         o    Specifically, it issued warrants which are convertible into 40,000
              shares  of  common  stock.  Warrants  for  20,000  shares  bear an
              exercise  price of $22.50,  which is based upon the lowest closing
              price  for the five  days  preceding  June  26,  2000.  The  other
              warrants  for 20,000  shares  bear an  exercise  price that is the
              lower of the lowest  closing price for the 5 trading days prior to
              the effective date of this registration  statement;  or the lowest
              closing  price for the 5 trading  days prior to October 27,  2000.
              The exercise  price is subject to adjustment  every six (6) months
              and is tied to the lowest  closing price for the five trading days
              preceding the adjustment;

         o    Swartz also has the right to  additional  warrants.  Specifically,
              Swartz is  entitled  to  warrants  for 10% of the number of shares
              that the Company sells to them under this agreement. The price per
              share under these  warrants  will be 110% of the market price when
              the warrant is issued. The exercise price is subject to adjustment
              every six (6) months and is tied to the lowest  closing  price for
              the five trading days preceding the adjustment.


This  investment  agreement  with  Swartz  has  expired,  however,  there  is  a
liquidation-damages  clause.  The  Company  did not  fully  comply  with all the
provisions of this agreement. Accordingly, the Company has recorded a reserve of
$50,000 for potential liquidation damages.


                                      F-29
<PAGE>



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

E.       Warrants

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

A summary of the Company's  outstanding warrants as of June 30, 2002 and 2001 is
presented below:

<TABLE>
<CAPTION>
                                                                               Exercise
                                                            Shares              Price
                                                       -----------------    ---------------
<S>                                                     <C>          <C>
                  Outstanding at June 30, 2000                 106,667      $         36.56

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

                  Outstanding at June 30, 2001                 106,667      $         36.56

                  Cancelled                                    (66,667)               45.00

                  Issued                                       400,000                 0.25
                                                       -----------------    ---------------

                  Outstanding at June 30, 2002                 440,000      $          2.27
                                                       =================    ===============
</TABLE>


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

The estimated fair value of the warrants granted in 2002 was $0.26 per share.

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


                                      F-30
<PAGE>



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

The  warrants  issued in 2000 to Swartz have a clause  that causes the  exercise
price to be adjusted  down,  based on the quoted share price measured on certain
incremental  measurement  dates.  The warrants expire 3-5 years from the date of
grant.

As of June 30, 2002, the Company has not repriced the warrants due to the market
price of the shares  decreasing,  and Swartz has not requested that the warrants
be repriced. Swartz has the option to reprice warrants to purchase 20,000 shares
of common stock.


F.       2002 Employee and Officer Retention and Recognition Plan

In December 2001, the Board of Directors adopted the 2002 Employee and Officer
Retention 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 which can be granted under the
EORRP are 5,000,000 common shares. No receipient 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.



7.       Related Party Transactions
         --------------------------

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

A.       Asia Pacific Ventures

Asia Pacific  Ventures (APV) is a company whose  headquarters  are in Hong Kong,
and its authorized  representative was Wilfred Shaw, the current Chairman of the
Board of Directors of the Company.  Additionally,  APV is a shareholder  holding
greater  than 10% of the  outstanding  common  stock of the  Company  and  whose
current  authorized  representative is a family member of Wilfred Shaw. In 2001,
APV advanced to the company  $20,000,  and the loan has an interest  rate of 12%
per annum. In 2002, APV has loaned to the Company an additional $275,000 and the
loans have an interest rate of 12% per annum.  These notes are convertible  into
shares of the company's  common stock.  During the year ended June 30, 2002, APV
converted  $75,000 of these notes into 750,000  shares of the  company's  common
stock.  In  October  2001,  APV  purchased  250,000  shares of common  stock for
$25,000.


                                      F-31
<PAGE>



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

B.       Common Stock Issued to Related Parties

Amounts due related parties that were converted to common stock during the year
ended June 30, 2001, are as follows:
<TABLE>
<CAPTION>

                                                                 Shares                 Amount
                                                            -----------------     -------------------
<S>                                                                  <C>          <C>
           Amounts due to SharpManagement                            250,000      $         360,000
                                                            -----------------     -------------------

                                                                     250,000      $         360,000
                                                            =================     ===================
</TABLE>


Amounts due related parties that were converted to common stock during the year
ended June 30, 2002, are as follows:
<TABLE>
<CAPTION>

                                                                 Shares                 Amount
                                                            -----------------     -------------------

<S>                                                                  <C>          <C>
           Amounts due to APV                                        750,000      $          75,000
                                                            -----------------     -------------------

                                                                     750,000      $          75,000
                                                            =================     ===================
</TABLE>


C.       Wilfred Shaw

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

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

On July 31, 2001, the Company entered into a securities  purchase agreement with
Mr. Shaw,  pursuant to which Wilfred Shaw purchased  1,275,469  shares of Common
Stock for a $100,000 cash investment.

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


                                      F-32
<PAGE>



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

D.       Sharpmanagement.com, LLC

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this contract the Company is required to pay an initial  payment of $180,000 and
a payment of $15,000 per month for each month that Mr. Shaw provides services to
the Company.  The payment amount due to Mr. Shaw was reduced to $5,000 per month
effective  April 1, 2001.  This agreement is in effect until April 30, 2002. Mr.
Wilfred Shaw is a majority  owner of  SharpManagement.com.  As of June 30, 2002,
SharpManagement is due $120,000.

Effective as of January 16, 2001, the company  arranged for the satisfaction and
discharge of the amount owed to SharpManagement,  LLC for deferred  compensation
in the amount of  $360,000  owed from the  Company to  SharpManagement,  LLC. In
consideration for the satisfaction of the amount,  the Company was instructed by
SharpManagement  to issue the  corresponding  250,000  shares of Common Stock to
Corworth.


E.       Convertible Notes - Related Party

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


F.       Notes Payable to Shareholders

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




                                      F-33
<PAGE>



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

G.       Common Stock Grants to Officers

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

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



8.       Commitments and Contingencies
         -----------------------------

A.       Legal

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


B.       Operating Leases

On December 21, 2000, the Company's  principal  executive offices relocated to a
1,500 square foot facility at 199  California  Drive,  Suite 207,  Millbrae,  CA
94030.  The  Company  leases  the  facility  under an  18-month  agreement  that
terminates  on June 21,  2002,  with the option to renew for an  additional  six
months.  The  aggregate  rental rates for the entire  facility for the six-month
period  ending June 21, 2001 and the year ending June 21, 2002,  are $23,456 and
$46,911 respectively. All operations were performed at this facility.


                                      F-34
<PAGE>



8.       Commitments and Contingencies
         -----------------------------

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


                               Year Ending June 30,
                               2003                          $         47,894
                               2004                                    52,146
                               2005                                    55,728
                               2006                                     4,644
                                                             -------------------
                                                             -------------------

                                                             $        160,412
                                                             ===================


For the years  ended  June 30,  2002 and 2001,  rent  expense  was  $54,013  and
$168,042, respectively.


C.       Equipment Leases

The Company is currently in default under  non-cancelable  lease  agreements for
its  office  equipment  (e.g.,  computer  equipment).  Management  is  currently
attempting to achieve a settlement  with these vendors.  The Company has removed
the underlying  assets but maintains a reserve of $9,762 for settlement of these
liabilities.  The  Company  recorded  a loss of $9,762 as a  component  of other
expense in year ended June 30, 2001.



9.       Going Concern Uncertainties
         ---------------------------

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




                                      F-35
<PAGE>



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

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

Management raised additional capital during the year, and is currently in the
process of negotiating additional equity financing with potential investors. The
Company has raised an additional $27,000 subsequent to June 30, 2002. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



10.      Impairment  Write-Down  Recognized  as a Result of the Financial
           Condition and Operating  Results of the Company
        -----------------------------------------------------------------

During the year ended June 30, 2002, the Company recorded a goodwill  impairment
charge of $70,826, which substantially reduced all remaining goodwill associated
with  its  Internet  properties  (BuckInvestor,  MB  Technologies,   iTrack  and
StreetIQ)  of the  Company.  The Company is utilizing  these web  properties  to
demonstrate its current service offering.

During the year ended June 30, 2002, the Company recorded a goodwill write-down,
which substantially  reduced all remaining goodwill associated with its Internet
properties (BuckInvestor, MB Technologies,  iTrack and StreetIQ) of the Company.
Goodwill was determined to have been impaired  because of the current  financial
condition  of the  Company  and  the  Company's  inability  to  generate  future
operating income without  substantial sales volume  increases,  which are highly
uncertain.

Furthermore,  the  Company's  anticipated  future cash flows  indicate  that the
recoverability  of goodwill is not reasonably  assured.  Prior to December 2000,
goodwill was being  amortized using the  straight-line  method over seven years.
The  write-down  of  goodwill  and other  intangible  assets,  in the  amount of
$3,083,817, is included as a component of operating expenses.



                                      F-36
<PAGE>

11.      Registration Statement
         ----------------------

In August 2000, the Company filed a Registration Statement, Form S-1, pertaining
to the sale of 26,666,667  shares of its common stock,  of which none are issued
and outstanding, and the shares are issuable upon exercise of "put" options with
Swartz  and for  shares  issuable  under  warrants  outstanding.  The shares are
issuable upon sale or exercise of securities,  which were issued, by the Company
in private placement transactions.

On July 11, 2001,  the Company  applied to the  Securities  Exchange  Commission
("Commission")  to withdraw its Form S-1  Registration  Statement filed with the
Commission on August 24, 2000,  (file No.  333-44406).  The Form S-1 had not yet
taken effect, and was withdrawn because the information provided in the Form S-1
was out of date and no longer  accurate  given the  changes  within the  Company
since the filing of the  registration  statement.  Further,  the  decline of the
share  price  of the  Company's  common  stock  since  the  filing  of  the  S-1
Registration  Statement on August 24, 2000 rendered the  subscription  agreement
underlying the  registration  statement  unworkable.  The Company  maintains the
right to require Swartz to purchase Put Shares  automatically  terminated  under
the investment agreement on June 26, 2001.



12.      Subsequent Events
         -----------------

In  October  2002,  the  Company  filed  a  Registration  Statement,  Form  S-8,
pertaining  to the issuance of 20,000 shares of its common stock having a market
value of $5,000 in lieu of cash compensation for consulting services.



                                      F-37