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

                                   FORM 10-KSB

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

      For the fiscal year ended December 31, 2006
                                -----------------

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

      For the transition period from _____________________ to ______________

                        Commission file number 000-33339

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

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

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

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

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.001

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |x| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|

Issuer revenues for its most recent fiscal year: $-0-.

Aggregate market value of the voting stock held by non-affiliates: $3,143,981,
based on last reported sales price of such stock on the Over-The-Counter
Bulletin Board of $0.35 per share on May 14, 2007. For purposes of this
calculation only, all directors and executive officers of the issuer have been
deemed affiliates. The voting stock held by non-affiliates on that date
consisted of 12,575,923 shares of common stock.

Number of shares outstanding of each of the issuer's classes of common stock at
December 31, 2006:

Common Stock: 15,372,258

Transitional Small Business Disclosure Format:   Yes |_|  No |X|
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS                               3
PART I                                                                         3
Item 1.      Description of Business                                           3
Item 2.      Description of Property                                          24
Item 3.      Legal Proceedings                                                24
Item 4.      Submission of Matters to a Vote of Security Holders              24
PART II                                                                       26
Item 5.      Market for Common Equity and Related Stockholder Matters         26
Item 6.      Management's Discussion and Analysis or Plan of Operation        30
Item 7.      Financial Statements                                             43
Item 8.      Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure                                         44
Item 8A.     Controls and Procedures                                          44
Item 8B.     Other Information                                                44
PART III                                                                      44
Item 9.      Directors, Executive Officers, Promoters and Control
             Persons; Compliance With Section 16(a) of the Exchange Act       45
Item 10.     Executive Compensation                                           50
Item 11.     Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters                       51
Item 12.     Certain Relationships and Related Transactions                   53
Item 13.     Exhibits                                                         54
Item 14.     Principal Accountant Fees and Services                           56
SIGNATURES                                                                    57


                                        2
<PAGE>

                CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The information contained in this Report includes some statements that are not
purely historical and that are "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and as such, may involve risks and uncertainties. Such
forward-looking statements include, but are not limited to, statements regarding
management's expectations, hopes, beliefs, intentions or strategies regarding
the future, including the business environment in which we operate, our
financial condition and results of operations, and the expected impact of the
Merger, as defined in Item 1, on the Registrant's financial performance. In
addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. You can generally identify
forward-looking statements as statements containing the words "anticipates,"
"believes," "continue," "could," "estimates," "expects," "intends," "may,"
"might," "plans," "possible," "potential," "predicts," "projects," "seeks,"
"should," "will," "would" and similar expressions, or the negatives of such
terms, but the absence of these words does not mean that a statement is not
forward-looking. For example, our forward-looking statements may include
statements regarding:

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

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

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

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

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

      o     market acceptance of our products and services;

      o     the accuracy of our underwriting model;

      o     variations in quarterly operating results;

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

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

      o     general economic and other national conditions.

The forward-looking statements contained in this annual report are based on
management's current expectations and beliefs concerning future developments and
their potential effects on the Registrant. There can be no assurance that future
developments actually affecting the Registrant will be those anticipated. For
further discussion of the risks, uncertainties, and assumptions that could
affect our future events, developments or results, please carefully review the
"Risk Factors" set forth under "Item 1. Description of Business," below. In
light of these risks, uncertainties and assumptions, the future events,
developments or results described by our forward-looking statements herein could
turn to be materially different from those we discuss or imply.

                                     PART I

Item 1. Description of Business.

Overview

      The Registrant was initially organized and operated as Nicklebys.com,
Inc., a Colorado corporation. On July 19, 2005, Nicklebys.com, Inc.
("Nicklebys"), Nicklebys' wholly-owned subsidiary Nicklebys Acquisition Corp.
and certain existing stockholders of the Registrant entered into an Agreement
and Plan of Merger (the "Merger Agreement") with FIIC, Inc., pursuant to which
the Merger Sub would merge with and into FIIC, Inc., with FIIC, Inc. being the
surviving corporation (the "Merger"). Upon closing of the Merger on February 28,
2006, FIIC, Inc. became a wholly-owned subsidiary of the Registrant; the
Registrant changed its name to FIIC Holdings, Inc. and reincorporated in the
State of Delaware.


                                        3
<PAGE>

      Since the Merger closed subsequent to the reporting period covered by this
Annual Report on Form 10-KSB, this Report includes descriptions of both the
Registrant's business as it existed prior to the Merger and of the Registrant's
business post-Merger to ensure that the disclosure included herein is complete
and not misleading. Reference to the "Registrant" refers to Nicklebys.com, Inc.
prior to February 28, 2006, and to FIIC Holdings, Inc. since that date.

Business Development

      During the 2006 fiscal year, the Registrant's sole business function
remained seeking capital funding sources or partners to meet capital funding for
certain regulations for Capital and Surplus requirements. After completion of a
feasibility and actuary research report on the Registrant's proposed insurance
product, the Registrant introduced FIIC, Inc product concept in June 2006.
Throughout June and July 2006, the Registrant continued to seek an investment
banker to handle fund raising activity. Midas Securities was engaged for this
purpose post the reverse merger between Nickelby's and FIIC, Inc. However, in
November 2006 Midas was released and FIIC began a search for a new firm to
handle the funding activity.


                                        4
<PAGE>

      Immediately after the closing of the Merger, the Registrant reincorporated
from the State of Colorado to the State of Delaware and changed its corporate
name to FIIC Holdings, Inc. The shares of common stock of the Registrant are now
quoted on the Over-the-Counter Bulletin Board under the symbol "FIIH.OB" to
reflect the recent corporate name change.


                                        5
<PAGE>

      The Registrant reported the closing of the Merger and the related
transactions on a Current Report on Form 8-K filed March 6, 2006. Although the
Merger did not close during the period covered by this annual report, the
Registrant has included the discussion of the closing of the Merger above and
discussion related to FIIC Holdings, Inc. throughout this Report to avoid
confusion about the Registrant's business going forward and to provide context
for both the historical and forward-looking disclosure required.

FIIC Holdings, Inc.'s Business

      Overview

      FIIC Holdings, Inc. is an organizational stage company in the process of
establishing itself as an insurance holding company. To conduct its business,
FIIC Holdings, Inc., though its operating subsidiary FIIC, Inc. (collectively,
"FIIC"), is forming and capitalizing three affiliated operating entities,
including a Risk Retention Group to write insurance policies, an Agency Captive
insurance company to provide reinsurance, and a Master Group Agency providing
operations services to the other two insurance entities. FIIC has an exclusive
license to access and use a proprietary set of underwriting data and standards,
known as the FIIC Underwriting Data and Standards, and an associated web-based
interface, collectively known as the FIIC Database Content and Technology.
Through the planned insurance entities, FIIC intends to use this proprietary
information and technology to underwrite a new form of insurance policy,
designated as an Investor Protection policy, designed and intended to bolster
investment in new and growing businesses by insuring businesses, which will then
name their investors as beneficiaries, against certain kinds of business
failure. FIIC's objective is to provide a stable investment environment for
small business investors through the strict application of its underwriting
criteria. FIIC anticipates that it will primarily generate revenues from
insurance premiums, but also anticipates generating revenues through
sublicensing fees, agreements with strategic partners and sponsorships.

      FIIC plans to market its Investor Protection policy via the internet as a
business-to-business and business-to-client product, through direct sales
agents, and through certain professional advisors. FIIC intends to provide each
insured business and its investors a personalized, interactive experience during
the insurance process, affording access to relevant data and research, updates
on the status of current insured investments, and notification regarding various
additional business opportunities. FIIC plans to provide regular reports on each
insured business entity to investors in that entity regularly through its
website.

      Market Opportunity

      On average from 1990-2002, 120,000 new businesses started in the United
States per year, 73% of which were small businesses as defined by the
regulations of the Small Business Administration (the "SBA"). Although varied
slightly by Standard Industrial Classification code ("SIC code"), a "small
business" generally has $500,000 or less in annual revenues and 500 or fewer
employees. According to the U.S. Census Bureau Statistical Abstract of the
United States (2000), business failures among new small businesses historically
averaged 9 to 11%, while business failures among existing corporations averaged
1.03 to 1.22%. However, the potential for business failure, especially among new
businesses, often makes it difficult for such businesses to obtain adequate
working capital, in effect furthering their potential for failure. Although
investment in small businesses grew rapidly from 1995 to 2000, due primarily to
investment of large amounts of venture capital, this trend has reversed. After
the unfortunate events of September 11, 2001 and the various scandals that have
rocked the public markets in recent years, venture capital investment dropped
significantly from 2000 to 2001 and continued to decline in subsequent years.
Generally, investors of both equity and debt capital have become increasingly
reluctant to invest in new or developing businesses, crippling the ability of
entrepreneurs and growth business alike to attract needed capital. In addition,
the SBA has significantly limited its small business funding over the last two
years. During January 2004, it was widely reported that Congress's inadequate
funding of the SBA had caused the SBA to reject over 1,000 pending small
business applications, representing just a single month's worth of applications
and about $600 million of requested capital.

      Investor Protection Policy

      FIIC believes that the risk assessment and investment protection needs of
the financial community are not currently being adequately addressed, and seeks
to leverage the demand within current investment community for better investment
risk management. FIIC aims to create a less risky approach to investment in new
and developing businesses by lessening the risk of capital loss by investors due
to a business failure. Over the course of the last decade, James W. France,
FIIC's founder, President and Chief Executive Officer, has developed the concept
for an Investor Protection Policy, designed and intended to provide a stable
investment environment for small business investors in the form of a contract
liability insurance policy covering the investment exposure of outside investors
in operational start-up or developing small businesses against certain kinds of
business failure. The ability to purchase an Investor Protection policy shall be
offered to new and existing businesses, where the business and the potential
outside investors meet the necessary parameters of the FIIC Underwriting Data
and Standards. The investor is the policyholder. In the event of a covered
business failure, the insured investors/lender would receive the payout under
the policy, without having to wait to determine the post-failure value and
return, if any, of their investment.


                                        6
<PAGE>

      FIIC believes that the availability of its Investor Protection policy
should encourage hesitant investors to actively engage in investment in small
businesses, thereby bolstering investment in new and growing businesses and
making increased capital more readily available to such businesses. FIIC
believes that, if successful, the availability of the Investor Protection policy
and FIIC's user-friendly online underwriting process will assist new and growing
businesses in developing a stronger relationship with their funding sources, in
part by enabling faster funding decisions within the investment community. In
2006 there were more new business starts during the first quarter then in all of
the previous 2005 year. We are seeing the largest growth in new business start
business birthrate in U.S. History according to recent statistics from to The
Small Business Administration, an increase of almost 25% over prior periods.
Further, FIIC will seek to promote market confidence by assisting investors in
becoming better prepared when considering small business opportunities.

      FIIC Database Content and Technology

      FIIC has an exclusive license from its affiliate FIIC Research &
Development, LLC ("FIIC LLC") to access and use a proprietary set of
underwriting data and standards, known as the FIIC Underwriting Data and
Standards, and an associated web-based interface, collectively known as the FIIC
Database Content and Technology, designed to support for the underwriting
process for insuring new capital invested in new and growing businesses by
qualified outside investors. Through its planned insurance subsidiaries, FIIC
intends to use this proprietary information and technology to underwrite its
Investor Protection policies.

      FIIC LLC was formed in 2000 to determine the feasibility of developing and
offering an Investor Protection Policy, and eventually developed the FIIC
Database Content and Technology, including the FIIC Underwriting Data and
Standards. The FIIC Database Content and Technology includes a
specially-designed, proprietary database of SIC classified companies, developed
from multiple public sources, that identifies the success and failure rates of
U.S. businesses since 1984. This information is the source for FIIC LLC's
development of business mortality tables organized by SIC Code, which form the
actuarial basis for the FIIC Underwriting Data and Standards that will be
central to FIIC's planned underwriting process. In addition, the FIIC LLC
Database Content and Technology includes software incorporating funding
strategies and industry and segment specific risk assessment developed for
consistent application of the FIIC Underwriting Data and Standards; a web
interface for completion and processing of customer and investor applications
and interaction with the policy sales force; and sample forms of policies,
application questionnaires and promotional materials, all designed and intended
to make most efficient use of the FIIC Database Content and Technology and
resulting FIIC Underwriting Data and Standards and the supporting software
functions.

In March 2005, FIIC LLC granted FIIC, Inc. a perpetual, worldwide license for
access to and use of the FIIC Database Content and Technology, along with the
right to sublicense the technology in limited circumstances. The License fee
obligation was met in the during the third quarter 2006. FIIC LLC is obligated
to maintain and continue to develop the FIIC Database Content and Technology,
while FIIC will adapt the licensed data and technology to serve its marketing
and underwriting needs as they evolve. As FIIC gains additional information
about various industries, business success or failure rates, and the factors
influencing such rates, it will share this information with FIIC LLC to assist
in the maintenance and updating of the underlying database. In 2006 FIIC Holding
reached agreement with Fair Issac Corporation, FICO (FIC) to provide the
inclusion of their Small Business Scoring Services (SBSSSM) 6.0 as an integral
part of the underwriting operations in the new Investor Protection insurance
product that will ultimately help FIIC more effectively achieve the business
goals.

      Insurance Entities

      To conduct its business, FIIC is forming and capitalizing three operating
insurance entities:

      o     Federated Investors Insurance Company Risk Retention Group ("FIIC
            RRG") shall write the Investor Protection policies;

      o     Federated Insurance Captive ("FIC"), an agency captive insurance
            company, shall provide reinsurance coverage to FIIC RRG; and

      o     Federated Group Agency ("FGA"), a master group agency, shall provide
            operations services to FIIC RRG and FIC.


                                        7
<PAGE>

      Federated Investors Insurance Company Risk Retention Group

      FIIC RRG will be incorporated, domiciled and licensed in the District of
Columbia and will be owned by its investor policyholders. Risk Retention Groups
are insurance companies formed and operated pursuant to the federal Liability
Risk Retention Act of 1986 (the "RRG Act"). The RRG Act allows homogeneous
groups to establish insurance companies to write liability coverage for
businesses that fall within the definition of those groups, as long as the RRG
policyholders become owners of the RRG insurance company. Thus, FIIC RRG will
assess a 10% subscription fee on each annual premium paid by the policyholders,
and classify such fee as a capital contribution; thus ensuring that all
policyholders are also owners of the Company. Camelback Captive and Risk
Management Services, Inc. ("Camelback"), a non-affiliated company specializing
in the management of risk retention groups and captive reinsurance companies,
will initially be responsible for the day to day management of FIIC RRG pursuant
to a management agreement. To fund its required working capital reserve with the
District of Columbia Department of Insurance, Securities and Banking ("D.C.
DISB"), FIIC will initially provide RRG with $100,000 of cash and $400,000 in
the form of a surplus note to be repaid over a five-year period, subject to the
approval of the District of Columbia regulators. FIC will provide initial
reinsurance support for FIIC RRG, as described below, and any additional
reinsurance support required will be sought from other reinsurers approved by
the District of Columbia.

      Federated Insurance Captive

      FIC will provide reinsurance to FIIC RRG, written initially on a
quota-share basis, meaning that 80% of the net commissions on premiums collected
shall be ceded to FIC from RRG, with FIIC RRG assuming 20% and FIC assuming 80%
of the risk on the policy. FIC shall also be incorporated and domiciled in the
District of Columbia, and will be wholly owned and operated by FGA. To fund its
required working capital reserve with the D.C. DISB, FIIC will initially provide
FIC with $100,000 of cash and $300,000 in the form of a surplus note to be
repaid over a five-year period, subject to the approval of the District of
Columbia regulators. Camelback will also initially be responsible for the day to
day management of FIC pursuant to a management agreement.

      Federated Group Agency

      FGA was incorporated in Ohio in December 2005, is domiciled in Columbus,
Ohio, and will wholly own and operate FIC. FGA will provide operations support
for FIIC RRG and FIC, in conjunction with the management efforts of Camelback.
FGA will provide operational support for the sales, underwriting,
policy-issuance, accounting, field personnel and claims functions. FIIC intends
that FGA's key employees shall all have experience in corporate financial
planning, investment banking, risk management or asset management.

      Initial Target Market

      Research into the potential marketability of the FIIC Investor Protection
policy has centered on identifying the annual numbers of newly formed business
corporations that actually commence operation, as opposed to newly formed
businesses overall. Further, based on the significant business failure rate
between businesses in their first year versus longer existing businesses, FIIC
anticipates that by insuring a mix of new corporations and existing corporations
on a 50/50 basis actual failures producing claims should only represent
approximately 1-2% of all businesses insured by FIIC RRG.

      Of the annual average 120,000 new businesses started in the United States
in 1997 and over 650,000 in 2005-6, the Midwest region surrounding Ohio yielded
slightly more than 21,000 new businesses. FIIC initially intends to target its
sales efforts to new and developing small businesses in Ohio. FIIC aims to
underwrite approximately 0.4%, 0.8% and 1.0% of the historical new business
starts in Ohio during its first three operations years at an average premium of
10% over the amount insured and an average total investment of $250,000. FIIC
anticipates initially expanding its business beyond Ohio into a 5-state region
around Ohio, including Pennsylvania, Indiana, Missouri, Kentucky, and Illinois,
and potentially two western states, as soon as it has initiated operations and
has adequate reserves to allow sufficient underwriting in these markets. FIIC
believes its business will grow primarily through increasing market penetration,
eventually attracting later stage businesses seeking capital as well, and
through development on additional product offerings viable for financial
institutions.

      Marketing Strategy

      FIIC plans to market its Investor Protection policy via the internet as a
business-to-business and business-to-client product, as well as through direct
licensed sales agents and by creating and leveraging relationships with various
business advisors. FIIC will also reach out to entrepreneurs and investors to
educate them about the availability and benefits of the Investor Protection
policy.


                                        8
<PAGE>

      Corporate Website

      FIIC's product-focused website will be the home page for the application
for the Investor Protection policy. This website will provide access to a
demonstration of the FIIC application and underwriting process and a detailed
description of the Investor Protection policy. FIIC also plans to offer monthly
informational features on this website, including updated financial news,
announcements of periodic updates of FIIC's product or service offerings and
links to and information on FIIC's strategic partners who can provide support
services to businesses or their investors. By tracking the visits and inquiries
made via this website, FIIC also intends to collect data from investors and
businesses that it hopes will further facilitate its understanding of the
investment community's current and potential needs.

      Direct Sales

      FIIC may also take on commissioned insurance sales agents who have
producer insurance licenses and experience in dealing with the insurance needs
of business clients. Although approached by a sales agent, the application and
underwriting process for such sales will still rely on use on FIIC's centralized
on-line process.

      Press Releases

      FIIC intends to use press releases to generate website traffic and
inquiries regarding the Investor Protection policies. Press releases will be
issued as the company reaches certain milestones, enters agreements with new
strategic partners and roles out new reference information and useful links on
its websites.

      Application and Underwriting Process

      Application Process

      FIIC's application will be readily available for review and completion on
its website. The application for the Investor Protection policy will provide
basic data about the applicant business, information concerning the adequacy of
the business venture's planning and funding to date, and will require
representations of both management and the investors or other funding source
regarding the anticipated financing structure.

      When the applicant finishes the on-line application, including a Due
Diligence Questionnaire about the business and its industry, the website will
also request submission of a Business Plan, Management Plan, Marketing Plan and
Capital Plan including Pro Forma Financials, either electronically or in hard
copy. Any other related documents regarding the investment or other funding
relationship, including all material contracts, agreements, organizational
documents, and related materials of the entity to be insured, must also be filed
with FIIC as exhibits to the policy application.

      Upon submission of the application and acceptance of a nominal application
fee payment, FIIC anticipates that the website technology will be programmed to
automatically pull appropriate credit bureau reports and Fair-Isaac information
on the business and its primary owner/operator. Further, FIIC anticipates that
the website will trigger the licensed software from FIIC LLC to access the
database of business failure data, generate several statistics based on the
appropriate SIC code, including the failure rate of the applicant's industry
currently and the failure rate of the businesses within the specific SIC code
currently and over time (up to 10 previous years). The licensed programming
should then report out this data via e-mail to the FGA administration screen and
by e-mail to the applicant. Subsequently, the licensed technology shall reduce
all input and generated data points on the applicant company into four areas
(basically covering business, management, marketing, and capital planning),
which will be used by the underwriting committee to rate the business and
approve or disapprove of issuing the policy.

      Underwriting

      After receipt of all requested documents a screener will review the
completed application and determine if anything is missing or too weak to be
reviewed further. If such information is necessary, the screener will contact
the applicant by e-mail with any follow-on requests. If the application is
adequate, FIIC intends to have the screener electronically send the various
parts of the application to the appropriate individual underwriters. The four
areas of gathered information (Business, Management, Marketing and Capital
Plans) will be reviewed by in-house underwriters in each respective area of
expertise. The underwriter(s) will then complete an underwriting criteria
document and score the applicant. After all the underwriting scores are posted,
the underwriters will use the Scoring, matching against mortality data and
business judgment to set a final premium, with sign-off by the Underwriting
Committee. However, if the Underwriting Committee determines the risks are too
high, the applicant will be turned down at this point. Rejected applicants will
receive an e-mail communication describing the underwriting evaluation summary
with all pertinent information and explain why a rejection occurred. FGA will
also make recommendations to the business to take appropriate steps to re-apply
for future qualification.


                                        9
<PAGE>

      If the application is approved, FIIC will send an e-mail report to the
applicant and the website's status board will be updated to show the approval.
The applicant may then request a draft policy be provided for its use in
communicating the nature and benefits of the policy to the potential investors.
In order to qualify as a beneficiary under the policy, the investor(s) must
enter the website and fill out an investor application, which will then be
linked to the application of the business. From this application, FGA will
determine if an investor(s) is or is not an accredited investor. FIIC may
provide non-accredited investors as beneficiaries under an Investor Protection
policy with coverage for up to $10,000 in one business, and intends to provide
accredited investors coverage for up to $50,000 per business. If an investor
wants to invest more he or she will have the opportunity to appeal to the
Underwriting Committee via the website.

      FIIC intends to audit the underwriting system regularly to ensure
continued and consistent compliance with its standards. The computer system
licensed from FIIC LLC self-audits to flag questionable data as part of the
underwriting process.

      Policy Issuance, Closing and Follow-Up

      Upon satisfactory completion of both the business application and all
investor applications, the investment is approved for a closing under the
Investor Protection policy. Just prior to closing, FGA will electronically issue
to the business the unsigned policies and subscription agreement to purchase its
stock in FIIC RRG. FIIC will require that a licensed FGA representative be
present at the closing of the investment transaction and that FGA receives the
first year premium on the Investor Protection policy and the first year
Subscription Fee from the business prior to the closing. FGA should also receive
at this time final copies of all pertinent investor/business contracts. Upon
closing of the investment and the policy issuance, the business applicant shall
become an insured party and a shareholder-owner in FIIC RRG, while their
investors become the beneficiaries of the policy.

      After closing of the policy and funding of the investment, the ongoing
review and field audit team activity will begin at the end of each quarter. The
field audit team review of quarterly financial results will be used to set up a
due diligence profile. Any critical questions are reviewed with insured
business, including a customer visit by an agent or representative to discuss
any potential problem areas, and this information will be given to the FGA field
audit team for their review and action. If there are any significant concerns,
the field audit team will contact the client and offer to consult in those areas
where there are problems. This consulting is at no cost to the client, and will
be covered as part of the paid insurance premium. Depending on the nature and
complexity of the problem, the field audit team might recommend that a third
party consultant be engaged on a fee basis to correct the problem. Targets will
be set to remove any deficiencies, and if necessary, FIIC will assist the
company in evaluating a potential recapitalization or bankruptcy.

      Prior to the end of the fourth quarter after closing, the field audit team
will prepare a recommendation to the Underwriting Committee incorporating
recommendations from the independent agent or consultant(s). This recommendation
will include a suggested renewal premium if the recommendation is to renew. If
the recommendation is not to renew, the Underwriting Committee shall write the
client with its decision, including a statement of the deficiencies that were
found and the corrective actions recommended. It will also recommend that a
consultant assist the client to remove those deficiencies if appropriate.

      If approved for renewal by the Underwriting Committee, then FIIC will
notify the business in writing. If the premium is lowered at renewal, the
committee will explain its views to the client on improvements made during the
year. If the premium is raised for the next year, any deficiencies contributing
to the increase in premium will be noted. The renewal approval letter will also
explain the renewal process to the client and the client will be asked to
comment on its experience.

      Claims

      FIIC projects that claims on Investor Protection policies will be incurred
at the rate of two percent (2%) of the total number of businesses insured (2% of
policyholders). FIIC anticipates all claims will be settled on a quota-share
basis with the reinsurers, split according to the quota share at time of premium
recognition. In a quota share arrangement, the reinsurer accepts a stated
percentage of each and every risk within a defined category of policies on a pro
rata basis at a fixed and certain level of participation. FIIC intends to set
conservative reserve levels in an effort to assure its ability to pay all
claims. FIIC intends to maintain reserves of at least 15% of the collected
premiums, to be adjusted regularly based on actual claims experience. The
premium to surplus ratio will not exceed 2:1 unless approved by the appropriate
regulatory agency.


                                       10
<PAGE>

      Competition

      The offering of investor protection insurance products is relatively new.
Although conventional products are currently offered, including on-line, FIIC is
not aware of any similar business insurance product to the Investor Protection
policy. Although various credit unions may insure their members' use of
proceeds, credit union insurance covers only one SIC code. FIIC's product will
be insuring multiple SIC codes. Other instruments such as surety bonds and
letters of credit are useful instruments yet hardly any business averaging a
$250,000 investment level, FIIC's target investment level, qualifies for these
instruments. FIIC is aware of two offerings that packaged more common and basic
financial instruments to provide some investor comfort, but these differed
substantially in that they did not insure 100% of the investors' or lenders
principal, their claims conditions were very complicated, and the costs did not
cover the provision of additional resources, oversight and referral to
appropriate consultants, as is included in the premium for the FIIC Investor
Protection policy.

      FIIC believes that it will enjoy an initial market advantage until other
insurance companies redirect resources and management to seek to become
competitive with FIIC. However, FIIC believes the established relationships of
its principals with various data compilation sources and industry consultants,
including Fair-Isaac, a variety of institutions and many of the consultants or
other service providers that will become its strategic partners, will allow FIIC
to maintain a competitive advantage. Also, based on the time and effort invested
in the development of the FIIC Database Content and Technology, including the
FIIC Underwriting Data and Standards, FIIC believes its exclusive license to use
the this content and technology will provide it a strong foundation to compete,
as other will not have immediate access to the long-term data compiled and
organized specifically to support this type of insurance operation. FIIC in 2006
made further design options to these Standards to provide potential further
licensing strategies with other carriers one the full market potential is
recognized and coverage limits increase.

      Other Products and Services

      FIIC anticipates that it will primarily generate revenues from insurance
premiums, but also anticipates generating revenues through sublicensing fees,
agreements with strategic partners and sponsorships. FIIC also anticipates
opening a second market product version of the FIIC system for use by banks and
lenders as FIIC gains experience and market presence, and becomes a rated
insurance company.

      Planned Growth

      Although FIIC intends to be ready and able to fully execute its business
plan on its own upon the completed formation of its insurance subsidiaries, FIIC
also intends to seek candidates from the insurance industry for potential
mergers or acquisition in an effort to further accelerate growth, strengthen
reserves and surplus, and conserve capital by potentially leveraging access to
existing operations, distribution and state licensing. Further growth will come
from strategic carrier partnering, addressing specific funding sources needs in
their investment activities.

      Government Regulation

      It is a state and federal law requirement that any company selling any
insurance product must become licensed to do so. As a holding company, FIIC does
not require direct licensing or certification, but its two of its three planned
subsidiaries will require such regulatory approval. FGA must have at least one
officer licensed to sell Property & Casualty ("P&C") insurance; All of the
officers will become licensed. FIIC RRG will require certification from the D.C.
DISB, as will FIC. Prerequisites receiving the required certifications include
submission of a Plan of Operation, an actuarial Feasibility Study, which has
been done, and funding of a the required working capital reserve; FIIC has yet
to complete the last steps towards certification for FIIC RRG and FIC. Prior to
marketing in a state, FIIC must submit an application including its Feasibility
Study which was completed in 2006. This along with a small fee will need to
submit to each such state under the RRG Act. However, by law, each state must
accept FIIC's application and approve its sales activities in the state upon
submission of the application. FIIC RRG and FIC will both require annual
insurance audits to be submitted to the D.C. DISB as well. If FIIC RRG or FIC
fails to maintain an adequate working capital reserve or maintain compliance
with other aspects of the D.C. Captive Insurance Company Act of 2004, the or the
RRG Act, the subsidiaries and/or FIIC may be subject to fines or penalties as
severe as losing its certifications to conduct business.


                                       11
<PAGE>

      Employees

      Prior to February 7, 2006, FIIC had not entered any employment or other
long-term compensation agreements with its executive officers or other key
personnel. However, it has named executive officers, directors and key
personnel, many of whom have provided services during the period of initial
organization, the negotiation and consummation of the Merger and the launch of
FIIC's plan of operation. For additional detail on the Registrant's new
executive officers, directors and key personnel, see "Directors, Executive
Officers and Key Personnel" under Item 9 below.

      Facilities

      FIIC's executive offices are located in Columbus, Ohio, in space leased
from Manchester Exchange Investment Company, a related party. For additional
detail, see "Certain Relationships and Related Transactions" under Item 12
below.

Risk Factors

Any investment in the Registrant's common stock involves a high degree of risk.
Investors should carefully consider the risks described below and all of the
information contained in this Annual Report on Form 10-KSB before deciding
whether to purchase the Registrant's common stock. The Registrant's business,
financial condition or results of operations could be materially adversely
affected by these risks if any of them actually occur. The trading price of the
Registrant's common stock could decline due to any of these risks, and an
investor may lose all or part of his investment. Some of these factors have
affected the Registrant's financial condition and operating results in the past
or are currently affecting the Registrant. This Annual Report on Form 10-KSB
also contains forward-looking statements that involve risks and uncertainties.
The Registrant's actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
the risks faced by the Registrant described below and elsewhere in this Annual
Report on Form 10-KSB. With respect to this discussion, the terms "FIIC," "the
Company," "we," and "our" refer to FIIC Holdings, Inc. and its wholly-owned
subsidiary FIIC, Inc.

      Risks Related to Our Operations

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

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

Although FIIC provided Nicklebys.com, Inc. with cash consideration to satisfy
its liabilities at the time of the Merger, as of December 31, 2006, FIIC already
had an accumulated deficit of approximately $4,538,514. FIIC expects to continue
to incur losses over at least the next year, and the amount of future losses is
uncertain. FIIC's ability to generate revenue and become profitable will depend
on obtaining and maintaining regulatory approvals in the U.S., achieving market
acceptance for its Investor Protection policies and related services and
successfully executing its business plan. Sales of the Investor Protection
policies cannot begin until FIIC receives all necessary regulatory approvals. If
FIIC fails to generate significant revenues from commercial sales, fails to
obtain necessary regulatory approvals, or if revenues fail to grow at a pace
rapid enough to offset anticipated increases in expenses, FIIC may never achieve
profitability.

FIIC's initial success depends entirely on its Investor Protection policies,
which are a new, unproven insurance product, utilizing underwriting data and
standards which have not previously been used in the commercial insurance market
and which may not be or become commercially viable.


                                       12
<PAGE>

FIIC's business will initially depend entirely on a new insurance product for
which there is no established market. FIIC intends to use the licensed FIIC
Database Content and Technology to underwrite policies insuring the capital of
investors against the risk of loss associated with certain business failures.
However, the Investor Protection Policy remains in development and FIIC must
clear certain regulatory and financing hurdles before actively selling this
product. Further, FIIC cannot assure you it can or will develop a consistent
method of application of the FIIC Underwriting Data and Standards for the
issuance of Investor Protection policies that will sufficiently minimize risk of
loss to FIIC, such that FIIC may achieve profitability. Developing the FIIC
Underwriting Data and Standards has required extensive and sophisticated
statistical gathering and analysis by FIIC Research and Development LLC ("FIIC
LLC"), an affiliate of FIIC. FIIC LLC cannot assure FIIC or you that the
underwriting standards are or can be made acceptable for FIIC's intended use or
that all of the relevant information necessary to maintain the standards will
remain indefinitely available. Further, FIIC cannot assure you that the Investor
Protection policies will be accepted commercially or that they can be priced
effectively. FIIC has not yet sold any insurance policies and it cannot assure
you that its underwriting efforts will be successful. Because the Investor
Protection policy will initially be FIIC's sole product focus, an inability to
accurately underwrite the policies would materially affect FIIC's ability to
generate significant revenue and could likely prevent FIIC from achieving
profitability.

If FIIC's Investor Protection policy is not accepted by the financial community,
FIIC may not be able to generate significant revenues or achieve profitability.

The commercial success of FIIC's Investor Protection policy depends on its
acceptance by new and emerging businesses and investors in such businesses. Such
acceptance will depend on businesses' perception of the FIIC policies as a
cost-effective mechanism for encouraging investment and on investors' perception
of FIIC and its policies as reliable. FIIC cannot assure you that the Investor
Protection policy will provide benefits considered adequate by all investors or
businesses, or that investors and businesses will purchase a sufficient number
of FIIC Investor Protection policies for FIIC and its new insurance product to
achieve commercial success. Even if FIIC establishes the reliability, efficiency
and cost benefits of its Investor Protection policy, investors and businesses
may elect not to purchase the policy for a number of other reasons, including:

      o     lack of experience with and understanding of this type of
            investment-related insurance;

      o     the additional cost of obtaining an Investor Protection policy;

      o     a determination that its limited capital would be more beneficially
            applied to other purposes;

      o     a decision to purchase a different product from those available on
            the market serving a similar function; and

      o     any adverse publicity regarding investment-related insurance and
            other risk-hedging financial products.

If FIIC is unable to establish its Investor Protection policy as a commercially
viable product, it will have to rely on its sublicensing efforts to generate
sufficient revenues as it seeks to develop and commercialize other products and
services.

FIIC may be unable to compete successfully with its competitors, resulting in a
lack of adequate revenues and inability to obtain profitability.

FIIC will face competition from other insurance companies and other financial
product companies. Most of FIIC's potential competitors have greater financial
resources. Some of these competitors already have products currently available
designed to decrease or hedge some forms of investment risk, and these and other
companies may be developing additional products that would compete with FIIC's
Investor Protection policies.

FIIC's ability to compete successfully in the insurance and financial product
markets is based on numerous factors, including:

      o     the reliability and consistency of its policies, including the speed
            and consistency of FIIC's payment of claims presented under the
            initial Investor Protection policies, relative to competing
            products;

      o     the relative speed with which FIIC is able to educate business and
            investors in its target markets about its Investor Protection
            policies and create a market for the product;

      o     potential customers' comfort level with a primarily internet-based
            insurance company, including the processing of most transactional
            steps over the internet; and

      o     the cost-effectiveness of the Investor Protection policy.

In addition, FIIC will compete for clients on the basis of reputation of its
management, client service, program and product offerings, and the ability to
tailor its products and services to the specific needs of each client. If FIIC
is unable to distinguish its Investor Protection policies from competing
products, or if competing products reach the market first, FIIC may be unable to
successfully establish a client base sufficient to achieve profitability.


                                       13
<PAGE>

FIIC may be unable to scale its operations successfully, resulting in a strain
on management and increased expenses without an equal, if any, increase in
revenues, negatively impacting FIIC's results of operations and prospects for
achieving profitability and stable leadership.

If successful in growing its insurance operations rapidly, FIIC's growth will
place significant demands on FIIC's management, underwriting staff and marketing
staff, as well as its financial resources. FIIC cannot guarantee that any of the
systems, procedures and controls it puts in place will be adequate to support
the intended rapid commercialization of its Investor Protection policy. FIIC's
operating results will depend substantially on the ability of its officers and
key employees to manage changing business conditions, to implement and modify
its underwriting and sales programs and to maintain sufficient financial,
administrative and other resources. If FIIC is unable to adapt its services and
operations to respond quickly, efficiently and in a cost-sensitive manner to
changing business conditions, then the quality of its products and services and
its ability to retain key personnel could be harmed, adversely impacting FIIC's
ability to achieve profitability.

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

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

FIIC's reliance on this license subjects it to various risks that could harm its
business, including:

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

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

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

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

Disruption or termination of FIIC's agreement with FIIC LLC could delay or
suspend FIIC's overall efforts to create a market for its Investor Protection
policies. The loss of the license or FIIC LLC's failure to maintain the licensed
technology and data could require FIIC to cease providing products or services
using such licensed technology, which would likely result in a significant loss
of revenue for its business.

Claims of conflicts of interest may arise because certain of FIIC's LLC's
members and key personnel are also directors, officers or employees of FIIC.

Certain persons in leadership positions with FIIC, including all of FIIC's
executive officers, have a continuing relationship with FIIC LLC. It is
generally desirable to the members of FIIC LLC to retain such individuals in
their current capacities with FIIC LLC because of their knowledge of, and
experience with, FIIC LLC's business and its operations, including maintenance
of the FIIC Database Content and Technology. However, the individuals are also
vital to the initial operational success of FIIC due to their familiarity with
the planned Investor Protection policy, insurance operations and the intended
use of the licensed FIIC Database Content and Technology. These instances of
affiliation with both FIIC and FIIC LLC could create, or appear to create,
conflicts of interest when such individuals are faced with decisions that may
have different implications for FIIC and FIIC LLC. If a stockholder feels that
one or more of these individuals failed to act in FIIC's best interest, FIIC
could be subject to shareholder litigation, resulting in additional expenses and
potential disruption of its key personnel.


                                       14
<PAGE>

FIIC is dependent on information suppliers, including FIIC LLC's third-party
information suppliers, and if it is unable to successfully manage these
relationships the quality and availability of FIIC's insurance products and
services may be harmed.

Some of the data used in underwriting its Investor Protection policies comes
from various third party suppliers and government entities. If these suppliers
are no longer able or are unwilling to provide FIIC with certain data, or to
provide it at commercially reasonable rates, it may need to find alternative
sources, which may not be readily available. If FIIC is unable to identify, and
to the extent necessary contract with, suitable alternative data suppliers and
integrate these data sources into its offerings, it could experience disruptions
in its underwriting process, resulting in potential delays in sales, increased
costs and reduced quality. In addition, the loss of such access or reduced
availability of data in the future due to increased governmental regulation
could have a material adverse effect on FIIC's business, financial condition or
results of operations.

FIIC's ability to protect the intellectual property rights underlying its
revenue-generating activities involves many complexities and uncertainties,
including the impact of potential claims that the technology upon which FIIC
relies infringes on the rights of others.

FIIC's business depends significantly on its license of the proprietary FIIC
Database Content and Technology from FIIC LLC. FIIC LLC relies on a combination
of common law copyrights, confidentiality agreements and other contractual
provisions to establish, maintain and protect its proprietary rights, all of
which afford only limited protection. FIIC's success will depend to a
significant extent on the ability of FIIC LLC to obtain and maintain trademark
and copyright protection for the FIIC Underwriting Data and Standards and
related access and correlation technologies, to preserve its trade secrets and
to operate without infringing the proprietary rights of others. To date, FIIC
LLC has not filed for statutory trademark or copyright protection for its
intellectual property and has not committed to do so. FIIC and FIIC LLC cannot
assure you that FIIC LLC's existing common law trademarks or copyrights will
provide substantial protection against competitors with similar technology or be
of commercial benefit to FIIC, that trademark and/or copyright protection is in
fact available for its intellectual property, or that such protections, if
available, will be effective to provide or provide remedies for infringement.
FIIC LLC cannot assure FIIC or you that others will not independently develop
substantially equivalent proprietary information and techniques, or otherwise
gain access to its trade secrets or disclose such technology. FIIC's success
will also depend to a significant extent on its ability to aid FIIC LLC in
preserving such proprietary rights, particularly by limiting sublicensed use of
the FIIC Database Content and Technology pursuant to the agreed limitations of
the license between the parties and not disclosing FIIC LLC's confidential
sources of third party information. FIIC also relies on trade secrets and cannot
assure you it can meaningfully protect its right to such trade secrets.

As businesses reliant on proprietary information and technology, FIIC and FIIC
LLC may also be subject to intellectual property litigation by third parties
claiming FIIC's products or the underlying processes infringe on their
proprietary rights. If FIIC LLC's proprietary rights and FIIC's rights to use
such information and technology pursuant to the license are challenged by
litigation and, if the outcome of such litigation were adverse to FIIC LLC
and/or FIIC, competitors might be free to use the information and technology
subject to the challenge, or FIIC LLC may be required to license the information
and technology to others in settlement of such litigation. In addition to any
potential liability for damages, FIIC could be required to obtain an alternate
or additional license in order to continue to sell or use the affected product
or process. The invalidation of such proprietary protections could create
increased competition, with potentially material adverse effects on FIIC and its
business.

Litigation also may be necessary to assist FIIC LLC in enforcing its proprietary
rights and/or to determine the scope and validity of the proprietary rights of
others, with similar potentially disruptive and adverse effects on FIIC. Legal
standards relating to the validity, enforceability and scope of protection of
both common law and statutory proprietary rights are continuously evolving,
especially in relation to software and internet technologies. Even if ultimately
resolved in favor of FIIC and FIIC LLC, any intellectual property litigation
would be costly and could divert the efforts and attention of FIIC's management
and technical personnel, which could have a material adverse effect on its
business, financial condition and results of operations. FIIC cannot assure you
that infringement claims will not be asserted in the future or that such
assertions, if proven to be true, will not prevent FIIC from selling its
products, materially and adversely affecting its business, financial condition
and results of operations. If any such claims are asserted against it, FIIC may
seek to enter into royalty or licensing arrangements. FIIC cannot assure you
that a license with such parties will be available on commercially reasonable
terms, or at all.


                                       15
<PAGE>

FIIC may be subject to claims of trademark infringement, which may harm its
ability to generate awareness of its products and achieve profitability.

FIIC has recently become aware that other parties are utilizing "FIIC" as an
identifying mark, or other marks that incorporate the letters "FIIC." Although
FIIC is not aware of any such party operating in the insurance industry, FIIC
may be subject to legal proceedings alleging claims of trademark infringement in
the future and those parties may have rights to such marks that are superior to
those of FIIC. In this event, FIIC may be required to stop using the name in
particular markets or to obtain a license from these parties to use it in such
markets. If FIIC must rebrand, it may result in significant marketing expenses
and additional management time and resources, which may adversely affect its
business.

FIIC's business model is heavily dependent on information processing systems
that may fail or become obsolete.

FIIC's underwriting process relies on proprietary technology to gather, analyze
and apply data related to the success and failure of new and growing businesses
across the country. FIIC's ability to successfully operate its insurance
business depends on its ability to obtain such information and its capacity to
store, retrieve, process, update and manage significant databases and expand and
upgrade periodically our information processing capabilities. The underlying
technology likely will change and may become obsolete as new technologies
develop. FIIC's future success will depend upon its ability to remain current
with the rapid changes in the technologies used in its business, to learn
quickly to use new technologies as they emerge and to develop new
technology-based solutions as appropriate. If FIIC is unable to do this, it
could be at a competitive disadvantage. FIIC's competitors may gain exclusive
access to improved technology, which also could put FIIC at a competitive
disadvantage. If FIIC cannot adapt to these changes, its business, financial
condition or results of operations may be materially adversely affected.
Likewise, the information underlying the FIIC Underwriting Data and Standards
can and will become obsolete if not updated on a consistent and timely basis. If
FIIC LLC fails to adequately maintain the FIIC Database Content and Technology,
FIIC's underwriting process will become increasingly less accurate and FIIC may
face an increase in the number of claims presented. Further, interruption or
loss of FIIC's information processing capabilities through loss of stored data,
breakdown or malfunctioning of computer equipment and software systems,
telecommunications failure, or damage caused by fire, tornadoes, lightning,
electrical power outage or other natural or man-made disruption could have a
material adverse effect on our business, financial condition and results of
operations.

FIIC faces significant security risks related to its electronic transmission of
confidential information, which could result in inadvertent disclosure of
confidential information of FIIC and/or its customers, which could harm FIIC's
competitive advantage, its ability to generate future revenues, and its ability
to obtain or maintain profitability.

FIIC will rely on encryption and other technologies to provide system security
to effect secure transmission of confidential or personal information in its
internet-based underwriting system. FIIC currently licenses these technologies
from FIIC LLC and may obtain similar licenses from other third parties. There is
no assurance that FIIC's use of applications designed for data security, or that
of third-party contractors will effectively manage evolving security risks. A
security or privacy breach could:

      o     expose FIIC to liability;

      o     increase FIIC's expenses relating to resolution of these breaches;

      o     deter customers from using FIIC's web-based policy application and
            other aspects of its web-based customer interface; and

      o     deter information suppliers from doing business with FIIC.

Any inability to protect the security and privacy of FIIC's electronic
transactions could have a material adverse effect on its business, financial
condition or results of operations.

FIIC's Investor Protection policies will likely have variable sales, reflecting
increases and decreases in overall new or emerging business financing, which may
cause FIIC's revenue and operating results to fluctuate significantly from
quarter-to-quarter.


                                       16
<PAGE>

FIIC expects that its Investor Protection policies may initially have a lengthy
and potentially sporadic sales cycle. FIIC may incur substantial sales and
marketing expenses and expend substantial effort without making significant
sales as it educates businesses and potential investors about the benefits of
its Investor Protection policies. Sales of Investor Protection policies may not
grow significantly until FIIC proves to the market that it will consistently pay
out claims in a time-efficient, cost-effective and business and
investor-friendly manner. FIIC anticipates that the time from the sale and
issuance of its initial Investor Protection policy to the presentment and
processing of an initial claim under such a policy may be 18 months to 2 years,
based on an assessment of historical transaction data regarding the success rate
of new and emerging businesses. The market for investment insurance is dependent
upon, among other things, the volume of financing transactions that satisfy
FIIC's eligibility criteria, which is usually influenced by factors such as
interest rates and the state of the overall economy. Further, even after making
a decision to purchase an Investor Protection policy for the benefit of its
investors, some businesses may choose not to renew their policies or
subsequently buy policies for additional rounds of financing based on the
business' internal performance outlook expectations. Thus, the market of
potential purchasers of the Investor Protection policies will likely grow and
shrink according to the numerous factors which impact the financial climate for
and likely success of new businesses as well as the actual performance of FIIC's
Investor Protection policies. As a result, FIIC's revenue and operating results
may vary significantly from quarter to quarter, which increases the risk of an
operating loss for FIIC for any given quarter.

Any geographic or industry concentration of businesses holding FIIC Investor
Protection policies could leave FIIC vulnerable to an economic downturn or
regulatory changes in those areas, resulting in a decrease in its revenues.

FIIC plans to offer its Investor Protection policies to new and growing
businesses nationwide. However, it will take a number of years for FIIC to
develop a portfolio of policies that is fully diversified across geographic
regions and industries. FIIC will initially market its policies to businesses
concentrated in a small number of states, and thus the occurrence of adverse
economic conditions or an adverse regulatory climate in such states could
significantly increase the number of claims presented to FIIC and could
negatively affect FIIC's financial results more than would be the case if its
business were more geographically diversified. Similarly, if FIIC's initial
policies protect investors in businesses concentrated in a small number of
industries, any change in the regulation of or business climate in such
industries and resulting increases in associated costs and/or competition within
such industries could significantly increase the number of claims presented to
FIIC and could negatively affect FIIC's financial results more than would be the
case if its policies were issued to businesses across more diverse industries.

FIIC depends on certain key executive personnel for its success, the loss of
whom could adversely affect its business, financial condition and results of
operations.

FIIC's success depends on the continued availability and contributions of
members of its senior management teams and other key personnel. James W. France,
FIIC's President, Chief Executive Officer and a director, first developed the
concept for the Investor Protection policy, has been intimately involved in
developing the insurance structure of FIIC and the Database Content and
Technology of FIIC LLC, including the development of the FIIC Underwriting Data
and Standards, and has attracted the capital required necessary to launch FIIC's
commercial efforts. As such, FIIC's success depends in large measure on the
continued service of Mr. France in those positions. The loss of the services of
Mr. France or any of a number of other executive officers and senior managers
could delay or reduce FIIC's product and service development and
commercialization efforts.

Furthermore, recruiting and retaining qualified personnel to educate the
marketplace about the availability and benefits of Investor Protection policies
will be critical to FIIC's success. The loss of members of FIIC's management
team or its inability to attract or retain other qualified personnel or
advisors, could significant weaken FIIC's management team, harm its ability to
compete effectively and harm its long-term business prospects. If key managers
were to end their employment with FIIC, it could disrupt FIIC's initial client
relationships and have a corresponding negative effect on financial results,
marketing and other objectives and impair FIIC's ability to implement its rapid
growth strategy. Most of FIIC's executive officers and other planned key
personnel are subject only to consulting arrangements and not formal long-term
employment agreements. Although FIIC does intend to execute employment
agreements containing confidentiality and non-compete provisions with these
individuals prior to underwriting any policies, some courts may not enforce such
an agreement against an employee. Although FIIC has adopted the FIIC 2005 Plan,
since FIIC is likely a "shell company" as defined by Rule 405 promulgated under
the Securities Act, it is ineligible to register the plan using Form S-8. Given
FIIC's limited financial resources and need to focus on the launch of its
operations, FIIC is unlikely to register the FIIC 2005 Plan via other available
methods and thus unlikely to issue shares to its current or potential employees
under the FIIC 2005 Plan until such time as it ceases to be a shell company and
becomes eligible for use of Form S-8.

FIIC's management is relatively inexperienced in the insurance industry and thus
may be less able to foresee potential problems with or adverse effects upon
FIIC's business.


                                       17
<PAGE>

While Mr. France and other members of the FIIC management team have spent
several years developing the concept of the Investor Protection policy and have
some insurance experience, most of the current management team does not have
experience with insurance company formation or the day-to-day operation of
insurance carrier entities. FIIC's executive management has undertaken
significant efforts to become more educated about insurance company formation
and management; Management plans to hire a number of individuals with more
significant insurance company and Credit underwriting experience for key
management positions, FIIC will initially rely substantially on the advice and
guidance of its insurance counsel and insurance consultants, and on feedback
from governmental authorities, such as the Washington D.C. Department of
Insurance, Securities and Banking and Ohio Department of Insurance. Accordingly,
FIIC's current personnel's inexperience in developing an insurance company could
significantly adversely affect the Company's ability to achieve its goal.

Risks Relating to Regulatory Requirements

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

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

Failure to comply with government regulations applicable to the insurance
industry could restrict FIIC's ability to conduct its business.

Government authorities regulate insurance entities in the states in which they
do business. These regulations generally are intended for the protection of
policyholders rather than stockholders. The nature and extent of these
regulations vary from jurisdiction to jurisdiction, but typically involve:

      o     approval of premium rates for insurance;

      o     standards of solvency and minimum amounts of statutory capital
            surplus that must be maintained;

      o     limitations on types and amounts of investments;

      o     establishing reserves, including statutory premium reserves, for
            losses and loss adjustment expenses;

      o     regulation of dividend payments and other transactions between
            affiliates;

      o     prior approval of the acquisition and control of an insurance
            company or of any company controlling an insurance company;

      o     licensing of insurers and agents;

      o     regulation of reinsurance;

      o     restrictions on the size of risks that may be insured by a single
            company;

      o     regulation of underwriting and marketing practices;

      o     deposits of securities for the benefit of policyholders;

      o     approval of policy forms;

      o     methods of accounting; and

      o     filing of annual and other reports with respect to financial
            condition and other matters.


                                       18
<PAGE>

These regulations may impede or impose burdensome conditions on rate increases
or other actions that FIIC or its insurance subsidiaries might want to take to
implement FIIC's business strategy and enhance its operating results. FIIC
intends to conduct business in a number of states and will be subject to the
costs of applying to do business and comprehensive regulation and supervision by
government agencies in many or all of the states in which it does business.
FIIC's ability to conduct its business in the states in which it currently
operates depends on its compliance with the rules and regulations established by
the regulatory authorities in each of these states, and those rules and
regulations may be or become inconsistent. State insurance regulators and the
National Association of Insurance Commissioners continually re-examine existing
laws and regulations, including those relating to the licensing of insurance
brokers and agents, premium rates, regulating unfair trade and claims practices,
and the regulation of the handling and investment of insurance carrier funds
held in a fiduciary capacity. These examinations may result in the enactment of
insurance-related laws and regulations, or the issuance of interpretations of
existing laws and regulations, that adversely affect FIIC's business. More
restrictive laws, rules or regulations may be adopted in the future that could
make compliance more difficult and/or expensive.

FIIC is subject to substantial government regulation which could have the effect
of delaying or preventing a change of control of its insurance subsidiaries or
the company as a whole.

Many state insurance regulatory laws, intended primarily for the protection of
policyholders, contain provisions that require advance approval by state
agencies of any change in control of an insurance company or an insurance
holding company that is domiciled (or, in some cases, doing business) in that
state. Any future transaction that would constitute a change of control of any
or all of FIIC's insurance subsidiaries or FIIC as a whole may require
regulatory approval by the state insurance agencies of at least Ohio and
Washington, D.C. Such regulatory requirements could have the effect of delaying
or preventing transactions affecting the control of FIIC or ownership of its
common stock, including transactions that could be advantageous to the combined
entity's stockholders.

Presentment of claims in excess of FIIC's reserves could adversely affect its
business, financial condition and results of operations.

Pursuant to the licensing requirements of the D.C. DISB, as set forth in
district and federal law, FIIC must initially maintain a reserve account of at
least $900,000 and must accept no more than $2.00 of premium for each dollar of
capital it holds in reserve. The careful application of the FIIC Underwriting
Data and Standards and maintenance of this reserve are intended to minimize the
number of claims presented to the company and the fiscal impact of such claims
on FIIC's revenues and stability. However, FIIC cannot provide any assurance
that its insured's will not file claims in number or scope in excess of FIIC's
expectations or those such claims in aggregate will not deplete its revenues and
reserves, resulting in a need to desist from underwriting new policies until
funds are available to bring FIIC back into regulatory compliance. Further, if
FIIC fails to maintain adequate reserves or maintain the premium to reserve
ratio as required by the D.C. DISB, it could incur a $5,000 fine per violation
and/or become subject to claims by any or all of the states in which it is doing
business, which could become disruptive to FIIC's operations and negatively
impact its financial condition, public perception of FIIC and its share price.
If such violations are significant and remain uncured, FIIC's insurance
subsidiaries could ultimately lose their license and be unable to continue their
operations.

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

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

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


                                       19
<PAGE>

As a private company, FIIC, Inc. did not previously have to report on its
disclosure controls and procedures or its internal controls over financial
reporting, and as a developing company is only in the process of implementing
formal procedures intended to satisfy the requirements of Section 404 and other
related provisions of the Sarbanes-Oxley Act of 2002. However, beginning with
its fiscal year ending December 31, 2007, FIIC will have to fully comply with
these requirements. Failure to establish the required controls or procedures, or
any failure of those controls or procedures once established, could adversely
impact FIIC's public disclosures regarding its business, financial condition or
results of operations. Upon review of the required internal controls over
financial reporting and disclosure controls and procedures, FIIC's management
and/or its auditors may identify material weaknesses and/or significant
deficiencies that need to be addressed. Any actual or perceived weaknesses or
conditions that need to be addressed in FIIC's internal controls over financial
reporting, disclosure of management's assessment of its internal controls over
financial reporting or disclosure of FIIC's public accounting firm's attestation
to or report on management's assessment of FIIC's internal controls over
financial reporting could have an adverse impact on the price of its common
stock and may lead to claims against FIIC.

Compliance with changing corporate governance and public disclosure regulation
will likely result in additional expenses and increased liability exposure for
FIIC, its directors and its executive officers.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of
2002 require annual assessment of FIIC's internal control over financial
reporting, and attestation of its assessment by the combined group's independent
registered public accountants. This requirement first will apply to FIIC's
annual report for fiscal 2007, unless FIIC grows swiftly enough to be deemed "an
accelerated filer" prior to that time. The standards for management's assessment
of the internal control over financial reporting as effective are new and
complex, and require significant documentation, testing and possible remediation
to meet the detailed standards. FIIC may encounter problems or delays in
completing activities necessary to make an assessment of its internal control
over financial reporting. In addition, FIIC's new independent registered public
accountants may not have significant experience with the attestation process,
and the combined group may encounter problems or delays in completing the
implementation of any requested improvements and receiving an attestation of its
assessment by FIIC's independent registered public accountants. If the combined
group cannot assess its internal control over financial reporting as effective,
or its independent registered public accountants are unable to provide an
unqualified attestation report on such assessment, investor confidence and share
value may be negatively impacted. Further, many companies have reported that
compliance with these standards requires a disproportionate expenditure of
funds.

In addition, the SEC recently announced a significant number of changes to the
laws, regulations and standards relating to corporate governance and public
disclosure. FIIC's management team needs to invest significant time and
financial resources to comply with both existing and evolving standards for
public companies, which will lead to increased general and administrative
expenses and a diversion of management time and attention from
revenue-generating activities to compliance activities. In addition, because
public company directors and officers face increased liabilities, the
individuals slated to serve in these positions after the Merger may be less
willing to remain as directors or executive officers long-term, and FIIC may
experience difficulty in attracting qualified replacement directors and
officers, or FIIC may need to expend a significantly larger amount than NBYS or
FIIC previously spent on recruiting, compensating and insuring new directors and
officers.

Risks Relating to FIIC's Capital Structure

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

FIIC believes that it will have sufficient cash and cash equivalents to meet
projected operating requirements for approximately the next 12 months once its
funding plans are completed for filing with ("D.C. DISB"). However, if FIIC does
not complete a Private Placement within the second quarter 2007 resulting in
$1.5 million gross proceeds as sought, and establishes a $2 million standby
facility for claims coverage, it will seek additional funds from public and
private stock offerings, borrowings under credit lines or other sources because,
pursuant to district and federal insurance law, the Washington, D.C. Department
of Insurance, Securities and Banking ("D.C. DISB"), requires a company to
maintain one dollar in working capital on reserve for every $2.00 of insurance
premium to be written prior to the establishment and licensing of a risk
retention group, or RRG. FIIC is in the process of preparing an application for
the establishment and licensing of an RRG for submission to the D.C. DISB,
pending the funding and the required actuarial feasibility study to meet the
necessary working capital reserve. FIIC anticipates filing of the complete
application during the year of 2007. If FIIC is unable to fund or successfully
complete the required study or the minimum working capital reserve, then it will
be unable to launch its operations. Since the reserve funds in the working
capital reserve cannot be used to fund daily operations, FIIC may also need
additional capital to continue to grow its business in keeping with market
demand if early product sales are steady.


                                       20
<PAGE>

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

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

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

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

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

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

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

If FIIC raises additional capital through strategic alliances with third
parties, the combined group may have to relinquish certain technology or product
rights, limiting its ability to implement its long-term business plan.

If FIIC raises additional funds through collaboration, licensing or other
arrangements with third parties, it may be required to relinquish rights or
grant licenses on unfavorable terms to certain of its technologies or products
that it may otherwise seek to develop or commercialize on its own. While
potentially necessary for the continuance of operations during a time of cash
constraints or a shortage of working capital, such actions could make it
difficult or impossible to implement FIIC's long-term business plans or could
materially adversely affect its business, financial condition and results of
operations.

In the event that FIIC raises additional capital through issuance of equity
securities, or securities exercisable for or convertible into equity securities
in FIIC, its stockholders could experience substantial additional dilution.

If FIIC raises additional capital by issuing equity securities or convertible
debt securities, its existing stockholders may incur substantial dilution.
Further, any shares so issued may have rights, preferences and privileges
superior to the rights, preferences and privileges of FIIC's outstanding common
stock.

Future acquisitions, if any, may disrupt FIIC's business, distract the group's
management and reduce the percentage ownership of its stockholders.

As part of its business strategy, FIIC intends to engage in acquisitions that it
believes will provide complementary technologies, products, services, marketing
channels, expertise and/or other valuable assets and resources. However, FIIC
may not be able to easily identify suitable acquisition candidates and/or may
need to rely on the services of financial advisors in identifying or negotiating
with such candidates, possibly at substantial cost. If and when FIIC does
identify a suitable candidate, it may not be able to acquire the complementary
business on commercially acceptable terms, or at all. Although FIIC will
actively seek acquisition candidates, FIIC cannot assure you that it will be
successful in these efforts. If FIIC is unable to acquire appropriate businesses
on favorable economic terms, or at all, or is unable to introduce new products
and services successfully, its business could be materially adversely affected.

Even if FIIC is able to complete such an acquisition, it may not be able to
successfully integrate the acquired business into its existing business in a
timely and non-disruptive manner. Such integration may require the devotion of a
significant amount of time and management and financial resources. Even with
this investment of management and financial resources, an acquisition may not
produce the desired revenues, earnings or business synergies. In addition, the
consideration required to complete such strategic acquisitions may reduce the
percentage ownership of FIIC's current stockholders. If FIIC misjudges the value
of and overpays for the target company, fails to integrate the acquired business
effectively or if key employees of the acquired business depart, the anticipated
benefits of the acquisition could be jeopardized. The time, capital and
management and other resources spent on an acquisition that fails to meet FIIC's
expectations could materially and adversely affect its business and financial
condition. In addition, from an accounting perspective, acquisitions can involve
non-recurring charges and amortization of significant amounts of intangible
assets that could adversely affect the results of operations for and market
perception of FIIC.


                                       21
<PAGE>

If FIIC is unable to meet its obligations resulting from the Bridge Financing,
certain relationships key to the potential success of FIIC's business could be
disrupted.

As a result of the Bridge Financing, as defined and discussed in detail under
"Recent Sales of Unregistered Securities" under Item 5 herein, Oceanus holds a
senior secured convertible promissory note convertible into shares of FIIC's
common stock at any time, including accrued and unpaid interest, and a warrant
to purchase additional shares of FIIC's common stock. The note is due and
payable on the earlier of May 28, 2006, or FIIC's receipt of equity or debt
financing in excess of $500,000. If FIIC receives such financing prior to May
28, 2006, FIIC must pay Oceanus the lesser of 50% of the financing amount or the
balance owed on the note, including accrued interest. Alternately, Oceanus may
elect to convert the note into shares of FIIC's common stock at a rate of $1.00
per share, including accrued and unpaid interest. In support of the note, FIIC
executed a security agreement in favor of the note holder, pledging all of its
existing and hereafter acquired assets, including its license for the FIIC
Database Content and Technology, as security for the note, and FIIC, Inc.
provided a subsidiary guaranty. In addition, FIIC's Chief Executive Officer,
President and director has executed a pledge agreement guarantying FIIC's
obligations under the convertible note with an aggregate 571,000 shares of his
common stock. In the event that FIIC is unable to fulfill its payment
obligations under the convertible note and the note holder chooses not to
convert the note to alternatively satisfy such obligations, under the pledge
agreements the note holder would be entitled to the pledged shares. Although the
note holder could not obtain control of the Registrant upon receipt of the
pledged shares and exercise of its warrant to purchase common stock, the note
holder would obtain a more significant stake in FIIC, up to ranging from
approximately 8.25% on a fully diluted basis to 10.08% on an undiluted basis. As
of December 2006 theses notes were extended and were not in default. No
assurance can be made that Oceanus will continue to carry this obligation
without further consideration.

Further, upon enforcement of the pledge agreement, Mr. France would lose all of
his current holdings of common stock in FIIC, and thus may be less likely to
exercise his outstanding warrants to re-establish an ownership position and/or
may be less inclined to serve in leadership positions. Finally, if the note
holder seeks to exert control over the rights to the FIIC Database Content and
Technology on which the FIIC business model relies, the note holder could
disrupt FIIC's business to the detriment of FIIC's results of operations and the
other stockholders of FIIC.

FIIC's common stock will likely be considered a "penny stock," will be subject
to additional sale and trading regulations that may make it move difficult to
sell.

FIIC's common stock could be considered to be a "penny stock" if it does not
qualify for one of the exemptions from the definition of "penny stock" under
Section 3a51-1 of the Securities Exchange Act for 1934, as amended (the
"Exchange Act"). Circumstances under which FIIC's shares would be "penny stock"
under the Exchange Act include, but are not limited to, the following: (i) the
stock trades at a price less than $5.00 per share; (ii) it is NOT traded on a
"recognized" national exchange; (iii) it is NOT quoted on the Nasdaq Stock
Market, or even if so, has a price less than $5.00 per share; or (iv) is issued
by a company that has been in business less than three years with net tangible
assets less than $5 million.

The principal result or effect of being designated a "penny stock" is that
securities broker-dealers participating in sales of FIIC's common stock will be
subject to the "penny stock" regulations set forth in Rules 15-2 through 15g-9
promulgated under the Exchange Act. For example, Rule 15g-2 requires
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document at least 2 business days before
effecting any transaction in a penny stock for the investor's account. Moreover,
Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any
investor for transactions in such stocks before selling any penny stock to that
investor. This procedure requires the broker-dealer to (i) obtain from the
investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor and
that the investor has sufficient knowledge and experience as to be reasonably
capable of evaluating the risks of penny stock transactions; (iii) provide the
investor with a written statement setting forth the basis on which the
broker-dealer made the determination in (ii) above; and (iv) receive a signed
and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult and time consuming for holders of FIIC's common stock to resell their
shares to third parties or to otherwise dispose of them in the market or
otherwise.

We cannot assure that an established public trading market will develop for
FIIC's securities, which would adversely affect the ability of investors to
ultimately sell their securities in the public market.


                                       22
<PAGE>

Although Nicklebys' common stock has been quoted on the Over-the-Counter
Bulletin Board (the "OTCBB"), there is no active trading market for the
Nicklebys, now FIIC, common stock, and a regular trading market for FIIC's
securities may not develop or be sustained in the future. The OTCBB is an
inter-dealer, over-the-counter market that provides significantly less liquidity
than the NASD's automated quotation system (the "Nasdaq Stock Market"). Quotes
for stocks included on the OTCBB are not listed in the financial sections of
newspapers as are those for the Nasdaq Stock Market. Therefore, prices for
securities traded solely on the OTCBB may be difficult to obtain and holders of
common stock may be unable to resell their securities at or near their original
offering price or at any price. Prices for securities traded solely on the OTCBB
may be subject to significant volatility. Further, the NASD has enacted recent
changes that limit quotations on the OTCBB to securities of issuers that are
current in their reports filed with the Securities and Exchange Commission. The
effect on the OTCBB of these rule changes and other proposed changes cannot be
determined at this time.

The high volume of shares eligible for future sale may adversely affect the
market price of FIIC's common stock, because the future sale of a substantial
amount of outstanding stock in the public marketplace could reduce the perceived
value, and therefore price, of FIIC's common stock.

The terms and conditions of FIIC's Bridge Financing and its Private Placement
include piggyback registration rights for any shares issued in relation to these
transactions. Thus, if FIIC decides to register any shares on its own account or
on behalf of other shareholders under the Securities Act of 1933, as amended
(the "Securities Act"), FIIC will also be obligated to pay all expenses incident
to registering some or all of the shares issued in relation to the Bridge
Financing and the Private Placement, covering the subsequent resale of these
shares of FIIC's common stock. These registration rights are subject to the
requirement that sellers pay all underwriting discounts or commissions with
respect to their shares, and all shares in registration will be subject to any
lock-up provisions and cutbacks as may be proposed by the underwriter, if any.
However, registration under the Securities Act will allow these shares to
ultimately be sold on the open market and the impact of a significant percentage
of shares entering the market at once could adversely affect the market price of
the combined group's common stock.

Additionally, following the Merger, FIIC's stockholders may become eligible to
sell all or some of their shares of common stock by means of ordinary brokerage
transactions in the open market pursuant to Rule 144, promulgated under the
Securities Act ("Rule 144"), subject to certain limitations. In general,
pursuant to Rule 144, a stockholder (or stockholders whose shares are
aggregated) who has satisfied a one-year holding period may, under certain
circumstances, sell within any three-month period a number of securities which
does not exceed the greater of 1% of the then outstanding shares of common stock
or the average weekly trading volume of the class during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain circumstances, the sale
of securities, without any limitations, by a non-affiliate that has satisfied a
two-year holding period. Any substantial sale of common stock pursuant to any
resale prospectus or Rule 144 may have an adverse effect on the market price of
FIIC's common stock by creating an excessive supply.

Market prices for FIIC's common stock may be influenced by a number of
additional factors, including:

      o     future offerings;

      o     changes in interest rates;

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

      o     variations in quarterly operating results;

      o     the depth and liquidity of the market for FIIC's common stock;

      o     investor perceptions of the company and the insurance industry
            generally;

      o     investor perception of the company's ability to adjust to or address
            changes in government rules and regulations applicable to insurance
            and/or public companies; and

      o     general economic and other national conditions.

FIIC does not foresee paying cash dividends in the foreseeable future.

Nicklebys has not paid cash dividends on its stock in the past and FIIC does not
plan to pay cash dividends on its stock in the foreseeable future.


                                       23
<PAGE>

Item 2. Description of Property.

      During 2005, the Registrant's chief executive officer, Scott Thornock,
undertook all actions taken to identify, conduct due diligence on and obtain a
definitive agreement with a potential merger candidate without compensation and
with Bruce Capra provided the necessary facilities to the Registrant free of
charge.

      The Registrant does not presently own any real property, nor does it have
any investment in real estate or in securities relating to real estate. FIIC's
executive offices are located in Columbus, Ohio, in space leased from Manchester
Exchange Investment Company, a related party. For additional detail, see
"Certain Relationships and Related Transactions" under Item 12 below. In 2006
Mr. France, sub-leased space from Bridgewater Capital in Irvine, California in
the course of the capital raising activity

Item 3. Legal Proceedings.

      The Registrant was not party to any pending legal proceeding in 2006 nor,
to the Registrant's knowledge, is its property the subject of a pending legal
proceeding. We are not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of our voting securities, or any affiliate of any such director,
officer, affiliate of the Registrant or security holder, is a party adverse to
the Registrant or has a material interest adverse to the Registrant. However,
subsequent to the year end, an action was filed by Peyton Chandler a consultant
to the Registrant for services they provided They seek 650,000 shares of the
Registrants common stock. The Registrant opposes the claim on the basis that not
all services were provided accordingly and plains to counter claim if need be.
The registrant believes the matter will be resolved at lesser of the claimed
amount. In addition subsequent to the year end Huntington Banks filed a breach
complaint regarding a returned deposit in the amount of $25,000 which produced
an account deficit in the amount of $17,344.42. The Registrant is pursuing its
own claim and expects to resolve the matter with Huntington Banks.

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

      The Registrant filed a definitive proxy statement on Schedule 14A with the
Securities and Exchange Commission, which was mailed to the Registrant's
shareholders on January 17, 2006, to solicit their proxy to vote on the merger
of the Registrant and FIIC, Inc. and related transactions at a special meeting
of the Registrant's shareholders. The proxy statement presented four proposals
to the shareholders to be voted upon at the meeting. All four proposals were
subsequently approved by shareholders.

      Proposal 1 -- Approval of Issuance of the Registrant's Securities and
      Change of Control of the Registrant Pursuant to the Agreement and Plan of
      Merger with FIIC, Inc.

      Proposal 1 asked the shareholders to consider and vote upon a proposal to
approve the merger of the Registrant with FIIC, Inc., a privately-held Delaware
corporation, pursuant to an Agreement and Plan of Merger executed July 19, 2005,
as amended (the "Merger Agreement"), by and among the Registrant, FIIC, Inc.,
Nicklebys Acquisition Corp., a privately-held Nevada corporation and
wholly-owned subsidiary of the Registrant (the "Merger Sub"), and five of the
Registrant's shareholders as individuals (the "Merger"), including the issuance
of shares of NBYS common stock and the assumption by the Registrant of all
outstanding options, warrants and convertible notes of FIIC, Inc. as
consideration for the Merger, the resulting change of control of the Registrant,
and the related change in the individuals serving as the Registrant's board of
directors and management pursuant to the terms of the Merger Agreement.

      Proposal 2 -- Approval of Amendment to the Registrant's Articles of
      Incorporation to Effect a Reverse Stock Split of the Registrant's Common
      Stock

      Proposal 2 asked the shareholders to consider and vote upon a proposal to
approve an amendment to the Registrant's Articles of Incorporation to effect a
reverse stock split of the Registrant's common stock pursuant to which every
2.00317 outstanding shares would be combined into one (1) share of the
Registrant's common stock (the "Stock Split") and to authorize the Registrant's
Board of Directors to file such amendment prior to the closing of the Merger.

      Proposal 3 -- Approval and Assumption of the FIIC 2005 Stock Option,
      Deferred Stock and Restricted Stock Plan

      Proposal 3 asked the shareholders to consider and vote upon a proposal to
assume FIIC's 2005 Stock Option, Deferred Stock and Restricted Stock Plan as the
Registrant's plan (the "Plan Assumption").

      Proposal 4 -- Approval of the Change of the Registrant's State of
      Incorporation from Colorado to Delaware and Concurrent Name Change to
      "FIIC Holdings, Inc."


                                       24
<PAGE>

      Proposal 4 asked the shareholders to consider and vote upon a proposal to
approve, following the close of the Merger, the filing of an Agreement and Plan
of Merger, along with any other required supporting documentation, for the
reincorporation of the Registrant from the State of Colorado to the State of
Delaware and the concurrent change of the Registrant's name to "FIIC Holdings,
Inc." (the "Reincorporation and Name Change").

      The special meeting of shareholders was held February 7, 2006 at 10:00
a.m. Mountain Standard Time, at 650 South Cherry Street, Suite 310, Denver,
Colorado. As of the record date of January 13, 2006, as set by the Registrant's
board of directors, 2,901,011 shares of the Registrant's common stock were
issued, outstanding, and entitled to vote at the special meeting. A majority of
the Registrant's outstanding shares of common stock as of the record date,
1,453,407 shares, needed to be present at the meeting, either in person or by
proxy, to establish a quorum in order to hold a valid meeting of shareholders
and conduct business; 2,117,187 shares were present in person or by proxy at the
special meeting, thereby establishing the required quorum.

      To be approved, each proposal presented at the Registrant's special
meeting needed to receive a "For" vote from the majority of shares of the
Registrant's common stock outstanding on the record date, at least. Therefore,
to be approved, shareholders holding at least 1,453,407 shares of the
Registrant's common stock needed to vote "For" each proposal, and all four
proposals needed shareholder approval in order for the Merger to close.
2,117,187 shares voted in favor and no shares voted against Proposal 1, thereby
approving the Merger and related change of control of the Registrant. 2,117,187
shares voted in favor and no shares voted against Proposal 2, thereby approving
the Stock Split. 2,117,187 shares voted in favor and no shares voted against
Proposal 3, thereby approving the Plan Assumption. 2,117,187 shares voted in
favor and no shares voted against Proposal 4, thereby approving the
Reincorporation and Name Change.

      Concurrent with the mailing of the Registrant's proxy statement, FIIC,
Inc. mailed a proxy statement to its stockholders soliciting their vote on the
Merger at a special meeting of the FIIC, Inc. stockholders also held February 7,
2006, at which the FIIC, Inc. stockholders also approved the Merger and all
related proposals. Upon completion of the special meetings on February 7, 2006,
the Registrant filed a Schedule 14f-1 Information Statement pursuant to Section
14(f) of the Exchange Act and Rule 14f-1 thereunder, reporting the resulting
changes in the Registrant's board of directors and management upon closing of
the Merger. Immediately prior to the closing of the Merger, as contemplated by
the Merger Agreement, the Registrant's board of directors appointed James W.
France, Robert V.R. Ostrander, Kevin Loychik, Brent Peterson and Dean Barrett as
directors of the Company. Following such appointments, Scott Thornock, Bruce
Capra, Paul Zueger and Wayne Yakes, M.D. immediately resigned, contingent and
effective upon closing of the Merger. Upon closing of the Merger on February 28,
2006, the Registrant's board of directors was reconstituted pursuant to the
Registrant's new Certificate of Incorporation and Bylaws, and shall now have no
less than three and no more than nine directors. Also upon closing of the
Merger, the appointments and resignations of the noted directors became
effective, thereby effectuating a changeover in the Registrant's board. Each
member of the current board of directors shall serve until his successor is
elected and qualified, pursuant to the terms of the Registrant's Bylaws and
other organizational documents.


                                       25
<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

      Quotation on the Over-the-Counter Bulletin Board

      The Registrant's common stock was quoted on the Over-the-Counter Bulletin
Board (the "OTCBB") under the symbol NBYS.OB through March 1, 2006 and the new
Symbol has changed to FIIH.OB. There has been no active public trading market
for the common stock since the inception of Nicklebys.com, Inc. on January 13,
1999. The following presents the range of high and low bid information for the
Registrant's common equity for each quarter within the last two fiscal years
based on the information available from the OTCBB:

                                                             Closing Bid
Fiscal Year Ended December 31, 2006                       High          Low
                                                        ------        ------
     Quarter Ended December 31, 2006                    $ 0.63        $ 0.63
     Quarter Ended September 30, 2006                     0.52          0.52
     Quarter Ended June 30, 2006                          0.35          0.35
     Quarter Ended March 31, 2006                         0.52          0.52

Fiscal Year Ended December 31, 2005                       High          Low
                                                        ------        ------
     Quarter Ended December 31, 2005                    $ 0.35        $ 0.30
     Quarter Ended September 30, 2005                     1.25          0.30
     Quarter Ended June 30, 2005                          0.51          0.25
     Quarter Ended March 31, 2005                         0.51          0.40

These figures represent over-the-counter market quotations, and as such reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions. Since March 2, 2007, the Registrant's common
equity has been quoted on the OTCBB under the symbol FIIH.OB.

      "Penny Stock" Regulation

      The SEC has adopted a rule that established the definition of a "penny
stock," for purposes relevant to the Registrant, as any equity security that has
a market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require:

      o     that a broker or dealer approve a person's account for transactions
            in penny stocks; and

      o     the broker or dealer receive from the investor a written agreement
            to the transaction, setting forth the identity and quantity of the
            penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

      o     obtain financial information and investment experience and
            objectives of the person; and

      o     make a reasonable determination that the transactions in penny
            stocks are suitable for that person and that person has sufficient
            knowledge and experience in financial matters to be capable of
            evaluating the risks of transaction in penny stocks.

The broker or dealer must also deliver, no less than two business days prior to
any transaction in a penny stock, a disclosure schedule in a form specified by
the SEC relating to the penny stock market, which, in highlight form,

      o     sets forth the basis on which the broker or dealer made the
            suitability determination; and

      o     states that the broker or dealer must receive a signed, written
            agreement from the investor prior to the transaction.

Finally, monthly statements have to be sent by the broker-dealer disclosing
recent price information for the penny stock held in the account and information
on the limited market in penny stocks.


                                       26
<PAGE>

Disclosure also has to be made about

      o     the risks of investing in penny stocks in both public offerings and
            in secondary trading,

      o     the commissions payable to both the broker-dealer and the registered
            representative,

      o     current quotations for the securities, and

      o     the rights and remedies available to an investor in cases of fraud
            in penny stock transactions.

      We cannot predict whether or when our securities will comply with the
requirements for exemption from classification as "penny stock" under Rule
3a51-1 of the Exchange Act, or the applicable "penny stock" regulations for
listing on Nasdaq or some other national exchange, or if they were to become
listed, be able to maintain the maintenance criteria necessary to insure
continued listing. If our securities fail to qualify for the exemption or fail
to qualify or meet the relevant maintenance criteria after qualification in the
future, it may result in the discontinuance of the inclusion of our securities
on a national exchange. However, trading, if any, in our securities may then
continue in the over the counter market and quotations may be available from the
over the counter bulletin board or in the so-called pink sheets, a centralized
quotation service that collects and publishes market maker quotes for over the
counter securities. As a result, a stockholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, our
securities.

Holders

      As of December 31, 2006, the Registrant had 134 shareholders of record,
holding a total of 15,372,258 outstanding shares of common stock. As of May 15,
2007, the Registrant had 134 stockholders of record, holding a total of
15,372,258 outstanding shares of common stock.

Dividends and Dividend Policy

      Holders of our common stock are entitled to dividends when, as and if
declared by the Board of Directors, out of funds legally available therefor. The
Registrant has never paid or declared any dividends on its common stock and does
not anticipate paying cash dividends in the foreseeable future, as it intends
retain future earnings, if any, to fund the launch of its insurance operations
and marketing of its Investor Protection policy. Future dividend policy will be
subject to the discretion of the Board of Directors and will be contingent upon
future earnings, if any, our financial condition, capital requirements, general
business conditions and other factors. Therefore, there can be no assurance that
any dividends of any kind will ever be paid.

Securities Authorized for Issuance under Equity Compensation Plans

      Nicklebys.com, Inc.'s Equity Compensation Arrangements

      As of December 31, 2006, the Registrant did not have any individual
compensation arrangements or compensation plans under which shares of its common
stock were authorized for issuance. The Registrant had previously granted its
executive officers/directors, a director, two former directors, one done and two
others, including a shareholder and its special securities counsel, options to
purchase a total of 2,130,000 shares of common stock at an exercise price of
$.66 per share, however, all of these options expired without exercise as of
December 29, 2004.

      FIIC 2005 Plan

      On April 25, 2005, FIIC, Inc. adopted the 2005 Stock Option, Deferred
Stock and Restricted Stock Plan (the "Plan"). Pursuant to the Merger and as
approved by the Registrant's stockholders at its special meeting held February
7, 2006, the Registrant assumed the FIIC 2005 Stock Option, Deferred Stock and
Restricted Stock Plan (the "FIIC 2005 Plan") as its stock incentive plan. There
are 1,854,883 authorized but unissued shares of common stock reserved and
available for issuance under the FIIC 2005 Plan.

      The stock options granted under the Plan to eligible persons may be two
types: Incentive Stock Options and Non-Qualified Stock Options. The options
price per share of stock purchasable under the incentive stock option shall be
determined by the Administrator, in its sole discretion, at the time of grant
but shall not be less than 100% of the fair market value of the stock on such
date, and shall not, in any event, be less than the par value of the stock. The
option price per share of stock purchasable under a non-qualified stock option
may be less than 100% of such fair market value, but in no event be less than
85% of such fair market value. If an employee owns or is deemed to own more than
10% of the combined voting power of all classes of stock of the Registrant and a
stock option is granted to such employee, the option price of such stock option
shall be no less than 110% of the fair market value of the stock on the date
such stock option is granted.


                                       27
<PAGE>

      The term of each stock option shall be fixed by Administrator but no stock
option shall be exercisable more then ten years after the date such stock option
is granted. Any employee that owns or is deemed to own more than 10% of the
combined voting power of all classes of stock of the Registrant and an incentive
stock option is granted to such employee, the term of such option shall be no
more than five years from the date of grant. Stock options issued to non-officer
employees shall vest at least 20% per year over a five-year period commencing
from the date of grant.

      Deferred stock and restricted stock awards granted under the plan entitles
recipients to purchase shares of the Registrant's common stock subject to
restrictions concerning the sale, transfer and other disposition of the shares
issued until such shares are vested. The purchase price must be at least 85% of
the fair market value of the stock at the time the participant is granted the
right to purchase shares under the plan or at the time the purchase is
consummated. If a participant owns or is deemed to own more than 10% of the
combined voting power of all classes of stock of the Registrant then the
purchase price must be 100% of the fair market value of the stock either at the
time the Participant is granted the right to purchase shares under the plan, or
at the time the purchase is consummated. Upon termination of employment for any
reason during the restricted period, all shares subject to any restrictions as
of the date of such termination shall be forfeited by the participant, and the
participant shall only receive the amount, if any paid by the Participant for
such Deferred Stock or Restricted Stock, plus simple interest on such amount at
the rate of 6% per year.

      As of December 31, 2006, and to date, no options, deferred stock or
restricted stock awards had been granted.

      FIIC Holdings, Inc. Equity Compensation Arrangements

      As of December 31, 2006, the following securities were authorized for
issuance and/or issued and outstanding pursuant to FIIC, Inc.'s individual
compensation arrangements or compensation plans:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                Equity Compensation Plan Information
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   Number of securities remaining
                                    Number of securities to be                                   available for future issuance under
                                     issued upon exercise of            Weighted-average              equity compensation plans
                                       outstanding options,      exercise price of outstanding   (excluding securities reflected in
                                       warrants and rights        options, warrants and rights               column (a))
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                           <C>                               <C>
Equity compensation plans                            --                           --                          1,854,883
  approved by security holders (1)

------------------------------------------------------------------------------------------------------------------------------------

Equity compensation plans not                 4,970,917                     $ 0.7541                                 --
  approved by security holders (2)

------------------------------------------------------------------------------------------------------------------------------------

           Total                              4,970,917                     $ 0.7541                          1,854,883
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   FIIC anticipates that it will issue options in the future under its FIIC
      2005 Plan to its employees, including executive officers, as compensation.
      The level of options awarded for an annual period will be based upon
      salary levels and company and individual performance factors, however FIIC
      has not yet established definitive criteria. However, FIIC does not
      anticipate issuing any options, as executive compensation or otherwise,
      until it is able to register the FIIC 2005 Plan using Form S-8.

(2)   In partial consideration for the Merger, the Registrant assumed all
      outstanding warrants to purchase shares of FIIC, Inc.'s common stock and
      notes convertible into shares of FIIC, Inc.'s common stock on the same
      terms and conditions as previously issued by FIIC, Inc., some of which
      were issued pursuant to individual compensation arrangements not approved
      by FIIC, Inc.'s security holders . FIIC, Inc. had issued warrants
      exercisable for the purchase of and notes convertible into shares of its
      common stock as consideration pursuant to certain contracts for rights or
      services. In March 2005, FIIC, Inc. issued 1,808,307 warrants to purchase
      shares of its common stock to FIIC Research & Development, LLC ("FIIC
      LLC"), as part of the consideration for the perpetual, worldwide license
      for access to and use of the FIIC Database Content and Technology; the
      warrants were subsequently distributed on a pro rata basis to FIIC LLC's
      members. During the fourth quarter of 2005 and the first quarter of 2006,
      prior to the closing of the Merger, FIIC, Inc. issued notes convertible
      into 1,651,376 shares of its common stock as of March 31, 2006, as part of
      its effort to raise the financing needed to complete the Merger; in
      relation to such notes, FIIC, Inc. also issued warrants to purchase up to
      483,077 shares of its common stock in satisfaction of certain loan fees.
      In conjunction with the closing of the Merger, the Registrant not only
      assumed these convertible notes and warrants, but also issued a note
      convertible into 350,000 shares of its common stock in favor of Oceanus
      Value Fund, L.P., as part of the Bridge Financing, as defined and
      described under "Recent Sales of Unregistered Securities" below, and
      related warrants to purchase 925,995 shares of its common stock. The
      Bridge Note has since been amended and, as of December 31, 2006, is
      convertible into 92,000 shares of the Registrant's common stock.


                                       28
<PAGE>

      Recent Sales of Unregistered Securities

      Except for the issuance of options to purchase the Registrant's common
stock noted above, all of which have since expired, the Registrant did not issue
any unregistered securities during the three fiscal years ending as of December
31, 2006. The prior options were issued pursuant to Section 4(6) of the
Securities Act to accredited investors, as defined in that provision and in Rule
501 under the Securities Act. Except for the issuance of options to purchase the
Registrant's common stock noted above, all of which have since expired, the
Registrant did not issue any unregistered securities during the three fiscal
years ending as of December 31, 2006. The prior options were issued pursuant to
Section 4(6) of the Securities Act to accredited investors, as defined in that
provision and in Rule 501 under the Securities Act.

      As previously reported on the Registrant's Current Report on Form 8-K
filed March 6, 2006, as amended, the Registrant issued certain unregistered
securities subsequent to December 31, 2005, in conjunction with its closing of
the Merger and related transactions. As of February 28, 2006, pursuant to the
terms of the Merger Agreement by and between the Registrant, Nicklebys
Acquisition Corp. and FIIC, Inc. (as further described in Item 1 above), each
share of FIIC, Inc. common stock (an aggregate of 12,668,377 shares) was
converted into one share of the Registrant's common stock. Additionally,
warrants to purchase 2,291,384 shares of FIIC, Inc. common stock and notes in an
aggregate principal amount of $700,000 convertible into at least 1,661,538
shares of FIIC, Inc. common stock (without regard to the potential conversion of
any accrued and unpaid interest) were assumed by Nicklebys at the closing of the
Merger. The securities were offered and sold to investors in reliance upon
exemptions from registration pursuant to Section 4(2) under the Securities Act
of 1933, as amended, and Rule 506 promulgated thereunder. Each of the persons
and/or entities receiving our securities qualified as an accredited investor (as
defined by Rule 501 under the Securities Act of 1933, as amended). Immediately
following the closing of the Merger, the Registrant executed an Agreement and
Plan of Merger with FIIC Holdings, Inc., a Delaware corporation, for the purpose
of reincorporating from the State of Colorado to the State of Delaware and
concurrently changing its name to FIIC Holdings, Inc.

      Further, on February 28, 2006, the Registrant issued a $350,000 Senior
Secured Convertible Promissory Note bearing annual interest at 12% (the "Bridge
Note") and a warrant to purchase 890,995 shares of the Registrant's common stock
(the "Bridge Warrant") to Oceanus Value Fund, L.P. ("Oceanus"), in exchange for
the $350,000 Senior Secured Promissory Note previously issued by FIIC, Inc. to
Oceanus in November 2005 (collectively, the "Bridge Financing"). Immediately
subsequent to execution of the securities purchase agreement and the issuance of
the Bridge Note, the parties executed an amendment to the securities purchase
agreement, extending the term of the Bridge Note, providing for partial
repayment of the Bridge Note and releasing certain pledge agreements entered
into in support of the Bridge Note. The principal balance of $92,000 due on the
amended Bridge Note is due and payable on the earlier of May 29, 2006. As of
December 31, 2006 the note has been extended until either or the Registrant's
receipt of equity or debt financing in excess of $500,000. If the Registrant
receives such financing prior to further default, the Registrant must pay
Oceanus the lesser of 50% of the amount of the financing or the balance owed on
the note, including interest. Any further extensions may be subject to
additional compensation. Alternately, Oceanus may elect to convert the Bridge
Note to shares of the Registrant's common stock at any time at a rate of $1.00
per share, including accrued and unpaid interest. If the note remains unpaid and
unconverted at such time that the closing price for the Registrant's common
stock equals or exceeds $3.00 per share for 20 consecutive trading days on the
OTCBB, the trading volume for the common stock has been at least $250,000 per
day for the 20 consecutive trading day period, and the shares allocated for the
conversion are freely tradeable pursuant to an effective registration statement
or Rule 144(k), then the note shall automatically convert at a rate of $3.00 per
share.

      On February 28, 2006, in conjunction with the issuance of the Bridge Note
and Bridge Warrant to Oceanus, the Registrant also issued Bridgewater Capital
Corporation a warrant to purchase 35,000 shares of the Registrant's common stock
at $1.00 per share. The issuance of the Bridge Note, the Bridge Warrant and the
warrants to Bridgewater were made investors in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act and Rule 506
promulgated thereunder. Each of the persons and/or entities receiving these
securities qualified as an accredited investor (as defined by Rule 501 under the
Securities Act).

      On April 6, 2006, the Registrant entered into a consulting agreement with
Mirador Consulting, Inc. ("Mirador") for the provision of investor relations
services, as discussed in greater detail under Item 8B. As partial consideration
for the services provided under the agreement, and upon ratification by the
Board of Directors of the agreement, the Registrant is obligated to sell Mirador
250,000 restricted shares of its common stock at par value in reliance on an
Investment Representation Letter, provided as an exhibit to the agreement. The
agreement provides Mirador piggyback registration rights with respect to such
restricted shares at such time as the Registrant files a registration statement
with the SEC registering an amount of securities equal to at least $500,000. On
December 9, 2006 Mirador and FIIH modified their agreement through March 2007.
For complete and full payment under the terms of the original agreement Mirador
has agreed to reduce and satisfy the cash portion of their Compensation
agreement to shares only in FIIH in the amount of 150,000 common shares. These
shares have not been registered.

Additional Information

      Copies of the Registrant's Annual Reports on Form 10-KSB, Quarterly
Reports on Form 10-QSB, Current Reports on Form 8-K, and any amendments to those
reports, are available free of charge at www.sec.gov . All statements made in
any of the Registrant's filings, including all forward-looking statements, are
made as of the date of the document in which the statement is included, and the
Registrant does not assume or undertake any obligation to update any of those
statements or documents unless we are required to do so by law.


                                       29
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation.

This 10-KSB contains forward-looking statements. Our actual results could differ
materially from those set forth as a result of general economic conditions and
changes in the assumptions used in making such forward-looking statements. The
following discussion and analysis of our financial condition and results of
operations should be read together with the audited consolidated financial
statements and accompanying notes and the other financial information appearing
else where in this report. The analysis set forth below is provided pursuant to
applicable Securities and Exchange Commission regulations and is not intended to
serve as a basis for projections of future events. Refer also to "Risk Factors"
and "Cautionary Note Regarding Forward Looking Statements" in Item 1 above.

      Since the Merger closed subsequent to the reporting period covered by this
Annual Report on Form 10-KSB, this Item 6 includes both discussion of the
Registrant's business as it existed as of December 31, 2005 and of the
Registrant's plan of operation post-Merger to ensure that the disclosure
included herein is complete and not misleading. Reference to the "Registrant"
refers to Nicklebys.com, Inc. prior to February 28, 2006, and to FIIC Holdings,
Inc. since that date.


                               FIIC Holdings, Inc



                                       30
<PAGE>

Results of Operations

      Operating Policies

      Since FIIC's incorporation in January 2005 and the completion of the
merger with Nicklebys.com, Inc in February of 2005, the company has been in
start-up operations only, and no revenue has been generated. All expenses
incurred from inception through December 31, 2006 have been dedicated to the
efforts to the implementation of a start-up plan intended to secure financing,
governmental approval, and management team necessary for launch of FIIC's
planned insurance operation.

      Year Ended December 31, 2006 In Comparison to Year Ended December 31, 2005

      FIIC Holdings, Inc, Inc. incurred a net loss of $(3,513,674) ($0.25 per
share) for the year ended December 31, 2006, as compared to a net loss of
$(1,024,840) ($.11 per share) for the year ended December 31, 2005. The increase
in loss was due to the increase in the cost of obtaining additional debt
financing and other increases in legal and administrative expenses.

      General and administrative expenses increased from $838,358 for the year
ended December 31, 2005 to $1,588,641 for the year ended December 31, 2006.
This was due primarily to an increase in consulting and legal fees. Other
expenses increased from $186,482 for the year ended December 31, 2005 to
$1,921,599 for the year ended December 31, 2006, due to the increase in interest
expense and debt issuance costs related to the increase in debt financing.


                                       31
<PAGE>

      Critical Accounting Policies, Judgments and Estimates

      The preparation of FIIC Holdings, Inc.'s Financial Statements and related
notes requires the company to make judgments, estimates, and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses, and
related disclosure of contingent assets and liabilities. Nicklebys.com, Inc.
based its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

      An accounting policy is considered to be critical if it requires an
accounting estimate to be made based on assumptions about matters that are
highly uncertain at the time the estimate is made, and if different estimates
that reasonably could have been used, or changes in the accounting estimates
that are reasonably likely to occur periodically, could materially impact the
financial statements. The following critical accounting policies reflect the
more significant estimates and assumptions used in the preparation of the
Financial Statements for fiscal years 2006 and 2005. The following descriptions
of critical accounting policies, judgments and estimates should be read in
conjunction with Nicklebys.com, Inc.'s Financial Statements and other
disclosures included in this Annual Report.

Liquidity and Capital Resources

      Liquidity refers to the company's ability to generate cash from
operations. Capital resources refer to the company's capital expenditures,
commitments and plans.

      Due to general economic conditions and other factors, Nicklebys.com, Inc.
did not generate cash flows from operations within the timeframe originally
envisioned by its founders. Throughout the 2005 fiscal year, Estate Traders
waived all commissions on sales. This change in inventory policy resulted in an
intended, material change to the level of inventories of artwork and
collectibles. As of December 31, 2005, Nicklebys.com, Inc. remained focused on
terminating its operations and completing its planned merger with FIIC, Inc.,
and thus had no plans and had taken no action to purchase additional inventory.

      Since Nicklebys.com, Inc. had sold or otherwise disposed of substantially
all of its assets as of December 31, 2005 and effectively terminated its prior
business operations, the company anticipated that its primary capital needs
subsequent to that date would be for legal, accounting and other costs of the
Merger and any remaining aspects of winding down the prior business. The company
used any inventory remaining at the time of the merger as consideration towards
partial satisfaction of its outstanding pre-Merger liabilities, as discussed
above, and satisfied further pre-closing obligations totaling approximately
$87,000 from cash consideration provided at closing pursuant to the Merger
Agreement.

      As of December 31, 2006, the Company had working capital deficit of
$2,180,326. The Company generated a deficit in cash flow from operations of
$760,414 for the year ended December 31, 2006. This deficit is primarily
attributable to the Company's net loss from operations of $3,513,674, adjusted
for stock issued for services of $475,127, amortization of debt issuance costs
of $1,122,639, amortization of debt discount for conversion of $381,148 and
acquisition costs of $301,199 and to changes in the balances of current assets,
primarily an decrease in pre-paid expenses and deposits of $117,443 and current
liabilities, primarily a decrease in accounts payable and other accrued expenses
of $336,108.

      Cash flows used in investing activities for the year ended December 31,
2006 was $46,700, primarily due to net proceeds from restricted cash of
$257,940, payments for acquisition of $200,000, and the acquisition of fixed
assets of $11,240

      The Company met its cash requirements during the period through net
proceeds from notes payable of $712,000.

      While we have raised capital to meet our working capital and financing
needs in the past, additional financing is required in order to meet our current
and projected cash flow deficits from operations and development. We are seeking
financing in the form of equity in order to provide the necessary working
capital. We currently have no commitments for financing. There is no guarantee
that we will be successful in raising the funds required.


                                       32
<PAGE>

                               FIIC HOLDINGS, INC.

1     Overview

Since our incorporation in January 2005, we have generated no revenue and have
had only start-up operations. Upon receipt of the necessary governmental
approvals and licenses and establishment of its planned insurance subsidiaries,
we plan to introduce an insurance product to insure third-party investors in new
and existing businesses which meet its underwriting criteria. These planned
insurance subsidiaries include: FIIC Risk Retention Group ("FIIC RRG"), to
underwrite and issue insurance policies; Federated Insurance Captive, an agency
captive insurance company providing reinsurance ("FIC"); and Federated Group
Agency ("FGA"), a master group agency providing operational services. We
anticipate receipt of the necessary licenses from the Washington, D.C.
Department of Insurance, Securities and Banking ("D.C. DISB") and from one
state, likely Ohio, by the end of 2006; receipt of such licenses has been
delayed due to limited cash flow, the time and expense needed to complete the
Merger and subsequent restatement of our financial statements as of December 31,
2005. Until such time, all start-up costs, such as the Regulatory Reserves
requirements and initial Operations working capital for establishment of these
entities, any operational expenses, and other requirements will be funded by a
combination of debt and equity financing.

2     Plan of Operation

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

3     Start-Up Plan

..1 Licensing of FIIC Database Content and Technology

On March 17, 2005, FIIC entered into a Database Access and Content License,
Hosting and Support Agreement with FIIC Research and Development, LLC ("FIIC
LLC"); the parties amended this agreement on November 7, 2005, in relation to
the receipt of certain bridge financing from Oceanus Value Fund, L.P. (the
"Bridge Financing"). FIIC LLC developed the FIIC Database Content and
Technology, including an extensive database of insurance underwriting data and
standards for use in connection with insurance policies that insure investors
against the risk of the loss of capital in certain business entities,
specially-designed supporting software applications, and technology and
database-specific workflow definitions, decision processes and models for
managing such applications and utilizing the database and its contents. The
license agreement provides us an exclusive and perpetual license to access and
use the FIIC Database Content and Technology to obtain the underwriting data,
standards and other information for the purpose of underwriting its Investor
Protection policies. We also have the right to grant nonexclusive sublicenses to
third parties involved in underwriting Investor Protection policies, while FIIC
LLC is obligated to continue to host, maintain and augment the FIIC Database
Content and Technology. In consideration for the license, FIIC issued to FIIC
LLC 9,792,000 shares of its common stock, 5- year warrants to purchase 1,808,307
shares of its common stock at an exercise price of $0.87 per share and became
obligated to pay a $100,000 fee. In April 2006, the Company issued 127,000
shares to a current director and shareholder valued at $0.001 per share, to
correct a mathematical error in the calculation of shares owed to this
individual as a member of FIIC Research & Development LLC pursuant to that
license agreement. The total licensing fee of $109,919 was expensed prior to
June 30, 2006, but $6,095 of the balance remained payable to FIIC LLC as of
December 31, 2006.


                                       33
<PAGE>

..2 Merger with a Public Company

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

..3 Bridge Financing and Private Placement

We engaged in a Bridge Financing and planned a Private Placement, as described
below, to provide the initial funds necessary to establish the working capital
reserves with the D.C. DISB in conjunction with the formation and licensing of
our planned insurance entities. Although we received funding from the Bridge
Financing, we have ultimately not relied on this transaction to fund our
operational activities as originally anticipated. However, we continue to
anticipate receipt of significant funding from the planned Private Placement. As
of September 30, 2006, we estimate that the Bridge Financing, as amended, cost
us approximately $120,000 in legal, accounting, consulting and other related
fees and expenses. In addition, we anticipate that the Private Placement will
cost us approximately $400,000 in such expenses and commissions.

..1 Bridge Financing

In August 2005, FIIC, Inc. entered a consulting agreement with Bridgewater
Capital Corporation ("Bridgewater") for general business advisory and consulting
services, including assisting FIIC, Inc. to locate and secure bridge financing.
Subsequently, Bridgewater introduced FIIC, Inc. to Oceanus Value Fund, L.P.
("Oceanus") and assisted in bridge financing negotiations. In November 2005,
FIIC, Inc. executed a note purchase agreement with Oceanus under which it issued
a $350,000 Senior Secured Promissory Note bearing annual interest at 12%. On
February 28, 2006, concurrent with the closing of the Merger, we entered into a
securities purchase agreement with Oceanus, pursuant to which we issued a
$350,000 Senior Secured Convertible Promissory Note bearing annual interest at
12% and a warrant to purchase 890,995 shares of the Registrant's common stock,
in exchange for the senior secured note previously issued to FIIC, Inc. in
November 2005. We refer collectively to the issuance of these notes and warrants
as the Bridge Financing. Immediately subsequent to execution of the securities
purchase agreement and the issuance of the senior secured convertible note in
February 2006, the parties also executed an amendment to the securities purchase
agreement, extending the term of the convertible note to May 29, 2006, providing
for partial repayment of the note and releasing certain pledge agreements
entered into in support of the note. On September 1, 2006, the parties executed
a second amendment to the securities purchase agreement and convertible note,
further extending the maturity date of the convertible note to September 30,
2006. The other terms and conditions of the note and the security and guaranty
associated with it are described in greater detail in our Current Report on Form
8-K/A filed on June 6, 2006 with the SEC. As of December 31, 2006, we had not
paid the pending principal balance of $92,000 or accrued interest of $9,255 and
were in default under the terms of the amended Oceanus Note. On November 1,
2006, we executed a further amendment to the securities purchase agreement
convertible extending the term of the convertible note to December 31, 2006.

..2 Private Placement

As previously described in our Current Report on Form 8-K/A filed on June 6,
2006 with the SEC, we had engaged a placement agent in connection with a planned
private placement (the "Private Placement") of our common stock. Although
originally intended to be conducted concurrent with the merger process. As of
December 31, 2006, we had not yet launched the Private Placement due to ongoing
negotiations with the Placement Agent and timing issues arising from the
restatement of our financial statements for the year ended December 31, 2005.
When completed, if at all, we anticipate that the net proceeds from the Private
Placement will be used to repay outstanding short-term debt and to fund the
Regulatory Reserves working capital and Operations working capital required to
obtain a license from the Washington, D.C. Department of Insurance, Securities
and Banking, in support of our planned application to establish a Risk Retention
Group, or RRG. We must successfully establish an RRG and obtain a license for
the RRG before launching our insurance operations. Funds received beyond those
needed to repay debt and fund the Regulatory Reserves working capital, if any,
will be used for general corporate purposes, including general and necessary
operations working capital, marketing and expanding our technical employee base.


                                       34
<PAGE>

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

..3  Establishment and Licensing of Insurance Entities

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

4     Capital Resources and Liquidity

To date, we have primarily obtained financing for our Merger and other aspects
of the Plan of Operation presented above via debt financing. Most recently, in
September 2006, we borrowed $20,000 of funds from an existing shareholder via a
one-year convertible note. As of December 31, 2006, we owe $39,000 in principal
under demand notes from certain stockholders and another $1,170,000 in principal
under convertible notes, as compared to $39,000 in demand notes as of December
31, 2006. We anticipate that additional funds will become available to FIIC in
subsequent debt financings and through the planned Private Placement, to fund
our planned launch and growth of operations over the coming twelve months.

As of December 31, 2006, we had cash and cash equivalents and restricted cash of
$(16,102) and current liabilities of $2,185,235 as compared to cash and cash
equivalents of $1,714 and current liabilities of $1,066,611 as of December 31,
2005. As of December 31, 2006, we had an accumulated operating deficit of
$4,538,514, as compared to the accumulated operating deficit of $1,024,840 as of
December 31, 2005. This deficit has continued to increase in the subsequent
months, and will continue to do so at least until our insurance entities become
fully licensed and operational. Subsequent to December 31, 2006 the registrant
has commenced a Private Placement for $1,500,000 of its common stock and entered
in to a Standby $2,000,000 Guaranty. The proceeds from the PPM and the Guaranty
will be used to meet its working capital and licensing requirements.

5     Use of Available Funds

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


                                       35
<PAGE>

..1 Debt Repayment

To the extent possible, we will defer repayment of all outstanding debt
obligations until receipt of net proceeds from either the planned Private
Placement or an equivalent round of financing. To the extent some amount of
principal or interest is to be repaid prior to such financing, we are relying on
the net proceeds from our recent convertible note issuances. Our management
believes that a majority, if not all, of our currently outstanding convertible
notes as of December 31, 2006, in the aggregate principal amount of $1,262,000
will convert into equity upon maturity and thus not require repayment; if such
conversion were to occur we would issue over time at least 2,693,538 shares of
our common stock, not including any shares issuable upon conversion of accrued
interest.

For the twelve months ended December 31, 2006, net interest expense related to
outstanding debt was $477,759, an increase from $44,623 from the inception in
January 2005 through December 31, 2005.

..2 Entity Financing

As noted above, we intend to fund the working capital Regulatory Reserves of
FIIC RRG and FIC in the amounts of $500,000 and $400,000, respectively, from the
anticipated net proceeds of the Private Placement. However, due to recent and
ongoing reviews by the D.C. DISB and other regulators of the surplus levels of
various RRGs, the D.C. DISB may require even greater reserve levels at its
discretion. In addition, FIIC intends to provide FIIC RRG and FIC each with
approximately $50,000 for formation and associated initial start-ups costs. FIIC
also intends to provide FGA with initial Operations working capital of $529,500,
to fund its services in support of FIIC RRG and FIC, including regulatory
reporting, backroom operations, underwriting, claims and accounting. The
management agreement between FGA and each of the other insurance entities will
detail which vendors and suppliers will be responsible for reinsurance support,
legal services, accounting services, actuarial support, and other services
beyond the abilities of FGA's own personnel. FIIC anticipates that FGA's
operational expenses for the first six months of its management agreement with
FIIC RRG and FIC will total approximately $270,000. Subject to this agreement,
FIIC RRG and FIC will provide certain management fees to FGA for its services,
but the initial grant of working capital will cover FGA's start-up costs and
ensure its ability to meet its contractual and regulatory obligations until such
time as the insurance operations are fully functional. Subsequent to December
31, 2006 the registrant has commenced a Private Placement for $1,500,000 of its
common stock. The proceeds will be used to meet its working capital and
licensing requirements.

..3 Operating Expenses

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

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


                                       36
<PAGE>

For the twelve months ending December 31, 2006, our total operating expenses
were $1,592,075, as compared to $838,358 for twelve month period ending December
31, 2005. Operating expenses for the twelve months ending December 31, 2006,
consisted of $1,588,641 of general and administrative expenses and $3,434 of
depreciation. The period-to-period decrease reflects our initial start-up costs
and costs associated with the launch of the merger process. We anticipate that
general and administrative expenses will grow in coming periods as we establish
our operating entities and launch our operations. During the twelve month period
ending December 31, 2006, we incurred other (non-operating) expenses of
$1,921,599, as compared to $186,482 of other expenses for the twelve months
ending December 31, 2005. Acquisitions costs of $301,199 represented a
significant portion of the other expenses for the twelve months ending December
31, 2006; during that period net interest expense totaled $477,759 and our
debt issuance costs totaled $1,142,641. We anticipate that we will continue to
incur significant interest expense in relation to the notes currently
outstanding, until such time as we repay the debt or convert the notes, where
applicable under their terms, into equity securities of the Company.

..4 Launch of Revenue-Producing Insurance Operations

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

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

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

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

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

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

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

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

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


                                       37
<PAGE>

6     Product Research and Development

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

7     Acquisition of Plant and Equipment and Other Assets

During the year ended December 31, 2006 the company purchased $11,240 of office
and computer equipment. We do not anticipate the acquisition of any material
property, plant or equipment during the next 12 months.

8     Off-Balance Sheet Arrangements

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

9     Inflation

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

10    Employees

As of December 31, 2006, the efforts of FIIC's named executive officers,
independent outside directors and key personnel have been primarily for no,
nominal and/or deferred compensation. Prior to February 7, 2006, we had not
entered any employment or other long-term compensation agreements with our
executive officers or other key personnel. We intend to enter formal employment
agreements with all of our executive officers and key personnel as we formally
process licensure and launch our insurance operations. However, on February 7,
2006, FIIC, Inc. executed a written consulting agreement with Jim France
documenting his consulting arrangement and confirming the continuance of such
arrangement until such time as FIIC, Inc. had sufficient funds to formalize the
terms of and execute an employment agreement with Mr. France; FIIC Holdings,
Inc. assumed this consulting arrangement as a result of the merger process. It
is anticipated that the terms of all FIIC employment agreements with its
officers will provide for cash and equity compensation at an appropriate level
for a start-up company, but also recognize the professional experience and forms
of expertise each individual brings to FIIC's business. It is also anticipated
that employment agreements with officers and other key personnel will include
provisions setting forth any severance arrangements, as well as confidentiality
and non-competition clauses.

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

11    Recent Accounting Pronouncements

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


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<PAGE>

12    Updates to Risk Factors

Any investment in our common stock involves a high degree of risk. Investors
should carefully consider the risks described below and all of the information
contained in the Company's Annual Report on Form 10-KSB, as filed April 11,
2006, before engaging in transactions in the Company's common stock. The
Company's business, financial condition or results of operations could be
materially adversely affected by these risks if any of them actually occur. The
trading price of the Company's common stock could decline due to any of these
risks, and an investor may lose all or part of his investment.

Some of these factors have affected the Company's financial condition and
operating results in the past or are currently affecting the Company. This
Quarterly Report on Form 10-QSB also contains forward-looking statements that
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including the risks faced by the Company described
below and in the Annual Report on Form 10-KSB. With respect to this discussion,
the terms "FIIC," "the Company," "we," and "our" refer to FIIC Holdings, Inc.
and its wholly-owned subsidiary FIIC, Inc. Subsequent to December 31, 2006 the
registrant has commenced a Private Placement for $1,500,000 of its common stock.
However, no assurance can be made that the offer will be successful.

13    Risks Related to Our Operations

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

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

As of December 31, 2006, we had an accumulated deficit of approximately
$4,538,514. We expect to continue to incur losses over at least the next year,
and the amount of future losses is uncertain. Our ability to generate revenue
and become profitable will depend on obtaining and maintaining regulatory
approvals in the U.S., achieving market acceptance for our Investor Protection
policies and related services and successfully executing our business plan.
Sales of our Investor Protection policies cannot begin until our insurance
entities receive all necessary regulatory approvals. If we fail to generate
significant revenues from commercial sales of such investor protection policies,
fail to obtain necessary regulatory approvals, or if revenues fail to grow at a
pace rapid enough to offset anticipated increases in expenses, we may never
achieve profitability.

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

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

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

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

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


                                       39
<PAGE>

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

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

Disruption or termination of our agreement with FIIC LLC could delay or suspend
our overall efforts to create a market for our Investor Protection policies. The
loss of the license or FIIC LLC's failure to maintain the licensed technology
and data could require us to cease providing products or services using such
licensed technology, which would likely result in a significant loss of revenue
for our business. In consideration for the license, we issued to shares of our
common stock, 5-year warrants to purchase shares of our common stock and became
obligated to pay a $100,000 cash fee. As of June 30, 2006, the entire licensing
fee had been expensed, but as of December 31, 2006 we still owe FIIC LLC $6,095.

14    Risks Relating to Regulatory Requirements

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

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

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

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

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

As a private company, FIIC, Inc. did not previously have to report on its
disclosure controls and procedures or its internal controls over financial
reporting, and as a developing company is only in the process of implementing
formal procedures intended to satisfy the requirements of Section 404 and other
related provisions of the Sarbanes-Oxley Act of 2002. However, beginning with
our fiscal year ending December 31, 2007, we will have to fully comply with
these requirements. Failure to establish the required controls or procedures, or
any failure of those controls or procedures once established, could adversely
impact our public disclosures regarding our business, financial condition or
results of operations. Upon review of the required internal controls over
financial reporting and disclosure controls and procedures, our management
and/or our auditors may identify material weaknesses and/or significant
deficiencies that need to be addressed. Any actual or perceived weaknesses or
conditions that need to be addressed in our internal controls over financial
reporting, disclosure of management's assessment of our internal controls over
financial reporting or disclosure of our public accounting firm's attestation to
or report on management's assessment of our internal controls over financial
reporting could have an adverse impact on the price of our common stock and may
lead to claims against us.


                                       40
<PAGE>

15    Risks Related to FIIC's Capital Structure

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

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

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

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

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

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

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

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

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

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

As a result of the Bridge Financing, as defined and discussed in detail under
"Bridge Financing and Private Placement" under Item 2 herein, Oceanus holds a
senior secured convertible promissory note convertible into shares of our common
stock at any time (the "Oceanus Note"), including accrued and unpaid interest,
and a warrant to purchase additional shares of our common stock. Immediately
subsequent to execution of the securities purchase agreement and the Oceanus
note, the parties executed an amendment to the securities purchase agreement,
extending the term of the Oceanus Note, providing for partial repayment of the
Oceanus Note and releasing certain pledge agreements entered into in support of
the Oceanus Note. On September 1, 2006, the parties executed a second amendment
to the securities purchase agreement and convertible note, further extending the
maturity date of the convertible note to September 30, 2006. As of December 31,
2006, we were in default on the amended Oceanus Note, as we had not paid the
pending principal balance of $92,000, nor accrued interest of $9,255.

In support of the Oceanus Note, we executed a security agreement in favor of the
note holder, pledging all of our existing and hereafter acquired assets,
including our license for the FIIC Database Content and Technology, as security
for the Oceanus Note, and FIIC, Inc. also provided a subsidiary guaranty. In
addition, our Chief Executive Officer, President and director, James France, has
executed a pledge agreement guarantying our obligations under the convertible
note with an aggregate 571,000 shares of his common stock.


                                       41
<PAGE>

Because we have not fulfilled our payment obligations under the convertible
note, if the note holder chooses not to convert the Oceanus Note to
alternatively satisfy such obligations, under the pledge agreements the note
holder would be entitled to the pledged shares. Although the note holder could
not obtain control of the Company upon receipt of the pledged shares and
exercise of our warrant to purchase common stock, the note holder would obtain a
more significant stake in FIIC. Further, upon enforcement of the pledge
agreement, Mr. France would lose all of his current holdings of our common
stock, and thus may be less likely to exercise his outstanding warrants to
re-establish an ownership position and/or may be less inclined to serve in
leadership positions. Finally, if the note holder seeks to exert control over
the rights to the FIIC Database Content and Technology on which our business
model relies, the note holder could disrupt our business to the detriment of our
results of operations and our other stockholders..

Off-Balance Sheet Arrangements

      As of February 28, 2007, the Company had no off-balance sheet
arrangements.

Critical Accounting Policies and Estimates

      FIIC's financial statements are prepared on the accrual basis and in
conformity with generally accepted accounting principles for U.S. Companies
("U.S. GAAP"). Cash and cash equivalents are defined as cash and investments
with maturity of less than three (3) months. Any prepaid costs are deferred and
expensed at time of receiving services. Debt issuance costs are amortized based
upon the lives of the respective debt obligations. FIIC's management may be
required to make estimates and assumptions that affect the reporting amount of
assets and liabilities, the actual results of which could differ from those
estimates.

Recent Accounting Pronouncements

      FIIC has adopted all relevant recently issued accounting pronouncements.
The adoption of the accounting pronouncements is not anticipated to have a
material effect on the Registrant's operations.

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

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

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


                                       42
<PAGE>

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

      In July 2006, the FASB issued Interpretation No. 48 (FIN 48). "Accounting
for uncertainty in Income Taxes". FIN 48 clarifies the accounting for Income
Taxes by prescribing the minimum recognition threshold a tax position is
required to meet before being recognized in the financial statements. It also
provides guidance on derecognition, measurement, classification, interest and
penalties, accounting in interim periods, disclosure and transition and clearly
scopes income taxes out of SFAS 5, "Accounting for Contingencies". FIN 48 is
effective for fiscal years beginning after December 15, 2006. We have not yet
evaluated the impact of adopting FIN 48 on our consolidated financial position,
results of operations and cash flows.

      In September 2006 the Financial Account Standards Board (the "FASB")
issued its Statement of Financial Accounting Standards 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. FAS 157
effective date is for fiscal years beginning after November 15, 2007. The
Company does not expect adoption of this standard will have a material impact on
its financial position, operations or cash flows.

      In September 2006 the FASB issued its Statement of Financial Accounting
Standards 158 "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans". This Statement improves financial reporting by requiring
an employer to recognize the overfunded or underfunded 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. The
effective date for an employer with publicly traded equity securities is as of
the end of the fiscal year ending after December 15, 2006. The Company does not
expect adoption of this standard will have a material impact on its financial
position, operations or cash flows

      In December 2006, the FASB issued FSP EITF 00-19-2, Accounting for
Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting for
registration payment arrangements. FSP 00-19-2 specifies that the contingent
obligation to make future payments or otherwise transfer consideration under a
registration payment arrangement, whether issued as a separate agreement or
included as a provision of a financial instrument or other agreement, should be
separately recognized and measured in accordance with FASB Statement No. 5,
Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial
instrument subject to a registration payment arrangement should be accounted for
in accordance with other applicable generally accepted accounting principles
without regard to the contingent obligation to transfer consideration pursuant
to the registration payment arrangement. For registration payment arrangements
and financial instruments subject to those arrangements that were entered into
prior to the issuance of EITF 00-19-2, this guidance shall be effective for
financial statements issued for fiscal years beginning after December 15, 2006
and interim periods within those fiscal years. The Company has not yet
determined the impact that the adoption of FSP 00-19-2 will have on its
financial statements.

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

Item 7. Financial Statements.

      The audited financial statements for the Registrant for the reporting
period are set forth in this Annual Report beginning on page F-1.

      The audited financial statements for FIIC, Inc. for the reporting period
were previously filed as part of the Registrant's Current Report on Form 8-K
filed March 6, 2006, reporting the closing of the Merger and the related changes
in the Registrant's plan of operation and management.


                                       43
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2006 AND 2005



                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934


                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          INDEX TO FINANCIAL STATEMENTS

                                                                         Page No
                                                                         -------

Report of Independent Registered Certified Public Accounting Firm            F-2

Report of Independent Registered Public Accounting Firm                      F-3

Consolidated Balance Sheet at December 31, 2006 and 2005                     F-4

Consolidated Statements of Losses for the Years Ended December 31, 2006
and for the period January 25, 2005 (date of inception) through
December 31, 2005, and for the period from January 25, 2005
(date of inception) through December 31, 2006                                F-5

Consolidated Statements of Deficiency in Stockholders' Equity
for the period January 25, 2005 (date of inception) through
December 31, 2006                                                            F-6

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2006 and for the period January 25, 2005
(date of inception) through December 31, 2005, and for the period
from January 25, 2005 (date of inception) through December 31, 2006    F-7 ~ F-8

Notes to Consolidated Financial statements                            F-9 ~ F-21


                                       F-1
<PAGE>

                  RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                        Certified Public Accountants


     REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM


To the Board of Directors
FIIC Holdings, Inc.
Denver, Colorado


We have audited the accompanying balance sheet of FIIC Holdings, Inc. (the
"Company"), as of December 31, 2006 and the related statements of operations,
deficiency in stockholders' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements based
upon our audit. The financial statements of the Company, as of the year ended
December 31, 2005 and for the period January 25, 2005 (date of inception)
through December 31, 2005, were audited by other auditors whose report dated
March 1, 2006 (except for Note 12, as to which the date is May 31, 2006),
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe our audit
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2006, and the results of its operations and its cash flows for the year then
ended, and for the period January 25, 2005 (date of inception) through December
31, 2006, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note M, the Company
has incurred significant operating loss in current year and also in the past,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note M. The
accompanying statements do not include any adjustments that might result from
the outcome of this uncertainty.


                                    /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                        ----------------------------------------
                                        Russell Bedford Stefanou Mirchandani LLP
                                        Certified Public Accountants


New York, NY
May 3, 2007


                                       F-2
<PAGE>

[LETTERHEAD OF SCHOONOVER BOYER & ASSOCIATES]


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To The Board of Directors and
Shareholders of FIIC, Inc.
Columbus, Ohio

We have audited the accompanying balance sheet of FIIC, Inc. (a Delaware
Corporation) as of December 31, 2005 and the related statements of operations,
equity, and cash flows for the period from inception (January 25, 2005) to
December 31, 2005. These financial statements are the responsibility of FIIC,
Inc's management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reposting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FIIC, Inc as of December 31,
2005, and the results of its operations and its cash flows for the initial
period then ended in conformity with accounting principles generally accepted
in the United States of America.

Our original audit report dated March 1, 2006 has been withdrawn and the
financial statements have been revised as described in Note L to the December
31, 2006 consolidated financial statements.

                                            /s/ Schoonover Boyer & Associates

Columbus, Ohio
March 1, 2006 (except for Note L to the December 31, 2006
consolidated financial statements, which is as of May 17, 2007).


                                       F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                             December 31,
                                                                         2006          2005
                                                                     -----------    -----------
                                                                                    (Restated-
                                                                                      Note L)
<S>                                                                  <C>            <C>
                                ASSETS
Current assets:
Cash and cash equivalents                                            $        --    $     1,714
Prepaid expenses and deposits                                              4,849         12,500
Restricted cash                                                               60        258,000
                                                                     -----------    -----------
Total current assets                                                       4,909        272,214
                                                                     -----------    -----------
Property, plant and equipment, net of accumulated
  depreciation of $3,434                                                   7,806             --

Other assets:
License agreement (Note D)                                                    --        109,792
Loan fees, net of accumulated amortization of $859,723
  and $141,859 at December 31, 2006 and December 31, 2005
  respectively                                                           317,222        297,607
                                                                     -----------    -----------

Total other assets                                                       317,222        407,399
                                                                     -----------    -----------

Total assets                                                         $   329,937    $   679,613
                                                                     ===========    ===========

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft                                                       $    16,162    $        --
Accounts payable and accrued expenses                                    987,723        551,617
Notes payable, bridge loan (Note E)                                       92,000        350,000
Notes payable-convertible (Note F)                                     1,050,350        125,994
Notes payable-related parties (Note G)                                    39,000         39,000
                                                                     -----------    -----------
Total current liabilities                                              2,185,235      1,066,611
                                                                     -----------    -----------

Commitments and contingencies (Note K)

DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value: 3,000,000 shares authorized,
  0 issued and outstanding                                                    --             --
Common stock, $0.001 par value: 100,000,000 shares authorized;
  15,372,258 and 10,843,377 shares issued and outstanding as of
  December 31, 2006 and December 31, 2005 respectively (Note H)           15,372         10,843
Additional paid in capital                                             2,667,844        626,999

Deficit accumulated during development stage                          (4,538,514)    (1,024,840)
                                                                     -----------    -----------
Total deficiency in stockholders' equity                              (1,855298)       (386,998)
                                                                     -----------    -----------
Total liabilities and deficiency in stockholders' equity             $   329,937    $   679,613
                                                                     ===========    ===========
</TABLE>

See the accompanying footnotes to the consolidated financial information


                                       F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                         For the period           For the period
                                                                     January 25, 2005 (date   January 25, 2005 (date
                                               For the year ended    of inception) through     of inception) through
                                                  December 31,         December 31, 2005         December 31, 2006
                                                      2006            Restated-See Note L      Restated-See Note L
                                               ------------------     -------------------     ---------------------
<S>                                            <C>                     <C>                      <C>
Operating expenses:
General and administrative                     $        1,588,641      $          838,358       $        2,426,999
Depreciation                                                3,434                      --                    3,434
                                               ------------------      ------------------       ------------------
Total operating expenses                                1,592,075                 838,358                2,430,433

Other expenses:
Interest expense, net                                     477,759                  44,623                  522,382
Debt issuance costs                                     1,142,641                 141,859                1,284,500
Acquisition costs (Note B)                                301,199                      --                  301,199
                                               ------------------      ------------------       ------------------
Total other expenses                                    1,921,599                 186,482                2,108,081

Net (loss) before provision for income taxes           (3,513,674)             (1,024,840)              (4,538,514)

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

NET LOSS                                       $       (3,513,674)     $       (1,024,840)      $       (4,538,514)
                                               ==================      ==================       ==================

Loss per common share (basic and assuming
  dilution)                                    $            (0.25)     $            (0.11)
                                               ==================      ==================

Weighted average common shares outstanding
  (basic and diluted)                                  14,305,142               9,072,237
                                               ==================      ==================
</TABLE>

See the accompanying footnotes to the consolidated financial information


                                       F-5
<PAGE>

                               FIIC HOLDINGS, INC
                          (A DEVELOPMENT STAGE COMPANY)
          CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
  FOR THE PERIOD JANUARY 25, 2005 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2006

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

See the accompanying footnotes to the consolidated financial information


                                       F-6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   For the period          For the period
                                                                                  January 25, 2005        January 25, 2005
                                                                                (date of inception)     (date of inception)
                                                               Year ended             Through           Through December 31,
                                                            December 31, 2006    December 31, 2005     2006 (Restated-Note L)
                                                            -----------------    -----------------     ----------------------
<S>                                                           <C>                  <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                    $  (3,513,674)       $  (1,024,840)           $  (4,538,514)
Adjustments to reconcile net (loss) to cash used in
  operating activities:
Depreciation                                                          3,434                   --                    3,434
Common stock issued for services rendered                           475,127              201,000                  676,127
Acquisition costs                                                   301,199                   --                  301,199
Amortization of debt discount for convertible debentures
  and warrants                                                      381,148               17,078                  398,226
Amortization of debt issuance costs                               1,122,639              141,859                1,264,498
(Increase) decrease in:
Prepaid expenses and deposits                                       117,443              (12,500)                 104,943
Increase (decrease) in:
Cash overdraft                                                       16,162               16,162
Due to related parties                                                   --              104,977                  104,977
Accounts payable and other accrued expenses                         336,108              346,640                  682,748
                                                              -------------        -------------            -------------
Net cash used in operations                                        (760,414)            (225,786)                (986,200)
                                                              -------------        -------------            -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from restricted cash                                   257,940             (258,000)                     (60)
Cash paid for acquisition                                          (200,000)                  --                 (200,000)
Acquisition of fixed assets                                         (11,240)                  --                  (11,240)
                                                              -------------        -------------            -------------
Net cash used in investing activities                                46,700             (258,000)                (211,300)
                                                              -------------        -------------            -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable-related parties                           5,000               39,000                   44,000
Proceeds from notes payable, net of repayments                      707,000              446,500                1,153,500
                                                              -------------        -------------            -------------
Net cash used in financing activities                               712,000              485,500                1,197,500
                                                              -------------        -------------            -------------

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

See the accompanying footnotes to the consolidated financial information


                                       F-7
<PAGE>

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

<TABLE>
<CAPTION>
                                                                               For the period          For the period
                                                                              January 25, 2005        January 25, 2005
                                                                            (date of inception)     (date of inception)
                                                           Year ended             Through            Through December 31,
                                                        December 31, 2006     December 31, 2005     2006 (Restated-Note L)
                                                        -----------------     -----------------     ----------------------

<S>                                                        <C>                   <C>                     <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during period for interest                       $        --           $       --              $        --
Cash paid during period for taxes                          $        --           $       --              $        --
Non-cash financing and investing activities:
Common stock issued in exchange for services               $   475,127           $  201,000              $   676,127
Shares issued for debt issuance costs                      $ 1,126,667              325,668              $ 1,452,355
Beneficial conversion feature of convertible
  notes-warrants                                           $   152,681              101,362              $   254,043
Beneficial conversion feature of convertible
  notes                                                    $   289,700           $       --              $   289,700
Value of warrants issued for debt issuance costs           $    15,589                                   $    15,589
Acquisitions:
Common stock retained                                      $     1,199           $       --              $     1,199
Assets acquired                                                     --                   --                       --
Liabilities assumed                                             86,448                   --                   86,448
Expenses relating to acquisition                                13,552                                        13,552
Cash paid                                                      200,000                   --                  200,000
                                                           -----------           ----------              -----------
Total acquisition paid/acquisition cost                    $   301,199           $       --              $   301,199
                                                           ===========           ==========              ===========
</TABLE>

See the accompanying footnotes to the consolidated financial information


                                       F-8
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows:

Business and Basis of Presentation

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

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

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

To date the Company has incurred expenses, and has sustained losses.
Consequently, its operations are subject to all risks inherent in the
establishment of a new business enterprise. For the period from inception
through December 31, 2006, the Company has accumulated losses of $4,538,514. In
addition, at December 31, 2006, the Company's current liabilities exceeded
current assets by $2,180,326.

Revenue Recognition

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

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

Advertising

The Company follows the policy of charging the costs of advertising to expenses
as incurred. The Company incurred no advertising costs during the year ended
December 31, 2006 and 2005, respectively.

Property and Equipments

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

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


                                       F-9
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

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

Stock Based Compensation

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

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

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

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

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

The following table shows the effect on net earnings and earnings per share had
compensation cost been recognized based upon the estimated fair value on the
grant date of stock options for the year ended December 31, 2006, in accordance
with SFAS 123, as amended by SFAS No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure:

<TABLE>
<CAPTION>
                                                               From January 25, 2005
                                                              (date of inception) to
                                                                 December 31, 2005
                                                                 -----------------

<S>                                                                 <C>
Net loss attributable to common stockholders - as reported          $(1,024,840)
Add. Total stock based employee compensation expense as
  reported under intrinsic value method (APB No. 25)                         --
Deduct Total stock based employee compensation expense
  as reported under fair value based method (SFAS No. 123)                   --
Net loss-Pro Forma                                                  $(1,024,840)
Net loss attributable to common stockholders - Pro forma            $(1,024,840)
Basic (and assuming dilution) loss per share - as reported          $     (0.11)
Basic (and assuming dilution) loss per share - Pro forma            $     (0.11)
</TABLE>

Disclosure for the year ended December 31, 2006 is not presented because the
amounts are recognized in the consolidated financial statements.


                                       F-10
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

New Accounting Pronouncements

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

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

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

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

In July 2006, the FASB issued Interpretation No. 48 (FIN 48). "Accounting for
uncertainty in Income Taxes". FIN 48 clarifies the accounting for Income Taxes
by prescribing the minimum recognition threshold a tax position is required to
meet before being recognized in the financial statements. It also provides
guidance on derecognition, measurement, classification, interest and penalties,
accounting in interim periods, disclosure and transition and clearly scopes
income taxes out of SFAS 5, "Accounting for Contingencies". FIN 48 is effective
for fiscal years beginning after December 15, 2006. We have not yet evaluated
the impact of adopting FIN 48 on our consolidated financial position, results of
operations and cash flows.

In September 2006 the Financial Account Standards Board (the "FASB") issued its
Statement of Financial Accounting Standards 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. FAS 157 effective date is for fiscal
years beginning after November 15, 2007. The Company does not expect adoption of
this standard will have a material impact on its financial position, operations
or cash flows.

In September 2006 the FASB issued its Statement of Financial Accounting
Standards 158 "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans". This Statement improves financial reporting by requiring
an employer to recognize the overfunded or underfunded 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. The
effective date for an employer with publicly traded equity securities is as of
the end of the fiscal year ending after December 15, 2006. The Company does not
expect adoption of this standard will have a material impact on its financial
position, operations or cash flows

In December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration
Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration
payment arrangements. FSP 00-19-2 specifies that the contingent obligation to
make future payments or otherwise transfer consideration under a registration
payment arrangement, whether issued as a separate agreement or included as a
provision of a financial instrument or other agreement, should be separately
recognized and measured in accordance with FASB Statement No. 5, Accounting for
Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject
to a registration payment arrangement should be accounted for in accordance with
other applicable generally accepted accounting principles without regard to the
contingent obligation to transfer consideration pursuant to the registration
payment arrangement. For registration payment arrangements and financial
instruments subject to those arrangements that were entered into prior to the
issuance of EITF 00-19-2, this guidance shall be effective for financial
statements issued for fiscal years beginning after December 15, 2006 and interim
periods within those fiscal years. The Company has not yet determined the impact
that the adoption of FSP 00-19-2 will have on its financial statements.

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


                                      F-11
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Reclassifications

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

NOTE B - MERGER AND CORPORATE RESTRUCTURE

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

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

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

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

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

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

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

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

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

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

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


                                      F-12
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE C - PROPERTY AND EQUIPMENT

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

                                                    December 31,    December 31,
                                                        2006            2005
                                                    ------------    ------------
Computer equipment and furniture                    $     11,240    $         --
Less: accumulated depreciation and amortization           (3,434)             --

Net property and equipment                          $      7,806    $         --
                                                    ============    ============

Depreciation and amortization expense was $3,434 and $0 for the year ended
December 31, 2006 and 2005, respectively.

NOTE D - LICENSE AGREEMENT

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

As consideration for the license agreement in March 2005, FIIC, Inc. issued to
the Licensor 9,792,000 shares of its common stock (total par value $9,792) and
issued warrants to purchase an additional 1,808,307 shares of its common stock
at an exercise price of $.87 per share. Such warrants will expire five years
after the date of issuance. The shares and warrants issued in relation to the
license agreement were subsequently distributed by the Licensor to its members,
and exchanged for shares of NBYS in the Merger. As further consideration for the
license agreement, the Company also agreed to pay $100,000 in cash to the
Licensor. The total licensing fee of $109,792 was expensed as of December 31,
2006; $6,095 of the balance remains payable as of December 31, 2006.

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

NOTE E - BRIDGE LOAN PAYABLE

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

<TABLE>
<CAPTION>
                                                                            December 31,    December 31,
                                                                                2006            2005
                                                                            ------------    ------------
<S>                                                                         <C>             <C>
Senior secured promissory note payable, exchangeable upon closing of        $         --    $    350,000
  merger for a senior secured convertible note
Senior secured convertible note payable, exchanged from senior secured
  promissory note after closing of merger in February 2006                        92,000              --
                                                                            ------------    ------------
Total                                                                             92,000         350,000
Less: current portion                                                            (92,000)       (350,000)
                                                                            ------------    ------------
Long term portion                                                           $         --    $         --
                                                                            ============    ============
</TABLE>

On November 29, 2005, FIIC, Inc. engaged in a bridge financing transaction in
which it issued a $350,000 senior secured promissory note, exchangeable upon the
closing of the Merger for a senior secured convertible promissory note,
convertible into the Company's common stock at any time at a rate of $1.00 per
share, including accrued and unpaid interest. On February 28, 2006, concurrent
with the closing of the Merger, the Company entered into a securities purchase
agreement, pursuant to which the Company issued a $350,000 Senior Secured
Convertible Promissory Note bearing annual interest at 12% and a warrant to
purchase 890,995 shares of the Registrant's common stock, in exchange for the
senior secured note previously issued. In accordance with APB #14, the fair
value attributed to the warrants was recorded to debt discount and additional
paid-in capital. The respective portion was amortized with the repayment of
$258,000 on February 28, 2006. Total debt discount was $137,092 with accumulated
amortization of $137,092 at December 31, 2006.


                                      F-13
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE E - BRIDGE LOAN PAYABLE (continued)

At the time of the original bridge financing closing, $92,000 in fees was
released for payment and the net proceeds of $258,000 were held in escrow until
the closing of the merger. On February 28, 2006, immediately subsequent to
execution of the securities purchase agreement and the issuance of the senior
secured convertible promissory note in exchange for the prior note, the parties
executed an amendment to the Securities Purchase Agreement, extending the term
of the senior secured convertible note, providing for partial repayment of that
note and releasing certain pledge agreements entered into in support of that
note. As a result $258,000 was released from escrow and repaid to the lender,
and the Company became obligated to pay an additional $3,500 legal fee to
lender's counsel and accrued interest to date on the loan. Under the terms of
the amendment to the Securities Purchase Agreement executed in conjunction with
the senior secured convertible promissory note, the remaining $92,000 and
accrued interest was due May 29, 2006. This note is currently in default due to
lack of payment of the amounts owed upon amendment and upon maturity; however,
management is negotiating with lender for an additional extension. The balance
outstanding was $92,000 and $350,000 at December 31, 2006 and 2005 respectively.

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

NOTE F - CONVERTIBLE NOTES PAYABLE

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

<TABLE>
<CAPTION>
                                                                                                  December 31,
                                                                                              2006             2005
                                                                                              ----             ----
<S>                                                                                         <C>              <C>
Note payable accruing interest at 10% per annum, payable on October 7, 2006;
conversion price of $0.50 per share; the Company issued 115,000 5 yr warrants at
0.87 per share as additional incentive. Net of unamortized debt discount
attributed to warrants attached to notes of $0 and $17,078 as of December 31,
2006 and 2005, respectively. Note is currently in default                                   $ 50,000         $32,922

Note payable accruing interest at 10% per annum, payable on October 7, 2006;
conversion price of $0.50 per share; the Company issued 115,000 5 yr warrants at
0.87 per share as additional incentive. Net of unamortized debt discount
attributed to warrants attached to notes of $0- and $17,078 as of December 31,
2006 and 2005, respectively. Note is currently in default                                     50,000          32,922

Note payable accruing interest at 10% per annum, payable on October 31, 2006;
conversion price of $0.50 per share; the Company issued 115,000 5 yr warrants at
0.87 per share as additional incentive. Net of unamortized debt discount
attributed to warants attached to the notes of $-0- and $18,976 as of December
31, 2006 and 2005. Note is currently in default                                               50,000          31,023

Note payable accruing interest at 10% per annum, payable on December 6, 2006;
conversion price of $0.50 per share; the Company issued 115,000 5 yr warrants at
0.87 per share as additional incentive. Net of debt discount attributed to
warrants attached to the notes of $-0- and $20,873 as of December 31, 2006 and
2005, respectively. Note is currently in default                                              50,000          29,127

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

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

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


                                      F-14
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE F - CONVERTIBLE NOTES PAYABLE (continued)

<TABLE>
<CAPTION>
                                                                                                   December 31,
                                                                                              2006             2005
                                                                                              ----             ----
<S>                                                                                          <C>              <C>
Note payable accruing interest at 8% per annum, payable April 25, 2007;
conversion price of $0.50 per share. Note is currently in default                            $25,000          $    --

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

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

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

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

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

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

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

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

Note payable accruing interest at 8% per annum, payable September 15, 2007;
conversion price of $0.50 per share                                                           20,000               --

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

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

Note payable accruing interest at 8% per annum, payable October 26, 2007;
conversion price of $0.50 per share; as an additional incentive the Company
issued 66,667 shares of common stock. Net of unamortized beneficial conversion
feature of $20,400 as of December 31, 2006                                                     4,600               --
</TABLE>


                                      F-15
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE F - CONVERTIBLE NOTES PAYABLE (continued)

<TABLE>
<CAPTION>
                                                                                                   December 31,
                                                                                              2006               2005
                                                                                              ----               ----
<S>                                                                                       <C>                 <C>
Note payable accruing interest at 8% per annum, payable November 1, 2007;
conversion price of $0.50 per share; as an additional incentive the Company
issued 66,667 shares of common stock. Net of unamortized beneficial conversion
feature of $20,800 as of December 31, 2006                                                $     4,200         $      --

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

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

Total                                                                                       1,050,350           125,994

Less: current portion                                                                      (1,050,350)        $(125,994)
                                                                                          ===========         =========
Note payable - long term                                                                  $                   $
                                                                                          -----------         ---------
</TABLE>

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

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

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

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

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

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


                                      F-16
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE G - NOTES PAYABLE -RELATED PARTIES

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

<TABLE>
<CAPTION>
                                                                                     December 31,     December 31,
                                                                                         2006             2005
                                                                                     ------------     ------------

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

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

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

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

Total                                                                                      39,000          39,000

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

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

NOTE H - CAPITAL STOCK

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

The Company had 15,372,258 and 10,843,377 shares of common stock issued and
outstanding at December 31, 2006 and December 31, 2005, respectively. As of
December 31, 2006 and December 31, 2005 the Company had no preferred stock
issued and outstanding.

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

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

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

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

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

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

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

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


                                      F-17
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE H - CAPITAL STOCK (continued)

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

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

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

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

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

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

NOTE I - OPTIONS AND WARRANTS

Warrants

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

<TABLE>
<CAPTION>

                          Warrants                                                Warrants
                         Outstanding                                             Exercisable
                      (as of 12/31/06)                                        (as of 12/31/06)
                      ----------------                                        ----------------
                                            Weighted
                                             Average
                                            Remaining
                         Number          Contractual Life     Weighted Average       Number            Weighted Average
  Exercise Prices     Outstanding            (Years)           Exercise Price      Exercisable          Exercise Price
  ---------------     -----------            -------           --------------      -----------          --------------
<S>                    <C>                      <C>               <C>               <C>                    <C>
    $  0.87            1,808,307                3.25              $  0.87           1,808,307              $  0.87
       0.87              518,077                3.75                 0.87             518,077                 0.87
       1.04              890,995                3.75                 1.04             890,995                 1.04
                       ---------              ------              -------           ---------              -------
                       3,217,379                3.46              $  0.92           3,217,379              $  0.92
</TABLE>

Transactions involving warrants are summarized as follows:

--------------------------------------------------------------------------------
                                                     Number of  Weighted Average
                                                     Warrants   Price Per Share
                                                     --------   ---------------

Outstanding at January 25, 2005 (date of inception)         --      $      --
Granted                                              2,291,384           0.87
Exercised                                                   --             --
Canceled or expired                                         --             --
Outstanding at December 31, 2005                     2,291,384      $    0.87
Granted                                                925,995           1.03
Exercised                                                   --             --
Canceled or expired                                         --             --
Outstanding at December 31, 2006                     3,217,379      $    0.92
--------------------------------------------------------------------------------

The Company grant 925,995 and -0- compensatory warrants to employees during the
year ended December 31, 2006 and 2005 respectively. Compensation expense of
$15,589 and $0 was charged to operations for the year ended December 31, 2006
and 2005 respectively.


                                      F-18
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

Stock Option Plan

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

NOTE J - RELATED PARTY TRANSACTIONS

The Company has received unsecured, non-interest bearing advances from a related
party totally $147,500 (including $100,000 for the license fee - refer to note
D). Of this amount, $6,095 and $104,977 remains unpaid as of December 31, 2006
and 2005 respectively.

The Company has expensed monthly consulting fees of an aggregate of $25,000 per
month for seven individuals who are directors and/or officers who are intended
to serve as key personnel. As of December 31, 2006 and 2005, there remains
$346,854 and $228,000 respectively unpaid and included in accounts payable and
accrued expenses.

Effective February 1, 2005, the Company entered into a sublease agreement with a
related party for office space and overhead expenses at $5,000 per month. As of
December 31, 2006 and 2005, there remains $65,000 and $43,000 respectively
unpaid and included in accounts payable and accrued expenses arising from this
sublease agreement.

NOTE K - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

In February 1, 2005, the Company entered into a sublease agreement with a
related party for office space and overhead expenses on month to month basis at
$5,000 per month. Total lease rental expense for the year ended December 31,
2006 and 2005 was $60,000 and $55,000, respectively.

Employment and Consulting Agreements

As of December 31, 2006, the efforts of the Company's named executive officers,
directors and key personnel have been primarily for no, nominal and/or deferred
compensation. On February 7, 2006, FIIC executed a written consulting agreement
with Chief Executive Officer, James France, documenting his consulting
arrangement and confirming the continuance of such arrangement until such time
as the Company has sufficient funds to formalize the terms of and execute an
employment agreement with Mr. France. The Company intends to enter formal
employment agreements with all of its executive officers and key personnel as it
seeks to license and launch its insurance operations.

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

Litigation

The Company may be subject to legal proceedings and claims which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity. The Company had no pending legal proceedings
or claims as of December 31, 2006.


                                      F-19
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE L - RESTATEMENT OF FINANCIAL STATEMENTS

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

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

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

The following tables summarize the effects of these adjustments on the Company's
consolidated balance sheet as of December 31, 2005, consolidated statements of
operations for the period from January 25, 2005 (date of inception) through
December 31, 2005 and the consolidated statements of cash flow for the period
from January 25, 2005(date of inception) through December 31, 2005:

                           Consolidated Balance Sheet
                                December 31, 2005

<TABLE>
<CAPTION>
                                                              As Previously
                                                                 Reported      Adjustment   Reference   As Restated
                                                              -------------    ----------------------   -----------
<S>                                                           <C>              <C>             <C>      <C>
Cash                                                          $       1,714    $                        $     1,714
Cash held in escrow                                           $     258,000    $                        $   258,000
License agreement                                             $     109,792    $                        $   109,792
Loan fees, net of accumulated amortization                    $     289,042    $    8,565        A      $   297,607
Prepaid expenses                                              $      12,500    $                        $    12,500
Total assets                                                  $     671,048    $    8,565               $   679,613
Accounts payable and accrued expenses                         $     551,618    $       (1)       B      $   551,617
Bridge notes payable                                          $     350,000    $                        $   350,000
Notes payable convertible                                     $     200,000    $  (74,006)       C      $   125,994
Notes payable-related party                                   $      39,000    $                        $    39,000
Total liabilities                                             $   1,140,618    $  (74,007)      B,C     $ 1,066,611
Common stock                                                  $      10,843    $                        $    10,843
Additional paid in capital                                    $     525,637    $  101,362        C      $   626,999
Deficit accumulated during development stage                  $  (1,006,050)   $  (18,790)      A,C     $(1,024,840)
Total deficiency in stockholders' equity                      $    (469,570)   $   82,572      A,B,C    $  (386,998)
Total liabilities and Deficiency in Stockholders' equity      $     671,048    $    8,565               $   679,613
</TABLE>


                            Consolidated Statement of
                    Operations From January 25, 2005 (date of
                      inception) through December 31, 2005

<TABLE>
<CAPTION>
                                                              As Previously
                                                                 Reported      Adjustment   Reference   As Restated
                                                              -------------    ----------------------   -----------
<S>                                                           <C>              <C>             <C>      <C>
General and administrative                                    $     979,543    $ (141,185)      D       $   838,358
Debt issuance costs                                           $          --    $  141,859       D       $   141,859
Interest expense                                              $      26,507    $   18,116       E       $    44,623
Total expenses                                                $   1,006,050    $   18,790      D,E      $ 1,024,840
NET LOSS                                                      $  (1,006,050)   $  (18,790)     D,E      $(1,006,050)
Loss per common share                                                 (0.09)   $    (0.02)              $     (0.11)
</TABLE>


                                      F-20
<PAGE>

                               FIIC HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                                DECEMBER 31, 2006

NOTE L - RESTATEMENT OF FINANCIAL STATEMENTS (continued)

                         Consolidated Statement of Cash
                 Flows From January 25, 2005 (date of inception)
                            through December 31, 2005

<TABLE>
<CAPTION>
                                                              As Previously
                                                                Reported       Adjustment    Reference    As Restated
                                                              -------------    -----------------------    -----------
<S>                                                           <C>              <C>              <C>       <C>
Cash Flows from Operating Activities
Net Loss                                                      $  (1,006,050)   $ (18,790)       D,E       $(1,024,840)
Adjustments to reconcile net loss to cash used in
   operating activities
Common stock issued for services rendered                     $     200,000    $   1,000         B        $   201,000
Amortization of debt  discount for convertible debt
   and warrants                                               $          --    $  17,078        D,E       $    17,078
Amortization of debt issuance costs                           $     140,146    $   1,713        D,E       $   141,859
Changes in:
Prepaid expenses                                              $                $ (12,500)        F        $   (12,500)
Due to related party                                          $                $ 104,977         F        $   104,977
Accounts payable and accrued expenses                         $     446,640    $(100,000)        F        $   346,640
Net cash used in operations                                   $    (219,264)   $  (6,522)        F        $  (225,786)
Cash flows from Investing Activities:
Net Proceeds from restricted cash                             $          --    $(258,000)        F        $  (258,000)
Net cash used in investing activities                         $                $(258,000)        F        $  (258,000)
Cash flows from Financing Activities:
Proceeds from notes payable-related parties                   $      39,000    $                          $    39,000
Proceeds from notes payable, net of repayments                $     180,978    $ 265,522         F        $   446,500
Issuance of common stock                                      $       1,000    $  (1,000)        F        $        --
Net cash flows provided by financing activities               $     220,978    $ 264,522         F        $   485,500
Increase in cash and cash equivalents                         $       1,714                               $     1,714
Cash and cash equivalents-beginning of period                            --                                        --
Cash and cash equivalents-end of period                       $       1,714                               $     1,714
</TABLE>

      A.    The Company erred in its calculation of the debt discount
            amortization
      B     Rounding error
      C     As described above, the Company restated its financial statements to
            reflect the fair value of warrants issued in conjunction with
            financing. These adjustments recorded the fair value (net of
            amortization) as a debt discount
      D     The recording of additional expense accrual and a classification
            error
      E     Increase in interest expense due to amortization of debt discounts
      F.    Correction of cash flow classification errors

NOTE M - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements during the period January 25, 2005 through December 31,
2006, the Company incurred a loss of $4,538,514. These factors among others may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time.

The Company's existence is dependent upon management's ability to develop
profitable operations. Management is devoting substantially all of its efforts
to developing an insurance product to entrepreneurial business enterprises
designed to insure third party investors. However, the planned principal
operations have not commenced and no assurance can be given that management's
actions will result in profitable operations or the resolution of its liquidity
problems. The accompanying statements do not include any adjustments that might
result should the Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company's management is
actively pursing additional equity financing through discussions with investment
bankers and private investors. There can be no assurance the Company will be
successful in its effort to secure additional equity financing


                                      F-21
<PAGE>

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

      There were no disagreements with the Registrant's accountants in regards
to its accounting and financial disclosure during the fiscal year ended December
31, 2005. As previously reported in the Registrant's Current Reports on Form
8-K/A dated February 17, 2006 and Form 8-K filed March 6, 2006, on February 13,
2006, prior to the closing of the Merger, Cordovano and Honeck LLP resigned as
the Registrant's independent certified public accountants and the Registrant
engaged Miller and McCollom, Certified Public Accountants, to audit its
financial statements for the fiscal year ended December 31, 2005.

      As previously reported in the Registrant's Current Report on Form 8-K
filed March 6, 2006, on March 6, 2006, the Registrant's board of directors
engaged Russell Bedford Stefanou Mirchandani LLP to audit the Registrant's
financial statements for the year ended December 31, 2006, and to review the
Registrant's quarterly financial statements for the three quarters of 2006.

      During the fiscal years ending December 31, 2005, 2004 and 2003, including
the subsequent interim periods through September 30, 2005, and prior to the
appointment of Miller and McCollom, Certified Public Accountants, and Russell
Bedford Stefanou Mirchandani LLP, neither the Registrant, nor anyone on its
behalf, consulted with Cordovano & Honeck LLP, FIIC, Inc.'s prior auditors
Schoonover Boyer + Associates, Miller McCollum or Russell Bedford Stefanou
Mirchandani LLP regarding any of the accounting or auditing concerns stated in
Item 304(a)(2) of Regulation S-B.

Item 8A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

      Based upon representations made by the Registrant's former management
prior to the closing of the Merger, the Registrant's current Chief Executive
Officer and Chief Financial Officer conclude that the Registrant's disclosure
controls and procedures were effective as of December 31, 2005 in timely
alerting the Registrant to material information required to be disclosed in its
Exchange Act filings and ensuring such information is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission's rules and forms.

Changes in Internal Control Over Financial Reporting

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

Item 8B. Other Information.

      On April 6, 2006, the Registrant entered into a consulting agreement with
Mirador Consulting, Inc. ("Mirador") for the provision of investor relations
services, including management of stockholder communications and other corporate
advisory services. Under the terms and conditions of the agreement, Mirador
shall not, without prior written consent from the Registrant, disclose to any
third party any material non-public information or data received from the
Registrant in connection with the services provided or assign or delegate its
responsibilities under the agreement. Under the terms of the agreement, the
Registrant must supply Mirador with accurate and timely information about the
Registrant, its business and its management, and must timely advise Mirador of
any facts that would materially affect the accuracy of any previously provided
information.

      In connection with the services provided under the agreement, the
Registrant shall pay Mirador $3,500 per month, and, upon ratification by the
Board of Directors of the agreement, shall allow Mirador to purchase 250,000
restricted shares of its common stock at par value in reliance on an Investment
Representation Letter, provided as an exhibit to the agreement. The agreement
provides Mirador piggyback registration rights with respect to such restricted
shares at such time as the Registrant files a registration statement with the
SEC registering an amount of securities equal to at least $500,000.


                                       44
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

Directors, Executive Officers and Key Personnel

      Until the merger in February 2005, the following individuals served as the
Registrant's board of directors and executive management:

<TABLE>
<CAPTION>
                                         Year First
                                          Appointed
Name                         Age          Director                       Positions
-----------------------    -------     --------------      -------------------------------------
<S>                          <C>            <C>            <C>
Scott M. Thornock            46             1999           Chief Executive Officer, President,
                                                           Secretary, Treasurer and Director

Bruce A. Capra               52             1999           Chief Financial Officer and Director

Paul J. Zueger               68             1999           Director

Wayne F.J. Yakes, M.D.       52             2000           Director
</TABLE>


                                       45
<PAGE>

      Upon closing of the Merger, the following individuals became the
Registrant's board of directors and executive management:

<TABLE>
<CAPTION>
        Name                 Age                        Position
---------------------      -------      ----------------------------------------------------
<S>                          <C>        <C>
James W. France              59         President, Chief Executive Officer and Director
James E. Bowser              60         Chief Operating Officer and Executive Vice President
Wade Estep, CPA              59         Chief Financial Officer
Robert V.R. Ostrander        61         Vice President, Secretary and Director
Kevin Loychik                40         Director
Brent Peterson               51         Director
Dean Barrett                 62         Director
</TABLE>

James W. France became FIIC's President, Chief Executive Officer and a director
at its inception in January 2005. Mr. France served as Sole Manager of FIIC
Research and Development, LLC ("FIIC LLC") from August 2000 through the present
and is anticipated to remain in these dual roles at least through December 2006.
Mr. France began developing the concept for FIIC, Inc. and its Investor
Protection policy in 1983. From January 2002 to March 2003, Mr. France also
served as Chief Executive Officer of SkyFrames, Inc., a satellite communications
company. Mr. France was a licensed underwriter for the Penn Mutual Insurance
Company from 1970 to 1972, specializing in corporate financial planning and a
licensed securities representative with Greater Ohio Securities, Inc. and
Massachusetts Mutual Insurance Company in 1973. In 1986, he co-founded Digiboard
International Corp., which went public in 1990. In 1988, Mr. France became CEO
for Scriptel Holding, Inc., which was responsible for the development of a new
electronic interface used by pen based computer devices. In addition, throughout
Mr. France's business career he has established several small businesses in the
field of advertising media, technology and corporate finance.

James E. Bowser became FIIC's Chief Operating Officer and Executive Vice
President in January 2005. Since October 1998, Mr. Bowser has served as Chief
Executive Officer of Manchester Exchange Investment Company, a small business
incubator. He has a wide range of business and public company experience,
specializing in asset management, distribution, training and business
statistics. Mr. Bowser has over 20 years experience in investment banking,
focused on small businesses. He holds a B.S. and M.S. in Food Science &
Technology from Ohio State University and an M.B.A. from the University of
Dayton, Ohio.

Wade Estep, CPA, joined FIIC as its Chief Financial Officer in March 2005. Mr.
Estep has been a Certified Public Accountant in the State of Ohio for over
thirty years, and has been a sole practitioner of tax and consulting services
since 1992. His prior work experience includes positions with Coopers and
Lybrand (now PricewaterhouseCoopers) and a real estate property management
company. He currently holds a Series 6 securities license and formerly held an
Ohio Life, Accident and Health Insurance license. He has been an elected
official Clerk Treasurer in Blendon Township, Franklin County, Ohio for over 18
years. Mr. Estep obtained a B.S. degree in accounting from Miami University,
Oxford, Ohio.


                                       46
<PAGE>

Robert V.R. Ostrander joined FIIC at its inception in January 2005 as its Vice
President of Marketing, Sales and Distribution, Secretary and as a director.
Since January 1992, Mr. Ostrander has also served as President of Omni Financial
Securities, a financial planning firm. Concurrently, Mr. Ostrander has engaged
in insurance sales duties for Manex Risk Management, an insurance company, since
January 1981. He has also served as Chairman of the Board of Manchester Exchange
Investment Company since October 1998. Mr. Ostrander began his financial career
in 1968 as an educator in financial planning, risk management, and business
investing, including work experience in these areas with AT&T, Battelle Memorial
Institute, Riverside Hospital, and Liquibox. In 1983, he developed a 160-page
questionnaire-driven process intended to help businesses identify critical needs
and to reduce up to 80% of the items in an operating expense statement. From
1997 to 2005, he served on the board of Pinnacle Data Systems, Inc. (AMEX: PNS).
He is a NASD Licensed Broker with Series 7, 24 and 63, and is licensed in the
State of Ohio to sell Life, Accident and Health Insurance and Annuities. Mr.
Ostrander also holds a Property and Casualty Insurance License in Ohio. Mr.
Ostrander holds a B.S. in Mathematics from Otterbein College.

Kevin Loychik has been a member of the board of directors of FIIC since its
inception in January 2005. Since February 1998, Mr. Loychik has served as Vice
President and Chief Operating Officer of Ohio Auto Delivery, Inc., a
transportation services company. He is a graduate of Youngstown University with
a B.S.B.A. in accounting with a minor in management.

Brent Peterson has been a member of the board of directors of FIIC since its
inception in January 2005. Mr. Peterson is the founder of Glenwood Financial
Corp., and has served as its President since establishing the company in 1994.
Glenwood provides consulting services on corporate finance, mergers &
acquisitions and investor relations to its corporate clients, both public and
private. Prior to starting Glenwood, he was a senior executive consultant with
Health Management, Inc. (HMI), a company involved in HMO management and
providing consulting services to the Assisted Living industry. While at HMI, Mr.
Peterson was responsible for all areas dealing with the public ownership of the
company, and was instrumental in structuring a transaction where another company
subsequently acquired HMI. From 1980 to 1990 Mr. Peterson was in the securities
industry where he acted as a retail broker, trader, General Securities
Principal, and a Financial Operations Principal. While in this field he held the
NASD Series 7, Series 24, Series 27 and life insurance licenses.

Dean Barrett has been a member of the board of directors of FIIC since its
inception in January 2005. Since April 2001, Mr. Barrett has been Principal
Manager of Corporate Management Solutions, LLC, a financial consulting business.
From May 1990 to February 2001, Mr. Barrett was the Group Vice President of
National Bank of Canada's U.S. subsidiary, and previously served as the Bank of
New England's Executive Vice President until is was acquired by National Bank of
Canada. Mr. Barrett has over 34 years of banking industry experience.

      In addition to the directors and executive officers listed above, the
Registrant expects the following individuals to play an integral role in the
launch and growth of its insurance operations. Also, the Registrant will seek to
employ experienced claims adjusters, auditing managers, underwriters and
insurance executives as part of the broader management team, requiring at least
five years hands on experience, principally in the bond field or with indemnity
coverage.

Hubert T. McDonald, 75, will serve as FIIC's Vice President of Administration.
Since September 1999, Mr. McDonald has served as the President of Manchester
Exchange Investment Company. Mr. McDonald has a manufacturing, investment
banking and financial background. As a Certified Financial Planner, Chartered
Financial Consultant and past NASD Licensed Broker with Series 7, 24 and 63, he
is licensed in the State of Ohio for Life, Accident and Health Insurance. He
holds a B.S. in Business from Northern Illinois, an M.S. in Business from Loyola
University, Chicago, and an M.B.A. from Dayton.

Thomas M. O'Leary, 62, will serve as FIIC's Vice President of Underwriting.
Prior to joining FIIC, Mr. O'Leary was a private investor and a consultant
within the electronics industry. Since 1996, he has also served on the board of
directors of Pinnacle Data Systems (AMEX: PNS). He retired in 1996 after over 30
years with AT&T/Lucent Technologies, where he worked in manufacturing,
management, and operations. He also served as a member of the Worthington School
District Board of Education from 1996 to 2001. He holds a B.S. in math and
systems engineering from Illinois State University and a Certificate from the
Pennsylvania State University Executive Management Program.

Scott Smith, 39, will serve as FIIC's Vice President of Information Technology.
Since 1987, Mr. Smith has been employed as a researcher in the National Security
Division at Battelle Memorial Institute, most recently specializing in
configuration management for the ISO 9001 Certified Electronics and Avionic
Systems Product Line. During his 19 year career at Battelle, Mr. Smith has been
a team member on numerous national security related projects, and a leader in
the development of several business management systems. Mr. Smith is a
commercially rated pilot and is pursuing a B.S. in Aviation from Utah Valley
State College.


                                       47
<PAGE>

FIIC also intends to contract with Camelback Captive & Risk Management Services,
LLC, for its initial operations management. Led by its founder, Richard
Marshall, Camelback Captive specializes in the management of risk retention
groups and captive reinsurance companies. Mr. Marshall has over 20 years
experience in the alternative risk transfer mechanism arena, both in the private
and public sectors. Mr. Marshall was the first captive insurance administrator
of the Arizona Department of Insurance, where he was responsible for the
development, licensing and monitoring of Arizona-domiciled Captive and Risk
Retention Groups. During his two year tenure, Arizona issued licenses. Mr.
Marshall has also held senior management positions with several insurance
organizations, including Meadowbrook Insurance Group and Frontier Insurance
Group, focusing on other forms of alternative risk transfer mechanisms, both
domestically and offshore.

Family Relationships

      There were no family relationships among the individuals comprising the
Registrant's board of directors and management as of December 31, 2006, and
there are no family relationships among the individuals who currently serve as
the Registrant's board of directors, management and other key personnel.

Board of Directors' Meetings

      During the fiscal year ending December 31, 2006, the Company held regular
board of directors meetings, approving and/or ratifying the actions of the its
officers by unanimous written consent.

Director Compensation

      During the fiscal year ended December 31, 2006, and to date the
Registrant's directors were not and have not been compensated for serving as
members of the Registrant's board of directors, nor were any of the Registrant's
non-management directors accruing compensation pursuant to any agreement with
the Registrant. Although the Registrant has not yet established a definitive
plan for compensation of its non-management directors, it anticipates that it
will likely provide such directors reimbursement of costs arising from their
director duties and, subsequent to the Registrant's eligibility to register and
registration of the FIIC 2005 Plan, nominal stock options pursuant to the FIIC
2005 Plan.

Audit, Nominating and Compensation Committees

      Concurrent with the closing of the Merger, the Registrant's board of
directors adopted an Audit Committee Charter and appointed Dean Barrett, Brent
Peterson and Kevin Loychik to serve as members of the Audit Committee. These
individuals are all independent directors as defined by Section 10A(m) of the
Exchange Act of 1934 and the rules promulgated there under, and Mr. Loychik
qualifies as a financial expert pursuant to Item 401 of Regulation S-K. The
board also appointed Mr. Loychik as Chairman of the Audit Committee.

      Concurrent with the closing of the Merger, the Registrant's board of
directors adopted a Compensation Committee Charter and appointed Dean Barrett,
Brent Peterson and Kevin Loychik to serve as members of the Compensation
Committee. The board also appointed Mr. Barrett as Chairman of the Compensation
Committee.

      Concurrent with the closing of the Merger, the Registrant's management
adopted and the board of directors ratified a Disclosure Committee Charter,
designed to ensure that accurate and complete information regarding the
Registrant and its operations and financial performance is provided to its
stockholders and the investment community in a timely manner and in compliance
with the requirements of applicable securities laws. The charter appoints the
Registrant's Chief Financial Officer, Chief Executive Officer and Corporate
Secretary (Wade Estep, James France, and Robert V.R. Ostrander, respectively) as
standing members of the Disclosure Committee, with additional members to be
appointed by the Chief Executive Officer and Chief Financial Officer in their
discretion. Mr. Ostrander shall serve Chairman of the Disclosure Committee.


                                       48
<PAGE>

Compliance with Section 16(a) of the Exchange Act

      Section 16(a) of the Exchange Act, and the rules and regulations
promulgated there under, require the Registrant's executive officers, directors
and persons who own more than 10% of a registered class of the Registrant's
equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of the Registrant's common stock and other equity securities on Forms
3, 4 and 5, respectively. These filers are also required by the SEC's
regulations to furnish the Registrant with copies of all Section 16(a) reports
they file. Based solely upon a review of such reports furnished to the
Registrant as of the date of this Annual Report, to our knowledge, the
Registrant's executive officers, directors and greater than 10% beneficial
owners of its common stock during the fiscal year ended December 31, 2005, have
complied with Section 16(a) filing requirements applicable to them during the
fiscal year ended December 31, 2005.

Adoption of a Code of Ethics

      During the 2005 fiscal year and in the interim period prior to the closing
of the Merger on February 28, 2006, the Registrant did not adopt a code of
ethics applicable to its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions principally because the Registrant was terminating its prior
business operations and management believed that communications with legal and
accounting professionals accurately apprised those individuals of their ethical
responsibilities with respect to the Registrant and its shareholders.

      The Registrant has not adopted a Code of Ethics applicable to its
principal executive officer and principal financial officer post-Merger because
the Registrant does not believe that a formal written code of ethics is
necessary at this time given the limited, start-up operations of the Registrant.
The Registrant anticipates it will adopt a code of ethics prior to or concurrent
with the launch of its insurance operations during the 2006 fiscal year.


                                       49
<PAGE>

Item 10. Executive Compensation.

      Prior to the effective time of the Merger, to compensate certain executive
officers, directors and key personnel for their services during the period of
initial organization, the negotiation and consummation of the Merger and the
launch of FIIC's plan of operation, FIIC accrued monthly consulting fees from
February 1, 2005 through December 31, 2006. As of December 31, 2006, FIIC has
paid the monthly consulting fees earned by the listed individuals from October
1, 2005 to December 31, 2006. The following table sets forth information
concerning the compensation of the Registrant's current executive officers,
earned and paid as of December 31, 2006:

<TABLE>
<CAPTION>
                                                                            Consulting            Consulting
                                                                               Fees                  Fees
                                                                           Accrued as of          Paid as of
       Name                               Position                       December 31, 2006     December 31, 2006
-----------------------------------------------------------------------------------------------------------------
<S>                        <C>                                               <C>                  <C>
James France               Chief Executive Officer and President             $ 76,853             $ 84,000
James Bowser               Chief Operating Officer and Executive Vice        $ 45,000             $ 34,000
                           President
Wade Estep                 Chief Financial Officer                           $ 45,000             $ 34,000
Robert Ostrander           Vice President of Marketing, Sales and            $ 45,000             $ 34,000
                           Distribution, Secretary and Director
Hubert McDonald            Vice President of Administration                  $ 45,000             $ 34,000
Thomas O'Leary             Vice President of Underwriting                    $ 45,000             $ 34,000
Scott Smith                Vice President of Information Technology          $ 45,000             $ 34,000
</TABLE>

      The following table sets forth the anticipated annual compensation of the
Registrant's chief executive officer and each of the three other likely most
highly compensated officers, which the Registrant will begin incurring once its
insurance business becomes fully operational and the named individuals execute
employment agreements.

<TABLE>
<CAPTION>
       Name                                 Position                                            Salary
----------------------------------------------------------------------------------------------------------
<S>                        <C>                                                                <C>
James W. France, Jr.       President, Chief Executive Officer                                 $  200,000
James Bowser               Chief Operating Officer and Executive Vice President               $  136,000
Thomas O'Leary             Vice President of Underwriting                                     $   90,000
Scott Smith                Vice President of Information Technology                           $   90,000
</TABLE>

      To date, the Registrant has not adopted any retirement, pension, profit
sharing or insurance programs or other similar programs.

Employment and Severance Agreements

      As noted above, to date the efforts of FIIC's executive officers and key
personnel are primarily for no, nominal and/or deferred compensation. FIIC
intends to enter formal employment agreements with all of its executive officers
and key personnel over the next few months as the company seeks to license and
launch its insurance operations. On February 7, 2006, FIIC executed a written
consulting agreement with Jim France documenting his pre-closing consulting
arrangement and confirming the continuance of such arrangement post-closing
until such time as FIIC has sufficient funds to formalize the terms of and
execute an employment agreement with Mr. France. FIIC anticipates that the terms
of all of its employment agreements with its officers will provide for cash and
equity compensation an appropriate level for a start-up company, but also
recognize the professional experience and forms of expertise each individual
brings to FIIC's business. FIIC also anticipates that its employment agreements
will include provisions setting forth any severance arrangements, as well as
confidentiality and non-competition clauses.

Stock Option Grants

      No stock options were granted to any of the Registrant's directors and
officers during the most recent fiscal year ended December 31, 2006. To date,
the Registrant has not issued any options, as executive compensation or
otherwise, under the FIIC 2005 Plan assumed in the Merger, and does not
anticipate issuing any options, as executive compensation or otherwise, until it
is eligible to register the FIIC 2005 Plan using Form S-8.


                                       50
<PAGE>

Exercises of Stock Options and Year-End Option Values

      No share purchase options were exercised by the Registrant's officers,
directors, and employees during the fiscal year ended December 31, 2006.

Outstanding Stock Options

      The Registrant did not have a stock option plan in place and did not have
any outstanding stock options during the year ended December 31, 2006.
Accordingly, the Registrant's officers and directors during that period did not
hold any options to purchase shares of common stock. To date, the Registrant
does not have any stock options outstanding, under the FIIC 2005 Plan assumed in
the Merger or otherwise, and does not anticipate issuing any options until it is
eligible to register the FIIC 2005 Plan using Form S-8.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

      The following table sets forth information regarding the beneficial
ownership of the shares of the Registrant's common stock as of December 31,
2006, except as noted in the footnotes below, by:

      o     Each person known to be the beneficial owner of 5% or more of the
            outstanding common stock of the Registrant;

      o     Each of the Registrant's executive officers;

      o     Each of the Registrant's directors; and

      o     All of the executive officers and directors as a group.

      Beneficial ownership is determined in accordance with the rules of the
SEC. In computing the number of shares beneficially owned by a person and the
percentage of ownership of that person, shares of common stock subject to
options, warrants or convertible notes held by that person that are currently
exercisable or convertible become exercisable or convertible within 60 days of
December 31, 2006, are deemed outstanding even if they have not actually been
exercised. Those shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.

      As of December 31, 2006, 15,372,258 shares of the Registrant's common
stock were issued and outstanding. Unless otherwise indicated in the table or
its footnotes, the persons and entities named in the table have sole voting and
sole investment power with respect to the shares set forth opposite the
stockholder's name, subject to community property laws, where applicable. Unless
otherwise indicated in the table or its footnotes, the address of each
stockholder listed in the table is c/o FIIC Holdings, Inc., 1585 Bethel Road,
First Floor, Columbus, Ohio 43220.


                                       51
<PAGE>

<TABLE>
<CAPTION>
                                                                                        Beneficially Owned
Name and Address of Beneficial Owner                         Title                        Post-Merger(1)         Percent of Class
------------------------------------          -------------------------------------    --------------------      ----------------

<S>                                           <C>                                           <C>                        <C>
James W. France                               President, Chief Executive Officer &            672,923(2)                4.82%
                                              Director
James E. Bowser                               Chief Operating Officer & Executive             121,842(3)                   *
                                              Vice President
Wade Estep, CPA                               Chief Financial Officer                              --                     --
Robert V. R. Ostrander                        Vice President, Secretary & Director            121,842(4)                   *
Kevin Loychik                                 Director                                        280,781(5)                2.02%
Brent Peterson                                Director                                             --                     --
Dean Barrett                                  Director                                      1,081,657(6)                7.71%
Robert Hernandez                                                                              875,514(7)                6.25%
John P. Schinas Trust                                                                       2,326,806(8)               16.35%

Corporate Management Solutions, LLC                                                           871,960(9)                6.23%
     22021 Brookpark Road
     Suite 100
     Fairview Park, Ohio 44126

Bridge Finance Partners LLC                                                                   823,077(10)               5.93%
     5318 E. 2nd Street
     Suite 491
     Long Beach, California 90803

Accelerate-Financial, Inc.                                                                    825,000                   5.95%
     11 Orchard Road
     Suite 109
     Lake Forest, California 92630

Oceanus Value Fund, L.P.                                                                      982,995(11)               6.62%
     225 North Market Street, Suite 220
     Wichita, Kansas 67202
All executive officers and directors as                                                     2,279,045                  16.03%
a group (7 persons)
</TABLE>

----------

(1)   The calculation of beneficially owned shares and total percentages of
      beneficial ownership do not include any shares that may be issued upon
      conversion of any accrued interest on the outstanding convertible notes.
(2)   Includes 101,922 warrants to purchase shares of the Registrant's common
      stock at any time at an exercise price of $0.87 per share. In conjunction
      with the issuance of the Bridge Note in the Bridge Financing and its
      subsequent amendment, 571,000 of Mr. France's shares are subject to a
      pledge agreement in favor of Oceanus Value Fund, L.P.
(3)   Includes 18,842 warrants to purchase shares of the Registrant's common
      stock at any time at an exercise price of $0.87 per share.
(4)   Includes 18,842 warrants to purchase shares of the Registrant's common
      stock at any time at an exercise price of $0.87 per share.
(5)   Includes 43,781 warrants to purchase shares of the Registrant's common
      stock at any time at an exercise price of $0.87 per share.
(6)   Mr. Barrett and his wife, Rondell Barrett, as joint tenants, owners of
      177,000 shares of the Registrant's common stock and 32,697 warrants to
      purchase shares of the Registrant's common stock at any time at an
      exercise price of $0.87 per share. Mr. Barrett is also the Principal
      Manager of Corporate Management Solutions, LLC, which is the record owner
      of 736,000 shares of the Registrant's common stock and 135,960 warrants to
      purchase shares of the Registrant's common stock at any time at an
      exercise price of $0.87 per share, the beneficial ownership of which is
      attributable to Mr. Barrett and reflected herein.
(7)   Includes 136,514 warrants to purchase shares of the Registrant's common
      stock at any time at an exercise price of $0.87 per share.
(8)   Includes 362,806 warrants to purchase shares of the Registrant's common
      stock at any time at an exercise price of $0.87 per share.
(9)   Includes 135,960 warrants to purchase shares of the Registrant's common
      stock at any time at an exercise price of $0.87 per share.
(10)  Includes 23,077 warrants to purchase shares of the Registrant's common
      stock at any time at an exercise price of $0.87 per share.
(11)  Includes 92,000 shares issuable upon conversion of the Bridge Note from
      the second phase of the Bridge Financing, as amended, which is convertible
      at any time at $1.00 per share, and 890,995 warrants to purchase shares of
      the Registrant's common stock at any time.


                                       52
<PAGE>

Item 12. Certain Relationships and Related Transactions.

Loans from Directors, Officers, and Shareholders of Nicklebys.com, Inc.

      During the fourth quarter of 2005 and the first quarter of 2006,
Nicklebys.com, Inc. executed a number of promissory notes in favor of certain
directors, officers and shareholders, to obtain funds necessary to pay for
professional services in support of the Merger. Just prior to the closing of the
Merger, the Registrant had such notes outstanding in favor of its then chief
executive office, Scott Thornock, its then chief financial office, Bruce Capra,
and in favor of its shareholders, Michael Tanner and James Watson, totaling
$13,000 in outstanding principal. All of the outstanding promissory notes were
repaid, along with any accrued interest, from the cash consideration received by
Nicklebys.com, Inc. from FIIC, Inc. towards settlement of its pre-Merger
liabilities as part of the closing of the Merger.

Loans from Directors, Officers, Stockholders and Affiliated Parties of FIIC,
Inc.

      In August 2005, FIIC executed unsecured promissory notes in favor of four
of its existing stockholders -- Robert Hernandez, Peter Slyman, John P. Schinas
and Dennis Leukart - in an aggregate principal amount of $39,000. As amended in
January 2006, these notes were due in full on March 31, 2006, along with
aggregate accrued interest fees of $19,500. As of May 16, 2007, these notes
remain outstanding.

      FIIC has also been receiving and repaying advances on a regular basis from
its President and Chief Executive Officer, James W. France. On October 21, 2005,
FIIC executed an unsecured promissory note in the principal amount of
$14,223.15, reflecting prior advances made by Mr. France, with interest at 5%
per annum. FIIC used these funds to cover expenses incurred in support of the
then pending Merger, including payment of professional fees and costs incurred
in obtaining the Bridge Financing with Oceanus. As of October 27, 2005, FIIC had
repaid the principal amount of the advances covered by the note and Mr. France
deemed FIIC's obligations under the note fully satisfied.

Database Access and Content License, Hosting and Support Agreement

      James W. France is the founder, President, Chief Executive Officer and a
director of FIIC. Mr. France is also the founder of and serves as the sole
Manager of FIIC Research and Development, LLC ("FIIC LLC"), formed to explore
the feasibility of the concept of the Investor Protection Policy and to develop
the initial data and technology on which the underwriting process for such
policies would rely. A number of other individuals serving as FIIC's initial
executive officers and key personnel are also providing operational leadership
or serving as consultants for FIIC LLC, including James Bowser, Thomas O'Leary
and Scott Smith.

      On March 17, 2005, FIIC entered into a Database Access and Content
License, Hosting and Support Agreement with FIIC LLC; the parties amended this
agreement on November 7, 2005, in relation to the Bridge Financing. FIIC LLC has
developed an extensive database of insurance underwriting data and standards for
use in connection with insurance policies that insure investors against the risk
of the loss of capital in certain business entities (the "Database"). FIIC LLC
hosts the Database, and makes available specially-designed supporting software
applications, together with workflow definitions, decision processes and models
for managing such applications and utilizing the Database (collectively, the
"Database Technology"). FIIC obtained an exclusive and perpetual license to
access the Database and to use the Database Technology to obtain the
underwriting data, standards and other information that the Database contains
for the purpose of underwriting its Investor Protection policies. FIIC also has
the right to grant nonexclusive sublicenses to third parties involved in
underwriting Investor Protection policies. Pursuant to the agreement, FIIC LLC
shall continue to host, maintain and augment the Database and the Database
Technology. Additionally, under the agreement, FIIC LLC continues to retain all
right, title and interest in and to the intellectual property rights in and
underlying the Database Technology.

      In consideration for the license, FIIC issued to FIIC LLC 9,792,000 shares
of its common stock and 5-year warrants to purchase 1,808,307 shares of its
common stock at an exercise price of $0.87 per share, and owes FIIC LLC
$100,000. As a result, the current members of FIIC LLC are also all stockholders
of FIIC. FIIC believes that the license agreement was entered into on terms no
more or less favorable to FIIC than could have been obtained by an unaffiliated
third party.


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<PAGE>

Facilities

      During the 2005 fiscal year, then chief executive officer, Scott Thornock,
provided the Registrant with the facilities necessary to wind down its business
and complete the planned Merger without charge. The Registrant utilized office
space in Aurora, Colorado and then Denver, Colorado during the course of the
2005 fiscal year pursuant to such arrangements with Mr. Thornock.

      FIIC's executive offices are located in Columbus, Ohio, in space leased
from Manchester Exchange Investment Company. James Bowser, FIIC's Chief
Operating Officer and Executive Vice President has served as Chief Executive
Officer of Manchester Exchange Investment Company, a small business incubator,
since 1998, and Robert Ostrander, FIIC's Vice President of Marketing, Sales and
Distribution, Secretary and a director of FIIC, has served as Chairman of the
Board of Manchester Exchange Investment Company since 1998. Effective February
1, 2005, FIIC has been obligated to pay Manchester Exchange Investment Company
$5,000 per month for use of its office space. As of December 31, 2006, $50,000
of the amount owed had been paid and $65,000 has been accrued.

Other Relationships

      Except with respect to the Merger and the notes described above, as of
December 31, 2006, none of the directors or officers of Nicklebys.com, Inc., nor
any individual proposed for appointment as a director pursuant to the Merger,
nor any person who beneficially owned, directly or indirectly, shares carrying
more than five percent of the voting rights attached to the outstanding shares
of Nicklebys.com, Inc., nor any promoter of Nicklebys.com, Inc., nor any
relative or spouse of any of the foregoing persons had any material interest,
direct or indirect, in any actual or proposed transaction during the fiscal
years ended December 31, 2005 or December 31, 2004, which has affected, or will
materially affect the Registrant. None of the directors or officers of
Nicklebys.com, Inc., nor any proposed director appointee was indebted to
Nicklebys.com, Inc. as of December 31, 2006.

Item 13. Exhibits.

(a) The exhibits required to be filed with this Annual Report on Form 10-KSB by
Item 601 of Regulation S-B, as described in the following index of exhibits, are
appended to this Annual Report or incorporated herein by reference, as follows:

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

     2.1    Agreement and Plan of Merger, dated as of July 19, 2005, by and
            among Nicklebys.com, Inc., FIIC, Inc., Nicklebys Acquisition Corp.,
            Scott Thornock, Bruce Capra, Paul Zueger, Michael Tanner and James
            Watson (filed as Exhibit 2.1 to Current Report on Form 8-K filed
            July 20, 2005, and incorporated herein by reference)

     2.2    Amendment No. 1 to Agreement and Plan of Merger dated as of October
            31, 2005, by and among Nicklebys.com, Inc., FIIC, Inc., Nicklebys
            Acquisition Corp., Scott Thornock, Bruce Capra, Paul Zueger, Michael
            Tanner and James Watson (filed as Exhibit 2.1 to Current Report on
            Form 8-K filed November 1, 2005, and incorporated herein by
            reference)

     2.3    Agreement and Plan of Merger, dated February 28, 2006, by and among
            Nicklebys.com, Inc. and FIIC Holdings, Inc. (filed as Exhibit 2.3 to
            Current Report on Form 8-K filed March 6, 2006, and incorporated
            herein by reference)

     3.1    Articles of Incorporation of Nicklebys.com, Inc., filed January 13,
            1999 (filed as Exhibit 3.1 to the Registration Statement on Form
            10-SB/A, File No. 000-33339, filed November 14, 2001, and
            incorporated herein by reference)

     3.2    Articles of Amendment to the Articles of Incorporation of
            Nicklebys.com, Inc., filed January 25, 1999 (filed as Exhibit 3.2 to
            the Registration Statement on Form 10-SB/A, File No. 000-33339,
            filed November 14, 2001, and incorporated herein by reference)

     3.3    Certificate of Correction of Nicklebys.com, Inc. (filed as Exhibit
            3.3 to the Registration Statement on Form 10-SB/A, File No.
            000-33339, filed November 14, 2001, and incorporated herein by
            reference)

     3.4    Certificate of Amendment to Nicklebys.com, Inc. Articles of
            Incorporation (filed as Exhibit 3.1 to Current Report on Form 8-K
            filed March 6, 2006, and incorporated herein by reference)

     3.5    Bylaws of Nicklebys.com, Inc. (filed as Exhibit 3.4 to the
            Registration Statement on Form 10-SB/A, File No. 000-33339, filed
            November 14, 2001, and incorporated herein by reference)

     3.6    Certificate of Incorporation of FIIC Holdings, Inc. (filed as
            Exhibit 3.2 to Current Report on Form 8-K filed March 6, 2006, and
            incorporated herein by reference)


                                       54
<PAGE>

     3.7    Bylaws of FIIC Holdings, Inc. (filed as Exhibit 3.3 to Current
            Report on Form 8-K filed March 6, 2006, and incorporated herein by
            reference)

     4.1    Senior Secured Convertible Promissory Note, in favor of Oceanus
            Value Fund, L.P. (filed as Exhibit 4.1 to Current Report on Form 8-K
            filed March 6, 2006, and incorporated herein by reference)

     4.2    Bridge Financing Warrant, in favor of Oceanus Value Fund, L.P.
            (filed as Exhibit 4.2 to Current Report on Form 8-K filed March 6,
            2006, and incorporated herein by reference) Bridge Financing
            Warrant, in favor of Oceanus Value Fund, L.P. (filed as Exhibit 4.2
            to Current Report on Form 8-K filed March 6, 2006, and incorporated
            herein by reference)

     4.3    Form of FIIC, Inc. Convertible Promissory Note (filed as Exhibit 4.3
            to Current Report on Form 8-K filed March 6, 2006, and incorporated
            herein by reference)

     4.4    Form of FIIC, Inc. Common Stock Purchase Warrant (filed as Exhibit
            4.4 to Current Report on Form 8-K filed March 6, 2006, and
            incorporated herein by reference)

     10.1   Securities Purchase Agreement dated February 28, 2006, by and among
            Nicklebys.com, Inc. and Oceanus Value Fund, L.P. (filed as Exhibit
            10.1 to Current Report on Form 8-K filed March 6, 2006, and
            incorporated herein by reference)

     10.2   Amendment to Securities Purchase Agreement dated February 28, 2006,
            by and among Nicklebys.com, Inc. and Oceanus Value Fund, L.P. (filed
            as Exhibit 10.2 to Current Report on Form 8-K filed March 6, 2006,
            and incorporated herein by reference)

     10.3   Registration Rights Agreement with Oceanus Value Fund, L.P. (filed
            as Exhibit 10.3 to Current Report on Form 8-K filed March 6, 2006,
            and incorporated herein by reference)

     10.4   Pledge Agreement between James W. France and Oceanus Value Fund,
            L.P. in support of Bridge Financing (filed as Exhibit 10.4 to
            Current Report on Form 8-K/A filed March 7, 2006, and incorporated
            herein by reference)

     10.5   Security Agreement in favor of Oceanus Value Fund, L.P. (filed as
            Exhibit 10.5 to Current Report on Form 8K/A filed March 7, 2006, and
            incorporated herein by reference)

     10.6   Subsidiary Guaranty of FIIC, Inc. in favor of Oceanus Value Fund,
            L.P. (filed as Exhibit 10.6 to Current Report on Form 8-K/A filed
            March 7, 2006, and incorporated herein by reference)

     10.7   Database Access and Content License, Hosting and Support Agreement
            with FIIC Research and Development, LLC

     10.8   Amendment No. 1 to Database Access and Content License, Hosting and
            Support Agreement with FIIC Research and Development, LLC

     10.9   2005 Stock Option, Deferred Stock and Restricted Stock Plan

     10.10  Form of Stock Option Agreement (Executive)

     10.11  Form of Stock Option Agreement (Super Executive)

     10.12  Form of Restricted Stock Agreement (Executive)

     10.13  Form of Restricted Stock Agreement (Super Executive)

     10.14  Consulting Agreement with James France

     10.15  Sublease Agreement with Manchester Exchange Investment Company

     10.16  Consulting Agreement with Mirador Consulting, Inc.


                                       55
<PAGE>

      21.1  Subsidiaries

      24.1  Power of Attorney (included on signature page).

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

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

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

Item 14. Principal Accountant Fees and Services.

The Registrant retained Schoonover Boyer & Associates to provide services for
the 2005 fiscal year, and Russell Bedfor Stefanou Mirchandani LLP to provide
services for the 2006 fiscal year as follows:

                                                      2006 Fees    2005 Fees
                                                      ---------    ---------
Audit Fees(1)                                         $ 114,661    $  19,874
Tax Fees                                                     --           --
All Other Fees                                               --           --

      (1)   "Audit Fees" consist of fees billed for professional services
            rendered for the audit of the Registrant's annual financial
            statements for the years ended December 31, 2006 and December 31,
            2005, and for the review of the Registrant's interim financial
            statements included in its 2006 quarterly reports and services
            performed during 2006 and 2005 that are normally provided by the
            Registrant's principal accountants in connection with statutory and
            regulatory filings or engagements.

Pre-Approval Policy

From inception through the closing of the Merger and Reincorporation, the
Registrant did not have an audit committee, relying instead on the board of
directors as a whole to evaluate and pre-approve all services provided by our
auditors. The Registrant now has an Audit Committee, as described under Item 9.
Prior to the engagement of our current independent registered accounting firm
for any non-audit or non-audit related services, the Audit Committee must
conclude that such services are compatible with Russell Bedford Stefanou
Mirchandani LLP's independence as the Registrant's auditors.


                                       56
<PAGE>

                                   SIGNATURES

In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                         FIIC HOLDINGS, INC.

Date May 17, 2007        /s/ James W. France
                         -----------------------------------------------------
                         James W. France, Jr., President and Chief Executive
                         Officer (Principal Executive Officer)

Date May 17, 2007        /s/ Wade L. Estep
                         -----------------------------------------------------
                         Wade L. Estep, Chief Financial Officer (Principal
                         Financial and Accounting Officer)

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James W. France, his true and lawful
attorney-in-fact and agent with full power of power substitution and
resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign this Annual Report on Form 10-KSB, and to file any and all
amendments to this Annual Report on Form 10-KSB, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with Securities and
Exchange Commission, granting unto said attorney-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent thereof.

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

Date May 17, 2007                      /s/ James W. France
                                       ----------------------------------------
                                       James W. France, Director

Date May 17, 2007                      /s/ Brent L. Peterson
                                       ----------------------------------------
                                       Brent L. Peterson, Director

Date May 17, 2007                      /s/ Dean R. Barrett
                                       ----------------------------------------
                                       Dean R. Barrett, Director

Date May 17, 2007                      /s/ Kevin M. Loychik
                                       ----------------------------------------
                                       Kevin M. Loychik, Director


                                       57
<PAGE>

                                  Exhibit Index

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

     10.7   Database Access and Content License, Hosting and Support Agreement
            with FIIC Research and Development, LLC

     10.8   Amendment No. 1 to Database Access and Content License, Hosting and
            Support Agreement with FIIC Research and Development, LLC

     10.9   2005 Stock Option, Deferred Stock and Restricted Stock Plan

     10.10  Form of Stock Option Agreement (Executive)

     10.11  Form of Stock Option Agreement (Super Executive)

     10.12  Form of Restricted Stock Agreement (Executive)

     10.13  Form of Restricted Stock Agreement (Super Executive)

     10.14  Consulting Agreement with James France

     10.15  Sublease Agreement with Manchester Exchange Investment Company

     10.16  Consulting Agreement with Mirador Consulting, Inc.

     21.1   Subsidiaries

     24.1   Power of Attorney (included on signature page).

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

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

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


                                       58