**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 **February
      28, 2007**








 ̈ 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. Yes x No  ̈








As
      of
      April 12, 2007, the Company had 26,774,878 shares of Common Stock issued and
      outstanding.





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            1
            -




**FINANCIAL
      MEDIA GROUP, INC.**





**TABLE
      OF CONTENTS**





Report
      on
      Form 10-QSB


for
      the
      quarter ended February 28, 2007





**Page****PART
                I FINANCIAL INFORMATION**Item
                1. Financial StatementsConsolidated
                Balance Sheet at February 28, 2007
                (Unaudited)
            3Consolidated
                Statements of Operations for the Three Month
                Periods and Six Month Periods
              ended
                February 28, 2007 and 2006
                (Unaudited)
            4Consolidated
                Statements of Cash Flows for the Six Month
                Periods
              ended
                February 28, 2007 and 2006
                (Unaudited)
            5Notes
                to the Consolidated Financial Statements
                (Unaudited)
            6
                -
                13Item
                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
            16Item
                2. Changes in Securities
            16Item
                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








-
            2
            -





**PART
      I**





**Item
      1. Consolidated Financial Statements**





**FINANCIAL
      MEDIA GROUP, INC. AND
      SUBSIDIARIES**


CONSOLIDATED
      BALANCE SHEET


February
      28, 2007


(Unaudited)




ASSETS**Current
                  assets:**Cash & cash equivalents
              
              $
              172,845Accounts receivable, net
              
              
              34,436Marketable securities
              
              
              4,905,472Other current assets
              
              
              15,183Total
                  current assets
              
              
              5,127,936PROPERTY
                  & EQUIPMENT, Net
              
              
              87,108Deposit
              
              
              29,421$
              5,244,465LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**Current
                  liabilities:**Accounts payable
              
              $
              425,196Accrued expenses
              
              
              1,571,590Deferred revenue
              
              
              2,998,311Loan payable to related parties
              
              
              444,585Note payable
              
              
              369,032Current portion of note payable - officers
              
              
              7,500Total
                  current liabilities
              
              
              5,816,213Long
                  term debt - officer
              
              
              3,000,000Commitments
                  and contingencies
              
              
              --**Stockholders’
                  deficit**Common stock, $0.001 par value, 300,000,000 shares
                  authorized,
                26,744,878 shares issued and outstanding
              
              
              26,745Paid in capital
              
              
              2,480,167Shares to be issued
              
              
              31,240Unrealized gain on marketable securities
              
              
              287,923Accumulated deficit
              
              
              (6,397,823
              )Total
                  stockholders' deficit
              
              
              (3,571,748
              )Total
                  liabilities and stockholders' deficit
              
              $
              5,244,465


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


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            3
            -




**FINANCIAL
      MEDIA GROUP, INC. AND
      SUBSIDIARIES**


CONSOLIDATED
      STATEMENT OF OPERATIONS


(Unaudited)




**For
                  the three month periods ended February 28,**
              
              **For
                  the six month periods ended February 28,****2007**
              
              **2006**
              
              **2007**
              
              **2006****Net
                  revenues**
              
              $
              1,527,554
              
              $
              1,502,281
              
              $
              3,168,780
              
              $
              2,898,000**Operating
                  expenses**Selling, general & administrative
              
              
              1,406,380
              
              
              1,004,717
              
              
              2,681,290
              
              
              1,691,967Depreciation
              
              
              8,957
              
              
              3,173
              
              
              17,783
              
              
              5,238Impairments
              
              
              1,821,801
              
              
              485,452
              
              
              2,924,821
              
              
              1,055,452Total
                  operating expenses
              
              
              3,237,138
              
              
              1,493,342
              
              
              5,623,894
              
              
              2,752,657Income
                  (Loss) from operations
              
              
              (1,709,584
              )
              
              8,939
              
              
              (2,455,114
              )
              
              145,343**Non-operating
                  income (expense)**Interest expense
              
              
              (48,106
              )
              
              (46,634
              )
              
              (97,176
              )
              
              (74,696
              )Interest income
              
              
              7
              
              
              325
              
              
              7
              
              
              557Loss on sale of marketable securities
              
              
              (33,935
              )
              
              (891,038
              )
              
              (98,616
              )
              
              (795,413
              )Total
                  non-operating expense
              
              
              (82,034
              )
              
              (937,347
              )
              
              (195,785
              )
              
              (869,552
              )**Loss
                  from operations before income taxes**
              
              
              (1,791,618
              )
              
              (928,408
              )
              
              (2,650,899
              )
              
              (724,209
              )Provision for income tax
              
              
              --
              
              
              2,400
              
              
              12,524
              
              
              2,400**Net
                  loss**
              
              
              (1,791,618
              )
              
              (930,808
              )
              
              (2,663,423
              )
              
              (726,609
              )**Other
                  comprehensive gain (loss):**Unrealized gain (loss) on marketable securities
              
              
              --
              
              
              1,250,836
              
              
              106,468
              
              
              703,541Reclassification adjustment
              
              
              (898,272
              )
              
              --
              
              
              (167,330
              )
              
              --**Comprehensive
                  gain (loss)**
              
              $
              (2,689,890
              )
              $
              320,028
              
              $
              (2,724,285
              )
              $
              (23,068
              )**Basic
                  and diluted net loss per share**
              
              $
              (0.068
              )
              $
              (0.044
              )
              $
              (0.102
              )
              $
              (0.034
              )**Weighted
                  average shares of share capital outstanding - basic and
                  diluted**
              
              
              26,297,111
              
              
              21,285,503
              
              
              26,074,698
              
              
              21,285,503


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


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            4
            -




**FINANCIAL
      MEDIA GROUP, INC. AND SUBSIDIARIES**


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


(Unaudited)




**For
                  the six month periods ended February 28,****2007**
              
              **2006****Cash
                  flows from operating activities:**Net loss
              
              $
              (2,663,423
              )
              $
              (726,610
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Bad debts
              
              
              45,613
              
              
              --Depreciation and amortization
              
              
              17,783
              
              
              5,238Revenues in form of marketable securities
              
              
              (2,867,717
              )
              
              (2,858,059
              )Impairment of marketable securities
              
              
              2,924,821
              
              
              1,055,452Loss on sale of marketable securities
              
              
              98,616
              
              
              795,413Issuance of warrants for consulting
              
              
              246,565
              
              
              --Decrease
                  in current assets:Receivables
              
              
              (24,891
              )
              
              (70,925
              )Other current assets
              
              
              (13,514
              )
              
              (49,123
              )Increase
                  in current liabilities:Accounts payable
              
              
              153,230
              
              
              158,923Accrued expenses
              
              
              336,307
              
              
              171,179Deferred revenues
              
              
              47,239
              
              
              197,930Net
                  cash used in operating activities
              
              
              (1,699,372
              )
              
              (1,320,582
              )**Cash
                  flows from investing activities:**Cash received as part of acquisition
              
              
              --
              
              
              416Acquisition of property and equipment
              
              
              (9,760
              )
              
              (47,539
              )Cash received from sale/purchase of marketable securities,
                  net
              
              
              394,922
              
              
              929,557Net
                  cash provided by investing activities
              
              
              385,162
              
              
              882,434**Cash
                  flows from financing activities:**Cash receipts from loan payable to third parties
              
              
              487,985
              
              
              --Cash receipts from loan payable to related parties
              
              
              --
              
              
              273,179Cash receipts from exercise of options
              
              
              262,500
              
              
              --Cash received for shares to be issued
              
              
              31,240
              
              
              --Cash received from sale of shares
              
              
              648,500
              
              
              90,000Net
                  cash provided by financing activities
              
              
              1,430,224
              
              
              363,179**NET
                  INCREASE (DECREASE) IN CASH & CASH
                  EQUIVALENTS**
              
              
              116,014
              
              
              (74,969
              )**CASH
                  & CASH EQUIVALENTS, BEGINNING BALANCE**
              
              
              56,830
              
              
              190,594**CASH
                  & CASH EQUIVALENTS, ENDING BALANCE**
              
              $
              172,845
              
              $
              115,625


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


-
            5
            -




**FINANCIAL
      MEDIA GROUP, INC** .
      **AND SUBSIDIARIES**


NOTES
      TO
      THE 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 six-month
      period ended February 28, 2007 are not necessarily indicative of the results
      that may be expected for the year ended August 31, 2007.





-
          6
          -




**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.





**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 February 28, 2007, marketable securities have been recorded
      at
      $4,905,472 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.




-
            7
            -


**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 to the employees during the six months period
      ended February 28, 2006.





**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.




-
            8
            -




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.




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 .




In
        February 2007 the FASB issued SFAS 159, "The Fair Value Option for Financial
        Assets and Financial Liabilities--Including an amendment of FASB Statement
        No.
        115." The statement permits entities to choose to measure many financial
        instruments and certain other items at fair value. The objective is to improve
        financial reporting by providing entities with the opportunity to mitigate
        volatility in reported earnings caused by measuring related assets and
        liabilities differently without having to apply complex hedge accounting
        provisions. The statement is effective as of the beginning of an entity's
        first
        fiscal year that begins after November 15, 2007. 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 February 28, 2007.





Unrealized
      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 and six month periods
      ended
      February 28, 2007 and recorded a realized loss of $33,935 and $98,616 compared
      to the realized loss of $891,038 and $795,413 for the same periods ended
      February 28, 2006. The Company recognized an impairment expense on the
      marketable securities of $1,821,801 and $2,924,821 during the three month
      periods and six month periods ended February 28, 2007 compared to $485,452
      and
      $1,055,452 during the same periods ended February 28, 2006.





Marketable
      securities classified as available-for-sale consisted of the following as of
      February 28, 2007:




Marketable
                  Securities
              
              Cost
              
              Market
                  Value at
                February
                  28, 2007
              
              Unrealized
                  GainVarious
              
              $4,617,549
              
              $4,905,472
              
              $287,923




In
      January 2007, theCompany
      invested $139,000 in a ‘Wealth Expo’ brand. This investment was fully impaired
      as of February 28, 2007 as the Company determined that there was no market
      for
      the brand.




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          9
          -




**NOTE
      4**  **PROPERTY
      AND EQUIPMENT**





Property
      and equipment at February 28, 2007 consisted of the following:





Office
                and computer equipment
            
            $
            127,261Less:
                accumulated depreciation
            
            
            (40,153
            )$
            87,108





Depreciation
      expense for the three months and six months periods ended February 28, 2007
      were
      $8,957 and $17,783 compared to $3,173 and $5,238 for the same periods in
      2006.





**NOTE
      5**  **DEPOSITS**





Deposits
      consisted of a rent deposit of $29,421 for the Company’s corporate office at
      February 28, 2007.





**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 February 28, 2007, the Company recorded $2,998,311 in
      deferred revenues.





**NOTE
                7**
            **ACCRUED
                EXPENSES**





Accrued
      expenses consisted of the following at February 28, 2007:





Accrued
                consulting fees
            
            $
            669,968Accrued
                interest
            
            
            434,542Accrued
                officers compensation
            
            
            246,831Accrued
                payroll, taxes and other
            
            
            220,248$
            1,571,590





**NOTE
                8**
            **NOTES
                PAYABLE - OFFICERS**





Note
                payable to an officer, due January 31, 2010, interest rate 6%,
                secured
            
            $
            3,000,000Note
                payable to an officer due on demand, bearing an annual interest rate
                of
                8%, unsecured
            
            
            7,5003,007,500Less:
                current portion
            
            
            (7,500
            )Long-term
                debt - Officer
            
            $
            3,000,000





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
      have been recorded as a distribution to the majority shareholder. 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.






-
          10
          -




The
      Company recorded $49,863 and $98,933 as interest expense on the above notes
      for
      the three months and six months ended February 28, 2007 and $48,106 and $97,176
      as interest expense for the same periods ended February 28, 2006.




Also
        included in accrued expenses are accrued consulting expenses amounting to
        $37,712 payable to the officers of the Company.




**NOTE
                  9**
              **NOTES
                  PAYABLE - CURRENT**
 
 Note
                  payable to third party, due on demand, unsecured,
                  interest-free
              $
              102,760Notes
                  payable to third party, due July 31, 2007, interest rate 6%,
                  unsecured
              
              266,272$
              369,032
 
 In
        August, 2006, the Company executed a promissory note of $100,000 from a third
        party, unsecured and due on demand.
 
 On
        January 19, 2007, the Company executed a promissory note of $266,272 with
        a
        third party bearing an annual interest rate of 6%, unsecured, due for payment
        on
        July 31, 2007


**NOTE
                10**
            **LOAN
                PAYABLE - RELATED PARTY**





The
      Company has obtained loans from related parties amounting to $444,585 as of
      February 28, 2007. Loans payable to related parties are non-interest bearing,
      unsecured and payable on demand.





**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. The Company closed
      the private placement on February 23, 2007.





During
      the six months ended February 28, 2007, the Company received a cash
      consideration of $648,500 for sale of 432,333 shares of Common Stock under
      September 1, 2006 private placement. No other classes of warrant holders
      exercised their warrants.





On
      December 6, 2006, the Company entered into a stock purchase agreement with
      an
      accredited investor for private placement of shares under Regulation S as
      promulgated by the Securities and Exchange Commission under the Securities
      Act
      of 1933, as amended. The purchaser agreed to purchase up to Two Million Dollars
      ($2,000,000) worth of common shares at a per share price equal to 40% of the
      previous day’s last bid price as traded on the Over The Counter Bulletin Board
      Exchange subject to certain conditions and commissions associated with such
      sales. As of February 28, 2007, the Company sold 60,459 shares of its common
      stock under Regulation S to the accredited investor and received $31,240 in
      proceeds from sale of its shares. These shares are to be issued as of February
      28, 2007.




The
        Company issued 100,000 shares worth $139,000 as an investment in a ‘Wealth Expo’
brand. This investment was fully impaired as of February 28, 2007 as the
        Company
        determined that there was no market for the brand.


During
        the six months ended February 28, 2007, the Company issued warrants to a
        consultant in connection with the marketing and distribution strategies to
        purchase 350,000 shares of its common stock pursuant to the terms under the
        2006
        Non-Employee Stock Option Plan. The exercise price of the warrants on the
        date
        of grant was $0.75 per share and the term was 45 days. The Company recorded
        consulting expense of $246,565 based on the fair value of the warrants on
        the
        date of grant. The fair value of the warrants was estimated on the grant
        date
        using the Black-Scholes Model. The following assumptions were made in estimating
        the fair value of the warrants:


Annual
                rate of quarterly dividend
            0.00%Discount
                rate - Bond Equivalent Yield
            4.91%Volatility
            40%Expected
                life
            45
                days




On
        February 22, 2007, the Company received a cash consideration of $262,500
        upon
        the consultant’s exercise of 350,000 warrants. The Company did not have any
        warrants outstanding as of February 28, 2007.




-
          11
          -




**NOTE
        12  COMMITMENTS**





**Operating
      Lease**





The
      Company leases office facilities under operating leases that terminate on
      February 28, 2010. Rental expense for the lease was $82,075 and $166,315 for
      the
      three months and six months period ended February 28, 2007 compared to $47,510
      and $63,257 for the three months and six months period ended February 28, 2006.
      The Company has future minimum lease obligations as follows:





Twelve
                months ending February 28,2008
            
            $
            318,9182009
            
            
            311,3372010
            
            
            318,2562011
            
            
            26,521Total
            
            $
            975,032





**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
      $92,190 and $184,375 in salary and other fringe benefits for the three months
      and six months period ended February 28, 2007 compared to $86,458 and $184,375
      for the same periods ending February 28, 2006.




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 did not
      make
      any payments for interest and for income taxes during the three months and
      six
      months period ended February 28, 2007 and 2006, respectively.





**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 responded an answer to the Complaint 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 $6,397,823 as of
      February 28, 2007 and has incurred net loss of $2,663,423 for the six months
      ended February 28, 2007. 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 February 28, 2007, 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.




-
          12
          -


**NOTE
        16  **SUBSEQUENT
        EVENTS****





The
      Company received $590,846 in cash consideration from its sale of 1,127,715
      restricted common shares under Regulation S filing subsequent to February 28,
      2007. The Company’s restricted common shares were sold at a price ranging from
      $1.25 to $1.69 per share before the issuing expenses.





The
      Company received $63,173 in cash consideration for exercise of 63,173 Class
      B
      Warrants pursuant to the private placement of June 2005. The Company has not
      issued as of date the 63,173 common shares as a result of conversion of warrants
      into common shares.





**Item
      2. Management’s Discussion 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.





On
      January 30, 2007, Financial Media Group, Inc. completed the acquisition of
      the
      brand “Wealth Expo” from a third party for a consideration valued at $139,000.
      The acquisition included rights to the web site and series of investor
      expositions which are designed to provide information on investing techniques
      and tools to investors, through workshops and exhibits throughout the United
      States. Wealth Expo has provided a broad range of information to thousands
      of
      individual investors on various types of investments, trading, portfolio
      management, retirement planning and personal finance.





-
          13
          -




**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.





**Results
      of Operations**





The
      consolidated results of operations of the Company for the three months and
      six
      months ended February 28, 2007 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 the Company from January 6, 2006
      (date
      of acquisition) of WallStreet to February 28, 2006, results of operations of
      WallStreet and Financial Filings Corp. and for the same periods in 2006. 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.





-
          14
          -




The
      Company reported a net loss of $1,791,618 and $2,663,423 for the three months
      and six months period ended February 28, 2007 compared to a net loss of $930,808
      and $726,609 for the same periods in 2006.





**Revenues**





Revenues
      for the three months and six months period ended February 28, 2007 were
      $1,527,554 and $3,168,780 compared to $1,502,281 and $2,898,000 for the same
      periods in 2006. Revenues increased by $25,273 (2%) and $270,780 (9%) during
      the
      three months and six months period ended February 28, 2007 compared to the
      same
      periods in 2006 due to the Company’s expanded effort in marketing its
      advertising services and gaining clients.





**Operating
      Expenses**





Selling,
      general and administrative expenses (S,G&A) for the three months and six
      months period ended February 28, 2007 were $1,406,380 and $2,681,290 compared
      to
      $1,004,717 and $1,691,967 for the same periods in 2006. S,G&A expenses
      increased by $401,663 (40%) and $989,323 (58%) during the three months and
      six
      months period ended February 28, 2007 as compared to the same periods in 2006,
      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 months and six months period ended
      February 28, 2007 were $1,821,801 and $2,924,821 compared to $485,452 and
      $1,055,452 for the same periods in 2006. 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 months and six months period ended February
      28, 2007 was $8,957 and $17,783 compared to $3,173 and $5,238 for the same
      periods in 2006.





Interest
      expense for the three months and six months period ended February 28, 2007
      was
      $48,106 and $97,176 compared to $46,634 and $74,696 for the same periods in
      2006. Interest expense increased primarily due to the interest charged on the
      two $1.5 million promissory notes executed by the Company in January 2005.





Realized
      loss on sale of marketable securities for the three months and six months period
      ended February 28, 2007 was $33,935 and $98,616 compared to realized loss of
      $891,038 and $795,413 for the same periods in 2006. The Company sold a
      significant number of non-performing marketable securities held in its
      possession during the three and six months period ended February 28, 2006 and
      recorded loss on such sale as compared to the same periods in 2007.





Unrealized
      gain for the three months and six months period ended February 28, 2007 was
      $0
      and $106,468 as compared to unrealized gain of $1,250,836 and 703,541 for the
      same periods in 2006. Unrealized gain resulted due to the increase in market
      value of the marketable securities held at February 28, 2007 and 2006,
      respectively.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents at February 28, 2007 were $172,845 compared to $115,625 at
      February 28, 2006. 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 $2,663,423 for the six months period ended February 28, 2007 compared
        to
        a loss of $726,609 for the same period in 2006. The Company’s current
        liabilities exceeded its current assets by $688,277 at February 28, 2007
        and net
        cash used in operating activities for the six months ended February 28, 2007
        was
        $1,699,372. 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.


**Operating
      Activities**




Net
        cash
        used in operating activities for the six months period ended February 28,
        2007
        was $1,699,372. The increase in net cash used in operating activities resulted
        due to a increase in receivables of $24,891, increase in other current assets
        of
        $13,514, increase in accounts payable of $153,230, increase in accrued expenses
        of $336,307 and increase in deferred revenues of $47,239.


**Investing
      Activities**





Net
      cash
      provided by investing activities for the six months period ended February 28,
      2007 was $385,162. The Company received $394,922 in cash proceeds from sale
      of
      marketable securities and expended cash of $9,760 for purchase of property
      and
      equipment.





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**Financing
      Activities**




Net
        cash
        provided by financing activities for the six months period ended February
        28,
        2007 was $1,430,224 due to cash received from sale of securities of $648,500,
        cash received for shares to be issued amounting to $31,240, cash received
        from
        exercise of warrants amounting to $262,500, loans received from third parties
        amounting to $487,985.
 
 As
        a
        result of the above activities, the Company experienced a net increase in
        cash
        of $116,014 for the six months period ended February 28, 2007. 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.





**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 responded to the Complaint 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 February 28, 2007, the Company sold 60,459 shares of
      restricted common stock to 14 investors pursuant to an exemption from
      registration under Regulation S. The shares were sold to at a price range from
      $1.32 to $1.50 per share for total proceeds of $31,240 after issuing
      expenses.





During
      the three months ended February 28, 2007, the Company received a cash
      consideration of $155,000 from sale of 205,333 shares of common stock under
      September 1, 2006 Private Placement.





During
      the three months ended February 28, 2007, the Company received a cash
      consideration of $262,500 from exercise of 350,000 warrants by a
      consultant.





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          16
          -




**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 January 12, 2007 - SEC Film No. 007529233, Incorporated
                by
                reference





Form
      8-K
      - Filed on January 25, 2007 - SEC Film No. 07553851, 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:
                April 12, 2007
            **Financial
                Media Group, Inc.***By:**/s/
                Albert Aimers**Albert
                Aimers**Chief
                Executive Officer*






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