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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 10-QSB

(Mark One)
  [ x ] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
  Act Of 1934

For the quarterly period ended May 31, 2006

[]
  Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of
  1934

For the transition period ________ to ________

COMMISSION FILE NUMBER **000-51790**

FC FINANCIAL SERVICES
INC.(Name of small business issuer in its charter)

|NEVADA                                           | 98-040339                           
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

110 Jardin Drive, Suite 13 Concord, Ontario, Canada
L4K 2T7(Address of principal executive offices)

(905) 761-1096(Issuer's telephone number)

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange 
  Act during the past twelve 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 []

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
July 10, 2006, the Registrant had 30,722,750 shares of commonstock
issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes
  []
  No [ x ]

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PART I - FINANCIAL INFORMATION

ITEM
1.           FINANCIAL
STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the six months ended May 31, 2006 are
not necessarily indicative of the results that can be expected for the year
ending November 30, 2006.

As used in this Quarterly Report, the terms "we", "us", "our",
the Company and FC mean FC Financial Services Inc. unless otherwise
indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
unless otherwise stated.

2

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FC FINANCIAL SERVICES, INC.(A Development Stage Company)

CONTENTS

FINANCIAL STATEMENTS

Balance Sheets
      F-1Statements of Operations
      F-2Statements of Cash Flows
      F-3Statements of Stockholders Equity
      F-4Notes to the Financial Statements
      F-5 F-i


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FC FINANCIAL SERVICES,
        INC.(A Development Stage Company)FINANCIAL STATEMENTSFor the Six Months Ended May 31, 2006 and for thePeriod from November 19, 2003 (Date of Inception) toMay 31, 2006(unaudited)(Expressed in
        US dollars) F-ii


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|FC FINANCIAL SERVICES,
      INC.
|---------------------------------
|(A Development Stage Company)    
|BALANCE SHEETS                   
|(Expressed in US dollars)        
|(unaudited)                      

|                                                                      |  | May 31,   |   |  | November 30, |  
|--------------------------------------------------------------------- |  | --------- | - |  | ------------ | -
|                                                                      |  | 2006      |   |  | 2005         |  
|                                                                      |  | $         |   |  | $            |  
|ASSETS                                                                |  |           |   |  |              |  
|Current Assets                                                        |  |           |   |  |              |  
|Cash                                                                  |  | 1,024,961 |   |  | 49,963       |  
|Prepaid expenses                                                      |  | 10,000    |   |  |             |  
|Loan receivable (Note 3)                                              |  | 1,004,110 |   |  |             |  
|Total Current Assets                                                  |  | 2,039,071 |   |  | 49,963       |  
|Property and Equipment (Note 4)                                       |  | 5,428     |   |  | 6,241        |  
|TOTAL ASSETS                                                          |  | 2,044,499 |   |  | 56,204       |  
|                                                                      |  |           |   |  |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                  |  |           |   |  |              |  
|LIABILITIES                                                           |  |           |   |  |              |  
|Current Liabilities                                                   |  |           |   |  |              |  
|Accounts payable                                                      |  | 848       |   |  |             |  
|Accrued
      liabilities                                             |  | 3,250     |   |  | 8,805        |  
|Total Current Liabilities                                             |  | 4,098     |   |  | 8,805        |  
|TOTAL LIABILITIES                                                     |  | 4,098     |   |  | 8,805        |  
|                                                                      |  |           |   |  |              |  
|STOCKHOLDERS' EQUITY                                                  |  |           |   |  |              |  
|Common stock 100,000,000
      shares authorized, $0.00001 par value, |  |           |   |  |              |  
|32,722,750 shares issued and outstanding
      (Note 6)               |  | 327       |   |  | 307          |  
|Additional paid-in capital
      (Note 6)                             |  | 2,114,158 |   |  | 114,198      |  
|Donated capital (Notes 5(b) and (c))                                  |  | 41,400    |   |  | 27,600       |  
|Deficit accumulated during the development
      stage                |  | (115,484  | ) |  | (94,706      | )
|Total Stockholders'
      Equity                                      |  | 2,040,401 |   |  | 47,399       |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            |  | 2,044,499 |   |  | 56,204       |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-1

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|FC FINANCIAL SERVICES,
      INC.
|---------------------------------
|(A Development Stage Company)    
|STATEMENTS OF OPERATIONS         
|(Expressed in US dollars)        
|(unaudited)                      

AccumulatedfromNovember 19,
      
      
      Three months
      
      
      Three months
      
      
      Six months
      
      
      Six months2003(Date of
      
      
      ended
      
      
      ended
      
      
      ended
      
      
      endedInception) to
      
      
      May 31,
      
      
      May 31,
      
      
      May 31,
      
      
      May 31,May 31, 2006
      
      
      2006
      
      
      2005
      
      
      2006
      
      
      2005$
      
      
      $
      
      
      $
      
      
      $
      
      
      $REVENUEInterest income
      
      4,124
      
      
      4,112
      
      
      8
      
      
      4,116
      
      
      8EXPENSESConsulting (Note 4(b))
      
      36,000
      
      
      6,000
      
      
      6,000
      
      
      12,000
      
      
      12,000General and administrativeexpenses
      
      80,796
      
      
      6,130
      
      
      8,835
      
      
      12,081
      
      
      29,378Amortization
      
      1,625
      
      
      406
      
      
      
      
      
      813Interest expense
      
      1,187
      
      
      
      
      
      118
      
      
      
      
      
      413Total expenses
      
      119,608
      
      
      12,536
      
      
      14,953
      
      
      24,894
      
      
      41,791NET LOSS
      
      (115,484
      )
      
      (8,424
      )
      
      (14,945
      )
      
      (20,778
      )
      
      (41,783
      )NET LOSS PER SHARE Basic and Diluted
      
      
      
      
      
      
      
      
      
      
      
      
      $
      ( 0.01
      )Weighted Average Number ofCommon Shares Outstanding
      
      
      
      
      31,049,000
      
      
      5,871,000
      
      
      30,887,000
      
      
      5,440,000


(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-2

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|FC FINANCIAL SERVICES,
      INC.
|---------------------------------
|(A Development Stage Company)    
|STATEMENTS OF CASH FLOWS         
|(Expressed in US dollars)        
|(unaudited)                      

|                                                    |  | Accumulated from       |   |  | Six months |   |  | Six months |  
|--------------------------------------------------- |  | ---------------------- | - |  | ---------- | - |  | ---------- | -
|                                                    |  | November 19, 2003      |   |  | ended      |   |  | ended      |  
|                                                    |  | (Date of Inception) to |   |  | May 31,    |   |  | May 31,    |  
|                                                    |  | May 31, 2006           |   |  | 2006       |   |  | 2005       |  
|                                                    |  | $                      |   |  | $          |   |  | $          |  
|CASH FLOWS TO OPERATING ACTIVITIES                  |  |                        |   |  |            |   |  |            |  
|Net loss                                            |  | (115,484               | ) |  | (20,778    | ) |  | (41,783    | )
|Adjustments to reconcile net loss to net
      cash |  |                        |   |  |            |   |  |            |  
|used in operating activities                        |  |                        |   |  |            |   |  |            |  
|Amortization                                        |  | 1,625                  |   |  | 813        |   |  |           |  
|Interest
      on loan receivable                   |  | (4,110                 | ) |  | (4,110     | ) |  |            |  
|Donated services and
      rent                     |  | 41,400                 |   |  | 13,800     |   |  | 13,800     |  
|Changes in operating assets
      and liabilities   |  |                        |   |  |            |   |  |            |  
|Prepaid expenses                                    |  | (10,000                | ) |  | (10,000    | ) |  |           |  
|Accounts payable
      and accrued liabilities      |  | 4,098                  |   |  | (4,707     | ) |  | 3,001      |  
|Net Cash Used In Operating
      Activities         |  | (82,471                | ) |  | (24,982    | ) |  | (24,982    | )
|CASH FLOWS TO INVESTING ACTIVITIES                  |  |                        |   |  |            |   |  |            |  
|Loan receivable                                     |  | (1,000,000             | ) |  | (1,000,000 | ) |  |           |  
|Acquisition of capital assets                       |  | (7,053                 | ) |  |           |   |  |           |  
|Net Cash Used In Investing
      Activities         |  | (1,007,053             | ) |  | (1,000,000 | ) |  |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES                |  |                        |   |  |            |   |  |            |  
|Proceeds from issuance of common stock              |  | 2,114,485              |   |  | 1,999,980  |   |  | 114,455    |  
|Loan from shareholders                              |  |                       |   |  |           |   |  | (22,573    | )
|Net Cash Provided
      By Financing Activities     |  | 2,114,485              |   |  | 1,999,980  |   |  | 91,882     |  
|INCREASE IN CASH                                    |  | 1,024,961              |   |  | 974,998    |   |  | 66,900     |  
|CASH, BEGINNING OF
      PERIOD                     |  |                       |   |  | 49,963     |   |  | 32         |  
|CASH, END OF PERIOD                                 |  | 1,024,961              |   |  | 1,024,961  |   |  | 66,932     |  
|Non-cash Investing
      and Financing Activities   |  |                       |   |  |           |   |  |           |  
|                                                    |  |                        |   |  |            |   |  |            |  
|Supplemental Disclosures:                           |  |                        |   |  |            |   |  |            |  
|Cash paid (received) for
      interest             |  | 403                    |   |  | (6         | ) |  |           |  
|Cash
      paid for taxes                           |  |                       |   |  |           |   |  |           |  
|Non-cash Investing and Financing Activities         |  |                       |   |  |           |   |  |           |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-3

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|FC FINANCIAL SERVICES,
      INC.                                              
|-------------------------------------------------------------------------------
|(A Development Stage Company)                                                  
|STATEMENT OF STOCKHOLDERS EQUITY                                              
|For the Period from November 19, 2003 (Date of Inception) to
      May 31, 2006
|(Expressed in US dollars)                                                      
|(unaudited interim
      financial statements)                                 

DeficitAdditional
      
      
      
      
      
      AccumulatedPaid-in
      
      
      
      
      
      During theCommon
      
      
      
      
      
      Capital
      
      
      Donated
      
      
      DevelopmentStock
      
      
      Amount
      
      
      (Discount)
      
      
      Capital
      
      
      Stage
      
      
      Total#
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $Balance  November 19, 2003 (Dateof Inception)
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      Issuance of common stock for cashat $0.00001 per share- November 27, 2003
      
      25,000,000
      
      
      250
      
      
      (200
      )
      
      
      
      
      
      
      
      50Net loss for the
        period
      
      
      
      
      
      
      
      
      
      
      
      
      
      (22,791
      )
      
      (22,791
      )Balance  November 30, 2004
      
      25,000,000
      
      
      250
      
      
      (200
      )
      
      
      
      
      (22,791
      )
      
      (22,741
      )Issuance of common stock for cash
      
      
      
      
      
      
      
      
      
      
      at $0.02 per share
      
      5,722,750
      
      
      57
      
      
      114,398
      
      
      
      
      
      
      
      
      114,455Donated services and rent
      
      
      
      
      
      
      
      
      
      
      27,600
      
      
      
      
      
      27,600Net loss for the period
      
      
      
      
      
      
      
      
      
      
      
      
      
      (71,915
      )
      
      (71,915
      )Balance  November 30, 2005
      
      30,722,750
      
      
      307
      
      
      114,198
      
      
      27,600
      
      
      (94,706
      )
      
      47,399Issuance of common shares for cash
      
      2,000,000
      
      
      20
      
      
      1,999,960
      
      
      
      
      
      
      
      
      1,999,980Donated services and rent
      
      
      
      
      
      
      
      
      
      
      13,800
      
      
      
      
      
      13,800Net loss for the period
      
      
      
      
      
      
      
      
      
      
      
      
      
      (20,778
      )
      
      (20,778
      )Balance  May 31, 2006
      
      32,722,750
      
      
      327
      
      
      2,114,158
      
      
      41,400
      
      
      (115,484
      )
      
      2,040,401


See Note 6 for a forward stock split on a five-for-one basis.

(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-4

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|FC FINANCIAL SERVICES,
      INC.    
|-------------------------------------
|(A Development Stage Company)        
|NOTES TO FINANCIAL STATEMENTS        
|FOR THE SIX MONTHS ENDED MAY 31, 2006
|(Expressed in US dollars)            
|(unaudited)                          

|1. | NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | FC Financial Services, Inc. (the Company)
        was incorporated in the State of Nevada on November 19, 2003, where it
        maintains a statutory registered agent's office. The Companys principal
        executive office is located in Ontario, Canada. The Company intends to
        initiate operations in Canada, and is not subject to any deadlines to
        obtain U.S. licenses in order to begin operations. The Company is a Development
        Stage Company as defined by Statement of Financial Accounting Standard
        (SFAS) No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company filed an SB-2 Registration Statement (“SB-2”)
        with the United States Securities Commission that was declared effective
        on February 23, 2005. The Company issued 5,722,750 common shares pursuant
        to the SB-2, at a price of $0.02 per share, for total proceeds of $114,455.
        On December 8, 2005, the Company authorized a forward stock split and
        increased the number of issued and outstanding shares on a five-for-one
        (5:1) basis. All share amounts have been retroactively adjusted for all
        periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In May 2006, the Directors approved a private placement
        financing of 5,000,000 units at $1.00 per unit to raise up to $5,000,000,
        pursuant to Regulation S of the Securities Act of 1933. Each unit will
        consist of one share and one share purchase warrant entitling the holder
        to purchase one share of the Company at a price of $1.00 per share during
        the period ending eighteen months from the date of issue. The Company
        has received subscriptions under Regulation S for 2,500,000 units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Also in May 2006, the Company signed a term sheet to
        purchase all of the issued shares of ICP Solar Technologies Inc. (“ICP”),
        which is engaged in the manufacture and distribution of solar power products,
        in consideration for 20,000,000 shares in the Company. Concurrent with
        the closing of the acquisition, the holders of 24,222,750 restricted shares
        of the Company have agreed to surrender those shares for cancellation.
        On May 16, 2006, the Company advanced a $1,000,000 bridge loan to ICP,
        which bears interest at 10% per annum. On July 4, 2006, the Company increased
        the bridge loan to $1,500,000. Closing of the acquisition is subject to
        the Company completing a financing of $5,000,000 as described above.                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company is listed on the Over-the-Counter Bulletin
        Board under the symbol FCFN.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These financial statements have been prepared in accordance
        with generally accepted accounting principles applicable to a going concern,
        which contemplates the realization of assets and the satisfaction of liabilities
        and commitments in the normal course of business. As of May 31, 2006,
        the Company had not recognized any revenues and had accumulated losses
        of $117,984 since inception. The Companys ability to continue as
        a going concern is contingent upon the successful completion of additional
        financing arrangements and its ability to achieve and maintain profitable
        operations. There is no assurance that any such activity will generate
        funds that will be available for operations. Management is considering
        alternatives to its initial business plan. These financial statements
        do not include any adjustments to the recoverability and classification
        of liabilities that might be necessary should the Company be unable to
        continue as a going concern. These factors raise substantial doubt regarding
        the Companys ability to continue as a going concern.

F-5

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|FC FINANCIAL SERVICES,
      INC.    
|-------------------------------------
|(A Development Stage Company)        
|NOTES TO FINANCIAL STATEMENTS        
|FOR THE SIX MONTHS ENDED MAY 31, 2006
|(Expressed in US dollars)            
|(unaudited)                          

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------
|   |                                           
|   | (a)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (b)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (c)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (d)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (e)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (f)                                       
|   |                                           
|   |                                           

Computers
      3 yearsFurniture and fixtures
      5 years


F-6

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|FC FINANCIAL SERVICES,
      INC.    
|-------------------------------------
|(A Development Stage Company)        
|NOTES TO FINANCIAL STATEMENTS        
|FOR THE SIX MONTHS ENDED MAY 31, 2006
|(Expressed in US dollars)            
|(unaudited)                          

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (g)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (h)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (i)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (j)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (k)                                                           
|   |                                                               
|   |                                                               

F-7

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|FC FINANCIAL SERVICES,
      INC.    
|-------------------------------------
|(A Development Stage Company)        
|NOTES TO FINANCIAL STATEMENTS        
|FOR THE SIX MONTHS ENDED MAY 31, 2006
|(Expressed in US dollars)            
|(unaudited)                          

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (l)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (m)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (n)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (o)                                                           
|   |                                                               
|   |                                                               

F-8

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|FC FINANCIAL SERVICES,
      INC.    
|-------------------------------------
|(A Development Stage Company)        
|NOTES TO FINANCIAL STATEMENTS        
|FOR THE SIX MONTHS ENDED MAY 31, 2006
|(Expressed in US dollars)            
|(unaudited)                          

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | LOAN RECEIVABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On May 16, 2006 the Company advanced a $1,000,000
        bridge loan to ICP. On July 4, 2006, the Company increased the bridge
        loan to $1,500,000. The loan is secured by personal guarantees of the
        ICP shareholders, bearing interest at 10% per annum, and is due on the
        earlier of November 8, 2006 or 90 days following the closing of the Company’s
        acquisition of ICP. At May 31, 2006, accrued interest of $4,110 has been
        recorded.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                        |  |       |  |  |              |  |  | May 31,      |  |  | November 30, | 
| | ---------------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                        |  |       |  |  |              |  |  | 2006         |  |  | 2005         | 
| |                        |  |       |  |  |              |  |  | Net Carrying |  |  | Net Carrying | 
| |                        |  |       |  |  | Accumulated  |  |  | Value        |  |  | Value        | 
| |                        |  | Cost  |  |  | Amortization |  |  | $            |  |  | $            | 
| |                        |  | $     |  |  | $            |  |  | (unaudited)  |  |  | (audited)    | 
| |                        |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer hardware      |  | 1,603 |  |  | 535          |  |  | 1,068        |  |  | 1,336        | 
| | Furniture and fixtures |  | 5,450 |  |  | 1,090        |  |  | 4,360        |  |  | 4,905        | 
| |                        |  | 7,053 |  |  | 1,625        |  |  | 5,428        |  |  | 6,241        | 

|5. | RELATED PARTY TRANSACTIONS/BALANCES
|-- | -----------------------------------
|   |                                    
|   | (a)                                
|   |                                    
|   | (b)                                

F-9

---

|FC FINANCIAL SERVICES,
      INC.    
|-------------------------------------
|(A Development Stage Company)        
|NOTES TO FINANCIAL STATEMENTS        
|FOR THE SIX MONTHS ENDED MAY 31, 2006
|(Expressed in US dollars)            
|(unaudited)                          

|6. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In May 2006, the Company signed a term sheet
        to acquire all of the issued shares of ICP, which is in the business of
        the manufacture and distribution of solar power products, for consideration
        of 20,000,000 shares in the Company. Concurrent with the closing of the
        acquisition, the holders of 24,222,750 restricted shares of the Company
        have agreed to surrender those shares for cancellation. On May 16, 2006,
        the Company advanced a $1,000,000 bridge loan to ICP, which bears interest
        at 10% per annum. On July 4, 2006, the Company increased the bridge loan
        to $1,500,000. Closing of the acquisition is subject to the Company completing
        a financing of $5,000,000 as described in Note 1.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-10

---

ITEM
2.           MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as may,
will, should, expect, plan, intend, anticipate, believe,
estimate, predict, potential or continue, the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks discussed below, and, from time to time, in other reports we file with the
United States Securities and Exchange Commission (the SEC), including our
Annual Report on Form 10-KSB for the year ended November 30, 2005 and our
Current Reports on Form 8-K.

INTRODUCTION

We were incorporated in the State of Nevada on November 19,
2003. We are a development stage company in the business of providing indirect
financing of installment contracts for automobile purchases and leases. Our
business model involves automobile dealers making arrangements with us to
finance the purchase or lease of a vehicle. We primarily provide financing to
those borrowers who have past credit problems, limited credit histories, or low
incomes (the Non-prime Borrowers). Our plan of operation is to receive
pre-screened Non-prime Borrowers from First Class Financial Services, Inc.
(First Class), an affiliate of FC.

On May 8, 2006, we signed a term sheet with all of the
stockholders of ICP Solar Technologies Inc. (ICP), pursuant to which we intend
to acquire all of the outstanding shares of ICP subject to certain terms and
conditions. ICP is a company engaged in the manufacture and distribution of
solar power products. If we complete the acquisition of ICP we intend to change
our business to that of ICP.

We have not earned any revenues to date. Our initial business
plan is to develop and maintain a portfolio of finance receivables of
installment contracts from automobile dealers and earn revenues from interest
income from our finance receivable portfolio. Until we complete the transaction
with ICP we intend to pursue our initial business plan. We do not anticipate
earning revenues until such time as we complete the development of our
business.

RECENT CORPORATE DEVELOPMENTS

Since the completion of our last fiscal quarter ended February
28, 2006, we have experienced the following significant corporate
developments:

|1. | On May 8, 2006, we entered into a term sheet (the Term
      Sheet) with all of the stockholders of ICP, pursuant to which we intend
      to acquire all of the outstanding shares of ICP subject to certain terms
      and conditions. ICP is a company engaged in the manufacture and
      distribution of solar power products. Pursuant to the Term Sheet, we
      agreed to issue 20,000,000 shares of our common stock, par value $0.00001
      per share to a trustee nominated by the stockholders of ICP. Also,
      pursuant to the Term Sheet, we will incorporate a 100% wholly owned
      Canadian subsidiary (Exchangeco) that will acquire 100% of the issued
      and outstanding shares of ICP in exchange for an equal number of shares in
      Exchangeco, each exchangeable into one share of our common stock held in
      trust (the Exchange). Closing of the Exchange is subject to a number of
      conditions including: (i) satisfactory completion of due diligence by both
      parties, and (ii) completion by FC of a financing of up to 5,000,000 units
      at $1.00 per unit, with each unit consisting of one share of our common
      stock and one share purchase warrant exercisable to purchase an additional
      share of common stock at a price of $1.00 per share for a period of
    18
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

|   | months from closing of the financing. See Term Sheet
      with ICP Solar Technologies Inc., below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | On May 16, 2006, in connection with our entry into the
      Term Sheet with ICP, we entered into a loan agreement (the Loan
      Agreement) with ICP, pursuant to which we provided to ICP a bridge loan
      of $1,000,000. Pursuant to the terms of the Loan Agreement, (i) ICP must
      repay the loan by the earlier of November 8, 2006 or 90 days following the
      closing of the Acquisition pursuant to the Term Sheet, at an interest rate
      of 10% per annum payable on the maturity date, and (ii) Sass Peress,
      Peress Family Trust, Arlene Ades and Joel Cohen (the ICP Guarantors)
      must provide a guarantee on the repayment of the loan and secure the
      guarantee by pledging 3,064,291 common shares of ICP held by the ICP
      Guarantors, which represents all of the outstanding shares of common stock
      of ICP. On July 4, 2006 the Loan Agreement was amended to increase the
      principal amount loaned to $1,500,000. See Loan Agreement with ICP,
      below.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | In May, 2006, our board of directors approved an offering
        (the Offering) of up to 5,000,000 units at $1.00 per unit
        for gross proceeds of up to $5,000,000, with each unit consisting of one
        share and one share purchase warrant entitling the holder to purchase
        one share of our common stock at a price of $1.00 per share exercisable
        eighteen months from the date of the issuance. On May 15, 2006, we completed
        the issuance of 1,000,000 units for gross proceeds of $1,000,000 in connection
        with the Offering to a subscriber pursuant to Regulation S of the Securities
        Act of 1933. On July 11, 2006, we completed the issuance of 1,500,000
        units for gross proceeds of $1,500,000 to four subscribers pursuant to
        Regulation S of the Securities Act of 1933. See Item 2. Unregistered
        Sales Of Equity Securities And Use Of Proceeds, below.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | In June, 2006, our board of directors approved an offering
        to investors (the Note Offering) of up to 3,000 units at a
        price of $1,000 US per unit for gross proceeds of up to $3,000,000 pursuant
        to Regulation S of the Securities Act of 1933, with each Unit consisting
        of one 8% Convertible Note in the principal amount of $1,000 US, and one
        thousand share purchase warrants (the Warrants), with each
        Warrant entitling the holder thereof to purchase one additional share
        of our common stock for a period of 18 months following the closing of
        the Note Offering. On July 11, 2006, we completed the issuance of 2,500
        units for gross proceeds of $2,500,000 to three subscribers pursuant to
        Regulation S of the Securities Act of 1933. See Item 2. Unregistered
        Sales Of Equity Securities And Use Of Proceeds, below.                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | In connection with our entry into the Loan Agreement, we
      entered into a Share Pledge Agreement with the ICP Guarantors and received
      a guarantee from the ICP Guarantors pursuant to a Limited Course Guarantee
      dated May 16, 2006, as amended July 4, 2006 (the Guarantee). Pursuant to
      the terms of the Guarantee and the Share Pledge Agreement, the ICP
      guarantors unconditionally guaranteed the due and punctual performance and
      repayment of the loan under the Loan Agreement. Our recourse under the
      Guarantee is limited to the 3,064,291 common shares of ICP pledged as
      security for the guarantee of the ICP Guarantors under the Share Pledge
      Agreement.                                                                                                                                                                                                                                                                                                     

Term Sheet with ICP Solar Technologies Inc.

During our second fiscal quarter ended May 31, 2006, we entered
into a term sheet (the Term Sheet) dated May 8, 2006, with all of the
stockholders of ICP, for the purpose of acquiring all of the outstanding shares
of ICP. Pursuant to the terms of the Term Sheet, and subject to the entry into a
definitive agreement between the parties, we agreed to issue 20,000,000 shares
of our common stock, par value $0.00001 per share, to a trustee nominated by the
stockholders of ICP and incorporate a 100% wholly owned Canadian subsidiary
(Exchangeco) that will acquire 100% of the issued and outstanding shares of
ICP in exchange for an equal number of shares in Exchangeco, each exchangeable
into one share of our common stock held in trust (the Exchange).

4

---

Closing of the Exchange is subject to a number of additional
conditions including the following:

| | (i)   | FC is to provide a bridge loan of $1,000,000 to ICP
      secured by all of the outstanding ICP shares. Upon closing of the
      Exchange, the loan will convert into equity at $1.00 per share. In the
      event that ICP and FC do not close within 90 days of the execution of the
      term sheet, then the loan would be repayable by ICP to FC within 90
      days;                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)  | FC will complete a financing of 5,000,000 units at $1.00
      per unit, with each unit consisting of one share of common stock and one
      share purchase warrant exercisable to purchase an additional share of
      common stock at a price of $1.00 per share for a period of 18 months from
      closing of the financing. The investors purchasing the financing will be
      granted registration rights with respect to the shares comprising the
      units and the shares to be issued on exercise of the warrants. FC will
      file a registration statement on Form SB-2 under the Securities Act on
      closing of the financing to be effective within 6 months of closing, with
      FC having the option to structure the financing as a convertible note
      offering;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii) | Concurrent with the closing of the Exchange, the holders
      of 24,222,750 restricted shares of FC will agree to surrender those shares
      for cancellation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)  | Entry by the parties into a formal agreement setting out
      the terms of the Exchange (the Exchange Agreement); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (v)   | Satisfactory completion of due diligence of each of the
      parties to the Exchange Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Upon closing of the Exchange, we will own and operate the
assets ICP and change our business to that of ICP. There is no assurance that
the Exchange transaction will be completed. The transaction is subject to the
completion of due diligence and the entry into a definitive agreement between
the parties. Until we complete the transaction with ICP, of which there is no
assurance, we intend to pursue our initial business plan.

ICP is a company engaged primarily in the manufacture and
distribution of solar-related products for the retail market. ICP conducts
research and development, and manufactures, markets and sells solar panel based
products to consumers, original equipment manufacturers and integrated building
materials market verticals. ICP owns a proprietary solar cell manufacturing
facility in the United Kingdom whose production is integrated into ICPs various
products.

Loan Agreement with ICP

On May 16, 2006, in connection with our entry into the Term
Sheet with ICP, we entered into a loan agreement (the Loan Agreement) with
ICP, pursuant to which we provided to ICP a bridge loan of $1,000,000. Pursuant
to the terms of the Loan Agreement, (i) ICP must repay the loan by the earlier
of November 8, 2006 or 90 days following the closing of the Exchange pursuant to
the Term Sheet, at an interest rate of 10% per annum payable on the maturity
date, and (ii) Sass Peress, Peress Family Trust, Arlene Ades and Joel Cohen (the
ICP Guarantors) must provide a guarantee on the repayment of the loan and
secure the guarantee by pledging 3,064,291 common shares of ICP held by the ICP
Guarantors, which represents all of the outstanding shares of common stock of
ICP. On July 4, 2006 the Loan Agreement was amended to increase the principal
amount loaned to $1,500,000.

In connection with our entry into the Loan Agreement, we
entered into a Share Pledge Agreement with the ICP Guarantors and received a
guarantee from the ICP Guarantors pursuant to a Limited Course Guarantee dated
May 16, 2006, as amended July 4, 2006 (the Guarantee). Pursuant to the terms
of the Guarantee and the Share Pledge Agreement, the ICP guarantors
unconditionally guaranteed the due and punctual performance and repayment of the
loan under the Loan Agreement. Our recourse

5

---

under the Guarantee is limited to the 3,064,291 common shares
of ICP pledged as security for the guarantee of the ICP Guarantors under the
Share Pledge Agreement.

Automobile Financing Services

Until we complete our acquisition of ICP, of which there is no
assurance, we intend to pursue our initial business plan, which consists of
purchasing installment contracts originated by automobile dealers in connection
with financing of their automobiles. The objective of our initial business plan
is to provide financing to those borrowers in the automobile finance industry
who have past credit problems, limited credit histories, or low incomes (the
Non-prime Borrowers). We anticipate receiving pre-screened Non-prime Borrowers
from First Class Financial Services, Inc. (First Class), whose officers and
directors are our officers and directors. First Class works with 15 different
financial institutions from large banks to private leasing companies and
receives applications from approximately 150 automobile dealers.

Our initial business plan consists primarily of evaluating
which contracts to purchase, negotiating the terms of purchase, arranging for
the financing of the purchase, and servicing the contracts and loans in our
portfolio. Upon the origination of a loan or purchase of a contract, we would
obtain the right to receive all remaining payments under the contract or loan
and a security interest in the vehicle financed. We would collect the principal
and interest due on contracts that we purchase. We would also acquire contracts
individually from automobile dealers, after a credit review and analysis of the
specific borrower. We would then invest significant amounts of cash to acquire
motor vehicle installment contracts. As such, we would then make 10% down
payments on each vehicle with the balance to be financed. We would then generate
earnings over the terms of those installment contracts in the form of interest
income generated from our portfolio of installment contracts.

In addition, our initial business plan is to service all of our
contracts. Servicing generally consists of:

- Processing payments,
- Performing collection procedures,
- Tracking insurance and tile,
- Responding to borrower inquiries,
- Investigating delinquencies,
- Repossessing and reselling collateral,
- Performing collection reporting, and
- Monitoring credit performance.

First Class Financial Services Inc.

First Class is owned by the officers and directors of FC and
works with different financial institutions from large banks to private leasing
companies and receives applications from approximately 150 automobile
dealers.

6

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Business Model

We presently intend to acquire the business of ICP and change
our business to that of ICP. Until such time as we complete the proposed
transaction with ICP, we intend to pursue our initial business model, which can
be described as follows:

An automobile dealer will contact us with a non-prime customer
who wishes to purchase a vehicle. Upon our approval of his/her application, we
will purchase the vehicle and register the title in our name. We will then lease
the vehicle to the customer, who will make the lease payments to us. Once the
last lease payment is made, we would transfer the title to the customer. We
would purchase the vehicle with 10% down and the balance to be financed.

Credit Approval Process

Our initial business plan contemplates the following credit
approval procedures:

|STAGES                               |                                                                                                                                                                                                                                                                                                                                                 | PROCEDURES                                                                                                                                                            
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Pre-fundingProcedures                | 1.                                                                                                                                                                                                                                                                                                                                              | Receive a credit application.                                                                                                                                         
|2.                                   | Using an automated system, obtain credit histories,
      determine the wholesale value of the vehicle and calculate the credit
      score of the application.                                                                                                                                                                                
|3.                                   | Use the credit score as a guide to evaluate the
      application.                                                                                                                                                                                                                                                                             
|4.                                   | Evaluate other potential offsetting factors such as the
      borrowers residence stability, employment stability, income level
      relative to expenses and past performance on other automobile-related
      debt.                                                                                                                       
|5.                                   | Approve the purchase or lease.                                                                                                                                                                                                                                                                                                                 
|Confirmation of
      Funding        | 1.                                                                                                                                                                                                                                                                                                                                              | Confirm the borrowers employment and the insurance on
      the vehicle.                                                                                             
|2.                                   | Direct telephone interview with the borrower to confirm
      the terms of the contract, the source of the down payment and the options
      on the vehicle for the purpose of reducing misrepresentation by the
      borrower.                                                                                                              
|3.                                   | Perform an automated review of the contract and identify
      any characteristics not in compliance with our minimum proprietary
      standards.                                                                                                                                                                                             
|Post-Funding Quality
      |Review   | 1.                                                                                                                                                                                                                                                                                                                                              | Use an automated system to continue to monitor the
      contract after funding.                                                                                      
|2.                                   | Complete full quality control review of a random sample
      of 5% of the newly originated contracts, with the focus on compliance with
      our lending standards, the quality of the credit decision and the
      completeness of contracts documentation.                                                                                
|3.                                   | On a periodic basis, prepare a report, summarizing policy
      exceptions, processing errors, documentation deficiencies and overly
      aggressive credit decisions.                                                                                                                                                                        
|Billing and Collection
      Process | 1.                                                                                                                                                                                                                                                                                                                                              | Set up a pre-authorized payment plan for each borrower at
      the time of signing. All payments will be directed to our lock-box account
      at a commercial bank.
|2.                                   | Transfer borrower payment data electronically to our
      computerized records.                                                                                                                                                                                                                                                               
|3.                                   | Closely monitor contracts and maintain frequent contact
      with delinquent borrowers and if necessary educate borrowers on managing
      monthly budgets.                                                                                                                                                                                  
|4.                                   | Identify the underlying causes of the borrowers
      delinquency and make an early collection risk assessment.                                                                                                                                                                                                                               
|5.                                   | Send past due notices to borrowers whose account becomes
      10 days past due.                                                                                                                                                                                                                                                               
|6.                                   | If a borrower has current financial difficulties, but has
      previously demonstrated a positive history of payment, permit a payment
      extension of not more than two months. Our policy is to never let
      extension exceed 2% of our contracts in our portfolio. The extension is
      available once over the term of a contract.

7

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PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operation for the six
months ended May 31, 2006 and changes in our financial condition from our year
ended November 30, 2005. The following discussion should be read in conjunction
with the Managements Discussion and Analysis or Plan of Operation included in
our Annual Report on Form 10-KSB for the year ended November 30, 2005.

Plan of Operation

We are a development stage company, engaged in indirect
financing of automobile purchases. We have not earned any revenues to date, and
from inception on November 19, 2003 to May 31, 2006, we have suffered cumulative
losses in the amount of $115,484. Our plan of operation is to complete the
acquisition of ICP and change our business to that of ICP. We intend to continue
pursuing our initial plan of operation until we complete our transaction with
ICP. There is no assurance that the transaction with ICP will be completed. The
transaction is subject to the completion of due diligence and the entry into
definitive agreements between the parties. Our initial plan of operation is to
develop and maintain a portfolio of finance receivables of installment contracts
obtained from automobile dealers and earn revenues from interest income
generated by our finance receivables. We do not anticipate earning revenues
until such time as we complete the development of our business.

Although there can be no assurances, initially we anticipate
receiving 10-20 applications pre-screened non-prime borrowers from First Class
Financial Services, Inc. with approximately 30 vehicles to be purchased. We plan
to use the payments from the borrowers to initially cover the cost of our
overhead expenses, service our loans with our lenders and use the balance for
down payments on the acquisition of additional vehicles.

Cash Requirements

Our present objective is to complete the acquisition of ICP.
Until we complete the acquisition of ICP, the following are our milestones and
objectives over the next twelve months:

|   | Milestones
      and Objectives                                                                                                    | Anticipated
      Costs   | Time
      Frame
|-- | ---------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ----------------
|1. | Establish an office and acquire the furniture and equipment
      needed to begin operations.                                      | $10,000                   | Complete        
|2. | Develop
      leasing and financing software. 
       We hired
      Datasoft Inc. on September 8, 2005, to develop the software. | $17,000                   | Ongoing         
|3. | Develop
      a website in conjunction with the software to market and promote our services.                                       | $5,000                    | Ongoing         
|4. | Obtain
      and negotiate financing for the initial acquisition of approximately 30
      vehicles.                               | $5,000                    | November 2006   
|5. | Begin
      processing installment contracts within 30 days of the completion of the
      software and website development.       | $3,000                    | December 2006   
|6. | Acquire
      the vehicles with 10% down payment and lease them back to the customer.                                              | $500  $2,000 per vehicle | February 2007   
|   | TOTAL                                                                                                                              | $77,500*                  | -               

* Based on purchase of 30 vehicles at a price of $2,000 per
vehicle.

8

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In addition to the costs outlined above, we anticipate that we
will incur over the next twelve months the following expenses:

Category
    Planned Expenditures Over
      the Next Twelve MonthsProfessional Fees
    $40,000Office Expenses
      $10,000Miscellaneous Expenses
      $5,000TOTAL
      $55,000


We have cash in the amount of $1,024,961 and working capital of
$2,040,401 as of May 31, 2006. Our total expenditures over the next twelve
months are anticipated to be approximately $132,500, the majority of which is
due to establishing our initial operations and general, legal, accounting and
administrative expenses associated with our reporting requirements under the
Exchange Act.

As at May 31, 2006 we have raised $2,114,485 in equity
financing since our inception. We presently have sufficient funds to pursue our
plan of operation for the next twelve months. However, if we continue to incur
losses from our operations, we will require additional financing for operational
expenses. Currently, we do not have arrangements for additional funds. See
Future Financings, below.

RESULTS OF OPERATIONS

Second Quarter and Six Months Summary

Three Months Ended May 31
    
    Six Months Ended May 31Percentage
    
    
    
    PercentageIncrease /
    
    
    
    Increase /2006
    2005
    (Decrease)
    
    2006
    2005
    (Decrease)Revenue
    $4,112
    $8
    51,300%
    
    $4,116
    $8
    51,300%Expenses
    (12,536)
    (14,953)
    (16.1)%
    
    (24,894)
    (41,799)
    (40.44)%Net Loss
    $(8,424)
    $(14,945)
    (43.6)%
    
    $(20,778)
    $(41,791)
    (50.2)%


Revenue

We had minimal revenue from interest income during the six
months ended May 31, 2006. We do not anticipate earning revenues until such time
as we complete the development of our business. We are presently in the
development stage of our business and we can provide no assurance that we will
be able to generate revenues from our business model or that the revenues
generated will exceed our operating costs.

9

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Expenses

Our operating expenses for the three and six month periods
ended May 31, 2006 consisted of the following:

Three Months Ended May 31
    
    Six
      Months Ended May 31Percentage
    
    
    
    Percentage2006
    2005
    Inc.
      / (Dec.)
    
    2006
    2005
    Inc.
      / (Dec.)Consulting
    $6,000
    $6,000
    -
    
    $12,000
    $12,000
    -General and
    6,130
    8,835
    (30.6)%
    
    12,082
    29,378
    (50.4)%administrative expensesAmortization
    406
    -
    100%
    
    813
    -
    100%Interest Expense
    -
    118
    (100)%
    
    -
    421
    (100.0)%Total
    $12,536
    $14,953
    (16.1)%
    
    $24,894
    $41,791
    (34.5)%


Our operating expenses for the six months ended May 31, 2006
decreased as compared to the comparative period in 2005 primarily as a result of
reduced professional fees. We anticipate our operating expenses will increase as
we continue to undertake our plan of operation. The increase is expected to be
attributable to our continuing development and as a result of our ongoing
reporting requirements under the Exchange Act.

Net Loss

We incurred a net loss in the amount of $115,484 for the period
from inception to May 31, 2006. Our loss was entirely attributable to the
operating expenses associated with the development, marketing and promotion of
our business and the expenses relating to the preparation of our Registration
Statement on Form SB-2 and our periodic reports under the Exchange Act. We have
not earned any revenues to date. We can provide no assurance that we will earn
any revenue or that any revenue earned will exceed the expenses incurred.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital     |                       |                            |                      
|------------------- | --------------------- | -------------------------- | ---------------------
|                    |                       |                            | Percentage           
|                    | At
      May 31, 2006 | At
      November 30, 2005 | Increase / (Decrease)
|Current Assets      | $2,039,071            | $49,963                    | 3,981.2%             
|Current Liabilities | (4,098)               | (8,805)                    | (53.4)%              
|Working Capital     | $2,040,401            | $41,158                    | 4,857.4%             

|Cash Flows                                    |                    |                   
|--------------------------------------------- | ------------------ | ------------------
|                                              | Six Months Ended   | Six Months Ended  
|                                              | May
      31, 2006 | May
      31, 2005
|Cash Flows used in Operating
      Activities | $(24,982)          | $(24,982)         
|Cash Flows used in Investing Activities       | (1,000,000)        | -                 
|Cash Flows from Financing
      Activities    | 1,999,980          | 91,882            
|Net Increase in Cash During Period            | $1,024,961         | $66,932           

10

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We have cash in the amount of $1,024,961 and working capital of
$2,032,473 as of May 31, 2006 compared to working capital of $41,158 as of May
31, 2005. The increase in our working capital is primarily due to the fact that
we raised $2,000,000 pursuant to our equity financing during the quarter.
Following the closing of our Offering and Note Offering in July, 2006 we raised
a total of $5,000,000. Our total expenditures over the next twelve months are
anticipated to be approximately $132,500, the majority of which is due to our
operational, marketing and promotional expenses and general, legal, accounting
and administrative expenses associated with our reporting obligations under the
Exchange Act.

Future Financings

From inception to May 31, 2006, we have suffered cumulative
losses in the amount of $115,484. We presently have sufficient funds to pursue
our stated plan of operation for the next twelve month period. In the event that
we complete our transaction with ICP we anticipate that we may require
additional financing to fund our business operations. We anticipate that
additional funding, if required, will be in the form of equity financing from
the sale of our common stock. However, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund additional expenditures. We do not have any arrangements in
place for any future equity financing.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations.

Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Foreign Currency Translation

Our functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign currencies are
translated in accordance with SFAS No. 52 Foreign Currency Translation using
the exchange rate prevailing at the balance sheet date. Gains and losses arising
on translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income. Foreign currency
transactions are primarily undertaken in Canadian dollars. We have not, to the
date of these financial statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.

11

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RISKS AND UNCERTAINTIES

We Have Yet To Attain Profitable Operations And Because We
Will Need Additional Financing To Fund The Development Of Our Operations, Our
Accountants Believe There Is Substantial Doubt About Our Ability To Continue As
A Going Concern.

We have incurred a net loss of $115,484 for the period from
inception to May 31, 2006, and have earned no revenues to date. Our future is
dependent upon future profitable operations from our business. These factors
raise substantial doubt that we will be able to continue as a going concern. We
have cash in the amount of $1,024,961 as of May 31, 2006. Our total expenditures
over the next twelve months are anticipated to be approximately $132,500, the
majority of which is due to the operating expense related to our business,
consulting fees and expenditures related to general, legal, accounting and
administrative expenses as a result of our becoming a reporting issuer under the
Exchange Act. We presently have sufficient cash on hand to fund our proposed
expenditures for the next twelve months.

Our financial statements included with this Quarterly Report
have been prepared assuming that we will continue as a going concern. If we are
not able to earn revenues, then we may not be able to continue as a going
concern and our financial condition and business prospects will be adversely
affected. These factors raise substantial doubt that we will be able to continue
as a going concern and adversely affect our ability to obtain additional
financing.

We Depend On Recruiting And Retaining Qualified Personnel
And The Inability To Do So Would Seriously Harm Our Business.

Our success is dependent in part on the services of certain key
management personnel, including Taras Chebountchak and Orit Stolyar, our
directors and officers. We presently do not have any formal or written
agreements with our key management personnel providing services to us. Each one
of our two officers has nine years of experience in evaluating the credit
history of potential customers. The experience of our management is an important
factor contributing to our success and growth and the loss of our management
could have a material adverse effect on our company. Our future success also
depends on our attracting, retaining and motivating highly skilled personnel and
we may be unable to retain our key personnel or attract, assimilate or retain
other highly qualified personnel in the future.

We may also experience difficulty in hiring and retaining
highly skilled consultants with appropriate qualifications. Because of the
nature of our products and services and the market in which we compete, our
success depends on the continued services of our current executive officers and
our ability to attract and retain qualified personnel in the automobile credit
industry. Even if we invest significant resources to recruit, train and retain
qualified personnel, we may not be successful in our efforts.

Because We Will Be Financing The Purchase Of Cars For
Persons Who Are Not Prime Candidates For Credit, If Too Many Of Them Default, We
May Have To Suspend Or Cease Operations.

We intend to finance the purchase of vehicles for persons who
have poor credit. As such, there is a risk that these persons will default on
their loans. If too many persons default on their loans, our stream of income
will be reduced or may cease entirely. If that happens, we may have to suspend
or cease our operations and investors will lose their investments.

Subjective Nature Of Credit Decisions On Underlying
Borrowers Under The Contracts May Lead To Cumulative Error.

Although we rely on a number of standardized factors using our
automated system in determining the credit-worthiness of the underlying
borrowers for the contracts we purchase, our credit decisions in these purchases
are to some extent subjective in nature and to that extent dependent upon the
skills of

12

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our personnel who makes the credit and contract purchase
decisions. Although we believe that these personnel are highly skilled, because
we only use the services of these personnel to make contract purchase decisions,
and they primarily communicate with one another in establishing the weight to be
attributed to these credit worthiness factors, should these persons as a group
establish and repeat the same type of error in the evaluation of a number of
separate credit reports, any such an error could be cumulative and result in
losses that could be material in the aggregate.

Bankruptcies And Deficiency Judgments Against Borrowers May
Impede Collection Under Contracts And Loans And Increase Operating Costs.

Certain statutory provisions, including federal and state
bankruptcy and insolvency laws applicable to individuals, may limit or delay our
ability to repossess and resell vehicles serving as collateral to secure payment
of the contracts or loans, or to enforce a deficiency judgment against a
borrower under the contract. In the event that a significant number of
deficiency judgments are not obtained, are not satisfied, are satisfied at a
discount or are discharged in whole or in part in bankruptcy proceedings, the
vehicles securing the contracts and loans would not serve their intended purpose
of providing collateral with an underlying realizable value, thereby reducing
the collectibility of the contracts or loans, which may increase our costs.

We May Experience Higher Than Normal Delinquency And
Charge-Off Rates In Our Loan Portfolios, Which Could Reduce Our
Profitability.

Our profitability depends, to a material extent, on the
performance of contracts that we acquire. Historically, indirect financing
business has experienced higher delinquency and charge-off rates than
traditional financial institutions because a large portion of the loans is to
non-prime borrowers, who may be unable to obtain financing from traditional
sources due to their credit history. Although we will attempt to mitigate these
high credit risks with our underwriting standards, pricing and collection
procedures, these standards and procedures may not offer adequate protection
against the risk of default. In the event of a default, the collateral value of
the financed vehicle usually does not cover the outstanding loan balance and
costs of recovery. Higher than anticipated delinquencies and defaults on our
contracts would reduce our profitability.

We Depend Upon Our Relationships With Our Dealers.

Our business depends in large part upon our ability to
establish and maintain relationships with automobile dealers who originate the
contracts we acquire. Although we believe that we will be successful in
developing and maintaining such relationships, such relationships are not
exclusive, and many of them are not longstanding. We may not be successful in
maintaining such relationships or increasing the number of dealers with whom we
do business. Our existing dealer base may not continue to generate or refer to
us a volume of contracts comparable to the volume of such contracts historically
generated or referred by such dealers.

Our Success Depends Upon Our Ability To Implement Our
Business Strategy.

Our financial position depends on our managements ability to
execute our business strategy. Key factors involved in the execution of our
business strategy include the use of effective pricing, achievement of the
desired contract acquisition volume, risk management techniques and collection
methods, continued investment in technology to support operating efficiency and
continued access to significant funding and liquidity sources. Our failure or
inability to execute any element of our business strategy could materially
adversely affect our financial condition.

Our Business Is Highly Dependent Upon General Economic
Conditions.

During periods of economic slowdown or recession,
delinquencies, defaults, repossessions and losses generally increase. These
periods also may be accompanied by decreased consumer demand for

13

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automobiles and declining values of automobiles securing
outstanding loans, which weakens collateral coverage on our loans and increases
the amount of a loss we would experience in the event of default. Significant
increases in the inventory of used automobiles during periods of economic
recession may also depress the prices at which repossessed automobiles are sold
or delay the timing of these sales. Because we focus on non-prime borrowers, the
actual rates of delinquencies, defaults, repossessions and losses on these loans
are higher than those experienced in the general automobile finance industry and
could be more significantly affected by a general economic downturn. In
addition, during an economic slowdown or recession, our servicing and collection
costs may increase without a corresponding increase in our income. While we seek
to manage the higher risk inherent in loans made to non-prime borrowers through
our underwriting criteria, pricing and collection methods, these criteria or
methods may not afford adequate protection against these risks. Any sustained
period of increased delinquencies, defaults, repossessions or losses or
increased servicing and collection costs could adversely affect our financial
condition.

Decreased Auction Proceeds Resulting From The Depressed
Prices At Which Used Automobiles May Be Sold During Periods Of Economic Slowdown
Or Recession Will Reduce Our Profitability.

If we repossess a vehicle securing a contract, we typically
have it transported to an automobile auction for sale. Auction proceeds from the
sale of repossessed vehicles and other recoveries are usually not sufficient to
cover the outstanding balance of the contract, and the resulting deficiency is
charged off. In addition, there is, on average, approximately a 60-day lapse
between the time we repossess a vehicle and the time it is sold at public
auction. Furthermore, depressed wholesale prices for used automobiles may result
from significant liquidations of rental or fleet inventories, and from increased
volume of trade-ins due to promotional financing programs offered by new vehicle
manufacturers. During periods of economic slowdown or recession, decreased
auction proceeds resulting from the depressed prices at which used automobiles
may be sold will result in us experiencing higher credit losses.

An Increase In Market Interest Rates May Reduce Our
Profitability.

Our long-term profitability may be directly affected by the
level of and fluctuations in interest rates. Sustained, significant increases in
interest rates may adversely affect our liquidity and profitability by reducing
the interest rate spread between the rate of interest we receive on our
contracts and interest rates that we pay under our outstanding line of credit
facility. As interest rates increase, the gross interest rate spread on new
originations will generally decline since the rates charged on the contracts
acquired from dealers generally are limited by statutory maximums and
competitive market conditions restricting our opportunity to pass on increased
interest costs.

We Are Subject To Many Laws And Governmental Regulations,
And Any Material Violations Of Or Changes In These Laws Or Regulations Could
Have A Material Adverse Effect On Our Financial Condition And Business
Operations.

Our financing operations are subject to regulation, supervision
and licensing under various federal, state and local statutes and ordinances.
Additionally, the procedures that we must follow in connection with the
repossession of vehicles securing contracts are regulated by each of the states
in which we do business. The various federal, state and local statutes,
regulations and ordinances applicable to our business govern, among other
things:

- licensing requirements;
- requirements for maintenance of proper records;
- payment of required fees to certain states;
- maximum interest rates that may be charged on loans to finance new and
  used vehicles;
- interest rates on loans to customers serving in the military;
- debt collection practices;
- proper disclosure to customers regarding financing terms;
- privacy regarding certain customer data; and

14

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- collection of debts from loan customers who have filed bankruptcy.

We believe that we will maintain all material licenses and
permits required for our current operations and are in substantial compliance
with all applicable local, state and federal regulations. Our failure, or
failure by dealers who originate the contracts we acquire, to maintain all
requisite licenses and permits, and to comply with other regulatory
requirements, could result in consumers having rights of rescission and other
remedies that could have a material adverse effect on our financial condition.
Furthermore, any changes in applicable laws, rules and regulations may make our
compliance therewith more difficult or expensive or otherwise adversely affect
our financial condition.

We Operate In A Competitive Market.

The non-prime consumer finance industry is highly competitive.
There are numerous financial service companies that provide consumer credit in
the markets served by us, including banks, credit unions, other consumer finance
companies and captive finance companies owned by automobile manufacturers and
retailers. Many of these competitors have substantially greater financial
resources than we do. In addition, our competitors often provide financing on
terms more favorable to automobile purchasers or dealers than we offer. Many of
these competitors also have long-standing relationships with automobile
dealerships and may offer dealerships or their customers other forms of
financing, including dealer floor-plan financing and leasing, which we do not
provide. Providers of non-prime consumer financing have traditionally competed
primarily on the basis of:

- interest rates charged;
- the quality of credit accepted;
- the flexibility of loan terms offered; and
- the quality of service provided.

Our Ability To Compete Effectively With Other Competitors
Offering A Similar Financing Arrangement Depends On Maintaining Close
Relationships With Automobile Dealers. We May Not Be Able To Compete
Successfully In This Market Or Against These Competitors.

We have focused on a segment of the market composed of
consumers who typically do not meet the more stringent credit requirements of
traditional consumer financing sources and whose needs, as a result, have not
been addressed consistently by such financing sources. If, however, other
providers of consumer financing were to assert a significantly greater effort to
penetrate our targeted market segment, we may have to reduce our interest rates
and fees in order to maintain our market share. Any reduction in our interest
rates or fees could have an adverse impact on our profitability.

Because Our Stock Is A Penny Stock, Stockholders Will Be
More Limited In Their Ability To Sell Their Stock.

The shares of our common stock constitute penny stocks under
the Exchange Act. The shares will remain classified as a penny stock for the
foreseeable future. The classification as a penny stock makes it more difficult
for a broker/dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker/dealer engaged by the purchaser for the purpose of selling his or her
shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather
than having to comply with these rules, some broker-dealers will refuse to
attempt to sell a penny stock.

The "penny stock" rules adopted by the SEC under the Exchange
Act subjects the sale of the shares of our common stock to certain regulations
which impose sales practice requirements on broker/dealers. For example,
brokers/dealers selling such securities must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing in such securities.

Legal remedies, which may be available to an investor in "penny
stocks", are as follows:

15

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|(a) | if "penny stock" is sold to you in violation of your
      rights listed above, or other federal or states securities laws, you may
      be able to cancel your purchase and get your money back.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                   
|(b) | if the stocks are sold in a fraudulent manner, you may be
      able to sue the persons and firms that caused the fraud for
  damages.                                                            
|    |                                                                                                                                                                                                   
|(c) | if you have signed an arbitration agreement, however, you
      may have to pursue your claim through arbitration.                                                                                

If the person purchasing the securities is someone other than
an accredited investor or an established customer of the broker/dealer, the
broker/dealer must also approve the potential customer's account by obtaining
information concerning the customer's financial situation, investment experience
and investment objectives. The broker/dealer must also make a determination
whether the transaction is suitable for the customer and whether the customer
has sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in such
securities. Accordingly, the SEC's rules may limit the number of potential
purchasers of the shares of our common stock.

ITEM
3.           CONTROLS AND
PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the quarter ended May 31, 2006 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

16

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PART II - OTHER INFORMATION

ITEM
1.           LEGAL
PROCEEDINGS.

None.

ITEM
2.           UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We completed the following sales of securities that were not
registered pursuant to the Securities Act of 1933 (the "Securities Act") and
have not been reported on our previous Quarterly Reports on Form 10-QSB during
the year:

| | 1. | In May, 2006, our board of directors approved an offering
        (the Offering) of up to 5,000,000 units at $1.00 per unit
        for gross proceeds of up to $5,000,000. Each unit consists of one share
        and one share purchase warrant entitling the holder to purchase one share
        of our common stock at a price of $1.00 per share during the period ending
        eighteen months from the date of the issuance. As of the date of this
        Quarterly Report, we have received subscriptions for 2,500,000 units to
        5 purchasers. Each purchaser represented to us that they were not a US
        person as defined in Regulation S. We did not engage in a distribution
        of this offering in the United States. The purchaser represented their
        intention to acquire the securities for investment only and not with a
        view toward distribution. Appropriate legends were affixed to the stock
        certificate issued to each purchaser in accordance with Regulation S.
        No finders fees were paid in connection with the distribution.                                                                                                                                                                                                                                                                                
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 2. | In June, 2006 our board of directors approved an offering
      to investors (the Note Offering) of up to 3,000 Units (each a Unit) at
      a price of $1,000 US per Unit for gross proceeds of up to $3,000,000
      pursuant to Regulation S of the Securities Act of 1933, with each Unit
      consisting of one 8% Convertible Note in the principal amount of $1,000
      US, and one thousand share purchase warrants (the Warrants), with each
      Warrant entitling the holder thereof to purchase one additional share of
      our common stock for a period of 18 months following the closing of the
      Note Offering. On July 11, 2006, we completed the issuance of 2,500 Units
      for gross proceeds of $2,500,000 to three subscribers pursuant to
      Regulation S of the Securities Act of 1933. Each purchaser represented to
      us that they were not a US person as defined in Regulation S. We did not
      engage in a distribution of this offering in the United States. The
      purchaser represented their intention to acquire the securities for
      investment only and not with a view toward distribution. Appropriate
      legends were affixed to the stock certificate and convertible notes issued
      to each purchaser in accordance with Regulation S. No finders fees were
      paid in connection with the distribution.

Use of Proceeds

On February 23, 2005, our public offering was declared
effective by the SEC (SEC file no. 333-113509). On March 22, 2005, we completed
our public offering and sold 1,144,550 shares of common stock (pre-split) and
raised $114,455. $14,581 of the offering proceeds were used during the quarter
ended May 31, 2006 to cover the expenses incurred during the quarter. The
balance is available to cover the costs of starting the business and the losses
that may be incurred in the start up period.

ITEM
3.           DEFAULTS UPON
SENIOR SECURITIES.

None.

17

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ITEM
4.           SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM
5.           OTHER
INFORMATION.

None.

18

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ITEM
6.           EXHIBITS AND
REPORTS ON FORM 8-K.

|Exhibit |                                                                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                                                       
|        |                                                                                                                                                                                                               
|3.1     | Amended Articles of Incorporation.(2)                                                                                                                                                                         
|        |                                                                                                                                                                                                               
|3.2     | Bylaws, as amended.(1)                                                                                                                                                                                        
|        |                                                                                                                                                                                                               
|4.1     | Form of Share Certificate.(1)                                                                                                                                                                                 
|        |                                                                                                                                                                                                               
|10.1    | Term Sheet between FC Financial Services Inc. (FC) and
      the stockholders of ICP Solar Technologies Inc.(4)                                                                                             
|        |                                                                                                                                                                                                               
|10.2    | Loan Agreement between FC and ICP Solar Technologies
      Inc.(4)                                                                                                                                            
|        |                                                                                                                                                                                                               
|10.3    | Share Pledge Agreement dated May 16, 2006 among FC, Sass
      Peress, Peress Family Trust, Arlene Ades and Joel Cohen.(4)                                                                                    
|        |                                                                                                                                                                                                               
|10.4    | Limited Recourse Guarantee dated May 16, 2006 between
      Sass Peress, Arlene Ades, Joel Cohen and Peress Family Trust in favor of
      FC.(4)                                                             
|        |                                                                                                                                                                                                               
|10.5    | Promissory Note dated May 16, 2006 of ICP Solar
      Technologies Inc. in favor of FC.(4)                                                                                                                    
|        |                                                                                                                                                                                                               
|10.6    | Amendment 1 to Loan Agreement between FC and ICP Solar
      Technologies Inc dated July 4, 2006.(5)                                                                                                          
|        |                                                                                                                                                                                                               
|10.7    | Limited Recourse Guarantee dated July 4, 2006 between
      Sass Peress, Arlene Ades, Joel Cohen and Peress Family Trust in favor of
      FC.(5)                                                             
|        |                                                                                                                                                                                                               
|10.8    | Promissory Note dated July 4, 2006 of ICP Solar
      Technologies Inc. in favor of FC.(5)                                                                                                                    
|        |                                                                                                                                                                                                               
|10.9    | Form of 8% Convertible Note.                                                                                                                                                                                  
|        |                                                                                                                                                                                                               
|31.1    | Certification of Principal Executive
        Officer and Principal Financial Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.                                                       
|        |                                                                                                                                                                                                               
|32.1    | Certification of Principal Executive
        Officer and Principal Financial Officer pursuant to 18 U.S.C. Section
        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.
|        |                                                                                                                                                                                                               
|99.1    | Audit Committee Charter.(3)                                                                                                                                                                                   
|        |                                                                                                                                                                                                               
|99.2    | Disclosure Committee
      Charter.(3)                                                                                                                                                                        

Notes

|(1) | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on March 11, 2004, as
    amended.
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on December 1, 2005.                                  
|(3) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on February 7, 2006.                                  
|(4) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on May 22, 2006.                                      
|(5) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on July 11, 2006.                                     



19

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REPORTS ON FORM 8-K

The following Current Reports on Form 8-K were filed since the
  beginning of the quarterly period ended May 31, 2006:

Date of Report on Form
        8-K 
        (YYYY/MM/DD)
      Date of Filing with the SEC 
        (YYYY/MM/DD)
      Description of
        the Form 8-K2006/05/08
      2006/05/22
      Item 1.01 - Entry into Term Sheet for Acquisition of ICP
        Solar Technologies Inc. and Loan Agreement with ICP Solar Technologies
        Inc. 
        Item 7.01 -     Approval of Private Placement of up
        to 5,000,000 units and Issuance of 1,000,000 units.2006/07/11
      2006/07/04
      Item 1.01 -     Amendment
        to Loan Agreement with ICP Solar Technologies Inc.




20

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SIGNATURE

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |                     |  |     | FC FINANCIAL SERVICES INC.                            
|----- | ------------------- |  | --- | ------------------------------------------------------
|      |                     |  |     |                                                       
|      |                     |  |     |                                                       
|      |                     |  |     |                                                       
|Date: | July
      14, 2006 |  | By: | /s/
      Taras Chebountchak                          
|      |                     |  |     | TARAS CHEBOUNTCHAK                                    
|      |                     |  |     | President, Secretary, Treasurer, Chief
      Executive
|      |                     |  |     | Officer and Chief Financial Officer                   
|      |                     |  |     | Director                                              
|      |                     |  |     | (Principal Executive Officer)                         
|      |                     |  |     | (Principal Accounting Officer)                        

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