**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, 2005





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


For
      the
      transition period from _____________________ to ______________





Commission
      file number 000-33339





**FIIC
      HOLDINGS, INC.**





(Exact
      name of small business issuer as specified in its charter)





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





1585
      Bethel Road, First Floor, Columbus, Ohio 43220





(Address
      of principal executive offices) (Zip Code)





(614)
      326-5469





(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.
      o





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





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
o





Issuer
      revenues for its most recent fiscal year:  $1,400.





Aggregate
      market value of the voting stock held by non-affiliates: $6,025,697, based
      on
      last reported sales price of such stock on the Over-The-Counter Bulletin Board
      of $0.52 per share on March 31, 2006. 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
      11,587,879 shares of common stock.




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




Common
      Stock:
      13,866,924




Transitional
      Small Business Disclosure Format:   Yes o  No
x









**TABLE
      OF CONTENTS**




Page


CAUTIONARY
                NOTE ABOUT FORWARD-LOOKING STATEMENTS
              3PART
                  I
              
              3Item
                  1.
              Description
                  of Business
              3Item
                  2.
              Description
                  of Property
              24Item
                  3.
              Legal
                  Proceedings
              24Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              24PART
                  II
              
              24Item
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              25Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              30Item
                  7.
              Financial
                  Statements
              37Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting and Financial
                  Disclosure
              38Item
                  8A.
              Controls
                  and Procedures
              38Item
                  8B.
              Other
                  Information
              38PART
                  III
              
              38Item
                  9.
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance With
                  Section
                  16(a) of the Exchange Act
              39Item
                  10.
              Executive
                  Compensation
              43Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              45Item
                  12.
              Certain
                  Relationships and Related Transactions
              46Item
                  13.
              Exhibits
              48Item
                  14.
              Principal
                  Accountant Fees and Services
              50SIGNATURES
              
              51




2


**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:




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




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




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




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




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




·
            market
                acceptance of our products and
                services;




·
            the
                accuracy of our underwriting model;




·
            variations
                in quarterly operating results;




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




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




·
            general
                economic and other national
                conditions.




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




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**




Incorporated
      in Colorado on January 13, 1999 as Nicklebys.com, Inc., from incorporation
      until
      August 2003, the Registrant focused acquiring fine art, antiques and
      collectibles and offering these items for auction via its website. The
      Registrant developed an Internet-based auction program through which buyers
      were
      provided an entertaining, intuitive, easy-to-use environment to browse and
      buy a
      variety of artwork and collectibles. The Registrant then launched a second
      Internet-based auction in order to enable other art galleries, showrooms,
      antique dealers, designers, art service providers and related businesses to
      take
      advantage of its interactive auction and other technologies and web traffic.
      Each piece of artwork sold, including serigraphs, etchings, pastels,
      lithographs, mezzotints, woodcuts, engravings, sculptures and other contemporary
      pieces, came accompanied by a biography of the artist, a full color photograph,
      a certificate of authenticity and an appraisal. In addition, the Registrant
      bought and sold antiques, artifacts and collectibles, a limited selection of
      jewelry, a variety of decorative art pieces, and limited edition prints, posters
      and reproductions. The Registrant obtained its inventory from, among others,
      estates, private parties, collectors and publishers. The Registrant also sold
      a
      limited number of items on consignment from the personal collections of its
      executive officers, including Messrs. Scott M. Thornock and Bruce A. Capra.




Although
      the Registrant sought to provide a broad selection of quality items, a
      user-friendly web site, and strong customer service, operations did not fulfill
      management’s business objectives or attain profitability for several reasons,
      including undercapitalization, lack of sufficient market penetration, and
      general economic conditions, all of which limited the availability of revenues
      and working capital upon which the Registrant’s business model relied. As a
      result, in August 2003, the Registrant’s board of directors approved a business
      restructuring plan designed to attain profitability by reducing expenses.
      However, the company continued to face declining operations, increased losses
      and the high costs associated with remaining a public company, and by mid-2004
      the Registrant decided to terminate its active business, sell its remaining
      inventory, and capitalize on what the company perceived to be its most
      marketable asset — its status as a public reporting company.




As
      of
      December 31, 2004, the Registrant had terminated its business, including its
      website, terminated its employees, sold most of its assets and inventory,
      terminated its prior marketing arrangements with eBay, and hired
      related  entity
      Estate Traders, LLC, owned by then chief financial officer, Bruce Capra, to
      liquidate any remaining marketable inventory. Having determined that it would
      be
      in the best interests of the company’s shareholders to evaluate a merger with a
      non-public company with a potentially more profitable business model than the
      existing auction business, the Registrant began evaluating potential merger
      candidates. Throughout the 2005 fiscal year, then 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.




As
      a
      result of the Registrant’s initial search for potential merger partners, the
      Registrant entered a letter of intent to merge with Telzuit Technologies, LLC,
      a
      Florida limited liability company which is developing and marketing a heart
      monitoring device (“Telzuit”), on January 18, 2005. After execution of the
      letter of intent, the Registrant and Telzuit conducted due diligence activities
      and negotiated a definitive merger agreement. However, when the parties
      presented the agreement to their respective boards of directors, Telzuit’s board
      declined to approve the proposed agreement and voted to terminate the
      transaction. On April 13, 2005, the Registrant announced that merger
      negotiations with Telzuit had terminated and that it would continue to seek
      a
      merger with a privately-held operating company.




**Merger
      with FIIC, Inc., Reincorporation and Name Change**




During
      the 2005 fiscal year, the Registrant’s sole business function remained locating
      a private operating company with whom to combine.  After additional
      research on potential merger candidates, the Registrant eventually was
      introduced to FIIC, Inc. in June 2005. In June 2005, the Registrant and FIIC,
      Inc. began conducting extensive due diligence on each other, and each ultimately
      determined that the other was a suitable candidate for a merger. Throughout
      June
      and July 2005, the representatives of the parties, including Mr. Thornock,
      James
      France, CEO of FIIC, and the companies’ respective legal counsel engaged in a
      number of meetings and conference calls during which the parties discussed
      a
      possible merger transaction between the Registrant and FIIC, Inc. The parties
      discussed the value that FIIC, Inc. placed on the Registrant’s status as a
      public company and the possibility of a reverse merger to allow FIIC, Inc.
      to
      become a public company without incurring the expenses associated with an
      initial public offering. The parties also discussed FIIC’s business plans and
      the Registrant’s capital structure. The companies then consulted with their
      respective financial, legal and tax advisors regarding the financial terms
      and
      structure of a proposed reverse merger. Thereafter, the principals of NBYS
      and
      FIIC agreed to the terms pursuant to which the Registrant would act as the
      publicly traded company to effectuate a reverse merger, including that,
      simultaneously with a proposed merger, the Registrant would complete the final
      termination of any remaining elements of its prior business and distribute
      any
      remaining assets or liabilities not covered by the merger
      consideration.




4




During
      the course of the due diligence and negotiation process, the parties also
      determined that a reverse stock split and the cancellation of up to 500,000
      (pre-split) shares of the Registrant’s existing, outstanding common stock would
      assist in making shares of the Registrant’s common stock more valuable merger
      consideration for FIIC, Inc.’s stockholders, increasing the likely success of
      the transaction. To this end, Scott Thornock, Bruce Capra, Paul Zueger, Michael
      Tanner and James Watson volunteered to cancel some of their shares for cash
      consideration effective just prior to the closing of the Merger. Also, Mr.
      Thornock and Mr. Capra agreed to continue to forbear payment of certain amounts
      owed by NBYS to them as individuals pending the settlement of such amounts
      in
      cash, or for Mr. Capra in distributed assets as well, concurrent with the
      closing of the Merger. Further, the parties agreed that concurrently with the
      closing of the Merger, the Registrant would reincorporate to the State of
      Delaware and change its name to FIIC Holdings, Inc.




The
      Registrant’s board ultimately determined that, of the potential merger
      candidates its management had examined, the proposed transaction with FIIC,
      Inc.
      represented a strong opportunity for the Registrant’s shareholders to obtain
      value for Nicklebys.com, Inc.’s status as a public company and to obtain an
      interest in a company with a defined business plan, experienced management
      and
      growing operations. On July 19, 2005, the parties signed a definitive Agreement
      and Plan of Merger (the “Merger Agreement”) and the related Escrow and Share
      Cancellation Agreement (the “Share Cancellation Agreement”), and the Registrant
      filed a Current Report on Form 8−K reporting its entry into a material,
      definitive agreement. On October 31, 2005, the parties amended the Merger
      Agreement to allow additional time to complete the drafting and filing of the
      necessary proxy documentation for solicitation of the approval of their
      respective securityholders, and the Registrant filed a Current Report on Form
      8−K reporting its change.




From
      June
      2005 through the end of the fiscal year, the Registrant focused on the
      termination of its prior business activities, complying with its reporting
      obligations and taking such actions necessary to effectuate the Merger,
      including incorporating its subsidiary, Nicklebys Acquisition Corp. (the “Merger
      Sub”), in Nevada. On December 12, 2005, the Registrant filed a preliminary proxy
      statement on Schedule 14A with the Securities and Exchange Commission. The
      Registrant subsequently filed a definitive proxy statement on Schedule 14A,
      which was mailed to the shareholders on January 17, 2006, to solicit their
      proxy
      to vote on the Merger at a special meeting of the Registrant’s shareholders held
      February 7, 2006. 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. Both the Registrant’s shareholders and the FIIC,
      Inc. stockholders approved the Merger and all related proposals at the special
      meetings.




Prior
      to
      the closing of the Merger, pursuant to the Merger Agreement, the Registrant
      effectuated a 1-for-2.00317 reverse stock split of its common stock. On February
      28, 2006, the Merger Sub was merged with and into FIIC, Inc., the separate
      existence of Merger Sub ceased, and FIIC, Inc. continued as the surviving
      corporation at the subsidiary level. The Registrant issued shares of its common
      stock on a one-for-one basis to the stockholders of FIIC, Inc. in exchange
      for
      100% of the issued and outstanding shares of common stock of FIIC, Inc.
      Additionally, 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.
      The Registrant also issued a new convertible senior secured promissory note
      in
      exchange for FIIC, Inc.’s existing outstanding senior secured promissory note
      from FIIC Inc.’s November 2005 Bridge Financing (as defined and described under
“Recent Sales of Unregistered Securities under Item 5) and executed an amendment
      to the related securities purchase agreement. Further to the Merger, the
      Registrant assumed the FIIC 2005 Stock Option, Deferred Stock and Restricted
      Stock Plan (the “FIIC 2005 Plan”) as its stock option plan, canceled 500,000
      shares of its pre-split common stock held by certain shareholders pursuant
      to
      the Share Cancellation Agreement, and distributed the remaining Nicklebys.com,
      Inc. assets held prior to the Merger to former Chief Financial Officer, Bruce
      Capra, in exchange for cancellation of a certain debt owed to Mr. Capra by
      Nicklebys prior to the effective date of the Merger Agreement. These assets,
      all
      of which were works of art which the Registrant failed to sell during the
      liquidation of its inventory, have been deemed unsaleable on the Registrant’s
      financial statements. FIIC, Inc. also provided the Registrant approximately
      $87,000 for the satisfaction of Nicklebys’ remaining pre-Merger liabilities, and
      the Registrant shall continue to cover up to an additional $13,000 of Nicklebys’
closing costs post-Merger.




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




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. Although the business seeking investment shall be the
      policyholder, the terms and conditions of the policy shall obligate the
      purchasing business to assign certain policyholder rights to each qualified
      outside investor, subject to a contractual agreement between the business and
      the investor upon which issuance of the policy is contingent. In the event
      of a
      covered business failure, the insured investors 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




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.
      Further, FIIC will seek to promote market confidence by assisting investors
      in
      becoming better prepared when considering 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. 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.




***Insurance
      Entities***




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




·
            Federated
                Investors Insurance Company Risk Retention Group (“FIIC RRG”) shall write
                the Investor Protection policies;




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




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




7




*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 policyholders, the businesses purchasing the Investor
      Protection policies. Although the business seeking investment shall be the
      policyholder, the purchasing business will be obligated to assign certain
      policyholder rights to the each qualified outside investor, subject to a
      contractual agreement between the business and the investor upon which issuance
      of the policy is contingent. 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 and Securities Regulation (“D.C. DISR”), 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 50% of the net commissions on premiums collected shall be ceded
      to
      FIC from RRG, with FIIC RRG assuming 50% and FIC assuming 50% 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. DISR, 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 2% of
      all
      businesses insured by FIIC RRG.




Of
      the
      annual average 120,000 new businesses started in the United States in 1997,
      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
      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




*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 Dun & Bradstreet
      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




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




***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’ 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 Dun
      & Bradstreet, 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.




***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.




***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; FIIC’s Vice
      President of Marketing, Sales and Distribution, Robert V.R. Ostrander, has
      obtained such licensing. In addition, James W. France just needs to pass the
      P&C insurance exam to become licensed. FIIC RRG will require certification
      from the D.C. DISR, as will FIC. Prerequisites receiving the required
      certifications include submission of a Plan of Operation, an actuarial
      Feasibility Study, and funding of a working capital reserve; FIIC has yet to
      complete these latter two steps towards certification for FIIC RRG and FIC.
      Prior to marketing in a state, FIIC must submit an application including its
      Feasibility Study, often with small fee, 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. DISR
      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




***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, 2005, FIIC already
      had
      an accumulated deficit of approximately $1,006,050. 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




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:




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




·
            the
                additional cost of obtaining an Investor Protection
                policy;




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




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




·
            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:




·
            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;




·
            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;




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




·
            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




**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:




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




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




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




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




Disruption
      or termination of 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




**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




**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:




·
            expose
                FIIC to liability;




·
            increase
                FIIC’s expenses relating to resolution of these
                breaches;




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




·
            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




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




While
      Mr.
      France and other members of the FIIC management team have spent several years
      developing the concept of the Investor Protection policy, most of the management
      team does not have any experience with insurance company formation or the
      day-to-day operation of insurance entities. FIIC’s executive management has
      undertaken significant efforts to become more educated about insurance company
      formation and management; Robert Ostrander, FIIC’s Vice President, Secretary and
      a director of FIIC has
      become a licensed insurance broker. In addition, management plans to hire a
      number of individuals with more significant insurance company 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 and Securities Regulation 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:




·
            approval
                of premium rates for insurance;




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




·
            limitations
                on types and amounts of
                investments;




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




·
            regulation
                of dividend payments and other transactions between
                affiliates;




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




·
            licensing
                of insurers and agents;




·
            regulation
                of reinsurance;




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




·
            regulation
                of underwriting and marketing
                practices;




·
            deposits
                of securities for the benefit of
                policyholders;




·
            approval
                of policy forms;




·
            methods
                of accounting; and




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




18




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. DISR, 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
      insureds will not file claims in number or scope in excess of FIIC’s
      expectations or that 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. DISR, 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




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. However,
      if FIIC does not complete the Private Placement within 90 to 120 days after
      the
      Merger resulting in $2.5 million gross proceeds as sought, it will need to
      seek
      additional funds from public and private stock offerings, borrowings under
      credit lines or other sources because, pursuant to district and federal
      insurance law, the Washington, D.C. Department of Insurance and Securities
      Regulation (“D.C. DISR”), requires a company to maintain one dollar in working
      capital on reserve for every $2.00 of insurance premium to be written prior
      to
      the establishment and licensing of a risk retention group, or RRG. FIIC is
      in
      the process of preparing an application for the establishment and licensing
      of
      an RRG for submission to the D.C. DISR, pending the funding of a required
      actuarial feasibility study and the necessary working capital reserve. FIIC
      anticipates filing of the complete application during the second quarter of
      2006. If FIIC is unable to fund or successfully complete the required study
      or
      the minimum working capital reserve, then it will be unable to launch its
      operations. Since the funds in the working capital reserve cannot be used to
      fund operations, FIIC may also need additional capital to continue to grow
      its
      business in keeping with market demand if early product sales are
      steady.




20




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




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




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




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




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




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




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




**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 noteholder, 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 noteholder chooses not to convert
      the note to alternatively satisfy such obligations, under the pledge agreements
      the noteholder would be entitled to the pledged shares. Although the noteholder
      could not obtain control of the Registrant upon receipt of the pledged shares
      and exercise of its warrant to purchase common stock, the noteholder 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.




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 noteholder seeks to exert control over the rights
      to
      the FIIC Database Content and Technology on which the FIIC business model
      relies, the noteholder 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




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:




·
            future
                offerings;




·
            changes
                in interest rates;




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




·
            variations
                in quarterly operating results;




·
            the
                depth and liquidity of the market for FIIC’s common
                stock;




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




·
            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




·
            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




**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.




**Item
      3.**  **Legal
      Proceedings** .




The
      Registrant is not party to any pending legal proceeding 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.




**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:




***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.”***




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”).




24




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.







**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. 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:




25




**Closing
                Bid****Fiscal
                Year Ended December 31, 2005**
            
            **High**
            
            **Low**Quarter
                Ended
                December 31, 2005
            
            
            $
            0.35
            
            $
            0.30Quarter
                Ended September
                30, 2005
            
            
            
            1.25
            
            
            0.30Quarter
                Ended June 30,
                2005
            
            
            
            0.51
            
            
            0.25Quarter
                Ended March
                31, 2005
            
            
            
            0.51
            
            
            0.40**Fiscal
                Year Ended December 31, 2004**
            
            
            **High**
            
            
            **Low**Quarter
                Ended December 31,
                2004
            
            
            $
            0.40
            
            $
            0.40Quarter
                Ended
                September 30, 2004
            
            
            
            0.51
            
            
            0.40Quarter
                Ended June
                30, 2004
            
            
            
            1.25
            
            
            0.05Quarter
                Ended March
                31, 2004
            
            
            
            0.05
            
            
            0.05





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, 2006, 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:




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




·
            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:




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




·
            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,




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




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




Disclosure
      also has to be made about




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




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




·
            current
                quotations for the securities, and




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




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




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, 2005, the Registrant had 101 shareholders of record, holding a
      total of 2,901,011 outstanding shares of common stock. As of April 5, 2006,
      the
      Registrant had 132 stockholders of record, holding a total of 13,866,924
      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, 2005, 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 donee 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. 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.




27




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, 2005, and to date, no options, deferred stock or restricted stock
      awards had been granted.




***FIIC
      Holdings, Inc. Equity Compensation Arrangements***




As
      of
      March 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:




**Equity
                Compensation Plan Information**Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted-average
                exercise price of outstanding options, warrants and rights
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))Equity
                compensation plans approved by security holders(1)
            --
            --
            1,854,883Equity
                compensation plans not approved by security holders(2)
            4,970,917
            $0.7541
            --Total
            4,970,917
            $0.7541
            1,854,883




(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
      securityholders .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. issued1,808,307warrants
      to purchase shares of its common stock to FIIC Research & Development, LLC
      (“FIIC LLC”), as part of the consideration for theperpetual,
      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 1,661,538 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 March 31, 2006, is
      convertible into 92,000 shares of the Registrant's common
      stock.




28




**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,
      2005. 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 or the
      Registrant’s receipt of equity or debt financing in excess of $500,000. If the
      Registrant receives such financing prior to May 29, 2006, the Registrant
      must pay Oceanus the lesser of 50% of the amount of the financing or the balance
      owed on the note, including interest. 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.





**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.




**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.*




29




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.




**NICKLEBYS.COM,
      INC.**




**Executive
      Overview**




After
      having restructured its business in 2003 to reduce costs and attempt to attain
      profitability by reducing its expenses, Nicklebys.com, Inc. continued to face
      declining operations, increased losses and the high costs associated with
      remaining a public company. By mid-2004, the board of directors and management
      of Nicklebys.com, Inc. decided to terminate its active business, sell its
      remaining inventory, and capitalize on what the company perceived to be its
      most
      marketable asset — its status as a public reporting company. As of December 31,
      2004, the Registrant had terminated its business, including its website,
      terminated its employees, sold most of its assets and inventory, terminated
      its
      prior marketing arrangements with eBay, and hired related entity Estate Traders,
      LLC for liquidation of any remaining marketable inventory.




Having
      determined that it would be in the best interests of the company’s shareholders
      to evaluate a merger with a non-public company with a potentially more
      profitable business model than its prior auction business, the management of
      Nicklebys.com, Inc. began evaluating potential merger candidates in mid-2004.  During
      the 2005 fiscal year, the Registrant’s sole business function remained locating
      a private operating company with whom to combine. As a result of the company’s
      initial search for potential merger partners, Nicklebys.com, Inc. entered a
      letter of intent to merge with Telzuit Technologies, LLC, a Florida limited
      liability company which is developing and marketing a heart monitoring device
      (“Telzuit”), on January 18, 2005. After execution of the letter of intent, the
      parties conducted due diligence activities and negotiated a definitive merger
      agreement. However, when the parties presented the agreement to their respective
      boards of directors, Telzuit’s board declined to approve the proposed agreement
      and voted to terminate the transaction. On April 13, 2005, Nicklebys.com, Inc.
      announced that merger negotiations with Telzuit had terminated and that it
      would
      continue to seek a merger with a privately-held operating company.




After
      additional research on potential merger candidates, Nicklebys.com, Inc.
      eventually was introduced to FIIC, Inc. in June 2005. In June 2005,
      Nicklebys.com, Inc. and FIIC, Inc. began conducting extensive due diligence
      on
      each other, and each ultimately determined that the other was a suitable
      candidate for a merger. Throughout June and July 2005, the representatives
      of
      the parties, including Scott Thornock, then chief executive officer of the
      Registrant, James France, Chief Executive Officer of FIIC, and the companies’
respective legal counsel engaged in a number of meetings and conference calls
      during which the parties discussed a possible merger transaction between the
      Registrant and FIIC, Inc. Through the end of the fiscal year, Nicklebys.com,
      Inc. focused on the termination of its prior business activities, complying
      with
      its reporting obligations and taking such actions necessary to effectuate the
      negotiated merger transaction with FIIC, Inc.




The
      following discussion and analysis covers material changes in the financial
      condition of Nicklebys.com, Inc. since December 31, 2003 and prior to the
      closing of the Merger on February 28, 2006, and material changes in its results
      of operations for the year ended December 31, 2005, as compared to the year
      ended December 31, 2004 and material changes in its results of operations for
      the year ended December 31, 2004, as compared to the year ended December 31,
      2003. Since Nicklebys.com, Inc. ceased fully operating its business during
      the
      2004 fiscal year, comparison of such financial results are not indicative of
      two
      years of regular operations of Nicklebys.com, Inc.; since the company has since
      merged with FIIC, Inc. and assumed a new business model, such financial results
      are also not indicative of the Registrant’s operations post-Merger.




30




**Results
      of Operations**




***Operating
      Policies***




When
      Nicklebys.com, Inc. was operational, sales and marketing expenses consisted
      primarily of advertising, tradeshow and other promotional costs. Product
      development expenses consisted primarily of employee compensation and payments
      to outside contractors. General and administrative expenses consisted primarily
      of employee compensation, provision for doubtful accounts, insurance, fees
      for
      external professional advisors and corporate overhead allocations and in 2003,
      an impairment loss. Interest and other net income consisted of interest earned
      on cash, cash equivalents and investments as well as other miscellaneous
      non-operating transactions. Interest expense consisted of interest charges
      the
      company’s credit card purchases. As Nicklebys.com, Inc. cut back and ultimately
      terminated its business operations in 2005, its expenses consisted primarily
      of
      fees for external professional advisors (legal and accounting) in direct
      relation to its discontinued operations and efforts to close the
      Merger.




***Year
      Ended December 31, 2005 In Comparison to Year Ended December 31,
      2004***




Nicklebys.com,
      Inc. incurred a net loss of $(52,670) ($0.02 per share) for the year ended
      December 31, 2005, as compared to a net loss of $(88,844) ($0.03 per share)
      for
      the year ended December 31, 2004. The decrease in net loss is due to the further
      winding down of the Registrant’s prior
      business as focus shifted to finding and completing a merger, although the
      costs
      of marketing the Registrant’s remaining inventory exceeded the revenues derived
      from selling or otherwise disposing of such inventory.




Sales
      revenues decreased from $37,679 for the year ended December 31, 2004, to $1,400
      for the year ended December 31, 2005, primarily due to the final termination
      of
      the Registrant’s prior business plan. During the year ended December 31, 2004,
      the company sold or transferred to creditors a substantial portion of its
      inventory, and sought to sell or transfer the remainder of its assets during
      the
      year ended December 31, 2005, to complete the winding down of its operations.
      In
      2004, the company paid Estate Traders commissions totaling $13,416 on sales,
      but
      in 2005, Estate Traders waived all commissions on the minimal sales made. Any
      remaining inventory, works
      of
      art which Nicklebys failed to sell during the liquidation of its inventory, was
      deemed unsaleable and was distributed to Mr. Bruce Capra at
      closing of the Merger in
      exchange for cancellation of a certain debt owed to Mr. Capra by Nicklebys
      prior
      to the effective date of the Merger Agreement.




General
      and administrative expenses decreased from $21,800 for the year ended December
      31, 2004, to $58 for the year ended December 31, 2005, primarily due to the
      prior termination of all employees and the classification of service provider
      costs as relating to discontinued operations.




***Year
      Ended December 31, 2004 In Comparison to Year Ended December 31,
      2003***




Nicklebys.com,
      Inc. incurred a net loss of $(88,844) ($0.03 per share) for the year ended
      December 31, 2004, as compared to a net loss of $(230,127) ($.08 per share)
      for
      the year ended December 31, 2003. The reduction in the company’s net loss was
      due to a reduction in its level of operations. However, in both 2003 and 2004,
      the costs of acquiring and marketing the company’s inventory exceeded the
      revenues derived from selling such inventory.




Sales
      revenues decreased from $227,409 for the year ended December 31, 2003, to
      $37,679 for the year ended December 31, 2004, primarily because of the company’s
      move away from its prior business model during the 2004 fiscal year, including
      cessation of the purchasing of new inventory and decrease in active marketing
      of
      its remaining inventory. The company’s cost of sales decreased correspondingly
      from $234,895 in the year ended December 31,
      2003, to $46,429 in the year ended December 31, 2004. During the fiscal years
      ended 2003 and 2004, the company reduced its minimum bid price in Internet
      auctions in certain, limited cases, which contributed to its negative margins.
      By December 31, 2004, the company had sold or transferred to creditors a
      substantial portion of its inventory, and intended to sell or transfer the
      remainder of its assets during the year ended December 31, 2005.




General
      and administrative expenses decreased from $142,246 for the year ended December
      31, 2003, to $49,800 for the year ended December 31,
      2004, primarily because Nicklebys.com, Inc. terminated all of its employees
      during the period and ceased substantially all of its operations. Sales and
      marketing expenses decreased from $68,463 to $13,416, respectively, for the
      year
      ended December 31, 2003, as compared to the year ended December 31, 2004 because
      of a lack of inventory and the company’s focus on terminating
      operations.




31




***Critical
      Accounting Policies, Judgments and Estimates***




The
      preparation of Nicklebys.com, 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 2004 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.




*Estimate
      of Inventory's Value: Lower of Cost or Market*




Nicklebys.com,
      Inc. estimated known losses in inventory and recognized them in the period
      of
      occurrence. During the 2004 fiscal year, the company recorded a charge totaling
      $15,000 to reduce its inventory value to estimated market cost. During fiscal
      year 2005, the company reflected its reductions in inventory value as part
      of
      its total expenses related to its discontinued operations.




*Estimate
      of Property and Equipment's Net Realizable Value*




During
      the 2003 fiscal year, Nicklebys.com, Inc. recorded an impairment charge totaling
      $6,275 as a result of a review of its operational assets conducted by
      management. Management estimated these impairment losses because of a
      significant change in the extent or manner in which the subject assets were
      used. The loss reflects a reduction in the service lives of equipment which
      were
      no longer used in day-to-day operations. The impairment loss was charged to
      general and administrative expenses.




**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. Beginning in the 2003 fiscal year, Nicklebys.com, Inc., began
      to abandon its internet art auction business model, sell off its remaining
      inventory and seek other business opportunities. During the 2003 fiscal year,
      Nicklebys.com, Inc. terminated its employees, relocated to the premises of
      an
      affiliate, Estate Traders, LLC, and contracted with Estate Traders, LLC, to
      sell
      its remaining inventory. Nikclebys.com, Inc. initially compensated Estate
      Traders, LLC, through a commission arrangement, paying 30-50 percent of each
      sale, reported as general and administrative expenses. 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.




32




**FIIC
      HOLDINGS, INC.**




**Overview**




Since
      FIIC’s incorporation in January 2005, FIIC has had no revenue and only start-up
      operations. Upon receipt of the necessary governmental approvals and licenses
      and establishment of its planned insurance subsidiaries, FIIC plans 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: Federated Investors Insurance Company Risk Retention
      Group, to underwrite and issue insurance policies; Federated Insurance Captive,
      an agency captive insurance company providing reinsurance; and Federated Group
      Agency, a master group agency providing operational services. FIIC anticipates
      receipt of the necessary licenses from the District of Columbia Department
      of
      Insurance and Securities Regulation (“D.C. DISR”) and from one state, likely
      Ohio, during the third quarter of 2006. Until such time, all start-up costs,
      such as the reserve requirements and initial working capital for establishment
      of these entities, any operational expenses, and other requirements will be
      funded by a combination of debt and equity financing.




The
      following discussion of FIIC’s financial condition and results of operations as
      of December 31, 2005 should be read in conjunction with its financial statements
      and the related notes as incorporated by reference under Item 7, and the other
      financial and business information provided in this Annual Report. Within the
      following discussion, the terms “FIIC,” “we,” “us,” and “our” refer to FIIC,
      Inc. and FIIC Holdings, Inc.




**Plan
      of Operation**




Since
      its
      inception, FIIC dedicated its efforts to implementation of a start-up plan
      intended to secure the financing, governmental approvals, and management team
      necessary for launch of its planned insurance operations. The key components
      of
      this plan are the execution of a license arrangement for use of the FIIC
      Database Content and Technology upon which FIIC’s underwriting and marketing
      functions will rely, completion of a merger with a public company, the
      completion of a bridge financing and private placement, and the formation and
      licensing of FIIC’s planned insurance subsidiaries. FIIC believes that upon
      successful completion of these steps, it will be able to launch its insurance
      operations, as described below and in “FIIC’s Business” under Item 1 above. FIIC
      currently believes it will be able to complete these steps by the end of the
      second quarter of 2006, enabling it to generate initial revenues during the
      third quarter of 2006. However, there are many factors that may influence FIIC’s
      ability to achieve this timeline, as discussed in detail in the section entitled
      “Risk Factors” under Item 1 above.




**Start-Up
      Plan**




***Licensing
      of FIIC Database Content and Technology***




On
      March
      17, 2005, FIIC entered into a Database Access and Content License, Hosting
      and
      Support Agreement with FIIC Research and Development, LLC (“FIIC LLC”); the
      parties amended this agreement on November 7, 2005, in relation to the Bridge
      Financing. FIIC LLC has developed the FIIC Database Content and Technology,
      including an extensive database of insurance underwriting data and standards
      for
      use in connection with insurance policies that insure investors against the
      risk
      of the loss of capital in certain business entities, specially-designed
      supporting software applications, and technology and database-specific workflow
      definitions, decision processes and models for managing such applications and
      utilizing the database and its contents. The license agreement provides FIIC
      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. FIIC also has
      the
      right to grant nonexclusive sublicenses to third parties involved in
      underwriting Investor Protection policies, while FIIC is obligated to continue
      to host, maintain and augment the FIIC Database Content and Technology. In
      consideration for the license, FIIC issued to FIIC LLC 9,792,000 shares of
      its
      common stock and 5- year warrants to purchase 1,808,307 shares of its common
      stock at an exercise price of $0.87 per share, and owes FIIC LLC $100,000.
      For
      additional information about the license agreement, see “Certain Relationships
      and Related Transactions--Database Access and Content License, Hosting and
      Support Agreement” under Item 12 below, and for more information about how
      FIIC intends to utilize the information and technology covered by the license
      agreement, see “FIIC’s Business,” under Item 1 above.




***Merger
      with a Public Company***




The
      completion of the Merger satisfies the second aspect of FIIC’s start-up plan.
      FIIC believes that a merger with a public company will afford increased market
      liquidity and enhanced access to the capital markets, in order to better manage
      and satisfy its significant funding requirements during the start-up and initial
      operational period. Further, management believes that status as a public company
      will provide the means to use securities of a publicly-traded company to make
      further acquisitions of assets or businesses in support of the intended
      long-term growth of FIIC’s insurance business and will offer a competitive
      advantage when competing with other parties in the marketplace for such
      acquisitions. In addition, FIIC believes that becoming a public company will
      provide it increased visibility in the financial and insurance communities
      within a short timeframe and create a satisfactory level of transparency for
      its
      initial investors and customers. Although the Merger cost FIIC approximately
      $291,000 in legal, accounting and other related expenses, including $206,000
      of
      such expenses through January 31, 2006, the management of FIIC believes that
      FIIC has had greater access to funding sources for its start-up activities
      based
      on its plan to become a public company, including the Bridge Financing, and
      will
      continue to reap the benefits post- Merger.




33




***Bridge
      Financing and Private Placement***




In
      addition to the Bridge Financing, as described in detail under “Recent Sales of
      Unregistered Securities” under Item 5 above, FIIC also intends to conduct a
      private placement to provide the initial funds necessary to establish the
      working capital reserves with the D.C. DISR in conjunction with the formation
      and licensing of FIIC’s planned insurance subsidiaries (the “Private
      Placement”). FIIC has received funding from the Bridge Financing, and
      anticipates receipt of significant funding from the Private Placement within
      four to six months after the close of the Merger. The shares of common stock
      to
      be offered in the Private Placement are to be offered only to “accredited
      investors” as defined in Regulation D under the Securities Act of 1933. Pursuant
      to the Merger Agreement, if FIIC, Inc. did not complete the Private Placement
      prior to the closing of the Merger, the Registrant agreed to conduct and
      complete the Private Placement post-Merger. FIIC anticipates that the net
      proceeds from the Private Placement, assuming the sale of securities for an
      aggregate $2.5 million, will be approximately $2.2 million after deducting
      placement agent commissions and other anticipated offering expenses, although
      the actual net proceeds will depend upon the actual number of securities sold
      by
      FIIC and the actual offering expenses it incurs. The funds from the Private
      Placement will be used to settle outstanding obligations under the Bridge
      Financing, if any, and any non-convertible debt outstanding from stockholders,
      and then to begin the preparation of the D.C. DISR filings required to seek
      the
      necessary licensing for and form the required insurance entities.




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




***Establishment
      and Licensing of Insurance Entities***




FIIC’s
      planned 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, FIIC will be unable to launch its planned insurance operations and
      therefore cannot generate any operational revenues until these insurance
      entities are formed and licensed as required by the D.C. DISR. The key items
      required to complete this stage of FIIC’s start-up plan are the completion and
      submission of the licensing application and the funding of the required working
      capital reserves. FIIC is in the process of preparing the application for the
      establishment and licensing of the three entities, pending receipt of the
      funding necessary for the actuarial feasibility study required by the
      application. Further, the D.C. DISR requires a company to maintain one dollar
      in
      working capital on reserve for every $2.00 of insurance premium to be written
      prior to the establishment and licensing of a RRG. In support of FIIC RRG,
      FIIC
      will provide an initial reserve of $100,000 cash and an additional $400,000
      pursuant to a FIIC, Inc. Surplus Note to satisfy the funding requirements.
      In
      support of FIC, FIIC will provide an initial reserve of $100,000 cash and an
      additional $300,000 pursuant to a FIIC, Inc. Surplus Note to satisfy the funding
      requirements. It is estimated that each Surplus Note would be repaid over a
      five-year period subject to the approval of the D.C. DISR. FIIC anticipates
      use
      of a significant portion of the Bridge Financing net proceeds towards the
      required actuarial feasibility study, but does not anticipate filing the
      completed application until after the Private Placement and Merger close and
      FIIC has the necessary capital to fund the required reserves. Once the
      application is filed, FIIC expects the operating structure for the three new
      insurance entities to be formally established and licensed within 90 days,
      including the licensing of FIIC RRG and FIC in the District of Columbia and
      at
      least one state, likely Ohio.




**Capital
      Resources**




On
      November 29, 2005, FIIC issued a $350,000 Senior Secured Promissory Note to
      Oceanus Value Fund, L.P. and closed the first phase of its Bridge Financing.
      After deducting costs related to the financing, FIIC received approximately
      $258,000 which was held in escrow through February 28, 2006. As a result of
      the
      second phase of the Bridge Financing and the subsequent amendment of the
      securities purchase agreement, the balance on the Bridge Note issued in the
      second closing is now $92,000. In addition, as of February 28, 2006, FIIC had
      incurred $39,000 in principal under demand notes from stockholders and another
      $700,000 in principal under convertible notes. FIIC anticipates that the Private
      Placement, when completed, will result in gross equity financing of up to
      $2,500,000. After deduction of related fees and expenses, FIIC anticipates
      receipt of up to $2,212,000 net proceeds from the Private Placement, although
      the actual net proceeds received will depend upon the actual number of
      securities sold by the Registrant and the actual offering expenses it
      incurs.




34




As
      of
      December 31, 2005, FIIC had cash and cash equivalents of $1,714 and current
      liabilities of $1,140,618. As of December 31, 2005, FIIC had an accumulated
      operating deficit of $1,006,050, which has increased in the subsequent months.




**Use
      of Available Funds**




FIIC
      believes that if it is able to successfully complete the Private Placement
      discussed above, including the sale of all shares offered resulting in aggregate
      gross proceeds of $2,500,000, its capital resources will be sufficient to cover
      all start-up costs, reserve requirements and operating expenses for twelve
      months, including the anticipated initial six months of its insurance
      operations. FIIC currently anticipates allocating its capital resources as
      follows:




***Debt
      Repayment***




FIIC
      intends to use a portion of the net proceeds from the Private Placement to
      repay
      the principal and interest fees on its current demand notes from its
      stockholders, totaling $58,500. If Oceanus does not choose to convert the Bridge
      Note and its accrued interest before May 29, 2006, FIIC also intends to use
      the proceeds from the Private Placement, upon completion, to repay its
      obligations resulting from the Bridge Financing, which it anticipates will
      total
      approximately $95,000 at that time. FIIC believes that its other currently
      outstanding convertible notes in the aggregate principal amount of $700,000
      will
      convert into equity subsequent to the Merger and thus not require repayment.




***Entity
      Financing***




As
      noted
      above, FIIC intends to fund the working capital reserves of FIIC RRG and FIC
      in
      the amounts of $500,000 and $400,000, respectively, from the net proceeds of
      the
      Private Placement. FIIC does not anticipate receiving repayment on the FIIC,
      Inc. Surplus Notes pursuant to which a portion of such reserve funding will
      be
      provided until these insurance entities are operational for at least one year.
      In addition, FIIC intends to provide FIIC RRG and FIC each with approximately
      $50,000 for formation and associated initial startups costs. FIIC also intends
      to provide FGA with initial working capital of $529,500, to fund its services
      in
      support of FIIC RRG and FIC, including regulatory reporting, backroom
      operations, underwriting, claims and accounting. The management agreement
      between FGA and each of the other insurance entities will detail which vendors
      and suppliers will be responsible for reinsurance support, legal services,
      accounting services, actuarial support, and other services beyond the abilities
      of FGA’s own personnel. FIIC anticipates that FGA’s operational expenses for the
      first six months of its management agreement with FIIC RRG and FIC will total
      approximately $270,000. Subject to this agreement, FIIC RRG and FIC will provide
      certain management fees to FGA for its services, but the initial grant of
      working capital will cover FGA’s start-up costs and ensure its ability to meet
      its contractual obligations until such time as the insurance operations are
      fully functional.




***Operating
      Expenses***




Any
      funds
      received beyond those needed to repay debt, fund the regulatory working capital
      reserves and provide the insurance entities initial working capital will be
      used
      for FIIC’s general corporate purposes, including initial product development,
      marketing and employee costs. Within the next twelve months, including the
      anticipated initial six months of its revenue-producing insurance operations,
      FIIC anticipates spending up to $175,000 on intellectual property rights and
      product development costs, including payment of the $100,000 owed to FIIC LLC
      under the license agreement for the FIIC Database Content and Technology,
      $46,000 on Dun & Bradstreet information fees, $7,000 on web services and
      support and $22,000 on the part-time employment of an information technology
      specialist. During this period, FIIC also anticipates incurring up to $197,000
      in legal expenses relating to the launch of its operations and general corporate
      governance and $30,000 in audit-related expenses. FIIC also plans to spend
      up to
      $40,000 towards market development in the next twelve months, including
      designing and placing its advertising on-line and developing other sales tools.




Other
      anticipated operating expenses during this initial period include payment of
      $96,000 in consulting fees which will become due post-Merger, approximately
      $20,000 in overhead expenses such as copy, fax and phone charges and basic
      travel expenses, and additional funds, as available, towards reducing FIIC’s
      accumulated deficit. There are no plans nor is there any necessity to purchase
      any significant equipment, beyond basic office computers and related
      technology.




Within
      the first six months of the launch of FIIC’s insurance operations, FIIC will
      rely on its executive officers, supported by independent consultants, to fulfill
      all operational functions. FIIC does not anticipate hiring additional part-time
      or full-time employees until it approaches the operational benchmark of 100
      policies sold. FIIC will continue to accrue and/or make partial or occasional
      payment of certain consulting fees disclosed in “Executive Compensation” under
      Item 10 below. FIIC anticipates initiating payment of the projected
      executive salaries disclosed in that section shortly after the planned insurance
      subsidiaries are established and fully licensed for operations and each
      individual executes an employment agreement.




35




FIIC
      may
      also use a portion of the excess net proceeds from the Private Placement for
      the
      acquisition of complementary businesses, technologies or products. There are
      no
      contracts or agreements to do so, however.




***Launch
      of Revenue-Producing Insurance Operations***




Upon
      launch of its insurance operations, FIIC anticipates generating revenues
      primarily from the sale of its Investor Protection insurance policies and
      secondarily from the collection of licensing fees from other insurance carriers
      pertaining to the rights to use all copyrighted and protected intellectual
      property developed by or licensed to FIIC, including for educational,
      scientific, data mining or new business purposes. In the initial six months
      of
      FIIC’s insurance operations, FIIC projects issuing 17 policies at an average
      total investment per business of $250,000, generating an average premium of
      ten
      percent (10%) and thereby yielding $425,000 gross premiums revenue in this
      initial operational period. Based on FIIC’s analysis of new business starts in
      the Ohio area, its initial target market, FIIC believes that this level of
      performance represents a projected market penetration of about 0.23%. Further,
      FIIC will generate related revenues from its $50 fee per application, regardless
      of the number of resulting policies issued. FIIC anticipates 27 applications
      within it initial six months of operations, generating gross application fee
      revenues of approximately $1,350. FIIC anticipates that actual premium rates
      will range from 8 to 18 percent based on the risk group of the subject business
      per the FIIC Underwriting Data and Standards, and that eventually the
      application fee may also become variable. FIIC also believes that beginning
      in
      year two of its operations overall average premium rates may slightly decline,
      reflecting lower rates for renewals, the potential impact of competition, and
      any actual claims experiences. FIIC believes that it may be able to write up
      to
      2,000 policies per year its initial target geographic markets, but continues
      to
      project revenues and expenses on a significantly more conservative basis, since
      it is unknown how quickly the concept of the Investor Protection policy will
      penetrate the market and how swiftly competition may absorb some of the
      potential market.




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




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




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




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




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




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




The
      combined group 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 financing is not available when needed
      on
      favorable terms, FIIC would evaluate whether 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 to terminate its operations.




**Off-Balance
      Sheet Arrangements**




As
      of
      February 28, 2006, 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.




36




**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.




**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.




37





**INDEX
      TO NICKLEBYS.COM, INC.’S AUDITED FINANCIAL STATEMENTS**




**Page**




Report
                  of Independent Registered Public Accounting Firm
              F-2Consolidated
                  balance sheet at December 31, 2005
              F-4Consolidated
                  statements of operations for the years ended December 31, 2005
                  and
                  2004
              F-5Consolidated
                  statement of changes in shareholders' deficit from January 1, 2004
                  through
                  December 31, 2004
              F-6Consolidated
                  statements of cash flows for the years ended December 31, 2005
                  and
                  2004
              F-7Notes
                  to Consolidated Financial Statements
              F-8
  F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and


Shareholders
      of Nicklebys.com, Inc.:





We
      have
      audited the accompanying consolidated balance sheet (not separately included
      herein) of Nicklebys.com, Inc., a Colorado corporation, and subsidiaries as
      of
      December 31, 2004, and the related consolidated statements of operations,
      changes in shareholders’ equity (deficit), and cash flows for the year ended
      December 31, 2004. These consolidated financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these consolidated 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
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated 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 that our audit provides a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Nicklebys.com, Inc. and
      subsidiaries as of December 31, 2004, and the results of their operations and
      their cash flows for the year then ended in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1 to the
      consolidated financial statements, the Company’s significant operating losses
      raise substantial doubt about their ability to continue as a going concern.
      The
      consolidated financial statements do not contain any adjustments that might
      result from the outcome of this uncertainty.








/s/
      Cordovano and Honeck LLP





Cordovano
      and Honeck LLP


Englewood,
      Colorado


March
      8,
      2005







F-2





***Report
      of Independent Registered Public Accounting Firm***








Board
      of
      Directors


NICKLEBYS.COM,
      INC.





We
      have
      audited the accompanying balance sheet of NICKLEBYS.COM, INC. (A Development
      Stage Company) as of December 31, 2005 and the related statement of operations,
      stockholders’ equity, and cash flows for the year ended December 31, 2005 and
      for the development stage period from January 31, 2005 to December 31, 2005.
      These financial statements are the responsibility of the Company’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 reporting 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 NICKLEBYS.COM, INC. (A Development
      Stage Company) as of December 31, 2005 and the results of its operations,
      stockholders’ equity, and its cash flows for the year ending December 31, 2005
      and for the development stage period from January 31, 2005 to December 31,
      2005,
      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 described in Note 2, the Company has
      accumulated operation loses and has limited business operations, which raises
      substantial doubts about its ability to continue as a going concern.
      Management's plan in regard to this matter is also discussed in Note 2. The
      financial statements do not include any adjustments that might result from
      the
      outcome of these uncertainties.





/s/ 
      MILLER
      AND MCCOLLOM


MILLER
      AND MCCOLLOM


Certified
      Public Accountants


4350
      Wadsworth Boulevard, Suite 300


Wheat
      Ridge, Colorado 80033





April
      3,
      2006




F-3


**NICKLEBYS.COM,
      INC.**


**(A
      Development Stage Enterprise)**


**Balance
      Sheet**




**December
        31, 2005**
  **Assets**


Current
                  assets:Cash
              
              $
              406Total
                  current assets
              
              $
              406**Liabilities
                  and Shareholders' Deficit**Current
                  liabilities:Accounts
                  payable, trade
              
              $
              49,981Notes
                  payable, related parties (Note 2)
              
              
              13,083Total
                  current liabilities
              
              
              68,064Shareholders'
                  deficit (Note 4):Preferred
                  stock, par value $0.001; 3,000,000 shares authorized;-0-
                  shares issued and outstanding
              
              
              —Common
                  stock, par value $0.0001; 30,000,000 shares authorized;2,901,011
                  shares issued and outstanding
              
              
              291Additional
                  paid-in capital
              
              
              5,286,810Deficit
                  accumulated during the development stage
              
              
              (58
              )Retained
                  deficit
              
              
              (5,349,701
              )Total
                  shareholders' deficit
              
              
              (62,658
              )Total
                  liabilities and shareholders' deficit
              
              $
              406








See
      accompanying notes to consolidated financial statements.





F-4




**NICKLEBYS.COM,
        INC.**
 **(A
        Development Stage Enterprise)**
 **Statement
        of Operations**




**For
                  the period from****January
                  1, 2005****(date
                  of****For
                  the Years Ended**
              
              **development
                  stage)****December
                  31,**
              
              **through****2005**
              
              **2004**
              
              **December
                  31, 2005**General
                  and administrative expenses:Related
                  parties (Note 2)
              
              $
              —
              
              $
              4,472
              
              $
              —Others
              
              
              58
              
              
              17,328
              
              
              58Total
                  general and administrative expenses
              
              
              58
              
              
              21,800
              
              
              58Total
                  operating expenses
              
              
              58
              
              
              21,800
              
              
              58Loss
                  from continuing operations before other income(loss)
                  and the provision for income taxes
              
              
              (58
              )
              
              (21,800
              )
              
              (58
              )Other
                  income (loss):Other
                  income
              
              
              503
              
              
              —
              
              
              —Income
                    (loss) from continuing operations before
                income
                  taxes......................................................................................................
              
              
              445
              
              
              (21,800
              )
              
              —Provision
                  for income taxes (Note 5)
              
              
              —
              
              
              —
              
              
              —Income
                  (loss) from continuing operations
              
              
              445
              
              
              (21,800
              )
              
              (58
              )Loss
                  from discontinued operationsnet
                  of income taxes (Note 1)
              
              
              (53,115
              )
              
              (67,044
              )
              
              —Net
                  loss
              
              $
              (52,670
              )
              $
              (88,844
              )
              $
              58Basic
                  and diluted loss per share:Continuing
                  operations
              
              $
              0
              
              $
              (0
              )
              $
              (0
              )Discontinued
                  operations
              
              $
              (0.02
              )
              $
              (0.02
              )
              $
              0.00Net
                  loss
              
              $
              (0.02
              )
              $
              (0.03
              )
              $
              0.00Number
                  of weighted average common shares outstanding
              
              
              2,901,011
              
              
              2,901,011
              
              
              2,901,011








See
        accompanying notes to consolidated financial statements.


F-5
 
  **NICKLEBYS.COM,
          INC.**
 **(A
          Development Stage Enterprise)**
 **Statement
          of Changes in Shareholders' Deficit**
  **Deficit****Accumulated****Additional**
                
                **During**
                
                
                
                **Total****Common
                    Stock**
                
                **paid-in**
                
                **Development**
                
                **Retained**
                
                **shareholders'****Shares**
                
                **Par
                    value**
                
                **capital**
                
                **Stage**
                
                **deficit**
                
                **deficit**Balance
                    atJanuary
                    1, 2004
                
                
                2,901,011
                
                $
                291
                
                $
                5,266,810
                
                $
                —
                
                
                (5,208,245
                )
                $
                58,856Net
                    loss
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                (88,844
                )
                
                (88,844
                )Balance
                    atDecember
                    31, 2004
                
                
                2,901,011
                
                
                291
                
                
                5,266,810
                
                
                —
                
                
                (5,297,089
                )
                
                (29,988
                )Extinquishment
                    of relatedParty
                      of obligations withassets
                      (note 2)
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                —
                
                
                20,000Net
                    loss
                
                
                —
                
                
                —
                
                
                20,000
                
                
                (58
                )
                
                (52,612
                )
                
                (32,670
                )Balance
                    atDecember
                    31, 2005
                
                
                2,901,011
                
                $
                291
                
                $
                5,286,810
                
                $
                (58
                )
                
                (5,349,701
                )
                $
                (62,658
                )
    See
        accompanying notes to consolidated financial statements.
  F-6
  **NICKLEBYS.COM,
          INC.**
 **(A
          Development Stage Enterprise)**
 **Statement
          of Cash Flows**
  **For
                    the period from****January
                    1, 2005****(date
                    of****For
                    the Years Ended**
                
                **development
                    stage)****December
                    31,**
                
                **through****2005**
                
                **2004**
                
                **December
                    31, 2005**Cash
                    flows from continuing operating activities:Net
                    loss
                
                $
                445
                
                $
                (21,800
                )
                $
                (58
                )Adjustments
                    to reconcile net loss to net cashused
                    by operating activities:Impairment
                    charges (Note 1)
                
                
                —
                
                
                15,000
                
                
                —(Decrease)
                    Increase in accounts payable and othercurrent
                    liabilities
                
                
                46,777
                
                
                —
                
                
                —Net
                    cash provided by (used in) continuing
                  operating
                    activities
                
                
                47,222
                
                
                (6,800
                )
                
                (58
                )Cash
                    flows from continuing financing activities:Proceeds
                    from debt issued to related parties (Note 2)
                
                
                13,083
                
                
                —
                
                
                —Net
                    cash provided by (used in) continuing
                  financing
                    activities
                
                
                13,083
                
                
                —
                
                
                —Cash
                    flows provided by (used in) discontinued operating
                    activities
                
                
                (59,978
                )
                
                6,722
                
                
                —Net
                    change in cash
                
                
                327
                
                
                (78
                )
                
                (58
                )Cash
                    remaining from discontinued operations
                
                
                —
                
                
                —
                
                
                385Cash,
                    beginning of year
                
                
                79
                
                
                157
                
                
                79Cash,
                    end of year
                
                $
                406
                
                $
                79
                
                $
                406Supplemental
                    disclosures of cash flow information:Cash
                    paid during the year for:Interest
                
                $
                —
                
                $
                —
                
                $
                —Income
                    taxes
                
                $
                —
                
                $
                —
                
                $
                —
    See
        accompanying notes to consolidated financial statements.
  F-7
  **NICKLEBYS.COM,
          INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**


**1)  
      Summary of Significant
      Accounting Policies**




***The
      Company***




Nicklebys.com,
      Inc. (the “Company”) was incorporated in Colorado in January 1999. The Company
      conducted live art auctions of its own inventory over the Internet and at
      designated sites throughout the United States. In addition, the Company retailed
      artwork at its showroom in Wheat Ridge, Colorado and sold consignment artwork
      on
      behalf of others. As of December 31, 2004, the Company discontinued its artwork
      business. Effective February 28, 2006, the Company reincorporated in Delaware,
      completed a proposed merger described in Note 6, and changed the name of the
      Company to FIIC HOLDINGS, INC.




Two
      inactive subsidiaries included in prior financial statements, Art Exchange,
      Inc.
      and Nicklebys Auction Gallery, Inc., have been omitted in the accompanying
      financial statements because their charter had expired prior to 2004 although
      not discovered by management until performing due diligence procedures at the
      time of the above mentioned merger.




***Discontinued
      operations***




Due
      to
      general economic conditions and other factors, the Company did not achieve
      its
      planned Internet operations within the time frames originally envisioned by
      management. In 2003, management decided to abandon its business model, sell
      off
      its remaining inventory and to seek other business opportunities. In August
      2003, the Company terminated all employees, relocated to the premise of an
      affiliate, Estate Traders, Inc., and contracted with the affiliate to operate
      the Company until substantially all inventory is sold and business operations
      are terminated in exchange for a commission of 30 percent of each sale.




In
      2005,
      the Company disposed of all its remaining saleable inventory of artwork and
      collectibles, property and equipment and intangibles (See Note 2) and ceased
      all
      operations. In addition, management identified a suitable candidate with which
      to sell the public shell company (See Note 6). The losses and cash flows of
      the
      Internet business have been presented as discontinued operations in the
      accompanying statements of operations and statements of cash flows. Prior year’s
      statement of operations and cash flows has been adjusted to reflect the effect
      of the discontinued operations.




The
      components of discontinued operations are:




**2005**
            
            **2004**Net
                sales
            
            $
            1,400
            
            $
            37,679Total
                expense
            
            
            53,910
            
            
            10,723Loss
                on disposal of assets
            
            
            605
            
            
            94,000Net
                loss
            
            
            (53,115
            )
            
            (67,044
            )







***Development
      stage enterprise***




Subsequent
      to disposing of its remaining inventory of artwork and collectibles, the Company
      returned to the development stage and is considered a development stage
      enterprise in accordance with SFAS No. 7, *Accounting
      and Reporting by Development Stage Enterprises* as
      of
      January 1, 2005 *.* Accordingly, the Company presents its financial statements in conformity with
      the accounting principles generally accepted in the United States of America
      that apply in establishing operating enterprises. As a development stage
      company, the Company discloses the deficit accumulated during the development
      stage and the cumulative statements of operations and cash flows from the
      commencement of the development stage to the current balance sheet date.




***Reclassifications***




Certain
      2004 amounts have been reclassified to conform to the 2005
      presentation.





F-8


**NICKLEBYS.COM,
          INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
  ***Use
      of estimates***




The
      preparation of the financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect certain reported amounts of assets and liabilities; disclosure of
      contingent assets and liabilities at the date of the financial statements;
      and
      the reported amounts of revenues and expenses during the reporting period.
      Accordingly, actual results could differ from those estimates.





***Loss
      per common share***





The
      Company computes net loss per share in accordance with Statement of Financial
      Accounting Standards (SFAS) No. 128 “Earnings per Share.” Under the provisions
      of SFAS No. 128, basic net loss per share is computed by dividing the net loss
      available to common shareholders for the period by the weighted average number
      of common shares outstanding during the period. Diluted net loss per share
      is
      computed by dividing the net loss available to common shareholders for the
      period by the weighted average number of common and common equivalent shares
      outstanding during the period.





***Financial
      instruments and cash equivalents***





The
      Company’s financial instruments including accounts receivable and accounts
      payable are carried at cost, which approximates their fair value because of
      the
      short-term maturity of these instruments. For financial accounting purposes
      and
      the statement of cash flows, cash equivalents include all highly liquid debt
      instruments purchased with an original maturity of three months or less. At
      December 31, 2005 there were no cash equivalents.





***Impairment
      of long-lived assets***




In
      accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
      Accounting for the Impairment or Disposal of Long-Lived Assets, the Company
      evaluates their long-lived assets (excluding the full cost pool), including
      related intangibles, of identifiable business activities for impairment when
      events or changes in circumstances indicate, in management's judgment, that
      the
      carrying value of such assets may not be recoverable. The determination of
      whether impairment has occurred is based on management's estimate of
      undiscounted future cash flows attributable to the assets as compared to the
      carrying value of the assets. If impairment has occurred, estimating the fair
      value for the assets and recording a provision for loss if the carrying value
      is
      greater than fair value determine the amount of the impairment recognized.
      For
      assets identified to be disposed of in the future, the carrying value of these
      assets is compared to the estimated fair value less the cost to sell to
      determine if impairment is required. Until the assets are disposed of, an
      estimate of the fair value is re-determined when related events or circumstances
      change.




***Revenue
      recognition***




Revenue
      is recognized when earned. The Company's revenue recognition policies are in
      compliance with all applicable accounting regulations, including Securities
      and
      Exchange Commission Staff Accounting Bulletin No. 101, *Revenue
      Recognition* ,
      and
      Financial Accounting Standards Board Emerging Issues Task Force No.
      99-19, *Reporting Revenue Gross as a Principal versus Net as an Agent.*




***Stock-based
      compensation***




Through
      December 31, 2005, the Company measured compensation cost using the
      intrinsic value-based method of accounting for stock options and restricted
      stock awards granted to employees. Restricted stock awards and units have been
      amortized over their vesting period with a charge to compensation expense.
      The
      Financial Accounting Standards Board recently published Statement of Financial
      Accounting Standards No. 123 (Revised 2004), Share Based Payment (“SFAS 123R”).
      SFAS 123R, which is effective from the first interim period that begins after
      December 15, 2005, will require that compensation cost related to share-based
      compensation payment transactions, including options, be recognized in the
      financial statements. The Company has adopted SFAS 123R for any future
      share-based transactions.




F-9


**NICKLEBYS.COM,
            INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Financial Statements**
  ***Income
        taxes***




The
      Company reports income taxes in accordance with SFAS No. 109, “Accounting for
      Income Taxes”, which requires the liability method in accounting for income
      taxes. Deferred tax assets and liabilities arise from the difference between
      the
      tax basis of an asset or liability and its reported amount on the financial
      statements. Deferred tax amounts are determined by using the tax rates expected
      to be in effect when the taxes will actually be paid or refunds received, as
      provided under currently enacted law. Valuation allowances are established
      when
      necessary to reduce the deferred tax assets to the amounts expected to be
      realized. Income tax expense or benefit is the tax payable or refundable,
      respectively, for the period plus or minus the change during the period in
      the
      deferred tax assets and liabilities.





**(2)  
      Related Party Transactions**




Following
      the merger agreement described in Note 6, the Company exchanged certain of
      its
      remaining inventory, property and equipment and intangibles which had been
      previously written-down to $-0- or fully amortized, along with debt forgiveness,
      in satisfaction of related party debt outstanding at December 31, 2005 and
      subsequent thereto.




The
      Board
      of Directors approved the accrual of salaries to the president and chief
      financial officers totaling $20,000 for work performed by the officers during
      the year ended December 31, 2004. Prior to December 31, 2005, the two officers
      received certain artwork and collectibles valued on the books at $0.00 that
      had
      previously been written-off. As a result of this change, the Company recorded
      a
      gain of $20,000, which is reflected as a capital transaction in the accompanying
      financial states as a contribution to paid-in capital. However, due to the
      estimated cost/benefit, no formal appraisal of the artwork and collectibles
      was
      made prior to the exchange.




Commencing
      August 2003, the Company contracted with an affiliate, Estate Traders, Inc.,
      to
      operate the Company until substantially all inventory are sold and business
      operations are terminated in exchange for a commission of 30 to 50 percent
      of
      each sale. During the years ended December 31, 2005 and 2004, the Company paid
      commissions to its affiliate of $0 and $13,416, respectively.




In
      August
      2003, the Company relocated its operations to the premise of Estate Traders,
      Inc. During the year ended December 31, 2004, the Company paid rent to its
      affiliate in the amount of $4,472; the Company did not make any payments to
      Estate Traders, Inc. in relation to use of premises in 2005.




**(3)  
      Line of Credit**





The
      Company had a line of credit for $5,000 that was unused at December 31, 2005.
      The line of credit was personally guaranteed by the President of the Company
      and
      secured by the Company’s cash deposits at the financial
      institution.





**(4)  
      Capital Stock**





***Preferred
      stock***





As
      provided in its Articles of Incorporation, the Company is authorized, subject
      to
      limitations prescribed by Colorado law, for the issuance of preferred stock
      in
      one or more series as determined by the Board of Directors. Each series must
      designate the number of shares in the series and each share of a series must
      have identical rights of (1) dividend, (2) redemption, (3) rights in
      liquidation, (4) sinking fund provisions for the redemption of the shares,
      (5)
      terms of conversion and (6) voting rights. At December 31, 2004 and 2005, there
      were 3,000,000 shares of preferred stock authorized for issuance, and no shares
      issued and outstanding.





***Common
      stock***





The
      Company is authorized to issue 30,000,000 shares of $0.0001 par value common
      stock. At December 31, 2004 and 2005, there were 2,901,011 shares of common
      stock issued and outstanding. Following the proposed merger and prior to the
      merger, certain changes in the common stock are to be effected as described
      in
      Note 6.







F-10


**NICKLEBYS.COM,
          INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
  ***Stock
      Options***


At
          January 1, 2004, the Company had options outstanding, including 1,105,000
          options issued to officers and employees and 1,025,000 options issued to
          non-employees. All options expired on December 29, 2004. A summary of the
          status
          of the Company’s stock option awards is presented as follows:
  Weighted
                
                Weighted
                    AvgNumber
                
                Avg
                
                RemainingOptions
                
                Exercisable
                
                Exercise
                    Price
                
                LifeOutstanding
                    at January 1, 2004
                
                
                2,130,000
                
                $
                0.66
                
                
                1
                    yearGranted
                
                
                -Exercised
                
                
                -Cancelled
                
                
                -Expired
                
                
                (2,130,000
                )Outstanding
                    at December 31, 2004
                
                
                -Granted
                
                
                -Exercised
                
                
                -Cancelled
                
                
                -Expired
                
                
                -Outstanding
                    at December 31, 2004
                
                
                -


**(5)  
      Income Taxes**




A
      reconciliation of U.S. statutory federal income tax rate to the effective rate
      is as follows for the years ended December 31, 2005 and 2004:




**2005**
              
              **2004**U.S.
                  statutory federal rate
              
              
              20.08
              %
              
              20.08
              %State
                  income tax rate
              
              
              4.00
              %
              
              4.00
              %Net
                    operating loss for which minimaltax
                    benefit is currently available
              
              
              -24.08
              %
              
              -24.08
              %0.00
              %
              
              0.00
              %




Deferred
      income taxes from operations for the years ended December 31, 2005 and 2004,
      consisted of the following components: (1) current tax benefit resulting from
      the net loss before income taxes, and (2) deferred tax expense resulting from
      the valuation allowance recorded against the deferred tax asset (which is
      substantially comprised of net operating losses carryfoward). The net operating
      loss carryfoward totaled approximately $768,200 and $715,533, respectively
      at
      December 31, 2005 and 2004. The amount of valuation allowance, which
      approximates the current tax benefit, for the years ended December 31, 2005
      and
      2004 were $ 22,963 and $21,389, respectively, resulting in net change of $1,574.
      Net operating loss carryforwards will expire through 2025.




The
      valuation allowance will be evaluated at the end of each year, considering
      positive and negative evidence about whether the asset will be realized. At
      that
      time, the allowance will either be increased or reduced; reduction could result
      in the complete elimination of the allowance if positive evidence indicates
      that
      the value of the deferred tax asset is no longer impaired and the allowance
      is
      no longer required.




An
      ownership change, as defined in Section 382 of the Internal Revenue Code, will
      subject any net operating loss carry forward at the time of change to an annual
      limitation that could reduce or defer the utilization of those
      losses.





F-11




**NICKLEBYS.COM,
          INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**


**(6)  
      Proposed merger**





On
      July
      19, 2005, the Company entered into an Agreement and Plan of Merger (the
“Agreement”) with FIIC, Inc., a privately-held Delaware corporation (“FIIC”),
      Nicklebys Acquisition Corp., a privately-held Nevada corporation and
      wholly-owned subsidiary of the Company (the “Merger Sub”), and certain of the
      Company’s principal shareholders. The Company announced and filed a copy of the
      Agreement as an Exhibit on Form 8-K on July 20, 2005.





The
      Merger is to be effectuated through the Merger Sub, which will merge with and
      into FIIC, with FIIC being the surviving corporation.  The Company will
      issue 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, the Company will assume 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 Company will
      assume FIIC’s 2005 Stock Option, Deferred Stock and Restricted Stock
      Plan **** as
      the
      stock option plan of the Company.





The
      Company will also cancel 500,000 shares of its common stock held by four of
      its
      stockholders, including two who are officers and directors, in exchange for
      aggregate cash remuneration of $200,000, and, immediately following the closing
      of the Merger, will distribute any remaining Company assets to one of the
      Company’s directors and principal shareholders. Pursuant to the Agreement, as
      amended, up to $100,000 of the Company’s remaining liabilities will be paid by
      FIIC.





Immediately
      prior to the Merger, the Company will effectuate a 1-for-2.00317 reverse stock
      split of its common stock. Additionally, immediately following the Merger,
      the
      Company will reincorporate from the State of Nevada to the State of Delaware
      and
      will change its corporate name from Nicklebys.com, Inc. to FIIC Holdings, Inc.,
      or such other name as FIIC may select prior to the closing of the
      Merger.





The
      Merger will result in a change-in-control of the Company by FIIC and its
      stockholders and the assumption of FIIC’s operations and liabilities.  In
      connection with the change-in-control, the Board of Directors and management
      of
      FIIC will become the Board of Directors and management of the
      Company.





Closing
      of the Merger is contingent on a number of conditions set forth in the
      Agreement, including approval of the Merger by the shareholders of the Company
      and of certain amendments to its Articles of Incorporation and approval of
      the Merger by stockholders of FIIC.





**(7)  
      Subsequent Events**





The
      proposed merger described in Note 6 was consummated on February 28, 2006 and
      concluded the reverse stock split, cancelled certain shares and issued new
      stock
      in accordance with the merger terms.





As
      a
      result of the merger, the Company issued a 12% Senior Secured Convertible
      Promissory Note that is collateralized by certain assets acquired in the merger
      and entered into a Registration Rights Agreement for the conversion of the
      note
      into common stock.





Certain
      warrants for the issuance of common stock were also assumed in the
      merger.





F-12


**NICKLEBYS.COM,
            INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Financial Statements**


**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.





38




**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**




During
      the fiscal year ended December 31, 2005, the following individuals served as
      the
      Registrant’s board of directors and executive management:




**Name**
            
            **Age**
            
            **Year
                First**
              **Appointed**
              **Director**
            
            **Positions**Scott
                M. Thornock
            
            45
            
            1999
            
            Chief
                Executive Officer, President, Secretary, Treasurer and
                DirectorBruce
                A. Capra
            
            51
            
            1999
            
            Chief
                Financial Officer and DirectorPaul
                J. Zueger
            
            67
            
            1999
            
            DirectorWayne
                F.J. Yakes, M.D.
            
            51
            
            2000
            
            Director





**Scott
      M. Thornock** has
      approximately twenty-one years of experience in the real estate development
      business and in the management of a number of private and public, start-up
      companies. He has served as the Chief Executive Officer and a director of
      Nicklebys since October 16, 2000, and as the President, the Chief Financial
      Officer, the Secretary and a director of Nicklebys from the date of our
      inception on January 13, 1999, through October 16, 2000. He has been the sole
      owner and managing member of Paragon Real Estate and Development, L.L.C., a
      Denver, Colorado-based residential real estate development, brokerage and
      business consulting firm that has performed administrative supervision,
      financial management and other services for a significant number of Colorado
      limited liability companies of which Mr. Thornock has been the founder, the
      manager and a member, since he founded the company in March 1996. These limited
      liability companies have raised capital from time-to-time over the past
      approximately fifteen years for the purposes of acquiring, developing,
      constructing and/or brokering multi-family, residential properties located
      in
      the Denver metropolitan area. Mr. Thornock has held a real estate brokers
      license in the State of Colorado since December 1995. He received a Bachelor
      of
      Arts degree in history and a Masters degree in business management from the
      University of Colorado, Boulder, Colorado, in 1982 and 1994,
      respectively.




**Bruce
      A. Capra** has
      served as the Chairman of the Board of Directors of Nicklebys since its
      inception on January 13, 1999, and as our President since October 16, 2000.
      He
      served as Nicklebys' Chief Executive Officer from the date of our organization
      through October 16, 2000. He was employed, from 1988 until his resignation
      on
      February 1999, as the General Manager and the Director of Sales, Marketing
      and
      Advertising for American Design, Ltd., an Aurora, Colorado, corporation
      specializing in the publication of fine art that has twelve retail outlets
      located in California, Colorado and New Mexico. He was the founder and served
      as
      the President, a director and the sole owner of Nickleby's Auction Gallery
      Ltd.,
      Arvada, Colorado, an auction liquidation company specializing in fine art,
      antiques and collectibles, from 1992 through January 15, 1999, when we purchased
      the company. Mr. Capra founded and served as the President, from 1981 until
      the
      sale of the business in 1988, of Image Tech Inc., Denver, Colorado, a fine
      art
      serigraph printing company specializing in printing and publishing fine art
      and
      commercial signage and, during Mr. Capra's tenure, printed limited edition
      fine
      art prints for internationally known artists. Prior to that time, from 1979
      through 1982, he owned and operated The Mushroom Gallery, Ltd., an art gallery
      located in Denver, Colorado. Mr. Capra attended Missouri Auction School in
      1988
      and is a licensed auctioneer in the states of California, Colorado, Nevada
      and
      Texas. He is also a certified personal property appraiser and a member of the
      Certified Appraisers Guild of America.




**Paul
      J. Zueger** has
      served as a director of Nicklebys since September 15, 1999. Since 1972, Mr.
      Zueger has been the sole shareholder, the President and a director of American
      Design, Ltd., Aurora, Colorado, a company specializing in the publication of
      fine art that has twelve retail outlets located in California, Colorado and
      New
      Mexico. American Design is today recognized as one of the largest wholesale
      fine
      art publishing firms in the United States. Under the auspices of American
      Design, Mr. Zueger is responsible for having developed a national direct sales
      force; representing and publishing the artworks of several leading artists;
      and
      successfully managing twelve fine art galleries located in three states. In
      1989, Mr. Zueger founded and, since that date, has served on the Board of
      Directors of The Synaptic Corporation, a privately-held biotechnology company
      with offices in Aurora, Colorado. The Synaptic Corporation is engaged in the
      manufacture, marketing and distribution of a line of FDA-approved products
      that
      uses patented electromedicine techniques in the treatment and management of
      acute and chronic pain.




39




**Wayne
      F.J. Yakes, M.D.,** has
      served as a director of Nicklebys since October 16, 2000. Since 1986, Dr. Yakes
      has specialized in treating vascular malformations using endovascular
      transcather techniques he pioneered in lieu of open surgery. Since 1986 ,
      he has
      authored numerous medical articles and textbook chapters on the subject. In
      1991, he established the Vascular Malformation Center at Swedish Medical Center,
      Englewood, Colorado, the only organization of its kind, to specialize in the
      diagnosis and management of vascular anomalies in all anatomic locations. Dr.
      Yakes presently serves as the Vice President of the International Society for
      the Study of Vascular Anomalies. His academic appointments include the
      University of Colorado Health Sciences Center (Denver, Colorado), the University
      of Michigan Medical School (Ann Arbor, Michigan), Swedish Medical Center
      (Englewood, Colorado), Porter Memorial Hospital (Denver, Colorado), and
      Littleton Hospital (Littleton, Colorado). He has served on numerous hospital
      and
      national committees during the past five years. Dr. Yakes is a journal reviewer
      for the Journal of Vascular and Interventional Radiology, the American Journal
      of Roentgenology and Radiology. He is a member of numerous societies, including,
      among others, the International Society for The Study of Vascular Anomalies,
      the
      American Society of Neuroradiology, the American Society of Interventional
      and
      Therapeutic Neuroradiology, the World Federation of Interventional and
      Therapeutic Neuroradiology, and the Western Neuroradiological Society. Dr.
      Yakes
      received a Bachelor of Arts degree in 1975 from Rice University, Houston, Texas.
      He received an M.D. degree in 1979 from Creighton University School of Medicine,
      Omaha, Nebraska.




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




Name
            
            Age
            
            PositionJames
                W. France
            
            58
            
            President,
                Chief Executive Officer and DirectorJames
                E. Bowser
            
            59
            
            Chief
                Operating Officer and Executive Vice PresidentWade
                Estep, CPA
            
            58
            
            Chief
                Financial OfficerRobert
                V.R. Ostrander
            
            60
            
            Vice
                President, Secretary and DirectorKevin
                Loychik
            
            39
            
            DirectorBrent
                Peterson
            
            50
            
            DirectorDean
                Barrett
            
            61
            
            Director





**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.




40




**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.




41




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, 2005, 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, 2005, the Registrant’s board of directors
      held no meetings, approving and/or ratifying the actions of the its officers
      by
      unanimous written consent.




**Director
      Compensation**




During
      the fiscal year ended December 31, 2005, 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**




During
      the fiscal year ended December 31, 2005, the Registrant had no audit, nominating
      or compensation committees of the board of directors. The Registrant was not
      required to maintain such committees under the applicable rules of the
      Over-the-Counter Bulletin Board. The board of directors acted as an Audit
      Committee for purposes of determining whether its auditor's non-audit services
      were compatible with maintaining the auditor's independence.




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 thereunder ,
      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.




42




**Compliance** **with Section 16(a) of the Exchange Act**




Section
      16(a) of the Exchange Act, and the rules and regulations promulgated thereunder,
      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.




**Item
      10.**  **Executive
      Compensation.**




**Summary
      Compensation Table**




The
      following table sets forth information concerning the compensation of the
      Registrant’s former executive officers, including the dollar value of base
      salary and/or other annual compensation earned during fiscal years 2005, 2004
      and 2003:







**SUMMARY
      COMPENSATION TABLE**




**Annual
                Compensation****Name
                and Position**
            
            **Year**
            
            **Salary**
            
            **Other
                Annual Compensation****(1)**Scott
                Thornock
            
            
            2005
            
            $
            0
            
            $
            0Chief
                Executive Officer,
            
            
            2004
            
            $
            5,000
            
            $
            0President,
                Secretary, Treasurer
            
            
            2003
            
            $
            0
            
            $
            890and
                DirectorBruce
                Capra
            
            
            2005
            
            $
            0
            
            $
            0Chief
                Financial Officer and
            
            
            2004
            
            $
            15,000
            
            $
            0Director
            
            
            2003
            
            $
            25,000
            
            $
            3,000





(1) Represents
      payments for coverage under a group medical insurance benefits
      plan.





Since
      the
      inception of Nicklebys.com, Inc. on January 13, 1999, Nicklebys employed Scott
      Thornock, Chief Executive Officer, Chief Financial Officer and Secretary, on
      a
      part time basis, and Bruce A. Capra, President and Chairman of the Board of
      Directors, as a full-time employee. Mr. Thornock received no cash compensation
      for his services through December 31, 2003, except medical insurance benefits
      under a group medical insurance benefits plan commencing March 1, 1999 and
      ending in May 2003. For his services, Mr. Capra received a salary of $60,000
      per
      annum through June 2003, in addition to medical insurance benefits under the
      group plan from March 1, 1999 through May 2003. At December 31, 2004, the
      Registrant owed Mr. Capra and Mr. Thornock $15,000 and $5,000, respectively,
      for
      services provided during 2004. Subsequent to December 31, 2004, the Registrant
      transferred to Messrs. Capra and Thornock certain items from its remaining
      inventory, acquired at a cost of approximately $20,000 and valued on its books
      at approximately $5,370, for the cancellation of an aggregate of $20,000 in
      accrued compensation claims by them. Activities during the 2005 fiscal year
      in
      connection with the termination of the Nicklebys’ business and the effectuation
      of the Merger were been undertaken principally by Mr. Thornock without
      compensation. No other compensation was awarded to, earned by or paid to or
      has
      been accrued on behalf of either individual by our organization for all services
      rendered in all capacities to the Registrant for the fiscal years ended December
      31, 2005, 2004, and 2003.




43




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 September 30, 2005. As of February 28, 2006, FIIC has paid the
      monthly consulting fees earned by the listed individuals from October 1, 2005
      to
      February 28, 2006.  The
      following table sets forth information concerning the compensation of the
      Registrant’s current executive officers, earned during the fiscal year ended
      December 31, 2005 and through February 28, 2006:




Name
            
            Position
            
            Consulting
              Fees
              Accrued
                as of
              February
                28, 2006
            
            Consulting
              Fees
              Paid
                as of
              February
                28, 2006James
                France
            
            
            Chief
                Executive Officer and President
            
            $
            56,000
            
            $
            35,000James
                Bowser
            
            
            Chief
                Operating Officer and Executive Vice President
            
            $
            24,000
            
            $
            15,000Wade
                Estep
            
            
            Chief
                Financial Officer
            
            $
            24,000
            
            $
            15,000Robert
                Ostrander
            
            
            Vice
                President of Marketing, Sales and Distribution, Secretary and
                Director
            
            $
            24,000
            
            $
            15,000Hubert
                McDonald
            
            
            Vice
                President of Administration
            
            $
            24,000
            
            $
            15,000Thomas
                O’Leary
            
            
            Vice
                President of Underwriting
            
            $
            24,000
            
            $
            15,000Scott
                Smith
            
            
            Vice
                President of Information Technology
            
            $
            24,000
            
            $
            15,000







The  following table
      sets forth the anticipated annual compensation of the Registrant’s chief
      executive officer and each of the four 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.




**Name**
            
            **Position**
            
            **Salary**James
                W. France, Jr.
            
            
            President,
                Chief Executive Officer
            
            $
            200,000James
                Bowser
            
            
            Chief
                Operating Officer and Executive Vice President
            
            $
            136,000Thomas
                O’Leary
            
            
            Vice
                President of Underwriting
            
            $
            90,000Scott
                Smith
            
            
            Vice
                President of Information Technology
            
            $
            90,000Robert
                Ostrander
            
            
            Vice
                President of Marketing, Sales and Distribution, Secretary
            
            $
            75,000





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.




44




**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, 2005. 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.




**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, 2005.




**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,
      2005. 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 March 31, 2006, except as noted in the
      footnotes below, by:




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




·
            Each
                of the Registrant’s executive officers;




·
            Each
                of the Registrant’s directors; and




·
            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 March 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
      March 31, 2006, 13,866,924 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.




45





**Name
                and Address of Beneficial Owner**
            
            **Title**
            
            **Beneficially
                Owned**
              **Post-Merger****(1)**
            
            **Percent
                of Class**James
                W. France
            
            
            President,
                Chief Executive Officer & Director
            
            
            672,923(2)
            
            
            4.82
            %James
                E. Bowser
            
            
            Chief
                Operating Officer & Executive Vice President
            
            
            121,842(3)
            
            
            *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
              22021
                Brookpark Road
              Suite
                100
              Fairview
                Park, Ohio 44126
            
            
            
            
            
            871,960(9)
            
            
            6.23
            %Bridge
                Finance Partners LLC
              5318
                E. 2nd Street
              Suite
                491
              Long
                Beach, California 90803
            
            
            
            
            
            823,077(10)
            
            
            5.93
            %Accelerate-Financial,
                Inc.
              11
                Orchard Road
              Suite
                109
              Lake
                Forest, California 92630
            
            
            
            
            
            825,000
            
            
            5.95
            %Oceanus
                Value Fund, L.P.
              225
                North Market Street, Suite 220
              Wichita,
                Kansas 67202
            
            
            
            
            
            982,995(11)
            
            
            6.62
            %All
                executive officers and directors as a group (7 persons)
            
            
            
            
            
            2,279,045
            
            
            16.03
            %


______________________




(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.




46




**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 April 6, 2006, these notes remain
      outstanding. As of December 31, 2005, FIIC had also received and not yet repaid
      unsecured, non-interest bearing advances totaling approximately $5,000 from
      FIIC
      R&D, LLC. The funds were used to cover expenses related to FIIC’s efforts to
      obtain bridge financing and to close the Merger.




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. As of December 31, 2005, FIIC
      owed Mr. France reimbursement for accrued business expenses of
      $2,670.




**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.




**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, 2005, $12,000 of the amount
      owed
      had been paid and $43,000 has been accrued.




47




**Other
      Relationships**




Except
      with respect to the Merger and the notes described above, as of December 31,
      2005, 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, 2005.




**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)




48




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, LLC10.8
            Amendment
                No. 1 to Database Access and Content License, Hosting and Support
                Agreement with FIIC Research and Development, LLC10.9
            2005
                Stock Option, Deferred Stock and Restricted Stock Plan10.10
            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 France10.15
            Sublease
                Agreement with Manchester Exchange Investment Company10.16
            Consulting
                Agreement with Mirador Consulting, Inc.




49




21.1
            Subsidiaries24.1
            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 200231.2
            Certification
                of Chief Financial Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of 2002




**Item
      14.**  **Principal
      Accountant Fees and Services** **.** ****




The
      Registrant retained Cordovano & Honeck LLP to provide services for the
      2004 fiscal year and interim periods in 2005, and Miller and McCollom to provide
      services for the 2005 fiscal year as follows:




2005
                Fees
            
            2004
                FeesAudit
                Fees(1)
            
            $
            13,500
            
            $
            11,411Audit−Related
                Fees(2)
            
            $
            3,124
            
            
            --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,
      2005 and December 31, 2004, and for the review of the Registrant’s interim
      financial statements included in its 2005 and 2004 quarterly reports and
      services performed during 2005 and 2004 that are normally provided by the
      Registrant’s principal accountants in connection with statutory and regulatory
      filings or engagements. The Registrant paid $8,500 for the audit of the
      Registrant’s annual financial statements for the years ended December 31, 2005,
      and $5,000 for the review of its interim financial statements included in its
      quarterly reports filed during 2005. The Registrant paid $8,868 for the audit
      of
      the Registrant’s annual financial statements for the years ended December 31,
      2004, and $2,543 for the review of its interim financial statements included
      in
      its quarterly reports filed during 2004.




(2)  “Audit−Related
      Fees” consist of fees billed for professional services rendered by Cordovano and
      Honeck LLP for the review of the Registrant’s interim financial statements
      included in its preliminary and definitive proxy statements related to the
      Merger and services performed during 2005 in connection with the Merger and
      the
      related Proxy Statement that are normally provided by its auditors 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.




50




**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
                April 10, 2006
            
            /s/
                James W. FranceJames
                W. France, Jr., President and Chief Executive Officer
              (Principal
                Executive Officer)Date
                April 10, 2006
            
            /s/
                Wade L. EstepWade
                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
                April 10, 2006
            
            /s/
                James W. FranceJames
                W. France, DirectorDate
                April 10, 2006
            
            /s/
                Robert V.R. OstranderRobert
                V.R. Ostrander, DirectorDate
                April 10, 2006
            
            /s/
                Brent L. PetersonBrent
                L. Peterson, DirectorDate
                April 10, 2006
            
            /s/
                Dean R. BarrettDean
                R. Barrett, DirectorDate
                April 10, 2006
            
            /s/
                Kevin M. LoychikKevin
                M. Loychik, Director




51




**Exhibit
      Index**





**Exhibit**
            **Item**10.7
            Database
                Access and Content License, Hosting and Support Agreement with FIIC
                Research and Development, LLC10.8
            Amendment
                No. 1 to Database Access and Content License, Hosting and Support
                Agreement with FIIC Research and Development, LLC10.9
            2005
                Stock Option, Deferred Stock and Restricted Stock Plan10.10
            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 France10.15
            Sublease
                Agreement with Manchester Exchange Investment Company10.16
            Consulting
                Agreement with Mirador Consulting, Inc.21.1
            Subsidiaries24.1
            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 200231.2
            Certification
                of Chief Financial Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of 2002





52