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

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

(Mark One)

[X]      ANNUAL REPORT PURSUANT  SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934. For the fiscal year ended June 30, 2004

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

                         Commission files number 0-28377


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

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

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

Issuer's telephone number (650) 837-9850

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

Title of each class                 Name of each exchange on which registered

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

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

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

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

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405  Regulation  S-B is not contained  herein,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB or any amendment to this Form 10-KSB. [ ]


<PAGE>

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

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
September 9, 2004 approximated $4.9 million.

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

         Documents incorporated by reference: None

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


<PAGE>

                                     PART I

Item 1.  Description of Business

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

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

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

We facilitate the process by which clients  secure all the necessary  rights and
licenses  relating to the use of financial  data.  Clients have access to a wide
range of content  including  stock quotes,  company news,  SEC filings,  company
profiles, economic data, import/export data, interest rates, treasury summaries,
currency data, and more.

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

Technology:

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

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

                                       2
<PAGE>

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

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

The online  toolkits  control  both the  private-labeled  output and  JavaScript
content  modules  that link to the  private-labeled  page through our Studio 3.5
software  platform.  (The latest version of our online  toolkit,  Studio 3.5 was
launched on August 26, 2003 and replaced version 3.0 which was first deployed in
July 2002.) 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.

Competition:

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

Content Partnerships:

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

Customer Base:

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

      o   A.B. Watley - brokerage firm
      o   Adaptec - storage access solution provider
      o   Adobe Europe - imaging software developer
      o   Advance Internet - print and online media company
      o   Advest - financial services
      o   Bayer Corporation - health care and chemicals group
      o   Boston Globe - media company
      o   Capital Fulfillment Group - financial services marketing company
      o   Career Innovations - Life science research and human resources company
      o   Cinapsys - online investor relations firm
      o   CNET Networks, Inc. - online portal
      o   Crain Communications, Inc. - media group


                                       3
<PAGE>

      o   Earl G. Graves, Ltd. - print and online media company
      o   Entrust Capital - investment bank
      o   eMap - European publisher and media company
      o   Friedman Billings Ramsey - investment bank
      o   Granite Bank - regional bank
      o   GTC Telecom - telecommunications company
      o   Jackson State Bank - regional bank
      o   Market Wire - company news distributor
      o   Nando Media - media group
      o   Phoenix Newspapers - media group
      o   San Francisco Chronicle - online and print media company
      o   The Red Herring - print and online media company
      o   ValueRich -  high net-worth lifestyle magazine
      o   Viavid - online investor relations firm

Employees:

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

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

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

Prior to 2001,  FinancialContent was an accelerator/incubator that developed and
acquired   Internet   companies.   On  May  10,   2000,   the   Company   formed
FinancialContent   Services   in  the   State  of   Delaware   under   the  name
FinancialContent.com,  Inc. As an  accelerator/incubator,  the Company  provided
strategic  consulting,  business services and seed capital to emerging companies
that were developing  Internet web sites or web-enabling  technologies.  We also
showcased  our  portfolio  of  holdings  through a  consumer-friendly  marketing
portal.

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

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

During the year ended June 30, 2004, our most significant corporate developments
included:

      o   acquiring  the  client  contract  rights  from  CNET  Network,  Inc.'s
          ("CNET")  Private  Wire  Division,  which  added to the  number of our
          on-line and print media clients;
      o   completing a $310,000 private  placement from the sale of our Series B
          preferred convertible stock;
      o   launching Version 3.5 of our Studio software, which among other things
          enhanced granular customization over all visual and data elements;


                                       4
<PAGE>

      o   completing a $1,000,000  private placement from the sale of our Series
          C preferred convertible stock;
      o   posting a first cash flow positive quarter in our Company's eight year
          history;
      o   launching  a  new  set  of  online  financial  data  and  tools  using
          Macromedia's  Flash MX platform that we integrated into our most basic
          service; and
      o   initiating a channel  partnership  program in China and Southeast Asia
          to reach businesses that service English-speaking clientele that track
          and monitor investments in the Asian markets.

Item  2. Description of Property

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

In  December  2003,  we leased a sales  office  in New York City for an  initial
six-month term that converted into a  month-to-month  lease after June 30, 2004.
Our current rent is $900.00 per month.

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

Item  3. Legal Proceedings

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

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

On August 26, 2001, we allegedly breached the Investment Agreement  ("Investment
Agreement") we entered into with Swartz Private  Equity,  LLC ("Swartz") when we
failed  to  effect a  registration  statement  within  one year of  signing  the
Investment Agreement.  Swartz contacted us on July 28, 2003, and claimed that we
were theoretically liable to them for the following:  cash termination fee; late
registration  and use fees; and  additional  warrants  related to  anti-dilution
provisions.  In July 2003,  we began  negotiating  with  Swartz to resolve  this
matter  and we  retained  outside  counsel  to  advise us on the  legalities  of
Swartz's claims.  In April 2004, we finalized our  negotiations  with Swartz and
agreed to issue them 190,549 shares of common stock having an approximate market
value of $245,331 in full settlement of all liabilities and claims.

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

None.
                                       5
<PAGE>

                                     PART II

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

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


Fiscal Year Ending June 2003                       LOW           HIGH
                                              ============   ============
Quarter Ending September 30, 2002                      .21            .45
===========================================   ============   ============
Quarter Ending December 31, 2002                       .19           1.01
- -------------------------------------------   ------------   ------------
Quarter Ending March 31, 2003                          .30            .90
- -------------------------------------------   ------------   ------------
Quarter Ending June 30, 2003                           .27            .55
- -------------------------------------------   ------------   ------------

Fiscal Year Ending June 2004

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

As of June 30, 2004,  there were  approximately  233  shareholders of record (in
street name) of the company's Common Stock.

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

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

                                                      (a)                           (b)                           (c)
----------------------------------            --------------------------      -------------------------    -------------------------
<S>                                                   <C>                            <C>                                <C>
Equity compensation plans                             100,000                        45.91                              0
approved by security holders
----------------------------------            --------------------------      -------------------------    -------------------------
Equity compensation plans not                       5,000,000                          n/a                       2,802,319
approved by security holders
                                                    2,700,000                         1.30                         405,000
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       6
<PAGE>

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

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

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

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

During the fiscal year ended June 30, 2004, the Company issued  securities using
the exemptions available under the Securities Act of 1933 including unregistered
sales made  pursuant  to Section  4(2) of the  Securities  Act of 1933:  200,000
shares of our common  stock were  issued to an advisor  upon the  exercise  of a
warrant  at $0.25 per  share;  35,000  shares of our  Series C  preferred  stock
purchased at $0.75 per share were  converted to our common stock on a one-to-one
basis;  we issued a warrant to an advisor to purchase at $0.75 per share 350,000
shares of our common stock;  190,549 shares of common stock were issued upon the
cash-less exercise of a warrant at $0.30 per share; 100,000 shares of our common
stock were  issued to an  advisor  upon the  exercise  of a warrant at $0.30 per
share;  we issued a warrant to an advisor to purchase at $0.50 per share 100,000
shares of our common  stock;  we issued a warrant  to our  outside  director  to
purchase at $0.75 per share 382,000 shares of our common stock. Additionally, we
issued  2,164,910  shares of our newly created  Series A  convertible  preferred
stock to CNET  Networks,  Inc.,  as well as  75,000  additional  Series A shares
pursuant to the Series A shares anti-dilution  protections;  we issued 1,033,334
shares of our newly created Series B convertible  preferred  stock to accredited
investors;  we issued  1,336,334  shares of our Series C  convertible  preferred
stock to accredited  investors;  and we issued  4,00,000  shares of our Series D
preferred shares to Wilfred Shaw and Wing Yu.

During the fiscal year ended June 30, 2003, the Company issued  securities using
the exemptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933 and Regulation
S as follows:  35,000 shares of our common stock were issued for $5,740.00;  (2)
300,000  shares of our common stock were issued for  $49,200.00;  (3)  1,036,584
shares of our common stock were issued as consideration for services provided by
SharpManagement,  LLC valued at $165,000.00; and (4) we also issued a warrant to
purchase up to 100,000  shares of our common stock for a total purchase price of
$30,000.00 exercisable for one year for advisory services.

                                       7
<PAGE>

During the fiscal year ended June 30, 2002, the Company issued  securities using
the exceptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933 and Regulation
S as follows: (1) 1,275,463 shares of common stock were issued for $100,000; (2)
250,000 shares of our common stock were issued for $25,000; (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; (4) 125,000 shares of
our common stock were issued for other compensation  valued at $31,250;  and (5)
71,429 shares or our common stock were issued for consulting  services valued at
$28,572.  (6) We also issued  warrants to purchase  400,000 shares of our common
stock  for a total  purchase  price of  $100,000  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.

(Number of shares issued during fiscal year ended June 4, 2002 is adjusted for 1
for 60 reverse stock split effective November 13, 2001.)

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

We are a leading content solution  provider  specializing in the integration and
delivery of financial  data and tools into web sites,  corporate  intranets  and
print  media.  We offer a full suite of  financial  data  deployable  through an
interactive online platform.  Our flagship product,  Studio 3.5, is winning rave
reviews from our clients and industry media for the  software's  ease of use and
speed of  deployment.  We also  offer a full  suite of  complementary  services,
including  web  development  and  hosting,  that  targets  the online  media and
financial services industries.

We pride ourselves on being a pioneer in online content integration. Our mission
is to empower our clients  with the ability to  customize  and manage  their own
deployments.  With over 300  deployments  worldwide,  we are rapidly growing our
client base to include banks, brokerages, credit unions, and application service
providers,  as well as diversified  media  businesses and Fortune 500 companies.
Our revenues in our most recent  fiscal year more than doubled our revenues from
the previous  year as a result in part of our purchase of CNET  Network,  Inc.'s
Private Wire Division's client contracts.  We expect our revenues to continue to
grow as the  economy  continues  to rebound and we  continue  to  implement  our
strategic  business  plan.  Our  objective  is to be  the  industry's  preferred
integrator of financial data and tools. Elements of this strategy include:

      o   targeting  businesses in industries  that require robust online market
          analysis  tools and financial  information  on their web sites,  as we
          continue to develop content packages targeting specific industries;
      o   developing and marketing  innovative  products and services to attract
          and retain clients, including continuously developing new delivery and
          caching systems to maximize the  scalability  and  availability of the
          data delivery service; and
      o   accelerating our sales, marketing efforts,  technology development and
          gaining access to compelling  content,  applications and functionality
          through  strategic  alliances,  including  considering  mergers and/or
          acquisitions  of  businesses  that can  complement  our  products  and
          services, provide access to new markets and increase profit margins.

Results of Operations

We have  incurred net losses and negative  cash flows from  operations.  For the
year  ended  June 30,  2004,  we had a net loss from  continuing  operations  of
$1,769,704.  However, barring any unforeseen events or expenses, we believe that
the  continuing  pace of adding new  clients  and the  reduction  in stock based
compensation  will make us cash flow positive on an operational basis commencing
at the end of our second fiscal  quarter and through the remainder of our fiscal
year.
                                       8
<PAGE>

Results of Operations for the fiscal years ended June 30, 2004 and 2003

Gross Revenues increased from approximately  $422,360 in the year ended June 30,
2003 to  $985,335  in the year ended June 30,  2004,  an increase in revenues of
$562,975 or 133.3%. In the years ended June 30, 2003 and 2004, all of our income
was  from  subscription  based  fees and  customization  charges.  In  2004,  we
recognized $64,875 in non-cash revenues related to services provided in exchange
for advertising  services in a barter arrangement with several of our customers.
We had no such  barter  program in the year ended June 30,  2003.  We  recognize
income  from  FinancialContent  Service's  monthly  subscription  based fees and
customization charges upon collection. Fees received are amortized over the term
of the service  contract on a  straight-line  basis.  Fees received prior to the
delivery of service are recorded as deferred revenue.

Cost of revenues. Despite a 133.3% increase in revenues, the Company was able to
restrain the cost of revenues. Cost of revenues remained relatively unchanged at
approximately $135,018 in the year ended June 30, 2004 compared to approximately
$137,260  (a  decrease  of 1.6%)  in the  year  ended  June  30,  2003.  We have
negotiated  contracts  with our content  providers  such that we are able to add
clients without a corresponding increase in our content acquisition costs.

General and  Administrative.  General and  administrative  expenses increased to
$2,020,637  for the year ended June 30, 2004 from  $1,201,904 for the year ended
June 30,  2003,  an  increase of $818,733  (68.1%).  The primary  reason for the
increase is the use of stock based  compensation  to pay for premium  consulting
and  other  services  provided  to  the  Company,  as  well  as an  increase  in
advertising and payroll  expenses.  Advertising  expense  increased from $570 in
2003 to $82,769 in 2004,  for a net  increase  of $82,199  (14,420.9%).  Of this
increase,  $64,875 was due to non-cash barter transactions with several clients.
No such barter  transactions  took place in 2003. We anticipate  our general and
administrative  expenses  to  decrease  over the next year as we curtail  future
stock-based  compensation  to  third  parties.  In  order  to best  utilize  our
available  cash, we have used  stock-based  compensation  to obtain the services
needed to achieve our business growth  objectives.  We have used  consultants to
assist us with investment relations and strategic marketing directives. In 2004,
we  recognized  $749,000  in  expense  on  stock  options/warrants   granted  to
consultants,  which is an increase of approximately $400,000 from 2003. In 2004,
we issued  common  stock  valued at  $329,000  as  compensation  in lieu of cash
payment, which is an increase of approximately $130,000 from 2003.

Depreciation and amortization.  Depreciation and amortization expenses increased
to  approximately  $330,803 for the year ended June 30, 2004 from  approximately
$13,317 for the year ended June 30,  2003,  an increase of $317,666  (2,418.1%).
The  primary  reason for this  increase  is the  amortization  of the  contracts
purchased  from CNET  Networks,  Inc.  in July of 2003  which we have  valued at
$1,039,146.  The  contracts we purchased are being  amortized  over a three-year
period.  Amortization  expenses related to these contracts  amounted to $303,846
for the year  ended  June 30,  2004.  There was no  equivalent  expense in 2003.
Property and equipment are being  depreciated  over the estimated useful life of
the related  assets,  generally  three to seven  years  using the  straight-line
method.  Depreciation of property and equipment increased to $26,957 in the year
ended June 30, 2004, from $13,137 i the year ended June 30, 2003, an increase of
$13,820 (105.2%).

Other income (expense).  Net other income (expense) was  approximately  $173,361
for the year ended June 30, 2004 as compared to net other  (expense) of $223,157
for the year ended June 30, 2003, a decrease of $49,796 or 22.3%.  The net other
(expense)  for the year 2004 is the  result of the of  recording  an  additional
reserve of  $146,000 to account for the Swartz  matter as  discussed  at Part I,
Item 3, above,  and an increase in  interest  expense of  approximately  $25,789
(55.7%) from the prior year.  In 2003 we had  increased  the reserve by $50,000,
and the estimated  reserve by June 30, 2003 was $100,000.  We had an increase in
interest expense of approximately $26,000 from the prior year. In the year ended
June 30, 2003, we had a loss on an investment of  approximately  $107,444  which
was from our  investment in Ridgewood  Capital  Venture  Partners Fund 1 by such
amount.

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, 2004,
we  had   approximately   $11,700  of  cash,  cash  equivalents  and  short-term

                                      -9-
<PAGE>

investments,  and working  capital  deficit of  $242,794.  The  working  capital
deficit  decreased by  $1,153,108  (82.6%)  from the  previous  fiscal year as a
result of the  Company  paying  down its  liabilities  and the  writing  down of
$133,000 of liabilities  related to  discontinued  operations.  Net cash used in
operating  activities  was $794,233 for the year ended June 30, 2004 compared to
$89,640 for the year ended June 30, 2003. Net loss from operating activities for
the year ended June 30, 2004 was $1,636,226  compared to $1,156,862 for the same
period ended 2003. The increased  loss in net cash used in operating  activities
of operating losses of $704,593  (786.0%) is primarily the result of an increase
in changes in operating assets and liabilities  including  accrued  liabilities,
accrued  interest,  payroll  taxes and accounts  payable.  We had an increase in
accounts  receivable  balance due to an increase in our business volume. We used
the cash proceeds from the sale of our preferred  stock to pay our  liabilities.
We reduced accounts payable by $81,639; payroll tax liabilities by $218,102; and
accrued interest by $86,440.

For the year ended June 30,  2004,  our  investing  activities  consisted of the
following:  $175,000  in cash to CNET  Network,  Inc.,  for  purchasing  certain
contracts,  and $62,469 for purchase of new  equipment.  For the year ended June
30, 2003,  we had minimal  capital  expenditures.  The  acquisition  of the CNET
contracts were considered to be a key for our future growth.  The acquisition of
these contracts has increased our overall revenue significantly.

For the year ended June 30, 2004,  we generated  net cash  provided by financing
activities  of  $1,034,475.  For the year ended June 30, 2003,  we generated net
cash  provided by financing  activities  of $97,189.  We generated  cash for the
period ended 2004 primarily through the sale of our convertible preferred Series
B and C stock.

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

Going Concern

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

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

We have  previously  relied on equity and debt financing to fund operations from
related parties.  Consistent with our belief that by increasing our cash flow we
can improve our ability to raise additional capital, for the year ended June 30,
2004,  we  raised  $1,312,250  through  the sale of our  Series  B and  Series C
convertible  preferred  stock  as  well  as  raising  $80,000  from  individuals
exercising warrants issued by the Company.

                                      -10-
<PAGE>

Contingencies

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

Recent Accounting Pronouncements

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

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

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

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

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

                                      -11-
<PAGE>

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

Risk Factors

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

We have a limited operating history

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

We are not currently profitable

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

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

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

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

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

Dependence upon information partners

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

                                      -12-
<PAGE>

Protection of intellectual property

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

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

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

We may experience significant variability in our operating results

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

Causes of such fluctuations may include, among other factors:

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

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

Competition

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

                                      -13-
<PAGE>

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

Dependence on key personnel

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

Competition for qualified personnel

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

The Company may be unable to manage growth

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

Government regulation and legal uncertainties

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

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

                                      -14-
<PAGE>

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

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

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

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

Potential legal liabilities for distributing information

We may be subjected to claims based on negligence or other theories  relating to
the  information  we  distribute.  Similarly,  we may be subjected to claims for
defamation or copyright or trademark infringement relating to the information we
provide in our  products.  These  types of claims have been  brought,  sometimes
successfully, against online services as well as print publications in the past.

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

Interruption of our service

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

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

                                      -15-
<PAGE>

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

Risk of software failures

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

The price of our common stock is subject to wide fluctuation

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

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

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

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

We have a substantial number of shares of common stock

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


                                      -16-
<PAGE>


Ownership of our common stock is concentrated in a small group

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

Item  7.  Financial Statements

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


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

Not applicable

Item 8A.  Controls and Procedures.

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

Limitations on the Effectiveness of Internal Controls

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

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

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

                                      -17-
<PAGE>

                                    PART III

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

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

NAME                    AGE          OFFICE                              SINCE
- -------------------     ------       ---------------------------         -----
Wilfred Shaw            34           Chairman and CSO                    1996
Owen M. Naccarato       55           Director                            1999
Wing Yu                 35           Director and CEO                    2000
Dave Neville            41           President and General Counsel       2000
Gregg Fidan             28           Director and V.P. Bus. Dev.         2001

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

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

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

Gregg  Fidan  is our  Vice  President  of  Product  Development  and  one of our
directors.  He was  previously  the  founder  of  BuckInvestor,  Inc,  a leading
investment  information  portal  for  long-term  investors,  which  company  was
acquired in 1999. Prior to this, Mr. Fidan was co-founder of Adtech  Promotions,
a regional  marketing and development firm  specializing in online usability and
search engine optimization.  He has been recognized in such leading publications
as Money  Magazine,  Bloomberg,  CNBC,  Online  Investor  Magazine,  and several
national newspapers.  Mr. Fidan holds a degree in Business Administration with a
concentration  in Finance from North  Carolina  State  University.  Mr.  Fidan's
annual salary is currently $43,750.00, plus commissions.

                                      -18-
<PAGE>

Dave Neville is our President and General  Counsel.  Mr.  Neville is responsible
for the  Company's  corporate  operations  and  financing  activities.  Prior to
joining  FinancialContent,  Mr.  Neville  practiced  law in San  Francisco.  His
experience  spans the areas of corporate  governance,  tax laws, human resources
and   investor   relations.   He  has  worked   extensively   with  private  and
publicly-traded  companies in the financial  services  industry.  Mr.  Neville's
annual salary is currently $63,600.00.

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

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

To the Company's knowledge, the following officers, directors and 10% beneficial
owners failed to file on a timely basis the forms  required under Section 16(a);
Dave Neville,  3 reports;  Gregg Fidan, 4 reports,  Wing Yu, 3 reports,  Wilfred
Shaw,  4 reports,  and Mark  Dierolf,  3 reports.  These  reports  relate to the
granting of stock under the Company's  2002  Employee and Officer  Retention and
Recognition  Plan,  and the  Company's  2004 Stock  Option  Plan.  Asia  Pacific
Ventures,  2 has failed to file timely  reports  related to converting  notes to
equity. Owen Naccarato,  4 reports related to the granting of warrants.  CNET, 2
reports  related  to its  acquisition  of the  Company's  Series  A  convertible
preferred stock.

Item 10.  Executive Compensation

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

                                      -19-
<PAGE>

<TABLE>
<CAPTION>

                           Summary Compensation Table

Summary Compensation Table
Executive  Compensation:

- ---------------------------------------------------------------------------------------------------------------------
Annual Compensation                                                       Long-term Compensation
                                                                          Awards                     Payouts
- ------------------------------------------- ----------------------------- -------------------------- ----------------
                                                                                                                 All
Name and principal    Year     Salary       Bonus      Other annual       Restricted      SARs       LTIP       other
position                                               compensation       stock awards               payouts    comp.
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------  -----
<S>                   <C>      <C>          <C>        <C>                <C>             <C>        <C>        <C>
Wing Yu, CEO          2004     $87,000      $500       $1,040,000(1)      0(2)            0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------  -----
Wing Yu, CEO          2003     $72,000      0          0                  $103,506(3)     0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Wing Yu, COO/CEO      2002     $72,000      0          0                  0               0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Gurkan Fidan, VP      2004     $52,300      $500       $480,000(1)        0(2)            0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Gurkan Fidan, VP      2003     $47,700      0          0                  0               0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Gurkan Fidan, VP      2002     $8,000       0          0                  $62,461(3)      0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Wilfred Shaw, CSO     2004     0            0          0                  0               0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Wilfred Shaw, CSO     2003     $165,000(4)  0          0                  0               0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Wilfred Shaw, CEO/CSO 2002     $3,600       0          0                  $232,212(3)     0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Dave Neville, Pres/GC 2004     $68,400      $500       $480,000(1)        0(2)            0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Dave Neville, GC      2003     $63,600      0          0                  0               0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
Dave Neville, GC      2002     $72,000      0          0                  $38,902(3)      0          0          0
- --------------------- -------- ------------ ---------- ------------------ --------------- ---------- ---------- -----
</TABLE>

(1)(2) Shares issued  pursuant to 2004 Stock Option Plan ("Plan").  Values based
on value of Company's common stock on June 30, 2004 of $1.60,  without reduction
for $1.30 exercise price.  Shares issued under Plan are categorized under one of
four vesting  schedules;  in equal amounts  quarterly over the next 12 quarters;
upon reaching certain corporate milestones;  upon the discretion of the board of
directors;  and upon listing on a senior exchange. Upon vesting, shares shall be
listed under LTIP payouts  column  pursuant to paragraph  (b)(2)(iv)(A)  of Item
402. Upon approval of 2004 Stock Option Plan by the Company's shareholders, said
shares shall be registered shares under Form S-8.
(3)  Based on stock  valuation  of $0.25  on date of grant  under  Employee  and
Officer  Retention and Recognition Plan. (4) Paid in stock for services provided
from January 1, 2001 though March 31, 2003.

                                      -20-
<PAGE>

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

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

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

Gregg Fidan:  Mr. Fidan joined the Company during the fiscal year ended June 30,
1999 upon our acquisition of  Monsterquote.com.  He initially earned a salary of
$100,000  per year.  During the fiscal year ended June 30,  2000,  he became the
president of FinancialContent  Services and paid $1,000 per month. In the fiscal
year ended June 30, 2001,  and after  selling his  interest in  FinancialContent
Services to the Company,  he began  receiving a salary of  $43,750.00  annually,
plus commissions.

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

Compensation of Directors:

Except as set forth below,  directors receive no remuneration for their services
as directors at this time. In March 2002, we issued a warrant to Owen  Naccarato
to purchase  200,000  shares of common  stock at an exercise  price of $0.25 per
share.  This  warrant  expired by its own terms in May 2004.  In June 2004,  the
Company  issued a new two year  warrant to Mr.  Naccarato  to  purchase  380,000
shares of our  common  stock at $0.75 per  share.  The  Company  has  adopted no
retirement, pension, profit sharing or other similar programs.

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

The following  table sets forth  certain  information  regarding the  beneficial
ownership of the Company's Common Stock as of June 30, 2004 based on information
available  to the  Company by (i) each person who is known by the Company to own
more than 5% of the  outstanding  Common Stock based upon reports  filed by such
persons with the Securities and Exchange Commission or as reflected on the books
and records of the Company's  stock transfer  agent;  (ii) each of the Company's
directors; (iii) each of the Named Executive Officers; and (iv) all officers and
directors of the Company as a group.


                                      -21-
<PAGE>


Title of Class    Name and Address           Shares Beneficially  Percent (2)(3)
of Class (1)                                 Owned (1)
--------------------------------------------------------------------------------
Class A Common    Wing Yu                             426,942             3.57%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Wilfred Shaw(4)                   2,229,765            18.62%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Asian Pacific Ventures            1,066,667             8.91%
                  Suite 13, 16th Floor
                  Kinwick Center,
                  32 Hollywood Road
                  Central Hong Kong, H.K.
--------------------------------------------------------------------------------
Class A Common    Times Square Int'l Limited          518,292             4.33%
                  145 Traders Blvd, E., #40
                  Mississauga, Ontario
                  Canada L4Z 3L3
--------------------------------------------------------------------------------
Class A Common    Tupelo Investments Limited        518,292               4.33%
                  P.O. Box 107 Oceanic House
                  Grand Turk
                  Turk & Caicos Islands
--------------------------------------------------------------------------------
Class A Common    Gregg Fidan                          838,557            7.00%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common    Dave Neville                     155,609                1.30%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common(5) Owen Naccarato                       380,000            3.17%
                  77 Eagle Creek
                  Irvine, CA 92618
--------------------------------------------------------------------------------
Class A Common    Mark Dierolf                         553,675            4.62%
                  400 Oyster Point Blvd.
                  Suite 435
                  So. San Francisco, CA 94080
--------------------------------------------------------------------------------
Class A Common (6)CNET Networks, Inc.                2,239,910           19.46%
                  235 Second Street
                  San Francisco, CA 94105
--------------------------------------------------------------------------------
Class A Common    Officers and Directors             4,584,558(4)        38.28%
                  as a Group ( persons)
--------------------------------------------------------------------------------

(1) A person is  deemed to be the  beneficial  owner of  securities  that can be
acquired by such person  within 60 days from the date of this annual report upon
the  exercise of options or  warrants,  or the  conversion  of on the  Company's
series of  convertible  preferred  stock.  Each  beneficial  owner's  percentage
ownership is  determined  by assuming  that  options or warrants or  convertible
preferred stock that are held by such person and which are exercisable within 60

                                      -22-
<PAGE>

days of the date of this annual  report have been  exercised.  Unless  otherwise
indicated,  we  believe  that all  persons  named in the table have or will have
voting  and  investment  power  with  respect  to all  shares  of  common  stock
beneficially owned by them.
(2) These percentages are based upon 11,975,822 calculated as follows: 9,355,912
shares of our common stock  outstanding as of June 30, 2004, plus 380,000 shares
issuable upon the exercise of the warrant  issued to Owen Naccarato as described
in footnote 4, below,  and plus 2,239,910 shares issuable upon the conversion of
the  convertible  preferred  shares held by CNET Networks,  Inc. as described in
footnote 5, below.  (3) Does not include the  4,000,000  shares of the Company's
Series D  preferred  stock  issued to Wilfred  Shaw and Wing Yu.  Each holder of
Series D Preferred  Stock  shall be  entitled  to vote on all  matters  that the
holders of Common Stock vote upon.  The holders of the Series D Preferred  Stock
and Common Stock shall vote together as a single class on all such matters.  The
holders of the Series D Preferred Shares shall be entitled to 10 votes of Common
Stock for each share of Series D Preferred Stock voted.
(4) Does not  include  shares  beneficially  owned by Asia  Pacific  Venture,  a
related party to Wilfred Shaw.  (5)  Represents a warrant to purchase  shares of
our common  stock at $0.75 per share.  (6)  Represents  2,239,910  shares of our
Series a convertible  preferred  stock held by CNET Networks,  Inc. which shares
are convertible upon the election of the holder on a one to one basis.

Item  12. Certain Relationships and Related Transactions.

A.    Asia Pacific Ventures

Asia Pacific Ventures ("APV") is a company whose  headquarters are in Hong Kong,
and its authorized  representative  is Wilfred Shaw, the current Chairman of the
Board of Directors of the Company.  Additionally,  APV is a shareholder  holding
greater than 10% of the outstanding common stock of the Company on a non-diluted
basis.  Over the course of the fiscal  years ended June 30,  2002 and 2003,  APV
loaned the Company  $317,567,  inclusive  of accrued  interest  through June 30,
2003,  which  accrued at 12% per annum.  In the course of the fiscal  year ended
June 30, 2004, this note was repaid in full.

Additionally,  the Company executed a Standby Loan Commitment  Agreement on July
17, 2003,  whereby in exchange  for a fee of 5% of the  commitment  amount,  APV
agreed to provide the Company with a line of credit of $1,000,000  for up to one
year. On July 17, 2003, the Company  borrowed  $200,000 and on September 2, 2003
borrowed  an  additional  $22,000,  pursuant  to the terms of the  Standby  Loan
Commitment Agreement. In the course of the fiscal year ended June 30, 2004, both
of these loans were repaid in full.

B. SharpManagement, LLC.

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

Item  13.  Exhibits and Reports on Form 8-K

Exhibits

      (2)     (2) 2.1. Agreement and Plan of Reorganization  between Cosmoz.com,
              Inc.  and Ivory  Acquisition  Corporation  dated  January 5, 2000.
              Certificate  of Ownership  and Merger  Merging  Ivory  Acquisition
              Corporation into Cosmoz.com,  Inc. (Previously filed as an exhibit
              to The Company's  Form 8-K/A,  file no.:  000-28377,  on March 10,
              2000, and incorporated herein by reference.)
                                       -23-
<PAGE>

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

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

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

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

      (4)     4.1  Certificate  of  Designation,   Series  A  Preferred   Stock.
              (Previously filed as an exhibit to the Company's Form 10-KSB, file
              no.: 000- 28377, on October 14, 2003, and  incorporated  herein by
              reference.)

              4.2  Certificate  of  Designation,   Series  B  Preferred   Stock.
              (Previously filed as an exhibit to the Company's Form 10-KSB, file
              no.:  000-28377,  on October 14, 2003, and incorporated  herein by
              reference.) .

              4.3  Certificate  of  Designation,   Series  C  Preferred   Stock.
              (Previously  filed as an exhibit  to the  Company's  Form  10-QSB,
              files no. 000-28377, on November 14, 2003, and incorporated herein
              by reference).

              4.4  Certificate  of  Designation,   Series  D  Preferred   Stock.
              (Previously  filed as an exhibit  to the  Company's  Form  10-QSB,
              files no. 000-28377, on February 17, 2004, and incorporated herein
              by reference.)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       25
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       26
<PAGE>
              10.30.  2003 Consultant and Advisor  Services Plan dated April 24,
              2003.  (Previously  filed as an exhibit to the Company's Form S-8,
              file no. 000-28377,  on April 28, 2003, and incorporated herein by
              reference.)

              10.31  Advisors  Agreement  dated June 1, 2003 between the Company
              and Jared Kopf.  (Previously  filed as an exhibit to the Company's
              Form  10-KSB,  file  no.  000-28377,  on  October  14,  2003,  and
              incorporated herein by reference.)

              10.32  Standby  Loan  Commitment  dated July 15, 2003  between the
              Company and Asia Pacific Ventures. (Previously filed as an exhibit
              to the Company's Form 10-KSB,  file no. 000-28377,  on October 14,
              2003, and incorporated herein by reference.)

              10.33  Promissory Note dated July 15, 2003 between the Company and
              Asia  Pacific  Ventures.  (Previously  filed as an  exhibit to the
              Company's Form 10-KSB,  file no.  000-28377,  on October 14, 2003,
              and incorporated herein by reference.)

              10.34  Asset  Purchase  Agreement  between  the  Company  and CNET
              Networks, Inc. date July 18, 2003. (Previously filed as an exhibit
              to the Company's Form 10-KSB,  file no. 000-28377,  on October 14,
              2003, and incorporated herein by reference.)

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

              10.36  Promissory Note dated September 2, 2003 between the Company
              and Asia Pacific Ventures.  (Previously filed as an exhibit to the
              Company's Form 10-KSB,  file no.  000-28377,  on October 14, 2003,
              and incorporated herein by reference.)

              10.37 Offer of  Employment  dated January 1, 2004 from the Company
              to Wing Yu, attached hereto.

              10.38 2004 FinancialContent, Inc. Employee Stock Option Plan dated
              April 1, 2004, attached hereto.

              10.39  Form of  Warrant  Issued to Owen  Naccarato  dated June 30,
              2004, attached hereto.

 (14)         14.1  Code of Ethics, attached, hereto.

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

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

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

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

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

                                       27
<PAGE>

(b) Reports on Form 8-K: None

Item 14.  Principal Accountant Fees and Services.

Audit Fees:  The aggregate fees billed for each of the last two fiscal years for
services  rendered  by our  principal  accountant  for the  audit of our  annual
financial  statements  and review of financial  statements  included in our form
10QSB's  for the fiscal  years  ended  June 30,  2004 and 2003 are  $43,143  and
$47,647, respectively.

Audit Related Fees: None

Tax Fees:  None

All Other Fees: None


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

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

                      FinancialContent, Inc.


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

                      Dated: March 23, 2006

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



/s/ Wing Yu                                        March 23, 2006
-------------------------------------
    Wing Yu,
    Chief Executive Officer


/s/ Wilfred Shaw                                   March 23, 2006
-------------------------------------
    Wilfred Shaw,
    Chief Strategy Officer



/s/ Dave Neville                                   March 23, 2006
-------------------------------------
    Dave Neville,
    Chief Financial Officer




                                       28
<PAGE>







                             FINANCIALCONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003













<PAGE>


                             FINANCIALCONTENT, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

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

                             JUNE 30, 2004 AND 2003





<TABLE>
<CAPTION>
                                 C O N T E N T S



<S>                                                                                   <C>
         Independent Auditors' Report................................................F-1

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

         Consolidated Statements of Operations and Comprehensive Income..........F-4 - F-5

         Consolidated Statements of Changes in Shareholders' Equity..............F-6 - F-9

         Consolidated Statements of Cash Flows...................................F-10 - F-11

         Notes to Consolidated Financial Statements..............................F-12 - F-33
</TABLE>




<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
FinancialContent, Inc.


We   have   audited   the   accompanying    consolidated   balance   sheets   of
FinancialContent,  Inc., a Delaware  Corporation,  as of June 30, 2004 and 2003,
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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of  FinancialContent,  Inc. as of
June 30, 2004 and 2003, 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, 2004 and 2003, 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 9. In the event
additional  funds  are  raised,  continuation  of  the  business  thereafter  is
dependent upon the ability of the Company to achieve  sufficient  cash flow. The
accompanying financial statements do not include any adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

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

/s/ Pohl, McNabola, Berg & Company, LLP
------------------------------------------
Pohl, McNabola, Berg & Company, LLP
San Francisco, California
September 14, 2004 (except Note 2 and  Note 7 - "Beneficial Conversion Feature",
which are March 23, 2006)

                                     - F-1 -

<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
                           CONSOLIDATED BALANCE SHEETS
                          AS OF JUNE 30, 2004 AND 2003



                                   ASSETS
                                   ------                                  June 30,      June 30,
                                                                            2004           2003
                                                                         ----------    ----------
Current Assets:
<S>                                                                          <C>            <C>
     Cash and cash equivalents                                               11,100         8,327
     Short-term investments in marketable securities                            600           320
     Accounts receivable - trade (net of reserve for doubtful accounts
        of $13,972 and $0, respectively)                                     83,252         2,591
     Prepaid expenses                                                         7,381           551
     Deposits                                                                 8,545         6,945
                                                                         ----------    ----------

        Total Current Assets                                                110,878        18,734
                                                                         ----------    ----------

Property and Equipment :
     Office furniture                                                        12,112        12,112
     Equipment                                                              149,409        87,938
     Software                                                                   998          --
                                                                         ----------    ----------

        Property and Equipment, cost                                        162,519       100,050

     Accumulated depreciation                                              (102,743)      (75,786)
                                                                         ----------    ----------

        Property and Equipment, net                                          59,776        24,264
                                                                         ----------    ----------

Other Assets:
     Long-term investments                                                    4,952        14,922
     Purchased contracts - CNET (net of amortization
        of $303,846 and $0, respectively)                                   735,300          --
     Intangible assets, net                                                    --           3,000
                                                                         ----------    ----------

        Total Other Assets                                                  740,252        17,922
                                                                         ----------    ----------

           Total Assets                                                     910,906        60,920
                                                                         ==========    ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                   (continued)


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

                             FINANCIALCONTENT, INC.
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                          AS OF JUNE 30, 2004 AND 2003



                     LIABILITIES AND STOCKHOLDERS' EQUITY                         June 30,
                   ------------------------------------                ----------------------------
                                                                           2004            2003
Current Liabilities:                                                   ------------    ------------

<S>                                                                    <C>             <C>
     Accounts payable                                                  $    101,017    $    182,655
     Management fees due to related party                                    36,184          15,000
     Payroll and taxes payable                                                   13         218,115
     Income taxes payable                                                     1,600           4,800
     Accrued interest                                                          --            86,440
     Other accrued expenses                                                  45,660         134,591
     Deferred revenue                                                        29,606          16,185
     Note payable - related parties                                           8,234         342,358
     Reserve for termination of investment agreement                           --           100,000
     Liabilities of discontinued operations                                 117,509         314,492
     Dividend Payable                                                        13,849            --
                                                                       ------------    ------------

        Total Current Liabilities                                           353,672       1,414,636
                                                                       ------------    ------------

Stockholders' Equity:
     Preferred stock, 200,000,000 shares authorized
        Preferred stock Series A, $0.001 par value; 2,239,910 shares
           issued and outstanding                                             2,240            --
        Preferred stock Series B, $0.001 par value; 1,033,334 shares
           issued and outstanding                                             1,033            --
        Preferred stock Series C, $0.001 par value; 1,301,334 shares
           issued and outstanding                                             1,301            --
        Preferred stock Series D, $0.001 par value; 4,000,000 shares
           issued and outstanding                                             4,000            --
     Common stock, $0.001 par value; 900,000,000 shares authorized;
        9,455,192 and 8,659,643 issued and outstanding, respectively          9,455           8,660
     Additional paid-in-capital                                          22,085,359      15,779,993
     Accumulated other comprehensive loss                                   (67,999)        (68,279)
     Accumulated deficit                                                (21,478,155)    (17,074,090)
                                                                       ------------    ------------

        Total Stockholders' Equity                                          557,234      (1,353,716)
                                                                       ------------    ------------


           Total Liabilities and Stockholders' Equity                  $    910,906    $     60,920
                                                                       ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                     - F-3 -
<PAGE>

<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003


                                                                             2004         2003
                                                                        -----------    -----------
Revenues:
<S>                                                                     <C>            <C>
      Net revenues                                                      $   920,460    $   422,360
      Barter revenues (non-cash)                                             64,875           --
      Costs of revenues (depreciation is excluded
        from cost of sales)                                                (135,018)      (137,260)

Operating Expenses:
      Business development                                                    7,673          1,364
      General and administrative                                          2,020,637      1,201,904
      Amortization and depreciation                                         330,803         13,137
      Advertising expense - barter                                           64,875           --
      Bad debt                                                               21,072           --
                                                                        -----------    -----------
         Total Operating Expenses                                         2,445,060      1,216,405
                                                                        -----------    -----------

         Loss from Operations                                            (1,594,743)      (931,305)
                                                                        -----------    -----------

Other Income (Expense):
      Interest income                                                          --              153
      Loss on investment                                                     (9,465)      (107,444)
      Investment management expenses                                           --          (20,718)
      Loss on termination of investment agreement                          (146,000)       (50,000)
      Other income                                                           54,165          1,124
      Interest expense                                                      (72,061)       (46,272)
                                                                        -----------    -----------

         Total Other Income(Expense)                                       (173,361)      (223,157)
                                                                        -----------    -----------

      Net loss before taxes                                              (1,768,104)    (1,154,462)

         Provision for income tax                                            (1,600)        (2,400)
                                                                        -----------    -----------

      Net loss from continuing operations                                (1,769,704)    (1,156,862)
                                                                        -----------    -----------
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                   (continued)

                                     - F-4 -
<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

                                                                              2004           2003
                                                                          -----------    -----------
<S>                                                                        <C>            <C>
      Net loss from continuing operations                                  (1,794,704)    (1,156,862)
                                                                          -----------    -----------

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

      Net loss                                                             (1,636,226)    (1,156,862)

          Deemed dividend from beneficial conversion feature
             of convertible preferred stock                                 2,730,339           --
          Preferred stock dividend                                            (37,500)          --
                                                                          -----------    -----------

             Net loss attributable to common stockholders                 $(4,404,065)   $(1,156,862)
                                                                          -----------    -----------

Other comprehensive income
      Unrealized gain/loss on securities                                          280           --
                                                                          -----------     ----------
Comprehensive loss                                                         (4,403,785)    (1,156,862)
                                                                          ===========     ==========


Net loss per share from continuing operations (basic and diluted)               (0.21)   $     (0.16)
Net earnings per share from discontinued operations (basic and diluted)   $      0.02    $      --
Net loss per share from deemed dividend (basic and diluted)                     (0.31)          --
Net loss per share from cash dividend (basic and diluted)                       (0.00)          --
                                                                          -----------    -----------
Total loss per share (basic and diluted)                                  $     (0.50)   $     (0.16)
                                                                          ===========    ===========

Shares used in per share calculation (basic and diluted)                    8,895,084      7,185,840
                                                                          ===========    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                     - F-5 -
<PAGE>
<TABLE>
<CAPTION>
                             FinancialContent, Inc.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003


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

<S>                                             <C>           <C>          <C>          <C>
Balance, June 30, 2002                                 --     $     --           --     $     --
                                                ===========   ==========   ==========   ==========

        Comprehensive income (loss):
        Net loss from operations during the
        period                                         --           --           --           --
        Net unrealized gain (loss) on
        securities, net                                --           --           --           --
        Compensation expense on stock grants           --           --           --           --
        Proceeds from sale of common stock             --           --           --           --
        Conversion of debt into common stock           --           --           --           --
        Issuance of common stock for services          --           --           --           --
                                                -----------   ----------   ----------   ----------

Balance, June 30, 2003                                 --     $     --           --     $     --
                                                ===========   ==========   ==========   ==========

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

Balance, June 30, 2004 as originally reported     2,239,910        2,240    1,033,334        1,033
                                                -----------   ----------   ----------   ----------

     Restatement adjustment:
        Deemed dividend - beneficial
          conversion feature
          of convertible preferred stock               --           --           --           --
                                                -----------   ----------   ----------   ----------

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

                                                                                       (continued)
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                     - F-6 -
<TABLE>
<CAPTION>
                             FinancialContent, Inc.
                 Consolidated Statements of Shareholders' Equity
                   For the Years Ended June 30, 2004 and 2003


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

<S>                                             <C>           <C>           <C>          <C>
Balance, June 30, 2002                                --      $     --            --     $     --
                                                ==========    ==========    ==========   ==========

        Comprehensive income (loss):
        Net loss from operations during the
        period                                        --            --            --           --
        Net unrealized gain (loss) on
        securities, net                               --            --            --           --
        Compensation expense on stock grants          --            --            --           --
        Proceeds from sale of common stock            --            --            --           --
        Conversion of debt into common stock          --            --            --           --
        Issuance of common stock for services         --            --            --           --
                                                ----------    ----------    ----------   ----------

Balance, June 30, 2003                                --      $     --            --     $     --
                                                ==========    ==========    ==========   ==========

        Comprehensive income (loss):
        Net loss from operations during the
        period                                        --            --            --           --
        Net unrealized gain (loss) on
        securities, net                               --            --            --           --
        Compensation expense on stock grants          --            --       4,000,000        4,000
        Compensation expense on warrants
        issued                                        --            --            --           --
        Acquisition of CNET contracts                 --            --            --           --
        Proceeds from sale of stock              1,336,334         1,336          --           --
        Termination of investment agreement           --            --            --           --
        Conversion of Preferred Stock into
        Common Stock                               (35,000)          (35)         --           --
        Dividends                                     --            --            --           --
        Exercise of warrants                          --            --            --           --
        Issuance of common stock for services         --            --            --           --
                                                ----------    ----------    ----------   ----------

Balance, June 30, 2004 as originally reported    1,301,334         1,301     4,000,000        4,000
                                                ----------    ----------    ----------   ----------

     Restatement adjustment:
        Deemed dividend - beneficial
          conversion feature
          of convertible preferred stock              --            --            --           --
                                                ----------    ----------    ----------   ----------

Restated balance, June 30, 2004                  1,301,334    $    1,301     4,000,000   $    4,000
                                                ==========    ==========    ==========   ==========
</TABLE>
    The accompanying notes are an integral part of these financial statements

                                    - F-7 -

<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003



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


<S>                                                  <C>         <C>            <C>            <C>
Balance, June 30, 2002                               6,753,059   $      6,753   $   (302,266)  $ 15,363,210
                                                  ============   ============   ============   ============

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

Balance, June 30, 2003                               8,659,643   $      8,660   $       --     $ 15,779,993
                                                  ============   ============   ============   ============

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

Balance, June 30, 2004 as originally reported        9,455,192          9,455           --       19,355,020
                                                  ------------   ------------   ------------   ------------

     Restatement adjustment:
        Deemed dividend - beneficial conversion
       feature
          of convertible preferred stock                  --             --             --        2,730,339
                                                  ------------   ------------   ------------   ------------

Restated balance, June 30, 2004                      9,455,192   $      9,455   $       --     $ 22,085,359
                                                  ============   ============   ============   ============

                                                                                            (continued)
</TABLE>

    The accompanying notes are an integral part of these financial statements
                                      - F-8 -



<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

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


<S>                                               <C>             <C>             <C>             <C>
Balance, June 30, 2002                            $    (66,999)   $(15,917,228)   $   (916,530)   $ (1,121,763)
                                                  ============    ============    ============    ============

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

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

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

Balance, June 30, 2004 as originally reported          (67,999)    (18,747,816)        557,234      (2,831,588)
                                                  ------------    ------------    ------------    ------------

     Restatement adjustment:
        Deemed dividend - beneficial conversion
       feature
          of convertible preferred stock                  --        (2,730,339)           --        (2,730,339)
                                                  ------------    ------------    ------------    ------------

Restated balance, June 30, 2004                   $    (67,999)   $(21,478,155)   $    557,234    $ (5,561,927)
                                                  ============    ============    ============    ============
</TABLE>

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

                                      - F-9 -

<PAGE>

<TABLE>
<CAPTION>
                             FINANCIALCONTENT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

                                                                            2004            2003
                                                                         -----------    -----------
Operating Activities:
<S>                                                                      <C>            <C>
     Net Loss                                                            $(1,636,226)   $(1,156,862)

Adjustments to reconcile  net (loss) to net cash provided by (used in)
   operating activities:
        Compensation expense on warrants granted                             749,000        302,266
        Amortization and depreciation                                        330,803         13,137
        Investment expenses                                                     --           20,718
        Loss on investments                                                    9,465        107,444
        Allowance for bad debts                                               13,972           --
        Loss on termination of investment agreement                          146,000           --
        Change in liabilities of discontinued operations                     (60,000)
        Issuance of common stock for services                                329,000        198,750
        Reserve for settlement of investment agreement                          --           50,000
        Reserve for settlement of litigation                                  25,000           --
        Gain from extinguishment of discontinued operations                 (133,478)          --
        Other                                                                  4,002           --

Changes in operating assets and liabilities:
     Accounts receivable - trade                                             (94,633)         3,049
     Deposits                                                                 (1,600)         6,919
     Prepaid expenses                                                         (6,830)         5,304
     Income tax payable                                                       (3,200)         2,400
     Accounts payable                                                        (81,639)        34,149
     Management fees due to related party                                     21,184         60,000
     Payroll and taxes payable                                              (218,102)       129,025
     Deferred revenue                                                         13,421         11,270
     Accrued interest                                                        (86,440)        47,413
     Accrued liabilities and expenses                                        (88,932)        75,378
                                                                         -----------    -----------

        Net cash used in operating activities                               (794,233)       (89,640)
                                                                         -----------    -----------

Investing activities:
     Purchase of property and equipment                                      (62,469)        (3,681)
     Purchase of CNET contracts                                             (175,000)          --
     Sale of marketable securities                                              --              297
                                                                         -----------    -----------

        Net cash provided by investing activities                           (237,469)        (3,384)
                                                                         -----------    -----------
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                   (continued)

                                     - F-10 -
<PAGE>
<TABLE>
<CAPTION>

                             FINANCIALCONTENT, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2004 AND 2003

                                                                        2004           2003
                                                                     -----------    -----------
<S>                                                                  <C>                 <C>
Financing activities:
     Proceeds from sale of common stock                                     --           54,940
     Proceeds from exercise of warrants                                   80,000           --
     Proceeds from sale of Preferred Stock - Series B                    310,000           --
     Proceeds from sale of Preferred Stock - Series C                  1,002,250           --
     Proceeds notes payable - related party                              264,524         47,249
     Payments on amounts due to related parties                         (548,648)        (5,000)
     Payments on advances from shareholders                              (50,000)          --
     Payment of Preferred Stock dividend                                 (23,651)          --
                                                                     -----------    -----------

        Net cash provided by financing activities                      1,034,475         97,189
                                                                     -----------    -----------

        Increase (Decrease) in cash and cash equivalents                   2,773          4,165

Cash and cash equivalents, beginning of period                             8,327          4,162
                                                                     -----------    -----------


Cash and cash equivalents, end of period                             $    11,100    $     8,327
                                                                     ===========    ===========


Supplemental disclosures of cash flow information:
     Cash paid during the period for

        Interest                                                     $   148,882    $      --
                                                                     ===========    ===========

        Taxes                                                        $     5,600    $      --
                                                                     ===========    ===========

        Conversion of payable into preferred stock - Series D        $     4,000    $      --
                                                                     ===========    ===========

        Issuance of common stock for services                        $   329,000    $   198,750
                                                                     ===========    ===========

        Issuance of common stock for conversion of debt              $      --      $   165,000
                                                                     ===========    ===========

        Issuance of preferred stock for contracts                    $   864,146    $      --
                                                                     ===========    ===========

        Common stock issued for settlement of investment agreement   $   246,000    $      --
                                                                     ===========    ===========
        Barter transactions for advertising                          $    64,875    $      --
                                                                     ===========    ===========
        Deemed dividend on beneficial conversion
           feature of convertible preferred stock                    $ 2,730,339    $      --
                                                                     ===========    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                     - F-11 -
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


1.       Summary of Significant Accounting Policies

A.       General Description of Business

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

Through its wholly-owned  subsidiaries,  the Company provides  financial-related
services:

o        FinancialContent   Services,  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.


B.       Basis of Presentation and Organization

These  consolidated  financial  statements  represent the financial  activity of
FinancialContent,  Inc.,  a  publicly  traded  company  listed and traded on the
NASDAQ Over the Counter  Bulletin Board ("OTCBB").  The  consolidated  financial
statements  for the years  ended June 30, 2004 and 2003,  have been  prepared in
accordance  with generally  accepted  accounting  principles.  The  consolidated
financial  statements include the accounts of the Company and its majority-owned
subsidiaries.  All intercompany transactions have been eliminated. The Company's
fiscal year ends on June 30 each year.


C.       History

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


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

For purposes of cash flows, the Company considers all highly liquid  investments
purchased with a maturity of three months or less to be cash equivalents,  those

                                     - F-12 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

1.       Summary of Significant Accounting Policies (continued)

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

with original  maturities  not greater than three months and current  maturities
less than twelve  months from the balance sheet date are  considered  short-term
investments,  and those with  maturities  greater  than  twelve  months from the
balance sheet date are considered long-term investments.

E.       Property and Equipment

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

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

F.       Income Taxes

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

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

G.       Revenue Recognition

The  Company's  primary  source  of  revenues  is  through  providing  access to
financial data (e.g.,  stock quotes) to other  Internet  properties on a monthly
subscription basis and customization charges which we recognize upon collection.
Fees received are amortized over the term of the service  contract on a straight
line basis.  Fees  received  prior to the  delivery  of service are  recorded as
deferred  revenue which the Company will then record as revenue when the content
is delivered to the customer.


H.       Product and Website Development

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

                                     - F-13 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


1.       Summary of Significant Accounting Policies (continued)

I.       Capitalized Computer Software

During  the two  years  ended  June 30,  2004 and  2003,  no  internal  software
development  costs were  capitalized,  as the costs incurred  between  achieving
technological  feasibility  and  product  release  were  minimal.  Research  and
development costs, including the design of product enhancements, are expensed as
incurred. The Company has not capitalized any software development costs.


J.       Advertising Costs

All advertising costs are expensed as incurred. The Company incurred advertising
expenses of $82,769 for the year ended June 30, 2004, of which $64,875 were paid
by barter service  transactions.  The Company incurred  advertising  expenses of
$570 for the year ended June 30, 2003, none of which were paid by barter service
transactions.


K.       Marketable Securities and Long-Term Investments

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

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


L.       Use of Estimates

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

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


                                     - F-14 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


1.       Summary of Significant Accounting Policies (continued)

M.       Earnings per Share

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

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

The  difference  between  Basic and  Diluted  EPS would be due to the  effect of
dilutive  stock  options  and  warrants.  However,  the  Company had no dilutive
securities  in 2004 and 2003 due to the Company  having net loss and a loss from
operations in 2004 and 2003.


N. Segments of an Enterprise and Related Information

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


O.       Comprehensive Income

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


                                     - F-15 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


1.       Summary of Significant Accounting Policies (continued)

P.       Business Risks and Credit Concentrations

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

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

Accounts   receivable  are  unsecured.   The  Company  performs  ongoing  credit
evaluations  of its customers'  financial  condition.  It generally  requires no
collateral  and  maintains  reserves  for  potential  credit  losses on customer
accounts,  when  necessary.  Management  evaluated the accounts  receivable  and
reserved  $13,972  of  accounts  receivable  as of June  30,  2004.   Management
estimated that no such reserves were warranted at June 30, 2003.


Q.       Foreign Currency and International Operations

International  operations  were  fully  discontinued  in 1998,  and there are no
foreign assets.  There were no foreign  exchange  transactions  during the years
ended June 30, 2004 and 2003. Translation gains (losses), which are deferred and
accumulated as a component of shareholders' equity, were not significant in 2004
and 2003.


R.       Fair Value of Financial Instruments

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


S        Software Developed for Internal Use

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


                                     - F-16 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


1.       Summary of Significant Accounting Policies (continued)

T.       Intangibles

Intangible assets consist of goodwill resulting from acquisition of websites and
other Internet  properties and purchased  contracts.  The difference between the
fair market value of the assets acquired and  consideration  paid is recorded as
goodwill.  The  Company  had  estimated  that the  economic  useful  life of the
goodwill  associated with purchased  contracts to be 3 years and amortization to
be on a straight-line basis.

The Company has adopted  SFAS 142  effective  July 2001,  which  resulted in the
Company no longer amortizing its existing goodwill.  At June 30, 2003,  goodwill
approximated  $3,000. In addition,  the Company measured goodwill for impairment
on a yearly basis.  The Company  completed the impairment  tests and recorded an
impairment charge of $3,000 in 2004. The Company has set the measurement date of
April 1st to calculate goodwill impairment.


U.       Long-lived Assets

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


V.       Stock-Based Compensation

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

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


W.       Reclassifications

Certain   reclassifications   were  made  to  the  2003  financial   statements'
presentation in order to conform to the 2004 financial statements'  preparation.
These  reclassifications  had  no  effect  on  previously  reported  results  of
operations or retained earnings.


                                     - F-17 -
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

1.       Summary of Significant Accounting Policies (continued)

X.       Barter Transactions

In 2004, the Company entered into barter agreements whereby it delivered $64,875
of  FinancialContent  in exchange for  advertising  credit on the respective web
sites. The company recognized  advertising  expense based on the market value of
the FinancialContent  provided. During the year ended June 30, 2004, the Company
charged to advertising expense $64,875 as a result of these barter transactions.
The Company does not have any barter credits due as of June 30, 2004.


Y.       Recent Accounting Pronouncements

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

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

2.      Restatement of Prior Financial Information

The Company previously did not record the beneficial  conversion feature related
to the issuance of convertible  preferred stock in the year ended June 30, 2004.
The  Company has  determined  this effect of the  correction  on its  previously
issued  financial  statements  and  has  restated  the  accompanying   financial
statements for the year ended June 30, 2004.
<TABLE>
<CAPTION>
                                                                               June 30, 2004
                                                      ----------------------------------------------------------------
                                                        As Originally           Restatement           As Restated
                                                           Reported             Adjustments
                                                      -------------------    -------------------   -------------------
<S>                                                   <C>                    <C>                   <C>
Additional paid in capital                            $     19,355,020       $      2,730,339      $     22,085,359
Accumulated deficit                                   $    (18,747,816)      $     (2,730,339)     $    (21,478,155)
Deemed dividend from beneficial conversion
   feature of convertible preferred stock             $              -       $     (2,730,339)     $     (2,730,339)
Net loss attributable to common shareholder           $     (1,673,726)      $     (2,730,339)     $     (4,404,065)
Comprehensive loss                                    $     (1,673,446)      $     (2,730,339)     $     (4,403,785)
Net loss per share from deemed dividend
   (basic and diluted)                                $           0.00       $          (0.31)     $          (0.31)
Net loss per share (basic and diluted)                $          (0.19)      $          (0.31)     $          (0.50)
</TABLE>

                                     - F-18 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


3.       Income Taxes

The  Company  incurred  $1,600 and  $2,400 in state  taxes for each of the years
ended June 30, 2004 and 2003,  respectively.  No provision  for federal taxes in
the US has been recorded for the years ended June 30, 2004 and 2003. The Company
incurred net operating losses for these periods.

                                                      2004        2003
                                                   ---------    ---------

                                                  (1,634,626)  (1,154,462)

Income Tax Provision                                  2004         2003
                                                    --------     ---------

Current:
     Federal                                            --           --
     State                                             1,600        2,400
                                                    --------     --------

                                                       1,600        2,400
                                                    ========     ========

Deferred:
     Federal                                            --           --
     State                                              --           --
                                                    --------     --------

                                                    ========     ========


Effective Tax Reconciliation                          2004         2003
                                                    --------     --------

Federal income tax rate                             (35.00%)     (35.00%)
Change in valuation reserve                          13.00%       35.28%
Other                                                22.55%        0.00%
State and local taxes, net of federal tax benefit    (0.03%)      (0.07%)
                                                    --------     --------

                                                     (0.10%)       0.21%
                                                    ========     ========


                                     - F-19 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004

3.       Income Taxes (continued)

The following  table  summarizes the deferred tax assets and liabilities for the
years ended June 30, 2004 and 2003:
<TABLE>
<CAPTION>
                                                     Year Ended June 30,
                                             2004                          2003
                                   --------------------------    --------------------------
                                     Federal         State         Federal         State
                                   -----------    -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>
Deferred income tax assets:
     Net operating loss            $ 4 ,630,182       600,014    $ 3,205,658    $   490,556
     carryforwards
     Capital loss                       12,285          5,153         15,598          4,301
     Property and equipment             19,834           --           19,834          1,197
     Intangible asset
        Impairment charge                 --             --        1,104,125        283,918
        Goodwill                        84,120         21,631         54,234         12,734
     Other reserves                      8,750          2,250         35,000          9,000
     Federal benefit for state          69,893           --           67,933           --
     taxes
     Other                             239,998         61,723         17,058          4,396
                                   -----------    -----------    -----------    -----------

Total deferred tax assets            5,065,062        690,771      4,519,440        806,102
                                   -----------    -----------    -----------    -----------

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

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

Net deferred tax assets before
     valuation allowance             4,880,000        595,243      4,334,378        710,574
Valuation allowance                 (4,880,000)      (595,243)    (4,334,378)      (710,574)
                                   -----------    -----------    -----------    -----------

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


Due to the uncertainty  surrounding the realization of deferred tax assets,  the
Company has recorded a valuation  allowance  against its net deferred tax asset.
The Company has loss  carryforwards of  approximately  $9,900,000 and $4,970,000
from  continuing  operations,  which may be used to offset  future United States
federal and state income taxes and which begin to expire in 2019.


                                     - F-20 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


4.       Investments

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

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

<S>                            <C>           <C>           <C>            <C>
Equity securities - public     $    10,000   $      --     $    (9,400)   $       600
                               -----------   -----------   -----------    -----------

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

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

Total                          $    14,952   $      --     $    (9,400)   $     5,552
                               ===========   ===========   ===========    ===========
</TABLE>


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

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

<S>                            <C>           <C>           <C>            <C>
Equity securities - public     $    10,000   $      --     $    (9,680)   $       320
                               -----------   -----------   -----------    -----------

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

Corporate equity securities,
privately held                      14,922          --            --           14,922
                               -----------   -----------   -----------    -----------

Total                          $    24,922   $      --     $    (9,680)   $    15,242
                               ===========   ===========   ===========    ===========
</TABLE>


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

                                     - F-21 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


5.       Stock Option Plan

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

The  Board  of  Directors  has  granted   management   the  authority  to  issue
non-statutory  stock options to employees and consultants of the Company.  As of
June 30, 2004 and 2003,  the Company has options  exercisable  for the Company's
common stock  granted to its  employees  and other  eligible  participants.  The
exercise  price varies  depending on the trading price of the  Company's  common
stock on the date of issuance among other factors.

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

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

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

Stock options issued as of June 30, 2004 and 2003 are summarized as follows:
<TABLE>
<CAPTION>
                                             2004                         2003
                                   --------------------------   ---------------------------
                                                   Weighted                     Weighted
                                   Number of       average       Number of       average
                                    options     exercise price    options     exercise price
                                   ----------   -------------   ----------    -------------
<S>                                <C>          <C>             <C>           <C>
Outstanding at beginning of year         --     $        --          6,583    $       45.91
Granted                               815,000            1.30         --               --
Exercised                                --              --           --               --
Forfeited/Cancelled                      --              --         (6,583)          (45.91)
                                   ----------   -------------   ----------    -------------

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

Exercisable at end of year          1,234,567   $   1,234,567    1,234,567    $   1,234,567
                                   ==========   =============   ==========    =============
</TABLE>
                                    - F-22 -
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


5.       Stock Option Plan (continued)

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

The following table summarizes information about options outstanding at June 30,
2004:
<TABLE>
<CAPTION>

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

<S>                <C>                 <C>                   <C>                <C>
      $1.40               815,000      $           1.30                9.90                 --
===============    ================    ==================    ===============    =====================
</TABLE>

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

The Company  has  adopted  only the  disclosure  provisions  of SFAS No. 123. It
applies APB Opinion No. 25 and related  interpretations  in  accounting  for its
stock option plan. Accordingly,  during the fiscal years ended June 30, 2004 and
2003, 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>

                                                           2004             2003
                                                      -------------    -------------
<S>                                                   <C>              <C>
Net loss:
     As reported                                      $  (4,404,065)   $  (1,156,862)
     Pro forma                                        $  (4,404,065)   $  (1,156,862)

Basic and diluted loss per common share:
     As reported:
        Continuing operations (basic and diluted)     $       (0.21   $       (0.16)
        Discontinued operations (basic and diluted)   $        0.02    $        --
        Deemed dividend (basic and diluted)           $       (0.31)            --
                                                      -------------    -------------
           Total                                      $       (0.50)   $       (0.16)
                                                      =============    =============

     Pro forma
        Continuing operations (basic and diluted)     $       (0.21)   $       (0.16)
        Discontinued operations (basic and diluted)   $        0.02    $        --
        Deemed dividend (basic and diluted)           $       (0.31)            --
                                                      -------------    -------------
           Total                                      $       (0.50)   $       (0.16)
                                                      =============    =============
Shares used in per share calculation
      (basic and diluted)                                 8,895,084        7,185,840
Additional shasres based on stock option plan                  --               --
                                                      -------------    -------------

Total Pro Forma Shares                                    8,895,084        7,185,840
                                                      =============    =============
</TABLE>
                                     - F-23 -
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


5.       Stock Option Plan (continued)

Options are granted at prices equal to the current  fair value of the  Company's
common  stock at the date of grant.  The  vesting  period on 2004 grants was ten
years,  and some options become vested based only upon specific events occurring
in the future.  The Company did not issue any options during the year ended June
30, 2003.

The  fair  value of  options  was  estimated  at the  date of  grant  using  the
Black-Scholes  option-pricing  model. The fair value of the options was $0.69 in
2004.

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

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


6.       Discontinued Operations

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

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

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

There are no  assets  associated  with or from  discontinued  operations  on the
balance sheet.  The  liabilities  attributable  to  discontinued  operations are
identified as such on the balance sheet. There were no net sales attributable to
discontinued  operations  in 2004 and 2003.  In 2004,  the Company  extinguished
$133,478 of its liabilities  associated with  discontinued  operations in Canada
due to the statute of limitations  expiring on collecting  these  payables.  The
Company wrote off these liabilities based on advice of its counsel.

                                     - F-24 -
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


7.       Equity Transactions

A.       Issuance of Common Stock

The Company concluded  private placement  offerings of its stock during 2004 and
2003 and converted debt into common stock.  The Company also issued common stock
to individuals and companies in lieu of cash compensation.


Transactions during the year ended June 30, 2004

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

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

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

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

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

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

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


Transactions during the year ended June 30, 2003

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

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

                                     - F-25 -
<PAGE>

                            FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004




7.       Equity Transactions (continued)

A.       Issuance of Common Stock (continued)

Transactions during the year ended June 30, 2003 (continued)

The issuance of the securities was exempt from the registration  requirements of
the  Securities Act of 1933, as amended,  pursuant to Section 4(2) thereof.  The
total shares sold under the two private  placement  offering were 335,000 common
shares. Net proceeds from the private placement were $54,940

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

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

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

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

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



B.       Warrants

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

                                     - F-26 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


6.       Equity Transactions (continued)

B. Warrants (continued)

A summary of the Company's outstanding warrants as of June 30, 2004 and 2003, is
presented below:

                                Shares            Exercise Price
                               --------         -----------------
Outstanding at June 30, 2002    440,000                2.27
Cancelled/expired                  --                   --
Issued                             --                   --
                               --------             --------

Outstanding at June 30, 2003    440,000                2.27
Cancelled/expired              (240,000)               2.27
Exercised                      (200,000)               0.25
Issued                          832,000                0.75
                               --------             --------

Outstanding at June 30, 2004    832,000                0.75
                               ========             ========


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

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

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

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


C.       2002 Employee and Officer Retention and Recognition Plan

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

                                     - F-27 -
<PAGE>

                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


7.       Equity Transactions (continued)

D.       Preferred Stock Issuances (continued)

Series A

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

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

As a result of the  exercise of certain  warrants  and the issuance of Preferred
Stock Series D in 2004, the Company  issued to CNET an additional  75,000 shares
of Preferred  Stock Series A under the  anti-dilution  provision of the purchase
agreement.  The  issuance  of the  additional  contingent  securities  does  not
increase the overall cost of the acquisition. The only item that changed was the
number of shares issued for the acquisition.


Series B

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

                                     - F-28 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


7.       Common Stock Transactions (continued)

D.       Preferred Stock Issuances (continued)

Series C

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

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

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


Series D

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

Beneficial Conversion Feature

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

8.       Related Party Transactions

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


A.       Asia Pacific Ventures

Asia Pacific  Ventures (APV) is a company whose  headquarters  are in Hong Kong,
and its authorized  representative 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.  The
Company has received  advances from APV, and these advances bear an interest rat
of 12% per annum.

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

During the year ended June 30, 2004,  APV advanced an additional  $22,000 to the
Company, and the Company repaid all advances and interest to APV. As of June 30,
2004, there were no amounts due to APV.

                                     - F-29 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


8.       Related Party Transactions (continued)

B.       Wilfred Shaw

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

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 was paid in 2004.

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


C. Sharpmanagement.com, LLC

The Company  has signed a  consulting  contract  with  Sharpmanagement.com,  LLC
("SharpManagement")  to secure the services of Wilfred Shaw.  Under the terms of
this  contract,  the  Company is required to pay $5,000 per month for each month
that Mr. Shaw provides  services to the Company.  Mr. Wilfred Shaw is a majority
owner of  SharpManagement.com.  As of June  30,  2003,  SharpManagement  was due
$36,184.

In June 2003, the Company  arranged for the satisfaction and discharge a portion
of the amount owed to  SharpManagement,  LLC for  deferred  compensation  in the
amount  of  $165,000  owed  from  the  Company  to   SharpManagement,   LLC.  In
consideration  for the satisfaction of the amount,  the Company issued 1,036,584
Shares of  Common  Stock to  SharpManagement,  LLC.  The  Company  extended  its
arrangement with SharpManagement,  LLC, as of May 31, 2004. As of June 30, 2004,
SharpManagement is due $36,184.


D.       Convertible Notes - Related Party

In 2001, the Company issued $25,000  principal amount of 12% convertible  notes,
which are due on demand after 30 days to a related party, (Tupelo  Investments),
in a private  placement.  The notes are  convertible  into common  shares of the
company at a discount  of 50% from the market  price on the date of  conversion.
The option to convert the notes to common stock is at the discretion of the note
holder.  The  principal  amount of the note is  collateralized  by the company's
investment  in Ridgewood  Capital  Venture Fund. No costs were incurred to issue
the debt. The notes were fully repaid in 2004.


E.       Notes Payable to Shareholders

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


                                     - F-30 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


8.       Related Party Transactions (continued)

F.       Common Stock Grants to Officers

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

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


G.       Warrants

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



9.       Commitments and Contingencies

A.       Legal

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

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


Settlement

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

                                     - F-31 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


9.       Commitments and Contingencies (continued)

A. Legal (continued)

Settlement (continued)

On August 26,  2001,  the  Investment  Agreement  ("Investment  Agreement")  the
Company  entered into with Swartz Private Equity,  LLC ("Swartz")  automatically
terminated  under its own terms because no  registration  statement (Form S-1 or
SB-2) had been declared effective within one year after the parties executed the
Investment Agreement.  Swartz contacted the Company on July 28, 2003, and Swartz
claimed that the Company is  theoretically  liable to Swartz for the  following:
cash termination fee; late registration and use fees; and an additional  warrant
related to anti-dilution  provisions.  The Company settled with Swartz regarding
this matter, and the Company issued 190,549 shares of its common stock valued at
$246,000.

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


B.       Operating Leases

In June 2002, the Company's  principal  executive  offices  relocated to a 2,903
square  foot  facility  at 400 Oyster  Point  Boulevard,  Suite  435,  South San
Francisco,  CA 94080. The 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,
2005                                      55,728
2006                                       4,644
                                   ---------------

                                   $      60,372
                                   ===============

During the year,  the Company also leased  office space in New York City under a
6-month  lease  that  expired  on June 30,  2004.  The  lease has  converted  to
month-to-month.

For the years ended June 30, 2004 and 2003,  total rent  expense was $62,056 and
$47,923, 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.

                                     - F-32 -
<PAGE>
                             FINANCIALCONTENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


10.      Going Concern Uncertainties

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

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

Management  raised  additional  capital during the year, and is currently in the
process of negotiating additional equity financing with potential investors. The
Company has raised  additional  capital  through the sale of preferred stock and
issuance of debt during 2004 and  subsequent  to June 30,  2004.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


11.      Subsequent Events

A. Form S-8

On September 3, 2004,  the Company filed Form S-8 in relation with the Company's
2004-1  Employee  Compensation  Plan adopted by the Board of Directors on August
25, 2004 to provide the Company with a means of compensating employees for their
services  with shares of Common  Stock of the  Company as a  component  of their
wage.


B.       Common Stock Issuances

In  September  2004,  the  Company  issued  2,500  shares of common  stock to an
employee for compensation.


C.       Warrant Issuances

In July 2004,  the  Company  granted  Wilfred  Shaw a warrant to  purchase up to
1,400,000 shares of the Company's common stock at $1.30 per share.



                                     - F-33 -