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

                                   FORM 10-KSB

                [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                              For Fiscal Year Ended
                                 March 31, 2004

                           Commission File #000-50606

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   75-2912201
                       (IRS Employer Identification Number)

                   10200 Daradale Ave., Baton Rouge, LA  70816
               (Address of principal executive offices)(Zip Code)

                                 (225) 292-7000
                (Registrant's telephone no., including area code)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $0.001
Par Value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  (X)

Number of shares of the registrant's common stock outstanding as of July 14,
2004 was 10,000,000.

                                     Page 1
<PAGE>

                                TABLE OF CONTENTS



                                     PART I

Item 1.     Description of Business                                           3

Item 2.     Properties                                                        4

Item 3.     Legal Proceedings                                                 4

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


                                     PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder
            Matters                                                           5

Item 6.     Management's Discussion and Analysis or Plan of Operations        6

Item 7.     Financial Statements                                            F-1

Item 8.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure                                              9

Item 8A.    Controls and Procedures

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act                10

Item 10.    Executive Compensation                                           11

Item 11.    Security Ownership of Certain Beneficial Owners and Management   12

Item 12.    Certain Relationships and Related Transactions                   13

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

Item 14.    Principal Accountant Fees and Services                           14

SIGNATURES                                                                   15

                                     Page 2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL INFORMATION ABOUT AMERICAN FIDELITY

American Fidelity Financial Services, Inc. ("American Fidelity" or "Company"), a
Nevada  Corporation,  was organized on December 12, 2000 under the name Karrison
Compagnie,  Inc.  Effective April 1, 2004, the Company entered into an agreement
and  Plan  of  Reorganization  whereby  the Company agreed to acquire all of the
issued  and  outstanding  shares of American Fidelity, Inc. Concurrent with this
agreement,  the  name  of the company was changed to American Fidelity Financial
Services,  Inc.  The  Company is located at 10200 Daradale Ave., Baton Rouge, LA
70816.  The Company's website can be viewed at www.AmericanFidelity.com.
                                               ------------------------
American  Fidelity  is  a  publicly  traded company listed on the OTC Electronic
Bulletin  Board  under  the  symbol  "AFFS".

BUSINESS STRATEGY

American  Fidelity, one of the nation's leading independent residential mortgage
lender  and  loan  services  providers.  The  company  can make first and second
mortgage  loans,  refinance  current  mortgages,  and issue home equity lines of
credit  through  its  loan  production  divisions.  American  Fidelity  is  a
full-service  mortgage banker that services both consumers and mortgage brokers.

Additionally,  American  Fidelity  provides  the  very  best  in both retail and
wholesale  lending services. Their online systems offer to both families seeking
to  purchase  or  refinance  their  home  and brokers who are seeking to provide
quality  loan  services  to  their  clientele.

American  Fidelity  can  assist consumers and mortgage brokers in 31 states with
additional  licenses  pending  in  5  more states. American Fidelity's corporate
headquarters  are  located in Baton Rouge, Louisiana with a total of 10 branches
in  Louisiana,  Texas,  Nevada,  California,  Florida,  Georgia  and Washington.
American  Fidelity  offers  both  wholesale  and  retail  lending  services.

RISK FACTORS

GOING CONCERN RISK

The  company  had and could have losses, deficits and deficiencies in liquidity,
which  could  impair  its  ability  to  continue  as  a  going  concern.

In  Note  #2  to the consolidated financial statements, the independent auditors
have indicated that certain factors raise substantial doubt about our ability to
continue  as  a  going  concern  since  the  Company  was  a  Corporation in the
development  stage  and  had  limited  operations and resources though March 31,
2004.  Since  its  inception,  the  Company  has  suffered recurring losses from
operations  and has been dependent on existing stockholders and new investors to
provide  the  cash  resources to sustain its operations.  During the years ended
March 31, 2004 and 2003, the Company reported net losses and negative cash flows
from  operations  as  follows:

                               2004               2003
                           ------------       -----------
Net loss                   $ 24,340              $14,634


The  Company's  management  developed  a plan to address liquidity issues and as
part  of this plan completed an acquisition of American Fidelity, Inc. effective
April  1,  2004.  Additional  plans  to  deal  with going concern issues include
expansion  of  the residential mortgage lending activities of American Fidelity,
Inc.  ("AFI")  and  to  raise  equity  through  investors.

                                     Page 3
<PAGE>

There  can  be  no  assurances  that  the Company will be able to raise adequate
short-term  capital  to  expand  its current operations or that the Company will
ever attain profitability.  The Company's long-term viability as a going concern
is  dependent  upon  certain  key  factors,  as  follows:

-    The  Company's ability to obtain adequate sources of funding to allow it to
     expand  the  operations of American Fidelity. Sources of funding may not be
     available  on  terms  that  are  acceptable  to  the  Company  and existing
     stockholders, or may include terms that will result in substantial dilution
     to  existing  stockholders.

-    The ability of the Company to ultimately achieve adequate profitability and
     positive  cash  flows  to  sustain  its  operations.


RECENT  FINANCING

None

EMPLOYEES

As  of  March  31,  2004, American Fidelity had 0 full-time employees, including
executive  officers, non- executive officers, secretarial and clerical personnel
and  field  personnel.

ITEM  2.  DESCRIPTION  OF  PROPERTY

American  Fidelity's  principal  executive offices are located at 10200 Daradale
Ave., Baton Rouge, LA  70816 in approximately 10,000 square feet of office space
that  is owned by the Company.  We believe that our offices are adequate for our
present  and  future  needs.

ITEM 3.  LEGAL PROCEEDINGS

The  Company  is  not  party  to  any pending legal proceeding nor is any of its
property  the  subject of any pending legal proceeding. The Company is not aware
of  any  proceeding  that  a  governmental  authority  is  contemplating.

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

The  Company  held  a  Special  Stockholder  Meeting on February 16, 2004 at the
former offices of the Company located at 2603 Fairmont, Suite 100, Dallas, Texas
75201  at  2:00  PM  CST,

Randall  A.  Gomez  was  added  as  a  new  Director  to  serve until his death,
resignation, retirement, removal, disqualification, or until his successor shall
have  been  elected  and  qualified.

Votes  representing  1,187,500  shares  were  cast  for and 0 shares against the
approval  to  reverse split the issued and outstanding shares of common stock of
the  Company on the basis of 1 share for every 2 shares held. This split reduced
the  number  of  shares  outstanding  from  2,000,000  shares to 825,000 shares.

                                     Page 4
<PAGE>

Votes  representing  1,187,500  shares were cast for and 0 shares against on the
approval  to  amend  Article Three and add Articles Thirteen and Fourteen to the
Articles  of  Incorporation  with  a general description of the changes being as
follows:

(i)  Article  Three  of our Articles of Incorporation was amended to confirm our
     existing  capital  structure,  notwithstanding  the  1  share  for 2 shares
     reverse split or any other potential reverse or forward split of our common
     stock.

(ii) A new Article Thirteen was added to our Articles of Incorporation providing
     the  Board of Directors, without the consent of shareholders, may adopt any
     recapitalization affecting the outstanding securities of the Corporation by
     affecting  a  forward or reverse split of all the outstanding securities of
     the  Corporation, with appropriate adjustments to the Corporation's capital
     accounts.

(ii) A new Article Fourteen was added to our Articles of Incorporation providing
     that  the Board of Directors shall have the right to change the name of the
     Corporation  without  shareholder  approval  to  a  name  that reflects the
     industry  or  business  in  which the Corporation's business operations are
     conducted  or  to  a  name  that  will  promote or conform to any principal
     product,  technology  or  other  asset of the Corporation that the Board of
     Directors,  in  its  sole  discretion,  deems  appropriate.


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  following  table  sets forth certain information as to the high and low bid
quotations quoted on the OTC Bulletin Board for 2002, 2003 and the first quarter
of  2004. Information with respect to over-the-counter bid quotations represents
prices  between  dealers,  does  not  include  retail  mark-ups,  mark-downs  or
commissions,  and  may  not  necessarily  represent  actual  transactions.

<TABLE>
<CAPTION>


                                                  Period          High             Low
                                                 --------        ------           -----
                                                   2002
<S>                               <C>                                  <C>

Third Quarter                                                    .7125           .075
Fourth Quarter                                                  1.8125           .7125

                                                   2003

First Quarter                                                   1.625            .5
Second Quarter                                                  1.25             .3
Third Quarter                                                   1.25             .3
Fourth Quarter                                                  2.525           1.375

                                                   2004

First Quarter                                                   5.125            .875
</TABLE>

The  bid  price of our common stock was $1.05 per share on July 14, 2004 and had
approximately  64  certificate  shareholders  of  record  as  of  July 14, 2004.

The  Company  has  never  paid dividends and do not expect to declare any in the
foreseeable  future.  Instead,  the  Company  expects to retain all earnings for
growth.

                                     Page 5
<PAGE>


<TABLE>
<CAPTION>


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS FOR FISCAL YEAR ENDED MARCH 31,
2004


                       Number of Securities to   Weighted-average price     Number of Securities
                       be issued upon exercise   of outstanding options     remaining available for
                       of outstanding options,   warrants and rights        future issuance under
                       warrants and rights                                  equity compensation
                                                                            plans(excluding
                                                                            securities reflected in
                                                                            column (a))
                       ------------------------  -----------------------  ------------------------
                                 (a)                       (b)                      (c)
                       ------------------------  -----------------------  ------------------------
<S>                    <C>                       <C>                      <C>
Equity compensation
plans approved by                  -0-                      -0-                       -0-
security holders
---------------------  ------------------------  -----------------------  ------------------------
Equity compensation
plans not approved by              -0-                      -0-                       -0-
security holders
---------------------  ------------------------  -----------------------  ------------------------
TOTAL                              -0-                      -0-                       -0-
---------------------  ------------------------  -----------------------  ------------------------
</TABLE>


For  information  relating to the equity compensation plan, reference is made to
footnote  11  to  our  Financial  Statements,  Stock  Holders  Equity.

OUR TRANSFER AGENT IS:

Karrison Compagnie
2603 Fairmont St, #100
Dallas, TX 75201

DIVIDENDS

We presently intend to retain future earnings to support our growth.  Any
payment of cash dividends in the future will be dependent upon: the amount of
funds legally available, our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems relevant.

                                     PART II

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following is a discussion of our financial condition, results of operations,
liquidity  and  capital resources. This discussion should be read in conjunction
with  our  Consolidated  Financial  Statements  and  the  notes thereto included
elsewhere  in  this  Form  10-KSB.

                                     Page 6
<PAGE>

FORWARD-LOOKING INFORMATION-GENERAL

The  statements  contained herein and other information contained in this report
may  be  based,  in  part,  on  management's  estimates,  projections, plans and
judgments.  These  forward-looking  statements  are subject to certain risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  results  or  those  anticipated.  In  this  report,  the  words
"anticipates",  "believes",  "expects",  "intends", "future", "plans", "targets"
and  similar  expressions  identify  forward-looking  statements.  Readers  are
cautioned  not  to  place  undue  reliance  on  the  forward-looking  statements
contained  herein. The Company undertakes no obligation to publicly revise these
forward-looking  statements  to  reflect  events or circumstances that may arise
after  the  date  hereof.  Additionally,  these  statements are based on certain
assumptions  that  may  prove  to  be erroneous and are subject to certain risks
including,  but  not  limited  to,  the  Company's  dependence  on  limited cash
resources,  its  dependence on certain key personnel within the Company, and its
ability  to  raise additional capital. There are many companies participating in
the  mortgage  industry,  many  with  resources  greater  than the Company.  The
Company  believes  that it will be able to compete in this environment; however,
it  is  not  possible to predict competition or the effect this will have on the
Company's  operations.  The Company's operations are also significantly affected
by factors, which are outside the control of the Company, including governmental
regulations.  Accordingly,  actual results may differ, possibly materially, from
the  predictions  contained  herein.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

The  Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States.  The  preparation  of  these  financial  statements requires the
Company  to  make  estimates  and  judgments that affect the reported amounts of
assets,  liabilities, revenue and expenses, and related disclosure of contingent
assets  and  liabilities.  On  an  ongoing  basis,  the  Company  evaluates  its
estimates.  The  Company  bases  its  estimates  on historical experience and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances.  These  estimates  and  assumptions  provide  a  basis for making
judgments  about  the  carrying  values  of  assets and liabilities that are not
readily  apparent  from  other  sources.  Actual  results  may differ from these
estimates  under  different assumptions or conditions, and these differences may
be  material.

The  Company believes the following critical accounting policies affect its more
significant  judgments and estimates used in the preparation of its consolidated
financial  statements.

GENERAL

American Fidelity Financial Services, Inc. ("American Fidelity" or "Company"), a
Nevada  corporation,  was organized on December 12, 2000 under the name Karrison
Compagnie,  Inc.  American  Fidelity  is  located  at 10200 Daradale Ave., Baton
Rouge,  LA  70816.  American  Fidelity's  company  website  can  be  viewed  at
www.AmericanFidelity.com.

American  Fidelity  is  a  publicly  traded company listed on the OTC Electronic
Bulletin  Board  under  the  symbol  "AFFS".

American  Fidelity, one of the nation's leading independent residential mortgage
lender  and  loan  services providers, can make first and second mortgage loans,
refinance  current  mortgages, and issue home equity lines of credit through its
loan  production  divisions. American Fidelity is a full-service mortgage banker
that  specializes  in  both  consumer  and  mortgage  brokers.

                                     Page 7
<PAGE>

Additionally,  American  Fidelity  provides  both  retail  and wholesale lending
services.  Their  online  systems  offer  services  to  both families seeking to
purchase  or refinance their home and brokers who are seeking to provide quality
loan  services  to  their  clientele.

American  Fidelity  can  assist consumers and mortgage brokers in 31 states with
additional  licenses  pending  in  5  more states. American Fidelity's corporate
headquarters  are  located in Baton Rouge, Louisiana with a total of 10 branches
in  Louisiana,  Texas,  Nevada,  California,  Florida,  Georgia, and Washington.
American  Fidelity  offers  both  wholesale  and  retail  lending  services.

RESULTS OF OPERATIONS

The  Company  accumulated net losses in the development stage of $59,001 for the
period  from inception, December 12, 2000 to March 31, 2004. In order to address
these  issues in the first part of the plan, the Company conducted a shareholder
meeting  and  shareholders  approved  a  1  share  for  2  share  reverse split.
Additionally,  the  Company entered into an agreement and Plan of Reorganization
(the  "Agreement")  whereby  the Company agreed to acquire all of the issued and
outstanding shares of American Fidelity, Inc. ("AFI") in exchange for 9,2000,000
restricted  common  shares.  Concurrent  with  this  Agreement,  the name of the
Company  was  changed  to  American  Fidelity  Financial  Services, Inc. and the
Company  ceased  its  current  business  of  buying  and  selling  antiques.

LIQUIDITY AND CAPITAL RESOURCES

In Note # 2 to the financial statements, the independent auditors have indicated
that  certain factors raise substantial doubt about our ability to continue as a
going  concern.  However,  the  accompanying  financial  statements  have  been
prepared  assuming  that  the  Company  will  continue  as a going concern.  The
Company  was at March 31, 2004, a shell company which had limited operations and
resources.  The  Company  has accumulated net losses in the development stage of
$59,001  for  the  period  from inception, December 12, 2000, to March 31, 2004.
Additionally,  effective  April  1,  2004,  the  Company  entered  into a merger
agreement  with  a  company  that  has going-concern issues.  Such matters raise
substantial  doubt  about  the Company's ability to continue as a going concern.
These  financial statements do not include any adjustment that might result from
the  outcome  of  this  uncertainty.

Company  management  has  plans  to  deal with going concern issues that include
expansion  of  the residential mortgage lending activities of American Fidelity,
Inc.  ("AFI")  and  a  possible  look  to  outside  investors.

There  can  be  no  assurances  that  the Company will be able to raise adequate
short-term  capital  to  expand  its current operations or that the Company will
ever attain profitability.  The Company's long-term viability as a going concern
is  dependent  upon  certain  key  factors,  as  follows:

-    The  Company's ability to obtain adequate sources of funding to allow it to
     expand  the  operations  of AFI. Sources of funding may not be available on
     terms  that are acceptable to the Company and existing stockholders, or may
     include  terms  that  will  result  in  substantial  dilution  to  existing
     stockholders.

-    The ability of the Company to ultimately achieve adequate profitability and
     positive  cash  flows  to  sustain  its  operations.


OFF  BALANCE  SHEET  ARRANGEMENT

During  the  year  ended  March  31,  2004, the Company had no off balance sheet
arrangements.

                                     Page 8
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The financial statements of the company are set forth beginning on page F-1.


                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)



                              FINANCIAL STATEMENTS
         WITH REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
              FOR THE YEAR ENDED MARCH 31, 2004 AND FOR THE PERIODS
              FROM INCEPTION, DECEMBER 12, 2000, TO MARCH 31, 2004





                                      F-1

<PAGE>


<TABLE>
<CAPTION>


          AMERICAN FIDELITY FINANCIAL SERVICES, INC.
          (A CORPORATION IN THE DEVELOPMENT STAGE)
                      TABLE OF CONTENTS


                                                           PAGE
                                                           ----
<S>                                                        <C>
Reports of Independent Registered Public Accounting Firms  F-3

Financial Statements:

  Balance Sheet as of March 31, 2004                       F-4

  Statement of Operations for the years ended March 31,
    2004 and 2003 and for the period from inception,
    December 12, 2000, to March 31, 2004                   F-5

  Statement of Stockholders' Equity for years
    ended March 31, 2004 and 2003 and for the period from
    inception, December 12, 2000, to March 31, 2004        F-6

  Statement of Cash Flows for the years ended March 31,
    2004 and 2003 and for the period from inception,
    December 12, 2000, to March 31, 2004                   F-8

Notes to Financial Statements                              F-9
</TABLE>


                                      F-2

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------



To  the  Stockholders  and  Directors
American  Fidelity  Financial  Services,  Inc.


We  have  audited  the accompanying balance sheet of American Fidelity Financial
Services,  Inc.  (a  corporation  in  the  development  stage, formerly Karrison
Compagnie, Inc.) as of March 31, 2004, and the related statements of operations,
stockholders'  equity  and  cash flows for the year ended March 31, 2004 and for
the  period  from  inception,  December  12,  2000,  to  March  31, 2004.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based upon
our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits 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  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 financial statements referred to above present fairly, in
all  material  respects,  the  financial position of American Fidelity Financial
Services,  Inc.  as of March 31, 2004, and the results of its operations and its
cash  flows  for  the year then ended and for the periods from inception, August
13,  2002, to March 31, 2004, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern.  As shown in the financial statements
and  discussed  in Note 2, the Company has incurred significant recurring losses
from operations since inception and is dependent on outside sources of financing
for continuation of its operations.  These factors raise substantial doubt about
the  Company's  ability to continue as a going concern.  Management's plans with
regard  to this matter are also discussed in Note 2.  These financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.


                                        /s/  Ham,  Langston  &  Brezina,  L.L.P.



June  28,  2004
Houston,  Texas



                                       F-3

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------





Stockholders and Board of Directors
Karrison Compagnie, Inc.
Dallas, Texas 75201

We  have audited the accompanying statements of operations, stockholders' equity
(deficit)  and  cash  flows  of  American  Fidelity  Financial Services, Inc. (a
development  stage  company  formerly known as Karrison Compagnie, Inc.) for the
years ended March 31, 2003 and for the period from December 12, 2000 (Inception)
to  March  31,  2003.  These  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audit.

We  conducted  our  audit 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  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
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  results  of operations and cash flows of American
Fidelity  Financial Services, Inc. for the year ended March 31, 2003 and for the
period  from December 12, 2000 (Inception) to March 31, 2003, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.




Killman, Murrell & Co., P.C.
Dallas, Texas
May 14, 2003




                                       F-4

<PAGE>


<TABLE>
<CAPTION>

          AMERICAN FIDELITY FINANCIAL SERVICES, INC.
           (A CORPORATION IN THE DEVELOPMENT STAGE)
                         BALANCE SHEET
                        MARCH 31, 2004



     ASSETS
---------------
<S>                                                    <C>
Current assets:
  Cash and cash equivalents                            $  2,555
                                                       ---------

      Total current assets                             $  2,555
                                                       =========



LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Accrued liabilities                                  $    215
                                                       ---------

  Total current liabilities                                 215
                                                       ---------

Commitment and contingencies

Stockholders' equity:
  Preferred stock, $.001 par value, 10,000,000 shares
    authorized
  Common stock, $.001 par value, 20,000,000 shares
    authorized, 2,000,000 shares issued and
    outstanding                                           2,000
  Additional paid-in capital                             59,341
  Losses accumulated during the development stage       (59,001)
                                                       ---------

  Total stockholders' equity                              2,340
                                                       ---------

  Total liabilities and stockholders' equity           $  2,555
                                                       =========

</TABLE>


                   The accompanying notes are an integral part
                          of the financial statements.
                                       F-5

<PAGE>

<TABLE>
<CAPTION>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                            STATEMENT OF OPERATIONS
         FOR THE YEARS ENDER MARCH 31, 2004 AND 2003 AND FOR THE PERIOD
              FROM INCEPTION, DECEMBER 12, 2000, TO MARCH 31, 2004


                                                                         INCEPTION
                                                      YEAR ENDED            TO
                                                       MARCH 31,         MARCH 31,
                                             2004                   2003           2004
                                     ---------------------  --------------------  -------
<S>                                  <C>                    <C>                   <C>
Loss from operation of discontinued
  antique furniture business         $             24,340   $            14,634   $ 59,001
                                     ---------------------  --------------------  --------

  Net loss                           $            (24,340)  $           (14,634)  $(59,001)
                                     =====================  ====================  ========

Weighted average shares outstanding             2,000,000             1,855,769
                                     =====================  ====================

Net loss per common share -
  basic and diluted                  $              (0.01)   $           (0.01)
                                     =====================  ====================

</TABLE>


                  The accompanying notes are an integral part
                          of the financial statements.
                                      F-6

<PAGE>


<TABLE>
<CAPTION>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                        STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE YEARS ENDED MARCH 31, 2004 AND 2003 AND FOR THE PERIOD FROM
                  INCEPTION, AUGUST 13, 2002, TO MARCH 31, 2004


                                                                     LOSSES
                                                                   ACCUMULATED
                                      COMMON  STOCK     ADDITIONAL DURING THE
                                    -------------------  PAID-IN   DEVELOPMENT
                                     SHARES    AMOUNT    CAPITAL     STAGE      TOTAL
                                    ---------  -------  --------  ---------  ---------
<S>                                 <C>        <C>      <C>       <C>        <C>
Balance at inception, December 12,
  2000                                      -  $     -  $      -  $      -   $      -

Sale of common stock                1,000,000    1,000     9,000         -     10,000

Contribution of services and rent           -        -     1,600         -      1,600

Net loss                                    -        -         -    (1,859)    (1,859)
                                    ---------  -------  --------  ---------  ---------

Balance at March 31, 2001           1,000,000    1,000    10,600    (1,859)     9,741

Sale of common stock                   10,000       10       490         -        500

Contribution of services and rent           -        -     6,600         -      6,600

Net loss                                    -        -         -   (17,168)   (17,168)
                                    ---------  -------  --------  ---------  ---------

Balance at March 31, 2002           1,010,000    1,010    17,690   (19,027)      (327)

Sale of common stock                  990,000      990    48,510         -     49,500

Contribution of services and rent           -        -     6,600         -      6,600

Net loss                                    -        -         -   (14,634)   (14,634)
                                    ---------  -------  --------  ---------  ---------

Balance at March 31, 2003           2,000,000  $ 2,000  $ 72,800  $(33,661)  $ 41,139
                                    ---------  -------  --------  ---------  ---------
</TABLE>



                   The accompanying notes are an integral part
                          of the financial statements.
                                       F-7

<PAGE>

<TABLE>
<CAPTION>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                        STATEMENT OF STOCKHOLDERS' EQUITY
       FOR THE YEAR ENDED MARCH 31, 2004 AND 2003 AND FOR THE PERIOD FROM
                INCEPTION, DECEMBER 12, 2000, TO MARCH 31, 2004


                                                                     LOSSES
                                                                   ACCUMULATED
                                      COMMON  STOCK     ADDITIONAL DURING THE
                                    -------------------  PAID-IN   DEVELOPMENT
                                     SHARES    AMOUNT    CAPITAL     STAGE      TOTAL
                                    ---------  -------  --------  ---------  ---------
<S>                                <C>        <C>      <C>        <C>        <C>
Balance at March 31, 2003          2,000,000  $ 2,000  $ 72,800   $(33,661)  $ 41,139

Contribution of services and rent          -        -     6,600          -      6,600

Cash contribution                          -        -    26,123          -     26,123

Distribution to stockholders               -        -   (46,182)         -    (46,182)

Net loss                                   -        -         -    (25,340)   (25,340)
                                   ---------  -------  ---------  ---------  ---------

Balance at March 31, 2004          2,000,000  $ 2,000  $ 59,341   $(59,001)  $  2,340
                                   =========  =======  =========  =========  =========


</TABLE>




                   The accompanying notes are an integral part
                          of the financial statements.
                                       F-8

<PAGE>

<TABLE>
<CAPTION>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                            STATEMENT OF CASH FLOWS
      FOR THE YEARS ENDED MARCH 31, 2004 AND 2003 AND FOR THE PERIODS FROM
                INCEPTION, DECEMBER 12, 2000, TO MARCH 31, 2004


                                                                         INCEPTION
                                                         YEAR ENDED          TO
                                                          MARCH 31,       MARCH 31,
                                                      2004       2003       2004
                                                    ---------  ---------  ---------
<S>                                                 <C>        <C>        <C>
Cash flows from operating activities:
  Net loss                                          $(25,340)  $(14,634)  $(59,001)
Adjustments to reconcile net loss to net
   cash used by operating activities:
   Loss from operation of discontinued
     antique furniture business                       25,340     14,634     59,001
                                                    ---------  ---------  ---------

      Net cash used by continuing operations               -          -          -
      Net cash used by discontinued operations       (20,787)   (12,260)   (63,818)
                                                    ---------  ---------  ---------

        Net cash used by operating activities        (20,787)   (12,260)   (63,818)
                                                    ---------  ---------  ---------

Cash flows from financing activities:
  Change in stockholder loan                               -    (22,901)         -
  Special dividend to stockholder                    (19,750)         -    (19,750)
  Capital contribution                                26,123          -     26,123
  Proceeds from sale of common stock                       -     49,500     60,000
                                                    ---------  ---------  ---------

      Net cash provided by continuing operations           -          -          -
      Net cash provided by discontinued operations     6,373     26,599     66,373
                                                    ---------  ---------  ---------

        Net cash provided by financing activities      6,373     26,599     66,373
                                                    ---------  ---------  ---------

Net increase in cash and cash equivalents            (14,414)    14,339      2,555

Cash and cash equivalents at beginning of period      16,969      2,630          -
                                                    ---------  ---------  ---------

Cash and cash equivalents at end of period          $  2,555   $ 16,969   $  2,555
                                                    =========  =========  =========

</TABLE>


                  The accompanying notes are an integral part
                         of these financial statements.
                                      F-9

<PAGE>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS


1.     ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
       -----------------------------------------------------------------

American  Fidelity  Financial  Services,  Inc.  (the "Company") is a development
stage  enterprise  that was originally incorporated, on December 12, 2000, under
the  laws  of  the  State  of  Nevada  as  Karrison Compagnie, Inc.  The Company
initially  planned  to  acquire  antiques,  collectibles,  and  home  and office
furnishings for resale through periodic local showroom sales and web site sales;
however,  the  Company was unable to emerge from the development stage using its
original  business plan and decided to abandon that plan to pursue a merger with
a  operating business.  Accordingly, effective April 1, 2004, the Company signed
a  merger  agreement  with  American  Fidelity, Inc., an independent residential
mortgage  lender  headquartered  in Baton Rouge, Louisiana.  Concurrent with the
merger  agreement, the Company changed its name from Karrison Compagnie, Inc. to
American  Fidelity  Financial  Services,  Inc.

     SIGNIFICANT  ESTIMATES
     ----------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent assets and liabilities at the dates of
the  condensed  financial  statements  and  the reported amounts of revenues and
expenses  during the periods.  Actual results could differ from estimates making
it  reasonably  possible  that a change in the estimates could occur in the near
term.

     CASH  AND  CASH  EQUIVALENTS
     ----------------------------

The  Company considers all highly liquid short-term investments with an original
maturity  of  three  months  or  less  when  purchased,  to be cash equivalents.

     INCOME  TAXES
     -------------

The  Company  uses  the  liability method of accounting for income taxes.  Under
this  method, deferred income taxes are recorded to reflect the tax consequences
on  future  years  of  temporary differences between the tax basis of assets and
liabilities  and  their  financial  amounts at year-end.  The Company provides a
valuation allowance to reduce deferred tax assets to their net realizable value.

     STOCK-BASED  COMPENSATION
     -------------------------

Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
("SFAS  No.  123")  established financial accounting and reporting standards for
stock-based  employee  compensation plans.  It defined a fair value based method
of  accounting  for  an  employee  stock option or similar equity instrument and
encouraged  all  entities  to  adopt  that method of accounting for all of their
employee  stock  compensation plans and include the cost in the income statement
as  compensation  expense.  However,  it  also  allows  an entity to continue to
measure compensation cost for those plans using the intrinsic value based method
of  accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees".  The  Company  accounts  for
compensation  cost for stock option plans in accordance with APB Opinion No. 25.


                                      F-10

<PAGE>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS


1.    ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
      -------------------------------------------------------------------------

     LOSS  PER  SHARE
     ----------------

Basic  and  diluted  net loss per share is computed on the basis of the weighted
average  number  of  shares  of  common  stock  outstanding  during each period.
Potentially  dilutive  options  that  were  outstanding  during  2002  were  not
considered  in  the  calculation  of  diluted  earnings  per  share  because the
Company's  net loss rendered their impact anti-dilutive.  Accordingly, basic and
diluted  loss  per share were identical for the year ended December 31, 2003 and
for  the periods from inception, August 13, 2002, to December 31, 2003 and 2002.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

The Company includes fair value information in the notes to financial statements
when  the  fair  value  of  its financial instruments is different from the book
value.  When the book value approximates fair value, no additional disclosure is
made.

     NEW  ACCOUNTING  PRONOUNCEMENTS
     -------------------------------

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities,"  which addresses financial accounting and
reporting  for  costs associated with exit or disposal activities and supersedes
Emerging  Issues  Task Force ("EITF") Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain  Costs Incurred in a Restructuring)."  SFAS No. 146 requires
companies  to  recognize  costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. In addition, SFAS No. 146 establishes that fair value is the objective for
initial  measurement  of  the  liability.  SFAS No. 146 is effective for exit or
disposal  activities  initiated  after  December 31, 2002, but early adoption is
permitted.  The adoption of this pronouncement did not have a material effect on
the  Company's  financial  condition  or  results  of  operations.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock Based
Compensation",  which  amends  SFAS  No.  123  to provide alternative methods of
transaction  for  an entity that voluntarily changes to the fair value method of
accounting for stock based employee compensation.  It also amends the disclosure
provisions  of SFAS No. 123 to require prominent disclosure about the effects on
reported  net  income of an entity's accounting policy decisions with respect to
stock based employee compensation.  Finally, SFAS No. 148 amends APB Opinion No.
28,  "Interim  Financial  Reporting",  to require disclosure of those effects in
interim  financial statements.  SFAS No. 148 is effective for fiscal years ended
after  December  15,  2002,  but  early adoption is permitted.  The Company will
continue  to follow the provisions of APB Opinion No. 25 in recognizing employee
stock-based  compensation;  however,  the Company began following the disclosure
requirements  of  SFAS  No.  148  in  January  2003.


                                    Continued
                                      F-11

<PAGE>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS


1.   ORGANIZATION  AND  SUMMARY  OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
     -------------------------------------------------------------------------

     NEW  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED
     -------------------------------------------

In January 2003, the FASB issued FASB Interpretation (FIN) No. 46 "Consolidation
of  Variable  Interest Entities." FIN No. 46 requires a company to consolidate a
variable interest entity ("VIE") if the company has variable interests that give
it  a  majority  of  the  expected losses or a majority of the expected residual
returns  of  the entity.  Prior to FIN No. 46, VIEs were commonly referred to as
SPEs.  FIN  No.  46  is effective immediately for VIEs created after January 31,
2003.  This  interpretation  did  not  have  a  material effect on the Company's
financial  condition  or  results  of  operations.

In  April  2003, the FASB issued SFAS No. 149, Amendment to Statement No. 133 on
Derivative  Instruments  and  Hedging  Activities.  This  statement  amends  and
clarifies  financial  accounting  and  reporting  for  derivative  instruments,
including  certain  derivative  instruments  embedded  in  other  contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No.  133.  The  changes in SFAS No. 149 improve financial reporting by requiring
that  contracts  with  comparable  characteristics  be  accounted for similarly.
Those  changes  will  result in more consistent reporting of contracts as either
derivatives  or  hybrid  instruments.  SFAS  No.  149 is effective for contracts
entered  into  or  modified  after  June  30,  2003, except in certain instances
detailed  in  the statement, and hedging relationships designated after June 30,
2003.  Except  as  otherwise  stated  in  SFAS No. 149, all provisions should be
applied  prospectively.  The  adoption of this statement did not have a material
effect  on  the  Company's  financial  condition  or  results  of  operations.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with Characteristics of both Liabilities and Equity." SFAS No. 150,
which  is effective at the beginning of the first interim period beginning after
June  15,  2003,  must  be  implemented  by reporting the cumulative effect of a
change  in  accounting  principle  for  financial instruments created before the
issuance  date  of  the  statement  and  still  existing at the beginning of the
interim  period of adoption.  The statement requires that a financial instrument
which falls within the scope of the statement to be classified and measured as a
liability.  The following financial instruments are required to be classified as
liabilities:  (1)  shares  that are mandatorily redeemable, (2) an obligation to
repurchase  the  issuer's equity shares or one indexed to such an obligation and
that  requires  or  may  require  settlement  by transferring assets and (3) the
embodiment  of an unconditional obligation that the issuer may or may not settle
by  issuing  a  variable  number of equity shares if, at inception, the monetary
value  of  the  obligation  is  based  on  certain  measurements  defined in the
statement.  The adoption of this statement did not have a material effect on the
Company's  financial  condition  or  results  of  operations.

                                      F-12

<PAGE>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS


2.   GOING  CONCERN  CONSIDERATIONS
     ------------------------------

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going concern.  The Company is presently a shell
company  and  has limited operations and resources.  The Company has accumulated
net  losses  in  the development stage of $59,001 for the period from inception,
December 12, 2000, to March 31, 2004. Additionally, effective April 1, 2004, the
Company  entered  into  a merger agreement with a company that has going-concern
issues.  Such  matters  raise  substantial  doubt about the Company's ability to
continue  as  a  going  concern.  These  financial statements do not include any
adjustment  that  might  result  from  the  outcome  of  this  uncertainty.

Company  management  has  plans  to  deal with going concern issues that include
expansion  of  the residential mortgage lending activities of American Fidelity,
Inc.  ("AFI")  and  a  possible  look  to  outside  investors.

There  can  be  no  assurances  that  the Company will be able to raise adequate
short-term  capital  to  expand  its current operations or that the Company will
ever attain profitability.  The Company's long-term viability as a going concern
is  dependent  upon  certain  key  factors,  as  follows:

     -    The  Company's  ability to obtain adequate sources of funding to allow
          it  to  expand  the  operations  of AFI. Sources of funding may not be
          available  on  terms  that  are acceptable to the Company and existing
          stockholders,  or  may  include  terms that will result in substantial
          dilution  to  existing  stockholders.

     -    The  ability  of  the  Company  to  ultimately  achieve  adequate
          profitability  and  positive  cash  flows  to  sustain its operations.


3.   RECAPITALIZATION
     ----------------

Effective  April 1, 2004, Karrison Compagnie, Inc. entered into an agreement and
Plan  of  Reorganization (the "Agreement") whereby the Company agreed to acquire
all  of  the issued and outstanding shares of American Fidelity, Inc. ("AFI") in
exchange  for  4,000,000  restricted common shares.  The Agreement represented a
re-capitalization  of  AFI  with  accounting treatment similar to that used in a
reverse  acquisition,  except  that  no  goodwill  or intangible is recorded.  A
re-capitalization  is characterized by the merger of a private operating company
into  a  non-operating  public  shell  corporation  with  nominal net assets and
typically  results  in  the  owners  and  managers of the private company having
effective  or  operating  control  after  the  transaction.  AFI,  the  private
operating company, emerged as the surviving financial reporting entity under the
Agreement,  but Karrison Compagnie, Inc. remained as the legal reporting entity.
Beginning  in  April  2004,  the Company's financial statements will present the
historical  financial  results  of  AFI.

Concurrent  with  the recapitalization, the name of Karrison Compagnie, Inc. was
changed  to  American  Fidelity  Financial  Services,  Inc.  (See  Note  7)


                                      F-13

<PAGE>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS


4.   INCOME  TAXES
     -------------

The  composition of deferred tax assets and the related tax effects at March 31,
2004  are  as  follows:

       Benefit  from  carryforward  of  net  operating  loss            $20,060

       Less  valuation  allowance                                      (20,060)
                                                                        -------

         Net  deferred  tax  asset                                        $   -
                                                                        =======


The  difference  between the income tax benefit in the accompanying statement of
operations  and  the amount that would result if the U.S. Federal statutory rate
of  34% were applied to pre-tax loss for the years ended March 31, 2004 and 2003
is  as  follows:

<TABLE>
<CAPTION>


                                                 2004                  2003
                                      ----------------------   ------------------
                                          AMOUNT      PERCENT    AMOUNT   PERCENT
                                     -------------   --------  --------  --------
<S>                        <C>                          <C>       <C>       <C>
    Benefit for income tax at
      federal statutory rate         $      8,616      34.0%    $ 4,976      34.0%
    Increase in valuation allowance        (8,616)    (34.0)     (4,976)    (34.0)
                                     -------------   --------  --------  --------

                                     $        -         -  %    $     -        - %
                                     =============   ========= ========  ========
</TABLE>



At  March 31, 2004, for federal income tax and alternative minimum tax reporting
purposes,  the  Company has approximately $59,000 of unused net operating losses
available  for  carryforward  to future years.  The benefit from carryforward of
such  net  operating  losses will expire in various years between 2020 and 2024.
The  benefit  from  utilization  of  net  operating  loss carryforwards incurred
subsequent  to  March 31, 2004 could be significantly limited based on ownership
change  limitations  as  provided  in  Section 382 of the Internal Revenue Code.


5.   STOCKHOLDERS'  EQUITY
     ---------------------

During  the  years ended March 31, 2004 and 2003, the Company engaged in various
transactions  affecting  stockholders'  equity  as  follows:

On  May  10,  2002,  the  Company completed its initial public offering and sold
1,000,000 shares of its common stock for net proceeds to the Company of $49,500.

On  December  29,  2003,  the  Company  made  a special distribution to its most
significant  stockholder.  (See  Note  6)


                                      F-14

<PAGE>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS


6.   RELATED  PARTY  TRANSACTIONS
     ----------------------------

The  Company's  most  significant  stockholder,  at  March  31, 2004, is also an
officer  and  director  of  the Company (the "Stockholder").  The following is a
summary  of  transactions  with the Stockholder during the years ended March 31,
2004  and  2003:

-    The  Stockholder purchased 500,000 shares of the Company's common stock for
     $5,000  in  January  2001  and an additional 325,000 shares in May 2002 for
     $16,250  as  part  of  the  public  offering.

-    The Stockholder extended a $50,000 line of credit to the Company that bears
     interest  of 6% per year and is due on demand. The balance due on this line
     of  credit  was  $2,252  at  March  31,  2003.  Interest expense of $11 was
     recognized in connection with this line of credit for the years ended March
     31,  2003.

-    The  Stockholder  provides  space  to  house inventory and conduct business
     without  charge  to  the Company. During the years ended March 31, 2004 and
     2003,  the  Company  recognized  $600  of  storage  fees  per  years with a
     corresponding  credit  to  additional  paid-in-capital.

-    The  Stockholder  does  not receive a salary from the Company; however, the
     value  of  her services, estimated at $6,000 per year, has been recorded as
     an  expense  of  the Company for each of the years ended March 31, 2004 and
     2003.

-    On  December  29,  2003,  the  Stockholder  and a company controlled by the
     spouse  of  the  Stockholder  collectively  purchased  the inventory of the
     Company  at  its original cost of $26,432. The transaction was treated as a
     equity  transaction  and  was accompanied by a $19,750 cash distribution to
     the  Stockholder  as  follows:

  Inventory distributed at cost                    $   26,432
  Add cash distribution                                19,750
                                                   ----------

    Total distribution                                 46,182

  Cash collected from the Stockholder
    for sale of the inventory and
    treated as a capital contribution                  26,123
                                                   ----------

  Net distribution to the Stockholder              $   20,059
                                                   ==========

The  net  proceeds  from  this  inventory transaction were used to pay legal and
professional  fees  and  repay  the  note  payable  to  the  Stockholder.

In addition to the transactions with the Stockholder, the Company has engaged in
other  related  party  transactions,  as  follows:

-    During  the  year  ended  March  31, 2002 the Company made sales to related
     parties  of  $11,898.

-    In  May  2002,  as  part  of the Company's initial public offering, a close
     relative of the Stockholder purchased 49,000 shares of the Company's common
     stock  for  $2,450.


                                      F-15

<PAGE>

                   AMERICAN FIDELITY FINANCIAL SERVICES, INC.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS


7.   SUBSEQUENT  EVENT  (UNAUDITED)
     ------------------------------

Effective  April 1, 2004, Karrison Compagnie, Inc. entered into an agreement and
Plan  of  Reorganization (the "Agreement") whereby the Company agreed to acquire
all  of  the issued and outstanding shares of American Fidelity, Inc. ("AFI") in
exchange  for  4,000,000  restricted common shares.  The Agreement represented a
re-capitalization  of  AFI  with  accounting treatment similar to that used in a
reverse  acquisition,  except  that  no  goodwill  or intangible is recorded.  A
re-capitalization  is characterized by the merger of a private operating company
into  a  non-operating  public  shell  corporation  with  nominal net assets and
typically  results  in  the  owners  and  managers of the private company having
effective  or  operating  control  after  the  transaction.  AFI,  the  private
operating company, emerged as the surviving financial reporting entity under the
Agreement,  but Karrison Compagnie, Inc. remained as the legal reporting entity.
Beginning  in  April  2004,  the Company's financial statements will present the
historical  financial  results  of  AFI.

The  following  unaudited summary proforma information presents the consolidated
results  of operations as if the effective date of the recapitalization occurred
at  the  beginning  of  fiscal  2004:

Total revenue                                           $9,789,835
Net loss                                                $ (356,729)
Net loss available to common stockholders                 (356,729)
Basic and diluted net loss per common share             $    (0.06)


                                      F-16

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Killman,  Murrell  &  Co.,  P.C.  ("KM") audited the financial statements of the
Company  for  the  two  years  ended  March  31,  2003. The report of KM on such
financial  statements,  dated May 14, 2003 did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. Our Board of Directors approved the dismissal of
KM  on  March  31,  2004.

Ham,  Langston  & Brezina, LLP ("HLB"), Certified Public Accountants of Houston,
Texas,  were  appointed  by the Company on March 31, 2004 to audit our financial
statements  for the fiscal year ended March 31, 2004. During our two most recent
fiscal  years  and the subsequent interim periods preceding their appointment as
independent  accountants, neither the Company nor anyone on its behalf consulted
HLB  regarding  either  the  application of accounting principles to a specified
transaction,  either  completed  or  proposed, or the type of audit opinion that
might  be  rendered  of the Company's consolidated financial statements, nor has
HLB  provided  to  the  Company  a  written report or oral advice regarding such
principles or audit opinion.

During  the  Company's  two most recent fiscal years, and since then, KM has not
advised  the  Company  that  any  of  the  following  exist  or  are applicable:

(1)  That  the  internal  controls necessary for the Company to develop reliable
     financial  statements  do  not  exist,  that  information has come to their
     attention  that  has  led them to no longer be able to rely on management's
     representations,  or that has made them unwilling to be associated with the
     financial  statements  prepared  by  management.

(2)  That  the  Company needs to expand significantly the scope of its audit, or
     that  information  has come to their attention that if further investigated
     may  materially  impact  the fairness or reliability of a previously issued
     audit  report or the underlying financial statements or any other financial
     presentation,  or  cause  them  to  be  unwilling  to  rely on management's
     representations  or  be  associated with the Company's financial statements
     for  the  foregoing  reasons  or  any  other  reason,  or

(3)  That  they  have  advised  the  Company  that information has come to their
     attention  that  they  have  concluded  materially  impacts the fairness or
     reliability  of  either  a previously issued audit report or the underlying
     financial  statements  for  the  foregoing  reasons  or  any  other reason.

The  Company  has  provided the disclosure in this Form 8-K to HLB and has given
HLB  an opportunity to provide a letter addressed to the Securities and Exchange
Commission.

We  have  provided  ("KM")  with  a  copy  of the disclosure provided under this
caption  of  this Report, and advised them to provide us with a letter addressed
to  the Securities Exchange Commission as to whether it agrees or disagrees with
the  disclosures  made  herein.  Their  response  is filed with this Form 9-K as
Exhibit  16.1.

                                     Page 9
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The  directors  and  officers of the Company, as of July 15, 2004, are set forth
below.  The  directors  hold  office  for  their respective term and until their
successors  are  duly  elected and qualified.  The officers serve at the will of
the  Board  of  Directors.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the names, ages, and positions of the executive officers and
directors of the Company

<TABLE>
<CAPTION>


     Name                            Age                Office
----------------------              -----   ----------------------------
<S>                                   <C>                     <C>
Randal A.  Gomez                      49         President and Chairman
                                                 of the Board of Directors
</TABLE>


RANDAL  A.  GOMEZ was appointed President and Chairman of the Board of Directors
on  April  1,  2004.  Mr. Gomez was formerly the President of American Fidelity,
Inc.  and  held  this position for the past 16 years. Mr. Gomez has successfully
run  all  aspects  of  American  Fidelity,  Inc.  since  its  inception in 1988,
including  production,  quality control, pre and post closing, underwriting, and
secondary.  American  Fidelity is a full-service lender that specializes in both
consumer  and  mortgage  brokers.  Mr.  Gomez  has  over  20 years experience in
Mortgage  Industry,  both  as  a  Broker  and in Lending. Mr. Gomez attended the
University  of  Colorado.

All  officers  and  directors  listed above will remain in office until the next
annual  meeting  of  our stockholders, and until their successors have been duly
elected  and qualified.  There are no agreements with respect to the election of
Directors.  We  have  not  compensated our Directors for service on our Board of
Directors,  any  committee  thereof,  or  reimbursed  for  expenses incurred for
attendance  at  meetings  of  our Board of Directors and/or any committee of our
Board  of  Directors.  Officers are appointed annually by our Board of Directors
and  each  Executive Officer serves at the discretion of our Board of Directors.
We  do  not  have  any  standing  committees.  Our Board of Directors may in the
future  determine  to  pay  Directors' fees and reimburse Directors for expenses
related  to  their  activities.

ITEM  401(E)

The  Company  currently  does  not  have  an  audit  committee.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Section  16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")  requires  the Company's officers, directors and persons who own more than
10%  of  the  Company's Common Stock to file reports of ownership and changes in
ownership  with the SEC and the National Association of Securities Dealers, Inc.
Officers, directors and greater than 10% stockholders are required by regulation
to  furnish  the  Company with copies of all forms they file pursuant to Section
16(a)  of  the Exchange Act. Based solely on the reports we have received and on
written  representations  from  certain  reporting  persons, we believe that the
directors,  executive  officers,  and  our  greater  than ten percent beneficial
owners have complied with all applicable filing requirements for the fiscal year
ended  March  31,  2004.

The  Company has adopted a code of ethics for its Principal Executive and Senior
Financial  Officers,  which  is  attached  hereto  as  Exhibit  14.

                                    Page 10
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

                                Annual Compensation         Long Term Compensation
                          ----------------------------  ------------------------------
                                                                   Awards          Payouts
                                                          ----------------------- ---------
Name and             Year     Salary  Bonus  Other Annual  Restricted   Securities    LTIP    All Other
Principal Position              ($)    ($)   Compensation     Stock    Underlying   Payouts  Compensation
                                                  ($)        award(s)    Options /     ($)
                                                             (shares)      SARs
                                                                           (#)
------------------- ----     ------- ------ ------------- ----------- ----------- --------   --------------
<S>          <C>                         <C>                            <C>
Randal A. Gomez     2002       N/A     N/A        N/A         N/A         N/A         N/A
President and       2003       N/A     N/A        N/A         N/A         N/A         N/A
Chairman of the     2004       N/A     N/A        N/A         N/A         N/A         N/A
Directors
------------------- ----     ------- ------ ------------- ----------- ----------- --------   --------------
Randal A. Gomez     2002       N/A     N/A        N/A         N/A         N/A         N/A
Chief Financial     2003       N/A     N/A        N/A         N/A         N/A         N/A
Officer             2004       N/A     N/A        N/A         N/A         N/A         N/A
</TABLE>



<TABLE>
<CAPTION>

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

                  Individual Grants
------------------------------------------------------------ ------------------
Name        Number of  Percent of   Exercise  Expiration   Grant Date   Present
           Securities     Total     of Base      Date                   Value ($)
           Underlying   Options /    Price
            Options/      SARs       ($/sh)
              SARs     Granted to
             Granted    Employees
               (#)      in Fiscal
                           Year

---------- ----------- ----------- ---------- ---------- ------------- ---------
<S>                       <C>                               <C>
Randal A.
Gomez         N/A          N/A         N/A        N/A         N/A
</TABLE>



<TABLE>
<CAPTION>


Name           Shares        Value Realized  Number of        Value of
               Acquired on   ($)             Securities       Unexercised In-
               Exercise (#)                  Underlying       The-Money
                                             Unexercised      Options/SARs
                                             Options / SARs   At Fiscal Year-
                                             At Fiscal Year-  End ($)
                                             End (#)          Exercisable /
                                             Exercisable /    Unexercisable
                                             Unexercisable

-----------  ------------  ---------------- ----------------  -------------
<S>                          <C>                               <C>
Randal A.
Gomez            N/A              N/A            N/A              N/A
</TABLE>

                                    Page 11
<PAGE>


EMPLOYMENT AGREEMENTS

We  have  entered  no  employment  agreements.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based upon information received from the persons concerned, each person known to
us  to  be  the  beneficial  owner  of more than five percent of the outstanding
shares  of  our  Common Stock, each director, each of our executive officers and
all of our directors and executive officers as a group, owned beneficially as of
July  14,  2004,  the  number and percentage of outstanding shares of our Common
Stock  indicated  in  the  following  table:

<TABLE>
<CAPTION>


Name and Address of
Beneficial Owner                                     Number of Shares     Percentage
<S>                         <C>                          <C>                    <C>

Randal A. Gomez                                         9,200,000            92%
10200 Daradale Ave.
Baton Rouge, LA  70816

All directors and executive officers as a group
(as a group)                                                                 92%
</TABLE>


                                    Page 12
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The  Company's  most  significant  stockholder,  at  March  31, 2004, is also an
officer  and  director  of  the  Company (the "Stockholder"). The following is a
summary  of  transactions  with the Stockholder during the years ended March 31,
2004  and  2003:

-    The  Stockholder purchased 500,000 shares of the Company's common stock for
     $5,000  in  January  2001  and an additional 325,000 shares in May 2002 for
     $16,250  as  part  of  the  public  offering.

-    The Stockholder extended a $50,000 line of credit to the Company that bears
     interest  of 6% per year and is due on demand. The balance due on this line
     of  credit  was  $2,252  at  March  31,  2003.  Interest expense of $11 was
     recognized in connection with this line of credit for the years ended March
     31,  2003.

-    The  Stockholder  provides  space  to  house inventory and conduct business
     without  charge  to  the Company. During the years ended March 31, 2004 and
     2003,  the  Company  recognized  $600  of  storage  fees  per  years with a
     corresponding  credit  to  additional  paid-in-capital.

-    The  Stockholder  does  not receive a salary from the Company; however, the
     value  of  her services, estimated at $6,000 per year, has been recorded as
     an  expense  of  the Company for each of the years ended March 31, 2004 and
     2003.

-    On  December  29,  2003,  the  Stockholder  and a company controlled by the
     spouse  of  the  Stockholder  collectively  purchased  the inventory of the
     Company  at its original cost of $26,432. The transaction was treated as an
     equity  transaction  and  was accompanied by a $19,750 cash distribution to
     Stockholders  as  follows:

  Inventory distributed at cost     $   26,432
  Add cash distribution                 19,750
                                       -------

Total distribution                      46,182

  Cash collected from the Stockholder
for sale of he inventory and treated
as a capital contribution               26,123

Net distribution to the Stockholder   $ 20,059
                                      ========

The  net  proceeds  from  this  inventory transaction were used to pay legal and
professional  fees  and  repay  the  note  payable  to  the  Stockholder.

In addition to the transactions with the Stockholder, the Company has engaged in
other  related  party  transactions,  as  follows:

-    During  the  year  ended  March  31, 2002 the Company made sales to related
     parties  of  $11,898.

-    In  May  2002,  as  part  of the Company's initial public offering, a close
     relative of the Stockholder purchased 49,000 shares of the Company's common
     stock  for  $2,450.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     The following documents are filed as part of this report

Exhibit  31.1  --   Certification  of  Chief  Executive  Officer of American
                    Fidelity  Financial  Service,  Inc.  required  by Rule 13a -
                    14(1)  or Rule 15d - 14(a) of the Securities Exchange Act of
                    1934,  as  adopted  pursuant  to  Section  302  of  the
                    Sarbanes-Oxley  Act  of  2002.

Exhibit  31.2  --   Certification  of  Chief  Financial  Officer of American
                    Fidelity  Financial  Services,  Inc.  required by Rule 13a -
                    14(1)  or Rule 15d - 14(a) of the Securities Exchange Act of
                    1934,  as  adopted  pursuant  to  Section  302  of  the
                    Sarbanes-Oxley  Act  of  2002.

Exhibit  32.1  --   Certification  of Chief Executive Officer of American
                    Fidelity Financial Services, Inc. pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
                    63.

Exhibit  32.2  --   Certification  of Chief Financial Officer of American
                    Fidelity Financial Services, Inc. pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
                    63.

(b)  Reports  on  Form  8-K.

     None.

                                    Page 13
<PAGE>

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT FEES

Ham,  Langston & Brezina, L.L.P. billed us in the aggregate amount of $5,000 for
professional  services  rendered  for  their  audit  of  our  annual  financial
statements  and  their reviews of the financial statements included in our Forms
10-QSB  for  the  year  ended  March  31, 2004 and March 31, 2003, respectively.

AUDIT-RELATED FEES

Ham,  Langston  &  Brezina, L.L.P. did not bill us for, nor perform professional
services  rendered  for  assurance  and  related  services  that were reasonably
related  to  the  performance  of  audit  or  review  of the Company's financial
statements  for  the  fiscal  years  ended  March  31,  2004 and March 31, 2003.

FINANCIAL  INFORMATION  SYSTEMS  DESIGN  AND  IMPLEMENTATION  FEES

For  the  fiscal  years ended March 31, 2004 and March 31, 2003, Ham, Langston &
Brezina,  L.L.P.  did  not  bill  us for, nor perform, any financial information
systems design or implementation.  For the fiscal years ended March 31, 2004 and
March  31,  2003,  we  were  not billed for professional services from any other
accounting  firm  for  information  systems  design  or  implementation.

TAX FEES

Ham, Langston & Brezina, L.L.P. billed did not bill us for professional services
rendered  for tax related services for the fiscal years ended March 31, 2004 and
March  31,  2003,  respectively.

ALL  OTHER  FEES

We were not billed for any other professional services for the fiscal year ended
March  31,  2004.


AUDITOR  INDEPENDENCE

Our  Board  of  Directors  considers that the work done for us in the year ended
March 31, 2004 by Ham, Langston & Brezina, L.L.P. is compatible with maintaining
Ham,  Langston  &  Brezina,  L.L.P.'s  independence.

AUDITOR'S  TIME  ON  TASK

All  of  the  work  expended by Ham, Langston & Brezina, L.L.P. on our March 31,
2004 audit was attributed to work performed by Ham, Langston & Brezina, L.L.P.'s
full-time,  permanent  employees.

                                    Page 14
<PAGE>

                                   SIGNATURES

Pursuant  to  the requirements of section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the undersigned has duly caused this Form 10-KSB to be signed on
its  behalf by the undersigned, there unto duly authorized, in the City of Baton
Rouge,  Louisiana,  on  July  15,  2004.

AMERICAN FIDELITY FINANCIAL SERVICES, INC.

By: /s/ Randal A. Gomez                         Date: July 15, 2004
    -------------------------------------
    Randal A. Gomez
    Chairman of the Board and President



Pursuant to the requirements of the Securities Exchange Act of 1933, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on July 15, 2004.


By: /s/ Randal A. Gomez
-----------------------------------
Randal A. Gomez
Chairman of the Board
and President


                                    Page 15
<PAGE>

EXHIBIT  31.1  --  CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF AMERICAN FIDELITY
FINANCIAL  SERVICES,  INC.  REQUIRED BY RULE 13A - 14(1)  OR RULE 15D - 14(A) OF
THE SECURITIES  EXCHANGE  ACT  OF  1934,  AS  ADOPTED PURSUANT TO SECTION 302 OF
THE  SARBANES-OXLEY  ACT  OF  2002.

I, Randal A. Gomez, certify that:

1.   I  have  reviewed  this  annual  report on Form 10-KSB of American Fidelity
     Financial  Services,  Inc.;
2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;
3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:
     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;
     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and
     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;
5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):
     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and
     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and
6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  factors  that  could  significantly affect internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.

Date:  July  15,  2004
/s/ Randal A. Gomez
-------------------
Randal A. Gomez
President

<PAGE>

EXHIBIT  31.2  --  CERTIFICATION OF CHIEF FINANCIAL OFFICER OF AMERICAN FIDELITY
FINANCIAL SERVICES, INC. REQUIRED  BY  RULE  13A - 14(1)  OR RULE 15D - 14(A) OF
THE SECURITIES  EXCHANGE  ACT  OF  1934,  AS  ADOPTED PURSUANT TO SECTION 302 OF
THE  SARBANES-OXLEY  ACT  OF  2002.

I, Randal A. Gomez, certify that:

1.   I  have  reviewed  this  annual  report on Form 10-KSB of American Fidelity
     Financial  Services,  Inc.;
2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;
3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:
     a.   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;
     b.   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and
     c.   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;
5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):
     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and
     b.   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and
6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  factors  that  could  significantly affect internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.


Date: July 15, 2004
/s/ Randal A. Gomez
-------------------
Randal A. Gomez
Acting Chief Financial Officer

<PAGE>

EXHIBIT  32.1  --  CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF AMERICAN FIDELITY
FINANCIAL  SERVICES,  INC.  PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002  AND  SECTION  1350  OF  18  U.S.C.  63.

I,  Randal A. Gomez, the President of American Fidelity Financial Services, Inc.
hereby  certify  that  to  my  knowledge,  American Fidelity Financial Services,
Inc.'s  annual  report  on  Form 10-KSB for the year ended March 31, 2004, fully
complies  with  the  requirements  of  Section  13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in the annual report on Form
10-KSB  and  the  financial statements contained therein fairly presents, in all
material  respects,  the  financial  condition  and results of the operations of
American  Fidelity  Financial  Services,  Inc

Date:     July 15, 2004           /s/ Randal A. Gomez
                                      ---------------
                                      Randal A. Gomez
                                      President
                                      American Fidelity Financial Services, Inc.




EXHIBIT  32.2  --  CERTIFICATION OF CHIEF FINANCIAL OFFICER OF AMERICAN FIDELITY
FINANCIAL  SERVICES,  INC.  PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002  AND  SECTION  1350  OF  18  U.S.C.  63.

I,  Randal  A.  Gomez,  the  Acting Chief Financial Officer of American Fidelity
Financial  Services, Inc. hereby certify that to my knowledge, American Fidelity
Financial Services, Inc.'s annual report on Form 10-KSB for the year ended March
31,  2004, fully complies with the requirements of Section 13(a) or 15(d) of the
Securities  Exchange  Act  of  1934 and that information contained in the annual
report  on  Form  10-KSB  and  the financial statements contained therein fairly
presents,  in  all material respects, the financial condition and results of the
operations  of  American  Fidelity  Financial  Services,  Inc

Date:     July 15, 2004           /s/ Randal A. Gomez
                                      ---------------
                                      Randal A. Gomez,
                                      Acting Chief Financial Officer of
                                      American Fidelity Financial Services, Inc.

<PAGE>