**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





x Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      for the fiscal year ended August 31, 2006





o Transition Report under Section 13 or 15(d) of the Securities Exchange Act
      of
      1934





*Commission
      File Number*0-32923








**FINANCIAL
      MEDIA GROUP, INC.**


**(Formerly
      Giant Jr. Investments Corp.)**


(Name
      of
      Small Business Issuer in its charter)








**Nevada**
            
            **33-0198542**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification Number)








**2355
      Main Street, Suite 120, California 92614**


(Address
      of principal executive offices, including Zip Code)








**(949)
      486-3990**


(Issuer's
      telephone number)








**SECURITIES
      REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT**


**Title
      of each class**








**NONE**


**SECURITIES
      REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:**


**COMMON
      STOCK $0.001 PAR VALUE**





Check
      whether Issuer: (1) has filed all reports required to be filed by section 13
      or
      15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months
      and (2) has been subject to such filing requirements for the past 90 days.
      Yes x No o





Indicate
      by check mark if disclosure of delinquent filers pursuant to Rule 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of issuer's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form or any amendment to this
      Form
      10-KSB. x





Issuer's
      Revenues for its most recent fiscal year: $6,631,631





The
      aggregate market value of the voting stock held by non-affiliates of the
      registrant as of November 27, 2006 (based upon the average of the bid and asked
      prices of these shares on the Over-the-Counter: BB) was
      $13,007,096.





The
      number of shares of the registrant's Common Stock outstanding as of November
      27,
      2006 was 26,001,508.


*Table
          of Contents*


FINANCIAL
        MEDIA GROUP, INC.
 (FORMERLY
        GIANT, JR. INVESTMENTS CORP.)
 
 TABLE
        OF
        CONTENTS
 
 Report
        on
        Form 10-KSB
 
 **Page****PART
                  I**Item 1. Description of Business
              3Item 2. Properties
              9Item 3. Legal Proceedings
              9Item 4. Submission of Matters to Vote of Security
                  Holders
              9**PART
                  II**Item 5. Market for Common Equity and Related
                  Stockholder Matters
              9Item 6. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations
              11Item 7. Consolidated Financial
                  Statements
              14Item 8.Changes
                  in and Disagreements with Accountants on
                  Accounting and Financial Disclosure
              158A.Controls
                  and Procedures
              158B. Other Information
              15**PART
                  III**Item 9.Directors,
                  Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the Exchange
                  Act
              15Item
                  10. Executive Compensation
              17Item
                  11.Security
                  Ownership of Certain Beneficial Owners and
                  Management
              18Item
                  12.Certain
                  Relationships and Related
                  Transactions
              19**PART
                  IV**Item
                  13.Exhibits
                  and Reports on Form 8-K
              20Item
                  14.Principal
                  Accountant Fees and
                  Services
              20Signatures
              21
 
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**PART
      I**





Except
      for the historical information contained herein, the matters discussed
      throughout this report, including, but not limited to, those that are stated
      as
      the Company's belief or expectation or preceded by the words ”should"
“believes,” “anticipates,” “expects,” “estimates,” “plan,” “may,” “intends,”
“will,” or similar terms are forward looking statements that involve risks to
      and uncertainties in the Company's business and other risks and uncertainties
      that may be detailed from time to time in the Company's reports filed with
      the
      Securities and Exchange Commission.





**Item
      1. Description of Business**





**GENERAL**





Financial
      Media Group, Inc. (the “Company,” "We," or "FMG") is a full service financial
      media company focused on applications that enables the retail investment and
      financial communities to collaborate directly with publicly traded companies.
      The Company provides Internet based media and advertising services through
      its
      financial website and the Company’s newspaper “WallSt.net Digest.” The Company
      provides full array of customized investor awareness programs such as audio
      and
      video of senior management interviews; press releases; newsletter and
      editorials; small cap conferences and seminars; email mailings and
      forums.





WallStreet
      Direct, Inc. (“WallStreet”), a wholly-owned subsidiary of Financial Media Group,
      Inc. was incorporated in the State of Nevada on January 5, 2005 as a financial
      holding company specializing as a provider of financial news, tools and
      content for the global investment community. On January 15, 2005, WallStreet
      acquired 100% of the assets and outstanding shares of Digital WallStreet, Inc.
      which was 100% owned by the majority shareholder (86%) of the Company, in
      exchange for two promissory notes of $1,500,000 each, carrying interest at
      6%
      per annum, due and payable on January 31, 2007 and January 31, 2010. As this
      merger is between entities under the common control, the issuance of the
      promissory notes to the majority shareholder has been recorded as a distribution
      to the majority shareholder. The merger has been accounted for on historical
      cost basis.





Digital
      WallStreet, Inc. was incorporated in Nevada on June 12, 2002, and commenced
      its
      operations during the first quarter of 2003. Wallstreet is a full service
      financial media company focused on applications that enables the retail
      investors and financial communities to collaborate directly with publicly traded
      companies. The company provides internet based media and advertising services
      through its financial website “Wallst.net” and the through its business
      newspaper “WallSt.net Digest.”





On
      January 6, 2006, Financial Media Group, Inc. acquired 100% of the equity in
      WallStreet pursuant to an Agreement and Plan of Reorganization dated September
      19, 2005 by and between WallStreet and the Company. Financial Media Group,
      Inc.,
      formerly known as Giant Jr. Investments Corp. was incorporated in Nevada in
      1984
      as Southern Development Company, Inc. Pursuant to the acquisition of WallStreet,
      WallStreet became the wholly owned subsidiary of Financial Media Group, Inc.
      The
      former shareholders of WallStreet received 19,998,707 shares or 82% of the
      issued and outstanding shares of the Company’s common stock in exchange for all
      the issued and outstanding shares of WallStreet.





The
      acquisition of WallStreet is accounted for as a reverse acquisition under the
      purchase method of accounting since the shareholders of WallStreet obtained
      control of the consolidated entity. Accordingly, the reorganization of the
      two companies is recorded as a recapitalization of WallStreet, with WallStreet
      being treated as the continuing operating entity. The historical financial
      statements presented herein will be those of WallStreet. The continuing entity
      retained August 31 as its fiscal year end.





On
      February 10, 2006, Financial Media Group, Inc. established a 100% wholly owned
      subsidiary Financial Filings, Inc. This business unit focuses on providing
      Edgarization and newswire services to small and mid-sized public companies.
      These compliance services provide formatting of pertinent SEC filings and
      distribution of news in more than 30 languages to media outlets in more than
      135
      countries.





On
      June
      13, 2006, Financial Media Group, Inc. established another wholly owned
      subsidiary MyWallStreet, Inc. MyWallStreet, Inc. is presently in the development
      stage and will offer a social networking platform that allows members to
      collaborate with one another, build personalized WebPages, exchange ideas,
      access financial content, and build social networks comprised of other
      members, targeted to the financial community.





**CORPORATE
      HISTORY**





The
      Company was incorporated in Nevada in 1984 as Southern Development Company,
      Inc.
      ("SDC"). In December 1994, SDC merged with Integrated Communications Access
      Network, Inc. ("ICAN"). In March 1996, the Company was renamed SDC, and in
      September 1998, the Company changed its name to EssxSport Corp. At that time,
      the Company had no assets and no liabilities. From September 1998 until August
      31, 2004, the Company was primarily engaged in the manufacture and distribution
      of athletic equipment, primarily for pole vaulting and other track and field
      activities. The Company's major operation was the sale of several lines of
      sporting gear and equipment under the brand name EssxSport. The Company produced
      and manufactured it own brand products and private labeled products for others
      in the Sports Industry. The Company also contracted with manufacturers for
      the
      production of other sports equipment and various other lines, primarily
      targeting the track and field market, with products used in Baseball,
      Basketball, Volleyball, and Soccer, marketing directly to end users via the
      internet, catalog sales, and trade shows. Effective August 31, 2004, the Company
      sold, transferred, and delivered all of its assets relating to its pole vault
      and sports business to its former President and director. The assets sold
      included names, logos, trademarks, and endorsements relating to name
“EssxSport,” all the equipment, tools, inventory  and ownership of a
      wholly-owned subsidiary, Eonlinesports.com, Inc.





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On
      June
      30, 2004, the Company filed with the Securities and Exchange Commission ("SEC")
      to become a business development company ("BDC") under the 1940 Act and on
      September 1, 2004 it began its BDC operations. On June 1, 2005, the Company
      terminated its BDC status and on August 1, 2005, the Company’s shareholders
      approved an amendment to the Articles of Incorporation changing the Company’s
      name to “Financial Media Group, Inc.”





On
      June
      1, 2005, shareholders of Financial Media Group, Inc. (formerly “Giant Jr.
      Investments Corp.”, “Giant Jr.”), voted to terminate the Company’s legal
      status as a Business Development Company (“BDC”) as defined under Section 2(a)
      (48) of the Investment Company Act of 1940 (The “1940 Act”), as amended. After
      the termination of such status, the Company has been governed by the rules
      and
      regulations promulgated under the Securities Act of 1933 and the Securities
      and
      Exchange Act of 1934.





**Business
      Segment**





Financial
      Media Group, Inc. is a fully integrated financial brand builder focusing on
      developing better tools and education for both the retail investor and small
      to
      medium size public companies. Management analyzes its client's operations by
      reviewing financial information regarding products and services that are
      aggregated into a single operating segment, investor awareness.





**General
      Business Plan**





The
      Company’s has established itself as specializing in financial news, tools
      and original, compelling content for the global investment community. WallStreet
      Direct’s flagship website, wallst.net, features information on thousands of
      publicly traded companies through exclusive executive management interviews,
      original articles, financial tools, and community driven
      applications.





The
      Company is an end-destination website for retail investors, investment
      professionals, and executives from around the world. The
      Company’s Financial Filings Inc. subsidiary was initiated to leverage WallStreet
      Direct, Inc.’s existing client base, by offering Edgarization services to small
      and mid-sized public companies. With the establishment of My WallStreet, Inc.
      an
      all-new social networking website, an eCommerce platform, proprietary branded
      products, and a financial education platform, all of which will be vertically
      integrated with the Company’s existing web properties, and brands.





**Market**





Regulation
      Fair Disclosure and The Sarbanes Oxley Act have changed the landscape of
      investor relations ("IR") dramatically, forcing companies to re-evaluate the
      methods they use to communicate with investors. These regulations have also
      put
      the spotlight on Web-based disclosure and have turned web casting and Web sites
      into mission-critical applications. In the wake of these regulatory changes,
      investors are looking to get more of their information directly from the
      company.





Small
      and
      medium size public companies do not receive the same coverage as large public
      companies. Over the last few years, the Internet has become a cost-effective
      solution to enhance the profile of public companies, but many small and mid
      cap
      companies have lacked the skills and knowledge to take full advantage of this
      opportunity. This had led to the outsourcing of Internet related services.
      Requirements of small and mid cap companies are broad and range from the design,
      development, and maintenance of investor relations oriented websites to the
      creation of effective on-line advertising campaigns.





The
      recent wake of corporate scandals has resulted in declining investor confidence
      and heightened demands to make publicly traded companies more transparent.
      Investors today expect more financial and non-financial data than ever before.
      With the widespread use of the web as a timely, low-cost means of disseminating
      information, both regulatory bodies and investors have grown more aggressive
      in
      their demands for fair and timely access to unfiltered company information.





Many
      companies have fewer sell-side analysts covering their stock. Since most
      investors use some formal analysis to make investment decisions, sell-side
      coverage is valuable for attracting investors who might not otherwise find
      an
      emerging company on their radar screen. The staff reductions at Wall Street
      securities firms in the last few years have resulted in thinner coverage by
      sell-side analysts and brokers, opening the way for companies to use the
      Internet to communicate directly with investors and the media. Gone are the
      days
      when a company can rely exclusively on their sell-side analysts to deliver
      their
      message to the buy side. In this new environment, companies need to find ways
      to
      communicate directly to investors. Web-based communications can play an
      important role in providing tools for companies to reach buy side investors
      with
      your company’s message.





**Competition**





Generally,
      competitive factors within the investor awareness market include the range
      and
      depth of financial tools and dimensions of email offerings, the quality of
      web
      site content, and the reliability of reference information provided in
      connection with the sundry active campaigns. We are aware of several companies
      which are much larger and have greater name recognition, that provide some
      level
      of investor awareness in similar delivery formats. However, we believe that:
      (i)
      the depth and quality of our information, (ii) the assortment of the Company’s
      financial tools, (iii) and the Company’s Web site, provide us with a competitive
      advantage compared to other investor awareness providers.





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**RISK
      FACTORS**





**The
      Diminution or loss, misappropriation or legal claims on the brand name
      "WALLST.NET" would have a material adverse affect on our
      business.**




The
      Company is highly dependent on our brand name "Wallst.net" for the success
      of
      our venture. It believes the diminution or loss, misappropriation of our
      existing proprietary rights or claims of infringement or legal actions related
      to intellectual property of "Wallst.net" brand name, or any other negative
      market or industry perception arising from these, would have a material adverse
      effect on our business.





The
      Company currently relies on contractual rights, copyrights, trademarks, and
      trade secrets to protect our intellectual property rights. The Company does
      not
      hold any patents. There can be no assurance that the Company means of protecting
      its proprietary rights will be adequate or that our competitors will not
      independently develop comparable or superior technologies or obtain unauthorized
      access to its proprietary technologies.





The
      Company holds the Internet domain name www.wallst.net. Under current domain
      name
      registration practices, no one else can obtain an identical domain name, but
      someone might obtain a similar name, or the identical name with a different
      suffix, such as ".org,” or with a country designation. The regulation of domain
      names in the United States and in foreign countries is subject to change, and
      the Company would be unable to prevent third parties from acquiring domain
      names
      that infringe or otherwise decrease the value of our domain names.





**Our
      operating results may fluctuate significantly in the future as a result of
      a
      variety of factors, many of which are outside our control. These factors
      include:**





In
      early
      stage of the Company’s development and traffic levels on the Company’s web site,
      commerce may fluctuate significantly as a result of business and financial
      news
      events; the demand for advertising on its web site as well as on the web in
      general; changes in rates paid for web advertising resulting from competition
      or
      other factors; the Company’s ability to enter into or renew key agreements; the
      amount and timing of our costs related to the Company’s marketing efforts or
      other initiatives; fees paid for distribution or content agreements or other
      costs incurred as the Company expands its operations; new services introduced
      by
      the Company or our competitors; competitive factors; technical difficulties
      or
      system downtime affecting the web generally or the operation of the Company’s
      web site; or economic conditions specific to the web as well as general economic
      conditions.





The
      Company expects that over time its revenues will come from a mix of investor
      awareness work, advertising, content licensing, membership driven e-commerce,
      and newspaper subscription service fees. However, the Company expects to be
      substantially dependent on investor awareness work and advertising revenues
      for
      the foreseeable future. Therefore, the Company’s revenues and operating results
      are likely to be particularly affected by the level of its ability to win
      various investor awareness mandates and advertising proposals going forward.
      The
      Company’s cost structure could also change dramatically as it scales up its
      operations in each business segment. Any shortfall in the Company’s revenues
      would have a direct impact on its operating results going forward and these
      fluctuations could negatively affect the value of common stock in a manner
      unrelated to the Company’s long-term operating performance.





**We
      could experience seasonal and cyclical factors including but not limited to
      economy, stock market conditions, and geo-political risks on our
      business.**





The
      Company believes that investor relations budget and advertising sales generally
      tend to be limited during economic downturn, recession, bear market, decline
      in
      consumer confidence and increase in geo-political risks. Financial media
      industry follows the same seasonal patterns as those in the traditional media;
      the Company may experience lower revenues subject to deteriorating economic
      and
      market conditions. Furthermore, traffic levels on the Company’s web site
      typically fluctuate with the occurrence of significant events in the business
      and financial news, such as fluctuations in the stock markets, changes in
      geo-political situations, major news and events related to business, companies
      that could cause changes in the Company’s audience size.





**There
      is intense competition for web-based business and financial content and the
      Company may not be able to compete successfully.**





Many
      web
      sites compete for consumers' and advertisers' attention and spending,
      particularly in the business and financial information and news area. The
      Company expects this competition to continue to increase. The Company competes
      for investor relation campaign, advertisers, users, and content providers with
      many types of companies:





Publishers
      and distributors of traditional media, including television, radio and print,
      such as The WallStreet Journal, CNN and CNBC; general purpose consumer online
      services such as America Online and Microsoft Network; Online services or web
      sites targeted to business, finance and investing needs, such as TheStreet.com
      and Motley Fool; and web retrieval and other web "portal" companies, such as
      Excite, Infoseek, Lycos, Yahoo! and America Online.





Increased
      competition could result in price reductions, reduced margins, or loss of market
      share, any of which would adversely affect the Company’s business.





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**We
      will need to establish and maintain strategic relationships with other web
      sites
      to attract users, advertisers, and content.**





The
      Company depends on establishing and maintaining distribution relationships
      with
      high-traffic web sites for a significant portion of our traffic. There is
      intense competition for placements on these sites, and the Company may not
      be
      able to enter into such relationships on commercially reasonable terms or at
      all. Even if the Company enters into distribution relationships with these
      web
      sites, they themselves may not attract significant numbers of users. Therefore,
      the Company’s web site may not receive additional users from these
      relationships. Moreover, the Company may have to pay significant fees to
      establish these relationships.





Occasionally
      the Company enters into agreements with advertisers, content providers or other
      high traffic web sites that require us to exclusively feature these parties
      in
      certain sections of the Company’s web site. Existing and future exclusivity
      arrangements may prevent the Company from entering into other content
      agreements, advertising or sponsorship arrangements, or other strategic
      relationships. Many companies that the Company pursues for a strategic
      relationship also offer competing services. As a result, these competitors
      may
      be reluctant to enter into strategic relationships with the Company. The
      Company’s business could be adversely affected if the Company does not establish
      and maintain additional strategic relationships on commercially reasonable
      terms
      or if any of the Company’s strategic relationships do not result in increased
      use of its web site.





**We
      are significantly influenced by our officers, directors and entities affiliated
      with them.**





In
      the
      aggregate, ownership of Financial Media Group, Inc. shares by management
      represents approximately 67% of issued and outstanding shares of common stock.
      These shareholders, if acting together, will be able to significantly influence
      all matters requiring approval by shareholders, including the election of
      directors and the approval of mergers or other business combinations
      transactions. The Company’s future performance is dependent on the ability to
      retain key personnel. The Company’s performance is substantially dependent on
      the performance of senior management and key technical personnel. In particular,
      the Company's success depends on the continued efforts of its senior management
      team.





**The
      loss of the services of any of its executive officers or other key employees
      could have a material adverse effect on the Company's business, results of
      operations and financial condition.**





Future
      success also depends on the continuing ability to retain and attract highly
      qualified technical, editorial, and managerial personnel. The Company
      anticipates that the number of employees will increase in the next 12 months.
      Wages for managerial and technical employees are increasing and are expected
      to
      continue to increase in the foreseeable future due to the competitive nature
      of
      this job market. The Company has experienced difficulty from time to time in
      attracting the personnel necessary to support the growth of its business, and
      there can be no assurance that it will not experience similar difficulty in
      the
      future. The inability to attract and retain the technical and managerial
      personnel necessary to support the growth of its business could have a material
      adverse effect upon the Company's business, results of operations and financial
      condition.





**The
      Company depends on our direct sales force to sell advertising on our Web
      site.**





The
      Company has created its own internal sales force. Presently the sales group
      has
      thirteen (13) members. The Company depends on its sales force to sell
      advertising on its Web site. This involves a number of risks, such as a)
      t hese
      sales personnel have only worked for the Company for a short period of time;
      b)
      the Company needs to further increase the size of its sales force; c) its
      ability to hire, retain, integrate and motivate additional sales and sales
      support personnel; d) the length of time it takes new sales personnel to become
      productive; and, e) the competition the Company faces from other companies
      in hiring and retaining sales personnel.




**The
      Company depends on advertisers from the financial industry and may not succeed
      in attracting advertisers from other industries.**





Publicly
      traded companies have accounted for the substantial majority of the Company’s
      advertising revenues. The Company will need to sell advertising to customers
      outside our client base in order to increase its revenues. To date, relatively
      few advertisers from industries other than publicly traded companies and
      financial industries have devoted a significant portion of their advertising
      budgets to web advertising. If the Company does not attract advertisers from
      other industries, its business could be adversely affected.





**The
      Company systems may not be able to accommodate increases in the number of users
      of the Company’s services.**





In
      the
      past, the Company’s Web site has experienced significant increases in traffic
      when there is noteworthy business or financial news stories. In addition, the
      number of the Company’s users has continued to increase over time as the Company
      continues to seek further increases in its user base. Consequently, the
      Company’s Web site must accommodate a high volume of traffic and deliver
      frequently updated information. The Company’s Web site has in the past and may
      in the future experience slower response times or other problems for a variety
      of reasons.





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The
      Company’s web site could experience disruptions or interruptions in service due
      to the failure or delay in the transmission or receipt of this information.
      In
      addition, the Company’s users depend on Internet service providers, online
      service providers and other web site operators for access to the Company’s Web
      site. Each of them has experienced significant outages in the past, and could
      experience outages, delays and other difficulties due to system failures
      unrelated to the Company’s systems. These types of occurrences could cause users
      to perceive the Company’s Web site as not functioning properly and therefore
      cause them to use other methods to obtain their business and financial news
      and
      other information.





**If
      the Company does not develop new and enhanced services and features for its
      Web
      site, the Company may not be able to attract and retain a sufficient number
      of
      users.**





The
      Company believes that its Web site will be more attractive to advertisers if
      the
      Company develops a larger audience comprised of demographically favorable users.
      Accordingly, the Company intends to introduce additional or enhanced services
      in
      the future in order to retain its current users and attract new users. If the
      Company introduces a service that is not favorably received, the current users
      may not continue using the Company’s service as frequently. New users could also
      choose a competitive service over the Company’s.





The
      Company may also experience difficulties that could delay or prevent the Company
      from introducing new services. Furthermore, these services may contain errors
      that are discovered after the services are introduced. The Company may need
      to
      significantly modify the design of these services on its Web site to correct
      these errors. The Company’s business could be adversely affected if it
      experiences difficulties in introducing new services or if users do not accept
      these new services.





**The
      Company needs and may be unable to obtain additional funding on satisfactory
      terms, which could dilute its shareholders or impose burdensome financial
      restrictions on its business.**





The
      supplementary development of the Company’s product offerings will require a
      commitment of substantial funds. The Company’s future capital requirements will
      depend on the costs of its research and development programs for the continuance
      of updating the Company’s services.





The
      Company will need to raise substantial additional capital to fund its future
      operations. The Company cannot be certain that additional financing will be
      available on acceptable terms, or at all. In recent years, it has been difficult
      for companies to raise capital due to a variety of factors, which may or may
      not
      continue. To the extent the Company raises additional capital through the sale
      of equity securities; the ownership position of our existing stockholders could
      be substantially diluted. If additional funds are raised through the issuance
      of
      preferred stock or debt securities, these securities are likely to have rights,
      preferences, and privileges senior to the Company’s common stockholders.
      Fluctuating interest rates could also increase the costs of any debt financing
      the Company may obtain.





Failure
      to successfully address ongoing liquidity requirements will have a material
      adverse effect on the Company’s business. If the Company is unable to obtain
      additional capital on acceptable terms when needed, the Company may be required
      to take actions that harm its business and the Company’s ability to achieve
      positive cash flows in the future, including possibly the surrender of its
      rights to some technologies or product opportunities, delaying the Company’s
      development strategies or curtailing or even ceasing operations.





**The
      Company’s failure to manage growth effectively could impair its
      business.**





The
      Company’s business strategy envisions a period of rapid growth that may put a
      strain on its administrative, operational resources and funding requirements.
      The Company’s ability to effectively manage growth will require them to continue
      to expand the capabilities of its operational and management systems and to
      attract, train, manage and retain qualified editors, technicians, salespersons
      and other personnel. There can be no assurance that the Company will be able
      to
      do so, particularly if losses continue and the Company is unable to obtain
      sufficient financing. If the Company is unable to successfully manage growth,
      its business, prospects, financial condition, and results of operations could
      be
      adversely affected.





**The
      Company does not anticipate paying cash dividends on its common
      stock.**





The
      Company does not anticipate paying any cash dividends on the common stock in
      the
      foreseeable future





**RISKS
      RELATED TO OUR INDUSTRY**





**The
      Company depends on the continued growth in the use of the web, particularly
      for
      financial news and information.**





The
      Company’s business depends on consumers continuing to increase their use of the
      web for obtaining news and financial information as well as for conducting
      commercial transactions. The rapid growth and use of the Internet is a recent
      phenomenon. As a result this acceptance and use may not continue to develop
      at
      historical rates. Web usage may be inhibited for a number of reasons, such
      as:





Inadequate
      network infrastructure; security concerns; inconsistent quality of service;
      and
      availability of cost-effective, high-speed service.





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If
      web
      usage grows, the Internet infrastructure may not be able to support the demands
      placed on it by this growth or its performance and reliability may decline.
      In
      addition, web sites have experienced interruptions in their service as a result
      of outages and other delays occurring throughout the Internet network
      infrastructure. If these outages or delays frequently occur in the future,
      web
      usage, as well as usage of our web site, could grow more slowly or
      decline.





**The
      Company depends on the sale of advertisements on its Web site and if web
      advertising does not become accepted, the Company’s business would be
      harmed.**





The
      Company expects to derive a substantial amount of its revenues from advertising
      for the foreseeable future. No standards have been widely accepted to measure
      the effectiveness of web advertising. If such standards do not develop, existing
      advertisers may not continue their current levels of web advertising.
      Furthermore, advertisers that have traditionally relied upon other advertising
      media may be reluctant to advertise on the web. Advertisers that already have
      invested substantial resources in other advertising methods may be reluctant
      to
      adopt a new strategy. The Company’s business would be adversely affected if the
      market for web advertising fails to develop or develops more slowly than
      expected. Different pricing models are used to sell advertising on the web.
      It
      is difficult to predict which, if any, will emerge as the industry standard.
      This makes it difficult to project our future advertising rates and revenues.
      For example, advertising rates based on the number of "click throughs," or
      user
      requests for additional information made by clicking on the advertisement,
      instead of rates based solely on the number of impressions, or times an
      advertisement is displayed, could adversely affect our revenues because
      impression-based advertising comprises a substantial majority of our current
      advertising revenues. The Company’s advertising revenues could be adversely
      affected if it is unable to adapt to new forms of web advertising. Moreover,
      "filter" software programs that limit or prevent advertising from being
      delivered to a web user's computer are available. Widespread adoption of this
      software could adversely affect the commercial viability of web
      advertising.





**Government
      regulation and legal uncertainties relating to the web could hinder the
      popularity of the worldwide web.**





There
      are
      currently few laws or regulations that specifically regulate communications
      or
      commerce on the web. However, laws and regulations may be adopted in the future
      that address issues such as user privacy, pricing, and the characteristics
      and
      quality of products and services. For example, the telecommunications act sought
      to prohibit transmitting certain types of information and content over the
      web.
      Several telecommunications companies have petitioned the federal communications
      commission to regulate Internet service providers and online services providers
      in a manner similar to long distance telephone carriers and to impose access
      fees on these companies. This could increase the cost of transmitting data
      over
      the Internet. Moreover, it may take years to determine the extent to which
      existing laws relating to issues such as property ownership, libel and personal
      privacy are applicable to the web. Any new laws or regulations relating to
      the
      web could adversely affect the Company’s business.





**Web
      security concerns could hinder Internet commerce.**





The
      need
      to securely transmit confidential information over the Internet has been a
      significant barrier to electronic commerce and communications over the web.
      Any
      well-publicized compromise of security could deter more people from using the
      web or from using it to conduct transactions that involve transmitting
      confidential information, such as stock trades or purchases of goods or
      services. Since many of the Company’s advertisers seek to advertise on the
      Company’s Web site to encourage people to use the web to purchase goods or
      services, the Company’s business could be adversely affected. The Company may
      also incur significant costs to protect against the threat of security breaches
      or to alleviate problems caused by such breaches.





**The
      Company could face liability for the information displayed on its Web site.**





The
      Company may be subjected to claims for defamation, negligence, and copyright
      or
      trademark infringement or based on other theories relating to the information
      the Company publishes on its web site. These types of claims have been brought,
      sometimes successfully, against online services as well as other print
      publications in the past. The Company could also be subjected to claims based
      upon the content that is accessible from its Web site through links to other
      web
      sites.




**EMPLOYEES**





As
      of
      August 31, 2006, we employed 30 people on a full-time basis. Management consists
      of four (4) people, the sales department consists of thirteen (13) people,
      the
      editorial staff consists of four (4) people, our technology department consists
      of four (4) people and we have an administration staff of five (5)
      people.





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**Item
      2. Properties**





I **ntellectual,
      Property, Proprietary Rights and Domain Names**





The
      Company owns the domain names www.wallst.net, www.18004wallst.com,
      www.financialfilings.com and www.mywallst.net, as well as the phone number
      1-800-4WALLST. The Company believes its ownership of these domain names gives
      it
      adequate protection over them and it intends to keep them in its
      possession.





Other
      intellectual property is protected through a combination of trademark law,
      trade
      secret protection, and confidentiality agreements with our employees, customers,
      independent contractors, agents, and vendors. The Company pursues the
      registration of its domain names, trademarks, and service market in the United
      States. Effective trademark, service mark, copyright, and trade secret
      protection may not be available in every country in which the Company's services
      and products are made available on-line. The Company creates some of its own
      content and obtains the balance of its content from third parties. It is
      possible that it could become subject to infringement actions based upon the
      content obtained by third parties. In addition, others may use this content
      and
      the Company may be subject to claims from its licensors. The Company currently
      has no patents or patents pending and does not anticipate that patents will
      become a significant part of its intellectual property in the future. The
      Company enters into confidentiality agreements with its employees and
      independent consultants and has agreements with its employees and independent
      consultants and has instituted procedures to control access to and distribution
      of its technology, documentation and other proprietary information and the
      proprietary information of others from who it licenses content. The steps it
      takes to protect its proprietary rights may not be adequate and third parties
      may infringe or misappropriate the trademarks, service marks, and similar
      proprietary rights. In addition, other parties may assert claims of infringement
      of intellectual property or alter proprietary rights against the Company. The
      legal status of intellectual property on the Internet is currently subject
      to
      various uncertainties as legal precedents have not been set and are still to
      be
      determined in many areas of Internet law.





**Corporate
      Offices**





The
      Company's corporate offices consist of 11,531 sq. feet of office space in a
      brick and glass modern building in Irvine, California. The Company has a four
      (4) year lease expiring in February 28, 2010 at a monthly rental of $24,791.
      The
      Company's facilities are fully used for current operations.





**Item
      3. Legal Proceedings**





There
      are
      no legal proceedings to which the Company is a party or to which any of its
      property is subject, and to the best of its knowledge, no such actions against
      the Company are contemplated or threatened.





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





None




**PART
      II**





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





The
      Company's common stock, par value, $0.001 per share ("Common Stock") is traded
      on the Over the Counter NASDAQ Electronic Bulletin Board ("OTC:BB") under the
      symbol "FNGP.” The following table sets forth, for the period indicated, the
      range of high and low closing prices reported by the OTC. Such quotations
      represent prices between dealers and may not include markups, markdowns, or
      commissions and may not necessarily represent actual transactions.





**Fiscal
                Year Ending August 31, 2004**
            
            **High
                Bid**
            
            **Low
                Bid**Quarter
                Ending November 30, 2003
            
            $
            0.10
            
            $
            0.015Quarter
                Ending February 28, 2004
            
            $
            0.10
            
            $
            0.04Quarter
                Ending May 31, 2004
            
            $
            0.08
            
            $
            0.02Quarter
                Ending August 31, 2004
            
            $
            0.006
            
            $
            0.007**Fiscal
                Year Ending August 31, 2005**Quarter
                Ending November 30, 2004
            
            $
            0.78
            
            $
            0.30Quarter
                Ending February 28, 2005
            
            $
            1.20
            
            $
            0.35Quarter
                Ending May 31, 2005
            
            $
            0.74
            
            $
            0.15Quarter
                Ending August 31, 2005
            
            $
            0.25
            
            $
            0.17**Fiscal
                Year Ending August 31, 2006**Quarter
                Ending November 30, 2005
            
            $
            1.60
            
            $
            0.16Quarter
                Ending February 28, 2006
            
            $
            1.69
            
            $
            1.00Quarter
                Ending May 31, 2006
            
            $
            1.95
            
            $
            1.50Quarter
                Ending August 31, 2006
            
            $
            2.80
            
            $
            1.65




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**Holders**





On
      November 27, 2006 the "bid" price for the Registrant's common stock on the
      OTC
      Bulletin Board was $2.30 per share. On November 27, 2006, there were
      approximately 570 shareholders of record of the Registrant's common stock.





The
      total
      aggregate number of shares of all classes of capital stock, which the Registrant
      has authority to issue is 305,000,000 of which 300,000,000 are shares of common
      stock, $0.001 par value and 5,000,000 are shares of preferred stock, $0.001
      par
      value. On August 31, 2006 there were 25,760,507 shares of Common Stock issued
      and outstanding and no shares of preferred stock issued and outstanding.





**Dividends**





The
      Company has not declared any cash dividends since inception and does not
      anticipate paying any dividends in the foreseeable future. The payment of
      dividends is within the discretion of the Board of Directors and will depend
      on
      the Company’s earnings, capital requirements, financial condition, and other
      relevant factors. There are no restrictions that currently limit the Company’s
      ability to pay dividend on its Common Stock other than those generally imposed
      by applicable state law.





**Recent
      Sales of Unregistered Securities**





Prior
      to
      the merger of WallStreet, WallStreet had agreed to sell 10,000,000 units at
      a
      unit price of $0.25 per unit to raise $2,500,000 through a private
      placement dated June 1, 2005. Each unit consisted of one share of
      common stock, par value of $0.001 per share, one redeemable Class A Warrant
      and
      one redeemable Class B Warrant. Each Class A and Class B Warrant entitled the
      registered holder to purchase, at any time until the first anniversary date
      of
      the private placement memorandum, one share of common stock at an exercise
      price
      of $0.50 and $0.75, respectively. In accordance with terms and conditions of
      the
      acquisition of WallStreet, the exercise price of redeemable Class A and Class
      B
      Warrant of WallStreet to purchase Common Shares of the Company were revised
      to
      $0.75 for Class A Warrant and $1.74 for Class B Warrant, respectively.
      Wallstreet sold 6,325,000 units and raised $1,581,250 from the private
      placement, which closed on December 22, 2005.




Through
      a
      private placement on January 25, 2006 and after the acquisition of Wallstreet,
      the Company sold 120,000 units to eight accredited investors for cash
      consideration of $120,000. Each unit sold consists of one common share, a
      redeemable Class C Warrant (the “Class C Warrant”) a redeemable Class D Warrant
      (the “Class D Warrant”), and a redeemable Class E Warrant (the “Class E
      Warrant”) of Financial Media Group, Inc. Each Class C Warrant entitles the
      registered holder thereof to purchase, at any time until the first anniversary
      of the date of the purchase, 15,000 shares of Common Stock at an exercise price
      of $1.50 per share, subject to adjustment. Each Class D Warrant entitles the
      registered holder thereof to purchase, at any time until the second anniversary
      of the date of the purchase, 15,000 shares of Common Stock at an exercise price
      of $2.25 per share, subject to adjustment. Each Class E Warrant entitles the
      registered holder thereof to purchase, at any time until the third anniversary
      of the date of the purchase, 15,000 shares of Common Stock at an exercise price
      of $3.75 per share, subject to adjustment. The Class C Warrants, the Class
      D
      Warrants and the Class E Warrants (collectively, the “Warrants”) are redeemable
      by the Company, at a redemption price of $0.05 per share, upon at least 30
      days
      prior written notice. Commencing 12 months from the date of the private
      placement or upon an effective Registration Statement, whichever is earlier,
      at
      the price of $0.05 per Warrant, upon not less than 30 days notice to the holders
      of the Warrants called for redemption, provided that the average closing bid
      price of the Common Stock exceeds $2.50 for Class C Warrants, $4.50 for the
      Class D Warrants and $7.50 for the Class E Warrants for 20 trading days. The
      holders of the Warrants called for redemption shall have exercise rights until
      the close of business on the date fixed for redemption. Class C Warrants expire
      on January 25, 2007, Class D Warrants expire on January 25, 2008, and Class
      E
      Warrants expire on January 25, 2009, respectively.





During
      the twelve months ended August 31, 2006, the Company received $935,453 in cash
      consideration for exercise of 1,247,270 Class A Warrants pursuant to the private
      placement of June 1, 2005. The remaining unexercised 1,483,232 Class A Warrants
      expired on June 1, 2006. No other classes of warrant holders exercised their
      Warrants during the twelve month period ended August 31, 2006.





The
      Company initiated a private placement on September 1, 2006, offering 335 units
      to accredited investors through its placement agent, Westcap Securities, Inc.,
      an NASD member. The
      minimum subscription was $15,000 for one unit. Each unit consists of 10,000
      shares of Common Stock, par value $0.001 per share, a redeemable Class A1
      Warrant and a redeemable Class A2 Warrant of the Company's common
      stock. Each Class A1 and A2 Warrant entitles the registered holder thereof
      to
      purchase, at any time until the September 1, 2007 and September 1, 2008
      respectively, 5,000 shares of Common Stock at an exercise price of $2.50 and
      $3.50, respectively, subject to adjustment. The Class A1 and A2 Warrants are
      redeemable by the Company, at a redemption price of $0.05 per share, upon at
      least 30 days’ prior written notice, commencing on the completion of an
      effective Registration Statement of the said securities or after September
      1,
      2007, whichever is earlier, if the average of the closing bid price of the
      common stock, for 20 consecutive business days exceeds $3.50 per share for
      the
      Class A1Warrants, and $4.50 per share for the Class A2 Warrants.





All
      of
      the investors above are sophisticated individuals who had the opportunity to
      review all of the Registrant's SEC filings and to discuss with the officers
      and
      directors of the Registrant the business and financial activities of the
      Registrant. All the investors acquired their shares for investment and not
      with
      a view toward distribution. All Certificates have been affixed with an
      appropriate legend restricting sales and transfers. Therefore, based on the
      foregoing, the Registrant issued the shares in reliance upon the exemptions
      from
      registration provided by Section 4(2) of the Securities Act of 1933 and/or
      Registration D, there under.





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**Item6.
      Management's Discussion and Analysis of Financial Condition
      and Results of Operations**





The
      following information should be read in conjunction with our consolidated
      financial statements and notes thereto appearing elsewhere in this Form
      10-KSB.





**Forward
      Looking Statements**





This
      Form
      10-KSB including the Management's Discussion and Analysis or Plan of Operation
      contains forward-looking statements that involve substantial risk and
      uncertainties. These forward-looking statements are not historical facts but
      rather are based on current expectations, estimates, and projections about
      the
      Company's industry, beliefs, and assumptions. Such forward-looking statements
      involve risks and uncertainties that could cause risks or outcomes to differ
      materially from those expressed in the forward-looking statements.




Forward-looking
      statements may include without limitation statements relating to the Company's
      plans, strategies, objectives, expectations, and intentions and are intended
      to
      be made pursuant to the Safe Harbor provisions of the Private Securities
      Litigation Reform Act of 1995. Words such as "anticipates,” "expects,"
      "intends," "plans," "believes," "seeks," and "estimates" and variations of
      these
      words and similar expressions are intended to identify forward-looking
      statements. These statements are not guarantees of future performance and are
      subject to certain risks, uncertainties, and other factors, some of which are
      beyond our control and difficult to predict and could cause actual results
      to
      differ materially from those expressed or forecasted in the forward-looking
      statements including without limitation:





·
            The
                state of securities markets in which the securities of the Company's
                portfolio company trade or could be traded. Liquidity within the
                national
                financial markets.





·
            Economic
                downturns or recessions may impair the Company's customers' ability
                to
                repay our loans and increase our non-performing assets.





·
            A
                contraction of available credit and/or inability to access the equity
                markets could impair our lending and investment activities.





·
            The
                risks associated with the possible disruption in the Company's operations
                due to terrorism and,





·
            The
                risks and uncertainties described under the caption "Risk Factors
                and
                Other Considerations" contained in Part I, Item 1, which is incorporated
                herein by reference.




Although
      the assumptions on which these forward looking statements are based are
      reasonable, any of those assumptions also could be incorrect. In light of these
      and other uncertainties, the inclusion of a projection or forward-looking
      statements in this Annual Report should be regarded as a representation of
      the
      Company that its plans and objectives will be achieved. Undue reliance should
      not be placed on these forward-looking statements, which apply only as of the
      date of this Annual Report.





**Plan
      of Operations**





Since
      the
      termination of its BDC status in June 2005, the Company's objective had been
      to
      acquire business entities that have experienced management and opportunities
      for
      growth in exchange for its securities. The Company completed its acquisition
      of
      WallStreet in January 2006 and WallStreet became a wholly-owned subsidiary
      of
      the Company.





The
      Company's current operations consist of the operations of WallStreet, a
      financial media and advertising company that provides various financial Internet
      solutions, tools, content and services to individual investors, media,
      corporate, and financial services companies. WallStreet also provides
      Internet-based media and advertising services through its www.wallst.net
      (WallSt.net) financial Web site, investor conferences, and print publications
      that are distributed to investment professionals across North
      America.





Advertising
      on WallSt.net consists of continuous or rotating client profiles on various
      Web
      pages within WallSt.net. Delivery of these profiles is based on a certain number
      of impressions on WallSt.net depending on our client agreements. An impression
      is defined as a single instance of an advertisement being displayed. WallStreet
      also provides E-mail services to its clients, which are mailings sent to a
      targeted list of e-mail addresses, with delivery consisting solely of
      transmitting the mailing to the e-mail targets. E-mail services may be purchased
      on a per-transmittal basis, for which revenue is recorded when the transmittal
      occurs, or on a fixed-fee basis in which the client receives access to a fixed
      number of transmittals per-month. The Company records the revenue on the
      fixed-fee basis pro rated over the term of the client agreement.





The
      Company established its Financial Filings Inc. subsidiary to leverage WallStreet
      Direct, Inc.’s existing client base, by offering Edgarization services to small
      and mid-sized public companies. Compliance requirements for public companies
      are
      becoming increasingly stringent and costly. Financial Filings Inc. offers small
      and mid-sized public companies a channel to accurately format pertinent SEC
      filings.





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          11
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**Results
      of Operations**





The
      consolidated results of operations of the Company for the twelve months ended
      August 31, 2006 consisted of the operations of the Company for the period from
      January 6, 2006 (the date of acquisition of WallStreet) to August 31, 2006,
      twelve months operations of its wholly-owned subsidiary WallStreet, results
      of
      operations of its wholly-owned subsidiary Financial Filings, Inc. from the
      date
      of incorporation of February 13, 2006 to August 31, 2006, and results of
      operations of My WallStreet, Inc. from the date of incorporation of June 13,
      2006 to August 31, 2006, compared to the consolidated results of operations
      of
      WallStreet for the eight months period ended August 31, 2005. The acquisition
      of
      WallStreet is accounted for as a reverse acquisition under the purchase method
      of accounting since the shareholders of WallStreet obtained control of the
      consolidated entity. Accordingly, the merger of the two companies is recorded
      as
      a recapitalization of WallStreet, with WallStreet being treated as the
      continuing entity. The historical financial statements to be presented will
      be
      those of WallStreet. The Company changed the fiscal year of the acquired
      subsidiary WallStreet of December 31, to correspond to the fiscal year end
      of
      Financial Media Group, Inc. being August 31 fiscal year end. The Company filed
      an amended 8K/A reflecting these audited statements of the acquired entity
      in
      November of 2006. These statements should be read in conjunction with the
      current financial information.





The
      Company reported a net loss of $1,608,268 for the twelve months ended August
      31,
      2006 compared to net loss of $197,998 for the eight month period ended August
      31, 2005. The discussion of the Company compares the twelve months period ending
      August 31, 2006 to the eight months period ending August 31, 2005. The loss
      was
      principally attributable to the reduced valuation of market securities in the
      Company's portfolio, as more fully explained in "Operating Expenses"
      below.





**Revenues**





Revenues
      for the twelve months period ended August 31, 2006 were $6,631,631 compared
      to
      $1,334,260 for the eight months period. Revenues increased by $5,297,371 (397%)
      during the twelve months period due to the Company's expanded effort in
      marketing its services and gaining clients during the last twelve
      months.





**Operating
      Expenses**





Selling,
      general, and administrative expenses (S, G&A) for the twelve month period
      ended August 31, 2006 was $3,850,432 compared to $1,563,718 for the eight month
      period. S,G&A expenses increased by $2,286,714 (146%) during the twelve
      month period ended August 31, 2006 as compared to the eight months period ended
      August 31, 2005, primarily due to increase in payroll costs, relocation costs
      due to moving to a larger office facility, increase in administrative, sales
      and
      marketing personnel and increase in legal costs due to the acquisition of the
      subsidiary. Impairment of marketable securities for the twelve month period
      ended August 31, 2006 was $2,914,877 compared to none for the eight months
      period ended August 31, 2005. Impairment expense was recorded because the market
      value of the securities received by the Company as compensation for services
      declined more than 50% of their market value and in the judgment of the Company
      appeared to be other than temporary reduction in the fair value of the
      marketable securities. Therefore, the Company took a conservative approach
      of
      recording the increased impairment expense. Depreciation expense for the twelve
      month period ended August 31, 2006 was $20,589 compared to $1,781 for the eight
      months period ended August 31, 2005.




Interest
      expense for the twelve month period ended August 31, 2006 was $192,520 compared
      to $124,760 for the eight months period ended August 31, 2005. Interest expense
      increased due to the interest charged on the $3.0 million promissory notes
      executed by the Company in January 2005. Realized loss on sale of marketable
      securities for the twelve month period ended August 31, 2006 was $1,257,512
      compared to a realized gain of $149,184 for the eight months period ended August
      31, 2005. The Company sold non-performing marketable securities held in its
      possession and realized losses on their sale prior to December 31, 2005 to
      take
      advantage of tax loss for benefit in future periods. Unrealized gain at August
      31, 2006 was $134,485 compared to $363,387 at August 31, 2005. Unrealized gain
      resulted due to the increase in market value of the marketable securities held
      at August 31, 2006 and 2005, respectively.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents were $56,830 at August 31, 2006. No assurance can be made
      that
      the Company will have access to the capital markets in future, or that financing
      will be available on acceptable terms to satisfy the Company's cash requirements
      needed to implement its business strategies. The Company's inability to access
      the capital markets or obtain acceptable financing could have a material adverse
      affect on its results of operations and financial condition, and could severely
      threaten the Company's ability as a going concern.





As
      shown
      in the accompanying consolidated financial statements, the Company recorded
      a
      loss of $1,608,268 for the twelve months period ended August 31, 2006 compared
      to loss of $197,998 for the eight months period ended August 31, 2005. The
      Company's current liabilities exceeded its current assets by $799,820 at August
      31, 2006, and net cash used in operating activities for the twelve months ended
      August 31, 2006 was $3,306,218. These factors and the Company's ability to
      meet
      its debt obligations from current operations, and the need to raise additional
      capital to accomplish its objectives questions the capacity of the Company's
      ability to continue as a going concern.





The
      Company has been able to meet its obligations through liquidation of its “Market
      Securities” portfolio; however, it has missed opportunities to maximize its
      value, due to the untimely demands for cash not matching with the highest market
      value. The components of the current liabilities specifically the “Deferred
      Revenue” classification, reflects a more informative view. As the Company enters
      into sundry contracts for services with its customers, contractually the revenue
      is earned upon execution of the agreement. The Company in compliance with GAAP
      amortizes this revenue stream over the life of the contract, thus a non-cash
      reduction of this liability. The adjusted current asset over current liabilities
      excluding deferred revenues is a positive $2,404,953.





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**Operating
      Activities**





Net
      cash
      used in operating activities for the twelve months period ended August 31,
      2006
      was $3,306,218, resulted due to an increase in receivables of $131,088, increase
      in other current assets and deposits of $12,173, increase in accounts payable
      of
      $201,997, and an increase in accrued expenses, and other liabilities of
      $103,578.





**Investing
      Activities**





Net
      cash
      provided by investing activities for the twelve months period ended August
      31,
      2006 was $667,118. The Company received $743,992 in net cash proceeds from
      sale
      and purchase of marketable securities, and expended cash of $77,819 for purchase
      of property and equipment.





**Financing
      Activities**





Net
      cash
      provided by financing activities for the twelve months period ended August
      31,
      2006 was $2,505,336 due to cash received from sale of securities and exercise
      of
      warrants amounting to $2,149,204 and loans received from the shareholders and
      third parties of $225,632 and received cash of $130,500 for shares of the
      Company’s common stock to be issued.





As
      a
      result of the above activities, the Company experienced a net decrease in cash
      of $133,764 for the twelve months period ended August 31, 2006. The ability
      of
      the Company to continue as a going concern is still dependent on its success
      in
      obtaining additional financing from investors through the sale of its
      securities.





**Application
      of Critical Accounting Policies**





Revenue
      Recognition





The
      Company recognizes its revenue in accordance with the Securities and Exchange
      Commissions (“SEC”) Staff Accounting Bulletin No. 104, “Revenue Recognition in
      Financial Statements” (“SAB 104”). Revenue is recognized when merchandise is
      shipped to a customer.




Stock-Based
      Compensation





The
      Company adopted SFAS No. 123 (Revised 2004),
*Share
      Based Payment*(“SFAS
      No. 123R”), under the modified-prospective transition method on January 1, 2006.
      SFAS No. 123R requires companies to measure and recognize the cost of
      employee services received in exchange for an award of equity instruments based
      on the grant-date fair value. Share-based compensation recognized under the
      modified-prospective transition method of SFAS No. 123R includes share-based
      compensation based on the grant-date fair value determined in accordance with
      the original provisions of SFAS No. 123,*Accounting
      for Stock-Based Compensation,*for
      all
      share-based payments granted prior to and not yet vested as of January 1, 2006
      and share-based compensation based on the grant-date fair-value determined
      in
      accordance with SFAS No. 123R for all share-based payments granted after
      January 1, 2006. SFAS No. 123R eliminates the ability to account for the
      award of these instruments under the intrinsic value method prescribed by
      Accounting Principles Board (“APB”) Opinion No. 25,*Accounting
      for Stock Issued to Employees*,
      and
      allowed under the original provisions of SFAS No. 123. Prior to the adoption
      of
      SFAS No. 123R, the Company accounted for our stock option plans using the
      intrinsic value method in accordance with the provisions of APB Opinion
      No. 25 and related interpretations.





Issuance
      of Shares for Service





The
      Company accounts for the issuance of equity instruments to acquire goods and
      services based on the fair value of the goods and services or the fair value
      of
      the equity instrument at the time of issuance, whichever is more reliably
      measurable.





Impact
      of
      Accounting Pronouncements





In
      February 2006, FASB issued SFAS No. 155,
      "Accounting for Certain Hybrid Financial Instruments." SFAS No. 155 amends
      SFAS
      No 133, "Accounting for Derivative Instruments and Hedging Activities," and
      SFAF
      No. 140, "Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities." SFAS No. 155, permits fair value remeasurement
      for any hybrid financial instrument that contains an embedded derivative that
      otherwise would require bifurcation, clarifies which interest-only strips and
      principal-only strips are not subject to the requirements of SFAS No. 133,
      establishes a requirement to evaluate interest in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring bifurcation,
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition
      on the qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. This statement is effective for all financial instruments
      acquired or issued after the beginning of the Company's first fiscal year that
      begins after September 15, 2006.




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In
        March
        2006, FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
        Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing
        of Financial Assets and Extinguishments of Liabilities, with respect to the
        accounting for separately recognized servicing assets and servicing liabilities.
        This Statement:
 
 1.
              Requires
                  an entity to recognize a servicing asset or servicing liability
                  each time
                  it undertakes an obligation to service a financial asset by entering
                  into
                  a servicing contract.
 
 2.
              Requires
                  all separately recognized servicing assets and servicing liabilities
                  to be
                  initially measured at fair value, if
                  practicable.
 
 3.
              Permits
                  an entity to choose ‘Amortization method’ or ‘Fair value measurement
                  method’ for each class of separately recognized servicing assets and
                  servicing liabilities:
 
 4.
              At
                  its initial adoption, permits a one-time reclassification of
                  available-for-sale securities to trading securities by entities
                  with
                  recognized servicing rights, without calling into question the
                  treatment
                  of other available-for-sale securities under Statement 115, provided
                  that
                  the available-for-sale securities are identified in some manner
                  as
                  offsetting the entity’s exposure to changes in fair value of servicing
                  assets or servicing liabilities that a servicer elects to subsequently
                  measure at fair value.
 
 5.
              Requires
                  separate presentation of servicing assets and servicing liabilities
                  subsequently measured at fair value in the statement of financial
                  position
                  and additional disclosures for all separately recognized servicing
                  assets
                  and servicing liabilities.
 
 This
        Statement is effective as of the beginning of the Company’s first fiscal year
        that begins after September 15, 2006. The management is currently evaluating
        the
        effect of this pronouncement on financial statements.
 
 In
        September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP), and expands disclosures
        about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement does not require
        any
        new fair value measurements. However, for some entities, the application
        of this
        Statement will change current practice. This Statement is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. The management is currently
        evaluating the effect of this pronouncement on financial
        statements.
 
 In
        September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
        Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
        88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
        employer to recognize the over funded or under funded status of a defined
        benefit postretirement plan (other than a multiemployer plan) as an asset
        or
        liability in its statement of financial position and to recognize changes
        in
        that funded status in the year in which the changes occur through comprehensive
        income of a business entity or changes in unrestricted net assets of a
        not-for-profit organization. This Statement also improves financial reporting
        by
        requiring an employer to measure the funded status of a plan as of the date
        of
        its year-end statement of financial position, with limited exceptions. An
        employer with publicly traded equity securities is required to initially
        recognize the funded status of a defined benefit postretirement plan and
        to
        provide the required disclosures as of the end of the fiscal year ending
        after
        December 15, 2006. An employer without publicly traded equity securities
        is
        required to recognize the funded status of a defined benefit postretirement
        plan
        and to provide the required disclosures as of the end of the fiscal year
        ending
        after June 15, 2007. However, an employer without publicly traded equity
        securities is required to disclose the following information in the notes
        to
        financial statements for a fiscal year ending after December 15, 2006, but
        before June 16, 2007, unless it has applied the recognition provisions of
        this
        Statement in preparing those financial statements:
 
 a.  A
        brief
        description of the provisions of this Statement
 b.  The
        date
        that adoption is required
 c.  The
        date
        the employer plans to adopt the recognition provisions of this Statement,
        if
        earlier.
 
 The
        requirement to measure plan assets and benefit obligations as of the date
        of the
        employer’s fiscal year-end statement of financial position is effective for
        fiscal years ending after December 15, 2008. The management is currently
        evaluating the effect of this pronouncement on financial
        statements.


Off
      Balance Sheet Arrangements





The
      Company has no Off Balance Sheet arrangements at August 31, 2006.





**Item
      7. ConsolidatedFinancial
      Statements**





Financial
      Statements are referred to in Item 13(a), listed in the Index to Financial
      Statements and filed and included elsewhere herein as a part of this Annual
      Report on Form 10-KSB.





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**Item
      8. Changesin and Disagreements with Accountants on
      Accounting and Financial Disclosure**





None





**Item
      8A. Controls and Procedures**





(A)
      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





The
      Company’s Chief Executive Officer, Chief Operating Officer and Principal
      Financial and Accounting Officer, after evaluating the effectiveness of our
      disclosure controls and procedures (as defined in the Securities Act of 1934
      Rules 13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date
      of
      this annual report on From 10-KSB (the "Evaluation Date"), has concluded that
      as
      of the Evaluation Date, our disclosure controls and procedures were adequate
      and
      effective to ensure that material information relating to us would be made
      known
      to him by others within the Company, particularly during the period in which
      this annual report on Form 10-KSB was being prepared.





(B)
      CHANGES IN INTERNAL CONTROLS





There
      were no significant changes in our internal controls or other factors that
      could
      significantly affect our disclosure controls and procedures subsequent to the
      Evaluation Date, nor any significant deficiencies or material weaknesses in
      such
      disclosure controls and procedures requiring corrective actions. As a result,
      no
      corrective actions were taken.





**Item
      8B. Other Information**





None.





**PART
      III**





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





Set
      forth
      below is information with respect to our directors and executive officers as
      of
      August 31, 2006.





**Management**





**NAME**
            
            **AGE**
            
            **POSITION**Albert
                Aimers
            
            43
            
            Chairman
                of the Board and Chief Executive OfficerJavan
                Khazali
            
            42
            
            Chief
                Operating Officer and DirectorMark
                V. Noffke
            
            50
            
            Chief
                Financial OfficerTyson
                Le
            
            26
            
            SecretaryDato'Sri
                Ram Sarma
            
            52
            
            DirectorA.
                Chandrakumanan
            
            42
            
            DirectorNick
                Iyer
            
            27
            
            DirectorWendy
                Borow-Johnson
            
            54
            
            DirectorTom
                Hemingway
            
            50
            
            Director




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ALBERT
      AIMERS was elected Chairman of the Board and Chief Executive Officer subsequent
      to the close of the Acquisition in January 2006. Mr. Aimers brings to "WSD"
      his
      business leadership, product development and creative talents. Mr. Aimers has
      been in the financial industry for 15 years specializing in such areas as
      Merchant and Investment Banking, Mergers and Acquisitions, Investor Awareness
      and Investor Relations and Financial and Media Relations and Strategic Investor.
      Mr. Aimers was an early primary Merchant Banker Investor in Sonus Healthcare
      (AMEX), and a strategic investor for National Challenge Systems ($80 Million
      market cap). Mr. Aimers was a former board member of Envoy Communications
      (ECGI-NASDAQ)-Advertising. Mr. Aimers was a founder of now defunct streaming
      media company iLive Inc. (former trading symbol LIVE). Mr. Aimers is the founder
      of Wallst.net and Wallstreet Direct Inc.





JAVAN
      KHAZALI became the Chief Operating Officer in January 2006 and had been the
      Chief Executive Officer and a director of the Company since November 2004.
      Mr.
      Khazali has over eighteen years of experience at senior executive level in
      both
      private and public sectors with main focus on services, telecommunications,
      and
      financial media industry segments. He has broad based experience in the areas
      of
      corporate restructuring & reorganization, business development, operations,
      and management consulting. Mr. Khazali joined Cypost Corporation ("Cypost")
      as
      Vice President (Administration) in 2001 and was promoted to become CEO of the
      Company from 2002 to 2003. In 2003, the directors of Cypost filed a Chapter
      7
      Bankruptcy. During the bankruptcy proceedings Mr. Khazali assisted the Company
      in financial distress negotiations, bankruptcy litigations and helped resolve
      disputes between Cypost and debt holders, lenders, bank groups, and equity
      holders. From 1985 to 2000, Mr. Khazali held numerous senior level positions
      in
      the food service sector including as a managing partner of two successful
      restaurants located in Western Canada. He also served as the director of
      operations of privately held restaurant chain located in various cities of
      United States and Western Canada having over 300 employees.





MARK
      V.
      NOFFKE was appointed to the position of Chief Financial Officer in September
      2006. Prior to joining FMG, Mr. Noffke was Chief Financial Officer of National
      Storm Management, Inc. where he was responsible for taking the company into
      the
      public arena. Between August 2003 and May 2004, Mr. Noffke was an investment
      banker at Striker Pacific Corporation where he conducted due diligence, and
      acquisition analysis in various industries, including waste recycling, forest
      products and automotive. From September 1996 until August 2003, Noffke served
      as
      the Chief Financial Officer and a Director of U.S. Forest Industries, Inc,
      a
      timber manufacturing company, where he was responsible for developing the
      company’s accounting infrastructure. From January 2002 to May 2004, Mr. Noffke
      served as Chief Financial Officer of Brands Shopping Networks, a publicly traded
      company currently known as United Fuel and Energy Corporation. In this position,
      Mr. Noffke was responsible for raising capital and developing the accounting
      infrastructure. Prior to these positions Mr. Noffke held a variety of operating
      and financial positions within the Stone Container Corporation organization
      now
      Smurfit-Stone Container Corporation. Mr. Noffke is a Certified Public Accountant
      and has a B.S. in Accounting from Valparaiso University in Northwestern
      Indiana.





TYSON
      LE
      became Secretary of FMG, subsequent to the Acquisition, in January 2006. He
      has
      a background in tax accounting, statistical reporting, and financial management.
      In 2004, Mr. Le worked for United Parcel Service and designed back end
      documentation to aid in supply chain management for the company. Mr. Le has
      experience in inventory control, bank and statement reconciliation, pay roll
      and
      federal income taxes. Mr. Le received his education at Orange Coast College.





DATO'SRI
      RAM SARMA is an active board member of several public companies including a
      renowned infrastructure company listed on the Kuala Lumpur Stock Exchange.
      He
      brings a strong network in international financial arena, especially in South
      East Asia. Presently he is the Group Chairman and CEO of the SRS Group, which
      comprises of several diversified companies in several business segments like
      Trading, Construction, Manufacturing, Information, Technology, and Management
      Consulting. SRS Group is a major Asian company located in Kuala Lumpur,
      Malaysia. Mr. Sarma has been serving as a Director of the Company since July
      1999.





A.
      CHANDRAKUMANAN was involved in negotiation and handling of the logistics for
      the
      Malaysian Games (Sukma'98) and coordinated the supply of equipment for track
      and
      field, boxing, basketball, and gymnastics. He has been the principal owner
      of
      KRES Private Limited (Singapore), a stadium equipment supply company, for the
      past ten years. His extensive expertise is in team attire and sports equipment.
      Mr. Chandrakumanan manages the Company's Asian Office in Kuala Lumpur, Malaysia.
      Mr. Chandrakumanan has been serving as a Director of the Company since July
      1999.





NICK
      IYER
      became a director of WSD in January 2005 and a director of FMG subsequent to
      the
      Acquisition in January 2006. Mr. Iyer has extensive experience as an editor
      and
      newspaper reporter. Prior to joining WSD in 2003, Mr. Iyer worked first as
      an
      editorial assistant, and later as a reporter at Newsday in Long Island, New
      York. He has published more than 150 articles and was selected by Newsday's
      senior editors to work on a combined Tribune Co. effort, titled "The Lost,”
which profiled the victims of the September 11, 2001 terrorist attacks. At
      the
      time, Iyer was 23, and the youngest reporter assigned to the project. Mr. Iyer's
      work has been published in well-recognized and established print media such
      as
      Newsday, The Los Angeles Times, The Chicago Tribune, Encyclopedia.com, and
      by
      the National Institute of Literacy. Mr. Iyer has been instrumental in writing
      many editorials and profiles on numerous publicly traded and privately held
      companies. He holds a Bachelor's Degree in English Literature from the State
      Univers ity
      of
      New York at Stony Brook.





WENDY
      BOROW-JOHNSON became a director of FMG in August 2006. She is currently the
      President of Healthy Living Channel and the Senior Vice President of The
      Networks Group of Turner Media Group, Inc. The Networks Group includes Healthy
      Living Channel, iShop, Beauty and Fashion, Men's Channel, Mall TV, Resorts
      and
      Residence TV, iDrive and America's Preview Network. She is responsible for
      overseeing programming, network development, and distribution and cross media
      marketing of these lifestyle transactional networks. Prior to joining Turner
      Media Group, Inc., Ms. Borow-Johnson served on the Board of Directors of Brands
      Shopping Network, Inc. and was President of Television, securing 30 million
      cable and satellite homes and 25 name brand retailers for Brands Shopping
      Network. She was the President and CEO of RnetHealth Inc., a publicly traded
      company and was the President and CEO of Recovery Television Network. In one
      year she took Recovery Network from 2 million to 16 million cable households
      and
      according to Broadcasting and Cable made it the fastest growing cable network
      and the only media outlet dedicated to Recovery reaching over 16 million cable
      households.





TOM
      HEMINGWAY became a director of FMG in November 2004 and brings nearly two
      decades of management experience in the areas of artificial intelligence, home
      automation, and network systems. Mr. Hemingway is currently Chairman and CEO
      of
      Redwood Investment Group since it’s inception, he became the Chief Executive
      Officer and Chairman of Oxford Media (NASDAQ: OXMI) August 2004 to May 2006,
      On
      August 5, 1998, Mr. Hemingway became the Chief Executive Officer and Chairman
      of
      the Esynch Corporation (NASDAQ: ESYN), a publicly traded company, 2002 name
      changed to Mergence Corporation (NASDAQ: MRGN). From 1995 to 1998, Mr. Hemingway
      served as Chairman and CEO of Intermark Corporation, a software developer and
      publisher in the entertainment markets. Prior Mr. Hemingway was President and
      CEO of Omni Advanced Technologies (OMNI) and Intellinet Information Systems
      (INTS). In addition Mr. Hemingway has been a consultant and board member to
      several public and private companies, including Smart House/LV, It’s a Grind
      Coffee, Great American Coffee Company (GACC), Redwood Investment Group, CBC,
      Pure Water and Bioscience (PURE), and Smart OnLine (SOLN). Mr. Hemingway
      received his BA from State University of New York.





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          of Contents*




**BOARD
      MEETINGS AND COMMITTEES**





The
      Board
      currently has two committees, the Audit Committee and Compensation and Stock
      Option Committee established in January of 2005 to comply with the Sarbanes
      Oxley Act. The chairman of the Audit Committee is Tom Hemingway.





None
      of
      the other Directors of the Company were paid any compensation for their services
      as a director during the fiscal years ended August 31, 2006 and 2005. No family
      relationships exist between any of the executive officers or directors of the
      Company.





**COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT**





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's officers
      and
      directors, and persons who own more than ten percent of its Common Stock, to
      file reports of ownership and changes of ownership with the Securities and
      Exchange Commission ("SEC") and each exchange on which the Company's securities
      are registered. Officers, directors and greater than ten percent stockholders
      are required by SEC regulation to furnish the Company with copies of all
      ownership forms they file.





Based
      solely on its review of the copies of such forms received by it, or written
      representations from the officers, directors, or persons holding greater than
      10% of Company stock, no ownership disclosure form (SEC Form 5) was required
      for
      those persons. All of the required Form 3's and up to date Form 4's for the
      directors have been filed with the SEC. There are no transfers of the Company's
      common stock by any persons subject to Section 16(a) requirements.





**Item
      10. ExecutiveCompensation**





The
      following table sets forth the compensation of the Company's Chief Executive
      Officer during the last two complete fiscal years. No other officers received
      annual compensation in excess of $100,000 during the last two completed fiscal
      years.





**SUMMARY
      COMPENSATION TABLE**





Short-Term
                Compensation
            
            Long-Term
                Compensation(in
                dollars)
            Year
            Salary
            Bonus
            Vacation
                Sick Pay
            
            Other
                (1)
            Pension
            Total CompensationAlbert
                Aimers
            2006
            276,667
            -0-
            -0-
            
            -0-
            74,167
            350,834Albert
                Aimers
            2005
            190,000
            -0-
            25,177
            
            94,400
            51,250
            360,827Javan
                Khazali
            2006
            166,667
            -0-
            -0-
            
            -0-
            -0-
            166,667Javan
                Khazali
            2005
            72,500
            -0-
            -0-
            
            -0-
            -0-
            72,500





(1)
      Represents catch up in pension from previous years.





**Employment
      and Related Agreements**





On
      July
      19, 2003, Digital WallStreet entered into an employment agreement with its
      Chief
      Executive Officer to provide salary, bonuses, and other fringe benefits through
      December 31, 2006. Such expenses are included in general and administrative
      expenses in the accompanying statement of operations. Pursuant to the terms
      of
      the employment agreement, annual base salary, and benefits payable under the
      employment agreement for the twelve months ended December 31, 2006 is
      $368,750.





**Compensation
      of Directors**





The
      directors of the Company did not receive any compensation for serving on the
      Board during the fiscal years ended August 31, 2006 and 2005,
      respectively.





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**Item
      11. SecurityOwnership of Certain Beneficial Owners and
      Management**





The
      following table sets forth, as of August 31, 2006, the number of shares of
      the
      Company's Common Stock and percentage of the outstanding shares of the Company's
      Common Stock owned beneficially (a) by each officer and director who owns any
      such shares of the Company; (b) by all officers and directors of the Company
      as
      a group; and (c) by all persons who are known to the Company to own more than
      five percent of the Company's Common Stock.





**Name**
            
            **Number
                of Shares Beneficially Owned**
            
            **Percentage
                of Outstanding Shares**Albert
                Aimers, Chairman, CEO
            
            15,072,250
                (1)
            
            58.0%Javan
                Khazali, COO and Director
            
            1,325,000
            
            5.1%Mark
                V. Noffke, CFO
            
            --
            
            --Tyson
                Le, Secretary
            
            --
            
            --Dato'Sri
                Ram Sarma, Director
            
            42,799
                (2)
            
            *A.
                Chandrakumanan, Director
            
            42,799
                (3)
            
            *Tom
                Hemingway, Director
            
            100,000
            
            *Nick
                Iyer, Director
            
            863,400
            
            3.3%Wendy
                Borow-Johnson, Director
            
            --
            
            --Smart
                Energy Group, Inc.
            
            2,900,000
            
            11.1%Officers
                and Directors as a Group (9 individuals)
            
            17,446,248
            
            67.1%





(1)
            Of
                these shares, 14,638,750 are owned by AMC Capital Group, Inc., a
                corporation of which Mr. Aimers is an officer, director and shareholder
                and 433,500 shares are owned by Forest, Glenneyre Associates, Inc.,
                a
                corporation of which Mr. Aimers is an officer, director and a
                shareholder.





(2)
            Includes
                39,699 shares owned by Kres Private Ltd., a Company of which Mr.
                Sarma
                owns 50% interest.





(3)
            Includes
                39,699 shares owned by Kres Private Ltd., a Company of which Mr.
                Chandrakumanan owns 50% interest.




*
      Less
      than 1%





**Stock
      Option Plan**





None.





**Employee
      Benefit Plan**





The
      Company offers a health insurance plan that covers medical and dental for all
      it
      full time employees. The Company contributes $150 per employee monthly; the
      balance of the costs is borne by the employee. The Company does not have a
      pension plan nor does it offer any type of 401k plan.





**Warrants**





During
      the year ended August 31, 2006, the Company received $935,453 in cash
      consideration for exercise of 1,247,270 Class A Warrants pursuant to the private
      placement of June 1, 2005. The remaining unexercised 1,483,232 Class A Warrants
      expired on June 1, 2006. No other classes of warrant holders exercised their
      Warrants during the twelve month period ended August 31, 2006. No warrants
      were
      issued or converted during the year ended August 31, 2005.





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          of Contents*




The
      Company has the following warrants outstanding at August 31, 2006:





*Class
      B Warrants - 2,730,502*




Prior
      to
      the Company’s merger of WallStreet, WallStreet had agreed to sell 10,000,000
      units at a unit price of $0.25 per unit. through a private placement on June
      1,
      2005. Each unit consisted of one share of common stock, par value of $0.001
      per
      share, one redeemable Class A Warrant and one redeemable Class B Warrant. Each
      Class A and Class B Warrant entitled the registered holder to purchase, at
      any
      time until the first anniversary date of the private placement memorandum,
      one
      share of common stock at an exercise price of $0.50 and $0.75, respectively.
      In
      accordance with terms and conditions of the acquisition of WallStreet, the
      exercise price of redeemable Class A and Class B Warrant of WallStreet to
      purchase Common Shares of the Company were revised to $0.75 for Class A Warrant
      and $1.74 for Class B Warrant, respectively. Prior to the merger WallStreet
      sold
      6,325,000 units. The Class A Warrants expired on June 1, 2006. The
      Wallstreet Class B Warrants were converted into 2,730,502 Warrants of Financial
      Media Group, Inc. common stock and expire on May 31, 2007.





*Class
      A1 Warrants - 193,000*





Each
      Class A1 Warrant entitles the holder to purchase 5,000 shares of Common Stock
      for $2.50 per share. The warrants expire on August 31, 2007. These warrants
      may
      be redeemable by the Company at any time commencing August 31, 2007 or upon
      an
      effective Registration Statement, whichever is earlier, at a price of $.05
      per
      Warrant, upon not less than 30 days' notice to the holders of the Warrants
      called for redemption, provided that the average closing bid price of the Common
      Stock exceeds $3.50 for 20 trading days. The exercise prices and the number
      of
      shares issuable upon the exercise of the Warrants are subject to adjustment
      in
      certain circumstances .





*Class
      A2 Warrants - 193,000*





Each
      Class A1 Warrant entitles the holder to purchase 5,000 shares of Common Stock
      for $3.50 per share. The warrants expire on August 31, 2008. These warrants
      may
      be redeemable by the Company at any time commencing August 31, 2007 or upon
      an
      effective Registration Statement, whichever is earlier, at a price of $0.05
      per
      Warrant, upon not less than 30 days' notice to the holders of the Warrants
      called for redemption, provided that the average closing bid price of the Common
      Stock exceeds $4.50 for 20 trading days. The exercise prices and the number
      of
      shares issuable upon the exercise of the Warrants are subject to adjustment
      in
      certain circumstances





*Warrants
      Class C - 120,000*





Each
      Class C Warrant entitles the holder to purchase 15,000 shares of Common Stock
      for $1.50 per share. The warrants expire on January 25, 2007. These warrants
      may
      be redeemable by the Company at any time commencing January 25, 2007 or upon
      an
      effective Registration Statement, whichever is earlier, at a price of $0.05
      per
      Warrant, upon not less than 30 days' notice to the holders of the Warrants
      called for redemption, provided that the average closing bid price of the Common
      Stock exceeds $4.50 for 20 trading days. The exercise prices and the number
      of
      shares issuable upon the exercise of the Warrants are subject to adjustment
      in
      certain circumstances.





*Warrants
      Class D - 120,000*





Each
      Class D Warrant entitles the holder to purchase 15,000 shares of Common Stock
      for $2.25 per share. The warrants expire on January 25, 2008. These warrants
      may
      be redeemable by the Company at any time commencing January 25, 2007 or upon
      an
      effective Registration Statement, whichever is earlier, at a price of $0.05
      per
      Warrant, upon not less than 30 days' notice to the holders of the Warrants
      called for redemption, provided that the average closing bid price of the Common
      Stock exceeds $7.50 for 20 trading days. The exercise prices and the number
      of
      shares issuable upon the exercise of the Warrants are subject to adjustment
      in
      certain circumstances.





*Warrants
      Class E - 120,000*





Each
      Class E Warrant entitles the holder to purchase 15,000 shares of Common Stock
      for $3.75 per share. The warrants expire on January 25, 2009. These warrants
      may
      be redeemable by the Company at any time commencing January 25, 2007 or upon
      an
      effective Registration Statement, whichever is earlier, at a price of $0.05
      per
      Warrant, upon not less than 30 days' notice to the holders of the Warrants
      called for redemption, provided that the average closing bid price of the Common
      Stock exceeds $7.50 for 20 trading days. The exercise prices and the number
      of
      shares issuable upon the exercise of the Warrants are subject to adjustment
      in
      certain circumstances.





**Item
      12: Certain Relationships and Related
      Transactions**





None





-
          19
          -
 *Table
          of Contents*




**PART
      IV**





**Item
      13. Exhibits and Reports on Form 8-K**





The
      following list describes the exhibits filed as part of this Annual Report Form
      10-KSB.





**Exhibit
                No.**
            
            **Description
                of Document**31.1
            
            Certification
                of Chief Executive Officer31.2
            
            Certification
                of Chief Financial Officer (Principal Accounting
                Officer)32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer (Principal
                Accounting Officer)pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
                1350





**Reports
      on Form 8-K** :





During
      the last quarter covered by this Report, the Company filed the following Current
      Report Form 8-K:


Unregistered
      sale of securities, SEC File No. 000-32923, Film No. 051038847, incorporated
      by
      reference.





On
      November 22, 2006 the Company filed Form 8-K/A amendment its sole purpose was
      to
      provide the financial statements of WallStreet Direct, Inc. as required by
      Item
      9.01(a) of Form 8-K, which financial statements and information were excluded
      from the Form 8-K filed on January 12, 2006. The audited financial statements
      of
      WallStreet Direct, Inc. for the year ended December 31, 2004 were filed by
      the
      Registrant on January 12, 2006 Form 8-K. However, upon the merger with the
      Company, WallStreet Direct, Inc. elected to change its fiscal year end from
      December 31 to August 31 thus requiring the Form 8-K/A amendment.





**Item
      14. PrincipalAccountant Fees and
      Services**





During
      the past two fiscal years, our principal accountant have billed for their
      services as follows. In addition, fees and services related to the audit of
      the
      financial statements of the Company for the period ended August 31, 2006, as
      contained in the Annual Report, are estimated and included for the fiscal year
      ended August 31, 2005.





Year
                ended August 31,2006
            
            2005Audit
                Fees
            
            $
            71,000
            
            $
            32,000Audit-Related
                Fees
            
            $
            --
            
            $
            --Tax
                Fees
            
            $
            7,000
            
            $
            --All
                Other Fees
            
            $
            --
            
            $
            --





(i)
      The
      Audit Committee requires that prior to the engagement of the Company’s principal
      accountant to audit the financial statements of the Company or to perform other
      Audit Related or Non-Audit Related services, the engagement be reviewed to
      consider the scope of services to be rendered and the expected fees to be
      charged by the principal accountant in connection with rendering such
      services.


-
            20
            -
 *Table
            of Contents*




**SIGNATURES**






Pursuant
      to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
      of
      1934, Registrant has duly caused this report to be signed on its behalf by
      the
      undersigned, thereunto duly authorized on the 28th day
      of November, 2006.








By:
            /s/
                Albert AimersAlbert
                Aimers, CEOBy:
            /s/
                Mark V. NoffkeMark
                V. Noffke, CFO




Pursuant
      to the requirements of the Securities and Exchange Act of 1934, this report
      has
      been signed below by the following persons on behalf of registrant and in the
      capacities indicated on the 28th day of
      November 2006.






**SIGNATURES**
            
            **TITLE**/s/Albert Aimers
            
            Chairman
                of the Board and Chief Executive OfficerAlbert
                Aimers/s/Javan Khazali
            
            Chief
                Operating Officer and DirectorJavan
                Khazali/s/Nick Iyer
            
            DirectorNick
                Iyer/s/Wendy Borow-Johnson
            
            DirectorWendy
                Borow-Johnson/s/Tom Hemmingway
            
            DirectorTom
                Hemingway/s/A.
                Chandrakumanan
            
            DirectorA.
                Chandrakumanan/s/Dato’Sri Ram Sarma
            
            DirectorDato’Sri
                Ram Sarma


-
            21
            -
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            of Contents*








**FINANCIAL
      MEDIA GROUP, INC.**


**AND
      SUBSIDIARIES**






**TABLE
      OF CONTENTS**




PageREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM
            23CONSOLIDATED
                BALANCE SHEET AS OF AUGUST 31,
                2006
            24CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR THE YEAR ENDEDAUGUST
                31, 2006 AND
              EIGHT MONTH PERIOD ENDING AUGUST 31,
                2005
            25CONSOLIDATED
                STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDEDAUGUST
                31, 2006 AND
              EIGHT
                MONTH
                PERIOD ENDED AUGUST 31, 2005
            26CONSOLIDATED
                STATEMENTS OF CASH FLOWS FOR THE YEAR
                ENDED
              AUGUST 31, 2006 AND EIGHT MONTH PERIOD
                ENDED
                AUGUST 31, 2005
            27NOTES
                TO CONSOLIDATED FINANCIAL
                STATEMENTS
            28
                -
                35






-
            22
            -
 *Table
            of Contents*


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**






To
        the
        Board of Directors of
 Financial
        Media Group, Inc. and Subsidiaries
 
 
 We
        have
        audited the accompanying consolidated balance sheet of Financial Media Group,
        Inc. and Subsidiaries as of August 31, 2006, and the related consolidated
        statements of operations, changes in stockholders’ deficit and cash flows for
        the year ended August 31, 2006 and eight month period ended August 31, 2005.
        These financial statements are the responsibility of the Company’s management.
        Our responsibility is to express an opinion on these consolidated financial
        statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the consolidated
        financial statements. An audit also includes assessing the accounting principles
        used and significant estimates made by management, as well as evaluating
        the
        overall financial statement presentation. We believe that our audits provide
        a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Financial Media Group,
        Inc.
        and Subsidiaries as of August 31, 2006 and the results of its operations,
        changes in stockholders’ equity and cash flows for the year ended August 31,
        2006 and eight month period ended August 31, 2005 in conformity with accounting
        principles generally accepted in the United States of America.
 
 The
        Company's financial statements are prepared using the generally accepted
        accounting principles applicable to a going concern, which contemplates the
        realization of assets and liquidation of liabilities in the normal course
        of
        business. The Company has accumulated deficit of $3,734,401 as of August
        31,
        2006 and has incurred net loss of $1,608,268 for the year ended August 31,
        2006.
        These factors as discussed in notes to the financial statements raise
        substantial doubt about the Company's ability to continue as a going concern.
        Management's plans in regard to these matters are also described in the Note
        12
        to the consolidated financial statements. The financial statements do not
        include any adjustments that might result from the outcome of this
        uncertainty.





/s/
                  KABANI & COMPANY, INC.KABANI
&
COMPANY,
                  INC.CERTIFIED
                  PUBLIC ACCOUNTANTSLos
                  Angeles, CANovember
                  22, 2006




-
            23
            -
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            of Contents*
  **FINANCIAL
      MEDIAGROUP, INC. AND
      SUBSIDIARIES**


BALANCE
      SHEET


AUGUST
      31, 2006




ASSETS**CURRENT
                  ASSETS:**Cash
                  & cash equivalents
              
              $
              56,830Accounts
                  receivable, net
              
              
              55,158Marketable
                  securities
              
              
              5,631,678Other
                  current assets
              
              
              1,669Total
                  current assets
              
              
              5,745,335PROPERTY
                  & EQUIPMENT, net
              
              
              95,131DEPOSIT
              
              
              29,421Total
                assets
              
              $
              5,869,887LIABILITIES
                  AND STOCKHOLDERS' DEFICIT**CURRENT
                  LIABILITIES:**Accounts
                  payable
              
              $
              271,966Accrued
                  expenses
              
              
              1,235,283Deferred
                  revenue
              
              
              3,204,773Loan
                  payable
              
              
              225,632Note
                  payable
              
              
              100,000Current
                  portion of note payable - officers
              
              
              1,507,500Total
                  current liabilities
              
              
              6,545,155Long
                  term debt - officer
              
              
              1,500,000Commitments
                  and contingencies
              
              
              --**STOCKHOLDERS'
                  DEFICIT**Common
                  stock, $0.001 par value, 300,000,000 shares authorized,25,760,507
                  issued and outstanding
              
              
              25,761Paid
                  in capital
              
              
              1,054,087Shares
                  to be issued
              
              
              130,500Unrealized
                  gain on marketable securities
              
              
              348,786Accumulated
                  deficit
              
              
              (3,734,401
              )Total
                  stockholders' deficit
              
              
              (2,175,267
              )Total
                  liabilities and stockholders' deficit
              
              $
              5,869,887






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





-
          24
          -
 *Table
          of Contents*


**FINANCIALMEDIA
      GROUP, INC. AND
      SUBSIDIARIES**


STATEMENT
      OF OPERATIONS




**For
                  the year ended**
                **August
                  31,****2006**
              
              **For
                  the eight months period ended**
                **August
                  31, 2005****Net
                  revenues**
              
              $
              6,631,631
              
              $
              1,334,260**Operating
                  expenses**Selling,
                  general & administrative
              
              
              3,850,432
              
              
              1,563,718Depreciation
              
              
              20,589
              
              
              1,781Impairment
                  of marketable securities
              
              
              2,914,877
              
              
              --Total
                  operating expenses
              
              
              6,785,898
              
              
              1,565,499Loss
                  from operations
              
              
              (154,268
              )
              
              (231,239
              )**Non-Operating
                  Income (Expense):**Interest
                  expense
              
              
              (192,520
              )
              
              (124,760
              )Interest
                  income
              
              
              844
              
              
              12,523Gain
                  (Loss) on sale of marketable securities
              
              
              (1,257,512
              )
              
              149,184Total
                  non-operating income (expense)
              
              
              (1,449,188
              )
              
              36,948**Loss
                  from operations before income taxes**
              
              
              (1,603,455
              )
              
              (194,291
              )Provision
                  for income tax
              
              
              4,812
              
              
              3,707**Net
                  Loss**
              
              
              (1,608,268
              )
              
              (197,998
              )**Other
                  comprehensive gain (loss):**Reclassification
                  adjustment
              
              
              (139,992
              )
              
              (9,095
              )Unrealized
                  gain on marketable securities
              
              
              134,485
              
              
              363,387**Comprehensive
                  gain (loss)**
              
              $
              (1,613,774
              )
              $
              156,294**Basic
                  and diluted net loss per share**
              
              $
              (0.07
              )
              $
              (0.01
              )**Weighted
                  average shares of share capital outstanding - basic and
                  diluted**
              
              
              23,236,470
              
              
              19,998,707






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





-
          25
          -
 *Table
          of Contents*


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


CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ DEFICIT







**Common
                Stock**
            
            **Additional**
            
            **Common**
            
            **Unrealized**
            
            **Accumulated**
            
            **Stockholders'****Shares**
            
            **Par
                Value**
            
            **Paid
                in Capital**
            
            **Stock
                To be Issued**
            
            **Gain
                (Loss)**
            
            **Deficit**
            
            **Equity****Balance,
                September 1, 2004**
            
            
            **1,394,500**
            
            **$**
            **1,395**
            
            **$**
            **5,336,626**
            
            **$**
            **--**
            
            **$**
            **14,800**
            
            **$**
            **(5,608,321**
            **)**
            **$**
            **(255,500**
            **)**Common stock issued
            
            
            3,000,000
            
            
            3,000
            
            
            297,000
            
            
            
            
            
            
            
            
            
            
            
            300,000Unrealized gain (loss) on
              marketablesecurities
            
            
            
            
            
            
            
            
            --
            
            
            
            
            
            (14,800
            )
            
            
            
            
            (14,800
            )Net
                loss
            
            
            
            
            
            
            
            
            --
            
            
            
            
            
            --
            
            
            (308,830
            )
            
            (308,830
            )**Balance,
                August 31, 2005**
            
            
            **4,394,500**
            
            **$**
            **4,395**
            
            **$**
            **5,633,626**
            
            **$**
            **--**
            
            **$**
            **--**
            
            
            **(5,917,151**
            **)**
            
            **(279,130**
            **)**Recapitalization
            
            
            19,998,707
            
            
            19,999
            
            
            (5,633,626
            )
            
            --
            
            
            354,292
            
            
            3,791,018
            
            
            (1,468,317
            )Stock subscriptions receivable
            
            
            --
            
            
            --
            
            
            --
            
            
            130,500
            
            
            
            
            
            
            
            
            130,500Common stock issued
            
            
            1,367,300
            
            
            1,367
            
            
            1,054,087
            
            
            --
            
            
            --
            
            
            --
            
            
            1,055,454Reclassification adjustment
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (139,992
            )
            
            --
            
            
            (139,992
            )Unrealized gain on
              marketablesecurities
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            134,485
            
            
            --
            
            
            134,485Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (1,608,268
            )
            
            (1,608,268
            )**Balance,
                August 31, 2006**
            
            
            **25,760,507**
            
            **$**
            **25,761**
            
            **$**
            **1,054,087**
            
            **$**
            **130,500**
            
            **$**
            **348,786**
            
            **$**
            **(3,734,401**
            **)**
            **$**
            **(2,175,267**
            **)**






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





-
            26
            -
 *Table
            of Contents*


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


STATEMENTS
      OF CASH FLOWS




**For
                the year ended**
              **August
                31, 2006**
            
            **For
                the eight months period ended**
              **A****ugust
                31, 2005****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (1,608,268
            )
            $
            (197,998
            )Adjustments
                to reconcile net loss to net cashused
                in operating activities:Depreciation
                and amortization
            
            
            20,589
            
            
            1,781Bad
                debts
            
            
            75,930
            
            
            --Revenues
                in exchange of marketable securities
            
            
            (6,129,172
            )
            
            (962,019
            )Impairment
                of marketable securities
            
            
            2,914,877
            
            
            --Loss
                (gain) on sale of marketable securities
            
            
            1,257,512
            
            
            (149,184
            )(Increase)
                decrease in current assets:Receivables
            
            
            (131,088
            )
            
            --Other
                current assets and deposits
            
            
            (12,173
            )
            
            (13,697
            )Increase
                (decrease) in current liabilities:Accounts
                payable
            
            
            201,997
            
            
            13,781Accrued
                expenses and other liabilities
            
            
            103,578
            
            
            541,495Net
                cash used in operating activities
            
            
            (3,306,218
            )
            
            (765,841
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Acquisition
                of property & equipment
            
            
            (77,819
            )
            
            (39,682
            )Cash
                received as part of acquisition
            
            
            945
            
            
            --Cash
                collected from a note receivable
            
            
            --
            
            
            103,825Cash
                received from purchase and sale of marketable securities -
                net
            
            
            743,992
            
            
            391,671Net
                cash provided by investing activities
            
            
            667,118
            
            
            455,814**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Cash
                receipts from note payable
            
            
            225,632
            
            
            --Cash
                received on issuance of shares
            
            
            2,149,204
            
            
            487,600Cash
                received for shares to be issued
            
            
            130,500
            
            
            --Net
              cash provided by
              financing activities
            
            
            2,505,336
            
            
            487,600**NET
                INCREASE (DECREASE) IN CASH & CASH
                EQUIVALENTS**
            
            
            (133,764
            )
            
            177,573**CASH
                & CASH EQUIVALENTS, BEGINNING BALANCE**
            
            
            190,594
            
            
            13,021**CASH
                & CASH EQUIVALENTS, ENDING BALANCE**
            
            $
            56,830
            
            $
            190,594








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





-
          27
          -
 *Table
          of Contents*




**FINANCIAL
      MEDIAGROUP, INC. AND
      SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**








**NOTE
      1** **NATURE
      OF BUSINESS AND BASIS OF PRESENTATION**





Digital
      WallStreet, Inc. was incorporated in Nevada on June 12, 2002 and commenced
      its
      operations during the first quarter of 2003. The company is a full service
      financial media company focused on applications that enables the retail
      investors and financial communities to collaborate directly with publicly traded
      companies. Digital WallStreet, Inc. provides internet based media and
      advertising services through its financial website “Wallst.net” and the
      company’s business newspaper “WallSt.net Digest.”





WallStreet
      Direct, Inc. (“WallStreet”), a wholly-owned subsidiary of Financial Media Group,
      Inc., was incorporated in the State of Nevada on January 5, 2005 as a financial
      holding company specializing in providing financial news, tools and content
      for
      the global investment community. On January 15, 2005, WallStreet acquired 100%
      of the assets and outstanding shares of Digital WallStreet, Inc. which was
      100%
      owned by the majority shareholder (86%) of the Company, in exchange for two
      promissory notes of $1,500,000 each, carrying interest at 6% per annum, due
      and
      payable on January 10, 2007 and January 31, 2010. As this merger is between
      entities under the common control, the issuance of the promissory notes to
      the
      majority shareholder has been recorded as a distribution to the majority
      shareholder. The merger has been accounted for on historical cost
      basis.





On
      January 6, 2006, Financial Media Group, Inc. (the “Company”) acquired 100% of
      the equity in WallStreet pursuant to an Agreement and Plan of Reorganization
      dated September 19, 2005 by and between WallStreet and the Company. Financial
      Media Group, Inc., formerly known as Giant Jr. Investments Corp. was
      incorporated in Nevada in 1984 as Southern Development Company, Inc. Pursuant
      to
      the acquisition of WallStreet, WallStreet became the wholly owned subsidiary
      of
      Financial Media Group, Inc. and Wallstreet continued as the surviving companies.
      The former shareholders of WallStreet received 19,998,707 shares or 82% of
      the
      issued and outstanding shares of the Company’s common stock in exchange for all
      the issued and outstanding shares of WallStreet.





The
      acquisition of WallStreet is accounted for as a reverse acquisition under the
      purchase method of accounting since the shareholders of WallStreet obtained
      control of the consolidated entity. Accordingly, the merger of the two companies
      has been recorded as a recapitalization of WallStreet, with WallStreet
      being treated as the continuing operating entity. The historical financial
      statements presented herein will be those of WallStreet. The continuing entity
      retained August 31 as its fiscal year end. Wallstreet changed its fiscal year
      to
      August 31, effective 2005. The comparative statements are for the transition
      eight months period ended August 31, 2005.





**NOTE
      2** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**Principles
      of Consolidation**





The
      consolidated financial statements include the accounts of the Company, its
      wholly-owned subsidiaries WallStreet Direct, Inc., Digital Wall Street, Inc.,
      Financial Filings, Inc. and My WallStreet, Inc. All significant inter-company
      accounts and transactions have been eliminated.





**Use
      of Estimates**





In
      preparation of financial statements in conformity with generally accepted
      accounting principles management is required to make estimates and assumptions
      that affect the reported amounts of assets and liabilities and the disclosure
      of
      contingent assets and liabilities at the date of the financial statements and
      revenues and expenses during the reported period. Actual results could differ
      from those estimates.





**Cash
      and Cash Equivalents**





The
      Company considers all liquid investments with a maturity of three months or
      less
      from the date of purchase that are readily convertible into cash to be cash
      equivalents.




**Marketable
      Securities**





The
      Company’s investments in securities are classified as available-for-sale and, as
      such, are carried at fair value based on quoted market prices. Securities
      classified as available-for-sale may be sold in response to changes in interest
      rates, liquidity needs, and for other purposes.





Unrealized
      holding gains and losses for available-for-sale securities are excluded from
      earnings and reported as a separate component of stockholder’s equity. Realized
      and unrealized gains and losses for securities classified as available-for-sale
      are included in the statement of operations and comprehensive gain,
      respectively. On August 31, 2006, marketable securities have been recorded
      at
      $5,631,678 based upon the fair value of the marketable securities.





-
          28
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          of Contents*


**FINANCIAL
          MEDIAGROUP, INC. AND
          SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**


**Property
      and Equipment**





Property
      and equipment are carried at cost less accumulated depreciation. Depreciation
      is
      provided using the straight-line method over the estimated useful life of the
      assets from three to five years. Expenditures for maintenance and repairs are
      charged to expense as incurred.





**Revenue
      Recognition**





The
      Company generates its revenues from awareness products and advertising
      promotions related to marketing public companies and professional investment
      concerns. This is facilitated through the Company’s financial website,
      investment conferences and printing of publications and newspaper.





All
      sources of revenue are recorded pursuant to Staff Accounting Bulletin (SAB)
      104
      Revenue Recognition, when persuasive evidence of arrangement exists, delivery
      of
      services has occurred, the fee is fixed or determinable and collectibility
      is
      reasonable assured.





Payments
      received in advance of services provided are recorded as deferred
      revenue.





**Foreign
      Currency Translation**





The
      reporting currency and functional currency of the Company is the U.S. Dollars.
      Foreign currency transactions are translated into U.S. Dollars at the rate
      of
      exchange in effect at the date of transaction. Foreign currency balances of
      monetary assets and liabilities are translated using the rate of exchange in
      effect at the balance sheet date. There was no foreign exchange transaction
      during the year ended August 31, 2006.





**Fair
      Value of Financial Instruments**





Statement
      of financial accounting standard No. 107, Disclosures about fair value of
      financial instruments, requires that the Company disclose estimated fair values
      of financial instruments. The carrying amounts reported in the statements of
      financial position for assets and liabilities qualifying, as financial
      instruments are a reasonable estimate of fair value.





**Income
      Taxes**





The
      Company accounts for income taxes under the Financial Accounting Standards
      Board
      Statement of Financial Accounting Standards No. 109 "Accounting for Income
      Taxes" ('Statement 109"). Under Statement 109, deferred tax assets and
      liabilities are recognized for the future tax consequences attributable to
      differences between the financial statement carrying amounts of existing assets
      and liabilities and their respective tax bases. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to taxable
      income in the years in which those temporary differences are expected to be
      recovered or settled. Under Statement 109, the effect on deferred tax assets
      and
      liabilities of a change in tax rates is recognized in income in the period
      that
      includes the enactment date.




**Basic
      and Diluted Net Loss Per Share**





Net
      loss
      per share is calculated in accordance with the Statement of financial accounting
      standards No. 128 (SFAS No. 128), “Earnings per share.” Basic net loss per share
      is based upon the weighted average number of common shares outstanding. Dilution
      is computed by applying the treasury stock method. Under this method, options
      and warrants are assumed to be exercised at the beginning of the period (or
      at
      the time of issuance, if later), and as if funds obtained thereby were used
      to
      purchase common stock at the average market price during the period. Weighted
      average number of shares used to compute basic and diluted loss per share is
      the
      same since the effect of dilutive securities is anti-dilutive.





**Concentration
      of Risk**





Financial
      instruments which potentially subject the Company to concentrations of credit
      risk are cash and marketable securities. The Company places its cash with
      financial institutions deemed by management to be of high credit quality. The
      amount on deposit in any one institution that exceeds federally insured limits
      is subject to credit risk. All of the Company’s investment in marketable
      securities are considered “available-for-sale” and are carried at their fair
      value, with unrealized gains and losses (net of income taxes) that are temporary
      in nature recorded in accumulated other comprehensive income (loss) in the
      accompanying balance sheets. The fair values of the Company’s investments in
      marketable sureties are determined based on market quotations.





**Reporting
      Segments**





Statement
      of financial accounting standards No. 131, Disclosures about segments of an
      enterprise and related information (SFAS No. 131), which superseded statement
      of
      financial accounting standards No. 14, Financial reporting for segments of
      a
      business enterprise, establishes standards for the way that public enterprises
      report information about operating segments in annual financial statements.
      The
      Company has determined it has only one segment.





-
          29
          -
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          of Contents*


**FINANCIAL
      MEDIAGROUP, INC. AND
      SUBSIDIARIES**


**NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**




**Stock-Based
      Compensation**





The
      Company adopted SFAS No. 123 (Revised 2004), *Share
      Based Payment* (“SFAS
      No. 123R”), under the modified-prospective transition method on January 1, 2006.
      SFAS No. 123R requires companies to measure and recognize the cost of
      employee services received in exchange for an award of equity instruments based
      on the grant-date fair value. Share-based compensation recognized under the
      modified-prospective transition method of SFAS No. 123R includes share-based
      compensation based on the grant-date fair value determined in accordance with
      the original provisions of SFAS No. 123, *Accounting
      for Stock-Based Compensation,* for
      all
      share-based payments granted prior to and not yet vested as of January 1, 2006
      and share-based compensation based on the grant-date fair-value determined
      in
      accordance with SFAS No. 123R for all share-based payments granted after
      January 1, 2006. SFAS No. 123R eliminates the ability to account for the
      award of these instruments under the intrinsic value method prescribed by
      Accounting Principles Board (“APB”) Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      allowed under the original provisions of SFAS No. 123. Prior to the adoption
      of
      SFAS No. 123R, the Company accounted for our stock option plans using the
      intrinsic value method in accordance with the provisions of APB Opinion
      No. 25 and related interpretations.




The
      Company did not issue any options during the year
      ended August 31, 2006 and the eight months period ended Auguat 31,
      2005.




**Issuance
      of Shares for Services**





The
      Company accounts for the issuance of equity instruments to acquire goods and
      services based on the fair value of the goods and services or the fair value
      of
      the equity instrument at the time of issuance, whichever is more reliably
      measurable.





**Comprehensive
      Income**





Statement
      of financial accounting standards No. 130, Reporting comprehensive income (SFAS
      No. 130), establishes standards for reporting and display of comprehensive
      income, its components and accumulated balances. Comprehensive income is defined
      to include all changes in equity, except those resulting from investments by
      owners and distributions to owners. Among other disclosures, SFAS No. 130
      requires that all items that are required to be recognized under current
      accounting standards as components of comprehensive income be reported in
      financial statements that are displayed with the same prominence as other
      financial statements.





**New
      Accounting Pronouncements**




In
        February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
        Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
        Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid
        financial instrument that contains an embedded derivative that otherwise
        would
        require bifurcation, clarifies which interest-only strips and principal-only
        strips are not subject to the requirements of SFAS No. 133, establishes a
        requirement to evaluate interest in securitized financial assets to identify
        interests that are freestanding derivatives or that are hybrid financial
        instruments that contain an embedded derivative requiring bifurcation, clarifies
        that concentrations of credit risk in the form of subordination are not embedded
        derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
        qualifying special-purpose entity from holding a derivative financial instrument
        that pertains to a beneficial interest other than another derivative financial
        instrument. This statement is effective for all financial instruments acquired
        or issued after the beginning of the Company's first fiscal year that begins
        after September 15, 2006.
 
 In
        March
        2006, FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
        Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing
        of Financial Assets and Extinguishments of Liabilities, with respect to the
        accounting for separately recognized servicing assets and servicing liabilities.
        This Statement:
 
 1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract. 
 2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if
                practicable. 
 3.
            Permits
                an entity to choose ‘Amortization method’ or ‘Fair value measurement
                method’ for each class of separately recognized servicing assets and
                servicing liabilities: 
 4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a servicer elects to subsequently
                measure at fair value. 
 5.
            Requires
                separate presentation of servicing assets and servicing liabilities
                subsequently measured at fair value in the statement of financial
                position
                and additional disclosures for all separately recognized servicing
                assets
                and servicing liabilities. 
 This
        Statement is effective as of the beginning of the Company’s first fiscal year
        that begins after September 15, 2006. The management is currently evaluating
        the
        effect of this pronouncement on financial statements.
 
 -
            30
            -
 *Table
            of Contents*
 **FINANCIAL
        MEDIAGROUP, INC. AND
        SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
   In
        September 2006, FASB issued SFAS 157 ‘Fair Value Measurements.’ This Statement
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (GAAP), and expands disclosures
        about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement does not require
        any
        new fair value measurements. However, for some entities, the application
        of this
        Statement will change current practice. This Statement is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. The management is currently
        evaluating the effect of this pronouncement on financial
        statements.
 
 In
        September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
        Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
        88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
        employer to recognize the over funded or under funded status of a defined
        benefit postretirement plan (other than a multiemployer plan) as an asset
        or
        liability in its statement of financial position and to recognize changes
        in
        that funded status in the year in which the changes occur through comprehensive
        income of a business entity or changes in unrestricted net assets of a
        not-for-profit organization. This Statement also improves financial reporting
        by
        requiring an employer to measure the funded status of a plan as of the date
        of
        its year-end statement of financial position, with limited exceptions. An
        employer with publicly traded equity securities is required to initially
        recognize the funded status of a defined benefit postretirement plan and
        to
        provide the required disclosures as of the end of the fiscal year ending
        after
        December 15, 2006. An employer without publicly traded equity securities
        is
        required to recognize the funded status of a defined benefit postretirement
        plan
        and to provide the required disclosures as of the end of the fiscal year
        ending
        after June 15, 2007. However, an employer without publicly traded equity
        securities is required to disclose the following information in the notes
        to
        financial statements for a fiscal year ending after December 15, 2006, but
        before June 16, 2007, unless it has applied the recognition provisions of
        this
        Statement in preparing those financial statements:
 
 a)
            A
                brief description of the provisions of this
                Statement b)
            The
                date that adoption is required c)
            The
                date the employer plans to adopt the recognition provisions of this
                Statement, if earlier. 
 The
        requirement to measure plan assets and benefit obligations as of the date
        of the
        employer’s fiscal year-end statement of financial position is effective for
        fiscal years ending after December 15, 2008. The management is currently
        evaluating the effect of this pronouncement on financial
        statements.




**Supplemental
      Disclosure of Cash Flows**





The
      Company prepares its statements of cash flows using the indirect method as
      defined under the Financial Accounting Standard No. 95. The Company paid $0
      for
      interest and $4,812 for income tax during the year ended August 31,
      2006.




On
      January 6, 2006, the Company acquired 100% of the
      equity in WallStreet pursuant to an Agreement and Plan of Reorganization dated
      September 19, 2005 by and between WallStreet and the Company. The former
      shareholders of WallStreet received 19,998,707 shares or 82% of the issued
      and
      outstanding shares of the Company's commons stock in exchange for all the issued
      and outstanding shares of WallStreet. In conjunction with the acquisition,
      with
      the following liabilities of the company were assumed by
      WallStreet:




Accounts
                  payable
              
              $
              121,286Accrued
                  expenses
              
              
              140,511Note
                  payable
              
              
              107,500$
              369,297




These
      liabilities have been excluded from the statement of cash flows for the year
      ended August 31, 2006.




-
          31
          -
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          of Contents*


**FINANCIAL
        MEDIAGROUP, INC. AND
        SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**


**NOTE
      3**   **MARKETABLE
      SECURITIES**





The
      Company receives securities of client companies as payment in full for services
      rendered. The numbers of shares the Company receives is based on contracts
      and
      the value is determined based on the bid price at the time of signing the
      agreement. The Company’s securities are classified as available-for-sale and, as
      such, are carried at fair value. The securities comprised of shares of common
      stock of third party customers and securities purchased. Securities classified
      as available-for-sale may be sold in response to changes in interest rates,
      liquidity needs, and for other purposes. The Company does not currently have
      any
      held-to-maturity or trading securities.





Unrealized
      holding gains and losses for available-for-sale securities are excluded from
      earnings and reported as a separate component of stockholder’s equity. Realized
      gains and losses for securities classified as available-for-sale are reported
      in
      earnings based upon the adjusted cost of the specific security
      sold.





Marketable
      securities classified as available for sale consisted of the following as of
      August 31, 2006:





Marketable
                Securities
            
            Cost
            
            Market
                Value at
              August
                31, 2006
            
            Accumulated
                Unrealized GainVarious
            
            $5,282,892
            
            $5,631,678
            
            $348,786





As
      of
      August 31, 2006, the Company evaluated its marketable securities holdings by
      valuing the securities according to the quoted price of the securities on the
      stock exchange.





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





Property
      and equipment at August 31, 2006 consisted of the following:





Office
                and computer equipment
            
            $
            117,501Less
                accumulated depreciation:
            
            
            (22,370
            )$
            95,131





Depreciation
      expense for the year ended August 31, 2006 and eight months ended August 31,
      2005 was $20,589 and $1,781, respectively.





**NOTE
      5**   **DEPOSITS**





Deposits consisted
      of a rent deposit of $29,421 on the Company’s corporate office at August 31,
      2006.





**NOTE
      6**   **DEFERRED
      REVENUES**





The
      Company receives marketable securities and cash for services to be provided
      in
      future periods. The Company recognizes revenue on a pro-rata basis over the
      term
      of the agreement .
      At
      August 31, 2006, the Company had $3,204,773 in deferred revenues.





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





Accrued
      expenses consist of the following at August 31, 2006:





Accrued
                officer’s compensation
            
            $
            109,820Accrued
                consulting fees
            
            
            664,747Accrued
                interest
            
            
            318,730Accrued
                salaries and payroll taxes
            
            
            132,686Other
            
            
            9,300$
            1,235,283





Accrued
      officer compensation is comprised of compensation payable to the Chief Executive
      Officer of the Company. The Company recorded an expense of $350,833 and $206,427
      for the year ended August 31, 2006 and for the eight months period ended August
      31, 2005 for compensation to the Chief Executive Officer of the
      Company.





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          32
          -
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          of Contents*


**FINANCIAL
        MEDIAGROUP, INC. AND
        SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**


**NOTE
      8**   **NOTES
      PAYABLE**


**Current:**Note payable, shareholder, interest at 6%, due on January 31, 2007,
                  secured by the shares
              
              $
              1,500,000Note payable, officer, interest rate at 8%, due on demand
              
              
              7,5001,507,500**Long-term:**Note payable, shareholder, interest at 6%, due on January 31, 2010,
                  secured by the shares
              
              
              1,500,000Total
                  notes payable
              
              $
              3,007,500




On
      January 15, 2005, the Company acquired 100% of the assets and outstanding shares
      of Digital WallStreet, Inc. which is 100% owned by the majority shareholder
      (86%) of the Company in exchange for two $1,500,000 promissory notes, carrying
      interest at 6% per annum, notes are due and payable on January 31, 2007 and
      January 31, 2010. As this merger is between entities under the common control,
      the issuance of the two $1,500,000 promissory notes to the majority shareholder
      has been recorded as a distribution to the majority shareholder.





Should
      the total annual billings made by Digital WallStreet, Inc., for the calendar
      years ending December 31, 2005 or December 31, 2006 equals or exceeds
      $2,000,000, the full principal balance of the second $1,500,000 note will be
      due
      on or before January 31, 2010. If the annual billing is less than the sum of
      $2,000,000, the principal balance of the second note shall be reduced by the
      difference between $2,000,000 and the actual annual billings
      achieved.





The
      Company recorded $179,854 as interest expense on the above notes to the
      shareholder for the year ended August 31, 2006 and $120,419 as interest expense
      for the eight month period ended August 31, 2005.





**NOTE
      9**   **COMMITMENTS**





**Operating
      Lease**





The
      Company leases its corporate office facilities from a third party under an
      operating lease that terminates on February 28, 2010. Monthly rental expense
      under the lease increases from $9,338 per month to $27,692 per month during
      the
      term of the lease. Rent expense under the operating lease for the year ended
      August 31, 2006 was $216,344 and $58,239 for the eight months ended August
      31,
      2005. The Company has future minimum lease obligations as follows:





Year
                ending August 31,
            
            Amount2007
            
            $
            297,5002008
            
            
            297,5002009
            
            
            297,5002010
            
            
            148,750$
            1,041,250





**Employment
      Agreement**





On
      July
      19, 2003, the Company entered into an employment agreement with its Chief
      Executive Officer to provide salary, bonuses and other fringe benefits through
      December 31, 2006. Such expenses are included in general and administrative
      expenses in the accompanying statement of operations. The Company recorded
      $350,833 and $206,427 in salary and other fringe benefits for the year ended
      August 31, 2006 and for the eight months ended August 31, 2005.





**Contingencies**





From
      time
      to time, the Company may be involved in various claims, lawsuits, and disputes
      with third parties, actions involving allegations of discrimination or breach
      of
      contract actions incidental to the normal operations of the business. Other
      than
      as disclosed herein, the Company is not currently involved in any litigation
      which it believes could have a material adverse effect on its financial position
      or results of operations.





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          33
          -
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          of Contents*


**FINANCIAL
        MEDIAGROUP, INC. AND
        SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**




**NOTE
      10**  **INCOME
      TAXES**





Income
      tax expense (benefit) for the year ended August 31, 2006 and eight months ended
      August 31, 2005 is summarized as follows:




2006
              
              2005Current:Federal
              
              $
              1,741
              
              $
              2,107State
              
              
              3,071
              
              
              1,600Deferred taxes
              
              
              --
              
              
              --Income
                  tax expense (benefit)
              
              $
              4,812
              
              $
              3,707




The
      following is a reconciliation of the provision for income taxes at the U.S.
      federal income tax rate to the income taxes reflected in the Consolidated
      Statements of Operations:




August
                  31, 2006
              
              August
                  31, 2005Tax
                  expense (credit) at statutory rate-federal
              
              
              (34%)
              
              
              (34%)State
                  tax expense net of federal tax
              
              
              (6%)
              
              
              (6%)Valuation
                  allowance
              
              
              40%
              
              
              40%Tax
                  expense at actual rate
              
              
              --
              
              
              --




The
      tax
      effects of temporary differences that gave rise to significant portions of
      deferred tax assets and liabilities at August 31, 2006 are as
      follows:





Deferred
                tax assets:Net
                operating loss carry forward
            
            $
            1,995,917Total
                gross deferred tax assets
            
            
            1,995,917Less
                valuation allowance
            
            
            (1,995,917
            )Net
                deferred tax assets
            
            $
            --





At
      August
      31, 2006, the Company had net operating loss carry forwards of $4,903,702 for
      U.S. federal income tax purposes available to offset future taxable income
      expiring on various dates through 2018. The Company has recorded a 100%
      valuation allowance on the deferred tax assets due to the uncertainty of its
      realization.





**NOTE
      11**  **EQUITY
      TRANSACTIONS**





**Common
      Stock**





On
      June
      1, 2005, the WallStreet commenced a private equity offering to accredited
      investors which closed on December 22, 2005. WallStreet sold 6,325,000 units
      at
      $0.25 per unit, for an aggregate of $1,581,250 in net proceeds. Each unit is
      priced at $0.25 and consists of one (1) share of restricted common stock and one
      redeemable Class A Warrant and one redeemable Class B Warrant of WallStreet.
      Each Class A Warrant entitled the registered holder to purchase, at any time
      until the first anniversary of the date of the offering memorandum, one share
      of
      Common Stock at an exercise price of $0.50, subject to adjustment. Each Class
      B
      Warrant entitled the registered holder to purchase, at any time until the second
      anniversary of the date of the offering memorandum, one share of Common Stock
      at
      an exercise price of $0.75, subject to adjustment. The Class A Warrants and
      the
      Class B Warrants are redeemable by WallStreet, at a redemption price of $0.05
      per Warrant, upon at least 30 days’ prior written notice, commencing six months
      after the date of the offering memorandum. If the average of the closing bid
      price of the Common Stock, shall exceed $1.00 per share for the Class A Warrants
      and $2.68 per share for the Class B Warrants (subject to adjustment) for 20
      consecutive business days ending within 3 days of the date on which notice
      of
      redemption is given. WallStreet issued 6,325,000 Class A and Class B warrants to investors at the
      exercise prices of $0.50 and $0.75 respectively, with the fair value of the
      warrants of $0 calculated using the Black Scholes option pricing model using
      the
      assumptions of risk free interest rate of 3.4%, volatility of 0%, and dividend
      yield of 0%. These securities were issued pursuant to Rule 506 of Regulation
      D.





On
      January 6, 2006, WallStreet merged into and with Financial Media Group, Inc.,
      pursuant to an Agreement and Plan of Reorganization dated September 19, 2005
      by
      and between WallStreet and Financial Media Group, Inc. Pursuant to the merger
      transaction, the separate existence of WallStreet ceased and Financial Media
      Group, Inc. continued as the surviving corporation. The former shareholders
      of
      WallStreet received 19,998,707 shares or 82% of the issued and outstanding
      shares of the Company’s common stock in exchange for all the issued and
      outstanding shares of WallStreet.





-
          34
          -
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          of Contents*


**FINANCIAL
        MEDIAGROUP, INC. AND
        SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**




Through
      a
      private placement on January 25, 2006 and after the merger, the Company sold
      11
      units consisting of 165,000 common shares to ten accredited investors for cash
      consideration of $165,000.00. Each unit sold consists of one common share,
      a
      redeemable Class C Warrant (the “Class C Warrant”) a redeemable Class D Warrant
      (the “Class D Warrant”), and a redeemable Class E Warrant (the “Class E
      Warrant”) of Financial Media Group, Inc. Each Class C Warrant entitles the
      registered holder thereof to purchase, at any time until the first anniversary
      of the date of the purchase, 15,000 shares of Common Stock at an exercise price
      of $1.50 per share, subject to adjustment. Each Class D Warrant entitles the
      registered holder thereof to purchase, at any time until the second anniversary
      of the date of the purchase, 15,000 shares of Common Stock at an exercise price
      of $2.25 per share, subject to adjustment. Each Class E Warrant entitles the
      registered holder thereof to purchase, at any time until the third anniversary
      of the date of the purchase, 15,000 shares of Common Stock at an exercise price
      of $3.75 per share, subject to adjustment. The Class C Warrants, the Class
      D
      Warrants and the Class E Warrants (collectively, the “Warrants”) are redeemable
      by the Company, at a redemption price of $0.05 per share, upon at least 30
      days
      prior written notice. Commencing 12 months from the date of the private
      placement or upon an effective Registration Statement, whichever is earlier,
      at
      the price of $0.05 per Warrant, upon not less than 30 days notice to the holders
      of the Warrants called for redemption, provided that the average closing bid
      price of the Common Stock exceeds $2.50 for Class C Warrants, $4.50 for the
      Class D Warrants and $7.50 for the Class E Warrants for 20 trading days. The
      holders of the Warrants called for redemption shall have exercise rights until
      the close of business on the date fixed for redemption. Class C Warrants expire
      on January 25, 2007, Class D Warrants expire on January 25, 2008 and Class
      E
      Warrants expire on January 25, 2009, respectively.





As
      of
      August 31, 2006, the Company received $935,453 in cash consideration for
      exercise of 1,247,270 Class A Warrants pursuant to the private placement of
      May
      2005. The remaining unexercised 1,483,232 Class A Warrants expired on June
      1,
      2006. No other classes of warrant holders exercised their warrants during the
      year ended August 31, 2006.





**NOTE
      12**  **GOING
      CONCERN**





The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles, which contemplate continuation of
      the
      Company as a going concern. This basis of accounting contemplates the recovery
      of the Company's assets and the satisfaction of its liabilities in the normal
      course of business. The Company had accumulated deficit of $3,734,401 as of
      August 31, 2006 and has incurred net loss of $1,608,268 for the year ended
      August 31, 2006. In view of the matters described in the preceding
      paragraph, recoverability of a major portion of the recorded asset amounts
      shown
      in the accompanying balance sheet is dependent upon continued operations of
      the
      Company, which in turn is dependent upon the Company's ability to raise
      additional capital, obtain financing and to succeed in its future operations.
      The financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts or amounts and
      classification of liabilities that might be necessary should the Company be
      unable to continue as a going concern.





Management
      has taken the following steps to revise its operating and financial
      requirements, which it believes are sufficient to provide the Company with
      the
      ability to continue as a going concern. Management devoted considerable effort
      during the period ended August 31, 2006, towards (i) obtaining additional equity
      financing and (ii) evaluation of its distribution and marketing methods.





**NOTE
      13**  **SUBSEQUENT
      EVENTS**





Through
      a
      private placement memorandum on September 1, 2006, the Company agreed to sell
      335 units at $15,000 per unit, each unit consisting of 10,000 shares of common
      stock, one Class A1 Warrant and one Class A2 Warrant, respectively. Class A1
      Warrants expire 12 months from the date of the private placement and Class
      A2
      Warrants expire 24 months from the date of the private placement. Each Class
      A1
      Warrant entitles the holder to purchase 5,000 shares of Common Stock for $2.50
      per share. The warrants expire on August 31, 2007. These warrants may be
      redeemable by the Company at any time commencing August 31, 2007 or upon an
      effective Registration Statement, whichever is earlier, at a price of $.05
      per
      Warrant, upon not less than 30 days' notice to the holders of the Warrants
      called for redemption, provided that the average closing bid price of the Common
      Stock exceeds $3.50 for 20 trading days. The exercise prices and the number
      of
      shares issuable upon the exercise of the Warrants are subject to adjustment
      in
      certain circumstances. Each Class A1 Warrant entitles the holder to purchase
      5,000 shares of Common Stock for $3.50 per share. The warrants expire on August
      31, 2008. These warrants may be redeemable by the Company at any time commencing
      August 31, 2007 or upon an effective Registration Statement, whichever is
      earlier, at a price of $.05 per Warrant, upon not less than 30 days' notice
      to
      the holders of the Warrants called for redemption, provided that the average
      closing bid price of the Common Stock exceeds $4.50 for 20 trading days. The
      exercise prices and the number of shares issuable upon the exercise of the
      Warrants are subject to adjustment in certain circumstances.





As
      of
      November 28, 2006, the Company received a cash consideration of $624,000 for
      sale of 431,000 shares of common stock under the September 1, 2006 private
      placement. The Company has issued 241,000 shares of common stock to the
      accredited investors and 190,000 shares remained to be issued as of
      date.


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