Summary of FINANCIAL MEDIA GROUP, INC.

Item 2. Management's Discussion and Analysis of Financial Condition

Description of Business

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

WallStreet Direct, Inc. ("WallStreet"), a wholly-owned subsidiary of Financial Media Group, Inc. (the "Company"), 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 content for the global investment community. On January 15, 2005, WallStreet acquired 100% of the assets and outstanding shares of Digital WallStreet, Inc. in exchange for two promissory notes of $1,500,000 each, carrying interest at 6% per annum, due and payable on January 31, 2007 and January 31, 2010. On January 4, 2008, the Company agreed to issue to the majority shareholder 15,000,000 shares of its common stock in exchange for cancellation of two promissory notes of $1,500,000 each, due on January 31, 2010. As this merger is between entities under the common control, the issuance of the promissory notes to the majority shareholder had been recorded as a distribution to the majority shareholder. The merger has been accounted for on historical cost basis.

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

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

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

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

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

On January 30, 2007, Financial Media Group, Inc. completed the acquisition of the brand "Wealth Expo" from a third party for a consideration valued at $139,000. The acquisition included rights to the web site and series of investor expositions which are designed to provide information on investing techniques and tools to investors, through workshops and exhibits throughout the United States. Wealth Expo has provided a broad range of information to thousands of individual investors on various types of investments, trading, portfolio management, retirement planning and personal finance.

Corporate History

The Company was incorporated in Nevada in 1984 as Southern Development Company, Inc. ("SDC"). In December 1994, SDC merged with Integrated Communications Access Network, Inc. ("ICAN"). In March 1996, the Company was renamed SDC, and in September 1998, the Company changed its name to EssxSport Corp. At that time, the Company had no assets and no liabilities. From September 1998 until August 31, 2004, the Company was primarily engaged in the manufacture and distribution of athletic equipment, primarily for pole vaulting and other track and field activities. The Company sold, transferred and delivered all of its assets relating to its pole vault and sports business to its former President and director. The assets sold included names, logos, trademarks, and endorsements relating to name "EssxSport," all the equipment, tools, inventory at the Texas location and 100% ownership stock certificates for Eonlinesports.com, Inc.

On May 20, 2004, the Company's shareholders approved amending the Articles of Incorporation to change name to "Giant Jr. Investments Corp."

On June 30, 2004, the Company filed with the Securities and Exchange Commission ("SEC") to become a Business Development Company (BDC) under the 1940 Act and on September 1, 2004 it began its BDC operations.

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On April 11, 2005, the Company entered into a share exchange agreement, to acquire 16 million shares of WallStreet representing approximately 40% of the issued and outstanding common shares of WallStreet, in exchange for 7 million common shares of the Company. On May 25, 2005, the Company and WallStreet mutually agreed to terminate the agreement citing the timing of merger was not right for both the companies.

On June 1, 2005, the Company's Board of Directors and the shareholders owning approximately 52% of the Company's common stock consented in writing and terminated the Company's status as a Business Development Company. After the termination, the Company is governed by the rules and regulations promulgated under the Securities Act of 1933 and the Securities and Exchange Act of 1934.

On September 19, 2005, the Company entered into an Agreement and Plan of Reorganization, as amended on September 21, 2005 (the "Agreement"), pursuant to which the Company agreed to acquire all of the issued and outstanding common stock of WallStreet in exchange for up to 20,000,000 shares of the Company's common stock.

On January 6, 2006, the acquisition of WallStreet transaction was completed and WallStreet became a wholly-owned subsidiary of the Company. The current Company shareholders owned 4,394,530 shares or 18% of the issued and outstanding shares of the Company's common stock, and the former shareholders of WallStreet owned 19,998,707 shares or 82% of the issued and outstanding shares of the Company's common stock.

Plan of Operations

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

The Company's current operations consist of the operations of WallStreet, a financial media and advertising company that provides various financial Internet solutions, tools, content and services to individual investors, media, corporate, and financial services companies, Financial Filings Corp., a news distribution and financial documents preparer and filing entity, and Wealth Expo, an entity holding investors conference and exhibits across North America.

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

The Company's primary source of revenue is generated by its wholly owned subsidiary WallStreet Direct, Inc. which provides Internet based media and advertising services and a full array of customized investor awareness programs to small and medium sized companies through its financial websites www.wallst.net and www.mywallst.net. The services include audio and video production of senior management interviews, newsletters and editorials, small cap companies' conferences and seminars, e-mail mailings and forums, media and advertising. These services are provided by the Company's subsidiaries WallStreet Direct, Inc. and Digital WallStreet, Inc.

The Company provides news wire and compliance services to small and medium size publicly traded companies including preparation of registration statements, electronic filings and reporting of SEC documents (EDGAR), preparation of proxy materials and news distribution. Such services are provided by the Company's subsidiary Financial Filings Corp. Revenues are recognized and recorded when the Company executes a contractual agreement with the client for a fixed fee, delivery of the services has occurred and collectibility of the fees is reasonably assured. The Company recorded revenues of $471,990 or 7.3% of its total revenues from the services provided by Financial Filing Corp. for the nine months ended May 31, 2008.

Results of Operations

The consolidated results of operations of the Company for the three months and nine months ended May 31, 2008 consisted of the operations of the Company, its wholly-owned subsidiary WallStreet Direct, Inc., its wholly-owned subsidiary Financial Filings Corp., its wholly-owned subsidiary My WallStreet, Inc. and its wholly-owned subsidiary Wealth Expo Inc., compared to the consolidated results of operations of the Company, its wholly-owned subsidiary WallStreet Direct, Inc., its wholly-owned subsidiary Financial Filings Corp., and its wholly-owned subsidiary My WallStreet, Inc. for the same periods in 2007. The acquisition of WallStreet is accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of WallStreet obtained control of the consolidated entity. Accordingly, the merger of the two companies is recorded as a recapitalization of WallStreet, with WallStreet being treated as the continuing entity. The historical financial statements to be presented will be those of WallStreet.

The Company reported a net income of $230,477 and a net loss of $1,462,423 for the three months and nine months ended May 31, 2008 compared to net losses of $274,915 and $2,938,338 for the same periods in 2007.

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Revenues

Revenues for the three months and nine months periods ended May 31, 2008 were $2,395,587 and $6,443,227 compared to $2,124,318 and $5,293,097 for the same periods in 2007. Revenues increased by $271,269 (13%) and $1,150,130 (22%) during the three months and nine months ended May 31, 2008 when compared to the same periods in 2007 due to the Company's expanded effort in marketing its Internet advertising and media services and gaining new clients.

Operating Expenses

Selling, general and administrative expenses (S,G&A) for the three months and nine months ended May 31, 2008 were $1,349,942 and $4,344,213 compared to $1,551,714 and $4,233,004 for the same period in 2007. S,G&A expenses decreased by $201,772 (13%) during the three months ended May 31, 2008 and increased by $111,209 (2.6%) during the nine months ended May 31, 2008 as compared to the same period in 2007, primarily due to overall reduction in payroll costs of sales and marketing personnel offset by the increase in administrative, sales and marketing costs due to Company's expanded efforts in gaining new clients.

Impairment includes the write down of marketable securities and write-off of advances from third parties. Impairment for the three months and nine months ended May 31, 2008 was $697,266 and $3,028,716 compared to $681,044 and $3,605,865 for the same periods in 2007. Impairment expense was recorded because the market value of certain securities received by the Company as compensation for services declined more than 50% of their market value. The Company took a conservative approach of recording the increased impairment expense. The Company recorded an impairment of $25,000 in write-off of loans advanced to third parties during the nine months ended May 31, 2008, whereas, no such loans were impaired during the comparable periods in 2007. Depreciation expense for the three months and nine months ended May 31, 2008 was $15,024 and $38,938 compared to $9,384 and $27,167 for the same periods in 2007.

Interest expense for the three months and nine months ended May 31, 2008 was $2,667 and $67,927 compared to $52,246 and $149,422 for the same periods in 2007. Interest expense decreased during the three months and nine months period ended May 31, 2008 as compared to the same periods in 2007 due to the conversion of the $3.0 million promissory notes to equity on January 4, 2008. Realized loss on sale of marketable securities for the three months and nine months ended May 31, 2008 was $95,411 and $421,056 as compared to $103,932 and $202,548 for the same periods in 2007. The Company sold a significant number of non-performing marketable securities held in its possession during the three months ended May 31, 2008 compared to the same periods in 2007 and to better manage its portfolio as of May 31, 2008. Unrealized loss on marketable securities for the three months ended May 31, 2008 and 2007 was $1,042,372 and $1,000,904, respectively. Unrealized gain on marketable securities for the nine months ended May 31, 2008 was $525,008 compared to the unrealized loss of $894,437 for the same period in 2007. Unrealized gain or loss resulted due to the increase or decrease in market value of the marketable securities held at May 31, 2008 and May 31, 2007, respectively.

Liquidity and Capital Resources

Cash and cash equivalents at May 31, 2008 were $36,678 compared to $443,470 at May 31, 2007. No assurance can be made that the Company will have access to the capital markets in future, or that financing will be available on acceptable terms to satisfy the Company's cash requirements needed to implement its business strategies. The Company's inability to access the capital markets or obtain acceptable financing could have a material adverse affect on its results of operations and financial condition, and could severely threaten the Company's ability as a going concern.

As shown in the accompanying consolidated financial statements, the Company recorded a loss of $1,462,423 for the nine months ended May 31, 2008 compared to a loss of $2,938,338 for the same period in 2007. Although the Company's current assets exceeded its current liabilities by $200,884 at May 31, 2008, and net cash used in operating activities for the nine months ended May 31, 2008 was $2,773,184. These factors and the Company's ability to meet its debt obligations from current operations, and the need to raise additional capital to accomplish its objectives create a substantial doubt about the Company's ability to continue as a going concern.

Operating Activities

Net cash used in operating activities for the nine months ended May 31, 2008 was $2,773,184. The increase in net cash used in operating activities resulted due to an increase in receivables of $485,358, decrease in other current assets of $55,068, an increase in accounts payable of $207,535, an increase in accrued expenses and other liabilities of $291,420, and increase in deferred revenues of $207,703.

Investing Activities

Net cash provided by investing activities for the nine months ended May 31, 2008 was $1,110,537. The Company received $1,164,119 in cash proceeds from sale of marketable securities. The Company expended cash of $53,583 for purchase of property and equipment.

Financing Activities

Net cash provided by financing activities for the nine months ended May 31, 2008 was $1,527,312 due to cash received from sale of common stock amounting to $1,446,812, payment of note payable to an officer of $7,500, and cash received from loan from third party of $88,000 as of May 31, 2008.

As a result of the above activities, the Company experienced a net decrease in cash of $135,335 for the nine months ended May 31, 2008. The ability of the Company to continue as a going concern is still dependent on its success in obtaining additional financing from investors through the sale of its securities.

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Application of Critical Accounting Policies and Estimates

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 stockholders' equity. Realized and unrealized gains and losses for securities classified as available-for-sale are included in the statement of operations and comprehensive gain, respectively.

To safeguard the Company with impairments of marketable securities, the Company has revised its contractual terms on its agreements with its clients which provides that, in the event during the term of the agreement, the share bid price declines by more than ten per cent (10%) of the share bid price on the date of execution of the agreement, the Client would agree to issue additional shares of their common stock to the Company in order to make up the deficiency caused by the reduction in the value of their stock.

The Company reviews, on a quarterly basis or more frequently if warranted by circumstances, the carrying value of the marketable securities it receives from its customers for providing services. The Company records impairment expense each quarter when the market value of the securities received show a consistent decline over 90 to 180 days, and the carrying amount of the marketable securities exceeds its fair value by 50% or more, and is deemed not recoverable. As such, the Company records on a quarterly basis in its financial statements the impairment loss for the difference between the carrying amount of the marketable securities and their fair value.

Revenue Recognition

The Company's primary source of revenue is generated from providing Internet based media and advertising services and a full array of customized investor awareness programs to small and medium sized companies through its financial websites www.wallst.net and my.wallst.net. The services include audio and video production of senior management interviews, newsletters and editorials, small cap companies' conferences and seminars, e-mail mailings and forums, media and advertising. These services are provided by the Company's subsidiaries WallStreet Direct, Inc. and Digital WallStreet, Inc. Revenues from Internet based media and advertising services are recognized and recorded when the performance of such services are completed. The Company adheres to the guidelines established under Staff Accounting Bulletin 104 whereby, the Company executes a contractual agreement with the client for a fixed fee to perform services, delivery of services has occurred when the Company performed the contracted services, and collectibility of the fees has occurred when the Company receives cash and/or marketable securities in satisfaction for services provided.

The Company provides news wire and compliance services to small and medium size publicly traded companies including preparation of registration statements, electronic filings and reporting of SEC documents (EDGAR), preparation of proxy materials and news distribution. Such services are provided by the Company's subsidiary Financial Filings Corp. Revenues are recognized and recorded when the performances of such services are completed. The Company adheres to the guidelines established under Staff Accounting Bulletin 104 whereby, the Company executes a contractual agreement with the client for a fixed fee to perform services, delivery of services has occurred when the Company completed the performed the contracted services, and collectibility of the fees has occurred when the Company receives cash and/or marketable securities in satisfaction of services provided.

The Company provides a broad range of information on investing techniques and education tools to investors through workshops and exhibits. The Company's subsidiary Wealth Expo provides revenue streams for the Company through exhibition sales, speaking presentation sales, collateral material sales and advertising sales. Revenues from Wealth Expo services is recognized and recorded when the performance of such services are completed. The Company adheres to the guidelines established under Staff Accounting Bulletin 104 whereby, the Company executes a contractual agreement with the client for a fixed fee to perform services, delivery of services has occurred when the Company completed the performed the contracted services, and collectibility of the fees has occurred when the Company receives cash and/or marketable securities in satisfaction of services provided.

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

Impact of Accounting Pronouncements

In September 2006, FASB issued SFAS 157 'Fair Value Measurements'. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.

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In September 2006, FASB issued SFAS 158 'Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and 132(R)' This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:

a) A brief description of the provisions of this Statement
b) The date that adoption is required
c) The date the employer plans to adopt the recognition provisions of this Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of the employer's fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.

In February 2007, FASB issued FASB Statement No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities". FASB 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FASB 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FASB 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.

In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements". This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company's fiscal year . . .