**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **FORM
        10-QSB**
 
 
 **x** **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
        ACT
        OF 1934**
 For
        the
        Quarterly period ended November 30, 2006
 
 
 ** ̈** **TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF
        1934 (NO FEE REQUIRED)**
 For
        the transitional period from ______ to ______
 
 *Commission
        File No. 0-32923*
 
 
 **FINANCIAL
        MEDIA GROUP, INC.**
 (Exact
        Name of Small Business Issuer in its Charter)
 
 **NEVADA**
              
              **33-0198542**(State
                  or other jurisdiction of incorporation of organization)
              
              (I.R.S.
                  Employer Identification Number)
 
 
 **2355
        Main Street, Suite 120, Irvine, CA 92614**
 (Address
        of principal executive office)
 
 
 **(949)
        486-3990**
 (Issuer's
        telephone number)
 
 
 Check
        whether the issuer has (1) filed all reports required by Section 12 or 5(d)
        of
        the Exchange Act during the past 12 months, and (2) been subject to such
        filing
        requirements for the past ninety (90) days. YesxNo ̈
  As
        of
        January 16, 2007, the Company had 26,191,512 shares of Common Stock issued
        and
        outstanding.
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 *Table
              of Contents*
  **FINANCIAL
        MEDIA GROUP, INC.**
 
 **TABLE
        OF CONTENTS**
 
 Report
        on
        Form 10-QSB
 for
        the
        quarter ended November 30, 2006
 
 **Page****PART
                  I FINANCIAL INFORMATION**Item
                  1.    Financial
                  StatementsConsolidated
                  Balance Sheet at November30, 2006
                  (Unaudited)
              3Consolidated
                  Statements of Operations for the Three
                  Month Periods ended November 30, 2006 and 2005
                  (Unaudited)
              4Consolidated
                  Statements of Cash Flows for the Three Month
                  Periods ended November 30, 2006 and 2005 (Unaudited)
              5Notes
                  to the Consolidated Financial Statements
                  (Unaudited)
              6
                  -
                  12Item
                  2.    Management's Discussion and
                  Analysis of Financial Condition and Results of
                  Operations
              13Item
                  3.    Controls and
                  Procedures
              16**PART
                  II OTHER INFORMATION**Item
                  1.    Legal
                  Proceedings
              17Item
                  2.    Changes in
                  Securities
              17Item
                  3.    Defaults upon Senior
                  Securities
              17Item
                  4.    Submission of Matters to Vote
                  of Security Holders
              17Item
                  5.    Other
                  Information
              17Item
                  6.    Exhibits and Reports on Form
                  8-K
              17Signatures
                  and Certifications
              17
 
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            of Contents*
 **PART
        I**
 
 **Item
        1. Consolidated Financial Statements**
 
 **FINANCIAL
        MEDIA GROUP, INC. AND
        SUBSIDIARIES**
 BALANCE
        SHEET
 November
        30, 2006
 (Unaudited)
 
 ASSETS**Current
                  assets:**Cash & cash equivalents
              
              $
              24,526Accounts receivable, net
              
              
              60,346Marketable securities
              
              
              6,269,364Other current assets
              
              
              10,478Total
                  current assets
              
              
              6,364,714PROPERTY
                  & EQUIPMENT, Net
              
              
              96,065Deposit
              
              
              29,421$
              6,490,200LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  liabilities:**Accounts payable
              
              $
              318,315Accrued expenses
              
              
              1,370,211Deferred revenue
              
              
              2,914,305Loan payable to related party
              
              
              227,000Loans payable
              
              
              269,032Note payable
              
              
              100,000Current portion of notea payable - Officers
              
              
              1,507,500Total
                  current liabilities
              
              
              6,706,363Long
                  term debt - Officer
              
              
              1,500,000Commitments
              
              
              --**Stockholders’
                  deficit**Common stock, $0.001 par value, 300,000,000 shares authorized,26,191,512
                  issued and outstanding
              
              
              26,192Paid in capital
              
              
              1,677,655Unrealized gain on marketable securities
              
              
              1,186,195Accumulated deficit
              
              
              (4,606,205
              )Total
                  stockholders' deficit
              
              
              (1,716,163
              )Total
                  liabilities and stockholders' deficit
              
              $
              6,490,200
  The
        accompanying notes are an integral part of these unaudited consolidated
        financial statements.
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              of Contents*
  **FINANCIAL
        MEDIA GROUP, INC. AND
        SUBSIDIARIES**
 STATEMENT
        OF OPERATIONS
 (Unaudited)
  **For
                    the three month periods ended November 30,****2006**
                
                **2005****Net
                    revenues**
                
                $
                1,641,225
                
                $
                1,346,389**Operating
                    expenses**Selling, general & administrative
                
                
                1,274,910
                
                
                791,986Depreciation and amortization
                
                
                8,826
                
                
                3,335Impairment of marketable securities
                
                
                1,103,020
                
                
                1,154,052Total
                    operating expenses
                
                
                2,386,756
                
                
                1,949,373Loss
                    from operations
                
                
                (745,529
                )
                
                (602,984
                )**Non-operating
                    income (expense)**Interest expense
                
                
                (49,070
                )
                
                (46,564
                )Interest income
                
                
                --
                
                
                350Gain (loss) on sale of marketable securities
                
                
                (64,681
                )
                
                96,005Total
                    non-operating income (expense)
                
                
                (113,751
                )
                
                49,792**Loss
                    from operations before income taxes**
                
                
                (859,281
                )
                
                (553,192
                )Provision
                    for income tax
                
                
                12,524
                
                
                --**Net
                    income (loss)**
                
                
                (871,805
                )
                
                (553,192
                )**Other
                    comprehensive gain (loss):**Reclassification adjustment
                
                
                106,468
                
                
                --Unrealized gain (loss) on marketable securities
                
                
                730,942
                
                
                (354,126
                )**Comprehensive
                    gain (loss)**
                
                $
                (34,395
                )
                $
                (907,318
                )**Basic
                    and diluted net loss per share**
                
                $
                (0.034
                )
                $
                (0.013
                )**Weighted
                    average shares of share capital outstanding -
                    basic**
                
                
                25,854,728
                
                
                43,343,407
  
 The
        accompanying notes are an integral part of these unaudited consolidated
        financial statements.
 
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            of Contents*
  **FINANCIAL
        MEDIA GROUP, INC.**
 STATEMENTS
        OF CASH FLOWS
 (Unaudited)
  **For
                    the three month periods ended November 30,****2006**
                
                **2005****Cash
                    flows from operating activities:**Net
                    loss
                
                $
                (871,805
                )
                $
                (553,192
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Bad debts
                
                
                25,475
                
                
                --Depreciation and amortization
                
                
                8,826
                
                
                3,335Revenues in exchange of marketable securities
                
                
                (1,488,861
                )
                
                (1,317,984
                )Impairment of marketable securities
                
                
                1,103,020
                
                
                1,154,052Loss (gain) on sale of marketable securities
                
                
                64,681
                
                
                (96,005
                )(Increase)
                    decrease in current assets:Receivables
                
                
                (5,188
                )
                
                (700
                )Other current assetsAdvances from third party
                
                
                (8,810
                )
                
                5,196Increase
                    (decrease) in current liabilities:
                
                
                --
                
                
                (46,500
                )Accounts payable
                
                
                46,349
                
                
                (37,876
                )Accrued expenses
                
                
                134,928
                
                
                147,136Net
                    cash used in operating activities
                
                
                (991,386
                )
                
                (742,538
                )**Cash
                    flows from investing activities:**Cash paid to purchase property and equipment
                
                
                (9,760
                )
                
                (15,250
                )Cash received from sale/purchase of marketable securities,
                    net
                
                
                204,940
                
                
                46,787Net
                    cash provided by investing activities
                
                
                195,180
                
                
                31,537**Cash
                    flows from financing activities:**Cash receipts from loans payable
                
                
                83,400
                
                
                319,676Cash receipts from loan payable to related party
                
                
                187,000
                
                
                --Cash received from sale of common shares
                
                
                493,500
                
                
                768,750Net
                    cash provided by financing activities
                
                
                763,900
                
                
                1,088,426**NET
                    INCREASE (DECREASE) IN CASH & CASH
                    EQUIVALENTS**
                
                
                (32,304
                )
                
                377,425**CASH
                    & CASH EQUIVALENTS, BEGINNING BALANCE**
                
                
                56,830
                
                
                190,594**CASH
                    & CASH EQUIVALENTS, ENDING BALANCE**
                
                $
                24,526
                
                $
                568,019
   The
        accompanying notes are an integral part of these unaudited consolidated
        financial statements.
 
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            of Contents*
  **FINANCIAL
        MEDIA GROUP, INC** .
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  **NOTE
        1**  **DESCRIPTION
        OF BUSINESS AND BASIS OF PRESENTATION**
 
 Financial
        Media Group, Inc. (the “Company,” "We," or "FMG") is a full service financial
        media company focused on applications that enables the retail investment
        and
        financial communities to collaborate directly with publicly traded companies.
        The Company provides Internet based media and advertising services through
        its
        financial website and the Company’s newspaper “WallSt.net Digest.” The Company
        provides full array of customized investor awareness programs such as audio
        and
        video of senior management interviews, press releases, newsletter and
        editorials, small cap conferences and seminars, email mailings and
        forums.
 
 WallStreet
        Direct, Inc. (“WallStreet”), a wholly-owned subsidiary of Financial Media Group,
        Inc. was incorporated in the State of Nevada on January 5, 2005 as a financial
        holding company specializing as a provider of financial news, tools and
        content for the global investment community. On January 15, 2005, WallStreet
        acquired 100% of the assets and outstanding shares of Digital WallStreet,
        Inc.
        which was 100% owned by the majority shareholder (86%) of the Company, in
        exchange for two promissory notes of $1,500,000 each, carrying interest at
        6%
        per annum, due and payable on January 31, 2007 and January 31, 2010. As this
        merger is between entities under the common control, the issuance of the
        promissory notes to the majority shareholder has been recorded as a distribution
        to the majority shareholder. The merger has been accounted for on historical
        cost basis.
 
 Digital
        WallStreet, Inc. was incorporated in Nevada on June 12, 2002, and commenced
        its
        operations during the first quarter of 2003. Wallstreet is a full service
        financial media company focused on applications that enables the retail
        investors and financial communities to collaborate directly with publicly
        traded
        companies. The company provides internet based media and advertising services
        through its financial website “Wallst.net” and the through its business
        newspaper “WallSt.net Digest.”
 
 On
        January 6, 2006, Financial Media Group, Inc. acquired 100% of the equity
        in
        WallStreet pursuant to an Agreement and Plan of Reorganization dated September
        19, 2005 by and between WallStreet and the Company. Financial Media Group,
        Inc.,
        formerly known as Giant Jr. Investments Corp., was incorporated in Nevada
        in
        1984 as Business Development Company, Inc. Pursuant to the acquisition of
        WallStreet, WallStreet became the wholly owned subsidiary of Financial Media
        Group, Inc. The former shareholders of WallStreet received 19,998,707 shares
        or
        82% of the issued and outstanding shares of the Company’s common stock in
        exchange for all the issued and outstanding shares of WallStreet.
 
 The
        acquisition of WallStreet is accounted for as a reverse acquisition under
        the
        purchase method of accounting since the shareholders of WallStreet obtained
        control of the consolidated entity. Accordingly, the reorganization of the
        two companies is recorded as a recapitalization of WallStreet, with WallStreet
        being treated as the continuing operating entity. The historical financial
        statements presented herein will be those of WallStreet. The continuing entity
        retained August 31 as its fiscal year end.
 
 On
        February 10, 2006, Financial Media Group, Inc. established a 100% wholly
        owned
        subsidiary Financial Filings Corp. This business unit focuses on providing
        edgarization and newswire services to small and mid-sized public companies.
        These compliance services provide formatting of pertinent SEC filings and
        distribution of news in more than 30 languages to media outlets in more than
        135
        countries.
 
 On
        June
        13, 2006, Financial Media Group, Inc. established another wholly owned
        subsidiary MyWallStreet, Inc. MyWallStreet, Inc. is presently in the development
        stage and will offer a social networking platform that allows members to
        collaborate with one another, build personalized web-pages, exchange ideas,
        access financial content, and build social networks comprised of other
        members, targeted to the financial community.
 
 **NOTE
          2**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Basis
        of Presentation**
 
 The
        accompanying unaudited consolidated financial statements have been prepared
        in
        accordance with the rules and regulations of the Securities and Exchange
        Commission for the presentation of interim financial information, but do
        not
        include all the information and footnotes required by generally accepted
        accounting principles for complete financial statements. The audited financial
        statements for the year ended August 31, 2006 were filed on November 29,
        2006
        with the Securities and Exchange Commission and is hereby incorporated by
        reference. In the opinion of management, all adjustments considered necessary
        for a fair presentation have been included. Operating results for the
        three-month period ended November 30, 2006 are not necessarily indicative
        of the
        results that may be expected for the year ended August 31, 2007.
 
 **Principles
        of Consolidation**
 
 The
        consolidated financial statements include the accounts of the Company, its
        wholly-owned subsidiaries WallStreet Direct, Inc., Digital Wall Street, Inc.,
        Financial Filings Corp. and My WallStreet, Inc. All significant inter-company
        accounts and transactions have been eliminated.
 
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 *Table
            of Contents*
  **Use
        of Estimates**
 
 In
        preparation of financial statements in conformity with generally accepted
        accounting principles, management is required to make estimates and assumptions
        that affect the reported amounts of assets and liabilities and the disclosure
        of
        contingent assets and liabilities at the date of the financial statements
        and
        revenues and expenses during the reported period. Actual results could differ
        from those estimates.
 
 **Marketable
        Securities**
 
 The
        Company’s investments in securities are classified as available-for-sale and, as
        such, are carried at fair value based on quoted market prices. Securities
        classified as available-for-sale may be sold in response to changes in interest
        rates, liquidity needs, and for other purposes.
 
 Unrealized
        holding gains and losses for available-for-sale securities are excluded from
        earnings and reported as a separate component of stockholder’s equity. Realized
        and unrealized gains and losses for securities classified as available-for-sale
        are included in the statement of operations and comprehensive gain,
        respectively. On November 30, 2006, marketable securities have been recorded
        at
        $6,269,364 based upon the fair value of the marketable securities.
 
 **Revenue
        Recognition**
 
 The
        Company generates its revenues from awareness products and advertising
        promotions related to marketing public companies and professional investment
        concerns. This is facilitated through the Company’s financial website,
        investment conferences and printing of publications and newspaper.
 
 All
        sources of revenue are recorded pursuant to Staff Accounting Bulletin (SAB)
        104
        Revenue Recognition, when persuasive evidence of arrangement exists, delivery
        of
        services has occurred, the fee is fixed or determinable and collectibility
        is
        reasonable assured.
 
 The
        Company recognizes revenue on marketable securities and cash received for
        services which is to be provided in future periods, on a pro-rata basis over
        the
        term of the agreement.
 
 **Fair
        Value of Financial Instruments**
 
 Statement
        of financial accounting standard No. 107, Disclosures about fair value of
        financial instruments, requires that the Company disclose estimated fair
        values
        of financial instruments. The carrying amounts reported in the statements
        of
        financial position for assets and liabilities qualifying, as financial
        instruments are a reasonable estimate of fair value.
  **Basic
        and Diluted Net Loss Per Share**
 
 Net
        loss
        per share is calculated in accordance with the Statement of financial accounting
        standards No. 128 (SFAS No. 128), “Earnings per share.” Basic net loss per share
        is based upon the weighted average number of common shares outstanding. Dilution
        is computed by applying the treasury stock method. Under this method, options
        and warrants are assumed to be exercised at the beginning of the period (or
        at
        the time of issuance, if later), and as if funds obtained thereby were used
        to
        purchase common stock at the average market price during the period. Weighted
        average number of shares used to compute basic and diluted loss per share
        is the
        same since the effect of dilutive securities is anti-dilutive.
 
 **Reporting
        Segments**
 
 Statement
        of financial accounting standards No. 131, Disclosures about segments of
        an
        enterprise and related information (SFAS No. 131), which superseded statement
        of
        financial accounting standards No. 14, Financial reporting for segments of
        a
        business enterprise, establishes standards for the way that public enterprises
        report information about operating segments in annual financial statements.
        The
        Company has determined it currently has only one segment.
 
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            of Contents*
  **Stock-based
        Compensation**
 
 The
        Company adopted SFAS No. 123 (Revised 2004), Share Based Payment (“SFAS
        No. 123R”), under the modified-prospective transition method on
        January 1, 2006. SFAS No. 123R requires companies to measure and
        recognize the cost of employee services received in exchange for an award
        of
        equity instruments based on the grant-date fair value. Share-based compensation
        recognized under the modified-prospective transition method of SFAS No. 123R
        includes share-based compensation based on the grant-date fair value determined
        in accordance with the original provisions of SFAS No. 123, Accounting for
        Stock-Based Compensation, for all share-based payments granted prior to and
        not
        yet vested as of January 1, 2006 and share-based compensation based on the
        grant-date fair-value determined in accordance with SFAS No. 123R for all
        share-based payments granted after January 1, 2006. SFAS No. 123R
        eliminates the ability to account for the award of these instruments under
        the
        intrinsic value method prescribed by Accounting Principles Board (“APB”) Opinion
        No. 25, Accounting for Stock Issued to Employees, and allowed under the original
        provisions of SFAS No. 123. Prior to the adoption of SFAS No. 123R, the
        Company accounted for our stock option plans using the intrinsic value method
        in
        accordance with the provisions of APB Opinion No. 25 and related
        interpretations.
 
 The
        Company did not issue any options during the three month periods ended November
        30, 2006 and 2005 respectively.
 
 **Issuance
        of Shares for Services**
 
 The
        Company accounts for the issuance of equity instruments to acquire goods
        and
        services based on the fair value of the goods and services or the fair value
        of
        the equity instrument at the time of issuance, whichever is more reliably
        measurable.
 
 **Comprehensive
        Income**
 
 Statement
        of financial accounting standards No. 130, Reporting comprehensive income
        (SFAS
        No. 130), establishes standards for reporting and display of comprehensive
        income, its components and accumulated balances. Comprehensive income is
        defined
        to include all changes in equity, except those resulting from investments
        by
        owners and distributions to owners. Among other disclosures, SFAS No. 130
        requires that all items that are required to be recognized under current
        accounting standards as components of comprehensive income be reported in
        financial statements that are displayed with the same prominence as other
        financial statements.
 
 **Reclassifications**
 
 Certain
        comparative amounts have been reclassified to conform to the current year’s
        presentation.
  **Recent
        Accounting Pronouncements**
 
 In
        February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
        Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
        Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid
        financial instrument that contains an embedded derivative that otherwise
        would
        require bifurcation, clarifies which interest-only strips and principal-only
        strips are not subject to the requirements of SFAS No. 133, establishes a
        requirement to evaluate interest in securitized financial assets to identify
        interests that are freestanding derivatives or that are hybrid financial
        instruments that contain an embedded derivative requiring bifurcation, clarifies
        that concentrations of credit risk in the form of subordination are not embedded
        derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
        qualifying special-purpose entity from holding a derivative financial instrument
        that pertains to a beneficial interest other than another derivative financial
        instrument. This statement is effective for all financial instruments acquired
        or issued after the beginning of the Company's first fiscal year that begins
        after September 15, 2006. The management is currently evaluating the effect
        of
        this pronouncement on financial statements.
 
 In
        March
        2006, FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
        Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing
        of Financial Assets and Extinguishments of Liabilities, with respect to the
        accounting for separately recognized servicing assets and servicing liabilities.
        This Statement:
 
 1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract. 2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if
                practicable. 3.
            Permits
                an entity to choose ‘Amortization method’ or ‘Fair value measurement
                method’ for each class of separately recognized servicing assets and
                servicing liabilities: 4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a servicer elects to subsequently
                measure at fair value. 5.
            Requires
                separate presentation of servicing assets and servicing liabilities
                subsequently measured at fair value in the statement of financial
                position
                and additional disclosures for all separately recognized servicing
                assets
                and servicing liabilities. 
 This
        Statement is effective as of the beginning of the Company’s first fiscal year
        that begins after September 15, 2006. The management is currently evaluating
        the
        effect of this pronouncement on financial statements.
 
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  In
        September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP), and expands disclosures
        about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement does not require
        any
        new fair value measurements. However, for some entities, the application
        of this
        Statement will change current practice. This Statement is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. The management is currently
        evaluating the effect of this pronouncement on financial
        statements.
 
 In
        September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
        Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
        88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
        employer to recognize the over funded or under funded status of a defined
        benefit postretirement plan (other than a multiemployer plan) as an asset
        or
        liability in its statement of financial position and to recognize changes
        in
        that funded status in the year in which the changes occur through comprehensive
        income of a business entity or changes in unrestricted net assets of a
        not-for-profit organization. This Statement also improves financial reporting
        by
        requiring an employer to measure the funded status of a plan as of the date
        of
        its year-end statement of financial position, with limited exceptions. An
        employer with publicly traded equity securities is required to initially
        recognize the funded status of a defined benefit postretirement plan and
        to
        provide the required disclosures as of the end of the fiscal year ending
        after
        December 15, 2006. An employer without publicly traded equity securities
        is
        required to recognize the funded status of a defined benefit postretirement
        plan
        and to provide the required disclosures as of the end of the fiscal year
        ending
        after June 15, 2007. However, an employer without publicly traded equity
        securities is required to disclose the following information in the notes
        to
        financial statements for a fiscal year ending after December 15, 2006, but
        before June 16, 2007, unless it has applied the recognition provisions of
        this
        Statement in preparing those financial statements:
 
 a)
            A
                brief description of the provisions of this Statement b)
            The
                date that adoption is required c)
            The
                date the employer plans to adopt the recognition provisions of this
                Statement, if earlier. 
 The
        requirement to measure plan assets and benefit obligations as of the date
        of the
        employer’s fiscal year-end statement of financial position is effective for
        fiscal years ending after December 15, 2008. The management is currently
        evaluating the effect of this pronouncement on financial statements .
  NOTE
        3 MARKETABLE
        SECURITIES
  The
        Company’s investment in securities is classified as available-for-sale and, as
        such, is carried at fair value. All of the securities comprised of shares
        of
        common stock of its customers. Securities classified as available-for-sale
        may
        be sold in response to changes in interest rates, liquidity needs, and for
        other
        purposes. The Company does not have any held-to-maturity or trading securities
        as of November 30, 2006.
 
 Unrealized
        holding gains and losses for available-for-sale securities are excluded from
        earnings and reported as a separate component of stockholder’s equity. Realized
        gains and losses for securities classified as available-for-sale are reported
        in
        earnings based upon the adjusted cost of the specific security sold. The
        Company
        sold marketable securities during the three month periods ended November
        30,
        2006 and recorded a realized loss of $64,681. The Company realized a gain
        of
        $96,005 on sale of marketable securities during the three months ended November
        30, 2005. The Company recognized an impairment expense on the marketable
        securities of $1,103,020 and $1,154,052 during the three months ended November
        30, 2006 and 2005 respectively.
 
 Marketable
        securities classified as available-for-sale consisted of the following as
        of
        November 30, 2006:
 
 Marketable
                  Securities
              
              Cost
              
              Market
                  Value at November 30, 2006
              
              Unrealized
                  GainVarious
              
              $5,083,169
              
              $6,269,364
              
              $1,186,195
 
 **NOTE
        4** **PROPERTY
        AND
        EQUIPMENT**
 
 Property
        and equipment at November 30, 2006 consisted of the following:
  Office
                    and computer equipment
                
                $
                127,261Less:
                    accumulated depreciation
                
                
                (31,196
                )$
                96,065
  Depreciation
        expense for the three months ended November 30, 2006 and 2005 was $8,826
        and
        $3,335, respectively.
 
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  **NOTE
        5**  **DEPOSITS**
 
 Deposits
        consisted of a rent deposit of $29,421 for the Company’s corporate office at
        November 30, 2006.
 
 **NOTE
        6** **DEFERRED
        REVENUES**
 
 The
        Company receives marketable securities and cash for services to be provided
        in
        future periods. The Company recognizes revenue on a pro-rata basis over the
        term
        of the agreement. At November 30, 2006, the Company had $2,914,305 in deferred
        revenues.
  NOTE
        7 ACCRUED
        EXPENSES
  Accrued
        expenses consist of the following at November 30, 2006:
 
 Accrued
                  consulting fees
              
              $
              742,575Accrued
                  interest
              
              
              374,080Accrued
                  officers compensation
              
              
              164,499Accrued
                  payroll and taxes
              
              
              87,707Other
              
              
              1,350$
              1,370,211
 NOTE
        8 NOTES
        PAYABLE
  Note
                  payable to an officer due on demand, bearing an annual interest
                  rate of
                  8%, unsecured
              
              $
              7,500Notes
                  payable to an officer, due January 31, 2007 and January 31, 2010,
                  interest
                  rate 6%, secured
              
              
              3,000,0003,007,500Less:
                  current portion
              
              
              (1,507,500
              )Long-term
                  debt - Officer
              
              $
              1,500,000
 
 On
        January 15, 2005, the Company acquired 100% of the assets and outstanding
        shares
        of Digital WallStreet, Inc. which is 100% owned by the majority shareholder
        (86%) of the Company in exchange for two $1,500,000 promissory notes, carrying
        interest at 6% per annum, notes are due and payable on January 31, 2007 and
        January 31, 2010. As this merger is between entities under the common control,
        the issuance of the two $1,500,000 promissory notes to the majority shareholder
        has been recorded as a distribution to the majority shareholder. Should the
        total annual billings made by Digital WallStreet, Inc., for the calendar
        years
        ending December 31, 2005 or December 31, 2006 equals or exceeds $2,000,000,
        the
        full principal balance of the second $1,500,000 note will be due on or before
        January 31, 2010. If the annual billing is less than the sum of $2,000,000,
        the
        principal balance of the second note shall be reduced by the difference between
        $2,000,000 and the actual annual billings achieved. On December 11, 2006,
        the
        Company and the officer agreed to extend the payment due date of the promissory
        note due January 31, 2007 to January 31, 2010.
 
 The
        Company recorded $45,150 as interest expense on the above notes to the
        shareholder for the three months ended November 30, 2006 and $45,471 as interest
        expense for the same period ended November 30, 2005.
  **NOTE
        9 LOAN
        PAYABLE**
  The
        Company has obtained loans from related parties amounting to $227,000 and
        third
        parties amounting to $269,032 as of November 30, 2006. Loans payable to related
        parties and third parties are non-interest bearing, unsecured and payable
        on
        demand.
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  NOTE 10 COMMITMENTS
  **Operating
        Lease**
 
 The
        Company leases office facilities under operating leases that terminate on
        February 28, 2010. Rental expense for the lease consisted of $83,240 and
        $25,598
        for the three month periods ended November 30, 2006 and 2005, respectively.
        The
        Company has future minimum lease obligations as follows:
 
 Twelve
                  months ending November 30,2007
              
              $
              325,8892008
              
              
              309,6072009
              
              
              316,5262010
              
              
              106,085Total
              
              $
              1,058,107
 
 **Employment
        Agreement**
 
 On
        July
        19, 2003, WallStreet entered into an employment agreement with its Chief
        Executive Officer to provide salary, bonuses and other fringe benefits through
        December 31, 2006. Such expenses are included in general and administrative
        expenses in the accompanying statement of operations. The Company recorded
        $92,187 and $75,000 in salary and other fringe benefits for the three months
        ended November 30, 2006 and 2005, respectively.
  NOTE 11 COMMON
        STOCK AND PAID
        IN CAPITAL
  Through
        a
        private placement memorandum on September 1, 2006, the Company agreed to
        sell
        335 units at $15,000 per unit, each unit consisting of 10,000 shares of common
        stock, one Class A1 Warrant and one Class A2 Warrant, respectively. Class
        A1
        Warrants expire 12 months from the date of the private placement and Class
        A2
        Warrants expire 24 months from the date of the private placement. Each Class
        A1
        Warrant entitles the holder to purchase 5,000 shares of Common Stock for
        $2.50
        per share and each Class A2 Warrant entitles the holder to purchase 5,000
        shares
        of Common Stock for $3.50 per share. The warrants may be redeemable by the
        Company at any time commencing August 31, 2007 or upon an effective Registration
        Statement, whichever is earlier, at a price of $.05 per Warrant, upon not
        less
        than 30 days' notice to the holders of the warrants called for redemption,
        provided that the average closing bid price of the Common Stock exceeds $3.50
        for Class A1 Warrants and $4.50 for the Class A2 Warrants for 20 trading
        days.
        The exercise prices and the number of shares issuable upon the exercise of
        the
        Warrants are subject to adjustment in certain circumstances.
 
 During
        the three months ended November 30, 2006, the Company received a cash
        consideration of $493,500 for sale of 329,000 shares of Common Stock under
        September 1, 2006 private placement. No other classes of warrant holders
        exercised their warrants. The Company issued
 
 Subsequent
        to November 30, 2006, the Company received an additional cash consideration
        of
        $95,000 for sale of 63,333 shares of Common Stock under the September 1,
        2006
        private placement.
  NOTE 12 BASIC
        AND DILUTED NET
        LOSS PER SHARE
  Net
        loss
        per share is calculated in accordance with the Statement of financial accounting
        standards No. 128 (SFAS No. 128), “Earnings per share.” SFAS No. 128 superseded
        Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for
        all
        periods presented has been restated to reflect the adoption of SFAS No. 128.
        Basic net loss per share is based upon the weighted average number of common
        shares outstanding. Diluted net loss per share is based on the assumption
        that
        all dilutive convertible shares and stock options were converted or exercised.
        Dilution is computed by applying the treasury stock method. Under this method,
        options and warrants are assumed to be exercised at the beginning of the
        period
        (or at the time of issuance, if later), and as if funds obtained thereby
        were
        used to purchase common stock at the average market price during the
        period.
 
 Weighted
        average number of shares used to compute basic and diluted loss per share
        is the
        same since the effect of dilutive securities is anti-dilutive.
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  NOTE 13 SUPPLEMENTAL
        DISCLOSURES OF CASH FLOWS
  The
        Company prepares its statements of cash flows using the indirect method as
        defined under the Financial Accounting Standard No. 95. The Company paid
        $0 for
        interest and $3,483 for income tax during the three months ended November
        30,
        2006. During this same three month period in 2005, the Company paid $1,092
        for
        interest and $0 for income tax.
  NOTE 14 LEGAL
        PROCEEDINGS
  From
        time
        to time, the Company may be involved in various claims, lawsuits, and disputes
        with third parties, actions involving allegations of discrimination or breach
        of
        contract actions incidental to the normal operations of the business. Other
        than
        as disclosed herein, the Company is not currently involved in any litigation
        which it believes could have a material adverse effect on its financial position
        or results of operations.
 
 On
        November 16, 2006, the Company was served with a complaint from the Superior
        Court for the State of California for the County of Orange, relating to the
        payment of any monies owing to or property held for an officer of the Company
        to
        be transferred and or paid to a judgment creditor of the officer. The Company
        has to answer to the Complaint by February 7, 2007 and no discovery has
        commenced as of date. Although the Company intends to vigorously defend this
        action, neither the Company nor its counsel believes that this action will
        have
        any material adverse effect on the Company.
  NOTE 15 GOING
        CONCERN
  The
        accompanying financial statements have been prepared in conformity with
        generally accepted accounting principles, which contemplate continuation
        of the
        Company as a going concern. This basis of accounting contemplates the recovery
        of the Company's assets and the satisfaction of its liabilities in the normal
        course of business. The Company has accumulated deficit of $4,606,205 as
        of
        November 30, 2006 and has incurred net loss of $871,805 for the three months
        ended November 30, 2006. In view of the matters described in the preceding
        paragraph, recoverability of a major portion of the recorded asset amounts
        shown
        in the accompanying balance sheet is dependent upon continued operations
        of the
        Company, which in turn is dependent upon the Company's ability to raise
        additional capital, obtain financing and to succeed in its future operations.
        The financial statements do not include any adjustments relating to the
        recoverability and classification of recorded asset amounts or amounts and
        classification of liabilities that might be necessary should the Company
        be
        unable to continue as a going concern.
 
 Management
        has taken the following steps to revise its operating and financial
        requirements, which it believes are sufficient to provide the Company with
        the
        ability to continue as a going concern. Management continues to devote
        considerable effort during the period ended November 30, 2006, towards (i)
        obtaining additional equity financing, (ii) developing an e-commerce platform
        to
        supplement its core branding business, (iii) realigned its administrative
        and
        personnel costs, and (iv) evaluation of its distribution and marketing methods.
  NOTE 16 SUBSEQUENT
        EVENTS
  On
        December 11, 2006, the Company reached an agreement with a shareholder to
        amend
        the payment due date on a promissory note of $1,500,000 from January 31,
        2007 to
        January 31, 2010.
  Subsequent
        to November 30, 2006, the Company received an additional cash consideration
        of
        $95,000 for sale of 63,333 shares of Common Stock under the September 1,
        2006
        private placement.
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  **Item
        2. Management’sDiscussion and Analysis of
        Financial Condition**
 
 **Description
        of Business**
 
 Financial
        Media Group, Inc. is a full service financial media company focused on
        applications that enables the retail investment and financial communities
        to
        collaborate directly with publicly traded companies. The Company provides
        Internet based media and advertising services through its financial website
        and
        the Company’s newspaper “WallSt.net Digest.” The Company provides full array of
        customized investor awareness programs such as audio and video of senior
        management interviews; press releases; newsletter and editorials; small cap
        conferences and seminars; email mailings and forums.
 
 WallStreet
        Direct, Inc. (“WallStreet”), a wholly-owned subsidiary of Financial Media Group,
        Inc. (the “Company”), was incorporated in the State of Nevada on January 5, 2005
        as a financial holding company specializing in a premier provider of financial
        news, tools and content for the global investment community. On January 15,
        2005, WallStreet acquired 100% of the assets and outstanding shares of Digital
        WallStreet, Inc. in exchange for two promissory notes of $1,500,000 each,
        carrying interest at 6% per annum, due and payable on January 31, 2007 and
        January 31, 2010. As this merger is between entities under the common control,
        the issuance of the promissory notes to the majority shareholder has been
        recorded as a distribution to the majority shareholder. The merger has been
        accounted for on historical cost basis.
 
 Digital
        WallStreet, Inc. was incorporated in Nevada on June 12, 2002 and commenced
        its
        operations during the first quarter of 2003. The company is a full service
        financial media company focused on applications that enables the retail
        investors and financial communities to collaborate directly with publicly
        traded
        companies. The company provides internet based media and advertising services
        through its financial website “Wallst.net” and the company’s business newspaper
“WallSt.net Digest.”
 
 On
        January 6, 2006, Financial Media Group, Inc. acquired 100% of the equity
        in
        WallStreet pursuant to an Agreement and Plan of Reorganization dated September
        19, 2005 by and between WallStreet and the Company. Financial Media Group,
        Inc.,
        formerly known as Giant Jr. Investments Corp. was incorporated in Nevada
        in 1984
        as Southern Development Company, Inc. Pursuant to the acquisition of WallStreet,
        WallStreet became the wholly owned subsidiary of Financial Media Group, Inc.
        and
        both entities continued as the surviving companies. The former shareholders
        of
        WallStreet received 19,998,707 shares or 82% of the issued and outstanding
        shares of the Company’s common stock in exchange for all the issued and
        outstanding shares of WallStreet.
 
 The
        acquisition of WallStreet is accounted for as a reverse acquisition under
        the
        purchase method of accounting since the shareholders of WallStreet obtained
        control of the consolidated entity. Accordingly, the merger of the two companies
        is recorded as a recapitalization of WallStreet, with WallStreet being treated
        as the continuing operating entity. The historical financial statements
        presented herein will be those of WallStreet. The continuing entity retained
        August 31 as its fiscal year end.
 
 On
        February 10, 2006, Financial Media Group, Inc. established a 100% wholly
        owned
        subsidiary Financial Filings Corp. This business unit focuses on providing
        Edgarization and newswire services to small and mid-sized public companies.
        These compliance services provide formatting of pertinent SEC filings and
        distribution of news in more than 30 languages to media outlets in more than
        135
        countries.
 
 On
        June
        13, 2006, Financial Media Group, Inc. established another wholly owned
        subsidiary MyWallStreet, Inc. MyWallst.net is presently in the development
        stage
        and will offer a social networking platform that allows members to collaborate
        with one another, build personalized WebPages, exchange ideas, access premium
        content, and build social networks comprised of other members, targeted to
        the
        financial community.
 
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  **CORPORATE
        HISTORY AND PLAN OF OPERATIONS**
 
 The
        Company was incorporated in Nevada in 1984 as Southern Development Company,
        Inc.
        ("SDC"). In December 1994, SDC merged with Integrated Communications Access
        Network, Inc. ("ICAN"). In March 1996, the Company was renamed SDC, and in
        September 1998, the Company changed its name to EssxSport Corp. At that time,
        the Company had no assets and no liabilities. From September 1998 until August
        31, 2004, the Company was primarily engaged in the manufacture and distribution
        of athletic equipment, primarily for pole vaulting and other track and field
        activities. The Company sold, transferred and delivered all of its assets
        relating to its pole vault and sports business to its former President and
        director. The assets sold included names, logos, trademarks, and endorsements
        relating to name "EssxSport," all the equipment, tools, inventory at the
        Texas
        location and 100% ownership stock certificates for Eonlinesports.com,
        Inc.
 
 On
        May
        20, 2004, the Company's shareholders approved amending the Articles of
        Incorporation to change name to "Giant Jr. Investments Corp."
 
 On
        June
        30, 2004, the Company filed with the Securities and Exchange Commission ("SEC")
        to become a Business Development Company (BDC) under the 1940 Act and on
        September 1, 2004 it began its BDC operations.
 
 On
        April
        11, 2005, the Company entered into a share exchange agreement, to acquire
        16
        million shares of WallStreet representing approximately 40% of the issued
        and
        outstanding common shares of WallStreet, in exchange for 7 million common
        shares
        of the Company. On May 25, 2005, the Company and WallStreet mutually agreed
        to
        terminate the agreement citing the timing of merger was not right for both
        the
        companies.
 
 On
        June
        1, 2005, the Company’s Board of Directors and the shareholders owning
        approximately 52% of the Company’s common stock consented in writing and
        terminated the Company’s status as a Business Development Company. After the
        termination, the Company is governed by the rules and regulations promulgated
        under the Securities Act of 1933 and the Securities and Exchange Act of
        1934.
 
 On
        September 19, 2005, the Company re-entered into an Agreement and Plan of
        Reorganization, as amended on September 21, 2005 (the “Agreement”), pursuant to
        which the Company agreed to acquire all of the issued and outstanding common
        stock of WallStreet in exchange for up to 20,000,000 shares of the Company’s
        common stock.
 
 On
        January 6, 2006, the acquisition of WallStreet transaction was completed
        and
        WallStreet became a wholly-owned subsidiary of the Company. The current Company
        shareholders owned 4,394,530 shares or 18% of the issued and outstanding
        shares
        of the Company’s common stock, and the former shareholders of WallStreet owned
        19,998,707 shares or 82% of the issued and outstanding shares of the Company’s
        common stock.
 
 **Plan
        of Operations**
 
 Since
        the
        termination of its BDC status in June 2005, the Company's objective has been
        to
        acquire business entities that will have experienced management and
        opportunities for growth in exchange for its securities. The Company completed
        its acquisition of WallStreet in January 2006 and WallStreet became a
        wholly-owned subsidiary of the Company.
 
 The
        Company’s current operations consist of the operations of WallStreet, a
        financial media and advertising company that provides various financial Internet
        solutions, tools, content and services to individual investors, media,
        corporate, and financial services companies. WallStreet also provides
        Internet-based media and advertising services through its www.wallst.net
        (WallSt.net) financial Web site, investor conferences, and print publications
        that are distributed to investment professionals across North
        America.
 
 Advertising
        on WallSt.net consists of continuous or rotating client profiles on various
        Web
        pages within WallSt.net. Delivery of these profiles is based on a certain
        number
        of impressions on WallSt.net depending on our client agreements. An impression
        is defined as a single instance of an advertisement being displayed. WallStreet
        also provides E-mail services to its clients, which are mailings sent to
        a
        targeted list of e-mail addresses, with delivery consisting solely of
        transmitting the mailing to the e-mail targets. E-mail services may be purchased
        on a per-transmittal basis, for which revenue is recorded when the transmittal
        occurs, or on a fixed-fee basis in which the client receives access to a
        fixed
        number of transmittals per-month. The Company records the revenue on the
        fixed-fee basis pro rated over the term of the client agreement.
 
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            14
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  **Results
        of Operations**
 
 The
        consolidated results of operations of the Company for the three months ended
        November 30, 2006 consisted of the operations of the Company, its wholly-owned
        subsidiary WallStreet, its wholly-owned subsidiary Financial Filings Corp.
        and its wholly-owned subsidiary My WallStreet, Inc., compared to the
        consolidated results of operations of WallStreet for the same periods in
        2005.
        The acquisition of WallStreet is accounted for as a reverse acquisition under
        the purchase method of accounting since the shareholders of WallStreet obtained
        control of the consolidated entity. Accordingly, the merger of the two companies
        is recorded as a recapitalization of WallStreet, with WallStreet being treated
        as the continuing entity. The historical financial statements to be presented
        will be those of WallStreet.
 
 The
        Company reported a net loss of $871,805 for the three months ended November
        30,
        2006 compared to net loss of $553,192 for the same period in 2005.
 
 **Revenues**
 
 Revenues
        for the three months period ended November 30, 2006 were $1,641,225 compared
        to
        $1,346,389 and for the same period in 2005. Revenues increased by $294,836
        (22%)
        during the three months ended November 30, 2006 when compared to the same
        period
        in 2005 due to the Company’s expanded effort in marketing its services and
        gaining clients.
 
 **Operating
        Expenses**
 
 Selling,
        general and administrative expenses (S,G&A) for the three month period ended
        November 30, 2006 were $1,274,910 compared to $791,986 for the same period
        in
        2005. S,G&A expenses increased by $482,924 (61%) during the three month
        period ended November 30, 2006 as compared to 2005, primarily due to increase
        in
        payroll costs, relocation costs due to moving to a larger office facility,
        increase in administrative, sales and marketing personnel and increase in
        legal
        costs due to the acquisition of the subsidiary.
 
 Impairment
        of marketable securities for the three month period ended November 30, 2006
        were
        $1,103,020 compared to $1,154,052 for the same period in 2005. Impairment
        expense was recorded because the market value of the securities received
        by the
        Company as compensation for services declined more than 50% of their market
        value. The Company took a conservative approach of recording the increased
        impairment expense. Depreciation expense for the three month period ended
        November 30, 2006 was $8,826 compared to $3,335 for the same period in
        2005.
 
 Interest
        expense for the three month period ended November 30, 2006 was $49,070 compared
        to $46,564 for the same period in 2005. Interest expense increased due to
        the
        interest charged on the $3.0 million promissory notes executed by the Company
        in
        January 2005. Realized loss on sale of marketable securities for the three
        month
        period ended November 30, 2006 was $64,681 compared to realized gain of $96,005
        for the same period in 2005. The Company sold non-performing marketable
        securities held in its possession and realized losses on their sale prior
        to
        December 31, 2005 to take advantage of tax loss for benefit in future periods.
        Unrealized gain for the three month period ended November 30, 2006 was 730,942
        compared to unrealized loss of $354,126 for the same period in 2005. Unrealized
        gain or loss resulted due to the increase or decrease in market value of
        the
        marketable securities held at November 30, 2006 and 2005,
        respectively.
 
 **Liquidity
        and Capital Resources**
 
 Cash
        and
        cash equivalents at November 30, 2006 were $24,526 compared to $568,019 at
        November 30, 2005. No assurance can be made that the Company will have access
        to
        the capital markets in future, or that financing will be available on acceptable
        terms to satisfy the Company’s cash requirements needed to implement its
        business strategies. The Company’s inability to access the capital markets or
        obtain acceptable financing could have a material adverse affect on its results
        of operations and financial condition, and could severely threaten the Company’s
        ability as a going concern.
 
 As
        shown
        in the accompanying consolidated financial statements, the Company recorded
        a
        loss of $871,805 for the three month period ended November 30, 2006 compared
        to
        a loss of $553,192 for the same period in 2005. The Company’s current
        liabilities exceeded its current assets by $341,649 at November 30, 2006,
        and
        net cash used in operating activities for the three months ended November
        30,
        2006 was $991,386. These factors and the Company’s ability to meet its debt
        obligations from current operations, and the need to raise additional capital
        to
        accomplish its objectives create a substantial doubt about the Company’s ability
        to continue as a going concern.
 
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  **Operating
        Activities**
 
 Net
        cash
        used in operating activities for the three months period ended November 30,
        2006
        was $991,386. The increase in net cash used in operating activities resulted
        due
        to an increase in receivables of $5,188, other current assets of $8,810,
        an
        increase in accounts payable of $46,349 and increase in accrued expenses
        of
        $134,928.
 
 **Investing
        Activities**
 
 Net
        cash
        provided by investing activities for the three month period ended November
        30,
        2006 was $195,180. The Company received $204,940 in cash proceeds from sale
        of
        marketable securities and expended cash of $9,760 for purchase of property
        and
        equipment.
 
 **Financing
        Activities**
 
 Net
        cash
        provided by financing activities for the three month period ended November
        30,
        2006 was $763,900 due to cash received from sale of securities and exercise
        of
        warrants amounting to $493,500, loans received amounting to $83,400, and
        from
        related parties amounting to $187,000.
 
 As
        a
        result of the above activities, the Company experienced a net decrease in
        cash
        of $32,304 for the three month period ended November 30, 2006. The ability
        of
        the Company to continue as a going concern is still dependent on its success
        in
        obtaining additional financing from investors through the sale of its
        securities.
 
 **Caution
        Regarding Forward-Looking Statements**
 
 The
        Company occasionally makes forward-looking statements concerning its plans,
        goals, product and service offerings, and anticipated financial performance.
        These forward-looking statements may generally be identified by introductions
        such as "outlook" for an upcoming period of time, or words and phrases such
        as
        "should," "expect," "hope," "plans," "projected," "believes," "forward-looking"
        (or variants of those words and phrases) or similar language indicating the
        expression of an opinion or view concerning the future.
 
 These
        forward-looking statements are subject to risks and uncertainties based on
        a
        number of factors and actual results or events may differ materially from
        those
        anticipated by such forward-looking statements. These factors include, but
        are
        not limited to: the growth rate of the Company's revenue and market share;
        the
        consummation of new, and the non-termination of, existing contracts; new
        competitors entering the Company's business, the Company's ability to
        effectively manage its business functions while growing its business in a
        rapidly changing environment; the Company's ability to adapt and expand its
        services in such an environment; the Company's ability to successfully refinance
        or extend its line of credit or obtain alternative sources of financing;
        the
        effective and efficient management of the Company's inventory levels and
        processing of sales orders; the quality of the Company's plans and strategies;
        and the Company's ability to execute such plans and strategies.
 
 In
        addition, forward-looking statements concerning the Company's expected revenue
        or earnings levels are subject to many additional uncertainties applicable
        to
        competitors generally and to general economic conditions over which the Company
        has no control. The Company does not plan to generally publicly update prior
        forward-looking statements for unanticipated events or otherwise and,
        accordingly, prior forward-looking statements should not be considered to
        be
        "fresh" simply because the Company has not made additional comments on those
        forward-looking statements.
 
 **Item
        3. Controls and Procedures**
 
 Evaluation
        of disclosure controls and procedures: The Company maintains controls and
        procedures designed to ensure that information required to be disclosed in
        this
        report is recorded, processed, accumulated and communicated to our management,
        including our chief executive officer and principal accounting officer, to
        allow
        timely decisions regarding the required disclosure. Within the 90 days prior
        to
        the filing date of this report, our management, with the participation of
        our
        chief executive officer and principal accounting officer, carried out an
        evaluation of the effectiveness of the design and operation of these disclosure
        controls and procedures. Our chief executive officer and principal accounting
        officer concluded, as of fifteen days prior to the filing date of this report,
        that these disclosure controls and procedures are effective.
 
 Changes
        in internal controls: Subsequent to the date of the above evaluation, the
        Company made no significant changes in its internal controls or in other
        factors
        that could significantly affect these controls, nor did it take any corrective
        action, as the evaluation revealed no significant deficiencies or material
        weaknesses.
 
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            of Contents*
  **PART
        II - OTHER INFORMATION**
 
 **Item
        1. Legal Proceedings**
 
 On
        November 16, 2006, the Company was served with a complaint from the Superior
        Court for the State of California for the County of Orange, relating to the
        payment of any monies owing to or property held for an officer of the Company
        to
        be transferred and or paid to a judgment creditor of the officer. The Company
        has to answer to the Complaint by February 7, 2007 and no discovery has
        commenced as of date. Although the Company intends to vigorously defend this
        action, neither the Company nor its counsel believes that this action will
        have
        any material adverse effect on the Company.
 
 **Item
        2. Changes in Securities**
 
 During
        the three months ended November 30, 2006, the Company received a cash
        consideration of $493,500 from sale of 329,000 shares of Common Stock under
        September 1, 2006 Private Placement.
 
 **Item
        3. Defaults Upon Senior Securities**
 
 None.
 
 **Item
        4. Submission of Matters to a Vote of Securities
        Holders**
 
 None.
 
 **Item
        5. Other Information**
 
 None.
 
 **Item
        6. Exhibits and Reports on Form 8-K**
 
 a)
            Form
                8-K -- Filed on September 1, 2006 - SEC Film No. 061070387, Incorporated
                by reference 
 b)
            Exhibits 
 Exhibit Number
                
                Description31.1
                
                Section 302 Certification31.2
                
                Section 302 Certification32.1
                
                Section 906
                    Certification
 **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.
 
 
 Dated:
                  January 16, 2007
              **Financial
                  Media Group, Inc.***By:**/s/
                  Albert Aimers**Albert
                  Aimers**Chief
                  Executive Officer*
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 *Table
            of Contents*