**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**








xQUARTERLY
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the
      quarterly period ended March
      31, 2006




oTRANSITION
      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 incorporation or organization)
            (IRS
                Employer Identification No.)





1585
      Bethel Road, First Floor, Columbus, Ohio 43220


(Address
      of principal executive offices)





(614)
      326-5469


(Issuer’s
      telephone number)





N/A


(Former
      name, former address and former fiscal year, if changed since last
      report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes 
      x  No
o





As
      of
      June 15, 2006, there were 14,858,591 shares issued and outstanding of the
      registrant’s common stock.





Transitional
      Small Business Disclosure Format:


Yes
o  No
x





**INDEX**




**Page**PART
                I
            FINANCIAL
                INFORMATION
            F-1Item
                1.
            Financial
                Statements
            F-1Balance
                Sheet as of March 31, 2006 (unaudited) and December 31, 2005
                (restated)
            F-1Statement
                of Losses for the three months ended March 31, 2006 (unaudited),
                for the
                period from January 25, 2005 (Inception) to March 31, 2005 (restated),
                and
                for the period from January 25, 2005 (Inception) to March 31, 3006
                (unaudited)
            F-2Statement
                of Changes in Stockholders’ Equity for the period from January 25, 2005
                (Inception) to March 31, 2006
            F-3Statement
                of Cash Flows for the three months ended March 31, 2006 (unaudited),
                for
                the period from January 25, 2005 (Inception) to March 31, 2005 (restated),
                and for the period from March 18, 2005 (Inception) to March 31, 2006
                (unaudited)
            F-4Notes
                to Unaudited Condensed Consolidated Financial Statements
            F-5Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            2Item
                3.
            Controls
                and Procedures
            10PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            II-1Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            II-1Item
                3.
            Defaults
                Upon Senior Securities
            II-1Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            II-2Item
                5.
            Other
                Information
            II-2Item
                6.
            Exhibits
            II-2Signatures
            
            II-3





**PART
      I — FINANCIAL INFORMATION**




**Item
      1.**   **Financial
      Statements.**




**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**




March
                  31, 2006(Unaudited)
            
            December
                  31, 2005(Restated- Note M)**ASSETS:**Cash
                and cash equivalents
            
            $
            937
            
            $
            1,714Prepaid
                expenses and deposits
            
            
            14,099
            
            
            —Total
                current assets
            
            
            **15,036**
            
            
            **1,714**Property
                and equipment: (Note C)Property
                and equipment, at cost
            
            
            11,240
            
            
            —Less:
                accumulated depreciation
            
            
            624
            
            
            —Total
                property and equipment, net
            
            
            **10,616**
            
            
            **—**Other
                assets:Restricted
                cash
            
            
            —
            
            
            258,000Prepaid
                expenses
            
            
            —
            
            
            12,500License
                agreement (Note D)
            
            
            —
            
            
            109,792Loan
                fees, net of accumulated amortization of $567,688 and $141,859 at
                March
                31, 2006
              and
                December 31, 2005 respectively
            
            
            407,367
            
            
            297,607Total
                other assets
            
            
            407,367
            
            
            677,899**Total
                assets**
            
            **$**
            **433,019**
            
            **$**
            **679,613****LIABILITIES
                AND DEFICIENCY IN STOCKHOLDERS' EQUITY:**Accounts
                payable and accrued liabilities
            
            $
            630,341
            
            $
            551,617Notes
                payable, bridge loan (Note E)
            
            
            67,976
            
            
            350,000Notes
                payable, convertible (Note F)
            
            
            483,765
            
            
            125,994Notes
                payable-related parties (Note G)
            
            
            39,000
            
            
            39,000Total
                current liabilities
            
            
            **1,221,081**
            
            
            **1,066,611**Commitments
                and contingencies (Note K)Deficiency
                in Stockholders' Equity: (Note H)Preferred
                Stock, $0.001 par value: 3,000,000 shares authorized;0
                shares of preferred stock are issued and outstanding at March31,
                2006 and December 31, 2005
            
            
            —
            
            
            —Common
                Stock, $0.001 par value; 100,000,000 shares authorized;13,866,924
                and 10,843,377 shares issued and outstanding atMarch
                31, 2006 and December 31, 2005, respectively
            
            
            13,867
            
            
            10,843Additional
                paid in capital
            
            
            1,870,355
            
            
            626,999Deficit
                accumulated during development stage
            
            
            (2,672,284
            )
            
            (1,024,840
            )Total
                deficiency in stockholders' equity
            
            
            (788,062
            )
            
            (386,998
            )**Total
                liabilities and deficiency in stockholders'
                equity**
            
            **$**
            **433,019**
            
            **$**
            **679,613**




See
      accompanying footnotes to the unaudited condensed consolidated financial
      information.


F-1


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED STATEMENT OF LOSSES**





For
                three months ended March 31, 2006
              (Unaudited)
            
            For
                the period January 25, 2005 (date of inception) through
              March
                31, 2005
              (Restated-
                Note M)
            
            For
                the period January 25, 2005 (date of inception) through
              March
                31, 2006
              (Restated-
                Note M)Operating
                Expenses:General
                and administrative
            
            $
            749,687
            
            $
            35,727
            
            $
            1,588,045Depreciation
            
            
            624
            
            
            —
            
            
            624Total
                Operating Expenses
            
            
            750,311
            
            
            35,727
            
            
            1,588,669Other
                Expenses:Interest
                expense, net
            
            
            170,105
            
            
            —
            
            
            214,728Debt
                issuance costs
            
            
            425,829
            
            
            —
            
            
            567,688Acquisition
                costs (Note B)
            
            
            301,199
            
            
            —
            
            
            301,199Total
                Other Expenses
            
            
            897,133
            
            
            —
            
            
            1,083,615**Net
                Loss**
            
            **$**
            **(1,647,444**
            **)**
            **$**
            **(35,727**
            **)**
            **$**
            **(2,672,284**
            **)**Loss
                per common share (basic and assuming dilution)
            
            $
            (0.13
            )
            $
            (0.00
            )
            
            n/aWeighted
                average common shares outstanding (basic and diluted)
            
            
            12,267,064
            
            
            8,647,257
            
            
            n/a








See
      accompanying footnotes to the unaudited condensed consolidated financial
      information







F-2


**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** **MARCH
      31, 2006**






Common
                StockShares
            
            
            Amount
            
            
            Additional
                Paid in Capital
            
            
            Deficit
                Accumulated During Development Stage
            
            
            Total
                Deficiency in Stockholders’ Equity**Balance,
                January 25, 2005 (date of inception)**
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Issuance
                of shares to founder
              Feb
                2005 at 0.001 (par value)
            
            
            1
            
            
            —
            
            
            1,000
            
            
            —
            
            
            1,000Issuance
                of shares for license agreement
              ****March
                2005 at 0.001 (par value)
            
            
            9,792,000
            
            
            9,792
            
            
            —
            
            
            —
            
            
            9,792Issuance
                of shares for consulting services
              Sept
                2005 at 0.50 per share
            
            
            400,000
            
            
            400
            
            
            199,600
            
            
            —
            
            
            200,000Issuance
                of shares for debt issuance costs
              Nov
                2005 at 0.50 per share
            
            
            651,376
            
            
            651
            
            
            325,037
            
            
            —
            
            
            325,688Value
                attributed to 460,000 5 year warrants at $0.87 per share issued as
                additional incentive to lender - Oct 2005
            
            
            —
            
            
            —
            
            
            91,084
            
            
            —
            
            
            91,084Value
                attributed to 23,077 5 year warrants at $0.87 per share for debt
                issuance
                cost - Dec 2005
            
            
            —
            
            
            —
            
            
            10,278
            
            
            —
            
            
            10,278Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            (1,024,840
            )
            
            (1,024,840
            )**Balance,
                December 31, 2005****(Restated
                - Note M)**
            
            
            10,843,377
            
            $
            10,843
            
            $
            626,999
            
            $
            (1,024,840
            )
            $
            (386,998
            )Issuance
                of shares at merger
              Feb
                2006 at 0.001 (par value)
            
            
            1,198,547
            
            
            1,199
            
            
            —
            
            
            —
            
            
            1,199Issuance
                of shares for consulting services
              Feb
                2006 at 0.50 per share
            
            
            825,000
            
            
            825
            
            
            411,675
            
            
            —
            
            
            412,500Issuance
                of shares for debt issuance costs
              Jan
                2006 at 0.50 per share
            
            
            800,000
            
            
            800
            
            
            399,200
            
            
            —
            
            
            400,000Issuance
                of shares for debt issuance costs
              Feb
                2006 at 0.50 per share
            
            
            200,000
            
            
            200
            
            
            99,800
            
            
            —
            
            
            100,000Beneficial
                conversion feature of convertible notes
            
            
            —
            
            
            —
            
            
            180,000
            
            
            —
            
            
            180,000Value
                attributed to 35,000 5 year warrants at $0.87 per share issued for
                debt
                issuance cost - Feb 2006
            
            
            —
            
            
            —
            
            
            15,589
            
            
            —
            
            
            15,589Value
                attributed to 890,995 five year warrants at $1.04 per share - Feb
                2006
            
            
            —
            
            
            —
            
            
            137,092
            
            
            —
            
            
            137,092Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            (1,647,444
            )
            
            (1,647,444
            )**Balance,
                March 31, 2006 (Unaudited)**
            
            
            13,866,924
            
            $
            13,867
            
            $
            1,870,355
            
            $
            (2,672,284
            )
            $
            (788,062
            )




See
      the
      ccompanying footnotes to the unaudited condensed consolidated financial
      information





F-3


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED STATEMENT OF CASH FLOWS**





For
                  three months ended March 31, 2006(Unaudited)
            
            For
                  the period January 25, 2005(date of inception) through March 31,
                  2005(Restated-Note
                M)
            
            For
                  the period January 25, 2005(date of inception) through March 31,
                  2006(Restated-Note
                M)**Cash
                flows from operating activities:**Net
                loss
            
            $
            (1,647,444
            )
            $
            (35,727
            )
            $
            (2,672,284
            )Adjustments
                to reconcile net loss to net cash provided by (used in) operating
                activities:Depreciation
            
            
            624
            
            
            —
            
            
            624Shares
                issued for services
            
            
            412,500
            
            
            1,000
            
            
            613,500Acquisition
                costs
            
            
            301,199
            
            
            —
            
            
            301,199Amortization
                of debt discount for convertible note and warrants
            
            
            150,839
            
            
            —
            
            
            167,917Amortization
                of debt issuance costs
            
            
            425,829
            
            
            —
            
            
            567,688(Increase)
                decrease in deposits and other assets
            
            
            108,193
            
            
            (112,500
            )
            
            95,693Increase
                (decrease) in due to related parties
            
            
            (32,760
            )
            
            —
            
            
            72,217Increase
                in accounts payable and accrued liabilities
            
            
            11,484
            
            
            147,500
            
            
            358,124**Net
                cash provided by (used in) operating activities**
            
            
            (269,536
            )
            
            273
            
            
            (495,323
            )Cash
                flows from investing activities:Proceeds
                from restricted cash
            
            
            258,000
            
            
            —
            
            
            —Cash
                paid for acquisition
            
            
            (200,000
            )
            
            —
            
            
            (200,000
            )Payments
                for office equipment
            
            
            (11,240
            )
            
            —
            
            
            (11,240
            )Net
                cash provided by (used in) investing activities
            
            
            46,760
            
            
            —
            
            
            (211,240
            )Cash
                flows from financing activities:Proceeds
                from notes payable-related parties
            
            
            —
            
            
            —
            
            
            39,000Proceeds
                from notes payable, net of repayments
            
            
            222,000
            
            
            —
            
            
            668,500**Net
                cash provided by financing activities**
            
            
            **222,000**
            
            
            —-
            
            
            **707,500**Net
                increase (decrease) in cash and cash equivalents
            
            
            (777
            )
            
            273
            
            
            937Cash
                and cash equivalents at the beginning of the period
            
            
            1,714
            
            
            —
            
            
            —**Cash
                and cash equivalents at the end of the period**
            
            **$**
            **937**
            
            **$**
            **273**
            
            **$**
            **937****Supplemental
                Disclosures of Cash Flow Information:**Cash
                paid during the period for interest
            
            $
            —
            
            $
            —
            
            $
            —Cash
                paid during the period for income taxes
            
            $
            —
            
            $
            —
            
            $
            —Non-cash
                Financing and Investing Activities:Common
                stock issued in exchange for services rendered
            
            $
            412,500
            
            $
            1,000
            
            $
            613,500Shares
                issued for license fees
            
            $
            —
            
            $
            —
            
            $
            9,792Shares
                issued for debt issuance costs
            
            $
            500,000
            
            $
            —
            
            $
            825,688Beneficial
                conversion feature of convertible notes - warrants
            
            $
            137,092
            
            $
            —
            
            $
            228,176Beneficial
                conversion feature of convertible notes
            
            $
            180,000
            
            $
            —
            
            $
            180,000Value
                of warrants issued for debt issuance costs
            
            $
            15,589
            
            $
            —
            
            $
            25,867Acquisitions:Common
                stock retained
            
            $
            1,199
            
            $
            —
            
            $
            1,199Assets
                acquired
            
            
            —
            
            
            
            
            
            —Liabilities
                assumed
            
            
            86,448
            
            
            —
            
            
            86,448Expenses
                related to acquisition
            
            
            13,552
            
            
            —
            
            
            13,552Cash
                paid
            
            
            200,000
            
            
            —
            
            
            200,000Total
                consideration paid/acquisition cost
            
            $
            301,199
            
            $
            —
            
            $
            301,199





See
      accompanying footnotes to the unaudited condensed consolidated financial
      information




F-4


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





General





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




In
      the
      opinion of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been included. The results
      from operations for the three-month period ended March 31, 2006 are not
      necessarily indicative of the results that may be expected for the year ended
      December 31, 2006 ,
      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, 2005, as restated, and the notes
      thereto, included in the Company’s Current Report on Form 8-K/A, as filed with
      the Securities and Exchange Commission on June 6, 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 March 31, 2006,
      the
      Company has accumulated losses of $2,672,284. Also, at March 31, 2006, its
      current liabilities exceeded current assets by $1,206,045.





F-5


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Revenue
      Recognition





The
      Company recognizes revenue in accordance with Staff Accounting Bulletin No.
      104,
      REVENUE RECOGNITION ("SAB 104"), which superceded 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.





Advertising





The
      Company follows the policy of charging the costs of advertising to expenses
      as
      incurred. The Company incurred no advertising costs during the three month
      period ended March 31, 2006 and 2005, 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
                yearsAutomobiles
            5
                yearsFurniture
                and equipment
            5
                yearsComputer
                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




Prior
      to
      the January 1, 2006 adoption of the Financial Accounting Standards Board
      (“FASB”) Statement No. 123(R), “Share-Based Payment” (“SFAS 123R”), the
      Company accounted for stock-based compensation using the intrinsic value method
      prescribed in Accounting Principles Board (“APB”) Opinion No. 25,
“Accounting for Stock Issued to Employees,” and related interpretations.
      Accordingly, because the stock option grant price equaled the market price
      on
      the date of grant, and any purchase discounts under the Company’s stock purchase
      plans were within statutory limits, no compensation expense was recognized
      by
      the Company for stock-based compensation. As permitted by SFAS No. 123,
“Accounting for Stock-Based Compensation” (“SFAS 123”), stock-based compensation
      was included as a pro forma disclosure in the notes to the consolidated
      financial statements. The Company did not issue any stock options from January
      25, 2005 (date of inception) through March 31, 2006.





F-6


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Stock
      Based Compensation -- Continued





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.





Total
      stock-based compensation expense recognized in the consolidated statement of
      earnings for the three month period ending March 31, 2006 was $0, net of tax
      effect.




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.




The
      following table shows the effect on net earnings and earnings per share had
      compensation cost been recognized based upon the estimated fair value on the
      grant date of stock options for the three months ended March 31, 2005, in
      accordance with SFAS 123, as amended by SFAS No. 148 “Accounting for Stock-Based
      Compensation - Transition and Disclosure:





For
                the three months ended March 31, 2005Net
                loss attributable to common stockholders -as reported
            
            $
            (35,727
            )Add.
                Total stock based employee compensation expen+se as reported under
                intrinsic value method (APB No. 25)
            
            
            —Deduct
                Total stock based employee compensation expense
              as
                reported under fair value based method (SFAS No. 123)
            
            
            —Net
                loss -Pro Forma
            
            $
            (35,727
            )Net
                loss attributable to common stockholders - Pro forma
            
            $
            (35,727
            )Basic
                (and assuming dilution) loss per share -as reported
            
            $
            (0.00
            )Basic
                (and assuming dilution) loss per share - Pro forma
            
            $
            (0.00
            )






F-7


Disclosure
      for the three months period ended March 31, 2006 is not presented because
      the amounts are recognized in the consolidated financial statements.









F-8





**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**





**NOTE
      A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





NEW
      ACCOUNTING PRONOUNCEMENTS





In
      March
      2005, the FASB issued FASB Interpretation (FIN) No. 47, "Accounting for
      Conditional Asset Retirement Obligations, an interpretation of FASB Statement
      No. 143", which requires an entity to recognize a liability for the fair value
      of a conditional asset retirement obligation when incurred if the liability's
      fair value can be reasonably estimated. The Company is required to adopt the
      provisions of FIN 47 no later than its last quarter of fiscal 2006. The Company
      does not expect the adoption of this Interpretation to have a material impact
      on
      its consolidated financial position, results of operations or cash flows.





In
      May
      2005 the FASB issued Statement of Financial Accounting Standards (SFAS) No.
      154,
      "Accounting Changes and Error Corrections, a replacement of APB Opinion No.
      20
      and FASB Statement No. 3." SFAS 154 requires retrospective application to prior
      periods' unaudited financial statements for changes in accounting principle,
      unless it is impracticable to determine either the period-specific effects
      or
      the cumulative effect of the change. SFAS 154 also requires that retrospective
      application of a change in accounting principle be limited to the direct effects
      of the change. Indirect effects of a change in accounting principle, such as
      a
      change in non-discretionary profit-sharing payments resulting from an accounting
      change, should be recognized in the period of the accounting change. SFAS 154
      also requires that a change in depreciation, amortization, or depletion method
      for long-lived, non-financial assets be accounted for as a change in accounting
      estimate affected by a change in accounting principle. SFAS 154 is effective
      for
      accounting changes and corrections of errors made in fiscal years beginning
      after December 15, 2005. Early adoption is permitted for accounting changes
      and
      corrections of errors made in fiscal years beginning after the date this
      Statement is issued. The Company does not expect the adoption of this SFAS
      to
      have a material impact on its consolidated financial position, results of
      operations or cash flows.





On
      February 16, 2006 the FASB issued SFAS 155, “Accounting for Certain Hybrid
      Instruments,” which amends SFAS 133, “Accounting for Derivative Instruments and
      Hedging Activities,” and SFAS 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities.” SFAS 155 allows financial
      instruments that have embedded derivatives to be accounted for as a whole
      (eliminating the need to bifurcate the derivative from its host) if the holder
      elects to account for the whole instrument on a fair value basis. SFAS 155
      also
      clarifies and amends certain other provisions of SFAS 133 and SFAS 140. This
      statement is effective for all financial instruments acquired or issued in
      fiscal years beginning after September 15, 2006. The Company does not
      expect its adoption of this new standard to have a material impact on its
      financial position, results of operations or cash flows.





In
      March
      2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of
      Financial Assets - an amendment to FASB Statement No. 140. Statement 156
      requires that an entity recognize a servicing asset or servicing liability
      each
      time it undertakes an obligation to service a financial asset by entering into
      a
      service contract under certain situations. The new standard is effective for
      fiscal years beginning after September 15, 2006. The Company does not
      expect its adoption of this new standard to have a material impact on its
      financial position, results of operations or cash flows.





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.








F-9


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**







**NOTE
      B - MERGER AND CORPORATE RESTRUCTURE (Continued)**




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.





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





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




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


F-10


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**





**NOTE
      C - PROPERTY AND EQUIPMENT**





Major
      classes of property and equipment at March 31, 2006 and December 31, 2005
      consist of the followings:





March
                31, 2006
            
            December
                31, 2005Computer
                equipment and furniture
            
            $
            11,240
            
            $
            —Less:
                accumulated depreciation and amortization
            
            
            624
            
            
            —Net
                property and equipment
            
            $
            10,616
            
            $
            —





Depreciation
      and amortization expense was $624 and $0 for the three months ended March 31,
      2006 and 2005, respectively.




**NOTE
      D - LICENSE AGREEMENT**




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





As
      consideration for the license agreement in March 2005, FIIC, Inc. issued to
      the
      Licensor 9,792,000 shares of its common stock (total par value $9,792) and
      issued warrants to purchase an additional 1,808,307 shares of its common stock
      at an exercise price of $.87 per share. Such warrants will expire five yeas
      after the date of issuance. The shares and warrants issued in relation to the
      license agreement were subsequently distributed by the Licensor to its members,
      and exchanged for shares of NBYS in the Merger. As further consideration for
      the
      license agreement, the Company also agreed to pay $100,000 in cash to the
      Licensor. The total licensing fee of $109,792 was expensed as of March 31,
      2006;
      $72,218 of the balance remains payable as of March 31, 2006.





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.




**NOTE
      E - BRIDGE LOAN PAYABLE**




A
      summary
      of bridge loan notes payable at March 31, 2006 and December 31, 2005 is as
      follows:




March
                31, 2006
            
            December
                31, 2005Senior
                secured promissory note payable, exchangeable upon closing of merger
                for a
                senior secured convertible note
            
            $
            —
            
            $
            350,000Senior
                secured convertible note payable, exchanged from senior secured promissory
                note after closing of merger in February 2006
            
            
            92,000
            
            
            —Debt
                discount - value attributed to warrants attached to note, net of
                accumulated amortization of $113,068 at March 31, 2006
            
            
            (24,024
            )
            
            —Senior
                secured convertible note payable-net
            
            
            67,976
            
            
            350,000Total
            
            
            67,976
            
            
            350,000Less:
                current portion
            
            
            (67,976
            )
            
            (350,000
            )Long
                term portion
            
            $
            —
            
            $
            —








F-11


**FIIC
        HOLDINGS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**






**NOTE
      E - BRIDGE LOAN PAYABLE (Continued)**




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 interes 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 $113,068 at March 31, 2006.





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 and
      $350,000 at March 31, 2006 and December 31, 2005 respectively.





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 - CONVERTIBLE NOTES PAYABLE**




A
      summary
      of convertible promissory notes payable at March 31, 2006 and December 31,
      2005
      is as follows:




March
                31, 2006
            
            December
                31, 2005Note
                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
            
            $
            50,000
            
            $
            50,000Debt
                discount - value attributed to warrants attached to notes, net of
                accumulated amortization of $11,386 and $5,693 at March 31, 2006
                and
                December 31, 2005 respectively
            
            
            (11,385
            )
            
            (17,078
            )Note
                payable-net
            
            
            38,615
            
            
            32,922Note
                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
            
            
            50,000
            
            
            50,000Debt
                discount - value attributed to warrants attached to notes, net of
                accumulated amortization of $11,386 and $5,693 at March 31, 2006
                and
                December 31, 2005 respectively
            
            
            (11,385
            )
            
            (17,078
            )Note
                payable-net
            
            
            38,615
            
            
            32,922







F-12


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**





**NOTE
      F - CONVERTIBLE NOTES PAYABLE (Continued)**




Note
                payable accruing interest at 10% per annum, payable on October 31,
                2006;
                conversion price of 0.50per
                share; the Company issued 115,000 5 yr warrants at 0.87 per share
                as
                additional incentive
            
            
            50,000
            
            
            50,000Debt
                discount - value attributed to warrants attached to notes, net of
                accumulated amortization of $9,488 and $3,795 at March 31, 2006 and
                December 31, 2005 respectively
            
            
            (13,283
            )
            
            (18,976
            )Note
                payable-net
            
            
            36,717
            
            
            31,024Note
                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
            
            
            50,000
            
            
            50,000Debt
                discount - value attributed to warrants attached to notes, net of
                accumulated amortization of $7,590 and $1,898 at March 31, 2006 and
                December 31, 2005 respectively
            
            
            (15,181
            )
            
            (20,873
            )Note
                payable-net
            
            
            34,819
            
            
            29,127Note
                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
            
            
            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
            
            
            100,000
            
            
            —Debt
                discount - beneficial conversion feature, net of accumulated amortization
                of $7,500 at March 31, 2006
            
            
            (82,500
            )
            
            —Note
                payable-net
            
            
            17,500
            
            
            —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
            
            
            100,000
            
            
            —Debt
                discount - beneficial conversion feature, net of accumulated amortization
                of $7,500 at March 31, 2006
            
            
            (82,500
            )
            
            —Note
                payable-net
            
            
            17,500
            
            
            —Total
            
            
            483,765
            
            
            125,994Less:
                current portion
            
            
            (483,765
            )
            
            (125,994
            )Long
                term portion
            
            $
            —
            
            $
            —




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.




F-13


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**





**NOTE
      F - CONVERTIBLE NOTES PAYABLE (Continued)**




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.




**NOTE
      G - NOTES PAYABLE -RELATED PARTIES**




A
      summary
      of promissory notes payable to related parties at March 31, 2006 and December
      31, 2005 is as follows:





March
                31, 2006
            
            December
                31, 2005Note
                payable to a shareholder, principal and interest note of $6,000 payable
                on
                December 31, 2005, extended to March 31, 2006; management is negotiating
                an additional extension
            
            $
            12,000
            
            $
            12,000Note
                payable to a shareholder, principal and interest of $7,500, payable
                on
                December 31, 2005, extended to March 31, 2006: management is negotiating
                an additional extension
            
            
            15,000
            
            
            15,000Note
                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
            
            
            10,000Note
                payable to a shareholder, principal and interest of $1,000, payable
                on
                December 31, 2005, extended to June 30, 2006
            
            
            2,000
            
            
            2,000Total
            
            
            39,000
            
            
            39,000Less:
                current portion
            
            
            (39,000
            )
            
            (39,000
            )Long
                term portion
            
            $
            —
            
            $
            —






**NOTE
      H - 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 13,866,924 and 10,843,377 shares of common stock issued and
      outstanding at March 31, 2006 and December 31, 2005, respectively. As of March
      31, 2006 and December 31, 2005 the Company had no preferred stock issued and
      outstanding.





F-14


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**







**NOTE
      H - CAPITAL STOCK (Continued)**




In
      March
      2005, the Company issued 9,792,001 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.




**NOTE
      I - 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.




Warrants
                Outstanding
              (as
                of 3/31/06)
            
            
            
            
            
            Warrants
                Exercisable
              (as
                of 3/31/06)ExercisePrices
            
            NumberOutstanding
            
            Weighted
                Average Remaining Contractual Life(Years)
            
            Weighted
                Average ExercisePrice
            
            NumberExercisable
            
            Weighted
                AverageExercise
                Price$                 0.87
            
            1,808,307
            
            4.00
            
            $                       
                 0.87
            
            1,808,307
            
            4.000.87
            
            518,077
            
            4.50
            
            0.87
            
            518,077
            
            4.501.04
            
            890,995
            
            4.50
            
            1.04
            
            890,995
            
            4.503,217,379
            
            4.21
            
            
            
            3,217,379
            
            4.22







F-15


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**






**NOTE
      I - OPTIONS AND WARRANTS (Continued)**




Transactions
      involving warrants are summarized as follows:





Number
                of Warrants
            
            Weighted
                AveragePrice
                Per ShareOutstanding
                at January 25, 2005 (date of inception)
            
            
            —
            
            $
            —Granted
            
            
            2,291,384
            
            
            0.87Exercised
            
            
            —
            
            
            —Canceled
                or expired
            
            
            —
            
            
            —Outstanding
                at December 31, 2005
            
            
            2,291,384
            
            $
            0.87Granted
            
            
            925,995
            
            
            1.03Exercised
            
            
            —
            
            
            —Canceled
                or expired
            
            
            —
            
            
            —Outstanding
                at March 31, 2006
            
            
            3,217,379
            
            $
            0.92





The
      Company did not grant any compensatory warrants to employees during the period
      ended March 31, 2006 and 2005. Compensation expense of $0 was charged to
      operations for the period ended March 31, 2006 and 2005.





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 March 31, 2006 and December 31, 2005, no options or stock awards have
      been
      granted under the Plan.




**NOTE
      J - RELATED PARTY TRANSACTIONS**




The
      Company has received unsecured, non-interest bearing advances from a related
      party totally $147,500 (including $100,000 for the license fee - refer to note
      D). Of this amount, $72,217 and $104,977 remains unpaid as of March 31, 2006
      and
      December 31, 2005 respectively.





The
      Company has expensed monthly consulting fees of an aggregate of $25,000 per
      month for seven individuals who are directors and/or officers who are intended
      to serve as key personnel. As of March 31, 2006 and December 31, 2005, there
      remains $225,000 and $228,000 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 March
      31, 2006 and December 31, 2005, there remains $45,000 and $43,000 respectively
      unpaid and included in accounts payable and accrued expenses arising from this
      sublease agreement.




**NOTE
      K - COMMITMENTS AND CONTINGENCIES**




Operating
      Lease Commitments





In
      February 1, 2005, the Company entered into a sublease agreement with a related
      party for office space and overhead expenses on month to month basis at $5,000
      per month. Total lease rental expense for the three months ended March 31,
      2006
      and 2005, was $15,000 and $10,000, respectively.





F-16


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**






**NOTE
      K - COMMITMENTS AND CONTINGENCIES (Continued)**




Employment
      and Consulting Agreements





As
      of
      March 31, 2006, 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 March 31, 2006.





**NOTE
      L - SUBSEQUENT EVENT**





On
      May 1,
      2006, the Company received funding and became obligated under unsecured
      convertible promissory notes from eight parties totaling a combined $310,000.
      The notes all accrue interest at 8.0% and are due April 25, 2007. The entire
      amount of the outstanding principal and accrued interest may be converted at
      any
      time at the option of the holder and is automatically converted at the close
      of
      the Company’s next equity financing yielding gross proceeds of $2,000,000 in the
      aggregate. The number of shares issued at conversion will be obtained by
      dividing the total outstanding debt (principal plus accrued interest) by $0.50.
      Upon satisfaction of certain escrow conditions and upon the resulting release
      of
      the proceeds from these notes from the escrow account, each of the noteholders
      received a loan closing fee, paid in the form of restricted shares of the
      Company’s Common Stock, totaling an aggregate of 826,667 shares.





On
      May 1,
      2006 the Company obtained an additional $15,000 unsecured convertible promissory
      note on the same terms as above. The note is due May 2, 2007. As a loan closing
      fee, a total of 40,000 restricted shares of the Company’s common stock were
      issued to the lender.





**NOTE
      M - RESTATEMENT OF FINANCIAL STATEMENTS**





Subsequent
      to the original issuance of the December 31, 2005 financial statements,
      management determined that the accounting for warrants issued in connection
      with
      certain convertible debt issuances (refer to Note F) was incorrect, in that
      a
      portion of the proceeds of the debt should have been allocated to the fair
      value
      of the warrants to the lenders and a third party.





Therefore,
      management has restated the carrying value of the notes by recording a discount
      equal to the fair value of the warrants issued to the lenders at the closing
      date and recognizing additional paid in capital. The discount will be amortized
      into interest expense over the term of the notes. Further, management has
      recognized loan fees and additional paid in capital equal to the fair value
      of
      the warrants issued to the third party. The fees will be amortized over the
      term
      of the related loans.







F-17


**FIIC
      HOLDINGS, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION**


**MARCH
      31, 2006**


**(UNAUDITED)**





**NOTE
      M - RESTATEMENT OF FINANCIAL STATEMENTS (Continued)**





The
      warrants were valued using the Black-Scholes option valuation model with a
      resulting allocation of the aggregate proceeds from the notes attributed to
      the
      warrants of $91,084 and loan fees of $10,278. The following assumptions were
      utilized to value the warrants; current fair value of common stock of $0.50;
      exercise per share of $0.87; expected life of 5 years; expected volatility
      of
      150%; a risk free rate of return of 4.5%; and an expected yield of
      0.0%.





All
      of
      the above noted transactions occurred subsequent to April 1, 2005; therefore,
      the Unaudited Condensed Consolidated Statement of Losses and Unaudited Condensed
      Consolidated Statement of Cash Flows for the Quarter ending March 31, 2005
      were
      unaffected by the respective restatement as of December 31, 2005.







F-18


**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
      March 31, 2006 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:




·
            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;




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




·
            this
                being a start−up situation, the timing of cash requirements, our ability
                to fund our proposed working capital requirements and the expected
                projected profitability;




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




·
            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;




·
            market
                acceptance of our products and
                services;




·
            the
                accuracy of our underwriting model;




·
            variations
                in quarterly operating results;




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




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




·
            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, 2005, as filed with the SEC
      on
      April 12, 2006, 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.







2


**Overview**




Since
      our
      incorporation in January 2005, we have generated no revenue and have had only
      start−up operations. Upon receipt of the necessary governmental approvals and
      licenses and establishment of its planned insurance subsidiaries, we plan to
      introduce an insurance product to insure third−party investors in new and
      existing businesses which meet its underwriting criteria. These planned
      insurance subsidiaries include: FIIC Risk Retention Group (“FIIC RRG”), to
      underwrite and issue insurance policies; Federated Insurance Captive, an agency
      captive insurance company providing reinsurance (“FIC”); and Federated Group
      Agency (“FGA”), a master group agency providing operational services. We
      anticipate receipt of the necessary licenses from the Washington, D.C.
      Department of Insurance and Securities Regulation (“D.C. DISR”) and from one
      state, likely Ohio, by the end of 2006; receipt of such licenses has been
      delayed due to limited cash flow, the time and expense needed to complete the
      Merger and subsequent restatement of our financial statements as of December
      31,
      2005. Until such time, all start−up costs, such as the reserve requirements and
      initial 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 start−up plan
      intended to secure the financing, governmental approvals, and management team
      necessary for launch of our planned insurance operations. The key components
      of
      this plan are the execution of a license arrangement for use of the FIIC
      Database Content and Technology upon which FIIC's underwriting and marketing
      functions will rely, completion of a merger with a public company, the
      completion of a bridge financing and private placement, and the formation and
      licensing of FIIC's planned insurance subsidiaries. Our management believes
      that
      upon successful completion of these steps, we will be able to launch our
      insurance operations. Our management currently believes we will be able to
      complete these steps by the end of 2006, enabling us to generate initial
      revenues during the fourth quarter of 2006 or first quarter of 2007. However,
      there are many factors that may influence our ability to achieve this timeline,
      as discussed in detail in the “Risk Factors” included in our Annual Report on
      Form 10-KSB for the year ended 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 has developed the FIIC Database Content and Technology,
      including an extensive database of insurance underwriting data and standards
      for
      use in connection with insurance policies that insure investors against the
      risk
      of the loss of capital in certain business entities, specially−designed
      supporting software applications, and technology and database−specific workflow
      definitions, decision processes and models for managing such applications and
      utilizing the database and its contents. The license agreement provides us
      an
      exclusive and perpetual license to access and use the FIIC Database Content
      and
      Technology to obtain the underwriting data, standards and other information
      for
      the purpose of underwriting its Investor Protection policies. We also has the
      right to grant nonexclusive sublicenses to third parties involved in
      underwriting Investor Protection policies, while FIIC LLC is obligated to
      continue to host, maintain and augment the FIIC Database Content and Technology.
      In consideration for the license, FIIC issued to FIIC LLC 9,792,000 shares
      of
      its common stock and 5− year warrants to purchase 1,808,307 shares of its common
      stock at an exercise price of $0.87 per share. In addition, we owe FIIC LLC
      $72,218, which was expensed on March 31, 2006.




***Merger
      with a Public Company***




The
      completion of the merger with Nicklebys.com, Inc. on February 28, 2006 satisfied
      the second aspect of FIIC's start−up plan. Our management believed that becoming
      a public company would afford increased market liquidity and enhanced access
      to
      the capital markets, allowing us to better manage and satisfy our significant
      funding requirements during the start−up and initial operational period.
      Further, management believes that status as a public company will provide the
      means to use securities of a publicly−traded company to make further
      acquisitions of assets or businesses in support of the intended long−term growth
      of our insurance business 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 use with increased visibility in the
      financial and insurance communities within a short timeframe and will create
      a
      satisfactory level of transparency for its initial investors and customers.
      Although the merger cost FIIC approximately $367,000 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 its start−up activities based on the plan, and execution of
      that plan, to become a public company, including the Bridge Financing, and
      will
      continue to reap the benefits in the near future.




3


***Bridge
      Financing and Private Placement***




We
      engaged in a Bridge Financing and planned a Private Placement, as described
      below, to provide the initial funds necessary to establish the working capital
      reserves with the D.C. DISR in conjunction with the formation and licensing
      of
      our planned insurance entities. Although we received funding from the Bridge
      Financing, we have ultimately not relied on this transaction to fund our
      operational activities as originally anticipated. However, we continue to
      anticipate receipt of significant funding from the planned Private Placement.
      As
      of March 31, 2006, we estimate that the Bridge Financing cost us approximately
      $239,500 in legal, accounting, consulting and other related fees and expenses.
      In addition, we anticipate that the Private Placement will cost it approximately
      $400,000 in such expenses and commissions.




*Bridge
      Financing*




In
      August
      2005, FIIC, Inc. entered a consulting agreement with Bridgewater Capital
      Corporation (“Bridgewater”) for general business advisory and consulting
      services, including assisting FIIC, Inc. to locate and secure bridge financing.
      Subsequently, Bridgewater introduced FIIC, Inc. to Oceanus Value Fund, L.P.
      (“Oceanus”) and assisted in bridge financing negotiations. In November 2005,
      FIIC, Inc. executed a note purchase agreement with Oceanus under which it issued
      a $350,000 Senior Secured Promissory Note bearing annual interest at 12%. On
      February 28, 2006, concurrent with the closing of the Merger, we entered into
      a
      securities purchase agreement with Oceanus, pursuant to which we issued a
      $350,000 Senior Secured Convertible Promissory Note bearing annual interest
      at
      12% and a warrant to purchase 890,995 shares of the Registrant’s common stock,
      in exchange for the senior secured note previously issued to FIIC, Inc. in
      November 2005. We refer collectively to the issuance of these notes and warrants
      as the Bridge Financing. Immediately subsequent to execution of the securities
      purchase agreement and the issuance of the senior secured convertible note
      in
      February 2006, the parties also executed an amendment to the securities purchase
      agreement, extending the term of the convertible note, providing for partial
      repayment of the note and releasing certain pledge agreements entered into
      in
      support of the note. The other terms and conditions of the note and the security
      and guaranty 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 March 31, 2006,
      we owed Oceanus $3,500 for a legal fee associated with the amendment of the
      Bridge Financing, along with accrued interest on the note to date. The principal
      balance of $92,000 on the amended note is due and payable on the earlier of
      May
      29, 2006 or our receipt of equity or debt financing in excess of $500,000.
      As of
      May 30, 2006, this note is in default; please see Item 3 below.





*Private
      Placement*




As
      previously described in our Current Report on Form 8-K/A filed on June 6, 2006
      with the SEC, the Company has engaged a placement agent in connection with
      a
      planned private placement (the “Private Placement”) of its common stock.
      Although originally intended to be conducted concurrent with the Merger process,
      to date we have not yet launched the Private Placement due to ongoing
      negotiations with the Placement Agent and timing issues arising from our
      restatement. We anticipate that the net proceeds from the Private Placement
      will
      be used to repay outstanding short-term debt and to fund the working capital
      reserve account required to obtain a license from the Washington, D.C.
      Department of Insurance and Securities Regulation, 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. Any funds received beyond those needed to repay debt and fund the
      regulatory working capital reserve will be used for general corporate purposes,
      including 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 Subsidiaries***




Our
      revenue model primarily depends on its use and management of the FIIC
      Underwriting Data and Standards, as licensed from FIIC LLC, in support of the
      sale of Investor Protection insurance policies through FIIC RRG, with
      reinsurance and operational support provided by FIC and FGA, respectively.
      However, we are unable to launch our planned insurance operations and therefore
      cannot generate any operational revenues until these insurance entities are
      formed and licensed as required by the D.C. DISR. 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 working capital
      reserves. We are in the process of preparing the application for the
      establishment and licensing of the three entities, pending receipt of the
      funding necessary for the actuarial feasibility study required by the
      application. Further, the D.C. DISR requires a company to maintain one dollar
      in
      working capital on reserve for every $2.00 of insurance premium to be written
      prior to the establishment and licensing of a RRG. In support of FIIC RRG,
      FIIC
      will provide an initial 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 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 subject to the approval of the D.C. DISR. FIIC anticipates use
      of a significant portion of the Private Placement net proceeds towards the
      required actuarial feasibility study, and does not anticipate filing the
      completed application until FIIC has the necessary capital to fund the required
      reserves. Once the application is filed, we expect the operating structure
      for
      the three new insurance entities to be formally established and licensed within
      90 days, including the licensing of FIIC RRG and FIC in the District of Columbia
      and at least one state, likely Ohio.




4


**Capital
      Resources and Liquidity**




To
      date,
      we have primarily obtained financing for our Merger and other aspects of the
      Plan of Operation presented above via debt financing. As of March 31, 2006,
      we
      owe $39,000 in principal under demand notes from certain stockholders and
      another $792,000 in principal under convertible notes, as compared to $0 as
      of
      March 31, 2005. Subsequently, we have obtained another $325,000 in convertible
      debt financing, a portion of which came from existing stockholders. We
      anticipate that additional funds will become available to FIIC in subsequent
      debt financings and through the planned Private Placement, to fund our planned
      launch and growth of operations over the coming twelve months.




As
      of
      March 31, 2006, we had cash and cash equivalents of $937 and current liabilities
      of $1,221,082 as compared to cash and cash equivalents of $273 and current
      liabilities of $147,500 as of March 31, 2005. As of March 31, 2006, we had
      an
      accumulated operating deficit of $2,672,284, an increase of 7,380% from the
      accumulated operating deficit of $35,727 as of March 31, 2005. This deficit
      has
      continued to increase in the subsequent months.




**Use
      of Available Funds**




We
      believe that upon the successful completion of the Private Placement, our
      current capital resources will be sufficient to cover all startup costs, reserve
      requirements and operating expenses for twelve months, including the anticipated
      initial six months of its insurance operations. FIIC currently anticipates
      allocating its capital resources as follows:




***Debt
      Repayment***




To
      the
      extent possible, FIIC is deferring debt repayment until receipt of net proceeds
      from the planned Private Placement. To the extent some amount of principal
      or
      interest is to be paid, we are relying on the net proceeds from our recent
      convertible note issuances. Our management believes that a majority, if not
      all,
      of our other currently outstanding convertible notes as of March 31, 2006,
      in
      the aggregate principal amount of $792,000 will convert into equity upon
      maturity and thus not require repayment; if such conversion were to occur we
      would issue over time at least 1,753,538 shares of our common stock, not
      including any shares issuable upon conversion of accrued interest.




As
      of
      March 31, 2006, accrued interest expense related to outstanding debt was
      $42,273, an increase from $0 as of March 31, 2005.




***Entity
      Financing***




As
      noted
      above, we intend to fund the working capital reserves of FIIC RRG and FIC in
      the
      amounts of $500,000 and $400,000, respectively, from the net proceeds of the
      Private Placement. FIIC does not anticipate receiving repayment on the FIIC,
      Inc. Surplus Notes pursuant to which a portion of such reserve funding will
      be
      provided until these insurance entities are operational for at least one year.
      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 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 beyond the abilities
      of FGA's own personnel. FIIC anticipates that FGA's operational expenses for
      the
      first six months of its management agreement with FIIC RRG and FIC will total
      approximately $270,000. Subject to this agreement, FIIC RRG and FIC will provide
      certain management fees to FGA for its services, but the initial grant of
      working capital will cover FGA's start−up costs and ensure its ability to meet
      its contractual obligations until such time as the insurance operations are
      fully functional.




5


***Operating
      Expenses***




Any
      funds
      received beyond those needed to repay debt, fund the regulatory working capital
      reserves and provide the insurance entities initial working capital will be
      used
      for FIIC's general corporate purposes, including initial product development,
      marketing and employee costs. Within the next twelve months, including the
      anticipated initial six months of its revenue − producing
      insurance operations, FIIC anticipates spending up to $113,000 on intellectual
      property rights and product development costs, including payment of the $72,000
      owed to FIIC LLC under the license agreement for the FIIC Database Content
      and
      Technology, $12,000 on Dun & Bradstreet information fees, $7,000 on web
      services and support and $22,000 on the part − time
      employment of an information technology specialist. During this period, FIIC
      also anticipates incurring up to $197,000 in legal expenses relating to the
      launch of its operations and general corporate governance and $30,000 in
      audit − related
      expenses. FIIC also plans 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 $96,000 in consulting fees, approximately
      $20,000 in overhead expenses such as copy, fax and phone charges and basic
      travel expenses, and additional funds, as available, towards reducing FIIC's
      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 FIIC's insurance operations, FIIC will
      rely on its executive officers, supported by independent consultants, to fulfill
      all operational functions. FIIC does not anticipate hiring additional
      part − time
      or
      full − time
      employees until it approaches the operational benchmark of 100 policies sold,
      although FIIC may continue partial or occasional payment of the accrued
      consulting fees earlier if there are available, unallocated funds. FIIC
      anticipates initiating payment of executive salaries shortly after the planned
      insurance subsidiaries are established and fully licensed for operations and
      each individual executes an employment agreement.




For
      the
      three months ending March 31, 2006, our total operating expenses were $750,311,
      as compared to $35,727 for the period from inception through March 31, 2005.
      Operating expenses for the three months ending March 31, 2006, consisted of
      $749,687 of general and administrative expenses and $624 of depreciation. We
      anticipate that general and administrative expenses will continue to grow in
      coming periods as we establish our operating entities and launch our operations.
      During the period from inception through March 31, 2005, we incurred no other
      (non-operating) expenses, as compared to $897,133 of other expenses for the
      three months ending March 31, 2006. Acquisitions costs of $301,199 represented
      a
      significant portion of the other expenses for the period ending March 31, 2006;
      during that period net interest expense totaled $170,105 and our debt issuance
      costs totaled $425,829. We anticipate that we will continue to incur significant
      interest expense in relation to the notes currently outstanding, until such
      time
      as we repay the debt or convert the notes, where applicable under their terms,
      into equity securities of the Company.





***Launch
      of Revenue−Producing Insurance Operations***




Upon
      launch of its insurance operations, we anticipate generating revenues primarily
      from the sale of our Investor Protection insurance policies and secondarily
      from
      the collection of licensing fees from other insurance carriers pertaining to
      the
      rights to use all copyrighted and protected intellectual property developed
      by
      or licensed to FIIC, including for educational, scientific, data mining or
      new
      business purposes. In the initial six months of our insurance operations, FIIC
      projects issuing 17 policies at an average total investment per business of
      $250,000, generating an average premium of ten percent (10%) and thereby
      yielding $425,000 gross premiums revenue in this initial operational period.
      Based on FIIC's analysis of new business starts in the Ohio area, its initial
      target market, FIIC believes that this level of performance represents a
      projected market penetration of about 0.23%. Further, FIIC will generate related
      revenues from its $50 fee per application, regardless of the number of resulting
      policies issued.




We
      anticipate 27 applications within it initial six months of operations,
      generating gross application fee revenues of approximately $1,350. FIIC
      anticipates 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.
      FIIC also believes 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. FIIC
      believes that it may be able to write up to 2,000 policies per year its initial
      target geographic markets, but continues 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.




6


Since
      the
      funds in the regulatory working capital reserves 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:




·
            market
                acceptance and the growth rate of demand, if any, for FIIC's Investor
                Protection policies;




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




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




·
            availability
                of opportunities for strategic acquisition of other companies with
                technology, resources, customers or know−how that will further the growth
                of the FIIC's insurance business;
                and




·
            the
                accuracy of FIIC's 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.




**Off-Balance
      Sheet Arrangements**




As
      of
      March 31, 2006, we did not have any off-balance sheet arrangements.




**Employees**




As
      of
      March 31, 2006, the efforts of FIIC's named executive officers, directors and
      key personnel have been primarily for no, nominal and/or deferred compensation.
      Prior to February 7, 2006, FIIC had not entered any employment or other
      long−term compensation agreements with its executive officers or other key
      personnel. FIIC intends to enter formal employment agreements with all of its
      executive officers and key personnel as the company seeks to license and launch
      its insurance operations. However, on February 7, 2006, FIIC executed a written
      consulting agreement with Jim France documenting his consulting arrangement
      and
      confirming the continuance of such arrangement until such time as FIIC has
      sufficient funds to formalize the terms of and execute an employment agreement
      with Mr. France. FIIC anticipates that the terms of all of its employment
      agreements with its officers will provide for cash and equity compensation
      an
      appropriate level for a start−up company, but also recognize the professional
      experience and forms of expertise each individual brings to FIIC's business.
      FIIC also anticipates that its employment agreements will include provisions
      setting forth any severance arrangements, as well as confidentiality and
      non−competition clauses.





**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 the Company’s common stock involves a high degree of risk.
      Investors should carefully consider the risks described below and all of the
      information contained in the Company’s Annual Report on Form 10-KSB, as filed
      April 12, 2006, 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.*




*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.*




7


***Risks
      Related to Our Operations***




**FIIC
      has no operating history, expects to initially incur losses and cannot assure
      you that it will achieve profitability.**




We
      have
      not yet launched our insurance operations and thus we have not generated any
      revenues from sales of Investor Protection or other insurance policies, or
      sublicenses of the FIIC Database Content and Technology. FIIC has 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. FIIC continues to incur substantial costs to establish its insurance
      subsidiaries 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
      March 31, 2006, we had an accumulated deficit of approximately $2,672,284.
      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 the
      Investor Protection policies cannot begin until FIIC receives all necessary
      regulatory approvals. If FIIC fails to generate significant revenues from
      commercial sales, fails to obtain necessary regulatory approvals, or if revenues
      fail to grow at a pace rapid enough to offset anticipated increases in expenses,
      it may never achieve profitability.




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




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




·
            reliance
                on FIIC LLC to ensure the security of the FIIC Database Content and
                Technology Data and Standards from FIIC’s competitors;




·
            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




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




Disruption
      or termination of our agreement with FIIC LLC could delay or suspend our overall
      efforts to create a market for our Investor Protection policies. The loss of
      the
      license or FIIC LLC’s failure to maintain the licensed technology and data could
      require us to cease providing products or services using such licensed
      technology, which would likely result in a significant loss of revenue for
      our
      business. The
      total
      licensing fee of $109,792 was expensed as of March 31, 2006; $72,218 of the
      balance remains payable as of March 31, 2006.




8


***Risks
      Relating to Regulatory Requirements***




**FIIC’s
      planned insurance subsidiaries all require certain licensing and/or
      certifications from certain government agencies, without which they will be
      unable to operate and unable to generate revenues.**




FIIC
      cannot assure you that it will be able to obtain the regulatory approvals
      necessary for the establishment and operation of its planned insurance
      subsidiaries 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.




**FIIC
      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 FIIC’s operations, including the
      sharing of such information with FIIC LLC pursuant to the license agreement
      for
      maintenance of the FIIC Database Content and Technology, and could result in
      substantial expense for regulatory compliance, limitations on access to
      important information, litigation expense and a loss of revenue. Furthermore,
      investors may become less willing to provide personal information over time
      as
      other companies’ failures to adequately protect customer personal information
      become publicized.




**If
      FIIC fails to maintain effective internal controls over financial reporting,
      it
      may be subject to litigation and/or costly remediation and the price of its
      common stock may be adversely affected.**




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




**FIIC’s
      capital needs are uncertain and FIIC 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 FIIC’s insurance business and the FIIC’s
      ability to generate revenue.**




FIIC
      believes that it will have sufficient cash and cash equivalents to meet
      projected operating requirements for approximately the next 12 months upon
      completion of the planned Private Placement. However, if we do not complete
      the
      Private Placement within the third quarter, or fail 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 because, pursuant
      to
      district and federal insurance law, the Washington, D.C. Department of Insurance
      and Securities Regulation (“D.C. DISR”), 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. FIIC is in the process of preparing an application for the establishment
      and licensing of an RRG for submission to the D.C. DISR, pending the funding
      of
      a required actuarial feasibility study and the necessary working capital
      reserve. We anticipate filing of the complete application during the late third
      or early fourth quarter of 2006. If FIIC is unable to fund or successfully
      complete the required study or the minimum working capital reserve, then it
      will
      be unable to launch its operations. Since the funds in the working capital
      reserve cannot be used to fund operations, FIIC may also need additional capital
      to continue to grow its business in keeping with market demand if early product
      sales are steady.




9


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




·
            market
                acceptance and the growth rate of demand, if any, for FIIC’s Investor
                Protection policies;




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




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




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




·
            the
                accuracy of FIIC’s 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 FIIC requires 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, FIIC may not be able
      to
      raise such funds at the time that it desires 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.




**If
      FIIC is unable to meet its obligations resulting from the Bridge Financing,
      certain relationships key to the potential success of FIIC’s 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. We are
      currently in default on the Oceanus Note. A legal fee of $3,500 associated
      with
      the February 28, 2006 amendment, and accrued interest through February 28,
      2006
      was due and payable immediately, yet to date those amounts have not been paid.
      Further, the principal balance of $92,000 due on the amended Oceanus Note was
      due and payable on the earlier of May 29, 2006 or our receipt of equity or
      debt
      financing in excess of $500,000. As we have not paid the pending principal,
      fees
      or interest due, we are currently in default under the terms of the amended
      Oceanus Note.




In
      support of the Oceanus Note, we executed a security agreement in favor of the
      noteholder, 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 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 noteholder chooses not
      to
      convert the Oceanus Note to alternatively satisfy such obligations, under the
      pledge agreements the noteholder would be entitled to the pledged shares.
      Although the noteholder could not obtain control of the Company upon receipt
      of
      the pledged shares and exercise of our warrant to purchase common stock, the
      noteholder would obtain a more significant stake in FIIC, ranging from
      approximately 8.25% on a fully diluted basis up to 10.08% on an undiluted basis.
      Further, upon enforcement of the pledge agreement, Mr. France would lose all
      of
      his current holdings of common stock in our FIIC, 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 noteholder seeks to exert control over the rights to the FIIC Database
      Content and Technology on which our business model relies, the noteholder could
      disrupt our business to the detriment of our results of operations and the
      other
      stockholders of FIIC.




**Item
      3.**   **Controls
      and Procedures.**




**Evaluation
      of Disclosure Controls and Procedures**




10


As
      of the
      end of the period covered by this report on Form 10-QSB, our President
      (principal executive officer) and our Chief Financial Officer performed an
      evaluation of the effectiveness of and the operation of our disclosure controls
      and procedures as defined in Rule
      13a-15 (e)
      or Rule
      15d-15 (e)
      under
      the Exchange Act. Based on that evaluation, our President and Chief Financial
      Officer concluded that as of the end of the period covered by the report on
      Form
      10-QSB, our disclosure controls and procedures are effective in timely alerting
      them to 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 the Registrant’s 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.




11




**PART
      II — OTHER INFORMATION**




**Item
      1.**   **Legal
      Proceedings.**




None.




**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 March 31, 2006, other than as
      previously reported in our Current Report on Form 8-K filed with the SEC on
      March 6, 2006, as amended; our Annual Report on Form 10-KSB for the year ended
      December 31, 2005 as filed with the SEC on April 12, 2006; and our Current
      Report on Form 8-K filed with the SEC on May 5, 2006, and as stated
      below.




As
      previously reported on a Current Report on Form 8-K filed with the SEC on May
      5,
      2006, the
      Registrant received
      funding and became obligated under a series of Convertible Promissory Notes
      (the
“Notes”) on May 1, 2006, bearing
      simple interest at 8% per annum, the principal and any accrued interest of
      which
      is due and payable on or before May 2, 2007. The Registrant initially received
      and reported an
      aggregate of $310,000 in proceeds (“Proceeds”) from the Notes,
      but ultimately received $325,000 of such proceeds. The additional $15,000 Note,
      as with the previously reported Notes, the
      entire amount of outstanding principal and accrued interest are convertible
      at
      any time at the option of the Holder into restricted shares of the Registrant’s
      Common Stock at a rate of $0.50 per share. However, the Notes automatically
      convert into restricted shares of the Registrant’s Common Stock at the close of
      the Registrant’s next round of equity financing yielding gross proceeds of at
      least $2,000,000. Upon any conversion, the Notes will cease to represent a
      debt,
      and will instead signify only that the Holder has a right to receive
      certificates evidencing the Common Stock to which the Holder is entitled.





In
      conjunction with the Notes, each
      of
      the Holders became entitled to a loan closing fee, to be paid in the form of
      restricted shares of the Registrant’s Common Stock, par value $0.001 per share,
      totaling an aggregate of 866,667 shares. As the escrow originally applicable
      to
      such Notes was only released on May 9, 2006, these shares have not yet been
      certificated but are deemed issued and outstanding by the Registrant as of
      May
      9, 2006.





The
      Registrant issued the Notes, and anticipates issuing the Common Stock related
      to
      the loan closing fee, pursuant to Section 4(2) of the Securities Act of 1933,
      as
      amended (the “Securities Act”). Each
      Holder executed a detailed subscription agreement to the Registrant
      representing, among other things, that (1) he is an accredited investor within
      the meaning of Regulation D, promulgated under the Securities Act; (2) he is
      aware of the risks of the investment; and (3) the Notes were not offered or
      issued as part of any public offering.  No
      underwriters participated in this transaction.




**Item
      3.****Defaults
      Upon Senior Securities**




As
      previously reported on a Current Report on Form 8-K/A filed with the SEC on
      June
      6, 2006, and as discussed under Item 2, “Bridge Financing and Private Placement”
above, 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, yet to date those amounts
      have not been paid. Further, t he
      principal balance of $92,000 due on the amended Oceanus Note was due and payable
      on the earlier of May 29, 2006 or the Registrant’s receipt of equity or debt
      financing in excess of $500,000. As the Registrant has not paid the pending
      principal, fees or interest due, it is currently in default under the terms
      of
      the amended Oceanus Note. The Registrant is in negotiations with Oceanus to
      extend or otherwise restructure the terms of the Oceanus Note.





II-1




**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 March 31, 2006, other than as previously reported in
      our
      Current Report on Form 8-K filed with the SEC on March 6, 2006, as amended
      June
      6, 2006, and our Annual Report on Form 10-KSB for the year ended December 31,
      2005, filed with the SEC on April 12, 2006, in relation to the merger of
      Nicklebys Acquisition Corp., a wholly-owned subsidiary of Nicklebys.com, Inc.,
      with and into FIIC, Inc., a related reverse stock split and option plan
      assumption, and the subsequent reincorporation and name change of Nicklebys.com,
      Inc. to FIIC Holdings, Inc.




**Item
      5.**   **Other
      Information.**




The
      Registrant previously reported in its Annual Report on Form 10-KSB for the
      year
      ended December 31, 2005, as filed with the SEC on April 12, 2006, that the
      Registrant executed a consulting agreement with Mirador Consulting, Inc.
      (“Mirador”) on April 6, 2006 (the “Mirador Agreement”). The Mirador Agreement’s
      terms originally included an allocation of equity compensation that the
      Registrant’s Board of Directors desired to alter at the time of its review of
      the Mirador Agreement for ratification. Under the revised and ratified
      agreement, Mirador will receive 125,000 shares of the Company in the first
      six
      (6) months of the agreement and 125,000 shares of the Company in the second
      six
      (6) months. The first 125,000 shares owed to Mirador have
      not
      yet been certificated but are deemed issued and outstanding by the Registrant
      as
      of April, 19 2006.




In
      addition, the Registrant’s predecessor FIIC, Inc. had provided Nicklebys.com,
      Inc. approximately $87,000 for the satisfaction of Nicklebys.com’s pre-Merger
      liabilities, and had agreed to cover approximately an additional $13,000 of
      closing costs arising from Nicklebys.com, Inc. post-Merger. The additional
      post-Merger costs remain due and payable as of June 15, 2006.




Additionally,
      on April 10 ,
      2006
      the Registrant entered into corporate services agreement with Metropolis Public
      Relations (“Metropolis”), whereby Metropolis will provide corporate press
      release writing, public relations, corporate communications and media services
      in exchange for a monthly service fee of $1,250.




On
      May
      15, 2006, the Registrant entered into a Hosted Services Agreement with Fair
      Isaac Corporation for use of the LiquidCredit Service: decision engine for
      Small
      Business software at a monthly minimum fee totaling $6,480 per year.  The
      licensed software, when used in conjunction with the FIIC Database Content
      and
      Technology, will enable the Registrant to conduct a background check for each
      applicant, resulting in receipt of a personal and business credit score and
      an
      indication of any prior bankruptcy status. The Registrant must initiate the
      process of screening applicants prior to filing its application for licensing
      with the Washington,
      D.C. Department of Insurance and Securities Regulation (the "D.C.
      DISR") .
      The
      service agreement is for a one year term, and automatically renewable for
      additional one year periods in the absence of 60 days’ prior termination
      notice.





On
      May
      31, 2006, the Registrant engaged Rector & Associates, Inc., an insurance
      regulatory consulting firm ("Rector"), in conjunction with CAB Consulting
      Services, LTD. ("CAB"), to assist in the preparation of the feasibility study
      required for establishing and licensing FIIC RRG in Washington, D.C. The
      Registrant has provided Rector with a $30,000 refundable retainer to be applied
      to the fees of Rector and/or CAB. The study will require at least 6 weeks to
      complete.




**Item
      6.**   **Exhibits.**




(a)
      Exhibits.




**Exhibit**
            
            **Item**10.1
            
            Hosted
                Services Agreement with Fair Isaac Corporation dated May 15,
                200610.2
            
            Letter
                Agreement with Rector & Associates, Inc. dated May 31,
                200631.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002









II-2


**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: June
                21, 2006
              By:
              /s/ James
                W.
                FranceJames
                    W. France
                    President
                      and Chief Executive Officer
                      (Principal
                        Executive Officer)Date:
                  June 21, 2006
              By:
              /s/
                Wade L. EstepWade
                    L. Estep
                    Chief
                      Financial Officer
                      (Principal
                        Accounting Officer)








**EXHIBIT
      INDEX**




**Exhibit**
              
              **Item**10.1
              
              Hosted
                  Services Agreement with Fair Isaac Corporation dated May 15,
                  200610.2
              
              Letter
                  Agreement with Rector & Associates, Inc. dated May 31,
                  200631.1
              
              Certification
                  of Chief Executive Officer pursuant to Section 302(a) of the
                  Sarbanes-Oxley Act of 200231.2
              
              Certification
                  of Chief Financial Officer pursuant to Section 302(a) of the
                  Sarbanes-Oxley Act of 200232.1
              
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to Section
                  906 of the Sarbanes-Oxley Act of
                  2002