UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended December 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from _____ to _____

Commission file number 0-28377

FINANCIALCONTENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		94-3319536
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

111 West Topa Topa Street, Ojai, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Issuer's telephone number (805) 640-6468

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check, mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer” and smaller reporting company” in Rule 12-b of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 10,482,610

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FinancialContent, Inc.

Consolidated Financial Statements

December 31, 2008

FinancialContent, Inc.

Consolidated Financial Statements

December 31, 2008

C O N T E N T S

Consolidated Balance Sheets	1

Consolidated Statements of Operations and Comprehensive Loss	2

Consolidated Statements of Cash Flows	3 – 4

Notes to Consolidated Financial Statements	5 – 21

FinancialContent, Inc.

Consolidated Balance Sheets (continued)

As of December 31, 2008 and June 30, 2008

ASSETS	December 31, 2008			June 30, 2008
Current Assets:	(unaudited)			(audited)

Total Assets	$	-		$	-


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	204,909		$	233,307
Management fees due to related party		27,327			27,327
Accrued interest		1,500			-
Warrant liability		6,668			46,668
Liabilities of discontinued operations		117,509			117,509
Advances from shareholder		39,848			-
Dividend payable		63,389			63,389

Total Current Liabilities		461,150			488,200

Long-Term Liabilities
Notes Payable		50,000			50,000

Total Liabilities		511,150			538,200

Stockholders' Equity:
Preferred stock, $0.001 par value; 200,000,000 shares authorized
Preferred stock Series A, $0.001 par value; 2,239,910shares issued and outstanding		2,240			2,240
Preferred stock Series B, $0.001 par value; 600,000 shares issued and outstanding		600			600
Preferred stock Series C, $0.001 par value; 1,134,668 shares issued and outstanding, respectively		1,135			1,135
Preferred stock Series D, $0.001 par value; 4,000,000 shares issued and outstanding		4,000			4,000
Common stock, $0.001 par value; 900,000,000 shares authorized; 10,482,610 and 10,982,610 issued and outstanding, respectively		10,482			10,482
Additional paid-in-capital		23,078,198			23,078,198
Accumulated deficit		(23,607,805	)		(23,634,855	)
Total Stockholders' Equity		(511,150	)		(538,200	)
Total Liabilities and Stockholders' Equity	$	-		$	-

See accompanying notes to financial statements.

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FinancialContent, Inc.

Consolidated Statements of Operations and Comprehensive Loss

For the Three and Six Months Ended December 31, 2008 and 2007

	Three Months Ended December 31,						Six Months Ended December 31,
	2008			2007			2008			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues:	$	-		$	-		$	-		$	-
Operating Expenses:
General and administrative		11,450			(126,507	)		11,450			124,916
Total Operating Expenses		11,450			(126,507	)		11,450			124,916

Loss from Operations		(11,450	)		126,507			(11,450	)		(124,916	)

Other Income (Expense):
Amortization of deferred financing costs		-			(28,200	)		-			(56,402	)
Gain/(loss) on change in warrant liability		6,664			168,491			40,000			356,491
Gain/(loss) on change in derivative liability		-			53,332			-			620,376
Gain/(loss) on investment		-			(6,612	)		-			(6,612	)
Gain/(loss) on extinguishment of debt		-			(225,000	)		-			(225,000	)
Amortization of note discount		-			(180,521	)		-			(361,042	)
Interest expense		(750	)		(20,475	)		(1,500	)		(40,950	)

Total Other Income(Expense)		5,914			(238,985	)		38,500			286,861

Net Income before Taxes		(5,536	)		(112,478	)		27,050			161,945

Provision for income tax		-			(600	)		-			(1,200	)

Net Income/(Loss) From Continuing Operations		(5,536	)		(113,078	)		27,050			160,745

Net loss from discontinued operations (FinancialContent Services)		-			(152,458	)		-			(244,976	)
Net income from discontinued operations (StreetIQ)		-			24,116			-			43,594

Income/(Loss) From Discontinued Operations		-			(128,342	)		-			(201,382	)

Net Income		(5,536	)		(241,420	)		27,050			(40,637	)


Net income/(loss) per share from continuing operations (basic and diluted)	$	0.00		$	(0.01	)	$	0.00		$	0.01
Net income/(loss) per share from discontinued operations (basic and diluted)		0.00			(0.01	)		0.00			(0.01	)
Total income per share (basic)	$	0.00		$	(0.02	)	$	0.00		$	0.00

Shares used in per share calculation (basic and diluted)		10,982,610			10,982,610			10,982,610			10,982,610

See accompanying notes to financial statements.

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FinancialContent, Inc.

Consolidated Statements of Cash Flows

For the Six Months Ended December 31, 2008 and 2007

	2008			2007
Operating Activities:	(unaudited)			(unaudited)
Net loss	$	27,050		$	(40,637	)

Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depreciation		-			92
Amortization of financing costs		-			56,402
Amortization of note discount		-			361,042
Expense recognized in connection with subscription receivable		-			100,700
Expense recognized for employee stock option plan		-			1,400
Extinguishment of debt		-			225,000
Change in valuation of warrant liability		(40,000	)		(354,836	)
Change in valuation of derivative liability		-			(620,376	)

Changes in operating assets and liabilities:
(Increase) decrease in other receivable		-			(37,500	)
(Increase) decrease in net assets of discontinued operations (FCON Services)		-			273,682
(Increase) decrease in net assets of discontinued operations (StreetIQ)		-			(40,405	)
Increase (decrease) in income tax payable		-			(600	)
Increase (decrease) in accounts payable		(28,398	)		(15,609	)
Increase (decrease) in accrued interest		1,500			-

Net cash provided by (used in) operating activities		(39,848	)		(91,645	)

Investing activities:
Purchase of property and equipment		-			-

Net cash used in investing activities		-			-

(continued)

See accompanying notes to financial statements.

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FinancialContent, Inc.

Consolidated Statements of Cash Flows (continued)

For the Six Months Ended December 31, 2008 and 2007

	2008		2007
Financing activities:	(unaudited)		(unaudited)
Proceeds from advances from officers		39,848		139,863
Payments on advances from officers		-		(49,873	)

Net cash (used) provided by financing activities		39,848		89,990

Increase (Decrease) in cash and cash equivalents		-		(1,655	)

Cash and cash equivalents, beginning of period		-		1,655

Cash and cash equivalents, end of period	$	-	$	-


Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	-	$	40,950
Taxes	$	-	$	-

See accompanying notes to financial statements.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1.	Summary of Significant Accounting Policies

A.	General Description of Business

FinancialContent, Inc., (“FinancialContent” or the “Company”), a Delaware corporation, previously offered financial-related services through the World Wide Web through its wholly-owned subsidiary, FinancialContent Services, Inc. (“FCS”). Through FCS, the Company focused on providing financial content, such as stock quotes and Dow Jones Industrial average data, to various web sites.

The Company also developed and marketed a consumer website at www.StreetIQ.com operated under its wholly-owned subsidiary StreetIQ.com, Inc. (“StreetIQ”). Through StreetIQ, the Company offered a range of rich media content produced by both large media companies and independent podcasters, including the latest business news, stock talk, CEO interviews and earnings calls. StreetIQ.com also highlighted industry events and trade shows.

On May 9, 2008, the Company agreed to transfer all of the issued and outstanding shares of FCS to a related party in consideration of the full release of the of the secured debt held by Jade Special Strategy, LLC, in the amount of $1,165,000 (the “Debt”), and of FCS assuming the full amount of the Debt. An Information Statement was furnished in accordance with the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended, by the Company in connection with the transfer of FCS. The proxy was mailed on July 3, 2008, and the transaction for the sale of FCS officially closed on July 24, 2008. For accounting purposes, we have concluded that the transfer of FCS occurred on June 30, 2008. Concurrently with the transfer of the shares of FCS, the Company discontinued all of its operations under StreetIQ.com, Inc. FCS was the main operating subsidiary of FinancialContent and the only other business or operating subsidiary of the Company was StreetIQ. Accordingly, FCON is now a “shell” corporation actively searching for an operating entity to acquire.

The historical financial statements presented herein are those of the Company, as adjusted to give effect to the transfer of the operating assets and liabilities of FCS. The accumulated deficit was not transferred by the sale and is reflected in the financial statements presented herein. The operating disclosures in these notes are included to describe the operations of the Company during 2007. The Company had no such operations during the six months ended December 31, 2008.

B.	Basis of Presentation and Organization

These unaudited consolidated financial statements represent the financial activity of FinancialContent, Inc., a publicly traded company quoted on the NASDAQ Over the Counter Bulletin Board (“OTCBB”). The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements include the accounts of the Company and its former majority-owned subsidiaries. All intercompany transactions have been eliminated. The Company’s fiscal year ends on June 30 each year.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1.	Summary of Significant Accounting Policies (continued)

C.	Cash and Cash Equivalents, Short and Long-Term Investments

For purposes of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Investments with original maturities not greater than three months and current maturities less than twelve months from the balance sheet date are considered short-term investments, and those with maturities greater than twelve months from the balance sheet date are considered long-term investments.

D.	Income Taxes

The Company accounts for its income taxes using the Financial Accounting Standards Board Statements of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year.

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. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards. A valuation allowance is established to reduce that deferred tax asset if it is “more likely than not” that the related tax benefits will not be realized.

E.	Revenue Recognition

The Company’s primary source of revenues was through providing access to financial data (e.g., stock quotes) to other Internet properties on a monthly or other periodic subscription basis and customization charges that the Company recognized upon collection. Fees received were amortized over the term of the service contract on a straight line basis. Fees received prior to the delivery of service were recorded as deferred revenue, which the Company then recorded as revenue when the content was delivered to the customer.

The Company also earned advertising revenue from its online podcast directory. Advanced fees were amortized over the term of the insertion order on a straight line basis, which the Company recorded as revenue at the end of the term of the insertion order. Fees based on ad impressions were recorded as revenue upon receipt.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1.	Summary of Significant Accounting Policies (continued)

E.	Revenue Recognition (continued)

The Company also earned revenue from the development and management of websites for third parties. Fees were recorded based upon completion of services as contractually agreed.

The Company had revenues of $0 for the six months ended Decmber 31, 2008 as a result of the transfer of FCS and the discontinuing operations under StreetIQ.

F.	Use of Estimates

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

Management makes estimates that affect reserves for impairment loss, discontinued operations, deferred income tax assets and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined.

G.	Earnings per Share

The Company follows SFAS No. 128, “Earnings per Share,” which establishes standards for computing and presenting earnings per share (“EPS”) and applies to entities with publicly held common stock or potential common stock.

Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities when the effect would be dilutive. Shares issued during the period and shares repurchased by the Company are weighted for the portion of the period that they were outstanding for both basic and diluted EPS calculations.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1.	Summary of Significant Accounting Policies (continued)

G.	Earnings per Share (continued)

The difference between Basic and Diluted EPS would be due to the effect of dilutive stock options and warrants. However, the Company had no dilutive securities in the three and six months ended December 31, 2008 and 2007, due to the average market price of the stock share price during the three- and six-months period ended December 31, 2008 and 2007 of $0.01 and $0.28, and $0.02 and $0.31 respectively, being less than the following options and warrants:

Convertible Note Warrant A:	$0.75 per share
Convertible Note Warrant B:	$0.75 per share

H.	Comprehensive Income (Loss)

The Company adopted SFAS No. 130, “Reporting Comprehensive Income.” SFAS No. 130 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income consists of net income and unrealized gains (losses) on available-for-sale marketable securities, and is presented in the consolidated statements of shareholders’ equity and comprehensive income. The Statement requires only additional disclosures in the consolidated financial statements and does not affect the Company’s financial position or results of operations.

I.	Fair Value of Financial Instruments

The carrying value of certain of the financial instruments, including accounts receivable, other current assets, accounts payable and accrued expenses, approximate fair value due to their short maturities. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of notes payable approximate fair value.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1.	Summary of Significant Accounting Policies (continued)

J.	Reclassifications

Certain amounts in the 2007 financial statements have been reclassified to conform to the 2008 presentations. These reclassifications had no effect on previously reported results of operations or retained earnings.

K.	Stock-Based Compensation

The FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.” This statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. On July 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS 123R”) that requires companies to expense the value of employee stock purchase plans, stock option grants and similar awards. The Company adopted SFAS 123R under the modified prospective method, which requires the application of SFAS 123R in fiscal 2007 to new awards and to awards modified, repurchased or cancelled after the effective date. Additionally, compensation cost for the portion of outstanding awards for which service has not been rendered (such as unvested options) that were outstanding as of July 1, 2006, shall be recognized as the remaining services are rendered.

L.	Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective on the Company beginning July 1, 2008. The Company is currently assessing the potential impact that the adoption of SFAS No. 157 will have on its financial statements.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1.	Summary of Significant Accounting Policies (continued)

L.	Recent Accounting Pronouncements (continued)

In September 2006, the FASB issued SFAS No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106 and 132(R), which applies to all plan sponsors who offer defined benefit postretirement plans. SFAS No. 158 requires recognition of the funded status of a defined benefit postretirement plan in the statement of financial position and expanded disclosures in the notes to financial statements. The Company adopted this provision for the year ended December 31, 2006 and the adoption did not have a material impact on its consolidated financial position. In addition, SFAS No. 158 requires measurement of plan assets and benefit obligations as of the date of the plan sponsor’s fiscal year end. The Company is required to adopt the measurement provision of SFAS No. 158 for its fiscal year ending after December 31, 2008. The Company is in the process of evaluating the impact of the measurement provision of SFAS No. 158 on its 2008 consolidated financial position, operations and cash flows. The Company is currently assessing the potential impact that the adoption of SFAS 158 will have on its financial statements; however, the impact is not expected to be material.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 expands the use of fair value accounting but does not affect existing standards, which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. Other eligible items include firm commitments for financial instruments that otherwise would not be recognized at inception and non-cash warranty obligations where a warrantor is permitted to pay a third party to provide the warranty goods or services. If the use of fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred, e.g., debt issue costs. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value.

At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007 and is required to be adopted by the Company in the first quarter of fiscal 2009. The Company is currently is determining whether fair value accounting is appropriate for any of its eligible items and cannot estimate the impact, if any, which SFAS 159 will have on its consolidated results of operations and financial condition.

In December 2007, the FASB issued FAS No. 160, “Accounting for Noncontrolling Interests.” FAS No. 160 clarifies the classification of noncontrolling interests in consolidated statements of financial position and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests. Under the standard, noncontrolling interests are considered equity and should be reported as an element of consolidated equity, and net income will encompass the total income of all consolidated subsidiaries and there will be separate disclosure on the face of the income statement of the attribution of that income between the controlling and noncontrolling interests. FAS No. 160 is effective prospectively for fiscal years beginning after December 15, 2008, and is not expected to have a significant impact on the Company’s results of operations, financial condition or liquidity.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1.	Summary of Significant Accounting Policies (continued)

L.	Recent Accounting Pronouncements (continued)

In June 2007, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF 06-11 provides for the recognition and classification of deferred taxes associated with dividends or dividend equivalents on non-vested equity shares or non-vested equity share units (including restricted stock units (RSUs)) that are paid to employees and charged to retained earnings. This issue is effective for annual periods beginning after September 15, 2007. Also in June 2007, the EITF ratified EITF Issue No. 07-3, “Accounting for Advance Payments for Goods or Services to Be Used in Future Research and Development Activities.” EITF 07-3 provides that nonrefundable advance payments made for goods or services to be used in future research and development activities should be deferred and capitalized until such time as the related goods or services are delivered or are performed, at which point the amounts would be recognized as an expense. This issue is effective for fiscal years beginning after December 15, 2007. The Company anticipates that these Issues will have no material impact on its financial position and results of operations.

In December 2007, the FASB issued FAS No. 141 (revised 2007), “Business Combinations” (“FAS 141(R)”) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. FAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. FAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the potential impact, if any, of the adoption of FAS 141(R) on its consolidated financial statements

In March 2008, the FASB issued FAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” , (“FAS 161’) which is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and is applicable to the Company beginning in the first quarter of 2009. The Company is currently evaluating the impact of FAS 161 on its consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 142-3, “Determination of the Useful Life of Intangible Assets,” (“FSP No. 142-3”). The intent of this FSP is to improve consistency between the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), and the period of expected cash flows used to measure the fair value of the intangible asset under SFAS No. 141R. FSP No. 142-3 will require that the determination of the useful life of intangible assets acquired after the effective date of this FSP shall include assumptions regarding renewal or extension, regardless of whether such arrangements have explicit renewal or extension provisions, based on an entity’s historical experience in renewing or extending such arrangements. In addition, FSP No. 142-3 requires expanded disclosures regarding intangible assets existing as of each reporting period. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Early adoption is prohibited. The Company is currently evaluating the impact that FSP No. 142-3 will have on its financial statements.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

1.	Summary of Significant Accounting Policies (continued)

L.	Recent Accounting Pronouncements (continued)

In May 2008, the FASB issued Financial Accounting Standard (FAS) No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The statement is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in conformance with generally accepted accounting principles. Unlike Statement on Auditing Standards (SAS) No. 69, “The Meaning of Present in Conformity With GAAP,” FAS No. 162 is directed to the entity rather than the auditor. The statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with GAAP,” and is not expected to have any impact on the Company’s results of operations, financial condition or liquidity.

In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Emerging Issues Task Force (EITF) No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” Under the FSP, unvested share-based payment awards that contain rights to receive non-forfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. The FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company’s results of operations, financial condition or liquidity.

Other recent accounting pronouncements issued by the FASB (including its EITF), the American Institute of Certified Public Accountants (“AICPA”), and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

2.	Sale of Wholly-Owned Operating Subsidiary, FinancialContent Services, Inc.

On or about May 9, 2008, the Company agreed to transfer all of the issued and outstanding shares of its wholly owned subsidiary, FCS, to a related party in consideration of the full release of the secured debt held by Jade Special Strategy, LLC (“Jade”), in the amount of $1,165,000 (the “Debt”) which obligation the Company defaulted upon on March 23, 2008. FCS was the main operating subsidiary of the Company and thereafter had no current business or other operating subsidiaries. Concurrently with the sale of FCS, the Company also discontinued operation under StreetIQ. Accordingly, the Company is now a “shell” corporation and is searching for a new company with operations to acquire.

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FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

2.	Sale of Wholly-Owned Operating Subsidiary, FinancialContent Services, Inc.

The transfer was made in accordance with the terms of the Stock Purchase Agreement dated as of May 9, 2008, between the Company, FCS, Jade, and Wing Yu. Below is a summary of the terms of the Stock Purchase Agreement:

Purchaser. Wing Yu, Chief Executive Officer and Director of the Company;

Transfer. The Company transferred all of the outstanding and issued shares of its wholly owned subsidiary, FCS, to Purchaser;

Liabilities Assumed. FCS has assumed the outstanding and existing Debt owed by the Company to Jade, and Jade has released the Company from the Debt and recorded a UCC-3 financing statement terminating the security interest on the Company’s assets;

Liabilities Not Assumed. The Company’s unsecured debt was not assumed by FCS which amount was approximately $538,200;

Forbearance Regarding Foreclosure. In consideration of Jade forbearing on its rights to foreclose on the Company’s assets, the Company issued Jade a promissory note in the amount of $50,000 at an interest rate at 6% compounded annually that shall mature in two years from date of issuance. In addition, the warrants issued by the Company to Jade in connection with the Debt will remain in effect with a reduced exercise price reset to $0.75; and

Divestiture of Ownership. Wing Yu surrendered 500,000 shares of FCON common stock.

3.	Equity Transactions

A.	Issuance of Common Stock

Transactions during the six months ended December 31, 2008

None

Transactions during the six months ended December 31, 2007

In August 2007, the Company contractually agreed to issue 100,000 shares of its common stock registered under Form S-8 in exchange for consulting services valued at $40,000, which agreement was subsequently cancelled on December 31, 2007. The stock was never issued.

Warrants

As of December 31, 2008, the Company has an outstanding warrant that expires on February 13, 2011, that is convertible into 116,667 shares of common stock at an exercise price of $0.75 per share.

As of December 31, 2008, the Company has an outstanding warrant that expires on March 31, 2011, that is convertible into 116,667 shares of common stock at an exercise price of $0.75 per share.

- 13 -

FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

3.	Equity Transactions (continued)

B.	Warrants (continued)

As of December 31, 2008, the Company has an outstanding warrant that expires on March 31, 2011, that is convertible into 116,667 shares of common stock at an exercise price of $0.75 per shares.

As of December 31, 2008, the Company has an outstanding warrant that expires on June 9, 2011, that is convertible into 100,000 shares of common stock at an exercise price of $0.75 per shares.

4.	Convertible Notes Payable

On February 13, 2006, the Company completed a private placement of a secured convertible debenture and warrants to an institutional investor, generating total gross proceeds of $1 million. The proceeds were received by the Company from the sale of three notes issued on the following dates and in the following amounts; $350,000 on February 13, 2006, $350,000 on March 31, 2006, and $300,000 on June 9, 2006 and after the Company’s registration statement on Form SB2 being declared effective on April 26, 2006. Each convertible debenture matures and is payable in full within two years of the date of issuance. The debenture is secured by all of the Company’s assets. The convertible debenture is convertible into the Company’s common stock at $0.75 per share, subject to certain reset provisions. The conversion price is reset if the 10-day average closing bid price of the Company’s stock is less than $0.75 per share within the 30 day period immediately following the registration statement being declared effective. The holder may reset the conversion price to 25% below such average price and again every four months thereafter should the price fall below $0.75 per share. The debenture, which bears an interest rate of 9%, matures two years from date of issuance. The warrants issuable under the agreement are equal to twenty-five percent of the number of shares into which the entire principal amount of the debenture is convertible at an exercise price of $1.00 per share plus twenty-five percent of the number of shares into which the debenture is convertible at an exercise price of $1.25 per share. Said warrants have a five (5) year term, the shares issuable thereunder are registrable, and have cashless exercise rights, which expire upon said registration statement being declared effective.

On August 20, 2007, the Company and the holder of the Convertible Note Payable, Jade Special Strategy, LLC (“Jade”) executed Amendment No. 1 to the Senior Secured Convertible Promissory Note due February 13, 2008, Amendment No. 1 to the Senior Secured Convertible Promissory Note due March 31, 2008, and Amendment No. 1 to the Senior Secured Convertible Promissory Note due June 9, 2008 (collectively the “Notes”), under the terms of which Jade agreed to forego its rights to adjust the conversion price of the Notes and to forego any redemption fees and in exchange the Company agreed to accelerate the maturity date of the Notes from two years from date of issuance to December 31, 2007.

- 14 -

FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

4. Convertible Note Payable (continued)

Thereafter, on December 31, 2007, the Company amended the Notes, which were due to mature on December 31, 2007, due to cash flow problems experienced by the Company. Jade agreed to amend the notes to a new maturity date, February 29, 2008. In consideration, the Company agreed to increase the amount due on each of the Notes by $75,000 and to pay a penalty on each of the Notes to be determined at a future date. The interest rate on the Notes was not changed. The Company evaluated the modification of the note pursuant to EITF Issue Nos. 96-19, 02-04, and 06-06. The evaluation of the modification revealed that the modified terms represented a difference greater than 10%, thus the Company followed debt extinguishment accounting. This modification resulted in the recording a loss on extinguishment of debt of $225,000.

On February 26, 2008, the Company again modified the terms of the Notes payable to Jade. Jade agreed to extend the due date to March 15, 2008, and waive the penalty, and in consideration the Company agreed to increase the amount due on each of the Notes by $10,000. The total amount due on the notes on the new maturity date was $1,165,000.

The Company subsequently defaulted on the notes, and thereafter began negotiating with Jade to transfer the shares of its wholly owned subsidiary, FCS, to a related party in exchange for the full release of $1,165,000 of debt secured by the assets of the Company. A definitive agreement for the transfer of the shares and release of the debt was executed by the parties on May 9, 2008. Under the terms of the agreement, a related third party acquired all of the outstanding and issued shares of the Company’s wholly owned subsidiary, FCS. FCS assumed the outstanding and existing Debt owed by the Company to Jade, and Jade released the Company from the Debt and recorded UCC-3 financing statement terminating the security interest on the Company’s assets. In consideration of Jade forbearing on its rights to foreclose on the Company’s assets, the Company issued Jade a promissory note in the amount of $50,000 at an interest rate at 6% compounded annually that shall mature in two years from date of issuance. In addition, the warrants issued by the Company to Jade in connection with the Debt remained in effect with a reduced exercise price reset to $0.75. No additional expense was recorded in relation to this repricing.

In connection with the original financing of the Debt, the Company incurred finder’s fee and legal costs. The issuance costs related to the convertible debenture as of June 30, 2006 totaled $82,000 in cash, and were capitalized and amortized over the life of the debt.

The Company calculated the value of the Warrants related to the proceeds received from the three traunches under the Black-Scholes option-pricing method using the following assumptions:

Warrant	Volatility			Discount Rate			Dividend Yield		Expected Life		Value		Exercise Price
Traunch 1, February 21, 2006
Warrant A		340.51	%		4.88	%		0		2.14	$	1,167	$	0.75
Warrant B		340.51	%		4.88	%		0		2.14	$	1,167	$	0.75

Traunch 2, April 11, 2006
Warrant A		340.68	%		4.90	%		0		2.27	$	1,167	$	0.75
Warrant B		340.68	%		4.90	%		0		2.27	$	1,167	$	0.75

Traunch 3, June 9, 2006
Warrant A		333.72	%		5.07	%		0		2.44	$	1,000	$	0.75
Warrant B		333.72	%		5.07	%		0		2.44	$	1,000	$	0.75

- 15 -

FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

4.	Convertible Note Payable (continued)

The Company allocated the $1,000,000 in gross proceeds between the convertible debenture and the warrants based on their fair values. The Company has reported the debt discount as a direct reduction to the face amount of the debt in accordance with APB 21. The discount is accreted over the life of the outstanding debenture. The issuance costs allocated to the convertible debenture were deferred and were amortized to expense over the life of the debt. Convertible debentures consisted of the following at June 30, 2007:

9% convertible subordinated debenture, due in 2008, convertible into shares of common stock at any time prior to maturity. Interest is payable monthly, and principal is due at maturity.	$	1,000,000

Less: Discount being accreted		(1,000,000	)
Net value of note		-

Less: Prior year conversion		(10,000	)
Less: Current year payments of note principal		(80,000	)
Plus: Prior year accretion of discount		110,148
Plus: Current period accretion of discount		528,810
Total carrying value of convertible debt at June 30, 2007	$	548,958

The February 21, 2006, April 11, 2006 and June 9, 2006 debentures were treated as derivative liabilities.

The following table summarizes the charges to interest, amortization and other expense, net for the year ended June 30, 2007:

Interest expense on debt	$	84,000
Accretion of debt discount	$	528,810
Amortization of deferred financing cost	$	76,749
Early termination fees	$	16,092

The Company evaluated the terms of the debentures in accordance with EITF 05-02 and the debenture is deemed “non-conventional convertible debt instruments” because the holder had the ability to require settlement in cash or common stock. The Company evaluated the maximum amount of liquidated damages payable in cash are less than the differential between registered and unregistered common stock. Accordingly, the Warrants (a free-standing instrument) were classified as equity (a component of Additional-Paid-in-Capital). Additionally, the application of the provisions of EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios,” and EITF 00-27, “Application of Issue 98-5 to Certain Convertible Instruments” resulted in the calculation of an embedded beneficial conversion feature and “forced conversion feature” in the convertible debentures, which is required to be treated as an additional discount to the convertible debentures. The value of the beneficial conversion feature was limited to the relative fair value of the debentures, accordingly $100,000, and was amortized to interest over the life of the debentures.

- 16 -

FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

5. Stock-Based Compensation

On July 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS 123R”) that requires companies to expense the value of employee stock purchase plans, stock option grants and similar awards. The Company adopted SFAS 123R under the modified prospective method, which requires the application of SFAS 123R in 2006 to new awards and to awards modified, repurchased or cancelled after the effective date. Additionally, compensation cost for the portion of outstanding awards for which service has not been rendered (such as unvested options) that are outstanding as of July 1, 2006, shall be recognized as the remaining services are rendered.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), that requires companies to expense the value of employee stock purchase plans, stock option grants and similar awards at the beginning of their next fiscal year that begins after December 15, 2005 and requires the use of either the modified prospective or the modified retrospective application method. The Company adopted SFAS 123R on July 1, 2006 under the modified prospective method. As such, prior periods do not include share-based compensation expense related to SFAS 123R. The modified prospective method requires the application of SFAS 123R to new awards and to awards modified, repurchased, or cancelled after the effective date. Additionally, compensation cost for the portion of outstanding awards for which service has not been rendered (such as unvested options) that are outstanding as of the date of adoption are recognized as the remaining services are rendered. The Company recognizes the fair value of stock-based compensation awards in cost of processing and services expense and selling, general and administrative expense in the condensed consolidated statement of income on a straight-line basis over the vesting period.

The Company’s stock-based compensation primarily consists of the following:

In January 2002, the Board of Directors of the Company approved the Employee and Officer Incentive and Recognition Plan. The Plan is not a qualified stock option plan and authorizes the Plans compensation committee to make outright grants of the restricted stock to employees and officers of the Company. Under the Plan, no one employee or officer may receive more than 20% of the shares authorized under the plan.

In June 2004, the Board of Directors of the Company approved an Employee Stock Option Plan as well as grants to the Company’s employees. In general, granted options expire three months after the employee’s termination date. If employment termination is due to cause, the options shall expire immediately; and if employment termination is due to permanent and total disability, the options may be exercised up to one year following termination. The options granted in 2004 were not a part of a qualified stock option plan. All grants under this plan expired as of September 30, 2008 as all employees participating in the plan were employees of FCS and were effectively terminated from the Company as of the effective date of the transfer of FCS.

- 17 -

FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

5. Stock-Based Compensation (continued)

In January 2005, the Company cancelled a stock certificate representing 45,000 shares of its common stock issued to a former employee pursuant to the Company’s 2002 Employee and Officer Retention and Recognition Plan. Concurrently, the Company caused a new certificate representing 45,000 shares of its common stock under the same plan to be issued to a current employee.

In April 2006, the Board of Directors of the Company approved the 2006-1 Consultant and Advisor Services Plan. According to the terms of the 2006-1 Plan, the Company may issue up to 50,000 shares of its Common stock to consultants or employees. As of March 31, 2008, all shares authorized by this Plan had been issued.

In July 2007, the Board of Directors of the Company approved the 2007-1 Consultant and Advisor Services Plan. According to the terms of the 2007-1 Plan, the Company may issue up to 1,500,000 shares of its Common stock to consultants or employees. As of March 31, 2008, no shares authorized by this Plan have been issued.

The table below presents information related to stock option activity for the six-month ended December 31, 2008 and 2007:

	Six months ended December 31,
	2008		2007
Total intrinsic value of stock options exercised	$	-	$	-
Cash received from stock option exercises	$	-	$	-
Gross income tax benefit from the exercise of stock options	$	-	$	-

6.	Related Party Transactions

A.	Sharpmanagement.com, LLC

The Company has signed a consulting contract with Sharpmanagement.com, LLC (“SharpManagement”) to secure the services of Wilfred Shaw. Under the terms of this contract, as amended effective January 1, 2005, the Company is required to pay $10,000 per month for each month that Mr. Shaw provides services to the Company as the Company’s Chief Strategy Officer. Mr. Wilfred Shaw is a majority owner of SharpManagement.com. During the year ended June 30, 2008, the Company paid SharpManagement $83,400 for unpaid fees. As of June 30, 2008, SharpManagement was due $ 27,327. During the six months ended December 31, 2008, the Company paid SharpManagement $0 for unpaid fees due. As of December 31, 2008, SharpManagement was owed $ 27,327.

During the six months ended December 31, 2008, SharpManagement advanced $39,848 to the Company to pay expenses related to its annual audit and quarterly filings.

- 18 -

FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

7.	Commitments and Contingencies

Legal

The Company is periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. Except as set forth below, the Company is not currently aware of any formal legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on the Company’s financial position or results of operations.

The Company has been sued by DLA Piper LLP for alleged unpaid legal services provided to the Company. The suit was filed on December 19, 2008 in the Superior Court of California, County of San Mateo. The amount of the claim is for $102,393.50 plus late fees at 1.5% per month. The Company has filed an answer to the complaint. The Company has recorded $104,284 in its accounts payable regarding this matter.

B.	Operating Leases

Prior to August 2006, the Company rented a 2,903 square foot facility at 400 Oyster Point Boulevard, Suite 435, South San Francisco, CA 94080. On August 19, 2006, the Company entered into a new commercial lease agreement to rent 4,809 square feet of office space at 101 Lincoln Centre Drive, Suite 410, Foster City, California, 94404. The term of the lease is for 51 months, in which months 1-3 of lease term were considered the abatement period in which the Company was not required to pay monthly base rent. During the first year rent is $11,061 per month, which increases to $12,071 in the last year of the term. All operations including system development, control and maintenance are performed at this facility.

In December 2003, the Company leased office space in New York City under a short-term lease that expired on December 31, 2005, which thereafter converted to a month-to-month tenancy. Effective February 28, 2006, the Company terminated the lease, and entered into a new lease for office space in White Plains, New York with an initial three-month term. On April 10, 2006, the Company negotiated for a larger space and increased the term that expired on April 30, 2007. The lease has converted to a month-to-month tenancy. The monthly rent is $1,875, not inclusive of utilities and other fees.

For the six months ended December 31, 2008 and 2007, total rent expense was $0 and $80,321, respectively.

The Company is currently not a party to any oral or written rental agreement.

8.	Notes Payable

In connection with the asset transfer agreement with Jade Special Strategy, the Company issued a $50,000 note payable to Jade. The note is payable in full two years from its issue date (June 30, 2008), and bears interest at 6% per annum. Following is a schedule of the Company’s future commitments under this note:

Year ending June 30,
2009	$	-
2010		50,000
2011		-
2012		-
2013		-
Thereafter		-
Total	$	50,000

- 19 -

FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

9.	Going Concern Uncertainties

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has experienced recurring operating losses and negative cash flows from operations, and the Company sold its revenue generating operations effective as of June 30, 2008. The Company’s continued existence is dependent upon its ability to locate a suitable merger candidate with sufficient operating income to finance the Company’s operations and/or with the ability to raise money through equity and debt financing.

Management did not raise additional capital during the year; however, management is currently in the process of searching for a suitable merger candidate. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

10.	Discontinued Operations – StreetIQ

As of June 30, 2008, the Company voluntarily discontinued operations of StreetIQ. The Company ceased all operations of StreetIQ effective June 30, 2008. The results of StreetIQ have been reported separately as discontinued operations in the Statements of Operations.

The following is a breakdown of the operations of StreetIQ discontinued operations for the three and six months ended December 31, 2008 and 2007:

	3 months ended December 31,					6 months ended December 31,
	2008		2007			2008		2007
Revenues	$	-	$	24,636		$	-	$	49,653
General & administrative		-		-			-		(5,019	)
Depreciation		-		(520	)		-		(1,040	)
	$	-	$	24,116		$	-	$	43,594

- 20 -

FinancialContent, Inc.

Notes to Consolidated Financial Statements

December 31, 2008

10.	Discontinued Operations – FinancialContent Services, Inc.

As of June 30, 2008, the Company voluntarily discontinued operations of FinancialContent Services, Inc. The Company ceased all operations of FCS effective June 30, 2008. The results of FCS have been reported separately as discontinued operations in the Statements of Operations.

The following is a breakdown of the operations of FCS discontinued operations for the three and six months ended December 31, 2008 and 2007:

	3 months ended December 31,					6 months ended December 31,
	2008		2007			2008		2007
Revenues	$	-	$	649,252		$	-	$	1,228,702
Barter revenues		-		30,647			-		61,294
Costs of revenues		-		(158,011	)		-		(287,927	)
General & admin expenses		-		(521,297	)		-		(996,147	)
Barter expense		-		(30,647	)		-		(61,294	)
Bad debt		-		(64,169	)		-		(75,722	)
Depreciation		-		(57,764	)		-		(113,274	)
Business development		-		(395	)		-		(395	)
Interest income		-		158			-		242
Interest expense		-		(232	)		-		(455	)
	$	-	$	(152,458	)	$	-	$	(244,976	)

11.	Subsequent Events

The following transaction occurred between the Company and certain related parties:

None

- 21 -

Item 2. Management’s Discussion and Analysis

FinancialContent, Inc. (hereinafter “FinancialContent” or the “Company” or “we”) is a Delaware corporation formed on October 15, 1996. Our operations have been primarily through two wholly owned subsidiaries: FinancialContent Services, Inc. (“FCS”) and StreetIQ.com, Inc. (“StreetIQ”).

On or about May 9, 2008, we entered into an agreement to transfer all of the issued and outstanding shares of our wholly owned subsidiary, FCS, to a related party in consideration of the full release of the secured debt held by Jade Special Strategy, LLC (“Jade”), in the amount of $1,165,000 (the “Debt”) which obligation we defaulted upon on March 23, 2008. The Debt was assumed by FCS. An Information Statement was furnished in accordance with the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended, by the Company in connection with the transfer of FCS. The proxy was mailed on July 3, 2008 and the transaction for the sale of FCS officially closed on July 24, 2008. For accounting purposes we have concluded that the transfer of FCS occurred on June 30, 2008.

FCS was our main operating subsidiary. Accordingly, we are now a “shell” corporation and are searching for a new company with operations to acquire.

The transfer was made in accordance with the terms of a Stock Purchase Agreement dated as of May 9, 2008, between us, FCS, Jade, and Wing Yu. Below is a summary of the terms of the Stock Purchase Agreement:

Purchaser. Wing Yu, our Chief Executive Officer and Director.

Transfer. We transferred all of the outstanding and issued shares of our wholly owned subsidiary, FCS, to Purchaser.

Liabilities Assumed. FCS has assumed the outstanding and existing Debt owed by us to Jade, and Jade has released us from the Debt and recorded a UCC-3 financing statement terminating the security interest on our assets.

Liabilities Not Assumed. Our unsecured debt was not assumed by FCS which amount was approximately $538,200.

Forbearance Regarding Foreclosure. In consideration of Jade forbearing on its rights to foreclose on our assets, we issued Jade a promissory note in the amount of $50,000 at an interest rate at 6% compounded annually that shall mature in two years from date of issuance. In addition, the warrants issued by us to Jade in connection with the Debt will remain in effect with a reduced exercise price reset to $0.75.

Divestiture of Ownership. Wing Yu, the prior CEO of the Company, surrendered 500,000 shares of FCON common stock beneficially owned by him to the Company.

Prior to the sale and transfer of FCS to a third party, through the auspices of FCS, we specialized in the integration and delivery of financial data and tools into websites, corporate intranets and print media. From scrolling tickers and stock charts to SEC filings, corporate news and much more, we offered a complete collection of market data that can be seamlessly integrated into websites. We essentially packaged financial data into discrete, manageable, interactive content modules that are delivered through our Studio platform. The FCS content is static or dynamically categorized, filtered, searchable, and enabled for web or wireless alerts. The content may also be personalized by individuals or customized by content administrators.

Current quarter activity

Operations during the prior year have not been continued into the current year. The only items affecting the current year’s operations were (1) $1,500 interest expense (6% APR simple interest) accrued on an active note payable of $50,000; (2) $40,000 of income related to the change in the estimated value of outstanding warrants; and $11,450 of fees to accountants and consultants related to the filing of Forms 10-Q for September 30 and December 31, 2008. The Company calculated the value of the warrants using the following assumptions: Volatility of 333.72% to 340.68%; Discount rate of 4.88% to 5.07%; No dividend yield; expected life of 2.14 to 2.44 years; and an exercise price of $0.75.

Liquidity and Capital Resources

Over the next twelve months, unless we acquire a business generating revenues from operations, we will require external financing to pay for our ongoing business expenses. To ensure the viability of our company we will continue to rely upon external financing as we have in the past. If additional funds are raised through the issuance of equity securities or through convertible notes, dilution to existing shareholders will result. For the first six months ending December 31, 2008 we have relied on financing from Wilfred Shaw, our CEO and director.

Plan of Operations

Effective with the transfer of the assets and liabilities of FCS, the Company has no assets and no liquidity. Over the next twelve months, unless we acquire a business generating revenues from operations, we will require external financing to pay for our ongoing business expenses. To ensure the viability of our company we will continue to rely upon external financing as we have in the past. If additional funds are raised through the issuance of equity securities or through convertible notes, dilution to existing shareholders will result.

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. The Company sold its revenue generating operations effective as of June 30, 2008 for accounting purposes. We are actively seeking to acquire a business with revenue generating operations. Even if we acquire a business that produces operating revenues, these revenues may not be sufficient to achieve profitability and we will be dependent upon the new business’ ability to increase operating revenues and/or our ability to raise money from equity and debt financing as we have done in the past.

Until we acquire a business that generates operating revenues we will continue to finance our ongoing activities with equity and debt financing provided by our affiliates.

In view of these matters, we believe that we have a realistic opportunity to acquire a business that will achieve profitability within the next twelve months.

Item 4A(T). Controls and Procedures.

Disclosure Controls and Procedures

As of December 31, 2008, under the supervision and with the participation of the Company's Chief Executive Officer and the Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2008.

Changes in Internal Control over Financial Reporting

As a result of no longer having a staff after the sale of our wholly owned subsidiary, FCS, there were changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting. We currently have a part-time controller. We are looking to acquire a business with operations which will have a staff that will at the time of acquisition establish new internal controls over our financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO Framework").

Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31, 2008. Our principal Chief Executive Officer and Chief Financial Officer concluded we have a material weakness due to lack of segregation of duties. Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. There is one person involved in processing of transactions. Therefore, it is difficult to effectively segregate accounting duties. Additionally, our controls over the preparation and close of our financial statements were not effective.

As a result of this material weakness we have implemented remediation procedures whereby we will continue to retain the services of an accountant that should be a sufficient resource to enable us to have adequate level of supervision with our internal control system as we became a shell company as of July 1, 2008. We will continue to monitor and assess the costs and benefits of additional staffing.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations, including claims of alleged infringement of trademarks, copyrights and other intellectual property rights. Except as described below, we are not currently aware of any legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on our financial position or results of operations.

We have been sued by DLA Piper LLP for alleged unpaid legal services provided to us. The suit was filed on December 19, 2008 in the Superior Court of California, County of San Mateo. The amount of the claim is for $102,393.50 plus late fees at 1.5% per month. We have filed an answer to the complaint.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

A dividend in the total aggregate amount of $63,389 is delinquent as of December 31, 2008. The dividend is payable on our issued and outstanding Series A preferred stock.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

Exhibits

(31)	31.1 Certification by Wilfred Shaw, Chief Executive Officer, as required under Section 302 of Sarbanes-Oxley Act of 2002, attached hereto.

	31.2 Certification by Wilfred Shaw, Chief Financial Officer, as required under Section 302 of the Sarbanes-Oxley Act of 2002, attached hereto.

(32)	32 Certification as required under Section 906 of Sarbanes-Oxley Act of 2002, attached hereto.

(b) Reports on Form 8-K

SIGNATURES

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

	FINANCIALCONTENT, INC.
	Registrant


Date: February 22, 2009	/S/ Wilfred Shaw
	Wilfred Shaw
	Chief Executive Officer and Chief Financial Officer

FINANCIALCONTENT INC 10-Q