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

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

                                   FORM 10-QSB

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                  For the quarterly period ended June 30, 2007

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

        For the transition period from _______________ to ______________

                        Commission file number 000-33339
                                               ---------

                               FIIC HOLDINGS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               Delaware                                20-4397836
   -------------------------------           ---------------------------------
   (State or other jurisdiction of           (IRS Employer Identification No.)
    incorporation or organization)

               1585 Bethel Road, First Floor, Columbus, Ohio 43220
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (614) 326-5469
                           ---------------------------
                           (Issuer's telephone number)

                                       N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes |X|   No |_|

As of June [30], 2007, there were [16,492,258] shares issued and outstanding of
the registrant's common stock.

Transitional Small Business Disclosure Format:
Yes |_|   No |X|

================================================================================
<PAGE>

                                      INDEX

                                                                            Page
                                                                            ----

PART I.  FINANCIAL INFORMATION                                               F-3

Item 1.  Condensed Consolidated Financial Statements                         F-3

         Balance Sheet as of June 30, 2007 (unaudited) and
         December 31, 2006                                                   F-3

         Statement of Losses (unaudited) for the three months ended
         June 30, 2007 and 2006, for the six months ended June 30, 2007
         and 2006 and for the period from January 25, 2005 (inception)
         to June 30, 2007                                                    F-4

         Statement of Changes in Stockholders' Equity (unaudited) for the
         period from January 25, 2005 (Inception) to June 30, 2007           F-5

         Statement of Cash Flows (unaudited) for the six months ended
         June 30, 2007 and 2006 and for the period from January 25, 2005
         (Inception) to June 30, 2007                                        F-6

         Notes to Condensed Consolidated Financial Statements (unaudited)    F-8

Item 2.  Management's Discussion and Analysis or Plan of Operation             2

Item 3.  Controls and Procedures                                              13

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   I-1

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         I-1

Item 3.  Defaults Upon Senior Securities                                     I-1

Item 4.  Submission of Matters to a Vote of Security Holders                 I-1

Item 5.  Other Information                                                   I-1

Item 6.  Exhibits                                                            I-1

Signatures                                                                   I-2
<PAGE>

                               FIIC HOLDINGS, INC
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                            (Unaudited)
                                                                              June 30,     December 31,
                                                                                2007           2006
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
                                ASSETS
Current assets:
Cash and cash equivalents                                                   $       136    $        --
Prepaid expenses and deposits                                                     5,879          4,849
Restricted cash                                                                      60             60
                                                                            -----------    -----------
Total current assets                                                              6,075          4,909
                                                                            -----------    -----------
Property, plant and equipment, net of accumulated depreciation of
   $5,307 and $3,434 at June 30, 2007 and December 31, 2006, respectively         5,933          7,806
                                                                            -----------    -----------

Other assets:
Loan fees, net of accumulated amortization of $1,120,834 and $859,723
   at June 30, 2007 and December 31, 2006, respectively                          56,111        317,222
                                                                            -----------    -----------
Total other assets                                                               56,111        317,222
                                                                            -----------    -----------

Total assets                                                                $    68,119    $   329,937
                                                                            ===========    ===========

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft                                                              $        --    $    16,162
Accounts payable and accrued expenses                                         1,204,781        987,723
Notes payable, bridge loan (Note E)                                              92,000         92,000
Notes payable, short term (Note F)                                              165,604             --
Notes payable-convertible (Note G)                                            1,135,200      1,050,350
Notes payable-related parties (Note H)                                           39,000         39,000
                                                                            -----------    -----------
Total current liabilities                                                     2,636,585      2,185,235
                                                                            -----------    -----------

Commitments and contingencies (Note L)

DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value: 3,000,000 shares authorized,
   0 issued and outstanding                                                          --             --
Common stock, $0.001 par value: 100,000,000 shares authorized;
   16,492,258 shares and 15,372,258 shares issued and outstanding
   as of June 30, 2007 and December 31, 2006 respectively                        16,492         15,372

Additional paid in capital                                                    3,102,158      2,667,844
Deficit accumulated during development stage                                 (5,687,116)    (4,538,514)
                                                                            -----------    -----------
Total deficiency in stockholders' equity                                     (2,568,466)    (1,855,298)
                                                                            -----------    -----------
Total liabilities and deficiency in stockholders' equity                    $    68,119    $   329,937
                                                                            ===========    ===========
</TABLE>

                      See the accompanying footnotes to the
             unaudited condensed consolidated financial information


                                      F-3
<PAGE>

                               FIIC HOLDINGS, INC
                          (A DEVELOPMENT STAGE COMPANY)
                   CONDENSED CONSOLIDATED STATEMENT OF LOSSES
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                         For the period
                                                                                                      January 25, 2005 (date
                                      Three months ended June 30,      Six months ended June 30,      of inception) through
                                          2007            2006            2007            2006            June 30, 2007
                                     ------------    ------------    ------------    ------------     ----------------------
<S>                                  <C>             <C>             <C>             <C>                   <C>
Operating expenses:
General and administrative           $    502,827    $    348,147    $    619,815    $  1,097,834          $ 3,046,814
Depreciation                                  936             937           1,873           1,561                5,307
                                     ------------    ------------    ------------    ------------          -----------
Total operating expenses                  503,763         349,084         621,688       1,099,395            3,052,121

Other expenses:
Interest expense, net                     180,188         114,844         265,802         284,949              788,184
Debt issuance costs                        84,445         208,095         261,111         633,924            1,545,611
Acquisition costs (Note B)                     --              --              --         301,199              301,199
                                     ------------    ------------    ------------    ------------          -----------
Total other expenses                      264,633         322,939         526,913       1,220,072            2,634,994

Net (loss) before provision for
   income taxes                          (768,397)       (672,023)     (1,148,602)     (2,319,467)          (5,687,116)

Provision for income taxes                     --              --              --              --                   --
                                     ------------    ------------    ------------    ------------          -----------

NET LOSS                             $   (768,397)   $   (672,023)   $ (1,148,602)   $ (2,319,467)         $(5,687,116)
                                     ============    ============    ============    ============          ===========

Loss per common share (basic
   and assuming dilution)            $      (0.05)   $      (0.05)   $      (0.07)   $      (0.17)
                                     ============    ============    ============    ============

Weighted average common shares
   outstanding (basic and diluted)     16,317,423      14,647,261      15,847,451      13,463,727
                                     ============    ============    ============    ============
</TABLE>

                      See the accompanying footnotes to the
             unaudited condensed consolidated financial information


                                      F-4
<PAGE>

                               FIIC HOLDINGS, INC
                          (A DEVELOPMENT STAGE COMPANY)
     CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
    FOR THE PERIOD JANUARY 25, 2005 (DATE OF INCEPTION) THROUGH JUNE 30, 2007
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                            Deficit
                                                                                                          Accumulated      Total
                                                                                             Additional     During     Deficiency in
                                                                       Common       Stock     Paid in     Development  Stockholders'
                                                                       Shares      Amount     Capital        Stage        Equity
                                                                       ------      ------     -------        -----        ------
<S>                                                                  <C>          <C>       <C>          <C>           <C>
Balance, January 25, 2005 (Date of Inception)                                --   $    --   $       --   $        --   $        --
  Common stock issued to founder in February, 2005 at $0.001 per
    share (par value)                                                         1        --        1,000            --         1,000
  Common stock issued in March, 2005 in exchange for licensing
    agreement at $0.001 per share (par value)                         9,792,000     9,792           --            --         9,792
  Common stock issued in September,  2005 for services rendered at
    $0.50 per share                                                     400,000       400      199,600            --       200,000
  Common stock issued in November, 2005 for debt issuance costs at
    $0.50 per share                                                     651,376       651      325,037            --       325,688
  Value attributed to 460,000 5 year warrants at $0.87 per share
    issued in October, 2005 as additional incentive to lender                --        --       91,084            --        91,084
  Value attributed to 23,077 5 year warrants at $0.87 per share
    issued in December , 2005 as additional incentive to lender              --        --       10,278            --        10,278
  Net loss-December 31, 2005                                                 --        --           --    (1,024,840)   (1,024,840)
                                                                     ----------   -------   ----------   -----------   -----------
  Balance, January 1, 2006:                                          10,843,377    10,843      626,999    (1,024,840)     (386,998)
  Common stock issued in January, 2006 for debt issuance costs at
    $0.50 per share                                                     200,000       200       99,800            --       100,000
  Common stock issued in February, 2006 at merger at $0.001 per
    share (par value)                                                 1,198,547     1,199           --            --         1,199
  Common stock issued in February, 2006 for services rendered at
    $0.50 per share                                                     825,000       825      411,675            --       412,500
  Common stock issued in February, 2006 for debt issuance costs at
    $0.50 per share                                                     800,000       800      399,200            --       400,000
  Beneficial conversion feature of convertible debentures                    --        --      289,700            --       289,700
  Value attributed to 35,000 5 year warrants at $0.87 per share
    issued in February, 2006 as debt issuance cost                           --        --       15,589            --        15,589
  Value attributed to 890,995 5 year warrants at $1.04 per share
    issued in February, 2006 as debt issuance cost                           --        --      137,092            --       137,092
  Common stock issued to founder in April, 2006 at $0.001 per
    share (par value)                                                   127,000       127           --            --           127
  Common issued in April, 2006 for services rendered at $0.50 per
    share                                                               125,000       125       62,375            --        62,500
  Common stock issued in May, 2006 for debt issuance costs at
    $0.50 per share                                                     866,667       866      432,467            --       433,333
  Common stock issued in September, 2006 for debt issuance costs
    at $0.50 per share                                                   53,333        54       26,613            --        26,667
  Common stock issued in October, 2006 for debt issuance costs at
    $0.50 per share                                                     160,000       160       79,840            --        80,000
  Common stock issued in November, 2006 for debt issuance costs at
    $0.50 per share                                                     173,334       173       86,494            --        86,667
  Net Loss                                                                   --        --           --    (3,513,674)   (3,513,674)
                                                                     ----------   -------   ----------   -----------   -----------
  Balance-December 31, 2006                                          15,372,258    15,372    2,667,844    (4,538,514)   (1,855,298)
  Common stock issued in April 2007 for services rendered at $0.25
    per share                                                         1,100,000     1,100      273,900            --       275,000
  Value attributed to 950,000 3 year warrants at $0.25 per share
    issued in May 2007 as debt issuance cost                                 --        --      122,863            --       122,863
  Value attributed to repricing of 890,995 5 year warrants issued
    in February 2006 from $1.04 per share to $0.25 per share as
    debt issuance cost                                                       --        --       32,571            --        32,571
  Sale of common stock at $0.25 per share                                20,000        20        4,980            --         5,000
  Net Loss                                                                   --        --           --    (1,148,602)   (1,148,602)
                                                                     ----------   -------   ----------   -----------   -----------
  Balance-June 30, 2007                                              16,492,258   $16,492   $3,102,158   $(5,687,116)  $(2,568,466)
                                                                     ==========   =======   ==========   ===========   ===========
</TABLE>

                      See the accompanying footnotes to the
             unaudited condensed consolidated financial information


                                      F-5
<PAGE>

                               FIIC HOLDINGS, INC
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                           For the period
                                                                                                          January 25, 2005
                                                                                                              (date of
                                                                                                             inception)
                                                                              Six months ended June 30,   Through June 30,
                                                                                 2007           2006           2007
                                                                             -----------    -----------   ----------------
<S>                                                                          <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                                   $(1,148,602)   $(2,319,467)    $(5,687,116)
Adjustments to reconcile net (loss) to cash used in operating activities:
Depreciation                                                                       1,873          1,561           5,307
Common stock issued for services rendered                                        275,000        475,127         951,127
Acquisition costs                                                                     --        301,199         301,199
Amortization of debt discount for convertible debentures and warrants            205,889        258,223         604,115
Amortization of debt issuance costs                                              261,111        598,324       1,545,609
(Increase) decrease in:
Prepaid expenses and deposits                                                      6,470         75,298         111,413
Increase (decrease) in:
Cash overdraft                                                                   (16,162)                            --
Due to related parties                                                                --             --         104,977
Accounts payable and other accrued expenses                                      217,057         83,781         899,804
                                                                             -----------    -----------     -----------
Net cash used in operations                                                     (197,364)      (525,954)     (1,163,564)
                                                                             -----------    -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from restricted cash                                                     --        169,173             (60)
Cash paid for acquisition                                                             --       (200,000)       (200,000)
Acquisition of fixed assets                                                           --        (11,240)        (11,240)
                                                                             -----------    -----------     -----------
Net cash used in investing activities                                                 --        (42,067)       (211,300)
                                                                             -----------    -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock                                                 5,000             --           5,000
Proceeds from notes payable-related parties                                           --             --          44,000
Proceeds from notes payable, net of repayments                                   192,500        567,000       1,326,000
                                                                             -----------    -----------     -----------
Net cash used in financing activities                                            197,500        567,000       1,375,000
                                                                             -----------    -----------     -----------

Increase (decrease) in cash and cash equivalents                                     136         (1,021)            136
Cash and cash equivalents beginning of the period                                     --          1,714              --
                                                                             -----------    -----------     -----------
Cash and cash equivalents end of the period                                  $       136    $       693     $       136
                                                                             ===========    ===========     ===========
</TABLE>


                                      F-6
<PAGE>

                               FIIC HOLDINGS, INC
                          (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                              For the period
                                                                                             January 25, 2005
                                                                                           (date of inception)
                                                                Six months ended June 30,    Through June 30,
                                                                    2007          2006              2007
                                                                  --------     --------    -------------------
<S>                                                               <C>          <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during period for interest                              $     --     $     --          $       --
Cash paid during period for taxes                                 $     --     $     --          $       --
Non-cash financing and investing activities:
Common stock issued in exchange for services                      $275,000     $475,127          $  951,127
Shares issued for debt issuance costs                             $     --     $933,333          $1,452,355
Beneficial conversion feature of convertible notes-warrants       $     --     $137,092          $  254,043
Beneficial conversion feature of convertible notes                $     --     $180,000          $  289,700
Value of warrants issued for debt issuance costs                  $122,863     $ 15,589          $  138,452
Value of repricing of warrants for debt issuance costs            $ 32,571     $     --          $   32,571
Acquisitions:
Common stock retained                                             $     --     $  1,199          $    1,199
Assets acquired                                                         --           --                  --
Liabilities assumed                                                     --       86,448              86,448
Expenses relating to acquisition                                        --       13,552              13,552
Cash paid                                                               --      200,000             200,000
                                                                  --------     --------          ----------
Total acquisition paid/acquisition cost                           $     --     $301,199          $  301,199
                                                                  ======       ========          ==========
</TABLE>

                      See the accompanying footnotes to the
             unaudited condensed consolidated financial information


                                      F-7
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results from operations for the three month period ended June 30, 2007 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2007, or for any other period. These unaudited condensed
consolidated financial statements, and notes thereto, should be read in
conjunction with the audited financial statements for the year ended December
31, 2006.

Business and Basis of Presentation

FIIC Holdings, Inc. (the "Company"), a development stage company, was
incorporated under the laws of the State of Delaware on January 26, 2006.
Currently, the Company has limited operations and is a development stage company
as defined by Statement of Financial Accounting Standards No. 7 ("SFAS 7"). The
Company is devoting substantially all of its efforts to establishing a new
business. The Company plans to introduce an insurance product to entrepreneurial
business enterprises designed to insure third party investors. The success of
the business will depend on its ability to raise sufficient capital to bring the
business plan to fruition.

On February 28, 2006, the Company's predecessor FIIC, Inc. ("FIIC") consummated
a business combination with Nicklebys.com, Inc. ("NBYS") pursuant to an
Agreement and Plan of Merger ("Merger Agreement") (the "Merger"). In accordance
with SFAS No. 141, FIIC, Inc. was the acquiring entity. While the transaction is
accounted for using the purchase method of accounting, in substance the Merger
Agreement provided for a recapitalization of the FIIC's capital structure. As a
result of the Merger, there was a change in control of NBYS. Also, subsequently,
NBYS's name was changed from Nicklebys.com, Inc. to FIIC Holdings, Inc. From
January 1999 until the consummation of the Merger, NBYS was an inactive publicly
registered shell corporation with no significant assets or operations (see Note
B).

The unaudited condensed consolidated financial statements include the accounts
of the Company and its wholly owned subsidiary, FIIC, Inc., a Delaware
corporation, incorporated on January 25, 2005 and Federated Group Agency, Inc.,
a Delaware corporation, incorporated on December 22, 2005. All significant
inter-company transactions and balances have been eliminated in consolidation.

To date the Company has incurred expenses, and has sustained losses.
Consequently, its operations are subject to all risks inherent in the
establishment of a new business enterprise. For the period from inception
through June 30, 2007, the Company has accumulated losses of $5,687,116. Also,
at June 30, 2007, its current liabilities exceeded current assets by $2,630,510.

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin No.
104, REVENUE RECOGNITION ("SAB 104"), which superseded Staff Accounting Bulletin
No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB 101"). SAB 101
requires that four basic criteria must be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)
the selling price is fixed and determinable; and (4) the ability to collect is
reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered and the ability to collect those amounts. Provisions for
discounts and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.
The Company defers any revenue for which the product has not been delivered or
is subject to refund until such time that the Company and the customer jointly
determine that the product has been delivered or no refund will be required.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets.


                                      F-8
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising

The Company follows the policy of charging the costs of advertising to expenses
as incurred. The Company incurred no advertising costs during the six month
period ended June 30, 2007 and 2006, respectively.

Property and Equipments

Property and equipment are recorded at cost. Minor additions and renewals are
expensed in the year incurred. Major additions and renewals are capitalized and
depreciated over their estimated useful lives. Depreciation is calculated using
the straight-line method over the estimated useful lives. Estimated useful lives
of major depreciable assets are as follows:

Leasehold improvements                                            5 years
Automobiles                                                       5 years
Furniture and equipment                                           5 years
Computer Equipment                                                3 years

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and related party receivables. The Company places its cash and temporary cash
investments with credit quality institutions. At times, such investments may be
in excess of the FDIC insurance limit.

Stock Based Compensation

Effective January 1, 2006, the beginning of the Company's first fiscal quarter
of 2006, the Company adopted the fair value recognition provisions of SFAS 123R,
using the modified-prospective transition method. Under this transition method,
stock-based compensation expense was recognized in the consolidated financial
statements for granted, modified, or settled stock options. Compensation expense
recognized included the estimated expense for stock options granted on and
subsequent to January 1, 2006, based on the grant date fair value estimated in
accordance with the provisions of SFAS 123R, and the estimated expense for the
portion vesting in the period for options granted prior to, but not vested as of
January 1, 2006, based on the grant date fair value estimated in accordance with
the original provisions of SFAS 123. Results for prior periods have not been
restated, as provided for under the modified-prospective method.

SFAS 123(R) requires forfeitures to be estimated at the time of grant and
revised, if necessary, in subsequent periods if actual forfeitures differ from
those estimates. In the Company's pro forma information required under SFAS 123
for the periods prior to fiscal 2006, the Company accounted for forfeitures as
they occurred.

Upon adoption of SFAS 123(R), the Company is using the Black-Scholes
option-pricing model as its method of valuation for share-based awards granted
beginning in fiscal 2006, which was also previously used for the Company's pro
forma information required under SFAS 123. The Company's determination of fair
value of share-based payment awards on the date of grant using an option-pricing
model is affected by the Company's stock price as well as assumptions regarding
a number of highly complex and subjective variables. These variables include,
but are not limited to the Company's expected stock price volatility over the
term of the awards, and certain other market variables such as the risk free
interest rate.

Total stock-based compensation expense recognized in the consolidated statement
of earnings for the six month period ending June 30, 2007 and 2006 was $0, net
of tax effect.


                                      F-9
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." SFAS 159 permits entities to choose
to measure many financial instruments, and certain other items, at fair value.
SFAS 159 applies to reporting periods beginning after November 15, 2007. The
adoption of SFAS 159 is not expected to have a material impact on the Company's
financial condition or results of operations.

Reclassifications

Certain reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.

NOTE B - MERGER AND CORPORATE RESTRUCTURE

On July 19 2005, FIIC, Inc., a Delaware corporation ("FIIC"), entered in to an
Agreement and Plan of Merger (the "Agreement") with Nicklebys.com, Inc., a
publicly held Colorado corporation ( "NBYS"), Nicklebys Acquisition Corp., a
privately held Nevada corporation and wholly owned subsidiary of the
Nicklebys.com, Inc. (the "Merger Sub") and certain principal shareholders of
NBYS.

The Merger closed February 28, 2006 through the Merger Sub, which merged with
and into FIIC, with FIIC being the surviving corporation. NBYS issued shares of
its common stock on a one-for-one basis to the stockholders of FIIC in exchange
for 100% of the issued and outstanding shares of common stock of FIIC.
Additionally, NBYS assumed options and warrants to purchase shares of its common
stock on the same terms and conditions as previously issued by FIIC. Pursuant to
the Agreement, the NBYS assumed FIIC's 2005 Stock Option, Deferred Stock and
Restricted Stock Plan as the stock option plan of NBYS.

As a result of the Merger, there was a change in control of the public entity.
In accordance with SFAS No. 141, FIIC was the acquiring entity. While the
transaction is accounted for using the purchase method of accounting, in
substance the Merger is a recapitalization of FIIC's capital structure. For
accounting purposes, the Company accounted for the transaction as a reverse
acquisition and FIIC is the surviving entity. The total purchase price and
carrying value of net assets acquired was $301,199. The Company did not
recognize goodwill or any intangible assets in connection with the transaction.
From January 1999 until the date of the consummation of the Merger, NBYS was an
inactive corporation with no significant assets and liabilities. In connection
with the change in control, the Board of Directors and management of FIIC became
the Board of Directors and management of NBYS.

In connection with the Merger, NBYS also cancelled 500,000 shares of its common
stock held by certain stockholders in exchange for aggregate cash remuneration
of $200,000. Immediately following the closing of the Merger, NBYS distributed
any remaining NBYS assets to one of its directors and principal shareholders.

Immediately prior to the Merger, NBYS effectuated a 1-for-2.00317 reverse stock
split of its common stock. Additionally, immediately following the Merger, NBYS
reincorporated from the State of Nevada to the State of Delaware and changed its
corporate name from Nicklebys.com, Inc. to FIIC Holdings, Inc. FIIC Holdings,
Inc. is the continuing public reporting company.

In connection with the merger, FIIC used the purchase method of accounting.
Total cash consideration was $301,199, of which $200,000 was paid to NBYS
shareholders, plus $86,448 was paid to NBYS to satisfy NBYS pre-merger
liabilities. In addition, the Company is obligated to pay another $13,552 for
additional post-closing costs associated with the Merger.

The Merger resulted in the assumption of FIIC's operations and liabilities and
as a result the accompanying financial statements reflect the operations of the
Company's wholly-owned subsidiary FIIC, Inc. since its inception as of January
25, 2005.

Effective with the consummation of the Merger, all previously outstanding shares
held by FIIC's shareholders were exchanged for an aggregate of 11,643,377 shares
of the NBYS's common stock. The value of the stock that was issued was the
historical cost of the Company's net tangible assets, which did not differ
materially from their fair value.


                                      F-10
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)


NOTE B - MERGER AND CORPORATE RESTRUCTURE (Continued)

The total consideration paid was $301,199 and the significant components of the
transaction are as follows:

Common stock retained                                                  $  1,199
Assets acquired                                                              --
Liabilities assumed                                                      86,448
Expenses relating to acquisition                                         13,552
Cash paid                                                               200,000
                                                                       --------
Total consideration paid/acquisition cost                              $301,199
                                                                       ========

In accordance with SOP 98-5, the Company expensed $301,199 as acquisition costs.

NOTE C - PROPERTY AND EQUIPMENT

Major classes of property and equipment at June 30, 2007 and December 31, 2006
consist of the followings:

                                                       June 30,     December 31,
                                                         2007           2006
Computer equipment and furniture                     $    11,240    $    11,240
Less: accumulated depreciation and amortization           (5,307)        (3,434)

Net property and equipment                           $     5,933    $     7,806
                                                     ===========    ===========

Depreciation and amortization expense was $1873 and $1,561 for the six months
ended June 30, 2007 and 2006, respectively.

NOTE D - LICENSE AGREEMENT

The Company has a license agreement to use software developed by FIIC Research &
Development, LLC ("Licensor"), a related party. Pursuant to the terms of the
license agreement, the Licensor will also host and support the software
application and allow the Company to sublicense to third parties. The software
will be used by the Company in its operations and sale of product and will be
amortized commencing upon the Company's being licensed to launch its insurance
business.

As consideration for the license agreement in March 2005, FIIC, Inc. issued to
the Licensor 9,792,000 shares of its common stock (total par value $9,792) and
issued warrants to purchase an additional 1,808,307 shares of its common stock
at an exercise price of $.87 per share. Such warrants will expire five yeas
after the date of issuance. The shares and warrants issued in relation to the
license agreement were subsequently distributed by the Licensor to its members,
and exchanged for shares of NBYS in the Merger. As further consideration for the
license agreement, the Company also agreed to pay $100,000 in cash to the
Licensor. The total licensing fee of $109,792 was expensed as of June 30, 2007;
$6,095 of the balance remains payable as of June 30, 2007.

Additionally, pursuant to the license agreement, the Company shall pay the
Licensor 3% of net premiums for Hosting and Support services on a quarterly
basis.


                                      F-11
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE E - BRIDGE LOAN PAYABLE

A summary of bridge loan notes payable at June 30, 2007 and December 31, 2006 is
as follows:

                                                       June 30,     December 31,
                                                         2007           2006
                                                     -----------    -----------
Senior secured convertible note payable,
   exchanged from senior secured promissory
   note after closing of merger in February 2006     $    92,000    $    92,000
Less: current portion                                    (92,000)       (92,000)
                                                     -----------    -----------
Long term portion                                    $        --    $        --
                                                     ===========    ===========

On November 29, 2005, FIIC, Inc. engaged in a bridge financing transaction in
which it issued a $350,000 senior secured promissory note, exchangeable upon the
closing of the Merger for a senior secured convertible promissory note,
convertible into the Company's common stock at any time at a rate of $1.00 per
share, including accrued and unpaid interest. On February 28, 2006, concurrent
with the closing of the Merger, the Company entered into a securities purchase
agreement, pursuant to which the Company issued a $350,000 Senior Secured
Convertible Promissory Note bearing annual interest at 12% and a warrant to
purchase 890,995 shares of the Registrant's common stock, in exchange for the
senior secured note previously issued. In accordance with APB #14, the fair
value attributed to the warrants was recorded to debt discount and additional
paid-in capital. The respective portion was amortized with the repayment of
$258,000 on February 28, 2006. Total debt discount was $137,092 with accumulated
amortization of $137,092 at June 30, 2007.

At the time of the original bridge financing closing, $92,000 in fees was
released for payment and the net proceeds of $258,000 were held in escrow until
the closing of the merger. On February 28, 2006, immediately subsequent to
execution of the securities purchase agreement and the issuance of the senior
secured convertible promissory note in exchange for the prior note, the parties
executed an amendment to the Securities Purchase Agreement, extending the term
of the senior secured convertible note, providing for partial repayment of that
note and releasing certain pledge agreements entered into in support of that
note. As a result $258,000 was released from escrow and repaid to the lender,
and the Company became obligated to pay an additional $3,500 legal fee to
lender's counsel and accrued interest to date on the loan. Under the terms of
the amendment to the Securities Purchase Agreement executed in conjunction with
the senior secured convertible promissory note, the remaining $92,000 and
accrued interest was due May 29, 2006. This note is currently in default due to
lack of payment of the amounts owed upon amendment and upon maturity; however,
management is negotiating with lender for an additional extension. The balance
outstanding was $92,000 at June 30, 2007and December 31, 2006.

The value of warrants granted during the period ended March 31, 2006 was
determined using the Black-Scholes option pricing model and the following
assumptions: warrant remaining life of 5 years, a risk free interest rate of
4.50%, a dividend yield of 0% and volatility of 150%.

NOTE F - NOTES PAYABLE

A summary of promissory notes payable at June 30, 2007 and December 31, 2006 are
as follows:

<TABLE>
<CAPTION>
                                                                                                    June 30,     December 31,
                                                                                                      2007           2006
                                                                                                  -----------    -----------
<S>                                                                                               <C>            <C>
Note payable, interest of 10% per term (40% per annum), prepaid, payable on August 10, 2007.
Unsecured. The Company issued 150,000 3 yr warrants at $0.25 per share as additional incentive.
Net unamortized loan discount as of June 30, 2007 and December 31, 2006 was $13,563 and $-0-,
respectively. Note is currently in default                                                        $    61,437    $        --

Notes payable, interest of -0-% per annum, payable on July 10, 2007. Unsecured.
The Company issued 800,000 3 yr warrants at $0.25 per share and repriced
existing 890,995 5yr warrants (with remaining term of 3.26 years) to $0.25 per
share. Net unamortized loan discount as of June 30, 2007 and December 31, 2006
was $20,833 and $-0-, respectively. Notes are currently in default                                    104,167             --

Total                                                                                                 165,604             --

Less: Current portion                                                                                (165,604)            --
                                                                                                  -----------    -----------

Long term portion:                                                                                $        --    $        --
                                                                                                  ===========    ===========
</TABLE>


                                      F-12
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE F - NOTES PAYABLE (continued)

In May 2007, the Company issued a promissory note for $75,000 payable August 10,
2007 with $7,500 prepaid interest for net proceeds of $67,500. In conjunction
with the issuance of the promissory note, the Company issued 150,000 warrants to
purchase common stock at $0.25 per share for three years from the date of
issuance.

The fair value of the warrants was determined using the Black Scholes Option
Pricing Model with the following assumptions: dividend rate: -0-%; volatility:
147.30%; risk free rate: 4.64%. The determined warrants fair value of $30,435 is
amortized to interest over the term of the promissory note. For the six months
ended June 30, 2007 and 2006; the Company has amortized $16,872 as interest to
current period expense.

 In May 2007, the Company issued promissory notes for $125,000 payable July 10,
2007 with -0-% annualized interest for net proceeds of $125,000. In conjunction
with the issuance of the promissory note, the Company issued 800,000 warrants to
purchase common stock at $0.25 per share for three years from the date of
issuance and repriced existing 890,995 warrants held by the noteholder from
$1.04 per share to $0.25 per share and maintaining the original remaining term
of 3.26 years.

The fair value of the new and the repriced warrants was determined using the
Black Scholes Option Pricing Model with the following assumptions: dividend
rate: -0-%; volatility: 147.30%; risk free rate: 4.64%. The determined new
warrants fair value of $162,320 and the increase in fair value of the repriced
warrants of $57,202 was pro rated to the net proceeds of $125,000 and is
amortized to interest over the term of the promissory note. For the six months
ended June 30, 2007 and 2006; the Company has amortized $104,167 as interest to
current period expense.

NOTE G - CONVERTIBLE NOTES PAYABLE

A summary of convertible promissory notes payable at June 30, 2007 and December
31, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                                                    June 30,     December 31,
                                                                                                      2007           2006
                                                                                                  -----------    -----------
<S>                                                                                               <C>            <C>
Note payable accruing interest at 10% per annum, payable on October 7, 2006;
conversion price of $0.50 per share; the Company issued 115,000 5 yr warrants at
0.87 per share as additional incentive.  Note is currently in default.                              $50,000        $50,000

Note payable accruing interest at 10% per annum, payable on October 7, 2006;
conversion price of $0.50 per share; the Company issued 115,000 5 yr warrants at
0.87 per share as additional incentive.  Note is currently in default.                               50,000         50,000

Note payable accruing interest at 10% per annum, payable on October 31, 2006;
conversion price of $0.50 per share; the Company issued 115,000 5 yr warrants at
0.87 per share as additional incentive. Note is currently in default.                                50,000         50,000
</TABLE>


                                      F-13
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE G - CONVERTIBLE NOTES PAYABLE (continued)

<TABLE>
<CAPTION>
                                                                                                    June 30,     December 31,
                                                                                                      2007           2006
                                                                                                  -----------    -----------
<S>                                                                                               <C>            <C>
Note payable accruing interest at 10% per annum, payable on December 6, 2006;
conversion price of $0.50 per share; the Company issued 115,000 5 yr warrants at
0.87 per share as additional incentive. Note is currently in default                               $ 50,000       $ 50,000

Note payable accruing interest at 8% per annum, payable on January 17, 2007;
conversion price of $0.65 per share; as an additional incentive the Company
issued 800,000 shares of common stock. Note is currently in default.                                300,000        300,000

Note payable accruing interest at 8% per annum, payable on February 24, 2007;
conversion price of $0.25 per share; as additional incentive the Company issued
100,000 shares of common stock. Net of unamortized beneficial conversion feature
of $-0- and $15,000 as of June 30, 2007 and December 31, 2006, respectively.
Note is currently in default.                                                                       100,000         85,000

Note payable accruing interest at 8% per annum, payable on February 24, 2007;
conversion price of $0.25 per share; as additional incentive the Company issued
100,000 shares of common stock. Net of unamortized beneficial conversion feature
of $-0- and $15,000 as of June 30, 2007 and December 31, 2006, respectively.
Note is currently in default.                                                                       100,000         85,000

Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share                                                                  25,000         25,000

Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share. Note is currently in default.                                   25,000         25,000

Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share. Note is currently in default.                                   15,000         15,000

Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share. Note is currently in default.                                   50,000         50,000

Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share. Note is currently in default.                                   50,000         50,000

Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share. Note is currently in default.                                   25,000         25,000

Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share. Note is currently in default.                                   50,000         50,000

Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share. Note is currently in default.                                   70,000         70,000

Note payable accruing interest at 8% per annum, payable May 2, 2007; conversion
price of $0.50 per share. Note is currently in default.                                              15,000         15,000
</TABLE>


                                      F-14
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE G - CONVERTIBLE NOTES PAYABLE (continued)

<TABLE>
<CAPTION>
                                                                                                    June 30,      December 31,
                                                                                                      2007            2006
                                                                                                  -----------     -----------
<S>                                                                                               <C>             <C>
Note payable accruing interest at 8% per annum, payable September 15, 2007;
conversion price of $0.50 per share                                                               $    20,000     $    20,000

Note payable accruing interest at 8% per annum, payable October 5, 2007,
conversion price of $0.50 per share; as an additional incentive the Company
issued 13,333 shares of common stock. Net of unamortized beneficial conversion
feature of $250 and $750 as of June 30, 2007 and December 31, 2006, respectively                        4,750           4,250

Note payable accruing interest at 8% per annum, payable October 13, 2007;
conversion price of $0.50 per share; as an additional incentive the Company
issued 80,000 shares of common stock. Net of unamortized beneficial conversion
feature of $4,800 and $14,400 as of June 30, 2007 and December 31, 2006, respectively                  25,200          15,600

Note payable accruing interest at 8% per annum, payable October 26, 2007;
conversion price of $0.50 per share; as an additional incentive the Company
issued 66,667 shares of common stock. Net of unamortized beneficial conversion
feature of $8,150 and $20,400 as of June 30, 2007 and December 31, 2006, respectively.                 16,850           4,600

Note payable accruing interest at 8% per annum, payable November 1, 2007;
conversion price of $0.50 per share; as an additional incentive the Company
issued 66,667 shares of common stock. Net of unamortized beneficial conversion
feature of $8,300 and $20,800 as of June 30, 2007 and December 31, 2006, respectively                  16,700           4,200

Note payable accruing interest at 8% per annum, payable November 1, 2007;
conversion price of $0.50 per share; as an additional incentive the Company
issued 66,667 shares of common stock. Net of unamortized beneficial conversion
feature of $8,300 and $20,800 as of June 30, 2007 and December 31, 2006, respectively.                 16,700           4,200

Note payable accruing interest at 8% per annum, payable November 9, 2007;
conversion price of $0.50 per share; as an additional incentive the Company
issued 40,000 shares of common stock. Net of unamortized beneficial conversion
feature of $5,000 and $12,500 as of June 30, 2007 and December 31, 2006, respectively.                 10,000           2,500

Total                                                                                               1,135,200       1,050,350

Less: Current portion                                                                             $(1,135,200)    $(1,050,350)
                                                                                                  ===========     ===========
</TABLE>

In February 2006, the Company issued convertible notes to the investors in
exchange for $180,000, exclusive of placement costs and fees. The convertible
notes accrue interest at 8% per annum and are due and payable one year from the
date of the note, i.e. February 2007. Note holders have the option to convert
any unpaid note principal, together with accrued and unpaid interest, to the
Company's common stock at a rate of $0.25 per share.

In accordance with EITF 98-5, the Company recognized an imbedded beneficial
conversion feature present in the convertible notes. The Company allocated a
portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. The Company recognized and measured an aggregate of
$180,000 of the proceeds, which is equal to the intrinsic value of the imbedded
beneficial conversion feature, to additional paid in capital and a discount
against the convertible notes payable. The debt discount attributed to the
beneficial conversion feature is amortized over the convertible notes payable
maturity period one year as interest expense.


                                      F-15
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE G - CONVERTIBLE NOTES PAYABLE (continued)

In October 2006, the Company issued convertible notes to the investors in
exchange for $95,000, exclusive of placement costs and fees. The convertible
notes accrue interest at 8% per annum and are due and payable one year from the
date of the note, i.e. October 2007. Note holders have the option to convert any
unpaid note principal, together with accrued and unpaid interest, to the
Company's common stock at a rate of $0.50 per share.

In accordance with EITF 98-5, the Company recognized an imbedded beneficial
conversion feature present in the convertible notes. The Company allocated a
portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. The Company recognized and measured an aggregate of
$44,700 of the proceeds, which is equal to the intrinsic value of the imbedded
beneficial conversion feature, to additional paid in capital and a discount
against the convertible notes payable. The debt discount attributed to the
beneficial conversion feature is amortized over the convertible notes payable
maturity period one year as interest expense.

In November 2006, the Company issued convertible notes to the investors in
exchange for $65,000, exclusive of placement costs and fees. The convertible
notes accrue interest at 8% per annum and are due and payable one year from the
date of the note, i.e. November 2007. Note holders have the option to convert
any unpaid note principal, together with accrued and unpaid interest, to the
Company's common stock at a rate of $0.50 per share.

In accordance with EITF 98-5, the Company recognized an imbedded beneficial
conversion feature present in the convertible notes. The Company allocated a
portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. The Company recognized and measured an aggregate of
$65,000 of the proceeds, which is equal to the intrinsic value of the imbedded
beneficial conversion feature, to additional paid in capital and a discount
against the convertible notes payable. The debt discount attributed to the
beneficial conversion feature is amortized over the convertible notes payable
maturity period one year as interest expense.

NOTE H - NOTES PAYABLE -RELATED PARTIES

A summary of promissory notes payable to related parties at June 30, 2007 and
December 31, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                                                    June 30,      December 31,
                                                                                                      2007            2006
                                                                                                  -----------     -----------
<S>                                                                                                <C>             <C>
Note payable to a shareholder, principal and interest note of $6,000 payable on December 31,       $ 12,000        $ 12,000
2005, extended to March 31, 2006; management is negotiating an additional extension

Note payable to a shareholder, principal and interest of $7,500, payable on December 31,
2005, extended to December 31, 2006: management is negotiating an additional extension               15,000          15,000

Note payable to a shareholder, principal and interest of $5,000, payable on December 31,
2005, extended to March 31, 2006; management is negotiating an additional extension                  10,000          10,000

Note payable to a shareholder, principal and interest of $1,000, payable on December 31,
2005, extended to June 30, 2006                                                                       2,000           2,000
                                                                                                   --------        --------

Total                                                                                                39,000          39,000

Less: current portion                                                                               (39,000)        (39,000)
                                                                                                   --------        --------

Long term portion                                                                                  $     --        $     --
                                                                                                   ========        ========
</TABLE>

NOTE I - CAPITAL STOCK

The Company is authorized to issue 3,000,000 shares of preferred stock with par
value $.001 per share, 100,000,000 shares of common stock with par value of
$.001 per share.

The Company had 16,492,258 shares and 15,372,258 shares of common stock issued
and outstanding at June 30, 2007 and December 31, 2006 respectively. As of June
30, 2007 and December 31, 2006 the Company had no preferred stock issued and
outstanding.


                                      F-16
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE I - CAPITAL STOCK (continued)

In March 2005, the Company issued 9,792,000 shares to the founders in exchange
for services relating to formation of the Company. The Company charged $9,792 to
expenses in relation to the issuance.

In November 2005, the Company issued 400,000 shares to various consultants in
exchange for services valued at $0.50 per share. The shares issued were valued
at approximately $0.50 per share. The compensation cost of $200,000 was charged
to operations relating to this issuance.

In November 2005, the Company issued 651,376 shares towards debt issuance costs.
The shares were valued at $325,688 or $0.50 per share.

In January 2006, the Company issued 800,000 shares towards debt issuance costs.
The shares were valued at $400,000 or $0.50 per share.

In February 2006, the Company issued 200,000 shares towards debt issuance costs.
The shares were valued at $100,000 or $0.50 per share.

In February 2006, the Company issued 825,000 shares to various consultants in
exchange for services valued at $412,500. The shares issued were valued at
approximately $0.50 per share. The compensation cost of $412,500 was charged to
operations relating to this issuance.

In February 2006, pursuant to the Merger Agreement, all previously outstanding
shares owned by the FIIC's stockholders were exchanged for an aggregate of
11,643,377 shares of the Company's common stock. The value of the stock that was
issued was the historical cost of the Company's net tangible assets, which did
not differ materially from their fair value. The former NBYS shareholders
retained 1,198,547 shares in the Company.

The Company valued the shares issued for consulting services at the rate which
represents the fair value of the services received which did not differ
materially from the value of the stock issued.

In April 2006, the Company issued 127,000 shares to founders valued at $0.001
per share.

In April 2006, the Company issued 125,000 shares a consultant in exchange for
services valued at $62,500. The shares issued were valued at approximately $0.50
per share. Consulting services of $62,500 was charged to operations relating to
this issue

In May 2006, the Company issued 866,667 shares towards debt issuance costs. The
shares were valued at $433,334 or $0.50 per share.

In September 2006, the Company issued 53,333 shares towards debt issuance costs.
The shares were valued at $26,667 or $0.50 per share

In October 2006, the Company issued 160,000 shares towards debt issuance costs.
The shares were valued at $80,000 or $0.50 per share.

In November 2006, the Company issued 173,334 shares towards debt issuance costs.
The shares were valued at $86,667 or $0.50 per share

In May 2007, the Company issued 600,000 shares to consultants in exchange for
services valued at $150,000. The shares issued were valued at approximately
$0.25 per share. Consulting services of $150,000 was charged to operations
relating to this issue

In May 2007, the Company issued 500,000 shares as payment towards a $2,000,000
nine month "Guaranty Agreement" (See Note M below). The payment was valued at
$0.25 for a total of $100,000 and changed to current period operations.

NOTE J - OPTIONS AND WARRANTS

Warrants

The following table summarizes the changes in warrants outstanding and the
related prices for the shares of the Company's common stock. These warrants were
granted in lieu of cash consideration for contractual rights, compensation for
services performed by consultants or in connection with debt or equity
financing; each warrant provide the right to purchase one share of the Company's
common stock.


                                      F-17
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE J - OPTIONS AND WARRANTS (continued)

<TABLE>
<CAPTION>
                            Warrants                                                          Warrants
                           Outstanding                                                      Exercisable
                         (as of 6/30/07)                                                  (as of 6/30/07)
                                              Weighted Average                                                  Weighted Average
                                                 Remaining                                                          Exercise
                             Number           Contractual Life      Weighted Average           Number           Contractual Life
  Exercise Prices          Outstanding            (Years)            Exercise Price         Exercisable              (Years)
  ---------------          -----------            -------            --------------         -----------              -------
<S>                         <C>                     <C>                  <C>                 <C>                      <C>
       $0.87                1,808,307               2.75                 $0.87               1,808,307                2.75
        0.87                  518,077               3.25                  0.87                 518,077                3.25
        0.25                1,840,995               2.99                  0.25               1,840,995                2.99
                            ---------                                                        ---------
                            4,167,379               2.92                                     4,167,379                2.92
</TABLE>

Transactions involving warrants are summarized as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                                         Number of       Weighted Average
                                                          Warrants       Price Per Share

<S>                                                      <C>                 <C>
Outstanding at January 25, 2005 (date of inception)             --           $      --
Granted                                                  2,291,384                0.87
Exercised                                                       --                  --
Canceled or expired                                             --                  --
Outstanding at December 31, 2005                         2,291,384           $    0.87
Granted                                                    925,995                1.03
Exercised                                                       --                  --
Canceled or expired                                             --                  --
Outstanding at December 31, 2006                         3,217,379           $    0.92
Granted                                                    950,000                0.25
Exercised                                                       --                  --
Canceled or expired                                             --                  --
Outstanding at June 30, 2007                             4,167,379           $    0.60
-----------------------------------------------------------------------------------------
</TABLE>

The Company did not grant any compensatory warrants to employees during the six
month period ended June 30, 2007 and 2006. Compensation expense of $0 was
charged to operations for the six month period ended June 30, 2007 and 2006.

Stock Option Plan

In April 2005, FIIC, Inc. adopted the FIIC 2005 Stock Option, Deferred Stock and
Restricted Stock Plan, which was assumed by the Company as part of the Merger.
As of June 30, 2007 and December 31, 2006, no options or stock awards have been
granted under the Plan.

NOTE K - RELATED PARTY TRANSACTIONS

The Company has received unsecured, non-interest bearing advances from a related
parties totally $147,500 (including $100,000 for the license fee - refer to note
D). Of this amount, $6,095 remains unpaid as of June 30, 2007 and December 31,
2006.

The Company has expensed consulting fees of an aggregate of $137,000 for seven
individuals who are directors and/or officers who are intended to serve as key
personnel. As of June 30, 2007 and December 31, 2006, there remains $461,690 and
$346,854 respectively unpaid and included in accounts payable and accrued
expenses.

Effective February 1, 2005, the Company entered into a sublease agreement with a
related party for office space and overhead expenses at $5,000 per month. As of
June 30, 2007 and December 31, 2006, there remains $95,000 and $65,000
respectively unpaid and included in accounts payable and accrued expenses
arising from this sublease agreement.


                                      F-18
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE L - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

In February 1, 2005, the Company entered into a sublease agreement with a
related party for office space and overhead expenses on month to month basis at
$5,000 per month. Total lease rental expense for the six months ended June 30,
2007 and 2006, was $30,000.

Employment and Consulting Agreements

As of June 30, 2007, the efforts of the Company's named executive officers,
directors and key personnel have been primarily for no, nominal and/or deferred
compensation. On February 7, 2006, FIIC executed a written consulting agreement
with Chief Executive Officer, James France, documenting his consulting
arrangement and confirming the continuance of such arrangement until such time
as the Company has sufficient funds to formalize the terms of and execute an
employment agreement with Mr. France. The Company intends to enter formal
employment agreements with all of its executive officers and key personnel as it
seeks to license and launch its insurance operations.

The Company has consulting agreements with outside contractors to provide
certain marketing and financial advisory services. The Agreements are generally
for a term of 12 months from inception and renewable automatically from year to
year unless either the Company or Consultant terminates such engagement by
written notice.

Litigation

The Company may be subject to legal proceedings and claims which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity. The Company had no pending legal proceedings
or claims as of June 30, 2007.

NOTE M - GUARANTY AGREEMENT

Between April 17 and April 20, 2007, the Company entered into a Guaranty
Agreement providing an aggregate of $2,000,000 in a standby Guaranty for nine
(9) months after the Company completes its licensing activity. The Guaranty is
convertible, at the holders option, into a promissory note with interest at
Prime Rate plus 4% per annum with principal and interest due six (6) months from
date of conversion.

As part of the issuance costs, the Company issued 500,000 shares of its common
stock.

NOTE N - SUBSEQUENT EVENTS

In July 2007, the Company began offering a private placement of its common stock
at a gross sales price of $0.25 per share for a maximum of 6,000,000 shares. The
proceeds of which to be held in escrow until a) a minimum of $1,500,000 in
proceeds as been received and b) the Company enters into a $2,000,000 nine month
personal guaranty of an existing shareholder for 500,000 shares of common stock
and 500,000 warrants to purchase the Company's common stock at $0.20 per share
for five years. The Company completed the personal guaranty with the issuance of
the 500,000 shares of its common stock only. As of August 19, 2007, the Company
has in escrow $550,000 relating to the private placement.


                                      F-19
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

This 10-QSB contains forward-looking statements. Our actual results could differ
materially from those set forth as a result of general economic conditions and
changes in the assumptions used in making such forward-looking statements. The
following discussion and analysis of our financial condition and results of
operations should be read together with the audited consolidated financial
statements and accompanying notes and the other financial information appearing
else where in this report. The analysis set forth below is provided pursuant to
applicable Securities and Exchange Commission regulations and is not intended to
serve as a basis for projections of future events. Refer also to "Cautionary
Note Regarding Forward Looking Statements" and "Updates to Risk Factors" below.

The following discussion of our financial condition and results of operations as
of June 30, 2007 should be read in conjunction with our financial statements and
the related notes as provided under Item 1. With respect to the discussion
within this Item 2, the terms "FIIC," "we," "us," and "our" refer to FIIC, Inc.
and FIIC Holdings, Inc.

Cautionary Note About Forward-Looking Statements

The information contained in this Report includes some statements that are not
purely historical and that are "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act, and as
such, may involve risks and uncertainties. These forward-looking statements
relate to, among other things, expectations of the business environment in which
we operate, perceived opportunities in the market and statements regarding our
mission and vision. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. You can
generally identify forward-looking statements as statements containing the words
"anticipates," "believes," "continue," "could," "estimates," "expects,"
"intends," "may," "might," "plans," "possible," "potential," "predicts,"
"projects," "seeks," "should," "will," "would" and similar expressions, or the
negatives of such terms, but the absence of these words does not mean that a
statement is not forward-looking. For example, our forward-looking statements
may include statements regarding:

o     the possible effect of inflation, changes in interest rates and other
      economic changes on our costs, including the possible effect of future
      changes in operating costs and capital expenditures;

o     competitive developments, including announcements by competitors of new
      products or services or significant contracts, acquisitions, strategic
      partnerships, joint ventures or capital commitments;

o     this being a start-up situation, the timing of cash requirements, our
      ability to fund our proposed Regulatory Reserves working capital and
      Operations working capital requirements and our projected profitability;

o     our ability to protect our intellectual property, including maintaining
      our exclusive license to use the FIIC Underwriting Data and Standards;

o     our ability to obtain all necessary government certifications and/or
      licenses to conduct our insurance business, and the cost of complying with
      current and future governmental regulations;

o     market acceptance of our products and services;

o     the accuracy of our underwriting model;

o     variations in quarterly operating results;

o     the depth and liquidity of the market for our common stock;

o     the timing and size of any future offerings of our securities; and


                                       2
<PAGE>

o     general economic and other national conditions.

For a discussion of the risks, uncertainties, and assumptions that could affect
our future events, developments or results, you should carefully review the
"Risk Factors" set forth under "Item 1. Description of Business," in our Annual
Report on Form 10-KSB for the year ended December 31, 2006, as filed with the
SEC on May 17, 2007, and "Updates to Risk Factors," below. In light of these
risks, uncertainties and assumptions, the future events, developments or results
described by our forward-looking statements herein could turn to be materially
different from those we discuss or imply.

Overview

Since our incorporation in January 2005, we have generated no revenue and have
had only start-up operations. Upon receipt of the necessary governmental
approvals and licenses and establishment of its planned insurance subsidiaries,
we plan to introduce an insurance product to insure third-party investors in new
and existing businesses which meet its underwriting criteria. These planned
insurance subsidiaries include: FIIC Risk Retention Group ("FIIC RRG"), to
underwrite and issue insurance policies; Federated Insurance Captive, an agency
captive insurance company providing reinsurance ("FIC"); and Federated Group
Agency ("FGA"), a master group agency providing operational services. We
anticipate receipt of the necessary licenses from the Washington, D.C.
Department of Insurance, Securities and Banking ("D.C. DISB") and from one
state, likely Ohio, during the second half of 2007; receipt of such licenses has
been delayed due to limited cash flow, the time and expense needed to complete
the Merger and subsequent restatement of our financial statements as of December
31, 2005. Until such time, all start-up costs, such as the Regulatory Reserves
requirements and initial Operations working capital for establishment of these
entities, any operational expenses, and other requirements will be funded by a
combination of debt and equity financing and continued through June 30, 2007.

Plan of Operation

Since our inception we have dedicated our efforts to implementation of a
start-up plan intended to secure the financing, governmental approvals, and
management team necessary for launch of our planned insurance operations. The
key components of this plan are the execution of a license arrangement for use
of the FIIC Database Content and Technology upon which FIIC's underwriting and
marketing functions will rely, completion of a merger with a public company, the
completion of bridge financing and private placement through AIS Financial,
Inc., and the formation and licensing of FIIC's planned insurance entities. If
we are able to complete these steps in the second half 2007, we would be enabled
to launch our insurance operations and to generate initial revenues late in the
second half of 2007. However, there are many factors that may influence our
ability to achieve this timeline, as discussed in detail in the "Risk Factors"
included in our Annual Report on Form 10-KSB for the years ended December 31,
2006 and December 31, 2005 and the "Updates to Risk Factors" below.

Start-Up Plan

      Licensing of FIIC Database Content and Technology

On March 17, 2005, FIIC entered into a Database Access and Content License,
Hosting and Support Agreement with FIIC Research and Development, LLC ("FIIC
LLC"); the parties amended this agreement on November 7, 2005, in relation to
the receipt of certain bridge financing from Oceanus Value Fund, L.P. (the
"Bridge Financing"). FIIC LLC developed the FIIC Database Content and
Technology, including an extensive database of insurance underwriting data and
standards for use in connection with insurance policies that insure investors
against the risk of the loss of capital in certain business entities,
specially-designed supporting software applications, and technology and
database-specific workflow definitions, decision processes and models for
managing such applications and utilizing the database and its contents. The
license agreement provides us an exclusive and perpetual license to access and


                                       3
<PAGE>

use the FIIC Database Content and Technology to obtain the underwriting data,
standards and other information for the purpose of underwriting its Investor
Protection policies. We also have the right to grant nonexclusive sublicenses to
third parties involved in underwriting Investor Protection policies, while FIIC
LLC is obligated to continue to host, maintain and augment the FIIC Database
Content and Technology. In consideration for the license, FIIC issued to FIIC
LLC 9,792,000 shares of its common stock, 5- year warrants to purchase 1,808,307
shares of its common stock at an exercise price of $0.87 per share and became
obligated to pay a $100,000 fee. In April 2006, the Company issued 127,000
shares to a current director and shareholder valued at $0.001 per share, to
correct a mathematical error in the calculation of shares owed to this
individual as a member of FIIC Research & Development LLC pursuant to that
license agreement. The total licensing fee of $109,919 was expensed prior to
June 30, 2006, but $6,095 of the balance remained payable to FIIC LLC as of June
30, 2007.

      Merger with a Public Company

The completion of the merger with Nicklebys.com, Inc. on February 28, 2006
satisfied the second aspect of our start-up plan. Our management believed that
becoming a public company would afford increased market liquidity and enhanced
access to the capital markets, allowing us to better manage and satisfy our
significant funding requirements during the start-up and initial operational
period. Further, management believes that our status as a public company will
enable us to make further acquisitions of assets or businesses in support of the
intended long-term growth of our insurance business using our securities as
consideration and will offer a competitive advantage when competing with other
parties in the marketplace for such acquisitions. In addition, becoming a public
company has provided us with increased visibility in the financial and insurance
communities within a short timeframe and is providing increased transparency for
our initial investors and customers. Although the merger cost us approximately
$301,200 in legal, accounting and other related expenses beyond the merger
consideration itself, including all closing costs, our management believes that
we have had greater access to funding sources for our start-up activities based
on our becoming a public company, and that we will continue to reap the benefits
in the near future.

      Bridge Financing and Private Placement

We engaged in a Bridge Financing and planned a Private Placement through AIS
Financial, Inc., as described below, to provide the initial funds necessary to
establish the working capital reserves with the D.C. DISB in conjunction with
the formation and licensing of our planned insurance entities. Although we
received funding from the Bridge Financing, we have ultimately not relied on
this transaction to fund our operational activities as originally anticipated.
However, we continue to anticipate receipt of significant funding from the
planned currently active Private Placement. An escrow agreement was entered into
with City National Bank and currently $550,000 has been received out of a
planned $1.5 million current offering. In September 30, 2006, we estimate that
the Bridge Financing, as amended, cost us approximately $120,000 in legal,
accounting, consulting and other related fees and expenses. Beginning in May
2007 we entered into additional bridge loans totaling $210,000. In addition, we
anticipate that the Private Placement will cost us approximately $250,000 in
such expenses and commissions.

      Bridge Financing

In August 2005, FIIC, Inc. entered a consulting agreement with Bridgewater
Capital Corporation ("Bridgewater") for general business advisory and consulting
services, including assisting FIIC, Inc. to locate and secure bridge financing.
Subsequently, Bridgewater introduced FIIC, Inc. to Oceanus Value Fund, L.P.
("Oceanus") and assisted in bridge financing negotiations. In November 2005,
FIIC, Inc. executed a note purchase agreement with Oceanus under which it issued
a $350,000 Senior Secured Promissory Note bearing annual interest at 12%. On
February 28, 2006, concurrent with the closing of the Merger, we entered into a
securities purchase agreement with Oceanus, pursuant to which we issued a
$350,000 Senior Secured Convertible Promissory Note bearing annual interest at
12% and a warrant to purchase 890,995 shares of the Registrant's common stock,
in exchange for the senior secured note previously issued to FIIC, Inc. in
November 2005. We refer collectively to the issuance of these notes and warrants
as the Bridge Financing. Immediately subsequent to execution of the securities
purchase agreement and the issuance of the senior secured convertible note in
February 2006, the parties also executed an amendment to the securities purchase
agreement, extending the term of the convertible note to May 29, 2006, providing
for partial repayment of the note and releasing certain pledge agreements
entered into in support of the note. On September 1, 2006, the parties executed
a second amendment to the securities purchase agreement and convertible note,
further extending the maturity date of the convertible note to September 30,
2006. The other terms and conditions of the note and the security and guaranty


                                       4
<PAGE>

associated with it are described in greater detail in our Current Report on Form
8-K/A filed on June 6, 2006 with the SEC. As of May 8, 2007, we had not paid the
pending principal balance of $92,000 or accrued interest of $9,255.45 and were
in default, an extension was entered into amended Oceanus Note to July 10, 2007,
in consideration of a warrant exercise price reduction to $.05. Previously, on
November 1, 2006, we executed a further amendment to the securities purchase
agreement convertible extending the term of the convertible note to December 31,
2006.

      Private Placement

As previously described in our Current Report on Form 8-K/A filed on June 6,
2006 with the SEC, we had engaged a placement agent in connection with a planned
private placement (the "Private Placement") of our common stock. Although
originally intended to be conducted concurrent with the merger process, FIIC
only recently launched the Private Placement due to ongoing negotiations with
the Placement Agent. When completed, we anticipate that the net proceeds from
the Private Placement will be used to repay some outstanding short-term debt and
to fund the Regulatory Reserves working capital and Operations working capital
required to obtain a license from the Washington, D.C. Department of Insurance,
Securities and Banking, in support of our planned application to establish a
Risk Retention Group, or RRG. We must successfully establish an RRG and obtain a
license for the RRG before launching our insurance operations. Funds received
beyond those needed to repay debt and fund the Regulatory Reserves working
capital, if any, will be used for general corporate purposes, including general
and necessary operations working capital, marketing and expanding our technical
employee base.

THIS QUARTERLY REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES
SOLD IN THE PRIVATE PLACEMENT WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION.

      Establishment and Licensing of Insurance Entities

Our revenue model primarily depends on its use and management of the FIIC
Underwriting Data and Standards, as licensed from FIIC LLC, in support of the
sale of Investor Protection insurance policies through FIIC RRG, with
reinsurance and operational support provided by FIC and FGA, respectively.
However, we are unable to launch our planned insurance operations and therefore
cannot generate any operational revenues until these insurance entities are
formed and licensed as required by the D.C. DISB. The key items required to
complete this stage of FIIC's start-up plan are the completion and submission of
the licensing application and the funding of the required Regulatory Reserves
and Operations working capital. We are in the process of preparing the
application for the establishment and licensing of the three entities; initial
drafts of the feasibility studies required by the applications were completed in
October 2006. Further, the D.C. DISB requires a company to maintain one dollar
in working capital on reserve for every $2.00 of insurance premium to be written
prior to the establishment and licensing of a RRG. In support of FIIC RRG, FIIC
will provide an initial Regulatory Reserve of $100,000 cash and an additional
$400,000 pursuant to a FIIC, Inc. Surplus Note to satisfy the funding
requirements. In support of FIC, FIIC will provide an initial Regulatory Reserve
of $100,000 cash and an additional $300,000 pursuant to a FIIC, Inc. Surplus
Note to satisfy the funding requirements. It is estimated that each Surplus Note
would be repaid over a five-year period and may not begin until operations year
two, subject to the approval of the D.C. DISB. However, due to recent and
ongoing reviews by the D.C. DISB and other regulators of the surplus levels of
various RRGs, the D.C. DISB may require even greater surplus levels at its
discretion. FIIC applied a portion of the funding received from its May 2006
issuance of convertible notes in a private transaction towards the required
actuarial feasibility studies, which were completed in October 2006. However, we
do not anticipate filing the completed application until FIIC has the necessary
capital to fund the required Regulatory Reserves and Operations needs, likely
upon receipt of the Private Placement net proceeds supplemented if necessary
from other sources to a combined net of $2,000,000. Once the application is
filed, we expect the operating structure for the three new insurance entities to
be formally established and licensed within 90-120 days, including the licensing
of FIIC RRG and FIC in the District of Columbia and at least one state, likely
Ohio.


                                       5
<PAGE>

      Capital Resources and Liquidity

To date, we have primarily obtained financing for our Merger and other aspects
of the Plan of Operation presented above via debt financing. Most recently, in
May 2007, we borrowed $150,000 of funds from an existing shareholder via a
convertible note. As of June 30, 2007, we owe $75,000 in principal under demand
notes from certain stockholders and another $1,370,000 in principal under
convertible notes, as compared to $39,000 in demand notes as of March 31, 2007.
We anticipate that additional funds will become available to FIIC in subsequent
debt financings and through the planned Private Placement, to fund our planned
launch and growth of operations over the coming twelve months.

As of June 30, 2007, we had cash and cash equivalents and restricted cash of
$196 and current liabilities of $2,636,585 as compared to cash and cash
equivalents of $89,519 and current liabilities of $1,742,923 as of June 30,
2006. As of June 30, 2007, we had an accumulated operating deficit of
$5,687,116, as compared to the accumulated operating deficit of $3,344,306 as of
June 30, 2006. This deficit has continued to increase in the subsequent months,
and will continue to do so at least until our insurance entities become fully
licensed and operational. Subsequent to December 31, 2006 the registrant has
commenced a Private Placement for $1,500,000 of its common stock and entered in
to a Standby $2,000,000 Guaranty. The proceeds from the PPM and the Guaranty
will be used to meet its working capital and licensing requirements.

Use of Available Funds

We believe that if we can successfully launch and complete a Private Placement,
or complete an equivalent round of financing, prior to the end of the fiscal
year, our current capital resources will be sufficient to cover all startup
costs, Regulatory Reserves requirements and operating expenses for twelve
months, including the anticipated initial six months of its insurance
operations. While we have raised capital to meet our working capital and
financing needs in the past, additional financing is required in order to meet
our current and projected cash flow deficits from operations and development. We
are seeking financing, which may take the form of debt, convertible debt or
equity, in order to provide all necessary working capital. There is no guarantee
that we will be successful in raising the funds required. FIIC currently
anticipates allocating its capital resources as follows:

      Debt Repayment

To the extent possible, we will defer repayment of all outstanding debt
obligations until receipt of net proceeds from either the planned Private
Placement or an equivalent round of financing. To the extent some amount of
principal or interest is to be repaid prior to such financing, we are relying on
the net proceeds from our recent convertible note issuances. Our management
believes that a majority, if not all, of our currently outstanding convertible
notes as of June 30, 2007, in the aggregate principal amount of $1,262,000 will
convert into equity upon maturity and thus not require repayment; if such
conversion were to occur we would issue over time at least 2,693,538 shares of
our common stock, not including any shares issuable upon conversion of accrued
interest.

For the three months ended June 30, 2007, net interest expense related to
outstanding debt was $180,188, as compared to $114,844 for three month period
ending June 30, 2006.

      Entity Financing

As noted above, we intend to fund the working capital Regulatory Reserves of
FIIC RRG and FIC in the amounts of $500,000 and $400,000, respectively, from the
anticipated net proceeds of the Private Placement. However, due to recent and
ongoing reviews by the D.C. DISB and other regulators of the surplus levels of
various RRGs, the D.C. DISB may require even greater reserve levels at its
discretion. In addition, FIIC intends to provide FIIC RRG and FIC each with
approximately $50,000 for formation and associated initial start-ups costs. FIIC
also intends to provide FGA with initial Operations working capital of $529,500,
to fund its services in support of FIIC RRG and FIC, including regulatory
reporting, backroom operations, underwriting, claims and accounting. The
management agreement between FGA and each of the other insurance entities will
detail which vendors and suppliers will be responsible for reinsurance support,
legal services, accounting services, actuarial support, and other services


                                       6
<PAGE>

beyond the abilities of FGA's own personnel. FIIC anticipates that FGA's
operational expenses for the first six months of its management agreement with
FIIC RRG and FIC will total approximately $270,000. Subject to this agreement,
FIIC RRG and FIC will provide certain management fees to FGA for its services,
but the initial grant of working capital will cover FGA's start-up costs and
ensure its ability to meet its contractual and regulatory obligations until such
time as the insurance operations are fully functional. Subsequent to December
31, 2006 the registrant has commenced a Private Placement for $1,500,000 of its
common stock. The proceeds will be used to meet its working capital and
licensing requirements.

      Operating Expenses

Any funds received beyond those needed to repay debt, fund the regulatory
working capital Regulatory Reserves and provide the insurance entities with
initial Operations working capital will be used for our general corporate
purposes, including initial product development, marketing and employee costs.
Within the next twelve months, including the anticipated initial six months of
its revenue-producing insurance operations, we anticipate spending up to $50,000
on intellectual property rights and product development costs, including payment
of the $6,095 owed to FIIC LLC under the license agreement for the FIIC Database
Content and Technology, $12,000 on Dun & Bradstreet information fees, $1,000 on
web services and support and $30,000 on the part-time employment of an
information technology specialist. During this period, we also anticipate
incurring up to $93,000 in legal expenses relating to the launch of its
operations and general corporate governance and $150,000 in audit-related
expenses. We also plan to spend up to $40,000 towards market development in the
next twelve months, including designing and placing its advertising on-line and
developing other sales tools. Other anticipated operating expenses during this
initial period include payment of $198,000 in accrued consulting fees, $25,000
to reinstate Fair Isaac and back office technology, approximately $60,000 in
overhead expenses such as copy, fax and phone charges and basic travel expenses,
and additional funds, as available, towards reducing our accumulated deficit.
There are no plans nor is there any necessity to purchase any significant
equipment, beyond basic office computers and related technology.

Within the first six months of the launch of our insurance operations, we will
rely on our executive officers, supported by independent consultants, to fulfill
all operational functions. We do anticipate hiring additional part-time or
full-time employees as we work toward the operational benchmark of 100 policies
sold, although part-time consultants may be used during this period. Accrued
consulting fees will be, on an individual basis and dependent upon available
funds, paid by a combination of stock and cash. We will initiate payment of
executive salaries as we process the formal Registration and Lincensure of the
planned insurance subsidiaries full licensure for operations and when each
individual executes an employment agreement.

For the three months ending June 30, 2007, our total operating expenses were
$503,763, as compared to $349,084 for three month period ending June 30, 2006.
Operating expenses for the three months ending June 30, 2007, consisted of
$502,827 of general and administrative expenses and $937 of depreciation. The
period-to-period decrease reflects our initial start-up costs and costs
associated with the launch of the merger process. We anticipate that general and
administrative expenses will grow in coming periods as we establish our
operating entities and launch our operations. During the three month period
ending June 30, 2007, we incurred other (non-operating) expenses of $264,633, as
compared to $322,939 of other expenses for the three months ending June 30,
2006. Interest expense was $180,188 and $114,844 and debt issuance costs were
$84,445 and $208,095 for the three months ending June 30, 2007 and 2006
respectively.

      Launch of Revenue-Producing Insurance Operations

Upon launch of our insurance operations, we anticipate generating revenues
primarily from the sale of our Investor Protection insurance policies. In the
initial six months of our insurance operations, we project issuing 17 policies.
If these are written at a maximum total investment per business of $250,000,
generating an average premium of ten percent (10%) , then $425,000 gross
premiums revenue would be generated in this initial operational period. Based on
our management's analysis of new business starts in the Ohio area, its initial
target market, we believe that this level of performance represents a projected
market penetration of about 0.23%. Further, we will generate related revenues
from a $50 fee per application, regardless of the number of resulting policies
issued.


                                       7
<PAGE>

We anticipate receipt of 27 applications within initial six months of
operations, generating gross application fee revenues of approximately $1,350.
We anticipate that actual premium rates will range from 8 to 18 percent based on
the risk group of the subject business per the FIIC Underwriting Data and
Standards, and that eventually the application fee may also become variable. We
also believe that beginning in year two of its operations overall average
premium rates may slightly decline, reflecting lower rates for renewals, the
potential impact of competition, and any actual claims experiences. We believe
that FIIC may be able to write up to 2,000 policies per year in our initial
target geographic markets, but continue to project revenues and expenses on a
significantly more conservative basis, since it is unknown how quickly the
concept of the Investor Protection policy will penetrate the market and how
swiftly competition may absorb some of the potential market.

Since the funds in the Regulatory Reserves working capital cannot be used to
fund operations, we may also need additional capital to continue to adequately
grow its business post-launch of its insurance operations. The amount of
additional capital we may need to raise through public or private equity or debt
financings over the next few years will depend on many factors, including:

o     market acceptance and the growth rate of demand, if any, for our Investor
      Protection policies;

o     the lead time required to execute and generate a revenue stream from
      customer contracts;

o     changes in the size of the required working capital reserve or other
      regulatory requirements;

o     availability of opportunities for strategic acquisition of other companies
      with technology, resources, customers or know-how that will further the
      growth of our insurance business; and

o     the accuracy of our projections regarding its operating costs, including
      the costs of regulatory compliance, personnel, legal and accounting costs
      and the cost of funds.

We cannot be certain that additional sources of liquidity will be available when
needed in the future and that our actual cash requirements will not be greater
than anticipated. If financing is not available when needed on favorable terms,
we will evaluate whether to scale back further development of FIIC's insurance
products and services, to limit our marketing activities, to sell some or all of
our technology, intellectual property or assets, to merge with another entity,
or to terminate our operations.

Product Research and Development

We do not anticipate undertaking any research and development activities during
the next twelve months, other than any remaining efforts in support of the
launch of our Investor Protection Policy.

Acquisition of Plant and Equipment and Other Assets

We do not acquire or dispose of any material property, plant or equipment. We do
not anticipate the acquisition of any material property, plant or equipment
during the next 12 months.


                                        8
<PAGE>

Off-Balance Sheet Arrangements

As of June 30, 2007, we did not have any off-balance sheet arrangements.

Inflation

In the opinion of management, inflation has not had a material effect on the
operations of the Company.

Employees

As of June 30, 2007, the efforts of FIIC's named executive officers, independent
outside directors and key personnel have been primarily for no, nominal and/or
deferred compensation. Prior to February 7, 2006, we had not entered any
employment or other long-term compensation agreements with our executive
officers or other key personnel. We intend to enter formal employment agreements
with all of our executive officers and key personnel as we formally process
licensure and launch our insurance operations. However, on February 7, 2006,
FIIC, Inc. executed a written consulting agreement with Jim France documenting
his consulting arrangement and confirming the continuance of such arrangement
until such time as FIIC, Inc. had sufficient funds to formalize the terms of and
execute an employment agreement with Mr. France; FIIC Holdings, Inc. assumed
this consulting arrangement as a result of the merger process. It is anticipated
that the terms of all FIIC employment agreements with its officers will provide
for cash and equity compensation at an appropriate level for a start-up company,
but also recognize the professional experience and forms of expertise each
individual brings to FIIC's business. It is also anticipated that employment
agreements with officers and other key personnel will include provisions setting
forth any severance arrangements, as well as confidentiality and non-competition
clauses.

In order for us to attract and retain quality personnel, we anticipate we will
have to offer competitive salaries to future employees. We anticipate that it
may become desirable to add full and or part time employees to discharge certain
critical functions during the next 12 months. These positions include a senior
insurance underwriter, credit analyst, financial analyst, additional financial
officers and a claims manager. This projected increase in personnel is dependent
upon our ability to generate revenues and obtain sources of financing. There is
no guarantee that we will be successful in raising the funds required or
generating revenues sufficient to fund the projected increase in the number of
employees.

Recent Accounting Pronouncements

We have adopted all relevant recently issued accounting pronouncements; for
additional details see the notes to our unaudited condensed consolidated
financial statements under Item 1. The adoption of the accounting pronouncements
is not anticipated to have a material effect on our operations.

Updates to Risk Factors

Any investment in our common stock involves a high degree of risk. Investors
should carefully consider the risks described below and all of the information
contained in the Company's Annual Report on Form 10-KSB, as filed May 17, 2007,
before engaging in transactions in the Company's common stock. The Company's
business, financial condition or results of operations could be materially
adversely affected by these risks if any of them actually occur. The trading
price of the Company's common stock could decline due to any of these risks, and
an investor may lose all or part of his investment.


                                        9
<PAGE>

Some of these factors have affected the Company's financial condition and
operating results in the past or are currently affecting the Company. This
Quarterly Report on Form 10-QSB also contains forward-looking statements that
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including the risks faced by the Company described
below and in the Annual Report on Form 10-KSB. With respect to this discussion,
the terms "FIIC," "the Company," "we," and "our" refer to FIIC Holdings, Inc.
and its wholly-owned subsidiary FIIC, Inc.

Risks Related to Our Operations

We have no operating history, expect to initially incur losses and cannot assure
you that we will achieve profitability.

We have not yet launched our insurance operations and thus we have not generated
any revenues from sales of Investor Protection or other insurance policies, or
sublicenses of the FIIC Database Content and Technology. We have incurred
significant expense to obtain an exclusive, perpetual license and hosting and
support agreement allowing use and providing for maintenance of the FIIC
Database Content and Technology, including the FIIC Underwriting Data and
Standards. We continue to incur substantial costs to establish our insurance
entities and to gain all necessary governmental licenses and certifications to
conduct our insurance business. We expect that our expenses will continue to
increase as we launch our insurance products and services, due to increased
marketing expenses as we seek to develop customer relationships and maintain
existing relationships with our business and technology resources. We also
anticipate that we will incur costs to establish and/or improve our financial
and disclosure controls, expand and train our workforce and to maintain
regulatory compliance as our insurance underwriting grows.

As of June 30, 2007, we had an accumulated deficit of approximately $5,687,116.
We expect to continue to incur losses over at least the next year, and the
amount of future losses is uncertain. Our ability to generate revenue and become
profitable will depend on obtaining and maintaining regulatory approvals in the
U.S., achieving market acceptance for our Investor Protection policies and
related services and successfully executing our business plan. Sales of our
Investor Protection policies cannot begin until our insurance entities receive
all necessary regulatory approvals. If we fail to generate significant revenues
from commercial sales of such investor protection policies, fail to obtain
necessary regulatory approvals, or if revenues fail to grow at a pace rapid
enough to offset anticipated increases in expenses, we may never achieve
profitability.

Any change in our relationship with the exclusive licensor of the FIIC Database
Content and Technology, which we will use to sell and underwrite its policies,
could prevent us from accurately assessing potential insureds' risk profiles
when issuing policies and from writing policies in a timely manner, thereby
reducing our future revenues or increasing our costs.

We rely on a Database Access Content License, Hosting and Support Agreement with
FIIC LLC to access the FIIC Underwriting Data and Standards used to underwrite
our Investor Protection policies. Under this agreement, we have exclusive,
perpetual, worldwide rights to access the FIIC Database Content and Technology
via FIIC LLC's proprietary technology and to use it to underwrite and sell
Investor Protection policies. However, these exclusive rights may be terminate
or may be terminated if we breach the terms of the license agreements and fail
to cure the breach.

Our reliance on this license subjects us to various risks that could harm our
business, including:

o     reliance on FIIC LLC to maintain the FIIC Database Content and Technology
      and provide adequate support services if and when we encounter a problem;

o     reliance on FIIC LLC to ensure the security of the FIIC Database Content
      and Technology Data and Standards from our competitors;


                                       10
<PAGE>

o     the possibility that FIIC LLC may not be able to obtain adequate
      information from its third-party sources in a timely manner or on
      commercially reasonable terms; and

o     that we may have difficulty locating an alternative set of applicable
      underwriting data and standards and similar user interface, if available
      at all, should FIIC LLC breach the terms of the license agreement or
      become unable to fulfill its obligations.

Disruption or termination of our agreement with FIIC LLC could delay or suspend
our overall efforts to create a market for our Investor Protection policies. The
loss of the license or FIIC LLC's failure to maintain the licensed technology
and data could require us to cease providing products or services using such
licensed technology, which would likely result in a significant loss of revenue
for our business. In consideration for the license, we issued to shares of our
common stock, 5-year warrants to purchase shares of our common stock and became
obligated to pay a $100,000 cash fee. As of June 30, 2006, the entire licensing
fee had been expensed, but as of June 30, 2007 we still owe FIIC LLC $6,095.

Risks Relating to Regulatory Requirements

Our planned insurance entities all require certain licensing and/or
certifications from certain government agencies, without which they will be
unable to operate and unable to generate revenues.

We cannot assure you that we will be able to obtain the regulatory approvals
necessary for the establishment and operation of our planned insurance entities
on a timely basis, if at all. Any delays in receipt or failure to receive such
clearances or approvals, the loss or impairment of previously received
clearances or approvals, or failure to comply with existing or future regulatory
requirements would have a material adverse effect on our business, prospects,
financial condition and results of operations. We cannot assure you that we will
be able to maintain compliance with all regulatory requirements over time.
Changes in existing laws, regulations or policies and the adoption of new laws,
regulations or policies could prevent us from, or could affect the timing of,
achieving compliance with regulatory requirements, including current and future
regulatory approvals, where necessary.

We may be subject to increased regulation regarding the use of personal
information received from investors.

Use of certain data collected from investors may be subject to regulation by
various federal, state and local regulatory authorities. Compliance with
existing federal, state and local laws and regulations in the United States
designed to protect the public from the misuse of personal information in the
marketplace and adverse publicity or potential litigation concerning the
commercial use of such information may increasingly affect our operations,
including the sharing of such information with FIIC LLC pursuant to the license
agreement for maintenance of the FIIC Database Content and Technology, and could
result in substantial expense for regulatory compliance, limitations on access
to important information, litigation expense and a loss of revenue. Furthermore,
investors may become less willing to provide personal information over time as
other companies' failures to adequately protect customer personal information
become publicized.

If we fail to maintain effective internal controls over financial reporting, we
may be subject to litigation and/or costly remediation and the price of our
common stock may be adversely affected.

As a private company, FIIC, Inc. did not previously have to report on its
disclosure controls and procedures or its internal controls over financial
reporting, and as a developing company is only in the process of implementing
formal procedures intended to satisfy the requirements of Section 404 and other
related provisions of the Sarbanes-Oxley Act of 2002. However, beginning with
our fiscal year ending December 31, 2007, we will have to fully comply with
these requirements. Failure to establish the required controls or procedures, or
any failure of those controls or procedures once established, could adversely
impact our public disclosures regarding our business, financial condition or
results of operations. Upon review of the required internal controls over
financial reporting and disclosure controls and procedures, our management


                                       11
<PAGE>

and/or our auditors may identify material weaknesses and/or significant
deficiencies that need to be addressed. Any actual or perceived weaknesses or
conditions that need to be addressed in our internal controls over financial
reporting, disclosure of management's assessment of our internal controls over
financial reporting or disclosure of our public accounting firm's attestation to
or report on management's assessment of our internal controls over financial
reporting could have an adverse impact on the price of our common stock and may
lead to claims against us.

Risks Related to FIIC's Capital Structure

Our capital needs are uncertain and we will likely need to raise additional
funds, which may not be available on favorable terms, if at all, thereby
potentially disrupting the initial growth of our insurance business and our
ability to generate revenue.

We believe that we will have sufficient cash and cash equivalents to meet
projected operating requirements for approximately the next 12 months upon
completion of either the planned Private Placement or an equivalent round of
financing. Since we did not complete the Private Placement within the third
quarter, or to date have failed to raise the net proceeds sought, we will need
to seek additional funds from public and private stock offerings, borrowings
under credit lines or other sources as we continue to plan the Private Placement
because, pursuant to district and federal insurance law, the Washington, D.C.
Department of Insurance, Securities and Banking ("D.C. DISB"), requires a
company to maintain one dollar in working capital on reserve for every $2.00 of
insurance premium to be written prior to the establishment and licensing of a
risk retention group, or RRG. We are in the process of preparing an application
for the establishment and licensing of an RRG for submission to the D.C. DISB,
pending the funding of necessary working capital reserve. We anticipate filing
of the complete application by mid 2007. If we are unable to fund or
successfully complete the required study or the minimum working capital reserve,
then it will be unable to launch its operations. Since the funds in the working
capital reserve cannot be used to fund operations, we may also need additional
capital to continue to grow our business in keeping with market demand if early
product sales are steady.

The amount of additional capital we may need to raise through public or private
equity or debt financings over the next few years will depend on many factors,
including:

o     market acceptance and the growth rate of demand, if any, for our Investor
      Protection policies;

o     the lead time required to execute and generate a revenue stream from
      customer contracts;

o     changes in the size of the required working capital reserve or other
      regulatory requirements;

o     availability of opportunities for strategic acquisition of other companies
      with technology, resources, customers or know-how that will further the
      growth of our insurance business; and

o     the accuracy of our projections regarding our operating costs, including
      the costs of regulatory compliance, personnel, legal and accounting costs
      and the cost of funds.

We cannot be certain that additional sources of liquidity will be available when
needed in the future and that our actual cash requirements will not be greater
than anticipated. If we require additional capital at a time when investment in
insurance companies or in the financial services market in general is limited
due to the then prevailing market or other conditions, we may not be able to
raise such funds at the time that we desire or any time thereafter. If we are
unable to obtain this financing on terms favorable to us, we may be unable to
execute our long-term business plan and may be required to scale back further
development of our insurance products and services, to limit our marketing
activities, to sell some or all of our technology, intellectual property or
assets, to merge with another entity, or terminate our operations.


                                       12
<PAGE>

If we are unable to meet our obligations resulting from the Bridge Financing,
certain relationships key to the potential success of our business could be
disrupted.

As a result of the Bridge Financing, as defined and discussed in detail under
"Bridge Financing and Private Placement" under Item 2 herein, Oceanus holds a
senior secured convertible promissory note convertible into shares of our common
stock at any time (the "Oceanus Note"), including accrued and unpaid interest,
and a warrant to purchase additional shares of our common stock. Immediately
subsequent to execution of the securities purchase agreement and the Oceanus
note, the parties executed an amendment to the securities purchase agreement,
extending the term of the Oceanus Note, providing for partial repayment of the
Oceanus Note and releasing certain pledge agreements entered into in support of
the Oceanus Note. On September 1, 2006, the parties executed a second amendment
to the securities purchase agreement and convertible note, further extending the
maturity date of the convertible note to September 30, 2006. As of June 30,
2007, we were in default on the amended Oceanus Note, as we had not paid the
pending principal balance of $92,000, nor accrued interest of $14,730. On
November 1, 2006, we executed a further amendment to the securities purchase
agreement convertible extending the term of the convertible note to December 31,
2006.

In support of the Oceanus Note, we executed a security agreement in favor of the
note holder, pledging all of our existing and hereafter acquired assets,
including our license for the FIIC Database Content and Technology, as security
for the Oceanus Note, and FIIC, Inc. also provided a subsidiary guaranty. In
addition, our Chief Executive Officer, President and director, James France, has
executed a pledge agreement guarantying our obligations under the convertible
note with an aggregate 571,000 shares of his common stock. Because we have not
fulfilled our payment obligations under the convertible note, if the note holder
chooses not to convert the Oceanus Note to alternatively satisfy such
obligations, under the pledge agreements the note holder would be entitled to
the pledged shares. Although the note holder could not obtain control of the
Company upon receipt of the pledged shares and exercise of our warrant to
purchase common stock, the note holder would obtain a more significant stake in
FIIC. Further, upon enforcement of the pledge agreement, Mr. France would lose
all of his current holdings of our common stock, and thus may be less likely to
exercise his outstanding warrants to re-establish an ownership position and/or
may be less inclined to serve in leadership positions. Finally, if the note
holder seeks to exert control over the rights to the FIIC Database Content and
Technology on which our business model relies, the note holder could disrupt our
business to the detriment of our results of operations and our other
stockholders.


Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report on Form 10-QSB, our Chief
Executive Officer performed an evaluation of the effectiveness of our disclosure
 controls and procedures as defined in Rule
13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation,
our Chief Executive Officer concluded that as of the end of the period covered
by this report on Form 10-QSB, our disclosure controls and procedures were
effective in timely recording, processing, summarizing and reporting material
information relating to FIIC Holdings, Inc. required to be included in our
Exchange Act filings.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, its internal control over financial
reporting for that period.


                                       13
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

Refer to Note L of Financial Statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Registrant did not make any other sales of unregistered securities of the
Registrant during the three-months ended June 30, 2007, other than as previously
reported in on Form 8-K filed with the SEC on May 5, 2006 and our Annual Report
on Form 10-KSB for the period ended December 31, 2006, filed with the SEC on May
17, 2007.

Item 3.  Defaults Upon Senior Securities

As previously reported on a Current Report on Form 8-K/A filed with the SEC on
June 6, 2006, and as discussed under Part I - Item 2, "Bridge Financing and
Private Placement" above, in February, 2006, the Registrant entered into a
securities purchase agreement with Oceanus Value Fund, L.P. ("Oceanus"),
pursuant to which we issued a $350,000 Senior Secured Convertible Promissory
Note bearing annual interest at 12% (the "Oceanus Note") and a warrant to
purchase 890,995 shares of the Registrant's common stock (the "Oceanus
Warrant"). Immediately subsequent to execution of the securities purchase
agreement and the issuance of the Oceanus Note, the parties executed an
amendment to the securities purchase agreement, extending the term of the
Oceanus Note, providing for partial repayment of the Oceanus Note and releasing
certain pledge agreements entered into in support of the Oceanus Note. A legal
fee of $3,500 associated with the amendment, and accrued interest through
February 28, 2006 was due and payable immediately on February 28, 2006. The
legal fee of $3,500 was paid on June 19, 2006. However, the principal balance of
$92,000 on the amended Oceanus Note was due and payable May 29, 2006, and
amended to December 31,2006. As the Registrant has not paid the pending
principal, nor the accrued interest of $14,730, it remains currently in default
under the terms of the amended Oceanus Note. The Registrant remains in
negotiations with Oceanus to extend or otherwise restructure the terms of the
Oceanus Note.

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

The Registrant did not submit any matters to a vote of its security holders
during the three-months ended June 30, 2007.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

(a) Exhibits.

 Exhibit                                     Item
----------        -------------------------------------------------------------

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

   32.1           Certification of Chief Executive Officer
                  pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002


                                       I-1
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                      FIIC HOLDINGS, INC.


Date: August 20, 2007                 By: /s/ James W. France
                                          -----------------------
                                          James W. France
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)


                                       I-2
<PAGE>

                                  EXHIBIT INDEX


 Exhibit                                     Item
----------        --------------------------------------------------------------

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



   32.1           Certification of Chief Executive Officer
                  pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002


                                       I-3