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

                                  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 September 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)

                         PO Box 369, Powell, Ohio, 43065
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (614) 582-3482
                           ---------------------------
                           (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 November 13, 2007, there were 19,213,924 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 September 30, 2007 (unaudited) and
        December 31, 2006                                                    F-3

        Statement of Losses (unaudited) for the three and nine months ended
        September 30, 2007 and 2006 and for the period from January 25, 2005
        (Inception) through September 30, 2007                               F-4

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

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

        Notes to Condensed Consolidated Financial Statements
        (unaudited)                                                  F-7 to F-18

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)
                                                                               September 30,   December 31,
                                                                                    2007           2006
                                                                                    ----           ----
<S>                                                                             <C>            <C>
                                     ASSETS
Current assets:
Cash and cash equivalents                                                       $       130    $        --
Prepaid expenses and deposits                                                         1,609          4,849
Restricted cash                                                                          60             60
                                                                                -----------    -----------
Total current assets                                                                  1,799          4,909
                                                                                -----------    -----------

Property, plant and equipment, net of accumulated depreciation of $6,244 and
  $3,434 at September 30, 2007 and December 31, 2006, respectively (Note C)           4,996          7,806
                                                                                -----------    -----------

Other assets:

Loan fees, net of accumulated amortization of $1,314,145 and $859,723 at
  September 30, 2007 and December 31, 2006, respectively                            438,800        317,222
                                                                                -----------    -----------
Total other assets                                                                  438,800        317,222
                                                                                -----------    -----------

Total assets                                                                    $   445,595    $   329,937
                                                                                ===========    ===========

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft                                                                  $        --    $    16,162
Accounts payable and accrued expenses                                             1,298,044        987,723
Notes payable, bridge loan (Note E)                                                  92,000         92,000
Notes payable, short term (Note F)                                                  200,000             --
Notes payable-convertible (Note G)                                                1,282,625      1,050,350
Notes payable-related parties (Note H)                                               39,000         39,000
                                                                                -----------    -----------
Total current liabilities                                                         2,911,669      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; 19,213,924 and
  15,372,258 shares issued and outstanding as of September 30, 2007 and
  December 31, 2006 respectively                                                     19,214         15,372
Additional paid in capital                                                        3,755,853      2,667,844
Deficit accumulated during development stage                                     (6,241,141)    (4,538,514)
                                                                                -----------    -----------
Total deficiency in stockholders' equity                                         (2,466,074)    (1,855,298)
                                                                                -----------    -----------
Total liabilities and deficiency in stockholders' equity                        $   445,595    $   329,937
                                                                                ===========    ===========

See the accompanying footnotes to the unaudited condensed consolidated financial information
</TABLE>


                                       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 of inception)
                                   Three months ended September 30,    Nine months ended September 30,         through
                                          2007            2006               2007            2006         September 30, 2007
                                   --------------------------------    -------------------------------    -------------------
<S>                                  <C>             <C>                <C>             <C>                  <C>
Operating expenses:
General and administrative           $    263,206    $    229,208       $    883,021    $  1,327,042         $ 3,310,020
Depreciation                                  937             937              2,810           2,498               6,244
                                     ------------    ------------       ------------    ------------         -----------
Total operating expenses                  264,143         230,145            885,831       1,329,540           3,316,264

Other expenses:
Interest expense, net                      96,572         126,558            362,374         411,506             884,756
Debt issuance costs                       193,311         236,061            454,422         869,985           1,738,922
Acquisition costs (Note B)                     --              --                 --         301,199             301,199
                                     ------------    ------------       ------------    ------------         -----------
Total other expenses                      289,883         362,619            816,796       1,582,690           2,924,877

Net (loss) before provision for
   income taxes                          (554,026)       (592,764)        (1,702,627)     (2,912,230)         (6,241,141)

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

NET LOSS                             $   (554,026)   $   (592,764)      $ (1,702,627)   $ (2,912,230)        $(6,241,141)
                                     ============    ============       ============    ============         ===========

Loss per common share (basic and
   assuming dilution)                $      (0.03)   $      (0.04)      $      (0.10)   $      (0.21)
                                     ============    ============       ============    ============

Weighted average common shares
   outstanding (basic and diluted)     17,168,109      14,995,446         16,292,508      13,979,911
                                     ============    ============       ============    ============

See the accompanying footnotes to the unaudited condensed consolidated financial information
</TABLE>


                                       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 SEPTEMBER 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
Common stock issued in August 2007 for services
    rendered at $0.25 per share                               321,666       322       80,095             --          80,417
Common stock issued September 2007 for debt issuance
    costs at $0.24 per share                                2,400,000     2,400      573,600             --         576,000
Net Loss                                                           --        --           --     (1,702,627)     (1,702,627)
                                                           ----------   -------   ----------    -----------     -----------
Balance-September  30, 2007                                19,213,924   $19,214   $3,755,853    $(6,241,141)    $(2,466,074)
                                                           ==========   =======   ==========    ===========     ===========

See the accompanying footnotes to the unaudited condensed consolidated financial information
</TABLE>


                                       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)
                                                                        Nine months ended September 30,   Through September 30,
                                                                            2007              2006                2007
                                                                            ----              ----                ----
<S>                                                                     <C>               <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                              $(1,702,627)      $(2,912,230)        $(6,241,141)
Adjustments to reconcile net (loss) to cash used in
   operating activities:
Depreciation                                                                  2,810             2,498               6,244
Common stock issued for services rendered                                   355,417           475,127           1,031,544
Acquisition costs                                                                --           301,199             301,199
Amortization of debt discount for convertible
   debentures and warrants                                                  267,710           310,404             665,936
Amortization of debt issuance costs                                         454,422           871,139           1,738,920
(Increase) decrease in:
Prepaid expenses and deposits                                                10,740            62,491             115,683
Increase (decrease) in:
Cash overdraft                                                              (16,162)               --                  --
Due to related parties                                                           --                --             104,977
Accounts payable and other accrued expenses                                 310,321           254,524             993,068
                                                                        -----------       -----------         -----------
Net cash used in operations                                                (317,370)         (634,848)         (1,283,570)
                                                                        -----------       -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from restricted cash                                                --           257,940                 (60)
Cash paid for acquisition                                                        --          (200,000)           (200,000)
Acquisition of fixed assets                                                      --           (11,240)            (11,240)
                                                                        -----------       -----------         -----------
Net cash provided by (used in) investing activities                              --            46,700            (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                              312,500           587,000           1,446,000
                                                                        -----------       -----------         -----------
Net cash  provided by financing activities                                  317,500           587,000           1,495,000
                                                                        -----------       -----------         -----------

Increase (decrease) in cash and cash equivalents                                130            (1,148)                130
Cash and cash equivalents beginning of the period                                --             1,714                  --
                                                                        -----------       -----------         -----------
Cash and cash equivalents end of the period                             $       130       $       566         $       130
                                                                        ===========       ===========         ===========

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                            $   355,417       $   475,127         $ 1,031,544
                                                                        ===========       ===========         ===========
Shares issued for debt issuance costs                                   $   576,000       $   500,000         $ 2,028,355
                                                                        ===========       ===========         ===========
Beneficial conversion feature of convertible notes-warrants             $        --       $   137,092         $   228,176
                                                                        ===========       ===========         ===========
Beneficial conversion feature of convertible notes                      $        --       $   180,000         $   180,000
                                                                        ===========       ===========         ===========
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
                                                                        ===========       ===========         ===========

See the accompanying footnotes to the unaudited condensed consolidated financial information
</TABLE>


                                       F-6
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 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 and nine month period ended September 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 September 30, 2007, the Company has accumulated losses of $6,241,141.
Also, at September 30, 2007, its current liabilities exceeded current assets by
$2,909,870.

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-7
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 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 nine month
period ended September 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 nine month period ending September 30, 2007 and 2006 was $0,
net of tax effect.


                                       F-8
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 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-9
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 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 September 30, 2007 and December 31,
2006 consist of the followings:

                                                    September 30,   December 31,
                                                         2007           2006
                                                    ------------   ------------

Computer equipment and furniture                    $     11,240   $     11,240
Less: accumulated depreciation and amortization           (6,244)        (3,434)
                                                    ------------   ------------

Net property and equipment                          $      4,996   $      7,806
                                                    ============   ============


Depreciation and amortization expense was $2,810 and $2,498 for the nine months
ended September 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 years
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 September 30,
2007; $6,095 of the balance remains payable as of September 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-10
<PAGE>

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

NOTE E - BRIDGE LOAN PAYABLE

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

<TABLE>
<CAPTION>
                                                                         September 30,   December 31,
                                                                             2007            2006
                                                                         ------------    ------------
<S>                                                                      <C>             <C>
Senior secured convertible note payable, exchanged from senior secured   $     92,000    $     92,000
   promissory note after closing of merger in February 2006
Less: current portion                                                         (92,000)        (92,000)
                                                                         ------------    ------------
Long term portion                                                        $         --    $         --
                                                                         ============    ============
</TABLE>

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 September 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 September 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 September 30, 2007 and December 31,
2006 are as follows:

<TABLE>
<CAPTION>
                                                                                         September 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
September 30, 2007 and December 31, 2006 was $-0- and $-0-, respectively.
Note is currently in default                                                             $      75,000    $         --

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 September 30, 2007 and December 31,
2006 was $-0- and $-0-, respectively.  Notes are currently in default                          125,000              --
                                                                                         -------------    ------------

Total                                                                                          200,000              --

Less: Current portion                                                                         (200,000)             --
                                                                                         -------------    ------------

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


                                      F-11
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                               SEPTEMBER 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 nine months
ended September 30, 2007, the Company has amortized $30,435 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 nine months
ended September 30, 2007; the Company has amortized $125,000 as interest to
current period expense.

NOTE G - CONVERTIBLE NOTES PAYABLE

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

<TABLE>
<CAPTION>
                                                                                     September 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-12
<PAGE>

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

NOTE G - CONVERTIBLE NOTES PAYABLE (continued)

<TABLE>
<CAPTION>
                                                                                       September 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 September 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 September 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. 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.                                       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-13
<PAGE>

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

NOTE G - CONVERTIBLE NOTES PAYABLE (continued)

<TABLE>
<CAPTION>
                                                                                              September 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. Note is currently in default.                            $      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 $-0- and $750 as of September 30, 2007 and December 31, 2006, respectively                 5,000           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 $-0- and $14,400 as of September 30, 2007 and December 31, 2006, respectively             30,000          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 $2,025 and $20,400 as of September 30, 2007 and December 31, 2006, respectively.          22,975           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 $2,050 and $20,800 as of September 30, 2007 and December 31, 2006, respectively           22,950           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 $2,050 and $20,800 as of September 30, 2007 and December 31, 2006, respectively.          22,950           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 $1,250 and $12,500 as of September 30, 2007 and December 31, 2006, respectively.          13,750           2,500

Notes payable accruing interest at 10% per term (20% per annum), payable January
10, 2008; conversion price at market at the date of conversion; as an additional
incentive the Company issued 2,400,000 shares of common stock.                                      120,000              --
                                                                                              -------------    ------------
Total                                                                                             1,282,625       1,050,350

Less: Current portion                                                                         $  (1,282,625)   $ (1,050,350)
                                                                                              =============    ============
</TABLE>


                                      F-14
<PAGE>

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

NOTE G - CONVERTIBLE NOTES PAYABLE (continued)

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.

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 September 30, 2007
and December 31, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                                               September 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>

At September 30, 2007 note payable to related parties are in default.


                                      F-15
<PAGE>

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

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 19,213,924 and 15,372,258 shares of common stock issued and
outstanding at September 30, 2007 and December 31, 2006, respectively. As of
September 30, 2007 and December 31, 2006 the Company had no preferred stock
issued and outstanding.

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.

In August 2007, the Company issued 321,666 shares to consultants in exchange for
services valued at $80,417. The shares issued were valued at approximately $0.25
per share. Consulting services of $80,417 was charged to operations relating to
this issue

In September 2007, the Company issued 2,400,000 shares towards debt issuance
costs. The shares were valued at $576,000 or $0.24 per share


                                      F-16
<PAGE>

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

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.

<TABLE>
<CAPTION>
                                 Warrants                                                         Warrants
                               Outstanding                                                      Exercisable
                             (as of 9/30/07)                                                  (as of 9/30/07)
                             ---------------                                                  ---------------
                                                  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              2.50                  $0.87               1,808,307            2.50
         $0.87                     518,077              3.00                  $0.87                 518,077            3.00
         $0.25                   1,840,995              2.74                  $0.25               1,840,995            2.74
                                 ---------                                                        ---------
                                 4,167,379              2.67                                      4,167,379            2.67
</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 September 30, 2007                        4,167,379      $    0.60
</TABLE>

The Company did not grant any compensatory warrants to employees during the nine
month period ended September 30, 2007 and 2006. Compensation expense of $0 was
charged to operations for the nine month period ended September 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 September 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 September 30, 2007 and December
31, 2006.


                                      F-17
<PAGE>

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

NOTE K - RELATED PARTY TRANSACTIONS (continued)

The Company has expensed consulting fees of an aggregate of $169,000 for seven
individuals who are directors and/or officers who are intended to serve as key
personnel. As of September 30, 2007 and December 31, 2006, there remains
$493,690 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
September 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.

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. In the three months ended September 30, 2007, the Company
closed the office with no recurring montly rental expense. Total lease rental
expense for the nine months ended September 30, 2007 and 2006, was $30,000.

Employment and Consulting Agreements

As of September 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 September 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 - GOING CONCERN MATTERS

The accompanying unaudited condensed consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As shown
in the accompanying unaudited condensed financial statements, as of September
30, 2007, the Company incurred accumulated losses of $6,241,141. The Company's
current liabilities exceeded its current assets by $2,909,870 as of September
30, 2007. These factors among others may indicate that the Company will be
unable to continue as a going concern for a reasonable period of time.

The Company is actively pursuing additional equity financing through discussions
with investment bankers and private investors. There can be no assurance the
Company will be successful in its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.


                                      F-18
<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 September 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 a start-up and development stage of 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, lenders 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 had anticipated 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. However delayed due to the completion of the required funding, and due to
the market climate for the project; receipt of such licenses has been delayed
due to limited cash flow. 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.

Plan of Operation

Since our inception we have dedicated our efforts to implementation of a plan
intended to secure the financing, governmental approvals, and a management team
necessary for launch of the 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 done earlier,
the completion of bridge financing and a private placement through AIS
Financial, Inc. However, on August 15, 2007 AIS was not able to complete the
private offering and the agreement was terminated with funds held in escrow
returned in full to subscribers. This caused the delay in formation and
licensing of FIIC's planned insurance entities. If we are able to complete these
steps in the second fourth quarter of 2007, we would be unable to launch our
insurance operations in 2007 and generate initial revenues. We would proceed
into filing in the fist quarter of 2008. 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 will 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 FIIC Holding, Inc., an exclusive and perpetual


                                        3
<PAGE>

license to access and 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. This agreement is given based
upon maintaining certain license fees and payments to FIIC R&D LLC. FIIC
Holding, Inc., also have the right to grant nonexclusive sublicenses to third
parties involved in underwriting Investor Protection policies, while FIIC R&D
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
R&D 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
FIIC Holding, Inc., 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 R&D
LLC as of September 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 the
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.

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 development stage operational activities as
originally anticipated. However, we had continued to anticipate receipt of
significant funding from the planned active Private Placement. An escrow
agreement was entered into with City National Bank and however its terms expired
and it has been closed and the funds returned due to the subscribers as of
August 15, 2007. This was due to AIS not being able to complete the private
placement transaction. As September 30, 2007, estimated ongoing Bridge Financing
needs, were met through existing lenders and shareholders. Total amount of new
bridge funding was approximately $120,000 for accounting, consulting and other
related fees and expenses. Currently the Company is in several active
discussions with other funding sources or Investment Bankers willing to take on
new private funding activity. As of September 30, 2007 none were contracted.

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. Subsequent to December 31, 2006 this obligation was further extended in
exchange for a change in the conversion price of the note to $.25 cents and the
issuance of 75,000 fee shares.

Private Placement

As previously described above FIIC Expect to enter into a new Private Placement
agreement and a Equity Line with two separate investment and merchant banking
firms. A new placement agent will be contracted to sell a preferred stock offer
with a planned private placement (the "Private Placement") of Convertible
Preferred stock. No assurance can be made that this activity will commence or be
successful. However, if 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 and generating
revenues. 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 R&D 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 $3.00 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

As of September 30, 2007, we had cash and cash equivalents of $130 and
restricted cash of $60 and current liabilities of $2,911,669 as compared to cash
and cash equivalents of $-0- and current liabilities of $2,185,235 as of
December 31, 2006. As of September 30, 2007, we had an accumulated operating
deficit of $6,241,141, as compared to the accumulated operating deficit of
$4,538,514 as of December 31, 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 September 30, 2007
the registrant has planned to commenced a Private Placement for $1,700,000 of
its convertible preferred stock along with 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, the planned 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 the needed financing in the future. 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 September 30, 2007, in the aggregate
principal amount of $1,529,000 will convert into equity upon maturity and thus
not require repayment; if such conversion were to occur we would issue over time
at least 4,693,538 shares common stock, not including any shares issuable upon
conversion of accrued interest. For the three months ended September 30, 2007,
net interest expense related to outstanding debt was $193,436, as compared to
$236,061 for three month period ending September 30, 2007.

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 a 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 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 September 30, 2007
the registrant has begun the process of initiating a Private Placement for
$1,700,000 of its Convertible Preferred 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 launch, 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 R&D 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 $150,000,000 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 $80,000 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 officer, 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. Subsequent to December 31, 2006
and June 30, 2007 respectfully all operating expenses, consultants, and overhead
have been reduced, cut or stopped to keep total expenses to a minimal until the
proper required capital is attained. In February 2007, the Board accepted the
resignation of one member who also served as secretary and Marketing Vice
President. Subsequent to June 30, 2007, the Board also accepted the resignation
of the consulting CFO and COO, reducing the accrued and or paid overhead by an
aggregate of $40,000 per month. The remaining Board members and the CEO maintain
operations. He Company will initiate payment of executive salaries under
contract as we process the formal Registration and Licensure of the planned
insurance subsidiaries full licensure for operations and when each individual
executes an employment agreement.

For the three months ending September 30, 2007, our total operating expenses
were $264,143, as compared to $230,145 for three month period ending September
30, 2006. Operating expenses for the nine months ending September 30, 2007,
consisted of $883,021 of general and administrative expenses compared to
$1,327,042 for September 30, 2006. The period-to-period decrease reflects our
initial start-up costs and reduction in expenses costs associated with the delay
in launch of the Insurance operation. We anticipate that general and
administrative expenses will grow in coming periods as FIIC establishes its
operating entities and completes the launch of the operations.

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 September 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. While financial market conditions have had effect on
private offerings and may continue to delay proper funding.

Employees

As of September 30, 2007, the efforts of FIIC's Chief executive officer,
independent outside directors and key consultants have been primarily for no,
nominal and/or deferred compensation. Prior to September 30, 2007, we had not
entered any employment long-term compensation agreements other then with the CEO
as a key employee officer. We intend to enter formal employment agreements with
all potential executive officers and key personnel as we formally process
licensure and launch our insurance operations. However, the CEO James France has
been operating on a reduced compensation of $7,000.00, the continuance of this
arrangement will continue until such time as FIIC, Inc. had sufficient funds to
formalize the terms of the executed 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
any officer will provide for cash and equity compensation at an appropriate
level for a start-up and emerging company, but also recognizes the value the
professional experience and forms of expertise each which any of the individuals
bring to FIIC's business. It is also anticipated that employment agreements with
any officers or 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 December 31, 2006 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 or complete the business planned as
stated above in "Risks".

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 September 30, 2007, we had an accumulated deficit of approximately
$6,241,141. 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 R&D LLC could delay or
suspend our overall efforts to create a market for our Investor Protection
policies. The loss of the license or FIIC R&D 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
September 30, 2007, the entire licensing fee had not been paid but had been
expensed, but as of September 30, 2007 FIIC Inc. still owe FIIC R&D 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 R&D 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


                                       11
<PAGE>

procedures, our management 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 when we complete the Private Offering 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 the end of
2007 or early 2008. If we are unable to fund or successfully complete the
required funding 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 September 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 $17,513. 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,
2007, and amending the warrant purchase price to $.25 cents.

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 Rule13a-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 September 30, 2007, other than as
previously Reported in June 30, 2007 10-Q 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 subsequently in Form 10-Q June 30, 2007 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 September 30, 2007 and
amended to December 31,2007. As the Registrant has not paid the pending
principal, nor the accrued interest of $17,513, it remains currently in default
but extended under the terms of the amendment. The Registrant remains in
negotiations with Oceanus to extend or otherwise restructure the terms of the
Oceanus Note as needed.


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 September 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: November 14, 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