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

                                    --------
                                    FORM 8-K
                                    --------

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (Date of earliest event reported): JANUARY 6, 2006

                                     0-32923
                            (Commission file number)

                           FINANCIAL MEDIA GROUP, INC.
             (Exact name of registrant as specified in its charter)

             NEVADA                                       33-0198542
    (State of incorporation)                  (IRS Employer Identification No.)

      2355 MAIN STREET, SUITE 120
           IRVINE, CA 92614                              (949) 486-1711
(Address of principal executive offices)        (Registrant's telephone number)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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SECTION 2 - FINANCIAL INFORMATION

ITEM 2.01.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On January 6, 2006, Financial Media Group, Inc., a Nevada corporation,  ("FMG"),
completed the acquisition  (the  "Acquisition")  of WallStreet  Direct,  Inc., a
Nevada corporation  ("WSD").  The Acquisition was effected pursuant to the terms
of an Agreement  and Plan of  Reorganization,  dated  September  19, 2005,  (the
"Agreement") by and among FMG, WSD and certain  stockholders of WSD. Pursuant to
the terms of the  Agreement  FMG  acquired  all of the  issued  and  outstanding
capital stock of WSD in exchange for 20,000,000 shares of FMG common stock. Upon
the close WSD became a wholly owned  subsidiary  of FMG.  Immediately  after the
Acquisition  the former  shareholders of WSD owned  20,000,000  shares of FMG or
approximately  82% of the issued and  outstanding  shares of FMG and the current
FMG shareholders owned 4,394,530 shares or approximately  18%. In addition,  FMG
has  reserved  5,461,004  shares to be issued to WSD  warrant  holders  upon the
exercise of up to 2,730,502  Class A Warrants at an exercise  price of $1.16 per
share and up to  2,730,502  Class B Warrants at an  exercise  price of $1.74 per
share.

As part of the  Acquisition  Diego Moya and Dr. Conrad Loreto each resigned from
their  positions  as a  director  of FMG,  and Mr.  Khazali  resigned  as  Chief
Executive  Officer of FMG. Mr. Albert Aimers,  Chairman of the Board of WSD, was
appointed  Chairman  of the  Board and Chief  Executive  Officer  of FMG and Mr.
Khazali was appointed as Chief Operating Officer.  Mr. Nick Iyer,  President and
director of WSD was appointed a director of FMG

Further  information  about WSD, FMG and certain  related matters is included in
this Item 2.01 below.

OVERVIEW

WallStreet  Direct,  Inc.  ("WSD" or "The Company") is a financial media company
focused  on  applications  that  empower  the  global  investment  community  to
collaborate   directly  with  publicly  traded   companies.   The  Company  owns
www.wallst.net ("WallSt.net") a financial media website. On January 5, 2005, the
Company was incorporated in the state of Nevada. On January 15, 2005 the Company
acquired 100% of the outstanding shares of Digital WallStreet, Inc. ("Digital"),
the  operating  entity of the Company and owner and operator of  wallst.net,  in
exchange for a $3,000,000  promissory  note due and payable on January 31, 2010.
Following  the  acquisition  of Digital,  the Company  expanded  its services to
include investor  conferences,  and a newspaper that is written and designed for
investment  professionals,  as well as  acquiring  ownership  of the  wallst.net
brand, for which Digital will remain the operating entity.

wallst.net,  to date, has accumulated  500,000 unique visitors and approximately
60,000  active  members  comprised of retail  investors and members of financial
institutions.  The website  offers its members  interviews  with  management  of
publicly  traded  companies,  stock quotes and other  financial  data, an online
newsletter,  message  boards,  and  other  financial  tools  designed  to aid in
investment  decision-making  processes.  The site,  in  essence,  is a  one-stop
resource for retail and institutional investors.

wallst.net is a strong  competitor in its industry,  principally  because of the
caliber of  companies  that have  conducted  interviews  for the site.  Featured
companies include General Motors, Sun Microsystems,  UPS, and Ingram Micro, Inc.
just to name a few.


                                       2
<PAGE>

In  addition  to its  online  platform,  Company  has  also  developed  a  print
newspaper,  which, to date has been  distributed to more than 10,000  investment
professionals  across the United  States.  In addition to receiving  advertising
revenue, the newspaper benefits from its wide distribution, name recognition and
editorial  content.  The Company has also organized several  conferences,  which
have generated  considerable  attention  from the investment  community and from
publicly traded  companies.  Presenting  companies have included,  among others,
Magnetek Inc., IPIX Corp.,  Aerogen, Inc. and MFIC Corp. These conferences serve
to build  revenues  through  registration  fees and also have become an integral
element  of the  Digital's  efforts  to build  the  wallst.net  brand  since its
inception in 2002.

Looking ahead, the Company envisions itself as a full-service investment portal,
offering its  membership  audio/video  platforms,  financial  tools and wireless
initiatives. Similar to CBS MarketWatch and Dow Jones, Inc., WSD intends to be a
global  provider of financial tools and  information,  empowering the investment
community and serving as a liaison between  publicly traded  companies and their
investors.

The Company has set in motion a plan to diversify itself across some of the most
underserved niche media markets today and establish a leadership position across
several  vertically  integrated  markets.  These  niche  markets  including  the
Company's  audio/visual  platforms,  investment  conferences and print newspaper
have  all   demonstrated   success  to  date  and  have  proven  that  they  can
significantly add to both top-line and bottom line growth.

The  Company  believes  that the  approach  is novel in its ability to tap these
niche markets and establish a leadership  position in a relatively  short period
of time. The opportunities  for WSD are numerous,  combining several of the most
exciting and innovative media and financial services today.

Research has shown that more and more  investors  are looking to the Internet as
their primary informational source. WSD has already demonstrated success through
wallst.net,   accumulating   more  than  60,000   subscribers,   its  investment
conferences,  advertising  programs,  comprehensive  financial  tools  and print
publications.  Management  is  confident  that  WSD  is on  the  right  path  to
vertically  integrate  several key markets and become a premier  resource in the
investment community.

BUSINESS

BACKGROUND

WSD is a financial media company focused on applications that empower the retail
and professional  investment  communities to collaborate  directly with publicly
traded companies from around the world.

The primary  revenue for The Company is  promotion  and  advertising  related to
marketing public companies and professional investment concerns. This is largely
facilitated   through  the  three  product  lines.

      1)    Our financial website www.wallst.net
      2)    Our Investment conferences
      3)    Print Publications and Newspaper.

These  divisions are designed to both  compliment and  vertically  integrate the
entire  Company.  The primary  focus for the Company is to provide tools for the
financial  community to research and collaborate in order better their decisions
and valued add their investment decision-making processes.


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WallStreet Direct, Inc. was incorporated in the State of Nevada in 2005 with the
mission of establishing  itself as a financial  media Company  specializing in a
premier provider of financial news, tools and original,  compelling  content for
the  global  investment  community.   Since  its  inception,   the  Company  has
implemented a strategy that  positions the Company in a unique and growing niche
market on the Internet and in print. The Company's flagship website, wallst.net,
has profiled hundreds of publicly traded companies through in-depth, informative
executive  interviews.  The  website has gained a loyal  following  of more than
500,000 unique visitors and 60,000 active members, and is frequently  referenced
by both casual retail  investors and  investment  professionals  from around the
world.

wallst.net serves as a one-stop resource for retail and institutional investors.
Unlike many of our competitors,  wallst.net stands apart from its competition in
our  specialization  of audio interviews and because of our key intense focus on
editorial  merit of  interviews.  Within  two  years of its  inception,  we have
featured  exclusive audio  interviews in some of the largest and most successful
publicly traded global companies such as General Motors, Sun Microsystems, Taser
International,  UPS, Ingram Micro, Inc.,  Schnitzer Steel Industries,  Inc., and
Monster  Worldwide,  Inc. The Company has now become a stable of interviews with
some of the largest companies in the world.

Management believes that our other key difference is our innovative database and
tracking  system,  which  allows our client base to track the  progress of their
advertising  campaigns.  Our IT  professionals  have  developed  one of the most
unique, proprietary tracking and database platforms

MARKET OPPORTUNITY


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Financial   media  is  operating  under  a  new  environment  and  requires  new
approaches.   WSD  services  offer  complete  end-to-end   solutions  delivering
straight-from-the-source communications that combine audio, video and multimedia
platforms.  WSD offers a full range of options to provide both live and archived
Internet    broadcasts   of   companies'   events   including   audio,    video,
teleconferencing,  and transcripts of web cast interviews to enrich the viewers'
experience.

SEVERAL FACTORS BOLSTERING THE COMPANY'S GROWTH PROSPECTS:

      REGULATORY PRESSURES CONTINUE TO BUILD: Regulation Fair Disclosure and the
      Sarbanes-Oxley   Act  have  changed  the  landscape  of  media   relations
      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.

      MORE  DEMANDING  INVESTORS:  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.

      INVESTORS USE WEB SITES AND PREFER E-MAIL:  In a study conducted by Kraker
      & Company,  over 40% of the analysts  surveyed said they use corporate Web
      sites  daily.  According  to a 2003 IR  Magazine  survey,  80% of buy side
      investors  and  92%  of  sell-side  analysts  prefer  to  receive  Company
      information via e-mail and over half prefer information  delivered via the
      Internet.

      INVESTORS WANT OPEN AND TRANSPARENT COMPANIES According to a 2002 McKinsey
      & Co. Global  Investors  Opinion Survey,  80% of investors  responded that
      they would pay a premium for companies that are visibly well governed.


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THE  COMPANY'S  BUSINESS  MODEL IS BASED ON  SERVING  TWO  COMPLEMENTARY  TARGET
MARKETS.

TARGET MARKET ONE - SMALL CAP COMPANIES SEEKING BETTER EXPOSURE TO INVESTORS
Small and micro cap  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 their  profile,  but many small and micro 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 micro cap  companies  are broad and range from the design,  development  and
maintenance of investor awareness oriented websites to the creation of effective
on-line advertising  campaigns.  WSD has become a significant  provider of these
types of services.

TARGET MARKET TWO - INVESTORS SEEKING RELIABLE AND EXTENDED INFORMATION
Investors have difficulty obtaining timely,  accurate investment  information on
small and micro cap  companies  due to a lack of objective  news  sources.  Most
media  organizations,  investment  firms and  brokerage  houses  tend to focus a
significant majority of their attention on larger public companies. As a result,
small and micro cap  investors  have not had  access to the level of  non-biased
third party information or traditional  sources of Company research reports they
desire.  This  lack of  information  is  coupled  with the  increasing  shift of
investors   from   traditional   retail   brokerages  to  discount  and  on-line
alternatives.   This  shift  has  created  an  increased  interest  in  personal
investment  research  on the part of  individual  investors.  However,  investor
interest  in the  small and micro cap  sectors  has not been  accompanied  by an
increased  coverage  of the small and micro cap  sectors by  traditional  media,
traditional  brokerage  firms or  alternative  on-line and  discount  investment
service providers. As a result,  investors have turned to other resources on the
Internet as a method of obtaining  the timely  financial  information  needed to
make investment  decisions.  Our subscriber base is widely spread geographically
in the United States,  Canada and abroad and includes investors from many facets
including - retail investors,  non-accredited and accredited investors, lawyers,
brokers,  accountants,  senior management of publicly traded companies and other
members of financial communities.

To meet the needs of two complementary  target markets,  WSD has undertaken many
strategic initiatives, which have the potential for growth and profitability. In
order to facilitate a nucleus for these target markets,  we utilize  wallst.net,
which  provides a wide range of services to  investors  interested  in small and
micro cap companies and markets. A significant feature which  differentiates our
website from other  financial  websites is use of our  expertise in the areas of
multi-media,  journalism  and  investor  awareness.  Services  on the  site  are
currently  offered to members on a free trial basis and we are projecting future
revenues will arise from the  conversion of viewers of the site into  purchasers
of  subscription-based  services.  In addition to web-based  solutions,  we also
provide senior  management of publicly traded companies  various other platforms
to communicate and interact with retail investors and other members of financial
communities.  These  platforms  include our newspaper or print media,  small cap
conferences  and seminars,  which are held  throughout  the year in major cities
like New York, Los Angeles, etc.

By satisfying its viewers' investment information needs, WSD seeks to become the
dominant single source of small and micro cap multi-media  information center on
the  Internet.  Our  website is  designed  to provide  users with a  stimulating
interactive  experience,  which  encourages  them to return to the  website on a
frequent basis.  The essence of our staff's effort is to provide an on-line home
which  wins the  loyalty  of viewer  members.  The  information  on our  website


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includes  detailed profiles of companies,  industry news, stock quotes,  charts,
daily market  reports,  news  releases and other  investment  tools.  Content is
usually  based  around  themes  of  interest  and is  displayed  as  audio/video
interviews  of senior  management  of  publicly  traded  companies,  editorials,
newsletters, small cap conferences & seminars, news, etc.

Companies  featured  and profiled on our website are  multi-tiered  and includes
both general interest and industry-specific areas including:

       Biotech/Healthcare;
       Computers/Telecommunications;
       Consumer Goods; Energy/Resources;
       Financial Services;
       Food & Beverage;
       Insurance;
       Internet;
       Leisure/Entertainment;
       Manufacturing; Precious Metals
       Services and Transportation

The Company intends to become a primary facilitator between senior management of
micro and small cap companies and investors  looking for high growth  investment
opportunities through integration of investor awareness and multi media. We have
successfully  carried out  assignments  for many  well-known  names in small cap
universe. In addition, we have had the privilege of serving larger cap companies
such as Domino's Pizza, General Motors, and Sun Microsystems.

INVESTOR AWARENESS:
One of our most significant and profitable operations is providing  full-service
financial media  consulting to privately held and publicly traded companies with
customized  investor awareness  programs.  Our years of experience in navigating
the public markets provide  clients with relevant  statistics and information on
their corporate image,  investor out-reach  programs and media strategies.  As a
result  of our  services  and  consulting  assignments  we are able to  generate
awareness of publicly traded  companies in the media and financial  communities.
We pride  ourselves on our expertise in building  relationships  between  public
companies and the active investment community through several key platforms:

(a) Audio & Video of Interviews of Senior Management
(b) Press Release Dissemination
(c) Newsletters & Editorials
(d) Small Cap Conferences & Seminars
(e) Print Publications

We work closely with our clients to provide  them  opportunity  to reach out and
effectively  communicate to more than 500,000 unique  visitors and 60,000 active
members or a pre-qualified  audience of investors who have specifically opted-in
to receive information about high growth investment opportunities.


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<PAGE>

(a) AUDIO & Video of Interviews  of Senior  Management:  The site  currently has
60,000  users  and  prospective  members  register  on to  listen  to one of our
interviews with a  well-established,  publicly traded Company. We typically will
put out a press announcing the audio interview with a tier one Company to aid in
the  awareness of the conducted  interview.  These audio  interviews  become the
staple of the entire site as it is our freshest,  and most  compelling  content.
This is the engine, which continues to drive our traffic

(B)  PRESS  RELEASE  DISSEMINATION:  We  are  determined  to  provide  the  best
distribution possible at a fair price to enhance investor awareness and increase
interest in a Company's stock.  Since every Company has different needs, we have
designed our press release packages to deliver quality  editorial  content and a
cost-effective platform to reach the masses. Our press releases have helped both
small-cap  companies  and larger  publicly  traded  entities  gain  exposure and
increase their investment communities.

(C)  NEWSLETTERS  & EDITORIALS:  Our  editorial  staff offers a high quality and
enriched  newsletter and on companies we profile on  wallst.net.  We produce our
Weekly stock  Bulletin,  which includes weekly  financial  commentary as well as
profiles on ten companies that we have profiled.  Management  believes that this
will add to the long-term value of the site. The newsletter is another  platform
to drive  advertising  revenues,  and  serves as an  integral  component  of our
investor awareness campaigns.

(D) SMALL CAP CONFERENCES & SEMINARS:  Unique and effective  platform for senior
management to network with members of financial community,  lawyers, accountants
and senior management of other companies.

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<PAGE>

(E)  PUBLICATIONS:  The  Company  aims to be the  leading  source  of  strategic
information,   intelligence  and  editorial  content  for  senior  managers  and
institutional  and  individual  investors.  The  first  issue  of  our  business
newspaper,  wallst.net  Digest was launched in November 2004 and was distributed
to more than 7000 investment professional nationwide.

The Company intends to be an integrated  print and online  operation,  aiming to
give greater insight into publicly traded companies and their CEOs' visions. The
newspaper will be printed monthly from Irvine,  California as a 40-page dossier.
The newspaper will be available for a  subscription  fee ranging from $60.00 per
year, which is subject to change depending on the demand going forward.

The Company  intends to distribute  the newspaper  through our own  distribution
channels,  initially targeting members of financial communities and subsequently
expanding our target audience to general public. We also anticipate  increase in
advertising  revenue  from this  venture,  which is  subject  to our  success in
publishing, distributing and expanding in a cost-effective manner.

ADVERTISING:

WSD currently serves many corporate clients, and offers them a one-stop solution
for their Internet corporate disclosure and corporate advertising  requirements.
Clients  can sign a short or  longer-term  agreement,  and are  featured  on our
website,  newsletter and email  disseminations  thereby gaining  exposure to our
users and enlarging the scope of their own investment  community.  We update our
websites  with  corporate  information  helping  satisfy  SEC  requirements  for
continuous disclosure on the Internet.  Management expects this area of business
to grow in  light of  recent  SEC  pronouncements  requiring  improved  Internet
disclosure for our subscribers and clients,  which will cause an increase in the
appeal of this offering.  Revenues  derived from the website  include banner and
button  advertising  on  the  website  and  on  targeted  communications  to our
community.  Other  advertising  sources  are from press  release  dissemination,
weekly  newsletter,  and free  email  access  to all  subscribers  and small cap
conferences.  We intend to maintain  both the quality and size of the  community
and the range of products we offer.  Our Proprietary  Banner  management  system
works  similar to our audio  tracking  system only in reverse.  While our system
will provide good data to advertisers,  the purpose is to empower our clients to
modify their advertisings to more productive direct responses.


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LEVEL II QUOTES

Another   platforms   currently  in  development,   which  will  allow  for  the
establishment of real time Level II feeds.  Management  believes that the retail
investment community is becoming more and more sophisticated.  The demand across
the spectrum for Level II data is swelling. Management believes that it's growth
will be  increased  by being one of the first to offer this data for the broader
networks.

COMMUNITY:

ONLINE

Our online  flagship is  wallst.net.  The site is becoming  one of the  industry
leaders in CEO interviews, quotes, charts, proprietary email platforms, wire and
press  release  services,  news  and  company  commentary  and  level 2  quotes.
Wallst.net  news and press  releases  are  picked up by leading  search  engines
including Yahoo, Bloomberg,  Dow Jones, Reuters, CNBC, MSN, and CBS MarketWatch,
as well as many major media outlets such as The Washington Post, the Los Angeles
Times and The New York Times.

EMAIL PLATFORM

Wallst.net has developed a proprietary web mail platform similar those on Yahoo,
MSN/Hotmail  and  Mail.com.  Management  believes  that  the  advantage  of this
platform will be the  availability  of an attractive  vanity email address,  for
example John@wallst.net. It is believed that once this is properly rolled out it
will  be very  successful  within  the  financial  community  similar  to  other
vocational  email  platforms  such  as  Dr.com,  Consultant.com,   Engineer.com,
Accountant.com, Hairdresser.com, and Lawyer.com.

EMPLOYEES

As of January 10, 2006, we employed 26 people on a full-time  basis.  Management
consists  of three  people,  our sales  department  consists  of 13 people,  the
editorial staff consists of four people,  our tech  department  consists of four
people and we have an administration staff of two people.

REGULATORY ISSUES

We are  not  subject  to  governmental  regulation  in our  Internet  publishing
efforts,  nor do we know of any pending  legislation  or  regulation,  which may
impose regulatory  requirements on out Internet  activities,  other than privacy
laws.  We believe that we are in  compliance  in all material  respects with all
laws,  rules,  regulations and requirements  that affect our business,  and that
compliance with such laws, rules, regulations and requirements does not impose a
material impediment on our ability to conduct our business.

FORWARD-LOOKING STATEMENTS

Certain  statements  contained herein  constitute  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities  Act") and Section 21E of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"). These forward-looking statements can be identified
by the use of predictive,  future-tense or  forward-looking  terminology such as
"believes,"  "anticipates,"  "expects,"  "estimates," "plans," "may," "intends,"
"will," or similar terms.  These statements appear in a number of places in this
report  and  include  statements   regarding  the  intent,   belief  or  current
expectations  of the Company,  its  directors  or its officers  with respect to,
among other things:  (i) trends affecting the Company's  financial  condition or
results of operations, (ii) the Company's business and growth strategies,  (iii)
the Internet and Internet  commerce,  and (iv) the  Company's  financing  plans.
Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
projected in the  forward-looking  statements.  The preceding  discussion of the
financial  condition and results of operations of the Company  should be read in
conjunction  with the financial  statements and notes related  thereto  included
elsewhere in this report.

DESCRIPTION OF PROPERTY

INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND DOMAIN NAMES
The Company owns the domain names  www.wallst.net and  www.18004wallst.com.  The
Company  believes  its  ownership  of  these  domain  names  gives  it  adequate
protection over them and it intends to keep them in its possession.


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<PAGE>

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 and  internationally.  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 4,322 sq. feet of office space in a
brick and glass  modern  building in Irvine,  California.  The Company has a two
year lease expiring in August 2007 at a monthly rental of $9,338.  The Company's
facilities are fully used for current operations.

ACQUISITION OF DIGITAL AND RELATED PARTY TRANSACTION

On  January  5,  2005,  Albert  Aimers,  Nick Iyer and Hak Leng Sok  formed  the
Company.  On January 15, 2005 the Company  acquired all of the capital  stock of
Digital  WallStreet  Inc.  from Albert  Aimers,  its principle  shareholder,  in
exchange for a $3 million  promissory note (the "Note") to Mr. Aimers.  The Note
carries interest at 6% per annum and is due and payable on January 31, 2010.

RISKS FACTORS

You  should  carefully  consider  the risks  described  below,  as well as other
information in this report,  when evaluating our business and future  prospects.
If any of the following risks actually occur, the Company's business,  financial
condition and results of operations  could be seriously  harmed.  In that event,
the market price of our common stock could decline and  stockholders  could lose
all or a portion of the value of their investment in FMG's common stock.

RISKS RELATED TO OUR BUSINESS:

THE  DIMINUTION  OR LOSS,  MISAPPROPRIATION  OR LEGAL  CLAIMS ON THE BRAND  NAME
"WALLST.NET" WOULD HAVE A MATERIAL ADVERSE AFFECT ON OUR BUSINESS.


                                       11
<PAGE>

We are highly  dependent on our brand name  "Wallst.net"  for the success of our
venture.  We believe 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.

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

We hold 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 we
could 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:

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

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

WE COULD EXPERIENCE  SEASONAL AND CYCLICAL FACTORS  INCLUDING BUT NOT LIMITED TO
ECONOMY, STOCK MARKET CONDITION AND GEO-POLITICAL RISKS ON OUR BUSINESS.

We believe 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,
we may experience lower revenues  subject to  deteriorating  economic and market
conditions. Furthermore, traffic levels on our web site typically fluctuate with


                                       12
<PAGE>

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 our
audience size.

THERE IS INTENSE COMPETITION FOR WEB-BASED BUSINESS AND FINANCIAL CONTENT AND WE
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. We expect
this  competition  to continue to  increase.  We compete 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 our business.

WE WILL NEED TO ESTABLISH AND MAINTAIN  STRATEGIC  RELATIONSHIPS  WITH OTHER WEB
SITES TO ATTRACT USERS, ADVERTISERS AND CONTENT

We  depend 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 we may not be able to
enter into such  relationships on commercially  reasonable terms or at all. Even
if  we  enter  into  distribution  relationships  with  these  web  sites,  they
themselves may not attract significant numbers of users. Therefore, our site may
not receive additional users from these relationships.  Moreover, we may have to
pay significant fees to establish these relationships.

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

WE  ARE  SIGNIFICANTLY  INFLUENCED  BY  OUR  OFFICERS,  DIRECTORS  AND  ENTITIES
AFFILIATED WITH THEM.

In the aggregate, ownership of FMG shares by management represents approximately
71% 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.  Our future performance
is dependent on the ability to retain key personnel.  The Company 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.


                                       13
<PAGE>

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.

WE DEPEND ON OUR DIRECT SALES FORCE TO SELL ADVERTISING ON OUR WEB SITE

We have created our own internal sales force.  As of January 10, 2006, our sales
group had 13 members.  We depend on our sales force to sell  advertising  on our
web site. This involves a number of risks:

      our sales personnel have only worked for us for a short period of time;
      our need to further increase the size of our sales force;
      our ability to hire, retain,  integrate and motivate  additional sales and
      sales support personnel;
      the length of time it takes new sales personnel to become productive;
      and the  competition we face from other  companies in hiring and retaining
      sales personnel.

Our business  would be  adversely  affected if we do not develop and maintain an
effective sales force.

WE DEPEND ON ADVERTISERS  FROM THE FINANCIAL  INDUSTRY AND WE MAY NOT SUCCEED IN
ATTRACTING ADVERTISERS FROM OTHER INDUSTRIES

Publicly  traded  companies have accounted for the  substantial  majority of our
advertising  revenues. We will need to sell advertising to customers outside our
client  base in  order  to  increase  our  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 we do not attract  advertisers from other  industries,  our
business could be adversely affected.

OUR SYSTEMS MAY NOT BE ABLE TO  ACCOMMODATE  INCREASES IN THE NUMBER OF USERS OF
OUR SERVICES

In the past, our web site has experienced  significant increases in traffic when
there are noteworthy business or financial news stories. In addition, the number
of our users has  continued to increase  over time and we are seeking to further
increase our user base.  Therefore,  our web site must accommodate a high volume
of traffic and deliver frequently updated  information.  Our web site has in the
past and may in the future  experience  slower  response times or other problems
for a variety of reasons.

Our 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,  our users  depend  on  Internet  service  providers,  online  service
providers and other web site operators for access to our 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 our systems.
These types of  occurrences  could  cause users to perceive  our web site as not
functioning  properly and  therefore  cause them to use other  methods to obtain
their business and financial news and other information.


                                       14
<PAGE>

IF WE DO NOT DEVELOP NEW AND ENHANCED SERVICES AND FEATURES FOR OUR WEB SITE, WE
MAY NOT BE ABLE TO ATTRACT AND RETAIN A SUFFICIENT NUMBER OF USERS

We  believe  that our web site  will be more  attractive  to  advertisers  if we
develop  a  larger  audience  comprised  of  demographically   favorable  users.
Accordingly,  we intend to  introduce  additional  or  enhanced  services in the
future  in order to retain  our  current  users and  attract  new  users.  If we
introduce a service that is not  favorably  received  our current  users may not
continue  using our  service  as  frequently.  New  users  could  also  choose a
competitive service over ours.

We may  also  experience  difficulties  that  could  delay  or  prevent  us from
introducing  new services.  Furthermore,  these services may contain errors that
are discovered  after the services are introduced.  We may need to significantly
modify the design of these services on our web site to correct these errors. Our
business  could  be  adversely   affected  if  we  experience   difficulties  in
introducing new services or if users do not accept these new services.

WE NEED AND MAY BE UNABLE TO OBTAIN  ADDITIONAL  FUNDING ON SATISFACTORY  TERMS,
WHICH COULD DILUTE OUR STOCKHOLDERS OR IMPOSE BURDENSOME FINANCIAL  RESTRICTIONS
ON OUR BUSINESS.

The  development  of  our  product  candidates  will  require  a  commitment  of
substantial  funds in excess of the  proceeds  of from the  Private  Offering to
conduct  the costly  and  time-consuming  research,  pre-clinical  and  clinical
testing  necessary  to obtain  regulatory  approvals  and bring our  products to
market. Our future capital requirements will depend on many factors,  including:
the progress of our research and development programs;  the progress,  scope and
results of our pre-clinical and clinical testing;  the time and cost involved in
obtaining   regulatory   approvals;   the  cost  of  manufacturing  our  product
candidates;  the cost of prosecuting,  defending and enforcing patent claims and
other  intellectual   property  rights;   competing   technological  and  market
developments;  and our ability to establish and maintain collaborative and other
arrangements with third parties to assist in bringing our products to market and
the cost of such arrangements.

We will  need to  raise  substantial  additional  capital  to  fund  our  future
operations.  We 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 we raise 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 our common stock.  Fluctuating  interest
rates could also increase the costs of any debt financing we may obtain.

Failure to  successfully  address  ongoing  liquidity  requirements  will have a
material adverse effect on our business.  If we are unable to obtain  additional
capital on acceptable terms when needed, we may be required to take actions that
harm our business and our ability to achieve cash flow in the future,  including
possibly  the  surrender  of  our  rights  to  some   technologies   or  product
opportunities, delaying our clinical trials or curtailing or ceasing operations.

OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

Our business  strategy  envisions a period of rapid growth that may put a strain
on our  administrative,  operational  resources  and funding  requirements.  Our
ability to  effectively  manage growth will require us to continue to expand the
capabilities of our operational  and management  systems and to attract,  train,
manage and  retain  qualified  engineers,  technicians,  salespersons  and other
personnel. There can be no assurance that we will be able to do so, particularly


                                       15
<PAGE>

if our losses continue and we are unable to obtain sufficient  financing.  If we
are unable to successfully manage our growth, our business, prospects, financial
condition and results of operations could be adversely affected.

WE OPERATE  WITHIN A HIGHLY  COMPETITIVE  AND COMPLEX MARKET THAT IS DIRECTLY OR
INDIRECTLY AFFECTED BY MARKET RISKS AND REGULATIONS.

Financial media is extremely  competitive and fragmented industry.  The industry
can be  significantly  affected  by many  factors,  including  changes in local,
regional,  and national economic  conditions,  changes in consumer  preferences,
brand name  recognition,  marketing  and the  development  of new and  competing
financial media Company. We expect that existing businesses that compete with us
and have greater  financial  resources  than us will be able to  undertake  more
extensive  marketing  campaigns and more aggressive  advertising  sales policies
than us, thereby  generating more attention to their Company and website.  These
competitive  pressures  could have a material  adverse  effect on our  business,
prospects, financial condition, and results of operations.

RISKS RELATED TO OUR INDUSTRY

WE  DEPEND  ON THE  CONTINUED  GROWTH  IN THE USE OF THE WEB,  PARTICULARLY  FOR
FINANCIAL NEWS AND INFORMATION

Our 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.

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.

WE DEPEND ON THE SALE OF  ADVERTISEMENTS  ON OUR WEB SITE AND IF WEB ADVERTISING
DOES NOT BECOME ACCEPTED, OUR BUSINESS WOULD BE HARMED

We expect to derive a substantial  amount of our 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. Our 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


                                       16
<PAGE>

impression-based  advertising  comprises a  substantial  majority of our current
advertising revenues. Our advertising revenues could be adversely affected if we
are 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 WORLD WIDE
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 our 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.  Because many of our advertisers  seek to advertise on our web site to
encourage  people to use the web to purchase  goods or  services,  our  business
could be adversely affected.
We may also incur  significant  costs to protect  against the threat of security
breaches or to alleviate problems caused by such breaches.

WE COULD FACE LIABILITY FOR THE INFORMATION DISPLAYED ON OUR WEB SITE

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

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") under
the  symbol  "FNGP.OTCBB"  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.


                                       17
<PAGE>

Fiscal Year Ending August 31, 2004              High Bid               Low Bid
----------------------------------              --------               -------
   Quarter Ending November 30, 2003             $0.10                  $0.015
   Quarter Ending February 28, 2004             $0.10                  $0.04
   Quarter Ending May 31, 2004                  $0.08                  $0.02
   Quarter Ending August 31, 2004               $0.006                 $0.007

Fiscal Year Ending August 31, 2005
   Quarter Ending November 30, 2004             $0.78                  $0.30
   Quarter Ending February 28, 2005             $1.20                  $0.35
   Quarter Ending May 31, 2005                  $0.74                  $0.15
   Quarter Ending August 31, 2005               $0.25                  $0.17

Fiscal Year Ending August 31, 2006
   Quarter Ending November 30, 2005             $1.46                  $0.17
   As of January 10, 2006                       $1.40                  $0.70


Holders

On January 10, 2006, there were  approximately 540 shareholders of record of the
Registrant's common stock.

On December 2, 2004, the Registrant's  stockholders approved an amendment to the
Registrant's  Articles of  Incorporation  to a reverse-split of the Registrant's
issued and outstanding common stock 100 to 1.

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 January 10, 2006 there were approximately 24,394,530 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.


DIRECTORS AND EXECUTIVE OFFICERS, MANAGEMENT OF FMG.

Set forth below is  information  with  respect to our  directors  and  executive
officers as of January 10, 2006.

NAME                   AGE   POSITION
-------------------    ---   -------------------------------------------------
Albert Aimers          43    Chairman of the Board and Chief Executive Officer
Javan Khazali          42    Chief Operating Officer, Chief Financial Officer
                             and Director
Tyson Le               26    Secretary
Dato'Sri Ram Sarma     52    Director
A. Chandrakumanan      42    Director
Nick Iyer              27    Director
Tom Hemingway          47    Director


                                       18
<PAGE>

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 has been Chief Financial 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.

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.


                                       19
<PAGE>

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 University of New York at Stony Brook.

TOM  HEMINGWAY  became a director 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
Mergence  Corporation (OTCBB:  MRGN). He was a co-founder of eSynch (NASD: ESYN)
and served as its CEO from 1998 until 2003.  From 1995 to 1998, he was president
of Intermach Corporation. Mr. Hemingway is a member of the Presidents Council of
Economic  Review.  Mr.  Hemingway  completed his studies at State University New
York,  in Albany,  New York and  attended San  Francisco  State  University  for
additional courses.

BOARD 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of the Company's
Common Stock as of January 10, 2006 - (a) each director of the Company, (b) each
person known to the Company to be a  beneficial  owner of more than five percent
(5%) of its Common Stock,  and (c) all  executive  officers and directors of the
Company as a group.

                                                   No. of shares
  Name                                             Beneficially       Percent of
                                                   Owned              Class
  ------------------------------------------------------------------------------
  Albert Aimers, Chairman, CEO                   15,072,250(1)      61.7%
  Javan Khazali, COO, CFO and Director            1,325,000(2)       5.4%
  Tyson Le, Secretary                                     0            0
  Dato'Sri Ram Sarma, Director                       42,799(3)         *
  A. Chandrakumanan, Director                        42,799(4)         *
  Tom Hemingway, Director                                 0            0
  Nick Iyer, Director                               863,400          3.5%
  Smart Energy Group, Inc.                        3,000,000         12.3%
  Officers and Directors as
  a Group (7 individuals)                        17,346,248           71%

  *  Less than 1%


                                       20
<PAGE>

(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)   Subsequent  to  the  Acquisition,   AMC  Capital  Group,   Inc.   ("AMC"),
      transferred 1,300,000 shares to Mr. Khazali. AMC's intent was to provide a
      greater  incentive for the Chief Operating  Officer of the Company without
      diluting current shareholders.

(3)   Includes  39,699 shares owned by Kres Private Ltd., a Company of which Mr.
      Sarma owns 50% interest.  (4) Includes 39,699 shares owned by Kres Private
      Ltd., a Company of which Mr. Chandrakumanan owns 50% interest.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.

On December 22, 2005, the Company  closed a private  placement of its Units at a
purchase price,  after  accounting for the  Acquisition,  of $.58 per Unit under
Rule 506 of  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended, to "accredited investors" as such term is defined under such Regulation
D ("Private  Offering").  Each Unit consists of one share of common  stock,  one
Class  A  warrant  exercisable  at  $1.16  per  share  and one  Class B  warrant
exercisable  at $1.74 per share.  The actual number of Units sold was 2,730,502,
which represented gross proceeds of $1,581,250.

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


                                       21
<PAGE>

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
Regulation D, there under.

In addition,  pursuant to the terms of the  Agreement,  (i) each share of common
stock,  par value $.001, of WSD outstanding  immediately  prior to the effective
time of the Acquisition  was,  exchanged for  approximately  .4317 shares of FMG
common stock,  par value $.001 per share,  so that at the effective  time of the
Acquisition,  FMG became the holder of all of the issued and outstanding  shares
of WSD. In addition, Class A warrants to purchase 2,730,502 shares of FMG common
stock and Class B warrants to purchase  2,730,502  shares of FMG common stock at
exercise prices of $1.16 per share and $1.74 per share, respectively were issued
to the WSD warrantholders in accordance with the Agreement. The issuance of such
shares and warrant was made in reliance on the exemption  from the  registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
and/or Regulation D thereof.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)   Financial statements of businesses acquired.

      Audited Financial Statements of WallStreet Direct, Inc.

      Report of Independent Registered Public Accounting Firm
      Balance Sheet at December 31, 2004
      Statements of Operations for the years ended December 31, 2003 and 2004
      Statement of Changes in Shareholders'  Equity/Deficit  for the years ended
      December 31, 2003 and 2004.
       Statements of Cash Flows for the years ended December 31, 2003 and 2004.
      Notes to Financial Statements

      Unaudited Financial Statements of WallStreet Direct, Inc.

      Condensed Balance Sheet at September 30, 2005 (unaudited)
      Condensed  Statements  of Operations  for the Nine Months Ended  September
      September 30, 2005 and 2004 (unaudited)
      Condensed Statements of Cash Flows for the Nine Months Ended September 30,
      2005 and 2004 (unaudited)
      Notes to Condensed Financial Statements (unaudited)

(b)   Pro Forma Financial Information.

      The pro forma financial  information  required by Article 11 of Regulation
      S-X has not been presented because the Registrant had no operations at the
      time of the reverse-merger acquisition.


                                       22
<PAGE>

(d)   Exhibits.

            NO.1        TITLE
            ----        --------------------------------------------------------
            2.1         Agreement and Plan of Reorganization between the Company
                        and Wallstreet Direct, Inc. dated September 19, 2005.(1)

            2.2         Amendment to the  Agreement  and Plan of  Reorganization
                        between the Company and  Wallstreet  Direct,  Inc. dated
                        September 21, 2005. (1)

            2.3         Second   Amendment   to  the   Agreement   and  Plan  of
                        Reorganization   between  the  Company  and   Wallstreet
                        Direct, Inc. dated December 19, 2005.

            2.4         Third   Amendment   to  the   Agreement   and   Plan  of
                        Reorganization   between  the  Company  and   WallStreet
                        Direct, Inc. dated December 22, 2005.

            99.3        Press Release dated January 11, 2006.

----------
(1)   Previously filed


                                       23
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                     FINANCIAL MEDIA GROUP, INC.


Date: January 11, 2006                               /s/ ALBERT AIMERS
                                                     ---------------------------
                                                     Albert Aimers,
                                                     Chief Executive Officer


                                       24
<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Board of Directors of:
Wallstreet Direct, Inc. and Subsidiary

We have  audited  the  accompanying  consolidated  balance  sheet of  Wallstreet
Direct,   Inc.  and  subsidiary  as  of  December  31,  2004,  and  the  related
consolidated  statements  of  operations  and  comprehensive  loss,  changes  in
stockholders'  equity  (deficit) and cash flows for the years ended December 31,
2004  and  2003.  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 audit.

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 Wallstreet Direct,
Inc. and  subsidiary  as of December 31, 2004 and the results of its  operations
and its cash flows for the years ended  December 31, 2004 and 2003 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in the notes to
the  consolidated  financial  statements,  the Company's  significant  operating
losses and  insufficient  capital raise  substantial  doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described  in  the  notes  to  the  consolidated   financial   statements.   The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/ Kabani & Company, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California
January 3, 2006

                                      F-1
<PAGE>

                            DIGITAL WALLSTREET, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS

CURRENT ASSETS:
     Cash & cash equivalents                                          $  13,021
     Marketable securities                                              132,195
     Other current assets                                                 5,220
     Note receivable                                                    103,825
                                                                      ---------
          Total assets                                                $ 254,261
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                 $  56,188
     Due to customers                                                    12,750
     Deferred revenue                                                    48,894
     Other liability                                                      9,875
     Accrued expenses                                                   305,786
                                                                      ---------
          Total current liabilities                                     433,493

Commitments and contingencies

STOCKHOLDERS' DEFICIT
     Common stock                                                        10,000
     Unrealized loss on marketable securities                           (62,494)
     Accumulated deficit                                               (126,738)
                                                                      ---------
          Total stockholders' deficit                                  (179,232)
                                                                      ---------
          Total liabilities and stockholders' deficit                 $ 254,261
                                                                      =========

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


                                       F-2
<PAGE>

                            DIGITAL WALLSTREET, INC.
                             STATEMENT OF OPERATIONS
                               FOR THE YEARS ENDED

                                                               DECEMBER, 31
                                                         ----------------------
                                                            2004         2003
                                                         ---------    ---------
Net revenues                                             $ 915,160    $ 252,659
                                                         ---------    ---------
Operating expenses
         Marketing and promotional                         142,686       57,586
         General and administrative                        746,875      311,011
                                                         ---------    ---------
                  Total operating expenses                 889,562      368,597
                                                         ---------    ---------
Income (Loss) from operations                               25,598     (115,938)

Non-Operating Income (Expense):
        Interest expense                                    (7,000)      (3,500)
        Interest income                                      5,290           10
        Gain (Loss) on sale of marketable securities       (20,455)         287
                                                         ---------    ---------
                  Total non-operating income (expense)     (22,165)      (3,203)
                                                         ---------    ---------
Income (Loss) before provision for income taxes              3,433     (119,142)

  Provision for income tax                                     800          800
                                                         ---------    ---------
Net Income (Loss)                                            2,633     (119,942)

Other comprehensive gain (loss):
        Reclassification adjustment                            796           --
        Unrealized gain (loss) on marketable securities    (61,698)        (796)
                                                         ---------    ---------
Comprehensive loss                                       $ (58,270)   $(120,737)
                                                         =========    =========
Basic and diluted net income (loss) per share                 0.04        (1.60)
                                                         =========    =========
Weighted average shares of share capital outstanding
  - basic and diluted                                       75,000       75,000
                                                         =========    =========


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


                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                                            DIGITAL WALLSTREET, INC.
                             STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2004


                                              COMMON STOCK
                                          --------------------                                      TOTAL
                                          NUMBER OF              COMPREHENSIVE  ACCUMULATED      STOCKHOLDERS'
                                           SHARES      AMOUNT     GAIN (LOSS)     DEFICIT      EQUITY (DEFICIT)
                                          ---------   --------   -------------  ------------   ---------------

<S>                                       <C>         <C>        <C>            <C>            <C>
Balance at December 31, 2002                 75,000   $ 10,000   $          --  $     (9,429)  $            571

Comprehensive loss                               --         --            (796)           --               (796)

Net Loss                                         --         --              --      (119,942)          (119,942)

                                          ---------   --------   -------------  ------------   ----------------
Balance at December 31, 2003                 75,000     10,000            (796)     (129,371)          (120,167)

Unrealized loss on marketable securities         --         --         (61,698)           --            (61,698)

Net income                                       --         --              --         2,633              2,633
                                          ---------   --------   -------------  ------------   ----------------
Balance at December 31, 2004                 75,000   $ 10,000   $     (62,494) $   (126,738)  $       (179,232)
                                          =========   ========   =============  ============   ================


                  The accompanying notes are an integral part of these financial statements.
</TABLE>


                                                      F-4
<PAGE>

                            DIGITAL WALLSTREET, INC.
                            STATEMENTS OF CASH FLOWS
                               FOR THE YEARS ENDED

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                              ----------------------
                                                                 2004         2003
                                                              ---------    ---------
<S>                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                        $   2,633    $(119,942)
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
          Expenses paid with marketable securities               11,819           --
          Revenues in exchange of marketable securities        (521,196)    (136,838)
          (Gain) loss on sale of marketable securities           20,455         (287)
          (Increase) decrease in current assets:
                Receivables                                       7,000       (7,000)
                Receivable from shareholder                          --          450
                Other current assets                             (5,220)          --
          (Decrease) increase in current liabilities:
                Accounts payable and accrued expense            226,569      135,405
                Deferred Revenue                                  7,143           --
                                                              ---------    ---------
                  Net cash used in operating activities        (250,797)    (128,212)
                                                              ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Cash paid for a note receivable                      (103,825)          --
          Cash paid to purchase marketable securities          (175,933)     (66,699)
          Cash received from sale of marketable securities      537,096      201,270
                                                              ---------    ---------
                  Net cash provided by investing activities     257,338      134,571
                                                              ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Payment of a loan to the shareholder                  (17,766)          --
          Cash received from the shareholder                         --       17,766
                                                              ---------    ---------
                  Net cash provided (used)
                   by financing activities                      (17,766)      17,766
                                                              ---------    ---------
NET DECREASE IN CASH & CASH EQUIVALENTS                         (11,225)      24,125

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                       24,246          121
                                                              ---------    ---------
CASH & CASH EQUIVALENTS, ENDING BALANCE                       $  13,021    $  24,246
                                                              =========    =========
</TABLE>


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


                                         F-5
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

1.    ORGANIZATION AND NATURE OF OPERATIONS

      Digital  WallStreet,  Inc.  ("Company") 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 empower 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  business  newspaper   "wallst.net
      Digest".  The  Company  provides  a  full  array  of  customized  investor
      awareness   programs  such  as  audio  and  video  of  senior   management
      interviews;   press  releases;   newsletters  and  editorials;  small  cap
      conferences and seminars; E-mail mailings and forums.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Use of estimates

      In  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
      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 materially differ from those estimates.

      Revenue recognition

      The Company  generates its revenue from  advertising  products  related to
      marketing public companies and  professional  investment  concerns through
      its financial media website.

      Advertising  products  consist  of  Web-banner  advertising,  e-mail-based
      advertising  and print  advertising.  Web-banner  advertising  consists of
      continuous or rotating  advertisements  on the Company's online platforms.
      Delivery  of these  profiles is based on the number of  impressions  of an
      advertisement  that  a  customer  purchases.  An  impression  is a  single
      instance of an Internet  user viewing the page that  contains a customer's
      name and/or logo. Revenue is recognized on such advertising programs based
      on the proportionate  units of advertising  delivered over the period of a
      media campaign.

      E-mail  services are mailings to the list of  subscribers to our financial
      media website, with delivery consisting solely of transmitting the mailing
      to the e-mail targets. E-mail services may be bought on a per-transmission
      basis, for which revenue is recorded when the transmission occurs, or on a
      fixed-fee  monthly  basis in which the client  receives  access to a fixed
      number of transmissions  per month. The Company records the revenue on the
      fixed fee monthly e-mail services on a pro-rata basis over the term of the
      agreement.

      The Company also generates advertising revenue from its print publication.
      The Company has determined fixed costs depending on size, and placement in
      the Company's print publication.


                                      F-6
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      All  sources  of  revenue  are  recognized  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.

      Cost of revenues

      Cost of revenue is recorded if the cost  related  directly to the services
      the Company sells or to its revenue-generating  flagship web-site. Cost of
      revenues consists of Internet bandwidth,  direct advertising purchases and
      direct labor. Direct advertising  purchases relate to Internet advertising
      purchases for the purpose of promoting a client or client's feature on the
      website.  Direct labor is the hourly labor cost of certain programmers and
      designers  who  implement or create design  advertising  for clients,  and
      produce  e-mail  mailings  for  clients.  Direct  labor  costs  are  fully
      recognized  as cost of  revenues  in the  period in which  the  associated
      revenue is  recognized.  All other costs of revenue are  recognized in the
      period incurred.

      Fair Value of Financial Instruments

      Statement of Financial  Accounting  Standards No. 107,  "Disclosures about
      Fair Value of Financial  Instruments"  requires disclosures of information
      about the fair  value of  certain  financial  instruments  for which it is
      practicable to estimate that value. For purposes of this  disclosure,  the
      fair value of a financial instrument is the amount at which the instrument
      could be exchanged in a current transaction between willing parties, other
      than  in a  forced  sale  or  liquidation.  The  carrying  amounts  of the
      Company's  accounts  and  other  receivables,  accounts  payable,  accrued
      liabilities and notes payable approximates fair value.

      Cash and cash equivalents

      Cash and cash  equivalents  consist of cash and  short-term  deposits with
      original  maturities  of ninety  days or less and are  recorded at mark to
      market.

      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.  Both realized and unrealized  gains and losses for
      securities classified as available-for-sale  are included in the statement
      of operations.

      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 seven  years.  Expenditures  for
      maintenance and repairs are charged to expense as incurred.


                                      F-7
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      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.

      Concentrations 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 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  securities  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
      superceded  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.

      Stock-based Compensation

      In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
      Compensation".  SFAS No. 123 prescribes accounting and reporting standards
      for all stock-based  compensation plans, including employee stock options,
      restricted  stock,  employee stock  purchase plans and stock  appreciation


                                      F-8
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      rights.  SFAS No. 123  requires  compensation  expense to be recorded  (i)
      using the new fair  value  method or (ii)  using the  existing  accounting
      rules   prescribed  by  Accounting   Principles   Board  Opinion  No.  25,
      "Accounting   for  stock  issued  to  employees"   (APB  25)  and  related
      interpretations  with pro forma disclosure of what net income and earnings
      per share  would  have been had the  Company  adopted  the new fair  value
      method.  The company uses the intrinsic  value method  prescribed by APB25
      and has opted for the disclosure provisions of SFAS No.123.

      In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
      Compensation-Transition and Disclosure". SFAS No. 148 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.  In  addition,  this
      Statement  amends the disclosure  requirements of Statement 123 to require
      prominent  disclosures  in both  annual and interim  financial  statements
      about the method of accounting for stock-based  employee  compensation and
      the effect of the method used, on reported  results.  The adoption of SFAS
      No. 148 did not have a material affect on the net loss of the Company.

      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 December 2004,  the FASB issued FASB  Statement No. 123R,  "Share-Based
      Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No.
      123R requires  companies to recognize in the  statement of operations  the
      grant-date fair value of stock options and other equity-based compensation
      issued to employees.  FAS No. 123R is effective beginning in the Company's
      first quarter of fiscal 2006.  The Company is in process of evaluating the
      impact of this pronouncement on its financial position.

      In December 2004,  the FASB issued SFAS  Statement No. 153,  "Exchanges of
      Non-monetary  Assets." The Statement is an amendment of APB Opinion No. 29
      to  eliminate  the  exception  for   non-monetary   exchanges  of  similar
      productive  assets and replaces it with a general  exception for exchanges


                                      F-9
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      of non-monetary assets that do not have commercial substance.  The Company
      believes that the adoption of this  standard will have no material  impact
      on its financial statements.

      In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and
      Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement
      No. 3. This Statement replaces APB Opinion No. 20, Accounting Changes, and
      FASB Statement No. 3, Reporting  Accounting  Changes in Interim  Financial
      Statements,  and  changes  the  requirements  for the  accounting  for and
      reporting of a change in accounting  principle.  This Statement applies to
      all voluntary changes in accounting principle.  It also applies to changes
      required by an accounting  pronouncement  in the unusual instance that the
      pronouncement does not include specific transition provisions.  Opinion 20
      previously required that most voluntary changes in accounting principle be
      recognized  by  including  in net  income of the  period of the change the
      cumulative  effect  of  changing  to the new  accounting  principle.  This
      Statement requires  retrospective  application to prior periods' financial
      statements of changes in accounting principle,  unless it is impracticable
      to determine either the  period-specific  effects or the cumulative effect
      of the change.  This Statement  defines  retrospective  application as the
      application  of a  different  accounting  principle  to  prior  accounting
      periods as if that  principle had always been used or as the adjustment of
      previously  issued  financial  statements  to  reflect  a  change  in  the
      reporting  entity.  This  Statement  also  redefines  restatement  as  the
      revising  of  previously  issued  financial   statements  to  reflect  the
      correction  of an  error.  The  adoption  of SFAS 154 did not  impact  the
      consolidated financial statements.

      In June 2005,  the EITF reached  consensus on Issue No. 05-6,  Determining
      the Amortization Period for Leasehold Improvements ("EITF 05-6") EITF 05-6
      provides  guidance on determining  the  amortization  period for leasehold
      improvements  acquired in a business combination or acquired subsequent to
      lease inception.  The guidance in EITF 05-6 will be applied  prospectively
      and is effective for periods  beginning  after June 29, 2005. EITF 05-6 is
      not  expected  to have a  material  effect on its  consolidated  financial
      position or results of operations.

3.    MARKETABLE SECURITIES

      The Company receives securities of client companies as payment in full for
      services rendered. The numbers of shares the Company will receive is based
      on  contracts  with the  customer and are valued based on the bid price at
      the time of signing the agreement.  The Company  classifies the marketable
      securities  as  available-for-sale  and as such, is carried at fair value.
      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 on  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 securities sold.


                                      F-10
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      Marketable securities  classified as  available-for-sale  consisted of the
      following as of December 31, 2003 and 2004:

<TABLE>
<CAPTION>

MARKETABLE            MARKET VALUE                          MARKET VALUE              ACCUMULATED
SECURITIES        AT DECEMBER 31, 2003      COST       AT DECEMBER 31, 2004     UNREALIZED GAIN (LOSS)
----------        --------------------    ---------    --------------------     ----------------------
<S>               <C>                     <C>          <C>                      <C>
Various           $             26,400    $ 194,689    $            132,195     $              (62,494)
----------        --------------------    ---------    --------------------     ----------------------
Total             $             26,400    $ 194,689    $            132,195     $              (62,494)
==========        ====================    =========    ====================     ======================
</TABLE>

4.    NOTES RECEIVABLE - RELATED PARTY

      During 2004, the Company loaned  $103,825 to a company payable upon demand
      with  interest  at the rate of 12% per annum on the  outstanding  balance.
      Digital WallStreet, Inc. had collected the note in full in August 2005.

5.    LOAN PAYABLE - SHAREHOLDERS

      During 2004, the Company paid the  outstanding  balance of Loan payable to
      shareholders amounting $17,766 in full.

6.    DUE TO CUSTOMERS

      Due to customers represent  securities held by the Company which are to be
      returned to the customers as a result of  negotiation  with the customers.
      The  amount  due to the  customers  is  shown  at the  fair  value  of the
      securities as of December 31, 2004.

7.    DEFERRED REVENUE

      The Company  receives  marketable  securities  and cash for services to be
      provided  in future  periods.  The  Company  recognizes  the  revenue on a
      pro-rata basis over the term of the agreement. For the year ended December
      31, 2004, the Company had $48,894 in deferred revenue.

8.    ACCRUED EXPENSES

      At December  31,  2004,  accrued  expenses  were  comprised of $236,375 in
      accrued officer compensation and $69,411 in accrued interest,  payroll and
      franchise tax.

9.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW

      The Company  prepares  its  statements  of cash flows  using the  indirect
      method as defined under the Financial Accounting Standard No. 95.


                                      F-11
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      The  Company  paid $0 for  income tax and  interest  during the year ended
      December 31, 2004.

10.   COMMITMENTS AND CONTINGENCIES

      Operating Leases

      The Company  leases its office  facility on a month to month  basis.  Rent
      expense under the operating  leases for the years ended  December 31, 2004
      and 2003 was $51,548 and $15,573, respectively.

      Employment Agreement with CEO

      On July 19, 2003 the Company entered into an employment agreement with its
      Chief  Executive  Officer  to provide  salary,  bonuses  and other  fringe
      benefits.  Such expenses are included in Officers Compensation and related
      expenses in the  accompanying  statement  of  operations.  Pursuant to the
      terms of this agreement and for the year ended December 31, 2004 and 2003,
      the  Company  expensed  $180,000  and  $81,370 in salary,  and  $50,000 as
      signing bonus in the year ending December 31, 2003.

      Legal Matters

      From  time to  time,  the  Company  may be  involved  in  various  claims,
      lawsuits,  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.

11.   INCOME TAXES

      Income tax expense  (benefit)  for the years ended  December  31, 2004 and
      2003 is summarized as follows:

                                                2004                 2003
                                          ----------------     ----------------
      Current:
       Federal                            $             (0)    $             (0)
       State                                          (800)                (800)
      Deferred taxes
                                          ================     ================
      Income tax expense (benefit)        $            800     $            800
                                          ================     ================

      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:


                                      F-12
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

                                             DECEMBER 31,        DECEMBER 31,
                                                2004                 2003
                                          ----------------     ----------------

      Tax expense (credit) at
       statutory rate-federal                           34%                (34%)
      State tax expense net of federal tax               6%                 (6%)
      Change in 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 December 31, 2004 are
      as follows:

      Deferred tax assets:
        Net operating loss carry forward                       $         50,696
                                                               ----------------
           Total gross deferred tax assets                               50,696
        Less valuation allowance                                        (50,696)
                                                               ----------------
        Net deferred tax assets                                $             --
                                                               ================

      At December 31, 2004, the Company had net operating loss carry forwards of
      approximately  $126,738 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.

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.  Through  December 31
      2004, the Company had incurred  cumulative losses of $126,738.  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  December 31, 2004,
      towards (i) obtaining  additional  equity financing and (ii) evaluation of
      its distribution and marketing methods.


                                      F-13
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

13.   SUBSEQUENT EVENTS

      (a)   Sale of Assets to WallStreet Direct, Inc.

      WallStreet Direct, Inc. was incorporated in the State of Nevada on January
      5, 2005 as a financial holding company  specializing in a premier provider
      of financial news,  tools and original  compelling  content for the global
      investment  community.  On  January  15,  2005,  WallStreet  Direct,  Inc.
      acquired  100% of the  assets  and  outstanding  shares of the  Company in
      exchange for a $3,000,000  promissory  note,  carrying  interest at 6% per
      annum,  note is due and payable on January 31,  2010.  WallStreet  Direct,
      Inc. at the time of acquisition was 86% owned by Digital Wallstreet,  Inc.
      shareholder  and the  transaction  was considered as a distribution to the
      shareholder.

      (b)   Equity offering

      On May 2,  2005,  the  Company  commenced  a private  equity  offering  to
      accredited investors.  As of September 30, 2005 the Company sold 2,450,000
      units at $0.25 per unit,  for an  aggregate  of $612,500 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  Direct,  Inc.  Each Class A Warrant  entitles  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
      entitles 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 the  Company,  at a
      redemption price of $.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,  as reported
      by the National  Association  of Securities  Dealers  Automated  Quotation
      ("NASDAQ")  System  (or the  average  of the last sale price if the Common
      Stock is then listed on the NASDAQ  National Market System or a securities
      exchange), shall exceed $1.00 per share for the Class A Warrants and $2.00
      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.  These securities were issued pursuant to Rule 506
      of Regulation D.

      The Company sold from October 1, 2005 through December 22, 2005, 3,875,000
      units at $0.25 per unit,  for an  aggregate  of $968,750 in net  proceeds.
      Each unit is priced at $0.25 and consists of one (1) shares of  restricted
      common stock and one redeemable Class A Warrant and one redeemable Class B
      Warrant of WallStreet  Direct,  Inc. These securities were issued pursuant
      to Rule 506 of Regulation D.


                                      F-14
<PAGE>

                            DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      (c)   Merger

      On  September  19, 2005,  the Company  signed an agreement to merge with a
      public shell for exchange of 100% of the issued and outstanding  shares of
      the  company  for  20,000,000   shares  of  the  public  shell.  Upon  the
      consummation of the exchange transaction,  the Company's shareholders will
      own approximately 82% of the shares of the combined company.  This type of
      exchange will be accounted for as a recapitalization of the Company rather
      than as a business combination.  The historical financial statements after
      the  merger  will  be  those  of  the  Company.   No  pro-forma  financial
      information is presented as the public shell has not generated any revenue
      and the amount involved is insignificant. The exchange transaction has not
      been consummated at the balance sheet date.


                                      F-15
<PAGE>

                             WALLSTREET DIRECT, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2005
                                   (Unaudited)

                              ASSETS

CURRENT ASSETS:
     Cash & cash equivalents                            $   226,170
     Marketable securities                                4,353,271
     Other current assets                                     5,125
                                                        -----------
          Total current assets                            4,584,565

     Property and equipement, net                            41,628

Other assets:
     Deposit                                                  9,578
                                                        -----------
                                                        $ 4,635,771
                                                        ===========

               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                       493,686
     Deferred revenue                                     3,200,223
     Accrued expenses                                       501,264
                                                        -----------
          Total current liabilities                       4,195,173

     Long-Term note payable                               3,000,000

Commitments and contingencies                                    --

STOCKHOLDERS' DEFICIT
     Common stock                                            42,450
     Additional paid in capital                             570,150
     Unrealized gain on marketable securities               754,842
     Accumulated deficit                                 (3,926,845)
                                                        -----------
          Total stockholders' deficit                    (2,559,403)
                                                        -----------
          Total liabilities and stockholders' deficit   $ 4,635,771
                                                        ===========


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


                                      F-16
<PAGE>

                                WALLSTREET DIRECT, INC.
                    STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
                                NINE MONTH PERIODS ENDED
                                      (Unaudited)

<TABLE>
<CAPTION>
                                                                   SEPTEMBER 30,
                                                           ----------------------------
                                                                2005            2004
                                                           ------------    ------------
<S>                                                        <C>             <C>
 Net revenues                                              $  1,786,129    $    509,997
                                                           ------------    ------------
 Operating expenses
          Marketing and promotional                        $     68,784    $     86,398
          Depreciation                                            3,962
         Impairment of marketable securities                    827,140
          General and administrative                          1,708,989         461,691
                                                           ------------    ------------
                   Total operating expenses                   2,608,876         548,089
                                                           ------------    ------------
 Income (Loss) from operations                                 (822,746)        (38,092)

 Non-Operating Income (Expense):
         Interest expense                                        (4,979)             --
         Interest income                                         12,202              11
         Gain (Loss) on sale of marketable securities           144,930         (17,526)
                                                           ------------    ------------
                   Total non-operating income (expense)         152,153         (17,515)
                                                           ------------    ------------
 Income (Loss) before provision for income taxes               (670,593)        (55,607)

   Provision for income tax                                       3,708             800
                                                           ------------    ------------
 Net Income (Loss)                                             (674,301)        (56,407)

 Other comprehensive gain (loss):
         Reclassification adjustment                             62,494             796
         Unrealized gain (loss) on marketable securities        817,336         (39,420)
                                                           ------------    ------------
 Comprehensive loss                                        $    205,530    $    (95,031)
                                                           ============    ============
Basic and diluted net income (loss) per share                     (0.02)          (0.75)
                                                           ============    ============
 Weighted average shares of share capital outstanding
   - basic and diluted                                       39,096,703          75,000
                                                           ============    ============


       The accompanying notes are an integral part of these financial statements.
</TABLE>


                                          F-17
<PAGE>

<TABLE>
<CAPTION>

                                 WALLSTREET DIRECT, INC.
                                STATEMENTS OF CASH FLOWS
                                NINE MONTH PERIODS ENDED
                                       (Unaudited)
                                                                     SEPTEMBER 30,
                                                              --------------------------
                                                                  2005          2004
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                 $  (674,301)   $   (56,407)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
          Depreciation and amortization                             3,962             --
          Expenses paid with marketable securities                     --         11,819
          Revenues in exchange of marketable securities        (1,423,353)      (316,340)
          Impairment of marketable securities                     827,140             --
          (Gain) loss on sale of marketable securities           (144,930)        17,526
          (Increase) decrease in current assets:
                Receivables                                            --          7,000
                Other current assets                               (9,483)        (4,939)
          (Decrease) increase in current liabilities:
                Accounts payable and accrued expense              497,170        165,071
                Deferred Revenue                                   (7,143)         2,510
                                                              -----------    -----------
                  Net cash used in operating activities          (930,938)      (173,760)
                                                              -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Cash paid to purchase fixed assets                      (45,590)            --
          Cash received from a note receivable                    103,825             --
          Cash paid for a note receivable                              --        (48,550)
          Cash paid to purchase marketable securities            (125,052)      (167,370)
          Cash received from sale of marketable securities        598,304        388,600
                                                              -----------    -----------
                  Net cash provided by investing activities       531,487        172,680
                                                              -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Cash received from stock issuances                      612,600             --
          Payment of loan to shareholder                               --        (17,766)
                                                              -----------    -----------
                  Net cash provided (used)
                   by financing activities                        612,600        (17,766)
                                                              -----------    -----------
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                213,149        (18,846)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                         13,021         24,246
                                                              -----------    -----------
CASH & CASH EQUIVALENTS, ENDING BALANCE                       $   226,170    $     5,400
                                                              ===========    ===========


       The accompanying notes are an integral part of these financial statements.
</TABLE>


                                          F-18
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

1.    ORGANIZATION AND NATURE OF OPERATIONS

      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
      empower 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 business newspaper wallst.net Digest.

      WallStreet  Direct,  Inc. (the "Company") was incorporated in the State of
      Nevada on January 5, 2005 as a financial  media company  specializing in a
      premier provider of financial news, tools and original  compelling content
      for the global  investment  community.  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 a $3,000,000  promissory note, carrying interest at 6% per
      annum,  note is due and  payable on January  31,  2010.  As this merger is
      between entities under the common control,  the issuance of the $3,000,000
      note to the majority  shareholder  has been recorded as a distribution  to
      the majority shareholder.  The merger has been accounted for on historical
      cost basis.

      This type of share  exchange  has been  treated  as a capital  transaction
      accompanied by recapitalization of Digital WallStreet in substance, rather
      than a business  combination,  and is deemed a "reverse  acquisition"  for
      accounting   purposes  since  the  former  owners  of  Digital  WallStreet
      controlled the majority of the total common shares outstanding immediately
      following  the  acquisition.   Recapitalization   accounting  resulted  in
      consolidated   financial   statements  being  issued  under  the  name  of
      WallStreet  Direct,  Inc., but were  considered a continuation  of Digital
      WallStreet.  No pro forma  financial  statements  are being  presented  as
      WallStreet  Direct has no assets other than the assets and shares acquired
      of the related third party as discussed above.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The  unaudited  consolidated  financial  statements  have been prepared by
      WallStreet  Direct,  Inc.  pursuant  to the rules and  regulations  of the
      Securities  and Exchange  Commission.  The  information  furnished  herein
      reflects all  adjustments  (consisting  of normal  recurring  accruals and
      adjustments) which are, in the opinion of management,  necessary to fairly
      present  the  operating  results  for  the  respective  periods.   Certain
      information   and  footnote   disclosures   normally   present  in  annual
      consolidated  financial  statements prepared in accordance with accounting
      principles  generally  accepted in the United  States of America have been
      omitted  pursuant  to  such  rules  and  regulations.  These  consolidated
      financial  statements  should  be read in  conjunction  with  the  audited
      consolidated  financial  statements  and  footnotes  for  the  year  ended
      December 31, 2004. The results of the nine months ended September 30, 2005
      are not necessarily  indicative of the results to be expected for the full
      year ending December 31, 2005.


                                      F-19
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      Revenue recognition

      The Company  generates its revenue from  advertising  products  related to
      marketing public companies and  professional  investment  concerns through
      its financial media website.

      Advertising  products  consist  of  Web-banner  advertising,  e-mail-based
      advertising  and print  advertising  Web-banner  advertising  consists  of
      continuous or rotating  advertisements  on the Company's online platforms.
      Delivery  of these  profiles is based on the number of  impressions  of an
      advertisement  that  a  customer  purchases.  An  impression  is a  single
      instance of an Internet  user viewing the page that  contains a customer's
      name and/or logo. Revenue is recognized on such advertising programs based
      on the proportionate  units of advertising  delivered over the period of a
      media campaign.

      E-mail  services are mailings to the list of  subscribers to our financial
      media website, with delivery consisting solely of transmitting the mailing
      to the e-mail targets. E-mail services may be bought on a per-transmission
      basis, for which revenue is recorded when the transmission occurs, or on a
      fixed-fee  monthly  basis in which the client  receives  access to a fixed
      number of transmissions  per month. The Company records the revenue on the
      fixed fee monthly e-mail services on a pro-rata basis over the term of the
      agreement.

      The Company also generates advertising revenue from its print publication.
      The Company has determined fixed costs depending on size, and placement in
      the Company's print publication

      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.

      Cost of revenues

      Costs of revenue are recorded if the cost related directly to the services
      the Company sells or to its revenue-generating  flagship web-site. Cost of
      revenues consists of Internet bandwidth,  direct advertising purchases and
      direct labor. Direct advertising  purchases relate to Internet advertising
      purchases for the purpose of promoting a client or client's feature on the
      website.  Direct labor is the hourly labor cost of certain programmers and
      designers  who  implement or create design  advertising  for clients,  and
      produce  e-mail  mailings  for  clients.  Direct  labor  costs  are  fully
      recognized  as cost of  revenues  in the  period in which  the  associated
      revenue is  recognized.  All other costs of revenue are  recognized in the
      period incurred.


                                      F-20
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      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.  Both realized and unrealized  gains and losses for
      securities classified as available-for-sale  are included in the statement
      of operations.

      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.

      Concentrations 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
      superceded  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.


                                      F-21
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      Stock-based Compensation

      In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
      Compensation".  SFAS No. 123 prescribes accounting and reporting standards
      for all stock-based  compensation plans, including employee stock options,
      restricted  stock,  employee stock  purchase plans and stock  appreciation
      rights.  SFAS No. 123  requires  compensation  expense to be recorded  (i)
      using the new fair  value  method or (ii)  using the  existing  accounting
      rules   prescribed  by  Accounting   Principles   Board  Opinion  No.  25,
      "Accounting   for  stock  issued  to  employees"   (APB  25)  and  related
      interpretations  with pro forma disclosure of what net income and earnings
      per share  would  have been had the  Company  adopted  the new fair  value
      method.  The company uses the intrinsic  value method  prescribed by APB25
      and has opted for the disclosure provisions of SFAS No.123.

      In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
      Compensation-Transition and Disclosure". SFAS No. 148 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.  In  addition,  this
      Statement  amends the disclosure  requirements of Statement 123 to require
      prominent  disclosures  in both  annual and interim  financial  statements
      about the method of accounting for stock-based  employee  compensation and
      the effect of the method used, on reported  results.  The adoption of SFAS
      No. 148 did not have a material affect on the net loss of the Company.

      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 December 2004,  the FASB issued FASB  Statement No. 123R,  "Share-Based
      Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No.
      123R requires  companies to recognize in the  statement of operations  the
      grant-date fair value of stock options and other equity-based compensation
      issued to employees.  FAS No. 123R is effective beginning in the Company's
      first quarter of fiscal 2006.  The Company is in process of evaluating the
      impact of this pronouncement on its financial position.


                                      F-22
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      In December 2004,  the FASB issued SFAS  Statement No. 153,  "Exchanges of
      Non-monetary  Assets." The Statement is an amendment of APB Opinion No. 29
      to  eliminate  the  exception  for   non-monetary   exchanges  of  similar
      productive  assets and replaces it with a general  exception for exchanges
      of non-monetary assets that do not have commercial substance.  The Company
      believes that the adoption of this  standard will have no material  impact
      on its financial statements.

      In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and
      Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement
      No. 3. This Statement replaces APB Opinion No. 20, Accounting Changes, and
      FASB Statement No. 3, Reporting  Accounting  Changes in Interim  Financial
      Statements,  and  changes  the  requirements  for the  accounting  for and
      reporting of a change in accounting  principle.  This Statement applies to
      all voluntary changes in accounting principle.  It also applies to changes
      required by an accounting  pronouncement  in the unusual instance that the
      pronouncement does not include specific transition provisions.  Opinion 20
      previously required that most voluntary changes in accounting principle be
      recognized  by  including  in net  income of the  period of the change the
      cumulative  effect  of  changing  to the new  accounting  principle.  This
      Statement requires  retrospective  application to prior periods' financial
      statements of changes in accounting principle,  unless it is impracticable
      to determine either the  period-specific  effects or the cumulative effect
      of the change.  This Statement  defines  retrospective  application as the
      application  of a  different  accounting  principle  to  prior  accounting
      periods as if that  principle had always been used or as the adjustment of
      previously  issued  financial  statements  to  reflect  a  change  in  the
      reporting  entity.  This  Statement  also  redefines  restatement  as  the
      revising  of  previously  issued  financial   statements  to  reflect  the
      correction  of an  error.  The  adoption  of SFAS 154 did not  impact  the
      consolidated financial statements.

      In June 2005,  the EITF reached  consensus on Issue No. 05-6,  Determining
      the Amortization Period for Leasehold Improvements ("EITF 05-6") EITF 05-6
      provides  guidance on determining  the  amortization  period for leasehold
      improvements  acquired in a business combination or acquired subsequent to
      lease inception.  The guidance in EITF 05-6 will be applied  prospectively
      and is effective for periods  beginning  after June 29, 2005. EITF 05-6 is
      not  expected  to have a  material  effect on its  consolidated  financial
      position or results of operations.

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 classifies the marketable securities
      as available-for-sale  and as such, is carried at fair value. At September
      30, 2005, the fair value of the marketable  securities  held is calculated
      on the bid  price as of  September  30,  2005.  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.


                                      F-23
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      Unrealized holding gains and losses on  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 securities sold.

      Marketable securities  classified as  available-for-sale  consisted of the
      following as of September 30, 2004 and 2005:

<TABLE>
<CAPTION>

MARKETABLE            MARKET VALUE                          MARKET VALUE              ACCUMULATED
SECURITIES        AT SEPTEMBER 30, 2004     COST       AT SEPTEMBER 30, 2005    UNREALIZED GAIN (LOSS)
----------        ---------------------   ----------   ---------------------    ----------------------
<S>               <C>                     <C>          <C>                      <C>
Various           $              85,806   $3,598,429   $           4,353,271    $              754,842
                  ---------------------   ----------   ---------------------    ----------------------
Total             $              85,806   $3,598,429   $           4,353,271    $              754,842
                  =====================   ==========   =====================    ======================
</TABLE>

      During the period ended  September  30, 2005,  the Company  evaluated  its
      marketable  securities holdings by valuing the securities according to the
      quoted price of the securities on the stock  exchange and determined  that
      several of them had an other than temporary decline in value. Accordingly,
      these  securities  were  written  down to the current  market value and an
      impairment loss in the amount of $ 827,140 was recognized.

4.    PROPERTY AND EQUIPMENT

      Property and equipment at September 30, 2005 consisted of the following:


      Office and computer equipment                           $      45,590

       Less accumulated depreciation                                 (3,962)
                                                              -------------
                                                              $      41,628
                                                              =============

      Depreciation expense for the nine months ended September 30, 2005 and 2004
      was $3,962 and $0, respectively.

5.    DEPOSITS

      The Company did not have any deposits at September  30, 2004.  Deposits at
      September  30, 2005,  consisted of a $9,578 rent deposit on the  Company's
      main office.

6.    DEFERRED REVENUES

      The Company  receives  marketable  securities  and cash for services to be
      provided in future  periods and the  Company  recognizes  the revenue on a
      pro-rata basis over the term of the  agreement.  For the nine months ended
      September 30, 2005, the Company had $3,200,223 in deferred revenues.


                                      F-24
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

7.    ACCRUED EXPENSES

      At September  30, 2005,  accrued  expenses  consist of $240,844 in accrued
      officer's  compensation and $260,420 in accrued  interest,  federal income
      tax, payroll and franchise tax respectively.

8.    NOTES PAYABLE-RELATED PARTY

      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 a  $3,000,000
      promissory  note,  carrying  interest  at 6% per  annum,  note  is due and
      payable on January 31, 2010. As this merger is between  entities under the
      common  control,  the  issuance  of the  $3,000,000  note 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 billing achieved.

9.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW

      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  income tax and  interest  during the year ended
      December 31, 2004.

10.   COMMITMENTS AND CONTINGENCIES

      Operating Leases

      The Company leases its corporate  offices space from a third party under a
      two year lease  commitment  through August 31, 2007.  Rental expense under
      the lease is $9,338 per month. Rent expense under the operating leases for
      the nine months ended  September 30, 2004 and 2005 was $39,010 and $54,890
      respectively.  The minimum lease  payments for the twelve  months  periods
      ending September 30,


                  2006                $     112,260
                  2007                      102,905
                                      -------------
                                      $     215,165
                                      =============


                                      F-25
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      Employment Agreement with CEO

      On July 19, 2003 the Company entered into an employment agreement with its
      Chief  Executive  Officer  to provide  salary,  bonuses  and other  fringe
      benefits.  Such expenses are included in Officers Compensation and related
      expenses in the  accompanying  statement  of  operations.  Pursuant to the
      terms of this  agreement and for the nine months ended  September 30, 2004
      and 2005, the Company  recorded  $135,000 and $150,000 in salary  expenses
      respectively.

      Legal Matters

      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.

11.   INCOME TAXES

      Income tax expense  (benefit) for the nine months ended September 30, 2005
      and 2004 is summarized as follows:

                                           2005            2004
                                      -------------    ------------
      Current:
       Federal                        $      (2,107)   $         (0)
       State                                 (1,600)           (800)
      Deferred taxes
                                      =============    ============

      Income tax expense (benefit)    $       3,707    $        800
                                      =============    ============

      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:

                                      SEPTEMBER 30,    SEPTEMBER 30,
                                          2005             2004
                                      -------------    ------------

      Tax 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 September 30, 2005 are
      as follows:


                                      F-26
<PAGE>

                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

        Deferred tax assets:
        Net operating loss carry forward           $   320,416
                                                   -----------
           Total gross deferred tax assets             320,416
        Less valuation allowance                      (320,416)
                                                   -----------
        Net deferred tax assets                    $        --
                                                   ===========

      At September 30, 2005,  the Company had net operating  loss carry forwards
      of $801,039  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 for the deferred tax assets due to
      the uncertainty of its realization.

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 incurred
      losses  from  operations  and has  accumulated  deficit of  $3,926,845  at
      September  30, 2005.  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  September 30, 2005,
      towards (i) obtaining  additional  equity financing and (ii) evaluation of
      its distribution and marketing methods.  Subsequent to September 30, 2005,
      the Company raised $968,750 in equity. In addition,  the Company has plans
      to merge with a public company in order to raise additional capital.


                                      F-27
<PAGE>
                     WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

13.   EQUITY TRANSACTIONS

      Common Stock

      On May 2,  2005,  the  Company  commenced  a private  equity  offering  to
      accredited investors.  As of September 30, 2005 the Company sold 2,450,000
      units at $0.25 per unit,  for an  aggregate  of $612,500 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  Direct,  Inc.  Each Class A Warrant  entitles  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
      entitles 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 $.75,  subject to  adjustment.  The Class A
      Warrants and the Class B Warrants  are  redeemable  by the  Company,  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,
      as reported by the National  Association of Securities  Dealers  Automated
      Quotation  ("NASDAQ") System (or the average of the last sale price if the
      Common  Stock is then  listed on the NASDAQ  National  Market  System or a
      securities  exchange),  shall  exceed  $1.00  per  share  for the  Class A
      Warrants  and  $2.00  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.  These securities were issued
      pursuant to Rule 506 of Regulation D.

14.   SUBSEQUENT EVENTS (UNAUDITED)

      On May 2, 2005,  the Company  commenced a private equity  offering,  which
      ended  December 22, 2005, to accredited  investors.  The Company sold from
      October 1, 2005 through  December 22, 2005,  3,875,000  units at $0.25 per
      unit, for an aggregate of $968,750 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 Direct,  Inc. These securities were issued pursuant to Rule 506
      of Regulation D.

      On  September  19, 2005,  the company  signed an agreement to merge with a
      public shell for exchange of 100% of the issued and outstanding  shares of
      the  company  for  20,000,000   shares  of  the  public  shell.  Upon  the
      consummation of the exchange transaction,  the company's shareholders will
      own approximately 82% of the shares of the combined company.  This type of
      exchange will be accounted for as a recapitalization of the company rather
      than as a business combination.  The historical financial statements after
      the  merger  will  be  those  of  the  company.   No  pro-forma  financial
      information is presented as the public shell has not generated any revenue
      and the amounts involved are insignificant.  The exchange  transaction has
      not been consummated at the balance sheet date.


                                      F-28
{"company-data": {"conformed-name": "Financial Media Group, Inc.", "cik": "0001107998", "irs-number": "330198542", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32923", "film-number": "06526314"}, "business-address": {"street1": "2575 MCCABE WAY", "city": "IRVINE", "state": "CA", "zip": "92614", "phone": "949-486-1711"}, "mail-address": {"street1": "2575 MCCABE WAY", "city": "IRVINE", "state": "CA", "zip": "92614"}, "former-company": [{"former-conformed-name": "Giant Jr. Investments Corp.", "date-changed": "20040617"}, {"former-conformed-name": "ESSXSPORT CORP", "date-changed": "20001205"}]}
================================================================================

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

                                    --------
                                    FORM 8-K
                                    --------

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (Date of earliest event reported): JANUARY 6, 2006

                                     0-32923
                            (Commission file number)

                           FINANCIAL MEDIA GROUP, INC.
             (Exact name of registrant as specified in its charter)

             NEVADA                                       33-0198542
    (State of incorporation)                  (IRS Employer Identification No.)

      2355 MAIN STREET, SUITE 120
           IRVINE, CA 92614                              (949) 486-1711
(Address of principal executive offices)        (Registrant's telephone number)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================
SECTION 2 - FINANCIAL INFORMATION

ITEM 2.01.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On January 6, 2006, Financial Media Group, Inc., a Nevada corporation,  ("FMG"),
completed the acquisition  (the  "Acquisition")  of WallStreet  Direct,  Inc., a
Nevada corporation  ("WSD").  The Acquisition was effected pursuant to the terms
of an Agreement  and Plan of  Reorganization,  dated  September  19, 2005,  (the
"Agreement") by and among FMG, WSD and certain  stockholders of WSD. Pursuant to
the terms of the  Agreement  FMG  acquired  all of the  issued  and  outstanding
capital stock of WSD in exchange for 20,000,000 shares of FMG common stock. Upon
the close WSD became a wholly owned  subsidiary  of FMG.  Immediately  after the
Acquisition  the former  shareholders of WSD owned  20,000,000  shares of FMG or
approximately  82% of the issued and  outstanding  shares of FMG and the current
FMG shareholders owned 4,394,530 shares or approximately  18%. In addition,  FMG
has  reserved  5,461,004  shares to be issued to WSD  warrant  holders  upon the
exercise of up to 2,730,502  Class A Warrants at an exercise  price of $1.16 per
share and up to  2,730,502  Class B Warrants at an  exercise  price of $1.74 per
share.

As part of the  Acquisition  Diego Moya and Dr. Conrad Loreto each resigned from
their  positions  as a  director  of FMG,  and Mr.  Khazali  resigned  as  Chief
Executive  Officer of FMG. Mr. Albert Aimers,  Chairman of the Board of WSD, was
appointed  Chairman  of the  Board and Chief  Executive  Officer  of FMG and Mr.
Khazali was appointed as Chief Operating Officer.  Mr. Nick Iyer,  President and
director of WSD was appointed a director of FMG

Further  information  about WSD, FMG and certain  related matters is included in
this Item 2.01 below.

OVERVIEW

WallStreet  Direct,  Inc.  ("WSD" or "The Company") is a financial media company
focused  on  applications  that  empower  the  global  investment  community  to
collaborate   directly  with  publicly  traded   companies.   The  Company  owns
www.wallst.net ("WallSt.net") a financial media website. On January 5, 2005, the
Company was incorporated in the state of Nevada. On January 15, 2005 the Company
acquired 100% of the outstanding shares of Digital WallStreet, Inc. ("Digital"),
the  operating  entity of the Company and owner and operator of  wallst.net,  in
exchange for a $3,000,000  promissory  note due and payable on January 31, 2010.
Following  the  acquisition  of Digital,  the Company  expanded  its services to
include investor  conferences,  and a newspaper that is written and designed for
investment  professionals,  as well as  acquiring  ownership  of the  wallst.net
brand, for which Digital will remain the operating entity.

wallst.net,  to date, has accumulated  500,000 unique visitors and approximately
60,000  active  members  comprised of retail  investors and members of financial
institutions.  The website  offers its members  interviews  with  management  of
publicly  traded  companies,  stock quotes and other  financial  data, an online
newsletter,  message  boards,  and  other  financial  tools  designed  to aid in
investment  decision-making  processes.  The site,  in  essence,  is a  one-stop
resource for retail and institutional investors.

wallst.net is a strong  competitor in its industry,  principally  because of the
caliber of  companies  that have  conducted  interviews  for the site.  Featured
companies include General Motors, Sun Microsystems,  UPS, and Ingram Micro, Inc.
just to name a few.

                                       2
In  addition  to its  online  platform,  Company  has  also  developed  a  print
newspaper,  which, to date has been  distributed to more than 10,000  investment
professionals  across the United  States.  In addition to receiving  advertising
revenue, the newspaper benefits from its wide distribution, name recognition and
editorial  content.  The Company has also organized several  conferences,  which
have generated  considerable  attention  from the investment  community and from
publicly traded  companies.  Presenting  companies have included,  among others,
Magnetek Inc., IPIX Corp.,  Aerogen, Inc. and MFIC Corp. These conferences serve
to build  revenues  through  registration  fees and also have become an integral
element  of the  Digital's  efforts  to build  the  wallst.net  brand  since its
inception in 2002.

Looking ahead, the Company envisions itself as a full-service investment portal,
offering its  membership  audio/video  platforms,  financial  tools and wireless
initiatives. Similar to CBS MarketWatch and Dow Jones, Inc., WSD intends to be a
global  provider of financial tools and  information,  empowering the investment
community and serving as a liaison between  publicly traded  companies and their
investors.

The Company has set in motion a plan to diversify itself across some of the most
underserved niche media markets today and establish a leadership position across
several  vertically  integrated  markets.  These  niche  markets  including  the
Company's  audio/visual  platforms,  investment  conferences and print newspaper
have  all   demonstrated   success  to  date  and  have  proven  that  they  can
significantly add to both top-line and bottom line growth.

The  Company  believes  that the  approach  is novel in its ability to tap these
niche markets and establish a leadership  position in a relatively  short period
of time. The opportunities  for WSD are numerous,  combining several of the most
exciting and innovative media and financial services today.

Research has shown that more and more  investors  are looking to the Internet as
their primary informational source. WSD has already demonstrated success through
wallst.net,   accumulating   more  than  60,000   subscribers,   its  investment
conferences,  advertising  programs,  comprehensive  financial  tools  and print
publications.  Management  is  confident  that  WSD  is on  the  right  path  to
vertically  integrate  several key markets and become a premier  resource in the
investment community.

BUSINESS

BACKGROUND

WSD is a financial media company focused on applications that empower the retail
and professional  investment  communities to collaborate  directly with publicly
traded companies from around the world.

The primary  revenue for The Company is  promotion  and  advertising  related to
marketing public companies and professional investment concerns. This is largely
facilitated   through  the  three  product  lines.

      1)    Our financial website www.wallst.net
      2)    Our Investment conferences
      3)    Print Publications and Newspaper.

These  divisions are designed to both  compliment and  vertically  integrate the
entire  Company.  The primary  focus for the Company is to provide tools for the
financial  community to research and collaborate in order better their decisions
and valued add their investment decision-making processes.

                                       3
WallStreet Direct, Inc. was incorporated in the State of Nevada in 2005 with the
mission of establishing  itself as a financial  media Company  specializing in a
premier provider of financial news, tools and original,  compelling  content for
the  global  investment  community.   Since  its  inception,   the  Company  has
implemented a strategy that  positions the Company in a unique and growing niche
market on the Internet and in print. The Company's flagship website, wallst.net,
has profiled hundreds of publicly traded companies through in-depth, informative
executive  interviews.  The  website has gained a loyal  following  of more than
500,000 unique visitors and 60,000 active members, and is frequently  referenced
by both casual retail  investors and  investment  professionals  from around the
world.

wallst.net serves as a one-stop resource for retail and institutional investors.
Unlike many of our competitors,  wallst.net stands apart from its competition in
our  specialization  of audio interviews and because of our key intense focus on
editorial  merit of  interviews.  Within  two  years of its  inception,  we have
featured  exclusive audio  interviews in some of the largest and most successful
publicly traded global companies such as General Motors, Sun Microsystems, Taser
International,  UPS, Ingram Micro, Inc.,  Schnitzer Steel Industries,  Inc., and
Monster  Worldwide,  Inc. The Company has now become a stable of interviews with
some of the largest companies in the world.

Management believes that our other key difference is our innovative database and
tracking  system,  which  allows our client base to track the  progress of their
advertising  campaigns.  Our IT  professionals  have  developed  one of the most
unique, proprietary tracking and database platforms

MARKET OPPORTUNITY

                                       4
Financial   media  is  operating  under  a  new  environment  and  requires  new
approaches.   WSD  services  offer  complete  end-to-end   solutions  delivering
straight-from-the-source communications that combine audio, video and multimedia
platforms.  WSD offers a full range of options to provide both live and archived
Internet    broadcasts   of   companies'   events   including   audio,    video,
teleconferencing,  and transcripts of web cast interviews to enrich the viewers'
experience.

SEVERAL FACTORS BOLSTERING THE COMPANY'S GROWTH PROSPECTS:

      REGULATORY PRESSURES CONTINUE TO BUILD: Regulation Fair Disclosure and the
      Sarbanes-Oxley   Act  have  changed  the  landscape  of  media   relations
      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.

      MORE  DEMANDING  INVESTORS:  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.

      INVESTORS USE WEB SITES AND PREFER E-MAIL:  In a study conducted by Kraker
      & Company,  over 40% of the analysts  surveyed said they use corporate Web
      sites  daily.  According  to a 2003 IR  Magazine  survey,  80% of buy side
      investors  and  92%  of  sell-side  analysts  prefer  to  receive  Company
      information via e-mail and over half prefer information  delivered via the
      Internet.

      INVESTORS WANT OPEN AND TRANSPARENT COMPANIES According to a 2002 McKinsey
      & Co. Global  Investors  Opinion Survey,  80% of investors  responded that
      they would pay a premium for companies that are visibly well governed.

                                       5
THE  COMPANY'S  BUSINESS  MODEL IS BASED ON  SERVING  TWO  COMPLEMENTARY  TARGET
MARKETS.

TARGET MARKET ONE - SMALL CAP COMPANIES SEEKING BETTER EXPOSURE TO INVESTORS
Small and micro cap  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 their  profile,  but many small and micro 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 micro cap  companies  are broad and range from the design,  development  and
maintenance of investor awareness oriented websites to the creation of effective
on-line advertising  campaigns.  WSD has become a significant  provider of these
types of services.

TARGET MARKET TWO - INVESTORS SEEKING RELIABLE AND EXTENDED INFORMATION
Investors have difficulty obtaining timely,  accurate investment  information on
small and micro cap  companies  due to a lack of objective  news  sources.  Most
media  organizations,  investment  firms and  brokerage  houses  tend to focus a
significant majority of their attention on larger public companies. As a result,
small and micro cap  investors  have not had  access to the level of  non-biased
third party information or traditional  sources of Company research reports they
desire.  This  lack of  information  is  coupled  with the  increasing  shift of
investors   from   traditional   retail   brokerages  to  discount  and  on-line
alternatives.   This  shift  has  created  an  increased  interest  in  personal
investment  research  on the part of  individual  investors.  However,  investor
interest  in the  small and micro cap  sectors  has not been  accompanied  by an
increased  coverage  of the small and micro cap  sectors by  traditional  media,
traditional  brokerage  firms or  alternative  on-line and  discount  investment
service providers. As a result,  investors have turned to other resources on the
Internet as a method of obtaining  the timely  financial  information  needed to
make investment  decisions.  Our subscriber base is widely spread geographically
in the United States,  Canada and abroad and includes investors from many facets
including - retail investors,  non-accredited and accredited investors, lawyers,
brokers,  accountants,  senior management of publicly traded companies and other
members of financial communities.

To meet the needs of two complementary  target markets,  WSD has undertaken many
strategic initiatives, which have the potential for growth and profitability. In
order to facilitate a nucleus for these target markets,  we utilize  wallst.net,
which  provides a wide range of services to  investors  interested  in small and
micro cap companies and markets. A significant feature which  differentiates our
website from other  financial  websites is use of our  expertise in the areas of
multi-media,  journalism  and  investor  awareness.  Services  on the  site  are
currently  offered to members on a free trial basis and we are projecting future
revenues will arise from the  conversion of viewers of the site into  purchasers
of  subscription-based  services.  In addition to web-based  solutions,  we also
provide senior  management of publicly traded companies  various other platforms
to communicate and interact with retail investors and other members of financial
communities.  These  platforms  include our newspaper or print media,  small cap
conferences  and seminars,  which are held  throughout  the year in major cities
like New York, Los Angeles, etc.

By satisfying its viewers' investment information needs, WSD seeks to become the
dominant single source of small and micro cap multi-media  information center on
the  Internet.  Our  website is  designed  to provide  users with a  stimulating
interactive  experience,  which  encourages  them to return to the  website on a
frequent basis.  The essence of our staff's effort is to provide an on-line home
which  wins the  loyalty  of viewer  members.  The  information  on our  website

                                       6
includes  detailed profiles of companies,  industry news, stock quotes,  charts,
daily market  reports,  news  releases and other  investment  tools.  Content is
usually  based  around  themes  of  interest  and is  displayed  as  audio/video
interviews  of senior  management  of  publicly  traded  companies,  editorials,
newsletters, small cap conferences & seminars, news, etc.

Companies  featured  and profiled on our website are  multi-tiered  and includes
both general interest and industry-specific areas including:

       Biotech/Healthcare;
       Computers/Telecommunications;
       Consumer Goods; Energy/Resources;
       Financial Services;
       Food & Beverage;
       Insurance;
       Internet;
       Leisure/Entertainment;
       Manufacturing; Precious Metals
       Services and Transportation

The Company intends to become a primary facilitator between senior management of
micro and small cap companies and investors  looking for high growth  investment
opportunities through integration of investor awareness and multi media. We have
successfully  carried out  assignments  for many  well-known  names in small cap
universe. In addition, we have had the privilege of serving larger cap companies
such as Domino's Pizza, General Motors, and Sun Microsystems.

INVESTOR AWARENESS:
One of our most significant and profitable operations is providing  full-service
financial media  consulting to privately held and publicly traded companies with
customized  investor awareness  programs.  Our years of experience in navigating
the public markets provide  clients with relevant  statistics and information on
their corporate image,  investor out-reach  programs and media strategies.  As a
result  of our  services  and  consulting  assignments  we are able to  generate
awareness of publicly traded  companies in the media and financial  communities.
We pride  ourselves on our expertise in building  relationships  between  public
companies and the active investment community through several key platforms:

(a) Audio & Video of Interviews of Senior Management
(b) Press Release Dissemination
(c) Newsletters & Editorials
(d) Small Cap Conferences & Seminars
(e) Print Publications

We work closely with our clients to provide  them  opportunity  to reach out and
effectively  communicate to more than 500,000 unique  visitors and 60,000 active
members or a pre-qualified  audience of investors who have specifically opted-in
to receive information about high growth investment opportunities.

                                       7
(a) AUDIO & Video of Interviews  of Senior  Management:  The site  currently has
60,000  users  and  prospective  members  register  on to  listen  to one of our
interviews with a  well-established,  publicly traded Company. We typically will
put out a press announcing the audio interview with a tier one Company to aid in
the  awareness of the conducted  interview.  These audio  interviews  become the
staple of the entire site as it is our freshest,  and most  compelling  content.
This is the engine, which continues to drive our traffic

(B)  PRESS  RELEASE  DISSEMINATION:  We  are  determined  to  provide  the  best
distribution possible at a fair price to enhance investor awareness and increase
interest in a Company's stock.  Since every Company has different needs, we have
designed our press release packages to deliver quality  editorial  content and a
cost-effective platform to reach the masses. Our press releases have helped both
small-cap  companies  and larger  publicly  traded  entities  gain  exposure and
increase their investment communities.

(C)  NEWSLETTERS  & EDITORIALS:  Our  editorial  staff offers a high quality and
enriched  newsletter and on companies we profile on  wallst.net.  We produce our
Weekly stock  Bulletin,  which includes weekly  financial  commentary as well as
profiles on ten companies that we have profiled.  Management  believes that this
will add to the long-term value of the site. The newsletter is another  platform
to drive  advertising  revenues,  and  serves as an  integral  component  of our
investor awareness campaigns.

(D) SMALL CAP CONFERENCES & SEMINARS:  Unique and effective  platform for senior
management to network with members of financial community,  lawyers, accountants
and senior management of other companies.

                                       8
(E)  PUBLICATIONS:  The  Company  aims to be the  leading  source  of  strategic
information,   intelligence  and  editorial  content  for  senior  managers  and
institutional  and  individual  investors.  The  first  issue  of  our  business
newspaper,  wallst.net  Digest was launched in November 2004 and was distributed
to more than 7000 investment professional nationwide.

The Company intends to be an integrated  print and online  operation,  aiming to
give greater insight into publicly traded companies and their CEOs' visions. The
newspaper will be printed monthly from Irvine,  California as a 40-page dossier.
The newspaper will be available for a  subscription  fee ranging from $60.00 per
year, which is subject to change depending on the demand going forward.

The Company  intends to distribute  the newspaper  through our own  distribution
channels,  initially targeting members of financial communities and subsequently
expanding our target audience to general public. We also anticipate  increase in
advertising  revenue  from this  venture,  which is  subject  to our  success in
publishing, distributing and expanding in a cost-effective manner.

ADVERTISING:

WSD currently serves many corporate clients, and offers them a one-stop solution
for their Internet corporate disclosure and corporate advertising  requirements.
Clients  can sign a short or  longer-term  agreement,  and are  featured  on our
website,  newsletter and email  disseminations  thereby gaining  exposure to our
users and enlarging the scope of their own investment  community.  We update our
websites  with  corporate  information  helping  satisfy  SEC  requirements  for
continuous disclosure on the Internet.  Management expects this area of business
to grow in  light of  recent  SEC  pronouncements  requiring  improved  Internet
disclosure for our subscribers and clients,  which will cause an increase in the
appeal of this offering.  Revenues  derived from the website  include banner and
button  advertising  on  the  website  and  on  targeted  communications  to our
community.  Other  advertising  sources  are from press  release  dissemination,
weekly  newsletter,  and free  email  access  to all  subscribers  and small cap
conferences.  We intend to maintain  both the quality and size of the  community
and the range of products we offer.  Our Proprietary  Banner  management  system
works  similar to our audio  tracking  system only in reverse.  While our system
will provide good data to advertisers,  the purpose is to empower our clients to
modify their advertisings to more productive direct responses.

                                       9
LEVEL II QUOTES

Another   platforms   currently  in  development,   which  will  allow  for  the
establishment of real time Level II feeds.  Management  believes that the retail
investment community is becoming more and more sophisticated.  The demand across
the spectrum for Level II data is swelling. Management believes that it's growth
will be  increased  by being one of the first to offer this data for the broader
networks.

COMMUNITY:

ONLINE

Our online  flagship is  wallst.net.  The site is becoming  one of the  industry
leaders in CEO interviews, quotes, charts, proprietary email platforms, wire and
press  release  services,  news  and  company  commentary  and  level 2  quotes.
Wallst.net  news and press  releases  are  picked up by leading  search  engines
including Yahoo, Bloomberg,  Dow Jones, Reuters, CNBC, MSN, and CBS MarketWatch,
as well as many major media outlets such as The Washington Post, the Los Angeles
Times and The New York Times.

EMAIL PLATFORM

Wallst.net has developed a proprietary web mail platform similar those on Yahoo,
MSN/Hotmail  and  Mail.com.  Management  believes  that  the  advantage  of this
platform will be the  availability  of an attractive  vanity email address,  for
example John@wallst.net. It is believed that once this is properly rolled out it
will  be very  successful  within  the  financial  community  similar  to  other
vocational  email  platforms  such  as  Dr.com,  Consultant.com,   Engineer.com,
Accountant.com, Hairdresser.com, and Lawyer.com.

EMPLOYEES

As of January 10, 2006, we employed 26 people on a full-time  basis.  Management
consists  of three  people,  our sales  department  consists  of 13 people,  the
editorial staff consists of four people,  our tech  department  consists of four
people and we have an administration staff of two people.

REGULATORY ISSUES

We are  not  subject  to  governmental  regulation  in our  Internet  publishing
efforts,  nor do we know of any pending  legislation  or  regulation,  which may
impose regulatory  requirements on out Internet  activities,  other than privacy
laws.  We believe that we are in  compliance  in all material  respects with all
laws,  rules,  regulations and requirements  that affect our business,  and that
compliance with such laws, rules, regulations and requirements does not impose a
material impediment on our ability to conduct our business.

FORWARD-LOOKING STATEMENTS

Certain  statements  contained herein  constitute  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities  Act") and Section 21E of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange Act"). These forward-looking statements can be identified
by the use of predictive,  future-tense or  forward-looking  terminology such as
"believes,"  "anticipates,"  "expects,"  "estimates," "plans," "may," "intends,"
"will," or similar terms.  These statements appear in a number of places in this
report  and  include  statements   regarding  the  intent,   belief  or  current
expectations  of the Company,  its  directors  or its officers  with respect to,
among other things:  (i) trends affecting the Company's  financial  condition or
results of operations, (ii) the Company's business and growth strategies,  (iii)
the Internet and Internet  commerce,  and (iv) the  Company's  financing  plans.
Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
projected in the  forward-looking  statements.  The preceding  discussion of the
financial  condition and results of operations of the Company  should be read in
conjunction  with the financial  statements and notes related  thereto  included
elsewhere in this report.

DESCRIPTION OF PROPERTY

INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND DOMAIN NAMES
The Company owns the domain names  www.wallst.net and  www.18004wallst.com.  The
Company  believes  its  ownership  of  these  domain  names  gives  it  adequate
protection over them and it intends to keep them in its possession.

                                       10
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 and  internationally.  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 4,322 sq. feet of office space in a
brick and glass  modern  building in Irvine,  California.  The Company has a two
year lease expiring in August 2007 at a monthly rental of $9,338.  The Company's
facilities are fully used for current operations.

ACQUISITION OF DIGITAL AND RELATED PARTY TRANSACTION

On  January  5,  2005,  Albert  Aimers,  Nick Iyer and Hak Leng Sok  formed  the
Company.  On January 15, 2005 the Company  acquired all of the capital  stock of
Digital  WallStreet  Inc.  from Albert  Aimers,  its principle  shareholder,  in
exchange for a $3 million  promissory note (the "Note") to Mr. Aimers.  The Note
carries interest at 6% per annum and is due and payable on January 31, 2010.

RISKS FACTORS

You  should  carefully  consider  the risks  described  below,  as well as other
information in this report,  when evaluating our business and future  prospects.
If any of the following risks actually occur, the Company's business,  financial
condition and results of operations  could be seriously  harmed.  In that event,
the market price of our common stock could decline and  stockholders  could lose
all or a portion of the value of their investment in FMG's common stock.

RISKS RELATED TO OUR BUSINESS:

THE  DIMINUTION  OR LOSS,  MISAPPROPRIATION  OR LEGAL  CLAIMS ON THE BRAND  NAME
"WALLST.NET" WOULD HAVE A MATERIAL ADVERSE AFFECT ON OUR BUSINESS.

                                       11
We are highly  dependent on our brand name  "Wallst.net"  for the success of our
venture.  We believe 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.

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

We hold 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 we
could 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:

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

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

WE COULD EXPERIENCE  SEASONAL AND CYCLICAL FACTORS  INCLUDING BUT NOT LIMITED TO
ECONOMY, STOCK MARKET CONDITION AND GEO-POLITICAL RISKS ON OUR BUSINESS.

We believe 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,
we may experience lower revenues  subject to  deteriorating  economic and market
conditions. Furthermore, traffic levels on our web site typically fluctuate with

                                       12
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 our
audience size.

THERE IS INTENSE COMPETITION FOR WEB-BASED BUSINESS AND FINANCIAL CONTENT AND WE
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. We expect
this  competition  to continue to  increase.  We compete 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 our business.

WE WILL NEED TO ESTABLISH AND MAINTAIN  STRATEGIC  RELATIONSHIPS  WITH OTHER WEB
SITES TO ATTRACT USERS, ADVERTISERS AND CONTENT

We  depend 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 we may not be able to
enter into such  relationships on commercially  reasonable terms or at all. Even
if  we  enter  into  distribution  relationships  with  these  web  sites,  they
themselves may not attract significant numbers of users. Therefore, our site may
not receive additional users from these relationships.  Moreover, we may have to
pay significant fees to establish these relationships.

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

WE  ARE  SIGNIFICANTLY  INFLUENCED  BY  OUR  OFFICERS,  DIRECTORS  AND  ENTITIES
AFFILIATED WITH THEM.

In the aggregate, ownership of FMG shares by management represents approximately
71% 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.  Our future performance
is dependent on the ability to retain key personnel.  The Company 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.

                                       13
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.

WE DEPEND ON OUR DIRECT SALES FORCE TO SELL ADVERTISING ON OUR WEB SITE

We have created our own internal sales force.  As of January 10, 2006, our sales
group had 13 members.  We depend on our sales force to sell  advertising  on our
web site. This involves a number of risks:

      our sales personnel have only worked for us for a short period of time;
      our need to further increase the size of our sales force;
      our ability to hire, retain,  integrate and motivate  additional sales and
      sales support personnel;
      the length of time it takes new sales personnel to become productive;
      and the  competition we face from other  companies in hiring and retaining
      sales personnel.

Our business  would be  adversely  affected if we do not develop and maintain an
effective sales force.

WE DEPEND ON ADVERTISERS  FROM THE FINANCIAL  INDUSTRY AND WE MAY NOT SUCCEED IN
ATTRACTING ADVERTISERS FROM OTHER INDUSTRIES

Publicly  traded  companies have accounted for the  substantial  majority of our
advertising  revenues. We will need to sell advertising to customers outside our
client  base in  order  to  increase  our  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 we do not attract  advertisers from other  industries,  our
business could be adversely affected.

OUR SYSTEMS MAY NOT BE ABLE TO  ACCOMMODATE  INCREASES IN THE NUMBER OF USERS OF
OUR SERVICES

In the past, our web site has experienced  significant increases in traffic when
there are noteworthy business or financial news stories. In addition, the number
of our users has  continued to increase  over time and we are seeking to further
increase our user base.  Therefore,  our web site must accommodate a high volume
of traffic and deliver frequently updated  information.  Our web site has in the
past and may in the future  experience  slower  response times or other problems
for a variety of reasons.

Our 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,  our users  depend  on  Internet  service  providers,  online  service
providers and other web site operators for access to our 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 our systems.
These types of  occurrences  could  cause users to perceive  our web site as not
functioning  properly and  therefore  cause them to use other  methods to obtain
their business and financial news and other information.

                                       14
IF WE DO NOT DEVELOP NEW AND ENHANCED SERVICES AND FEATURES FOR OUR WEB SITE, WE
MAY NOT BE ABLE TO ATTRACT AND RETAIN A SUFFICIENT NUMBER OF USERS

We  believe  that our web site  will be more  attractive  to  advertisers  if we
develop  a  larger  audience  comprised  of  demographically   favorable  users.
Accordingly,  we intend to  introduce  additional  or  enhanced  services in the
future  in order to retain  our  current  users and  attract  new  users.  If we
introduce a service that is not  favorably  received  our current  users may not
continue  using our  service  as  frequently.  New  users  could  also  choose a
competitive service over ours.

We may  also  experience  difficulties  that  could  delay  or  prevent  us from
introducing  new services.  Furthermore,  these services may contain errors that
are discovered  after the services are introduced.  We may need to significantly
modify the design of these services on our web site to correct these errors. Our
business  could  be  adversely   affected  if  we  experience   difficulties  in
introducing new services or if users do not accept these new services.

WE NEED AND MAY BE UNABLE TO OBTAIN  ADDITIONAL  FUNDING ON SATISFACTORY  TERMS,
WHICH COULD DILUTE OUR STOCKHOLDERS OR IMPOSE BURDENSOME FINANCIAL  RESTRICTIONS
ON OUR BUSINESS.

The  development  of  our  product  candidates  will  require  a  commitment  of
substantial  funds in excess of the  proceeds  of from the  Private  Offering to
conduct  the costly  and  time-consuming  research,  pre-clinical  and  clinical
testing  necessary  to obtain  regulatory  approvals  and bring our  products to
market. Our future capital requirements will depend on many factors,  including:
the progress of our research and development programs;  the progress,  scope and
results of our pre-clinical and clinical testing;  the time and cost involved in
obtaining   regulatory   approvals;   the  cost  of  manufacturing  our  product
candidates;  the cost of prosecuting,  defending and enforcing patent claims and
other  intellectual   property  rights;   competing   technological  and  market
developments;  and our ability to establish and maintain collaborative and other
arrangements with third parties to assist in bringing our products to market and
the cost of such arrangements.

We will  need to  raise  substantial  additional  capital  to  fund  our  future
operations.  We 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 we raise 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 our common stock.  Fluctuating  interest
rates could also increase the costs of any debt financing we may obtain.

Failure to  successfully  address  ongoing  liquidity  requirements  will have a
material adverse effect on our business.  If we are unable to obtain  additional
capital on acceptable terms when needed, we may be required to take actions that
harm our business and our ability to achieve cash flow in the future,  including
possibly  the  surrender  of  our  rights  to  some   technologies   or  product
opportunities, delaying our clinical trials or curtailing or ceasing operations.

OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

Our business  strategy  envisions a period of rapid growth that may put a strain
on our  administrative,  operational  resources  and funding  requirements.  Our
ability to  effectively  manage growth will require us to continue to expand the
capabilities of our operational  and management  systems and to attract,  train,
manage and  retain  qualified  engineers,  technicians,  salespersons  and other
personnel. There can be no assurance that we will be able to do so, particularly

                                       15
if our losses continue and we are unable to obtain sufficient  financing.  If we
are unable to successfully manage our growth, our business, prospects, financial
condition and results of operations could be adversely affected.

WE OPERATE  WITHIN A HIGHLY  COMPETITIVE  AND COMPLEX MARKET THAT IS DIRECTLY OR
INDIRECTLY AFFECTED BY MARKET RISKS AND REGULATIONS.

Financial media is extremely  competitive and fragmented industry.  The industry
can be  significantly  affected  by many  factors,  including  changes in local,
regional,  and national economic  conditions,  changes in consumer  preferences,
brand name  recognition,  marketing  and the  development  of new and  competing
financial media Company. We expect that existing businesses that compete with us
and have greater  financial  resources  than us will be able to  undertake  more
extensive  marketing  campaigns and more aggressive  advertising  sales policies
than us, thereby  generating more attention to their Company and website.  These
competitive  pressures  could have a material  adverse  effect on our  business,
prospects, financial condition, and results of operations.

RISKS RELATED TO OUR INDUSTRY

WE  DEPEND  ON THE  CONTINUED  GROWTH  IN THE USE OF THE WEB,  PARTICULARLY  FOR
FINANCIAL NEWS AND INFORMATION

Our 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.

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.

WE DEPEND ON THE SALE OF  ADVERTISEMENTS  ON OUR WEB SITE AND IF WEB ADVERTISING
DOES NOT BECOME ACCEPTED, OUR BUSINESS WOULD BE HARMED

We expect to derive a substantial  amount of our 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. Our 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

                                       16
impression-based  advertising  comprises a  substantial  majority of our current
advertising revenues. Our advertising revenues could be adversely affected if we
are 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 WORLD WIDE
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 our 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.  Because many of our advertisers  seek to advertise on our web site to
encourage  people to use the web to purchase  goods or  services,  our  business
could be adversely affected.
We may also incur  significant  costs to protect  against the threat of security
breaches or to alleviate problems caused by such breaches.

WE COULD FACE LIABILITY FOR THE INFORMATION DISPLAYED ON OUR WEB SITE

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

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") under
the  symbol  "FNGP.OTCBB"  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.

                                       17
Fiscal Year Ending August 31, 2004              High Bid               Low Bid
----------------------------------              --------               -------
   Quarter Ending November 30, 2003             $0.10                  $0.015
   Quarter Ending February 28, 2004             $0.10                  $0.04
   Quarter Ending May 31, 2004                  $0.08                  $0.02
   Quarter Ending August 31, 2004               $0.006                 $0.007

Fiscal Year Ending August 31, 2005
   Quarter Ending November 30, 2004             $0.78                  $0.30
   Quarter Ending February 28, 2005             $1.20                  $0.35
   Quarter Ending May 31, 2005                  $0.74                  $0.15
   Quarter Ending August 31, 2005               $0.25                  $0.17

Fiscal Year Ending August 31, 2006
   Quarter Ending November 30, 2005             $1.46                  $0.17
   As of January 10, 2006                       $1.40                  $0.70

Holders

On January 10, 2006, there were  approximately 540 shareholders of record of the
Registrant's common stock.

On December 2, 2004, the Registrant's  stockholders approved an amendment to the
Registrant's  Articles of  Incorporation  to a reverse-split of the Registrant's
issued and outstanding common stock 100 to 1.

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 January 10, 2006 there were approximately 24,394,530 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.

DIRECTORS AND EXECUTIVE OFFICERS, MANAGEMENT OF FMG.

Set forth below is  information  with  respect to our  directors  and  executive
officers as of January 10, 2006.

NAME                   AGE   POSITION
-------------------    ---   -------------------------------------------------
Albert Aimers          43    Chairman of the Board and Chief Executive Officer
Javan Khazali          42    Chief Operating Officer, Chief Financial Officer
                             and Director
Tyson Le               26    Secretary
Dato'Sri Ram Sarma     52    Director
A. Chandrakumanan      42    Director
Nick Iyer              27    Director
Tom Hemingway          47    Director

                                       18
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 has been Chief Financial 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.

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.

                                       19
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 University of New York at Stony Brook.

TOM  HEMINGWAY  became a director 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
Mergence  Corporation (OTCBB:  MRGN). He was a co-founder of eSynch (NASD: ESYN)
and served as its CEO from 1998 until 2003.  From 1995 to 1998, he was president
of Intermach Corporation. Mr. Hemingway is a member of the Presidents Council of
Economic  Review.  Mr.  Hemingway  completed his studies at State University New
York,  in Albany,  New York and  attended San  Francisco  State  University  for
additional courses.

BOARD 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of the Company's
Common Stock as of January 10, 2006 - (a) each director of the Company, (b) each
person known to the Company to be a  beneficial  owner of more than five percent
(5%) of its Common Stock,  and (c) all  executive  officers and directors of the
Company as a group.

                                                   No. of shares
  Name                                             Beneficially       Percent of
                                                   Owned              Class
  ------------------------------------------------------------------------------
  Albert Aimers, Chairman, CEO                   15,072,250(1)      61.7%
  Javan Khazali, COO, CFO and Director            1,325,000(2)       5.4%
  Tyson Le, Secretary                                     0            0
  Dato'Sri Ram Sarma, Director                       42,799(3)         *
  A. Chandrakumanan, Director                        42,799(4)         *
  Tom Hemingway, Director                                 0            0
  Nick Iyer, Director                               863,400          3.5%
  Smart Energy Group, Inc.                        3,000,000         12.3%
  Officers and Directors as
  a Group (7 individuals)                        17,346,248           71%

  *  Less than 1%

                                       20
(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)   Subsequent  to  the  Acquisition,   AMC  Capital  Group,   Inc.   ("AMC"),
      transferred 1,300,000 shares to Mr. Khazali. AMC's intent was to provide a
      greater  incentive for the Chief Operating  Officer of the Company without
      diluting current shareholders.

(3)   Includes  39,699 shares owned by Kres Private Ltd., a Company of which Mr.
      Sarma owns 50% interest.  (4) Includes 39,699 shares owned by Kres Private
      Ltd., a Company of which Mr. Chandrakumanan owns 50% interest.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES.

On December 22, 2005, the Company  closed a private  placement of its Units at a
purchase price,  after  accounting for the  Acquisition,  of $.58 per Unit under
Rule 506 of  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended, to "accredited investors" as such term is defined under such Regulation
D ("Private  Offering").  Each Unit consists of one share of common  stock,  one
Class  A  warrant  exercisable  at  $1.16  per  share  and one  Class B  warrant
exercisable  at $1.74 per share.  The actual number of Units sold was 2,730,502,
which represented gross proceeds of $1,581,250.

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

                                       21
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
Regulation D, there under.

In addition,  pursuant to the terms of the  Agreement,  (i) each share of common
stock,  par value $.001, of WSD outstanding  immediately  prior to the effective
time of the Acquisition  was,  exchanged for  approximately  .4317 shares of FMG
common stock,  par value $.001 per share,  so that at the effective  time of the
Acquisition,  FMG became the holder of all of the issued and outstanding  shares
of WSD. In addition, Class A warrants to purchase 2,730,502 shares of FMG common
stock and Class B warrants to purchase  2,730,502  shares of FMG common stock at
exercise prices of $1.16 per share and $1.74 per share, respectively were issued
to the WSD warrantholders in accordance with the Agreement. The issuance of such
shares and warrant was made in reliance on the exemption  from the  registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
and/or Regulation D thereof.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)   Financial statements of businesses acquired.

      Audited Financial Statements of WallStreet Direct, Inc.

      Report of Independent Registered Public Accounting Firm
      Balance Sheet at December 31, 2004
      Statements of Operations for the years ended December 31, 2003 and 2004
      Statement of Changes in Shareholders'  Equity/Deficit  for the years ended
      December 31, 2003 and 2004.
       Statements of Cash Flows for the years ended December 31, 2003 and 2004.
      Notes to Financial Statements

      Unaudited Financial Statements of WallStreet Direct, Inc.

      Condensed Balance Sheet at September 30, 2005 (unaudited)
      Condensed  Statements  of Operations  for the Nine Months Ended  September
      September 30, 2005 and 2004 (unaudited)
      Condensed Statements of Cash Flows for the Nine Months Ended September 30,
      2005 and 2004 (unaudited)
      Notes to Condensed Financial Statements (unaudited)

(b)   Pro Forma Financial Information.

      The pro forma financial  information  required by Article 11 of Regulation
      S-X has not been presented because the Registrant had no operations at the
      time of the reverse-merger acquisition.

                                       22
(d)   Exhibits.

            NO.1        TITLE
            ----        --------------------------------------------------------
            2.1         Agreement and Plan of Reorganization between the Company
                        and Wallstreet Direct, Inc. dated September 19, 2005.(1)

            2.2         Amendment to the  Agreement  and Plan of  Reorganization
                        between the Company and  Wallstreet  Direct,  Inc. dated
                        September 21, 2005. (1)

            2.3         Second   Amendment   to  the   Agreement   and  Plan  of
                        Reorganization   between  the  Company  and   Wallstreet
                        Direct, Inc. dated December 19, 2005.

            2.4         Third   Amendment   to  the   Agreement   and   Plan  of
                        Reorganization   between  the  Company  and   WallStreet
                        Direct, Inc. dated December 22, 2005.

            99.3        Press Release dated January 11, 2006.

----------
(1)   Previously filed

                                       23
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                     FINANCIAL MEDIA GROUP, INC.

Date: January 11, 2006                               /s/ ALBERT AIMERS
                                                     ---------------------------
                                                     Albert Aimers,
                                                     Chief Executive Officer

                                       24
Report of Independent Registered Public Accounting Firm

To the Board of Directors of:
Wallstreet Direct, Inc. and Subsidiary

We have  audited  the  accompanying  consolidated  balance  sheet of  Wallstreet
Direct,   Inc.  and  subsidiary  as  of  December  31,  2004,  and  the  related
consolidated  statements  of  operations  and  comprehensive  loss,  changes  in
stockholders'  equity  (deficit) and cash flows for the years ended December 31,
2004  and  2003.  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 audit.

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 Wallstreet Direct,
Inc. and  subsidiary  as of December 31, 2004 and the results of its  operations
and its cash flows for the years ended  December 31, 2004 and 2003 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in the notes to
the  consolidated  financial  statements,  the Company's  significant  operating
losses and  insufficient  capital raise  substantial  doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described  in  the  notes  to  the  consolidated   financial   statements.   The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ Kabani & Company, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California
January 3, 2006

                                      F-1
DIGITAL WALLSTREET, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS

CURRENT ASSETS:
     Cash & cash equivalents                                          $  13,021
     Marketable securities                                              132,195
     Other current assets                                                 5,220
     Note receivable                                                    103,825
                                                                      ---------
          Total assets                                                $ 254,261
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                 $  56,188
     Due to customers                                                    12,750
     Deferred revenue                                                    48,894
     Other liability                                                      9,875
     Accrued expenses                                                   305,786
                                                                      ---------
          Total current liabilities                                     433,493

Commitments and contingencies

STOCKHOLDERS' DEFICIT
     Common stock                                                        10,000
     Unrealized loss on marketable securities                           (62,494)
     Accumulated deficit                                               (126,738)
                                                                      ---------
          Total stockholders' deficit                                  (179,232)
                                                                      ---------
          Total liabilities and stockholders' deficit                 $ 254,261
                                                                      =========

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

                                       F-2
DIGITAL WALLSTREET, INC.
                             STATEMENT OF OPERATIONS
                               FOR THE YEARS ENDED

                                                               DECEMBER, 31
                                                         ----------------------
                                                            2004         2003
                                                         ---------    ---------
Net revenues                                             $ 915,160    $ 252,659
                                                         ---------    ---------
Operating expenses
         Marketing and promotional                         142,686       57,586
         General and administrative                        746,875      311,011
                                                         ---------    ---------
                  Total operating expenses                 889,562      368,597
                                                         ---------    ---------
Income (Loss) from operations                               25,598     (115,938)

Non-Operating Income (Expense):
        Interest expense                                    (7,000)      (3,500)
        Interest income                                      5,290           10
        Gain (Loss) on sale of marketable securities       (20,455)         287
                                                         ---------    ---------
                  Total non-operating income (expense)     (22,165)      (3,203)
                                                         ---------    ---------
Income (Loss) before provision for income taxes              3,433     (119,142)

  Provision for income tax                                     800          800
                                                         ---------    ---------
Net Income (Loss)                                            2,633     (119,942)

Other comprehensive gain (loss):
        Reclassification adjustment                            796           --
        Unrealized gain (loss) on marketable securities    (61,698)        (796)
                                                         ---------    ---------
Comprehensive loss                                       $ (58,270)   $(120,737)
                                                         =========    =========
Basic and diluted net income (loss) per share                 0.04        (1.60)
                                                         =========    =========
Weighted average shares of share capital outstanding
  - basic and diluted                                       75,000       75,000
                                                         =========    =========

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

                                       F-3
DIGITAL WALLSTREET, INC.
                             STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2004

                                              COMMON STOCK
                                          --------------------                                      TOTAL
                                          NUMBER OF              COMPREHENSIVE  ACCUMULATED      STOCKHOLDERS'
                                           SHARES      AMOUNT     GAIN (LOSS)     DEFICIT      EQUITY (DEFICIT)
                                          ---------   --------   -------------  ------------   ---------------
Balance at December 31, 2002                 75,000   $ 10,000   $          --  $     (9,429)  $            571

Comprehensive loss                               --         --            (796)           --               (796)

Net Loss                                         --         --              --      (119,942)          (119,942)

                                          ---------   --------   -------------  ------------   ----------------
Balance at December 31, 2003                 75,000     10,000            (796)     (129,371)          (120,167)

Unrealized loss on marketable securities         --         --         (61,698)           --            (61,698)

Net income                                       --         --              --         2,633              2,633
                                          ---------   --------   -------------  ------------   ----------------
Balance at December 31, 2004                 75,000   $ 10,000   $     (62,494) $   (126,738)  $       (179,232)
                                          =========   ========   =============  ============   ================

                  The accompanying notes are an integral part of these financial statements.
F-4
DIGITAL WALLSTREET, INC.
                            STATEMENTS OF CASH FLOWS
                               FOR THE YEARS ENDED
DECEMBER 31,
                                                              ----------------------
                                                                 2004         2003
                                                              ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                        $   2,633    $(119,942)
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
          Expenses paid with marketable securities               11,819           --
          Revenues in exchange of marketable securities        (521,196)    (136,838)
          (Gain) loss on sale of marketable securities           20,455         (287)
          (Increase) decrease in current assets:
                Receivables                                       7,000       (7,000)
                Receivable from shareholder                          --          450
                Other current assets                             (5,220)          --
          (Decrease) increase in current liabilities:
                Accounts payable and accrued expense            226,569      135,405
                Deferred Revenue                                  7,143           --
                                                              ---------    ---------
                  Net cash used in operating activities        (250,797)    (128,212)
                                                              ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Cash paid for a note receivable                      (103,825)          --
          Cash paid to purchase marketable securities          (175,933)     (66,699)
          Cash received from sale of marketable securities      537,096      201,270
                                                              ---------    ---------
                  Net cash provided by investing activities     257,338      134,571
                                                              ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Payment of a loan to the shareholder                  (17,766)          --
          Cash received from the shareholder                         --       17,766
                                                              ---------    ---------
                  Net cash provided (used)
                   by financing activities                      (17,766)      17,766
                                                              ---------    ---------
NET DECREASE IN CASH & CASH EQUIVALENTS                         (11,225)      24,125

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                       24,246          121
                                                              ---------    ---------
CASH & CASH EQUIVALENTS, ENDING BALANCE                       $  13,021    $  24,246
                                                              =========    =========
The accompanying notes are an integral part of these financial statements.

                                         F-5
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

1.    ORGANIZATION AND NATURE OF OPERATIONS

      Digital  WallStreet,  Inc.  ("Company") 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 empower 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  business  newspaper   "wallst.net
      Digest".  The  Company  provides  a  full  array  of  customized  investor
      awareness   programs  such  as  audio  and  video  of  senior   management
      interviews;   press  releases;   newsletters  and  editorials;  small  cap
      conferences and seminars; E-mail mailings and forums.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Use of estimates

      In  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
      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 materially differ from those estimates.

      Revenue recognition

      The Company  generates its revenue from  advertising  products  related to
      marketing public companies and  professional  investment  concerns through
      its financial media website.

      Advertising  products  consist  of  Web-banner  advertising,  e-mail-based
      advertising  and print  advertising.  Web-banner  advertising  consists of
      continuous or rotating  advertisements  on the Company's online platforms.
      Delivery  of these  profiles is based on the number of  impressions  of an
      advertisement  that  a  customer  purchases.  An  impression  is a  single
      instance of an Internet  user viewing the page that  contains a customer's
      name and/or logo. Revenue is recognized on such advertising programs based
      on the proportionate  units of advertising  delivered over the period of a
      media campaign.

      E-mail  services are mailings to the list of  subscribers to our financial
      media website, with delivery consisting solely of transmitting the mailing
      to the e-mail targets. E-mail services may be bought on a per-transmission
      basis, for which revenue is recorded when the transmission occurs, or on a
      fixed-fee  monthly  basis in which the client  receives  access to a fixed
      number of transmissions  per month. The Company records the revenue on the
      fixed fee monthly e-mail services on a pro-rata basis over the term of the
      agreement.

      The Company also generates advertising revenue from its print publication.
      The Company has determined fixed costs depending on size, and placement in
      the Company's print publication.

                                      F-6
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      All  sources  of  revenue  are  recognized  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.

      Cost of revenues

      Cost of revenue is recorded if the cost  related  directly to the services
      the Company sells or to its revenue-generating  flagship web-site. Cost of
      revenues consists of Internet bandwidth,  direct advertising purchases and
      direct labor. Direct advertising  purchases relate to Internet advertising
      purchases for the purpose of promoting a client or client's feature on the
      website.  Direct labor is the hourly labor cost of certain programmers and
      designers  who  implement or create design  advertising  for clients,  and
      produce  e-mail  mailings  for  clients.  Direct  labor  costs  are  fully
      recognized  as cost of  revenues  in the  period in which  the  associated
      revenue is  recognized.  All other costs of revenue are  recognized in the
      period incurred.

      Fair Value of Financial Instruments

      Statement of Financial  Accounting  Standards No. 107,  "Disclosures about
      Fair Value of Financial  Instruments"  requires disclosures of information
      about the fair  value of  certain  financial  instruments  for which it is
      practicable to estimate that value. For purposes of this  disclosure,  the
      fair value of a financial instrument is the amount at which the instrument
      could be exchanged in a current transaction between willing parties, other
      than  in a  forced  sale  or  liquidation.  The  carrying  amounts  of the
      Company's  accounts  and  other  receivables,  accounts  payable,  accrued
      liabilities and notes payable approximates fair value.

      Cash and cash equivalents

      Cash and cash  equivalents  consist of cash and  short-term  deposits with
      original  maturities  of ninety  days or less and are  recorded at mark to
      market.

      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.  Both realized and unrealized  gains and losses for
      securities classified as available-for-sale  are included in the statement
      of operations.

      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 seven  years.  Expenditures  for
      maintenance and repairs are charged to expense as incurred.

                                      F-7
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      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.

      Concentrations 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 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  securities  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
      superceded  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.

      Stock-based Compensation

      In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
      Compensation".  SFAS No. 123 prescribes accounting and reporting standards
      for all stock-based  compensation plans, including employee stock options,
      restricted  stock,  employee stock  purchase plans and stock  appreciation

                                      F-8
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      rights.  SFAS No. 123  requires  compensation  expense to be recorded  (i)
      using the new fair  value  method or (ii)  using the  existing  accounting
      rules   prescribed  by  Accounting   Principles   Board  Opinion  No.  25,
      "Accounting   for  stock  issued  to  employees"   (APB  25)  and  related
      interpretations  with pro forma disclosure of what net income and earnings
      per share  would  have been had the  Company  adopted  the new fair  value
      method.  The company uses the intrinsic  value method  prescribed by APB25
      and has opted for the disclosure provisions of SFAS No.123.

      In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
      Compensation-Transition and Disclosure". SFAS No. 148 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.  In  addition,  this
      Statement  amends the disclosure  requirements of Statement 123 to require
      prominent  disclosures  in both  annual and interim  financial  statements
      about the method of accounting for stock-based  employee  compensation and
      the effect of the method used, on reported  results.  The adoption of SFAS
      No. 148 did not have a material affect on the net loss of the Company.

      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 December 2004,  the FASB issued FASB  Statement No. 123R,  "Share-Based
      Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No.
      123R requires  companies to recognize in the  statement of operations  the
      grant-date fair value of stock options and other equity-based compensation
      issued to employees.  FAS No. 123R is effective beginning in the Company's
      first quarter of fiscal 2006.  The Company is in process of evaluating the
      impact of this pronouncement on its financial position.

      In December 2004,  the FASB issued SFAS  Statement No. 153,  "Exchanges of
      Non-monetary  Assets." The Statement is an amendment of APB Opinion No. 29
      to  eliminate  the  exception  for   non-monetary   exchanges  of  similar
      productive  assets and replaces it with a general  exception for exchanges

                                      F-9
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      of non-monetary assets that do not have commercial substance.  The Company
      believes that the adoption of this  standard will have no material  impact
      on its financial statements.

      In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and
      Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement
      No. 3. This Statement replaces APB Opinion No. 20, Accounting Changes, and
      FASB Statement No. 3, Reporting  Accounting  Changes in Interim  Financial
      Statements,  and  changes  the  requirements  for the  accounting  for and
      reporting of a change in accounting  principle.  This Statement applies to
      all voluntary changes in accounting principle.  It also applies to changes
      required by an accounting  pronouncement  in the unusual instance that the
      pronouncement does not include specific transition provisions.  Opinion 20
      previously required that most voluntary changes in accounting principle be
      recognized  by  including  in net  income of the  period of the change the
      cumulative  effect  of  changing  to the new  accounting  principle.  This
      Statement requires  retrospective  application to prior periods' financial
      statements of changes in accounting principle,  unless it is impracticable
      to determine either the  period-specific  effects or the cumulative effect
      of the change.  This Statement  defines  retrospective  application as the
      application  of a  different  accounting  principle  to  prior  accounting
      periods as if that  principle had always been used or as the adjustment of
      previously  issued  financial  statements  to  reflect  a  change  in  the
      reporting  entity.  This  Statement  also  redefines  restatement  as  the
      revising  of  previously  issued  financial   statements  to  reflect  the
      correction  of an  error.  The  adoption  of SFAS 154 did not  impact  the
      consolidated financial statements.

      In June 2005,  the EITF reached  consensus on Issue No. 05-6,  Determining
      the Amortization Period for Leasehold Improvements ("EITF 05-6") EITF 05-6
      provides  guidance on determining  the  amortization  period for leasehold
      improvements  acquired in a business combination or acquired subsequent to
      lease inception.  The guidance in EITF 05-6 will be applied  prospectively
      and is effective for periods  beginning  after June 29, 2005. EITF 05-6 is
      not  expected  to have a  material  effect on its  consolidated  financial
      position or results of operations.

3.    MARKETABLE SECURITIES

      The Company receives securities of client companies as payment in full for
      services rendered. The numbers of shares the Company will receive is based
      on  contracts  with the  customer and are valued based on the bid price at
      the time of signing the agreement.  The Company  classifies the marketable
      securities  as  available-for-sale  and as such, is carried at fair value.
      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 on  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 securities sold.

                                      F-10
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      Marketable securities  classified as  available-for-sale  consisted of the
      following as of December 31, 2003 and 2004:
MARKETABLE            MARKET VALUE                          MARKET VALUE              ACCUMULATED
SECURITIES        AT DECEMBER 31, 2003      COST       AT DECEMBER 31, 2004     UNREALIZED GAIN (LOSS)
----------        --------------------    ---------    --------------------     ----------------------
Various           $             26,400    $ 194,689    $            132,195     $              (62,494)
----------        --------------------    ---------    --------------------     ----------------------
Total             $             26,400    $ 194,689    $            132,195     $              (62,494)
==========        ====================    =========    ====================     ======================
4.    NOTES RECEIVABLE - RELATED PARTY

      During 2004, the Company loaned  $103,825 to a company payable upon demand
      with  interest  at the rate of 12% per annum on the  outstanding  balance.
      Digital WallStreet, Inc. had collected the note in full in August 2005.

5.    LOAN PAYABLE - SHAREHOLDERS

      During 2004, the Company paid the  outstanding  balance of Loan payable to
      shareholders amounting $17,766 in full.

6.    DUE TO CUSTOMERS

      Due to customers represent  securities held by the Company which are to be
      returned to the customers as a result of  negotiation  with the customers.
      The  amount  due to the  customers  is  shown  at the  fair  value  of the
      securities as of December 31, 2004.

7.    DEFERRED REVENUE

      The Company  receives  marketable  securities  and cash for services to be
      provided  in future  periods.  The  Company  recognizes  the  revenue on a
      pro-rata basis over the term of the agreement. For the year ended December
      31, 2004, the Company had $48,894 in deferred revenue.

8.    ACCRUED EXPENSES

      At December  31,  2004,  accrued  expenses  were  comprised of $236,375 in
      accrued officer compensation and $69,411 in accrued interest,  payroll and
      franchise tax.

9.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW

      The Company  prepares  its  statements  of cash flows  using the  indirect
      method as defined under the Financial Accounting Standard No. 95.

                                      F-11
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      The  Company  paid $0 for  income tax and  interest  during the year ended
      December 31, 2004.

10.   COMMITMENTS AND CONTINGENCIES

      Operating Leases

      The Company  leases its office  facility on a month to month  basis.  Rent
      expense under the operating  leases for the years ended  December 31, 2004
      and 2003 was $51,548 and $15,573, respectively.

      Employment Agreement with CEO

      On July 19, 2003 the Company entered into an employment agreement with its
      Chief  Executive  Officer  to provide  salary,  bonuses  and other  fringe
      benefits.  Such expenses are included in Officers Compensation and related
      expenses in the  accompanying  statement  of  operations.  Pursuant to the
      terms of this agreement and for the year ended December 31, 2004 and 2003,
      the  Company  expensed  $180,000  and  $81,370 in salary,  and  $50,000 as
      signing bonus in the year ending December 31, 2003.

      Legal Matters

      From  time to  time,  the  Company  may be  involved  in  various  claims,
      lawsuits,  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.

11.   INCOME TAXES

      Income tax expense  (benefit)  for the years ended  December  31, 2004 and
      2003 is summarized as follows:

                                                2004                 2003
                                          ----------------     ----------------
      Current:
       Federal                            $             (0)    $             (0)
       State                                          (800)                (800)
      Deferred taxes
                                          ================     ================
      Income tax expense (benefit)        $            800     $            800
                                          ================     ================

      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:

                                      F-12
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

                                             DECEMBER 31,        DECEMBER 31,
                                                2004                 2003
                                          ----------------     ----------------

      Tax expense (credit) at
       statutory rate-federal                           34%                (34%)
      State tax expense net of federal tax               6%                 (6%)
      Change in 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 December 31, 2004 are
      as follows:

      Deferred tax assets:
        Net operating loss carry forward                       $         50,696
                                                               ----------------
           Total gross deferred tax assets                               50,696
        Less valuation allowance                                        (50,696)
                                                               ----------------
        Net deferred tax assets                                $             --
                                                               ================

      At December 31, 2004, the Company had net operating loss carry forwards of
      approximately  $126,738 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.

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.  Through  December 31
      2004, the Company had incurred  cumulative losses of $126,738.  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  December 31, 2004,
      towards (i) obtaining  additional  equity financing and (ii) evaluation of
      its distribution and marketing methods.

                                      F-13
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

13.   SUBSEQUENT EVENTS

      (a)   Sale of Assets to WallStreet Direct, Inc.

      WallStreet Direct, Inc. was incorporated in the State of Nevada on January
      5, 2005 as a financial holding company  specializing in a premier provider
      of financial news,  tools and original  compelling  content for the global
      investment  community.  On  January  15,  2005,  WallStreet  Direct,  Inc.
      acquired  100% of the  assets  and  outstanding  shares of the  Company in
      exchange for a $3,000,000  promissory  note,  carrying  interest at 6% per
      annum,  note is due and payable on January 31,  2010.  WallStreet  Direct,
      Inc. at the time of acquisition was 86% owned by Digital Wallstreet,  Inc.
      shareholder  and the  transaction  was considered as a distribution to the
      shareholder.

      (b)   Equity offering

      On May 2,  2005,  the  Company  commenced  a private  equity  offering  to
      accredited investors.  As of September 30, 2005 the Company sold 2,450,000
      units at $0.25 per unit,  for an  aggregate  of $612,500 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  Direct,  Inc.  Each Class A Warrant  entitles  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
      entitles 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 the  Company,  at a
      redemption price of $.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,  as reported
      by the National  Association  of Securities  Dealers  Automated  Quotation
      ("NASDAQ")  System  (or the  average  of the last sale price if the Common
      Stock is then listed on the NASDAQ  National Market System or a securities
      exchange), shall exceed $1.00 per share for the Class A Warrants and $2.00
      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.  These securities were issued pursuant to Rule 506
      of Regulation D.

      The Company sold from October 1, 2005 through December 22, 2005, 3,875,000
      units at $0.25 per unit,  for an  aggregate  of $968,750 in net  proceeds.
      Each unit is priced at $0.25 and consists of one (1) shares of  restricted
      common stock and one redeemable Class A Warrant and one redeemable Class B
      Warrant of WallStreet  Direct,  Inc. These securities were issued pursuant
      to Rule 506 of Regulation D.

                                      F-14
DIGITAL WALLSTREET, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
                           DECEMBER 31, 2004 AND 2003
--------------------------------------------------------------------------------

      (c)   Merger

      On  September  19, 2005,  the Company  signed an agreement to merge with a
      public shell for exchange of 100% of the issued and outstanding  shares of
      the  company  for  20,000,000   shares  of  the  public  shell.  Upon  the
      consummation of the exchange transaction,  the Company's shareholders will
      own approximately 82% of the shares of the combined company.  This type of
      exchange will be accounted for as a recapitalization of the Company rather
      than as a business combination.  The historical financial statements after
      the  merger  will  be  those  of  the  Company.   No  pro-forma  financial
      information is presented as the public shell has not generated any revenue
      and the amount involved is insignificant. The exchange transaction has not
      been consummated at the balance sheet date.

                                      F-15
WALLSTREET DIRECT, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2005
                                   (Unaudited)

                              ASSETS

CURRENT ASSETS:
     Cash & cash equivalents                            $   226,170
     Marketable securities                                4,353,271
     Other current assets                                     5,125
                                                        -----------
          Total current assets                            4,584,565

     Property and equipement, net                            41,628

Other assets:
     Deposit                                                  9,578
                                                        -----------
                                                        $ 4,635,771
                                                        ===========

               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                       493,686
     Deferred revenue                                     3,200,223
     Accrued expenses                                       501,264
                                                        -----------
          Total current liabilities                       4,195,173

     Long-Term note payable                               3,000,000

Commitments and contingencies                                    --

STOCKHOLDERS' DEFICIT
     Common stock                                            42,450
     Additional paid in capital                             570,150
     Unrealized gain on marketable securities               754,842
     Accumulated deficit                                 (3,926,845)
                                                        -----------
          Total stockholders' deficit                    (2,559,403)
                                                        -----------
          Total liabilities and stockholders' deficit   $ 4,635,771
                                                        ===========

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

                                      F-16
WALLSTREET DIRECT, INC.
                    STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
                                NINE MONTH PERIODS ENDED
                                      (Unaudited)
SEPTEMBER 30,
                                                           ----------------------------
                                                                2005            2004
                                                           ------------    ------------
Net revenues                                              $  1,786,129    $    509,997
                                                           ------------    ------------
 Operating expenses
          Marketing and promotional                        $     68,784    $     86,398
          Depreciation                                            3,962
         Impairment of marketable securities                    827,140
          General and administrative                          1,708,989         461,691
                                                           ------------    ------------
                   Total operating expenses                   2,608,876         548,089
                                                           ------------    ------------
 Income (Loss) from operations                                 (822,746)        (38,092)

 Non-Operating Income (Expense):
         Interest expense                                        (4,979)             --
         Interest income                                         12,202              11
         Gain (Loss) on sale of marketable securities           144,930         (17,526)
                                                           ------------    ------------
                   Total non-operating income (expense)         152,153         (17,515)
                                                           ------------    ------------
 Income (Loss) before provision for income taxes               (670,593)        (55,607)

   Provision for income tax                                       3,708             800
                                                           ------------    ------------
 Net Income (Loss)                                             (674,301)        (56,407)

 Other comprehensive gain (loss):
         Reclassification adjustment                             62,494             796
         Unrealized gain (loss) on marketable securities        817,336         (39,420)
                                                           ------------    ------------
 Comprehensive loss                                        $    205,530    $    (95,031)
                                                           ============    ============
Basic and diluted net income (loss) per share                     (0.02)          (0.75)
                                                           ============    ============
 Weighted average shares of share capital outstanding
   - basic and diluted                                       39,096,703          75,000
                                                           ============    ============

       The accompanying notes are an integral part of these financial statements.
F-17
WALLSTREET DIRECT, INC.
                                STATEMENTS OF CASH FLOWS
                                NINE MONTH PERIODS ENDED
                                       (Unaudited)
                                                                     SEPTEMBER 30,
                                                              --------------------------
                                                                  2005          2004
                                                              -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                 $  (674,301)   $   (56,407)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
          Depreciation and amortization                             3,962             --
          Expenses paid with marketable securities                     --         11,819
          Revenues in exchange of marketable securities        (1,423,353)      (316,340)
          Impairment of marketable securities                     827,140             --
          (Gain) loss on sale of marketable securities           (144,930)        17,526
          (Increase) decrease in current assets:
                Receivables                                            --          7,000
                Other current assets                               (9,483)        (4,939)
          (Decrease) increase in current liabilities:
                Accounts payable and accrued expense              497,170        165,071
                Deferred Revenue                                   (7,143)         2,510
                                                              -----------    -----------
                  Net cash used in operating activities          (930,938)      (173,760)
                                                              -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Cash paid to purchase fixed assets                      (45,590)            --
          Cash received from a note receivable                    103,825             --
          Cash paid for a note receivable                              --        (48,550)
          Cash paid to purchase marketable securities            (125,052)      (167,370)
          Cash received from sale of marketable securities        598,304        388,600
                                                              -----------    -----------
                  Net cash provided by investing activities       531,487        172,680
                                                              -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Cash received from stock issuances                      612,600             --
          Payment of loan to shareholder                               --        (17,766)
                                                              -----------    -----------
                  Net cash provided (used)
                   by financing activities                        612,600        (17,766)
                                                              -----------    -----------
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                213,149        (18,846)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                         13,021         24,246
                                                              -----------    -----------
CASH & CASH EQUIVALENTS, ENDING BALANCE                       $   226,170    $     5,400
                                                              ===========    ===========

       The accompanying notes are an integral part of these financial statements.
F-18
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

1.    ORGANIZATION AND NATURE OF OPERATIONS

      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
      empower 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 business newspaper wallst.net Digest.

      WallStreet  Direct,  Inc. (the "Company") was incorporated in the State of
      Nevada on January 5, 2005 as a financial  media company  specializing in a
      premier provider of financial news, tools and original  compelling content
      for the global  investment  community.  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 a $3,000,000  promissory note, carrying interest at 6% per
      annum,  note is due and  payable on January  31,  2010.  As this merger is
      between entities under the common control,  the issuance of the $3,000,000
      note to the majority  shareholder  has been recorded as a distribution  to
      the majority shareholder.  The merger has been accounted for on historical
      cost basis.

      This type of share  exchange  has been  treated  as a capital  transaction
      accompanied by recapitalization of Digital WallStreet in substance, rather
      than a business  combination,  and is deemed a "reverse  acquisition"  for
      accounting   purposes  since  the  former  owners  of  Digital  WallStreet
      controlled the majority of the total common shares outstanding immediately
      following  the  acquisition.   Recapitalization   accounting  resulted  in
      consolidated   financial   statements  being  issued  under  the  name  of
      WallStreet  Direct,  Inc., but were  considered a continuation  of Digital
      WallStreet.  No pro forma  financial  statements  are being  presented  as
      WallStreet  Direct has no assets other than the assets and shares acquired
      of the related third party as discussed above.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The  unaudited  consolidated  financial  statements  have been prepared by
      WallStreet  Direct,  Inc.  pursuant  to the rules and  regulations  of the
      Securities  and Exchange  Commission.  The  information  furnished  herein
      reflects all  adjustments  (consisting  of normal  recurring  accruals and
      adjustments) which are, in the opinion of management,  necessary to fairly
      present  the  operating  results  for  the  respective  periods.   Certain
      information   and  footnote   disclosures   normally   present  in  annual
      consolidated  financial  statements prepared in accordance with accounting
      principles  generally  accepted in the United  States of America have been
      omitted  pursuant  to  such  rules  and  regulations.  These  consolidated
      financial  statements  should  be read in  conjunction  with  the  audited
      consolidated  financial  statements  and  footnotes  for  the  year  ended
      December 31, 2004. The results of the nine months ended September 30, 2005
      are not necessarily  indicative of the results to be expected for the full
      year ending December 31, 2005.

                                      F-19
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      Revenue recognition

      The Company  generates its revenue from  advertising  products  related to
      marketing public companies and  professional  investment  concerns through
      its financial media website.

      Advertising  products  consist  of  Web-banner  advertising,  e-mail-based
      advertising  and print  advertising  Web-banner  advertising  consists  of
      continuous or rotating  advertisements  on the Company's online platforms.
      Delivery  of these  profiles is based on the number of  impressions  of an
      advertisement  that  a  customer  purchases.  An  impression  is a  single
      instance of an Internet  user viewing the page that  contains a customer's
      name and/or logo. Revenue is recognized on such advertising programs based
      on the proportionate  units of advertising  delivered over the period of a
      media campaign.

      E-mail  services are mailings to the list of  subscribers to our financial
      media website, with delivery consisting solely of transmitting the mailing
      to the e-mail targets. E-mail services may be bought on a per-transmission
      basis, for which revenue is recorded when the transmission occurs, or on a
      fixed-fee  monthly  basis in which the client  receives  access to a fixed
      number of transmissions  per month. The Company records the revenue on the
      fixed fee monthly e-mail services on a pro-rata basis over the term of the
      agreement.

      The Company also generates advertising revenue from its print publication.
      The Company has determined fixed costs depending on size, and placement in
      the Company's print publication

      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.

      Cost of revenues

      Costs of revenue are recorded if the cost related directly to the services
      the Company sells or to its revenue-generating  flagship web-site. Cost of
      revenues consists of Internet bandwidth,  direct advertising purchases and
      direct labor. Direct advertising  purchases relate to Internet advertising
      purchases for the purpose of promoting a client or client's feature on the
      website.  Direct labor is the hourly labor cost of certain programmers and
      designers  who  implement or create design  advertising  for clients,  and
      produce  e-mail  mailings  for  clients.  Direct  labor  costs  are  fully
      recognized  as cost of  revenues  in the  period in which  the  associated
      revenue is  recognized.  All other costs of revenue are  recognized in the
      period incurred.

                                      F-20
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      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.  Both realized and unrealized  gains and losses for
      securities classified as available-for-sale  are included in the statement
      of operations.

      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.

      Concentrations 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
      superceded  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.

                                      F-21
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      Stock-based Compensation

      In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
      Compensation".  SFAS No. 123 prescribes accounting and reporting standards
      for all stock-based  compensation plans, including employee stock options,
      restricted  stock,  employee stock  purchase plans and stock  appreciation
      rights.  SFAS No. 123  requires  compensation  expense to be recorded  (i)
      using the new fair  value  method or (ii)  using the  existing  accounting
      rules   prescribed  by  Accounting   Principles   Board  Opinion  No.  25,
      "Accounting   for  stock  issued  to  employees"   (APB  25)  and  related
      interpretations  with pro forma disclosure of what net income and earnings
      per share  would  have been had the  Company  adopted  the new fair  value
      method.  The company uses the intrinsic  value method  prescribed by APB25
      and has opted for the disclosure provisions of SFAS No.123.

      In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
      Compensation-Transition and Disclosure". SFAS No. 148 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.  In  addition,  this
      Statement  amends the disclosure  requirements of Statement 123 to require
      prominent  disclosures  in both  annual and interim  financial  statements
      about the method of accounting for stock-based  employee  compensation and
      the effect of the method used, on reported  results.  The adoption of SFAS
      No. 148 did not have a material affect on the net loss of the Company.

      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 December 2004,  the FASB issued FASB  Statement No. 123R,  "Share-Based
      Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No.
      123R requires  companies to recognize in the  statement of operations  the
      grant-date fair value of stock options and other equity-based compensation
      issued to employees.  FAS No. 123R is effective beginning in the Company's
      first quarter of fiscal 2006.  The Company is in process of evaluating the
      impact of this pronouncement on its financial position.

                                      F-22
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      In December 2004,  the FASB issued SFAS  Statement No. 153,  "Exchanges of
      Non-monetary  Assets." The Statement is an amendment of APB Opinion No. 29
      to  eliminate  the  exception  for   non-monetary   exchanges  of  similar
      productive  assets and replaces it with a general  exception for exchanges
      of non-monetary assets that do not have commercial substance.  The Company
      believes that the adoption of this  standard will have no material  impact
      on its financial statements.

      In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and
      Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement
      No. 3. This Statement replaces APB Opinion No. 20, Accounting Changes, and
      FASB Statement No. 3, Reporting  Accounting  Changes in Interim  Financial
      Statements,  and  changes  the  requirements  for the  accounting  for and
      reporting of a change in accounting  principle.  This Statement applies to
      all voluntary changes in accounting principle.  It also applies to changes
      required by an accounting  pronouncement  in the unusual instance that the
      pronouncement does not include specific transition provisions.  Opinion 20
      previously required that most voluntary changes in accounting principle be
      recognized  by  including  in net  income of the  period of the change the
      cumulative  effect  of  changing  to the new  accounting  principle.  This
      Statement requires  retrospective  application to prior periods' financial
      statements of changes in accounting principle,  unless it is impracticable
      to determine either the  period-specific  effects or the cumulative effect
      of the change.  This Statement  defines  retrospective  application as the
      application  of a  different  accounting  principle  to  prior  accounting
      periods as if that  principle had always been used or as the adjustment of
      previously  issued  financial  statements  to  reflect  a  change  in  the
      reporting  entity.  This  Statement  also  redefines  restatement  as  the
      revising  of  previously  issued  financial   statements  to  reflect  the
      correction  of an  error.  The  adoption  of SFAS 154 did not  impact  the
      consolidated financial statements.

      In June 2005,  the EITF reached  consensus on Issue No. 05-6,  Determining
      the Amortization Period for Leasehold Improvements ("EITF 05-6") EITF 05-6
      provides  guidance on determining  the  amortization  period for leasehold
      improvements  acquired in a business combination or acquired subsequent to
      lease inception.  The guidance in EITF 05-6 will be applied  prospectively
      and is effective for periods  beginning  after June 29, 2005. EITF 05-6 is
      not  expected  to have a  material  effect on its  consolidated  financial
      position or results of operations.

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 classifies the marketable securities
      as available-for-sale  and as such, is carried at fair value. At September
      30, 2005, the fair value of the marketable  securities  held is calculated
      on the bid  price as of  September  30,  2005.  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.

                                      F-23
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      Unrealized holding gains and losses on  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 securities sold.

      Marketable securities  classified as  available-for-sale  consisted of the
      following as of September 30, 2004 and 2005:
MARKETABLE            MARKET VALUE                          MARKET VALUE              ACCUMULATED
SECURITIES        AT SEPTEMBER 30, 2004     COST       AT SEPTEMBER 30, 2005    UNREALIZED GAIN (LOSS)
----------        ---------------------   ----------   ---------------------    ----------------------
Various           $              85,806   $3,598,429   $           4,353,271    $              754,842
                  ---------------------   ----------   ---------------------    ----------------------
Total             $              85,806   $3,598,429   $           4,353,271    $              754,842
                  =====================   ==========   =====================    ======================
During the period ended  September  30, 2005,  the Company  evaluated  its
      marketable  securities holdings by valuing the securities according to the
      quoted price of the securities on the stock  exchange and determined  that
      several of them had an other than temporary decline in value. Accordingly,
      these  securities  were  written  down to the current  market value and an
      impairment loss in the amount of $ 827,140 was recognized.

4.    PROPERTY AND EQUIPMENT

      Property and equipment at September 30, 2005 consisted of the following:

      Office and computer equipment                           $      45,590

       Less accumulated depreciation                                 (3,962)
                                                              -------------
                                                              $      41,628
                                                              =============

      Depreciation expense for the nine months ended September 30, 2005 and 2004
      was $3,962 and $0, respectively.

5.    DEPOSITS

      The Company did not have any deposits at September  30, 2004.  Deposits at
      September  30, 2005,  consisted of a $9,578 rent deposit on the  Company's
      main office.

6.    DEFERRED REVENUES

      The Company  receives  marketable  securities  and cash for services to be
      provided in future  periods and the  Company  recognizes  the revenue on a
      pro-rata basis over the term of the  agreement.  For the nine months ended
      September 30, 2005, the Company had $3,200,223 in deferred revenues.

                                      F-24
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

7.    ACCRUED EXPENSES

      At September  30, 2005,  accrued  expenses  consist of $240,844 in accrued
      officer's  compensation and $260,420 in accrued  interest,  federal income
      tax, payroll and franchise tax respectively.

8.    NOTES PAYABLE-RELATED PARTY

      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 a  $3,000,000
      promissory  note,  carrying  interest  at 6% per  annum,  note  is due and
      payable on January 31, 2010. As this merger is between  entities under the
      common  control,  the  issuance  of the  $3,000,000  note 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 billing achieved.

9.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW

      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  income tax and  interest  during the year ended
      December 31, 2004.

10.   COMMITMENTS AND CONTINGENCIES

      Operating Leases

      The Company leases its corporate  offices space from a third party under a
      two year lease  commitment  through August 31, 2007.  Rental expense under
      the lease is $9,338 per month. Rent expense under the operating leases for
      the nine months ended  September 30, 2004 and 2005 was $39,010 and $54,890
      respectively.  The minimum lease  payments for the twelve  months  periods
      ending September 30,

                  2006                $     112,260
                  2007                      102,905
                                      -------------
                                      $     215,165
                                      =============

                                      F-25
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

      Employment Agreement with CEO

      On July 19, 2003 the Company entered into an employment agreement with its
      Chief  Executive  Officer  to provide  salary,  bonuses  and other  fringe
      benefits.  Such expenses are included in Officers Compensation and related
      expenses in the  accompanying  statement  of  operations.  Pursuant to the
      terms of this  agreement and for the nine months ended  September 30, 2004
      and 2005, the Company  recorded  $135,000 and $150,000 in salary  expenses
      respectively.

      Legal Matters

      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.

11.   INCOME TAXES

      Income tax expense  (benefit) for the nine months ended September 30, 2005
      and 2004 is summarized as follows:

                                           2005            2004
                                      -------------    ------------
      Current:
       Federal                        $      (2,107)   $         (0)
       State                                 (1,600)           (800)
      Deferred taxes
                                      =============    ============

      Income tax expense (benefit)    $       3,707    $        800
                                      =============    ============

      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:

                                      SEPTEMBER 30,    SEPTEMBER 30,
                                          2005             2004
                                      -------------    ------------

      Tax 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 September 30, 2005 are
      as follows:

                                      F-26
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

        Deferred tax assets:
        Net operating loss carry forward           $   320,416
                                                   -----------
           Total gross deferred tax assets             320,416
        Less valuation allowance                      (320,416)
                                                   -----------
        Net deferred tax assets                    $        --
                                                   ===========

      At September 30, 2005,  the Company had net operating  loss carry forwards
      of $801,039  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 for the deferred tax assets due to
      the uncertainty of its realization.

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 incurred
      losses  from  operations  and has  accumulated  deficit of  $3,926,845  at
      September  30, 2005.  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  September 30, 2005,
      towards (i) obtaining  additional  equity financing and (ii) evaluation of
      its distribution and marketing methods.  Subsequent to September 30, 2005,
      the Company raised $968,750 in equity. In addition,  the Company has plans
      to merge with a public company in order to raise additional capital.

                                      F-27
WALLSTREET DIRECT, INC. AND SUBSIDIARY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMNTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

13.   EQUITY TRANSACTIONS

      Common Stock

      On May 2,  2005,  the  Company  commenced  a private  equity  offering  to
      accredited investors.  As of September 30, 2005 the Company sold 2,450,000
      units at $0.25 per unit,  for an  aggregate  of $612,500 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  Direct,  Inc.  Each Class A Warrant  entitles  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
      entitles 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 $.75,  subject to  adjustment.  The Class A
      Warrants and the Class B Warrants  are  redeemable  by the  Company,  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,
      as reported by the National  Association of Securities  Dealers  Automated
      Quotation  ("NASDAQ") System (or the average of the last sale price if the
      Common  Stock is then  listed on the NASDAQ  National  Market  System or a
      securities  exchange),  shall  exceed  $1.00  per  share  for the  Class A
      Warrants  and  $2.00  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.  These securities were issued
      pursuant to Rule 506 of Regulation D.

14.   SUBSEQUENT EVENTS (UNAUDITED)

      On May 2, 2005,  the Company  commenced a private equity  offering,  which
      ended  December 22, 2005, to accredited  investors.  The Company sold from
      October 1, 2005 through  December 22, 2005,  3,875,000  units at $0.25 per
      unit, for an aggregate of $968,750 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 Direct,  Inc. These securities were issued pursuant to Rule 506
      of Regulation D.

      On  September  19, 2005,  the company  signed an agreement to merge with a
      public shell for exchange of 100% of the issued and outstanding  shares of
      the  company  for  20,000,000   shares  of  the  public  shell.  Upon  the
      consummation of the exchange transaction,  the company's shareholders will
      own approximately 82% of the shares of the combined company.  This type of
      exchange will be accounted for as a recapitalization of the company rather
      than as a business combination.  The historical financial statements after
      the  merger  will  be  those  of  the  company.   No  pro-forma  financial
      information is presented as the public shell has not generated any revenue
      and the amounts involved are insignificant.  The exchange  transaction has
      not been consummated at the balance sheet date.

                                      F-28