U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-KSB

(Mark One)



[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2004



[  ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from_________to __________



Commission File Number 0-33417



EPIC FINANCIAL CORPORATION

(Exact Name of Registrant as

Specified in its Charter)





Nevada



88-0451534



(State or other jurisdiction of

(I.R.S. employer

incorporation or organization)

identification number)





7545 N. Del Mar Avenue, Suite 102, Fresno, CA 93711

(Address of principal executive offices)       (Zip code)



Issuer's Telephone Number: (559) 435-2767



Securities registered under Section 12(b) of the Exchange Act:



Title of each class

Name of each exchange on which registered

N/A

N/A



Securities registered under Section 12(g) of the Exchange Act:  Common Stock, $0.001 par value



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



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of 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 ]



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The issuer's revenues for its most recent fiscal year: $241,426.



The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of March 11, 2005:  Common stock, $0.001 par value:  $344,836.



The number of shares of the registrant's common stock outstanding as of March 11, 2005:  19,474,722



Documents incorporated by reference:  Not Applicable



Transitional Small Business Disclosure Format:  Yes  _____    No   X__





FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would," "expects," "plans," "anticipates," "believes,"
"estimates," "projects," "predicts," "potential" and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks, uncertainties and other factors may cause our actual results, performances or achievements to be materially different from those expressed or implied by our forward-looking statements. Our forward-looking statements in this annual report include, but are not limited to, statements relating to:

o

our anticipated business strategy;

o

the market opportunity for our services, including anticipated growth of our industry and expected demand for our services;

o

our plans for hiring additional personnel;

o

our estimates regarding our future capital requirements and needs for additional financing; and

o

any of our other plans, objectives, expectations and intentions contained in this prospectus that are not historical facts.

You should read this annual report completely and with the understanding that our actual future results may be materially different from what we expect. We will not update these forward-looking statements, even though our situation may change in the future. We qualify all of our forward-looking statements by these cautionary statements.



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Our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. Such factors include, among others, the risk and other factors set forth in the section
"Risk Factors" as well as the following:

o

changes in general economic and business conditions;

o

changes in current pricing levels;

o

reductions in sales to any of our significant customers or in customer capacity generally;

o

our ability to hire and retain qualified personnel;

o

changes in our sales mix to lower margin financial products;

o

increased competition; and

o

our ability to keep up with technological change and changes in customer demands.

If one or more of these risks or uncertainties materialize, or if underlying assumption prove incorrect, our actual results may vary materially from those expected, estimated or projected. Because of these uncertainties, you should not place undue reliance on forward-looking statements.



PART I



Item 1.  Description of Business.



Business Development



On February 14, 2000, we were incorporated in the State of Nevada under the name
"BigEquip.net, Inc." and February 8, 2002 our name was changed to "Big Equipment Services, Inc."  We sometimes refer to our company in this Annual Report as the
"Company".



Effective March 7, 2003, the Articles of Incorporation of the Company were amended to change the name of the Company to Epic Financial Corporation. At the same time, the Certificate of Amendment to Articles of Incorporation effectuated a 1-for-20 reverse split of the Company's common stock. The record date for the reverse split was the close of business on March 6, 2003. For further information concerning the change of name and reverse split, reference is made to the Company's Schedule 14C Definitive Information Statement that was filed with the Securities and Exchange Commission on February 14, 2003.



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Pursuant to a Purchase Agreement dated March 7, 2003, the Company, on March 31, 2003, closed a transaction, whereby it acquired all of the issued and outstanding shares of common stock, no par value, of Saddleback Investment Services, Inc., a California corporation ("Saddleback") from William R. Parker ("Mr. Parker") and six otherwise unaffiliated persons or entities. In exchange for the shares of Saddleback, we issued 1,500,000 shares of our restricted common stock, $0.001 par value per share, to Mr. Parker and an aggregate of 1,500,000 shares to such other persons or entities.  As a result of this transaction, Mr. Parker became the beneficial owner of 44.79% of the issued and outstanding common stock of the Registrant, the sole class of voting stock of the Registrant.  As a part of the transaction, on March 31, 2003, Mr. Parker was appointed to the Board of Directors of the Company and elected President of the Company.  For further information concerning the acquisition of Saddleback by the Company, reference is made to our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on March 31, 2003.



At the same time, we abandoned the intended focus of our business form one of providing business and e-commerce solutions to small- and medium-sized construction companies, which was never implemented, and adopted a new business strategy
- a financial services firm, specifically  real estate mortgage financing.



As a result of the acquisition by the Company of Saddleback, on March 31, 2003, Saddleback became a wholly-owned subsidiary of the Company.  The transaction was treated as a reverse acquisition for accounting purposes.  The historical results reflected in the financial statement and discussed herein, however, are those of the entity in existence as of the fiscal year ended December 31, 2002, Big Equipment Services, Inc. (formerly BigEquip.net, Inc.).



As a result of the accounting treatment of the purchase of the Saddleback Stock by the Company, Saddleback is deemed to be the
"Accounting Acquiror", thus resulting in the Company's adoption of the October 31 fiscal year-end of the Accounting Acquiror.



On October 1, 2003, the Company completed a transaction whereby it acquired all of the issued and outstanding capital stock of Key Mortgage Corporation; however, this transaction was rescinded on February 3, 2004, effective October 1, 2003, because of the inability to obtain in a timely manner the audited financial statements with respect to Key Mortgage Corporation for the ten months ended October 31, 2003.



Pursuant to a Purchase Agreement date July 23, 2004, (the
"Purchase Agreement"), the Company, on August 2, 2004, closed a transaction , whereby it acquired certain assets of One4Luck, Inc., a Nevada corporation ("One4Luck").  In exchange for the assets of One4Luck, we issued 1,500,000 shares of our restricted common stock, $0.001 par value per share, to One4Luck and delivered to One4Luck, our one-year note in the principal amount of $120,000 bearing interest at six percent (6%) per annum.  .   For further information concerning the acquisition of One4Luck by the Company, reference is made to our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on August 17, 2004.



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On July 26, 2004, Subsequent to the execution of the Purchase Agreement, but prior to the closing of the transaction, William R. Parker, the sole member of the Board of Directors of the Company elected Rodney R. Ray to the Board of Directors.  At that time, Mr. Parker resigned as a director, President, Acting Chief Financial Officer and Acting Secretary of the Company and Mr. Ray was electing to the same officer positions.  At that time, Mr. Ray was serving as President of One4Luck and was its principal shareholder.



In the months following the acquisition of the assets of One4Luck, the Company has integrated the assets of One4Luck, primarily its business plan
and certain copyrighted properties, into the Company in order to recommence operations of the One4Luck business model, which is described below.  At the same time, the Company is pursuing
the possible acquisition of other business entities engaged in operations similar to or compatible with the business of the One4Luck business model.



Description of Business Model of One4Luck



General



One4Luck is in the business of developing and marketing educational tools for individual consumers.  Its first product will be devoted to assisting consumers in acquiring skills to engage in on-line securities trading.



One4Luck intends to market its products through
"infomercials" - one-half hour paid commercials on television stations.  Viewers of the commercials are encouraged to subscribe, via a toll-free telephone number, to the
"Teach Me to Trade" Online Investing System, a copyrighted package of print and CD Rom-based educational tools.  The educational package assists the purchaser in learning how to pick stocks, how and when to place buy and sell orders and to manage their securities portfolios via the Internet using on-line brokers.  One4Luck is not a brokerage firm, but it allows its customers to educate themselves about the stock market, how to understand stock analyses and how to take advantage of licensed on-line brokerage houses to complete their acquisition and disposition of securities.



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One4Luck began to offer its products and services in late 1999 and had some success in its marketing efforts at that time; however, the general downturn of the stock markets at that time and for succeeding months inhibited its expansion plans.  The general revival of the stock market over the past months, together with the growing interest of consumers in investment strategies, have renewed interest in the products and services offered by One4Luck.  Recent test-marketing of its products and services has determined appropriate geographic markets in which to pursue the promotion of its products and services.



One4Luck owns a number of copyrights, trademarks and
service marks covering its currently offered products and services.  At this time, One4Luck is unaware of any present or intended infringements on those rights and marks.  It will, of course, aggressively defends it intellectual property rights in the event of any such infringements.



Competition



The
"self-help" educational sector is a broad and highly competitive market.  It ranges from educational training in securities trading, real estate investment, small business opportunities and many other topics.  The sector includes live seminars conducted by nationally-recognized motivational speakers, publication programs and Web-based educational tools.  Some of the competitors in this sector also utilize television
"infomercials" to market their products and services.  Compared to its competition, One4Luck is a relative new participant in this industry, while many of them are long established marketers of seminar-based instructional courses.  Most of One4Luck's potential competitors are well known to the public and create substantial revenue streams.  The Company believes that with proper capital support One4Luck can take advantage of its emphasis on the Internet for both the learning experience and the practical usage of its on-line investing strategies.



During the fiscal year ended October 31, 2004, the Company temporarily suspended the operations of its subsidiary Saddleback Investment Services, Inc., which had been doing business as American National Mortgage.  The Company is seeking a purchaser of the subsidiary with its mortgage lending licenses.  However, it may reactivate the operations if it is deemed to be in the best interests of the Company to do so.



Government Regulation



The Company believes that there are no current regulations, state or federal, which would materially and adversely affect the Company's operations, nor are any expected. In the future, governmental regulations may develop, having an adverse effect on the Company's operations.



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Employees



As of October 31, 2004, the Company had one employee, the President and CEO of the Company.  None of its employees is represented by a labor union.  The Company does not have any employees, other than
that referenced above, of its wholly-owned subsidiary, One4Luck, Inc.  The Company's inactive subsidiary, Saddleback, does not have any employees at this time.



Business Risk Factors.



The business risk factors below, along with those discussed in the
"Description of Business" section of this Annual Report on Form 10-KSB, reflect some, but not necessarily all, of the risks and uncertainties that could have a material adverse affect on our ability to operate its businesses successfully.  Our actual results could differ materially from our business plan due to some or all of the factors discussed below.



Going Concern Opinion



The Company's financial statements for the years ended October 31, 2003 and October 31, 2004 both contain an emphasis paragraph regarding
"going concern" from the Company's independent accountants. The Company's independent accountants note that the Company's, recurring losses from operations, and shareholders' deficiency raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In response to such concerns, management has developed operational and strategic plans to improve the Company's long-term financial condition, and financial sourcing strategies with the goal of providing working capital to the business. To maintain operating cash levels, the Company expects to periodically obtain equity funding, attempting to balance cash needs and the stockholder dilution that is created by the issuance of new shares. Management's operational plans and initiatives include marketing plans for the growth of our mortgage lending operations. While the Company's strategic, operational, and financing plans are designed to improve the Company's financial condition and meet its working capital needs, there can be no assurance that the Company will be able to achieve its desired results or that other factors may not cause the Company's financial condition to be further weakened.





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Our future revenues are unpredictable and our operating results are likely to fluctuate from quarter to quarter

Our quarterly and annual operating results have fluctuated in the past and are likely to fluctuate significantly in the future due to a variety of factors, some of which are outside of our control. Accordingly, we believe that period-to-period comparisons of our results of operations are not meaningful and should not be relied upon as indications of future performance. Some of the factors that could cause our quarterly or annual operating results to fluctuate include market acceptance of our accounts receivable financing, equipment leasing and mortgage services, the ability to generate business development opportunities, and the ability to generate capital to fund our operations to the degree necessary to provide stability for our business operations and, thus, revenues.

Because of intense competition for skilled personnel, we may not be able to recruit or retain necessary personnel on a cost-effective basis

Our future success will depend in large part upon our ability to identify, hire, retain and motivate highly skilled employees. We plan to significantly increase the number of our marketing, sales, customer support and operations employees to effectively serve the evolving needs of our present and future customers. Competition for highly skilled employees in our industry is intense. In addition, employees may leave our company and subsequently compete against us. Our failure to attract and retain these qualified employees could significantly harm our business. The loss of the services of any of our qualified employees, the inability to attract or retain qualified personnel in the future or delays in hiring required personnel could hinder the development and introduction of new and enhanced products and harm our ability to sell our products. Moreover, companies in our industry whose employees accept positions with competitors frequently claim that their competitors have engaged in unfair hiring practices. We may be subject to such claims in the future as we seek to hire qualified personnel, some of whom may currently be working for our competitors. Some of these claims may result in material litigation. We could incur substantial costs in defending ourselves against these claims, regardless of their merits.

The loss of any of our key personnel could significantly harm our business

Our success depends to a significant degree upon the continuing contributions of our key management, technical, marketing and sales employees. The loss of the services of any key employee could significantly harm our business, financial condition and results of operations. There can be no assurance that we will be successful in retaining our key employees or that we can attract or retain additional skilled personnel as required. Failure to retain key personnel could significantly harm our business, financial condition and results of operations.



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Claims that we infringe third-party intellectual property rights could result in significant expenses or restrictions on our ability to sell our products

From time to time, other parties may assert patent, copyright, trademark and other intellectual property rights to technologies and in various jurisdictions that are important to our business. Any claims asserting that our products infringe or may infringe proprietary rights of third parties, if determined adversely to us, could significantly harm our business. Any claims, with or without merit, could be time-consuming, result in costly litigation, divert the efforts of our technical and management personnel, cause product shipment delays or require us to enter into royalty or licensing agreements, any of which could significantly harm our business. Royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at all. In the event a claim against us was successful and we could not obtain a license to the relevant technology on acceptable terms or license a substitute technology or redesign our products to avoid infringement, our business would be harmed.

Any acquisitions that we may undertake could be difficult to integrate, disrupt our business, dilute shareholder value and significantly harm our operating results

We expect to review opportunities to buy other businesses or technologies that would complement our current products, expand the breadth of our markets or enhance our technical capabilities, or that may otherwise offer growth opportunities. While we have no current agreements or negotiations underway, we may buy businesses, products or technologies in the future. If we make any future acquisitions, we could issue stock that would dilute existing stockholders' percentage ownership, incur substantial debt or assume contingent liabilities. We have no experience in acquiring other businesses and technologies. Potential acquisitions also involve numerous risks, including:

o

problems assimilating the purchased operations, technologies or products;

o

unanticipated costs associated with the acquisition;

o

diversion of management's attention from our core business;

o

adverse effects on existing business relationships with suppliers and customers;

o

risks associated with entering markets in which we have no or limited prior experience; and

o

potential loss of the purchased organization's or our own key employees.

We cannot assure you that we would be successful in overcoming problems encountered in connection with such acquisitions, and our inability to do so could significantly harm our business.



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The market price of our common stock may experience fluctuation unrelated to operating performance, including future private or public offerings of our capital stock

The market price of the Common Stock of the Company may experience fluctuations that are unrelated to the Company's operating performance. In particular, the price of the Common Stock may be affected by general market price movements as well as developments specifically related to the mortgage industry such as, among other things, interest rate movements. In addition, the Company's operating income on a quarterly basis is significantly dependent upon the successful completion of the Company's loan sales in the market, and the Company's inability to complete these transactions in a particular quarter may have a material adverse impact on the Company's results of operations for that quarter and could, therefore, negatively impact the price of the Common Stock.

The Company may increase its capital by making additional private or public offerings of its Common Stock, securities convertible into its Common Stock, preferred stock or debt securities. The actual or perceived effect of such offerings, the timing of which cannot be predicted, may be the dilution of the book value or earnings per share of the Common Stock outstanding, which may result in the reduction of the market price of the Common Stock and affect the Company's ability to access the capital markets.



Need for additional funding



Historically, the Company has relied on debt and equity investment infusions of cash to continue operations. If the Company is unable to generate and maintain positive operating cash flows and operating income in the future, or to continue to obtain equity or debt financing from its current sources or those who have committed to provide such financing (as to all of which there can be no assurance), it would require funding from other sources. If financing is required, the Company's inability to raise capital would materially and adversely harm the Company's business and financial condition. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in dilution to the Company's stockholders.



Downturn in Securities Market



The most significant risk factor that is specific to the
"Teach Me to Trade" Online Investing System, which is the initial product rollout for the Company, is a downturn in the securities market.  The Company's product is dependent upon a growing securities market that will cause the public to acquire the Company's product in order to capitalize on such growth.





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Item 2.  Description of Property



The Company currently occupies 2080 square feet of leased office space in Fresno, California.  The lease for the premises was initiated on January 1, 2005 and continues until June 30, 2006.  We pay a monthly rent of $1,450.00 through June 30, 2005 and $1,750.00 through the remainder of the term of the lease.  The Company expects that it the current leased premises will be satisfactory until the future growth of its business operations necessitates an increase in office space.  There is an ample supply of office space in the Fresno area and the Registrant does not anticipate any problem in securing additional space if, and when, necessary.



Item 3.  Legal Proceedings.



We were not subject in the year ended October 31, 2004, nor are we currently subject, to any legal proceedings.  However, on March 1, 2001, our wholly-owned subsidiary, Saddleback, was named as a defendant in the litigation styled, The Provident Bank vs. Saddleback Investments, dba American National Mortgage Funding, a corporation; Jack D. Scott, Trustee of the JDSDC Profit Sharing Plan; Arden Realty Limited Partnership, a Maryland Limited Partnership; ORIX USA Corporation, a Delaware corporation, and Does 1 through 50, Orange County Superior Court Case No. 01CC02898 and was also a named cross-complainant in such litigation.  The plaintiffs and cross-defendants sought money damages from on a variety of causes of action.  As of mid-April of 2003, after the conclusion of the trial, plaintiffs were awarded a judgment against Saddleback in the amount of approximately $487,435.  As of the date of this Annual Report, other parties involved in the litigation are appealing certain other aspects of the case.  As such, no settlement discussions or collection attempts are currently being conducted.



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



No matters were submitted during the fourth quarter of the Company's fiscal year ended October 31, 2004.



PART II



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



Market for Common Equity. The Common Stock of the Company is currently quoted in the over-the-counter market on the OTCBB under the symbol
"EPFL".





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When the trading price of the Company's Common Stock is below $5.00 per share, the Common Stock is considered to be
"penny stock" that are subject to rules promulgated by the Securities and Exchange Commission (Rule 15g-1 through 15g-9) under the Securities Exchange Act of 1934.  These rules impose significant requirements on brokers under these circumstances, including: (a) delivering to customers the Commission's standardized risk disclosure document; (b) providing to customers current bid and offers; (c) disclosing to customers the brokers-dealer and sales representatives compensation; and (d) providing to customers monthly account statements.



The following table sets forth the range of high and low closing bid prices per share of the Common Stock as reported by the National Association of Securities Dealers, Inc., composite feed or other qualified inter-dealer quotation medium, as compiled by Pink Sheets LLC for the periods indicated.



|                             | Bid (1)
|---------------------------- | -------
|                             |        
|Year ended October 31, 2004: |        
|First Quarter                |        
|Second Quarter               |        
|Third Quarter                |        
|Fourth Quarter               |        
|                             |        

(1)

The Company is unaware of the factors which resulted in the significant fluctuations in the bid prices per share during the periods being presented, although it is aware that there is a thin market for the Common Stock, that there are frequently few shares being traded and that any sales significantly impact the market.





On March 11, 2005, the Closing bid and ask price of the Common Stock of the Company were $0.017 and $0.02 per share, respectively.  The foregoing prices represent inter-dealer quotations without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.  On February 12, 2004, there were approximately 15 broker-dealers publishing quotes for the Common Stock of the Company.



Holders.  As of March 11, 2005, there were 19,474,722 shares of Common Stock issued and outstanding, which were held by approximately 65 holders of record.  As of March 11, 2005, there were 1,000,000 shares of Series A Convertible Preferred Stock outstanding, which were held of record by our subsidiary, Saddleback, and classified as treasury stock, and 95,000 shares of Series B Convertible Preferred Stock outstanding, which were held by 3 holders of record. At March 11, 2005, there were also 1,505,600  shares of Series C Convertible Preferred Stock outstanding, which were held by 6 holders of record.  No shares of any other series of Preferred Stock were outstanding as of March 11, 2005.



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Dividends.  The Company has not paid any dividends on its Common Stock and does not expect to do so in the foreseeable future.  The Company intends to apply its earnings, if any, in expanding its operations and related activities.  The payment of cash dividends in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings levels, capital requirements, the Company's financial condition and other factors deemed relevant by the Board of Directors.  Further, payment of cash dividends on our common stock is also subject to the approval of the holders of our Series A Preferred Stock.  In addition, the Company's ability to pay dividends may be limited under future loan agreements of the Company which restrict or prohibit the payment of dividends.





Securities Authorized for Issuance under Equity Compensation Plans



|Plan Category                                              | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average of exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------
|                                                           | (a)                                                                                         | (b)                                                                            | (c)                                                                                                                                        
|Equity compensation plans approved by security holders     | 0                                                                                           | 0                                                                              | 0                                                                                                                                          
|Equity compensation plans not approved by security holders | 2,000,000                                                                                   | $0.5625                                                                        | 3,977,105                                                                                                                                  
|Total                                                      | 2,000,000                                                                                   | $0.5625                                                                        | 3,977,105                                                                                                                                  



Recent Sales of Unregistered Securities.



During the fourth quarter of our fiscal year ended October 31, 2004, an aggregate of  3,500,000 shares of our common stock were sold in transactions that were exempt from registration.  On August 23, 2004, 1,500,000 shares of restricted common stock were issued pursuant to the Purchase Agreement dated July 23, 2004 in connection with the acquisition of the assets of One4Luck, Inc. by the Company. Rodney R. Ray, our President and Acting Chief Financial Officer, was among the shareholders of One4Luck, Inc. who received our stock as a result of this transaction, receiving 592,900 shares of our common stock.  Further information concerning this transaction is contained in our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on August 17, 2004.



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The other sale of unregistered common stock was the issuance of 2,000,000 shares of common stock to Rodney R. Ray, our President and Acting Chief Financial Officer, on September 9, 2004, pursuant to an Amended and Restated Employment Agreement dated September 8, 2004.  Further information concerning this transaction is contained in our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on September 10, 2004.



Between December 9, 2004 and February 3, 2005, an aggregate of 1,505,560 shares of our Series C Convertible Preferred Stock was sold to 6 purchasers in transactions exempt from registration.





Item 6.

Management's Discussion and Analysis or Plan of Operation.



Except for historical information, the materials contained in this Management's Discussion and Analysis are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) and involve a number of risks and uncertainties.  These include the Company's historical losses, the need to manage its growth, general economic downturns, intense competition in the financial services industries, seasonality of quarterly results, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.  Although forward-looking statements in this Annual Report reflect the good faith judgment of management, such statements can only be based on facts and factors currently known by the Company.  Consequently, forward-looking statements are inherently subject to risks and uncertainties, actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  Readers are urged to carefully review and consider the various disclosures made by the Company in this Annual Report, as an attempt to advise interested parties of the risks and factors that may affect the Company's business, financial condition, and results of operations and prospects.



Recent Changes in Business Strategy, Change in Control and Change in Corporate Structure



On February 14, 2000, we were incorporated in the State of Nevada under the name
"BigEquip.net, Inc." and February 8, 2002 our name was changed to "Big Equipment Services, Inc."  We sometimes refer to our company in this Annual Report as the
"Company".





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Effective March 7, 2003, the Articles of Incorporation of the Company were amended to change the name of the Company to Epic Financial Corporation. At the same time, the Certificate of Amendment to Articles of Incorporation effectuated a 1-for-20 reverse split of the Company's common stock. The record date for the reverse split was the close of business on March 6, 2003. For further information concerning the change of name and reverse split, reference is made to the Company's Schedule 14C Definitive Information Statement that was filed with the Securities and Exchange Commission on February 14, 2003.



Pursuant to a Purchase Agreement dated March 7, 2003, the Company, on March 31, 2003, closed a transaction, whereby it acquired all of the issued and outstanding shares of common stock, no par value, of Saddleback Investment Services, Inc., a California corporation ("Saddleback") from William R. Parker ("Mr. Parker") and six otherwise unaffiliated persons or entities. In exchange for the shares of Saddleback, we issued 1,500,000 shares of our restricted common stock, $0.001 par value per share, to Mr. Parker and an aggregate of 1,500,000 shares to such other persons or entities.  As a result of this transaction, Mr. Parker became the beneficial owner of 44.79% of the issued and outstanding common stock of the Registrant, the sole class of voting stock of the Registrant.  As a part of the transaction, on March 31, 2003, Mr. Parker was appointed to the Board of Directors of the Company and elected President of the Company.   For further information concerning the acquisition of Saddleback by the Company, reference is made to our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on March 31, 2003.



At the same time, we abandoned the intended focus of our business form one of providing business and e-commerce solutions to small- and medium-sized construction companies, which was never implemented, and adopted a new business strategy
- a financial services firm, specifically  real estate mortgage financing.



As a result of the acquisition by the Company of Saddleback, on March 31, 2003, Saddleback became a wholly-owned subsidiary of the Company.  The transaction was treated as a reverse acquisition for accounting purposes.   The historical results reflected in the financial statement and discussed herein, however, are those of the entity in existence as of the fiscal year ended December 31, 2002, Big Equipment Services, Inc. (formerly BigEquip.net, Inc.).



As a result of the accounting treatment of the purchase of the Saddleback Stock by the Company, Saddleback is deemed to be the
"Accounting Acquiror", thus resulting in the Company's adoption of the October 31 fiscal year-end of the Accounting Acquiror.



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Pursuant to a Purchase Agreement date July 23, 2004, (the
"Purchase Agreement"), the Company, on August 2, 2004, closed a transaction , whereby it acquired certain assets of One4Luck, Inc., a Nevada corporation ("One4Luck").  In exchange for the assets of One4Luck, we issued 1,500,000 shares of our restricted common stock, $0.001 par value per share, to One4Luck and delivered to One4Luck, our one-year note in the principal amount of $120,000 bearing interest at six percent (6%) per annum.  .   For further information concerning the acquisition of One4Luck by the Company, reference is made to our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on August 17, 2004.



On July 26, 2004, Subsequent to the execution of the Purchase Agreement, but prior to the closing of the transaction, William R. Parker, the sole member of the Board of Directors of the Company elected Rodney R. Ray to the Board of Directors.  At that time, Mr. Parker resigned as a director, President, Acting Chief Financial Officer and Acting Secretary of the Company and Mr. Ray was electing to the same officer positions.  At that time, Mr. Ray was serving as President of One4Luck and was its principal shareholder.



One4Luck is in the business of developing and marketing educational tools for individual consumers.  Its first product will be devoted to assisting consumers in acquiring skills to engage in on-line securities trading.



One4Luck intends to market its products through
"infomercials" - one-half hour paid commercials on television stations.  Viewers of the commercials are encouraged to subscribe, via a toll-free telephone number, to the
"Teach Me to Trade" Online Investing System, a copyrighted package of print and CD Rom-based educational tools.  The educational package assists the purchaser in learning how to pick stocks, how and when to place buy and sell orders and to manage their securities portfolios via the Internet using on-line brokers.  One4Luck is not a brokerage firm, but it allows its customers to educate themselves about the stock market, how to understand stock analyses and how to take advantage of licensed on-line brokerage houses to complete their acquisition and disposition of securities.



-16-

---





One4Luck began to offer its products and services in late 1999 and had some success in its marketing efforts at that time; however, the general downturn of the stock markets at that time and for succeeding months inhibited its expansion plans.  The general revival of the stock market over the past months, together with the growing interest of consumers in investment strategies, have renewed interest in the products and services offered by One4Luck.  Recent test-marketing of its products and services has determined appropriate geographic markets in which to pursue the promotion of its products and services.



During the fiscal year ended October 31, 2004, the Company temporarily suspended the operations of its subsidiary Saddleback Investment Services, Inc., which had been doing business as American National Mortgage.  The Company is seeking a purchaser of the subsidiary with its mortgage lending licenses.  However, it may reactivate the operations if it is deemed to be in the best interests of the Company to do so.



Results of Operations



Operations for the Year ended October 31, 2004, as compared to the Year ended October 31, 2003.



Revenues



Revenues increased by $110,367, or 84%, to $241,426 for the year ended October 31, 2004, compared to $131,059 for the year ended October 31, 2003, because the Company was reactivating its mortgage lending business during the earlier portion of the latest fiscal year.



Expenses



Total operating expenses for the year ended October 31, 2004, were $2,182,123.  This represents an increase of $1,121,613, or 106%, in operating expenses from the comparable year ended October 31, 2003, when we reported operating expenses of $1,060,510.  The primary component of this year's operating expenses was the $1,039,543 attributable to stock and warrants issued to consultants.   Additionally, an aggregate of $460,750 in impairment of assets and investments were incurred during the 2004 fiscal year.  A total of $124,000 in compensation (cash and stock) was paid to the Company's President and CEO in the 2004 fiscal years. No other salaries were paid to or accrued for management in the either of the fiscal years.  Our expenses increased as our mortgage lending operations became more active, but the primary increase was seen in legal, accounting and other professional fees and consulting fees, all of which are expenses normally incurred by public companies, and the previously discussed impairment of assets.



-17-

---





Net Profit (Loss)



During the year ended October 31, 2004, our loss was $1,942,297 or ($0.17) per share, as compared to our loss during the previous year of $1,439,338 or ($0.23) per share.



Liquidity and Capital Resources



In the year ended October 31, 2004, net cash of $175,137 was used by operating activities, as compared to the prior year, when operating activities used $224,892.  During the year ended October 31, 2004, financing activities provided net cash of $163,551, as compared to $229,567 provided in the prior year.  No net cash was used in investing activities in the year ended October 31, 2004, as compared to net cash of $3,639  used by investing activities during the prior year.



As of the end of our fiscal year on October 31, 2004, we had $-0- of current cash available.  Our management believes that this is not sufficient to meet our needs for our 2005 fiscal year.  Since our inception on, the Company has incurred an accumulated deficit of $3,538,206.  The Company requires immediate proceeds from debt or equity financing to provide it with working capital adequate to proceed with its proposed acquisitions and to go forward with its plan of operations.  Our management has proceeded to raise additional capital in the months following the close of the 2004 fiscal year and has secured investments in the Company of $376,400 from October 31, 2004 to date.  However, additional capital raising efforts will be required.



As a result of these factors, the Company's independent auditors issued their audit report for the fiscal year ended October 31, 2004, with a
"going concern" opinion.  None of the factors addressed by the Company's independent auditors have been mitigated and the
"going concern" issues remain.   We intend for the Company to seek private equity and/or debt capital to provide operating capital for our mortgage operations by Saddleback.  There can be no assurances that any such capital will be available on terms acceptable to us, or at all.  However, management believes that the focus of our business on the financial services sector will enable us to acquire existing businesses in that sector and to utilize these acquisitions in an effort to raise the capital necessary to resolve these
"going concern" issues.



Recent Accounting Pronouncements



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



-18-

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



In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 03-1,
"The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments." The EITF reached a consensus about the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss and how that criteria should be applied to investments accounted for under SFAS No. 115,
"ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES."  EITF 03-01 also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Additionally, EITF 03-01 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB delayed the accounting provisions of EITF 03-01; however the disclosure requirements remain effective for annual reports ending after June 15, 2004. The Company will evaluate the impact of EITF 03-01 once final guidance is issued.



Item 7.  Financial Statements.



Index to Financial Statement.





EPIC FINANCIAL CORPORATION



CONTENTS





Page



Report of Independent Public Accountants



F-1



Balance Sheet



F-2



Statements of Operations



F-3



Statements of Cash Flow

F-4



Statement of Shareholders' Equity

F-5



Notes to Financial Statements

F-6 - F-20



-19-

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Shareholders

EPIC Financial Corporation



We have audited the accompanying consolidated balance sheet of EPIC Financial Corporation as of October 31, 2004, and the related consolidated statements of operations, shareholders' deficit, and cash flows for the years ended October 31, 2004 and 2003. These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits of these statements 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 audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of EPIC Financial Corporation as of October 31, 2004, and the consolidated results of their operations and cash flows for the years ended October 31, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  During the year ended October 31, 2004, the Company incurred net losses of $1,942,297.  In addition, the Company's  had negative cash flow in operating activities amounting $175,137 in the year ended October 31, 2004, and the Company's accumulated deficit was $3,538,206 as of October 31, 2004. In addition, the Board of directors approved a resolution on August 27, 2004, to temporarily cease its operation of loan brokerage service effective August 31, 2004. These factors, among others, as discussed in Note 3 to the consolidated financial statements, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



KABANI & COMPANY, INC.





CERTIFIED PUBLIC ACCOUNTANTS

Huntington Beach, California



March 4, 2005



F1

-20-

---





|EPIC FINANCIAL  CORPORATION                                     
|----------------------------------------------------------------
|(FORMERLY, BIG EQUIPMENT SERVICES, INC.)                        
|CONSOLIDATED BALANCE SHEET                                      
|OCTOBER 31, 2004                                                
|                                                                
|                                                                
|                                                                
|ASSETS                                                          
|                                                                
|                                                                
|                                                                
|Deposits                                                        
|                                                                
|                                                                
|Total assets                                                    
|                                                                
|                                                                
|LIABILITIES AND STOCKHOLDERS' DEFICIT                           
|                                                                
|                                                                
|Current liabilities:                                            
|Accounts payable & accrued expenses                             
|Litigation accrual                                              
|Note Payable                                                    
|Loan payable, unsecured                                         
|Loan payable to officer                                         
|                                                                
|Total current liabilities                                       
|                                                                
|Stockholders' deficit:                                          
|Preferred stock - Unclassified, $0.001 par value, 3,700,000     
|shares authorized, none issued                                  
|Series A convertible Preferred Stock $0.001 par value per share,
|1,000,000 shares authorized, 1,000,000 issued                   
|Series B convertible Preferred Stock $0.001 par value per share,
|300,000 shares authorized, 120,000 issued & outstanding         
|Common stock, $0.001 par value, 20,000,000 shares authorized    
|11,946,232 issued and outstanding                               
|Additional paid-in capital                                      
|Treasury stock, 1,000,000 Series A Preferred stock              
|Accumulated deficit                                             
|                                                                
|Total stockholders' deficit                                     
|                                                                
|Total liabilities and stockholders' deficit                     



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



F2

-20-

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|EPIC FINANCIAL  CORPORATION                                                                                        
|-------------------------------------------------------------------------------------------------------------------
|(FORMERLY, BIG EQUIPMENT SERVICES, INC.)                                                                           
|CONSOLIDATED STATEMENTS OF OPERATIONS                                                                              
|FOR THE YEARS ENDED OCTOBER 31, 2004 AND 2003                                                                      
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Net revenue                                                                                                        
|                                                                                                                   
|Operating expenses:                                                                                                
|General and administrative                                                                                         
|Depreciation                                                                                                       
|Impairment of investments                                                                                          
|Impairment of assets acquired                                                                                      
|Impairment of intangible asset                                                                                     
|                                                                                                                   
|                                                                                                                   
|Loss from operations                                                                                               
|                                                                                                                   
|Other Income (Expense):                                                                                            
|Litigation accrual                                                                                                 
|                                                                                                                   
|Loss before income taxes                                                                                           
|                                                                                                                   
|Provision for income tax                                                                                           
|                                                                                                                   
|                                                                                                                   
|Net Loss                                                                                                           
|                                                                                                                   
|Preferred dividend                                                                                                 
|                                                                                                                   
|Net loss applicable to common shareholders                                                                         
|                                                                                                                   
|                                                                                                                   
|Basic & diluted loss per share for dividends for preferred stock                                                   
|                                                                                                                   
|Basic and diluted net loss per share:                                                                              
|                                                                                                                   
|Basic and diluted weighted average                                                                                 
|shares outstanding                                                                                                 
|                                                                                                                   
|                                                                                                                   
|Basic and diluted weighted average shares outstanding have been restated for all the periods to affect 1:20 reverse
|stock split for all shareholders on March 07, 2003.                                                                





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



F3

-21-

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|EPIC Financial Corporation                                        
|------------------------------------------------------------------
|Consolidated Statement of Shareholders' Equity (Deficit)          
|                                                                  
|                                                                  
|                                                                  
|Description                                                       
|                                                                  
|Balance - November 1, 2002                                        
|                                                                  
|Recapitalization on reverse acquisition                           
|                                                                  
|Balance after recapitalization                                    
|                                                                  
|Issuance of preferred stock for cash                              
|Issuance of shares for services                                   
|Issuance of warrants for services                                 
|Common stock subscriptions receivable                             
|Exercise of warrants                                              
|Sale of shares                                                    
|Issuance of preferred shares due to conversion feature            
|Net Loss                                                          
|Balance - October 31, 2003                                        
|                                                                  
|Issuance of shares for services                                   
|Conversion of preferred shares                                    
|Cash received for subscription receivable                         
|Subscriptions receivable applied to payables                      
|Issuance of shares for acquisitions, intangible asset & investment
|Issuance of shares to officers for compensation                   
|Issuance of warrants for services                                 
|Net loss                                                          
|Balance - October 31, 2004                                        



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



F4

-22-

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|EPIC FINANCIAL  CORPORATION                  
|---------------------------------------------
|(FORMERLY, BIG EQUIPMENT SERVICES, INC.)     
|CONSOLIDATED STATEMENTS OF CASH FLOWS        
|FOR THE YEARS ENDED OCTOBER 31, 2004 AND 2003
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             



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



F5

-23-

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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS







NOTE 1.  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION



Organization and Nature of Operation



Epic Financial Corporation (formerly known as Big Equipment Services, Inc.) herein referred to
"the Company" or "EPIC", was incorporated in the State of Nevada on February 14, 2000 under the name "BigEquip.net, Inc." and changed its name to "Big Equipment Services, Inc. on February 8, 2002".



Pursuant to a Purchase Agreement dated March 7, 2003, the Company, on March 31, 2003, acquired all of the issued and outstanding shares of common stock, no par value, of Saddleback Investment Services, Inc., dba American National Mortgage, a California corporation ("Saddleback or SIS") from William R. Parker ("Mr. Parker") and six otherwise unaffiliated persons or entities.  In exchange for the shares of Saddleback, the Company issued 1,500,000 shares of its restricted common stock, $0.001 par value per share, to Mr. Parker and an aggregate of 1,500,000 shares to such other persons or entities.  As a result of this transaction, Mr. Parker became the beneficial owner of 44.79% of the issued and outstanding common stock of the Company, the sole class of voting stock of the EPIC.  As a part of the transaction, on March 31, 2003, Mr. Parker was appointed to the Board of Directors of the Company and elected President of the Company.  EPIC, at the same time, abandoned the intended focus of its business from one of providing business and e-commerce solutions to small- and medium-sized construction companies, which was never implemented, and adopted a new business strategy - a financial services firm, specifically real estate mortgage financing.



The acquisition has been treated as a capital transaction in substance, rather than a business combination, and is deemed a
"reverse acquisition" for accounting purposes since the former owners of SIS controlled majority of the total shares of Common Stock of the Company outstanding immediately following the acquisition. The financial statements of legal acquiree are not significant; therefore, no pro forma financial information is submitted.



Pursuant to a Purchase Agreement dated July 23, 2004, EPIC closed a transaction on August 2, 2004, whereby the Company acquired certain assets of One4Luck, Inc., a Nevada corporation for a consideration valued at $201,000.  In exchange for such consideration, the Company issued to One4Luck 1,500,000 shares of its restricted common stock, $0.001 par value per share, and delivered to One4Luck one-year promissory note in the principal amount of $120,000 bearing interest at six percent (6%) per annum.  Subsequent to the execution of the Purchase Agreement, but prior to the Closing, on July 26, 2004, Mr.  Parker, the sole member of the Board of Directors of the Company elected Rodney R. Ray to the Board of Directors.  At that time, Mr. Parker resigned as a director, President, Acting Chief Financial Officer and Acting Secretary of the Company and Mr. Ray was appointed as President, Chief Financial Officer and Secretary of EPIC.



One4Luck is in the business of developing and marketing educational tools for individual customers.  Its first product is devoted to assisting consumers in acquiring skills to engage in on-line securities trading.  One4Luck plans to market its products through
"informationals" - one-half hour paid commercials on television stations.  Viewers on the commercials will be encouraged to subscribe, via a toll-free telephone number, to the
"Teach Me To Trade" online investing system, a copyrighted package of print and CD Rom-based educational tools.  The educational package will assist the purchaser in learning how to pick stocks, how and when to place buy and sell orders and to manage their securities portfolios via the Internet using on-line brokers.  The assets acquired from One4Luck constituted substantially all of the assets of One4Luck and its business operations.



F6

-24-

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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





Principles of Consolidation



For financial statement purposes, the purchase transaction of Saddleback in 2003 was recorded as a recapitalization of Saddleback.  The accompanying consolidated financial statements include the accounts of EPIC, its 100% wholly owned subsidiary, Saddleback and its investment in One4Luck (collectively the
"Company").  All significant inter-company accounts and transactions have been eliminated in consolidation.



NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Cash and cash equivalents



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



Use of estimates



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



Income taxes



Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income (loss).  Valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.



Basic and diluted net loss per share



Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128),
"Earnings per share".  SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15).  Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128.  Basic net loss per share is based upon the weighted average number of common shares outstanding.  Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised.  Dilution is computed by applying the treasury stock method.  Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.



F7

-25-

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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





Stock-based compensation



The Company has adopted the disclosure provisions only of SFAS 123 and continues to account for stock based compensation using the intrinsic value method prescribed in accordance with the provisions of APB No. 25, Accounting for Stock Issued to Employees, and related interpretations.  Common stock issued to employees for compensation is accounted for based on the market price of the underlying stock, generally the average low bid price.



The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services".  Common stock issued to non-employees in exchange for services is accounted for based on the fair value of the services received.



In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based Compensation-Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123, "Accounting for Stock Based Compensation", to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used, on reported results.  The Statement is effective for the Companies' interim reporting period ending January 31, 2003.



During the year 2004, the Company granted a total of 2,000,000 stock options to an officer to purchase 500,000 shares at $0.25 and 1,000,000 shares at $0.50 and 500,000 shares at $1.00 per share. The options were issued in accordance with the Employment Agreement with the Company.  The options vest one (1) year from the date of grant and shall expire three (3) years following their grant. In compliance with FAS No. 148, the Company has elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation plan as defined by APB No. 25 and has made the applicable disclosures below.



Had the Company determined employee stock based compensation cost based on a fair value model at the grant date for its stock options under SFAS 123, the Company's net earnings per share would have been adjusted to the pro forma amounts for the period ended October 31, 2004 and 2003, as follows:



|Period ended October 31,
2004           2003
-------------     -----------

Net loss - as reported                     $(1,942,297)    $(1,439,338)
Stock-Based employee compensation
expense included in reported net
income, net of tax                             --              --

Total stock-based employee
compensation expense determined
under fair-value-based method for all
rewards, net of tax                          (80,596)          --
-------------     -----------
Pro forma net loss                         $(2,022,893)    $(1,439,338)
=============     ===========
(Loss) per share:

Basic, as reported                         $  (0.17)       $  (0.23)
Diluted, as reported                       $  (0.17)       $  (0.23)
Basic, pro forma                           $  (0.18)       $  (0.23)
Diluted, pro forma                         $  (0.18)       $  (0.23)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F8

-26-

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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





Following is a summary of the stock option activity:





Outstanding at October, 2002

-

Granted

-



Forfeited

-



Exercised

-



Outstanding at October 31, 2003                                           -







Granted

2,000,000



Forfeited

-



Exercised

-



Outstanding at October 31, 2004                                 2,000,000





Following is a summary of the status of options outstanding at October 31, 2004:





Outstanding Options_________        Exercisable Options___



Weighted



Average

Weighted

Weighted



Remaining

Average



Average



Contractual

Exercise

Exercise

Exercise Price   Number     Life

Price

Number

Price____

$ 0.25 - $ 1.00   2,000,000          4 yrs

$  0.56

-

$  -





For options granted during the year ended October 31, 2004, the weighted-average fair value of such options was $0.04.



Stock-based compensations recognized during the years ended October 31, 2004 and 2003 were $-0-.

The Black-Scholes option pricing model used the following assumptions:





2004

Risk-free interest rate

3.40%



Expected life of the options

3 years

Expected volatility

171%



Expected dividend yield                                        0





F9

-27-

---





EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Issuance of shares for service



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



Fair value of financial instruments



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



Revenue recognition



The Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin (SAB) "Revenue Recognition in Financial Statements," in December 1999.  The SAB summarizes certain of the SEC staff's views in applying generally accepted accounting principles ("GAAP") to revenue recognition in financial statements.  Management of the Company believes its revenue recognition policies are in accordance with the relevant accounting pronouncements.  In that regard, commissions generated from brokering loans are recognized at the date of close.  Notary services related revenue is recognized when the services are performed.  Loan origination fees are deferred.  Upon the sale of loans to third parties without recourse, such deferred fees are recorded as income.



Revenues associated with closing fees received by the Company and costs associated with obtaining mortgage loans are deferred and recognized upon sale of the related mortgage loans.  Mortgage loans held for sale are reported net of such deferred revenues and costs in the accompanying balance sheet. The Company has temporarily ceased its operation of loan brokerage service effective August 2004.



Property & equipment



Property & equipment is depreciated, using the straight-line method, over estimated useful lives of five to seven years.  Depreciation expense for the fiscal years ended October 31, 2004 and 2003 was $2,364 and $1,275 respectively.  Property and equipment consist of following at October 31, 2004:



Office Equipment

$   3,639

Accumulated depreciation

(3,639)

$        -



Market Risk



The Company is involved in the real estate loan market.  The fluctuations of the interest rates or other market condition within the real estate loan market may have a significant effect on the volume and the profitability of business of the Company.



F10

-28-

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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





Advertising Costs



Advertising costs are expensed when the advertising or promotion is published or presented to consumers.



Impairment of Long-Lived Assets



The Company performs a review for the impairment of long-lived assets with definitive lives whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Under Statement of Financial Accounting Standards ("SFAS") 144
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," an impairment loss is recognized when estimates of future undiscounted cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. At the time such flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values and any impairment amount is charged to operations.  Accordingly, based on these evaluations, management adjusted the carrying value of investments and intangible assets to zero at October 31, 2004 (note 7).



Reporting Comprehensive Income



The Company reports the components of comprehensive income using the income statement approach.  Comprehensive income includes net income (loss), as well as certain non-shareholder items that are reported directly within a separate component of stockholders' equity and bypass net income (loss).  The provisions of this statement had no impact on the accompanying consolidated financial statements.



Segment Reporting



Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting.  The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance.  Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.  Currently, SFAS 131 has no effect on the Company's consolidated financial statements as substantially all of the Company's operations are conducted in one industry segment.



Reclassifications



Certain items in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current period's presentation.  These reclassifications have no effect on the previously reported income (loss).



F11

-29-

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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





Recent Pronouncements:



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



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



In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments." The EITF reached a consensus about the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss and how that criteria should be applied to investments accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES." EITF 03-01 also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Additionally, EITF 03-01 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the Financial Accounting Standards Board (FASB) delayed the accounting provisions of EITF 03-01; however the disclosure requirements remain effective for annual reports ending after June 15, 2004. The Company will evaluate the impact of EITF 03-01 once final guidance is issued.



NOTE 3.  GOING CONCERN UNCERTAINTY



The accompanying financial statements have been prepared in conformity with generally acceptedaccounting principles which contemplate continuation of the company as a going concern.  However, the Company incurred net losses of $1,942,297. In addition, the Company's had negative cash flow in operating activities amounting $175,137 in the year ended October 31, 2004, and the Company's accumulated deficit was $3,538,206 as of October 31, 2004. In addition, the Board of directors approved a resolution on August 27, 2004, to temporarily cease its operation of loan brokerage service effective August 31, 2004. The Company faces continuing significant business risks, including, but not limited to, its ability to maintain vendor relationships by making timely payments when due.



In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet it dependent upon continued operations of the company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations.  Management plans to raise equity capital to finance the operating and capital requirements of the Company.  Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes.  While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.



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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 4.  STOCKHOLDERS' EQUITY AND SUBSCRIPTION RECEIVABLE



Common stock:



All shares and per share amounts have been retroactively restated to reflect the reverse split discussed below.



Effective March 7, 2003, the Articles of Incorporation of the Company were amended to change the name of the Company from Big Equipment Services, Inc. to Epic Financial Corporation.  At the same time, the Certificate of Amendment to Articles of Incorporation effectuated a 1-for-20 reverse split of the Company's common stock.  The record date for the reverse split was the close of business on March 6, 2003.



During the year ended October 31, 2004, the Company issued 6,657,895 shares of common stock valued at $1,022,282 for consulting, which included 200,000 common shares, valued at $154,000, issued to a related party. The Company issued 350,000 common shares to a non related entity for software development and research, valued at $84,000.



The Company also issued 2,000,000 shares of common stock valued at $120,000 to an officer of the Company as a signing bonus.



On August 23, 2004, the Company issued 1,500,000 restricted common shares valued at the fair market value of $81,000 in exchange of acquiring certain assets of an entity One4Luck, Inc. (Note 7).



On October 15, 2003, the Company entered into a Percentage Interest Purchase and Acquisition Agreement with Seven Angels Ventures LLC ("SAV") whereby the Company was permitted to acquire up to a 10% interest in SAV.  The agreement provided that the Company could acquire up to 500,000 shares of SAV in exchange for restricted common stock of the Company, on a share-for-share basis.  The Company and SAV have exchanged 433,000 shares, with the Company's common stock issued to SAV having an aggregate value of $175,750 (Note 7).



During the year ended October 31, 2003, the Company issued 200,000 shares of common stock for cash of $20,000, issued 1,912,500 shares of common stock for consulting fees and commission of $625,107 and 1,052,500 Series A warrants for consulting fees of $217,625, which included 950,000 warrants issued to a related party for consulting fees of $214,375.  The warrants were exercisable between the share prices of $0.25 to $0.40 per share.  The stocks were valued at the average fair market value of the freely trading shares of the Company as quoted on OTCBB on the date of issuance.  1,052,500 warrants were exercised during the year and the Company had no warrants were outstanding at October 31, 2003.



At October 31, 2003, the Company had a total subscription receivable of $160,258 for issuance of shares and exercise of warrants which included $137,033 of subscription receivables from related parties.

During the year ending October 31, 2004, the Company received $114,100 from the subscription receivable and applied the balance of $46,158 in exchange for the outstanding payables to the subscription holder.



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On March 31, 2003, the Company issued 3,000,000 shares of common stock for acquisition of Saddleback Investment Services, Inc. (Note 7).



Stock warrants:



On August 24, 2004, the Company issued 500,000 Series D Warrants to purchase common stock of the Company pursuant to a consulting services agreement.  The warrants exercise price was $0.15 and expire one (1) year from the date of issuance.  The fair value of the warrants on the grant date using Black-Scholes Model was $23,919.  The following assumptions were made in estimating fair value:



|Annual rate of quarterly dividends                            0.00%
Discount rate - Bond Equivalent Yield                         3.40%
Expected life                                               3 years
Expected volatility                                            171%
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company expensed $23,919 as consulting expense in the accompanying financial statements as of October 31, 2004.



The common shares were valued at the average fair market value of the freely trading shares of the Company as quoted on OTCBB on the date of issuance.



Stock incentive plans:



The Company adopted a stock incentive plan named
"2004 Stock Incentive Plan" in January 2004 and "2004 Supplemental Stock Incentive Plan" in august 2004.  The Company is authorized to issue 3,500,000 common shares under the 2004 Stock Incentive Plan and 6,500,000 common shares under the 2004 Supplemental Stock Incentive Plan.  As of October 31, 2004, the Company issued 2,960,000 common shares to certain consultants and business advisors, valued at $477,600 under the 2004 Stock Incentive Plan.  In addition, the Company issued 2,522,895 common shares to certain consultants and advisors, valued at $119,932 under the 2004 Supplemental Stock Incentive Plan.  The value of common shares issued under the stock incentive plans have been included in the shares issued during the year in the accompanying financial statements.





Preferred stock:



Preferred Series A:



The holders of the Series A convertible Preferred stock are entitled to a dividend at a rate determined by the Company's Board of Directors, on a pari passu basis with the holders of Common Shares and other classes of preferred shares of the Company.



If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced.  If the Company at any time combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.



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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Holders of the Preferred Shares shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the "Liquidation Funds"), before any amount shall be paid to the holders of any of the capital stock of the Company of any class junior in rank to the Preferred Shares in respect of the preferences as to the distributions and payments on the liquidation, dissolution and winding up of the Company, an amount per Preferred Share equal to $1.50 and any accrued but unpaid Dividends (such sum being referred to as the " Liquidation Preference"); provided that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders of Preferred Shares, then each Holder of Preferred Shares shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder as a liquidation preference.



Preferred Series B:



During the year ended October 31, 2004, the holders of Series B Preferred Stock converted 100,000 preferred shares into $571,400 shares of common stock valued at $50,000. As of October 31, 2004, the Company has 120,000 shares of outstanding Series B convertible Preferred Stock with $0.001 par value.



During the year ended October 31, 2003, the Company issued 220,000 shares of Series B Convertible Preferred Stock for cash amounting $110,000.  The Series B Preferred Shares are not entitled to receipt of any dividend.



The number of shares of Common Stock issuable upon conversion of each Series B convertible Preferred stock shall be determined by dividing transaction value by the conversion rate.



"Transaction Value" means $0.50.



"Conversion Price" means, as of any Conversion Date or other date of determination, the amount determined by multiplying (i) the Market Price of the Company's Common Stock by (ii) the Conversion Percentage in effect as of such date, subject to adjustment as provided herein. Conversion Percentage for theSeries B convertible Preferred Stock shall be one hundred percent.  The Company has recorded $0 and $21,000 for beneficial conversion feature as preferred dividend in the accompanying consolidated financial statements as of October 31, 2004 and 2003, respectively..



If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced.  If the Company at any time combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.



Holders of Series B Preferred Shares shall have no voting rights, except as required by law, including but not limited to the General Corporation Law of the State of Nevada, and as expressly provided in this Certificate of Designations.  All shares of Series B Preferred Shares shall be of junior rank to all shares of Series A Preferred Shares.



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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Holders of the Series B Preferred Shares shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the "Liquidation Funds"), before any amount shall be paid to the holders of any of the capital stock of the Company of any class junior in rank to the Series B Preferred Shares in respect of the preferences as to the distributions and payments on the liquidation, dissolution and winding up of the Company, an amount per Series B Preferred Share equal to $1.00 (the "Liquidation Preference"); provided that, if the Liquidation Funds are insufficient to pay the full amount due to the Holders of Series B Preferred Shares, then each Holder of Series B Preferred Shares shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder as a liquidation preference.  The purchase or redemption by the Company of stock of any class, in any manner permitted by law, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the Company.  Neither the consolidation nor merger of the Company with or into any other Person, nor the sale or transfer by the Company of less than substantially all of its assets, shall, for the purposes hereof, be deemed to be a liquidation, dissolution or winding up of the Company.  No Holder of Series B Preferred Shares shall be entitled to receive any amounts with respect thereto upon any liquidation, dissolution or winding up of the Company other than the amounts provided for herein; provided that a Holder of Series B Preferred Shares shall be entitled to all amounts previously accrued with respect to amounts owed hereunder.



Treasury stock:



On January 31, 2003, the Company exchanged 1,000,000 Series A convertible Preferred Stock $0.001 par value, for 100,000 shares of preferred stock of Saddleback.  All shares were issued pursuant of the provisions of Rule 144 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933 and are subject to transfer restrictions.  The shares were valued at the time of issuance at $900,000.  As a part of the acquisition on March 7, 2003 (Note 7), the Company's preferred stock held by Saddleback were revalued at $500,000 based upon market value prevailing at that time.  Such shares have been reflected as Treasury stock in the accompanying consolidated financial statements.



The number of shares of Common Stock issuable upon conversion of each Series A convertible Preferred stock shall be determined by dividing transaction value by the conversion rate.



"Transaction Value" means the sum of (A) $1.50 and (B) accrued and unpaid Dividends, if so included at the Company's sole discretion.



"Conversion Price" means, as of any Conversion Date or other date of determination, the amount determined by multiplying (i) the Market Price of the Company's Common Stock by (ii) the Conversion Percentage in effect as of such date, subject to adjustment as provided herein. Conversion Percentage for theSeries A convertible Preferred Stock shall be one hundred percent (100%).

F16

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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 5.  BASIC AND DILUTED NET LOSS PER SHARE



Basic and diluted net loss per share for the year ended October 31, 2004 and 2003 was determined by dividing net loss for the period by the weighted average number of basic and diluted shares of common stock outstanding.  Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive.



NOTE  6.  SUPPLEMENTAL DISCLOSURE OF CASH FLOWS



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



The Company paid $0 for income tax during the years ended October 31, 2004 and 2003.  The Company paid $0 for interest during the years ended October 31, 2004 and 2003.



The statement of cash flows does not include the following non-cash activities:



o

Acquisition of assets from One4Luck and
investment in Seven Angels Ventures, LLC, by issuance of 1,933,000 shares of common stock valued at $256,750.

o

Issuance of 350,000 shares of common stock on development of software valued at $84,000.

o

Issuance of 6,695,895 shares of common stock valued at $1,022,282 for consulting.

o

Issuance of 2,000,000 shares of common stock to an officer as sign in bonus valued at $120,000.

o

Issuance of warrants for service valued at $23,919.



NOTE  7.  ACQUISITION & IMPAIRMENT OF ASSETS, INVESTMENTS & INTANGIBLE ASSETS



Impairment of assets:



Pursuant to a Purchase Agreement dated July 23, 2004, the Company closed a transaction on August 2, 2004, whereby the Company acquired assets of One4Luck, Inc., a Nevada corporation for a consideration valued at $201,000.  One4Luck is in the business of developing and marketing educational tools for individual customers.  Its first product is devoted to assisting consumers in acquiring skills to engage in on-line securities trading.  One4Luck markets its products through
"informationals" - one-half hour paid commercials on television stations.  Viewers on the commercials are encouraged to subscribe, via a toll-free telephone number, to the
"Teach Me To Trade" online investing system, a copyrighted package of print and CD Rom-based educational tools.  The educational package assists the purchaser in learning how to pick stocks, how and when to place buy and sell orders and to manage their securities portfolios via the Internet using on-line brokers.



In exchange for such assets, the Company issued to One4Luck 1,500,000 shares of its restricted common stock, $0.001 par value per share, valued at the fair market value of the shares at $.054 per share for a total value of $81,000 and delivered to One4Luck a one-year promissory note in the principal amount of $120,000 bearing interest at six percent (6%) per annum.  Subsequent to the execution of the Purchase Agreement, but prior to the Closing, on July 26, 2004, the sole member of the Board of Directors of the Company elected Rodney R. Ray to the Board of Directors.  At that time, former sole director resigned as a director, President, Acting Chief Financial Officer and Acting Secretary of the Company and Mr. Ray was elected as President, Chief Financial Officer and Secretary of EPIC.



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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





On September 8, 2004, the Company entered into an Amended and Restated Employment Agreement with Mr. Ray, President and Chief Executive Officer of the Company.  Pursuant to such agreement, the Company agreed to pay Mr. Ray a salary of $120,000 per annum for a period of three years, and issued 2,000,000 shares of its common stock to Mr. Ray as compensation.  In addition, on the same date, also pursuant to such agreement, the Company granted to Mr. Ray an aggregate of 2,000,000 options to purchase the Company's common stock at the following prices: 500,000 at $0.25 per share, 1,000,000 at $0.50 per share and 500,000 at $1.00 per share.  The options vest one (1) year following their grant and expire three (3) years following their grant.



As a result of this transaction, Mr. Ray became the beneficial owner of 723,207 shares or 5.38% of the issued and outstanding common stock, the sole class of voting stock of the Company.  At the time of the acquisition, assets of One4Luck were valued at $201,000.



Management allocated the purchase price to the basis of the assets acquired based on management's appraisals at the date of acquisition.





Consideration paid

Amount



Promissory note

120,000

Common stock-100,000 shares

81,000

Asset acquired

$    201,000



The Company reevaluated the assets acquired from One4Luck on October 31, 2004 and determined, based upon market value of similar assets, that the assets are impaired and has no value on October 31, 2004. The Company has recorded impairment of the assets amounting $201,000 in the year ended October 31, 2004.



Impairment of investment:



Pursuant to a Purchase Agreement dated March 7, 2003 (the "Purchase Agreement"), the Company, on March 31, 2003, acquired all of the issued and outstanding shares of common stock, no par value, of Saddleback Investment Services, Inc., a California corporation (Saddleback) from William R. Parker ("Mr. Parker") and nine otherwise unaffiliated persons or entities.  In exchange for the shares of SIS, the Company issued 1,500,000 shares of its restricted common stock, $0.001 par value per share, to Mr. Parker and an aggregate of 1,500,000 shares to such other persons or entities.  As a result of this transaction, Mr. Parker became the beneficial owner of 44.79% of the issued and outstanding common stock of the Company, the sole class of voting stock of the Company.  As a part of the transaction, on March 31, 2003, Mr. Parker was appointed to the Board of Directors of the Company and elected President of the Company.  At the time of the acquisition, the Company had fixed assets at its historical cost of $11,462.  As a part of the reverse acquisition, it was determined by the new management that the fixed assets were fully impaired and therefore were eliminated from the consolidated financial statements as acquisition cost.



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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





The acquisition has been treated as a capital transaction in substance, rather than a business combination, and is deemed a
"reverse acquisition" for accounting purposes since the former owners of Saddleback controlled majority of the total shares of Common Stock of the Company outstanding immediately following the acquisition.  The financial statements of legal acquiree are not significant; therefore, no pro forma financial information is submitted.



Saddleback, presently doing business as American National Mortgage ("American National") is a mortgage broker and banking entity with its principal office located in Newport Beach, California.  American National was formed in November, 1992 and operated primarily as a wholesale mortgage banker until mid-2001.  In July 2001, American National was acquired by EMB Corporation.  Due to inadequate capital for growth, American National suspended much of its operations and conducted only limited retail mortgage operations until December 2002, at which time Mr. Parker rescinded the transaction with EMB Corporation.  American National generates its income primarily through fees and expenses charged to borrowers and from yield spread premiums and/or service release premiums paid to American National when the closed loans are sold by American National to third party investors, primarily larger mortgage lenders or banks.



On December 31, 2004, the Company evaluated its investment and goodwill on acquisition of Saddleback Investment Services, Inc according to FASB 144 and recognized an impairment loss of these intangible assets amounting $175,750.



Impairment of Software development



The Company accounts for the costs of computer software developed or obtained for internal use in accordance with Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for Internal Use."  The Company capitalizes costs of materials, consultants, and payroll and payroll-related costs for employees incurred in developing internal-use computer software.  These costs are included with
"Computer equipment and software."  Costs incurred during the preliminary project and post-implementation stages are charged to software development and research expenses.



During the year ended October 31, 2004, the Company evaluated its investment in software development costs according to FASB 144 and recognized an impairment loss of $84,000.



NOTE 8.  LITIGATION



On March 1, 2001, Saddleback, the wholly-owned subsidiary of the Company, was named as a defendant in the litigation styled, The Provident Bank vs. Saddleback Investments, dba American National Mortgage Funding, a corporation; Jack D. Scott, Trustee of the JDSDC Profit Sharing Plan; Arden Realty Limited Partnership, a Maryland Limited Partnership; ORIX USA Corporation, a Delaware corporation, and Does 1 through 50, Orange County Superior Court Case No. 01CC02898 and was also a named cross-complainant in such litigation.  The plaintiffs and cross-defendants sought money damages from on a variety of causes of action. Subsequent to the year end, a proposed judgment was entered in favor of Provident and against Saddleback in the amount of $487,287 which will have interest continue to accrue at statutory rate until paid in full.  The Company has accrued $487,435 as litigation settlement in the accompanying consolidated financial statements as of October 31, 2004.



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EPIC FINANCIAL CORPORATION AND SUBSIDIARIES

(FORMERLY BIG EQUIPMENT SERVICES, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 9.  INCOME TAXES



No provision was made for Federal income tax since the Company has significant net operating loss.  Through October 31, 2004, the Company incurred net operating losses for tax purposes of $3,538,000, approximately.  The net operating loss carry forwards may be used to reduce taxable income through the year 2024. The availability of the Company's net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company's stock. The provision for income taxes consists of the state minimum tax imposed on corporations.



At October 31, 2004, the Company has net deferred tax assets of approximately $1,415,200 comprised primarily of its net operating loss carryforward.  Based on the Company's assessment of future realizability of deferred tax assets, a valuation allowance has been provided, as it is more likely than not that sufficient taxable income will not be generated to realize certain temporary differences.



The Company's provision for income taxes differs from the benefit that would have been recorded, assuming the income tax rate of 40%, due to the valuation allowance for net deferred tax assets.



The Company's provision of taxes consisted of the following:



Federal                                                  $   660,400

State                                                          116,600

777,000

Tax credit                                              775,400

$      1,600





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



October 31,                 October 31,

2004                                2003



Tax (expense) credit at statutory rate-federal                   34%                            34%

State tax expense net of federal tax                                    6                                 6

Permanent differences                                                       1                                  1

Changes in valuation allowance                                      ( 41)                              (41)

Tax expense at actual rate                                             -                             - .



NOTE 10.  SUBSEQUENT EVENTS



Subsequent to the year-end, the Company issued 1,505,600 shares of Series C Convertible Preferred Stock and 1,505,600 shares of common stock to six investors for an aggregate purchase price of $376,400.



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Item 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.



The following changes in Accountants for the Company were disclosed in the Company's Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on June 15, 2004.



The Registrant dismissed LGH Consulting, Inc. ("LGH") as its auditors effective June 2, 2003.  LGH served as the Registrant's independent auditors for the Registrant's fiscal years ended October 31, 2002 and 2001.  LGH's report on the Registrant's financial statements for the years ended October 31, 2002 and 2001 (the
"Report") did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.



During the Registrant's fiscal years ended October 31, 2002 and 2001, and during the period from November 1, 2002 until LGH's dismissal, there were no disagreements with LGH within the meaning of Item 304 of Regulation S-B or any matter of accounting principles or practices, financial disclosures, or auditing scope or procedures, which disagreements if not resolved to LGH's satisfaction, would have caused LGH to make reference to the subject matter of the disagreements in connection with its Report.



During the Registrant's fiscal years ended October 31, 2002 and 2001, and during the period from November 1, 2002 until LGH's dismissal, there were no
"reportable events" (as such term is defined in Item 304(a)(1)(iv)(B) of Regulation S-B.



The Registrant requested LGH to review the disclosure contained therein and has provided LGH the opportunity to furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the Registrant's expression of LGH's views, or the respects in which LGH does not agree with the statements contained herein.  LGH reviewed the disclosure contained therein and provided to the Registrant a letter addressed to the Securities and Exchange Commission stating that it has reviewed the disclosure provided in this Current Report and has no disagreement with the relevant portions of this disclosure, pursuant to the requirements of Item 304(a)(3) of Regulation S-B.  A copy of such letter is filed as an Exhibit to the relevant Current Report on Form 8-K/A.



The following changes in Accountants for the Company were disclosed in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 19, 2003, as amended in the Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on August 5, 2003.





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On June 16, 2003 the Company dismissed its independent accountants Becker & Company CPAs. The report of Becker & Company CPAs for the fiscal year ended December 31, 2002 contained no adverse opinion, disclaimers of opinion nor were they modified as to uncertainty, audit scope or accounting principles, other than an explanatory paragraph regarding the substantial doubt about the Company's ability to continue as a going concern. The decision to dismiss Becker & Company CPAs was made by the Board of Directors of the Company. At no time during the fiscal year ended December 31, 2002, nor during the interim period from January 1, 2003 through June 16, 2003, were there any disagreements with Becker & Company CPAs, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.



The Registrant requested Becker & Company CPAs to review the disclosure contained therein and has provided Becker & Company CPAs the opportunity to furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the Registrant's expression of Becker & Company CPAs' views, or the respects in which Becker & Company CPAs does not agree with the statements contained herein.  Becker & Company CPAs reviewed the disclosure contained therein and provided to the Registrant a letter addressed to the Securities and Exchange Commission stating that it has reviewed the disclosure provided in this Current Report and has no disagreement with the relevant portions of this disclosure, pursuant to the requirements of Item 304(a)(3) of Regulation S-B.  A copy of such letter is filed as an Exhibit to the relevant Current Report on Form 8-K/A.



On June 16, 2003, the Company engaged the firm of Kabani & Company, Inc., of Fountain Valley, California, as independent accountants for the Company.  Prior to June 16, 2003, neither the Company, nor anyone on its behalf, had consulted with Kabani & Company, Inc. concerning the accounting principles of any specific completed or contemplated transaction, any type of audit opinion on the Company's financial statements or any other material factor which might be considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue.



Item 8A.

Controls and Procedures.



Quarterly evaluation of the company's Disclosure Controls and Internal Controls.



Within the 90 days prior to the date of this Annual Report on Form 10-KSB, the company evaluated the effectiveness of the design and operation of its
"disclosure controls and procedures" (Disclosure Controls), and its "internal controls and procedures for financial reporting" (Internal Controls). This evaluation (the Controls Evaluation) was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Acting Chief Financial Officer (CFO). Rules adopted by the SEC require that in this section of the Annual Report we present the conclusions of the CEO and the CFO about the effectiveness of our Disclosure Controls and Internal Controls based on and as of the date of the Controls Evaluation.



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CEO and CFO Certifications.



Appearing as Exhibits 31.2 and 31.2 to this Annual Report there are forms of
"Certification" of the CEO and the CFO. This Certification is required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the Annual Report which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.



Disclosure Controls and Internal Controls.



Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles.



Limitations on the Effectiveness of Controls.



The company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



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Scope of the Controls Evaluation.



The CEO/CFO evaluation of our Disclosure Controls and our Internal Controls included a review of the controls' objectives and design, the controls' implementation by the company and the effect of the controls on the information generated for use in this Annual Report. In the course of the Controls Evaluation, we sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation will be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB. Our Internal Controls are also evaluated on an ongoing basis by other personnel in our organization and by our independent auditors in connection with their audit and review activities. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and our Internal Controls and to make modifications as necessary; our intent in this regard is that the Disclosure Controls and the Internal Controls will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant. Among other matters, we sought in our evaluation to determine whether there were any
"significant deficiencies" or "material weaknesses" in the company's Internal Controls, or whether the company had identified any acts of fraud involving personnel who have a significant role in the company's Internal Controls. This information was important both for the Controls Evaluation generally and because items 5 and 6 in the Section 302 Certifications of the CEO and CFO require that the CEO and CFO disclose that information to our Board's Audit Committee (or persons performing the equivalent functions) and to our independent auditors and to report on related matters in this section of the Annual Report. In the professional auditing literature,
"significant deficiencies" are referred to as "reportable conditions"; these are control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the financial statements. A
"material weakness" is defined in the auditing literature as a particularly serious reportable condition where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the Controls Evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accord with our on-going procedures.



In accord with SEC requirements, the CEO and CFO note that, since the date of the Controls Evaluation to the date of this Annual Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses.





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Conclusions.



Based upon the Controls Evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, our Disclosure Controls are effective to ensure that material information relating to the Company and its consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared, and that our Internal Controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles.





PART III



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



The directors and executive officers of the Company are as follows:



|Name(1)(2)         | Age | Position(3)                                                                                
|------------------ | --- | -------------------------------------------------------------------------------------------
|Rodney R. Ray      | 47  | Director, President, Acting Chief
Financial Officer and Acting Principal
Accounting Officer
|Gary P. Garabedian | 57  | Director and Secretary                                                                     



(1)

The Company presently has no executive committee, nominating committee or audit committee of the Board of Directors.

(2)

The officers of the Company hold office until their successors are elected and qualified, or until their death, resignation or removal.

(3)

On July 26, 2004, William R. Parker, who at that time served as a director, President, Acting Secretary and Acting Chief Financial Officer, tendered his resignation.  Mr. Parker did not cite any disagreement with the Company and  resigned to pursue other business interests.  Mr. Ray assumed the positions of President, Acting Secretary, Acting Chief Financial Officer and Acting Principal Accounting Officer at that time.



Rodney R. Ray.On July 26, 2004, Rodney R. Ray was elected a director of the Registrant and, following the tender of a resignation by William R. Parker as a director, President, Acting Chief Financial Officer and Acting Secretary on the same date, Mr. Ray was elected President, Acting Chief Financial Officer and Acting Secretary of the Registrant.  Mr. Ray has been employed in the financial services sector from 1990 to present.  From 1999 to 2001, Mr. Ray served as the founder and managing partner of Teach Me to Trade, the predecessor entity to One4Luck, Inc.  From 2000 to 2002, Mr. Ray served as Chief Executive Officer of Direct Response Financial Services, Inc., a publicly traded company engaged in credit card processing.   In 2001, Mr. Ray founded as continues to serve as President of TRG Marketing Consultants, Inc. which provides sales and marketing consulting services to various business entities throughout the United States.  In 2002, Mr. Ray founded and continues to own a mortgage consulting services firm known as US Equity Guard.  One4Luck, Inc. was formed in November 1997.  Mr. Ray has served as President of One4Luck, Inc. since its inception.



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Gary P. Garabedian.  On September 7, 2004, Gary P. Garabedian was elected a director of the Registrant. On February 8, 2005, Mr. Garabedian was elected Secretary of the Company.  Mr. Garabedian has been involved in various aspects of finance, management, sales and administration of new and developing business enterprises from 1972 to present.  During the past five years, from mid-1999 to present, Mr. Garabedian has served as President and CEO of Advanced Diversified Technologies, Inc., a privately-held company engaged in locating innovative new and emerging technologies and assisting in facilitating capital support for such projects.  In addition, from late-2003 to present, Mr. Garabedian has served as an associate involved with business development for Chapman, Spira and Carson, LLC, an early stage venture capital provider.  Beginning in 1993, Mr. Garabedian was a Director of Global Metals, Limited, a publicly-traded company.  He was later named President, ending his service in both capacities in 1994.



The board of directors has not yet established an audit committee or a compensation committee. An audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committee's responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, we will be required to establish an audit committee.  In addition, new rules of the Securities and Exchange Commission will require the Company to put in place an audit committee in the near future.

In addition, the board of directors has not yet established a compensation committee.

Compliance with Section 16(a) of Securities Exchange Act of 1934.  To the best of the knowledge of the Company all of our directors, officers, and 10% beneficial owners filed all reports in compliance with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 during the fiscal year ended October 31,
2004.



Item 10.  Executive Compensation.



The following table sets forth the compensation required to be reported pursuant to Item 402 of Regulation S-B.  We have omitted all other sections of the Summary Compensation Table referenced in Item 402 because, during the periods reported, there was no other compensation other than that reflected herein.



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Summary Compensation Table



|                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          
|                                                                                                                          
|Name and
Principal Position                                                                                               
|                                                                                                                          
|Rodney R. Ray (1)
Director, President and Acting Chief Financial Officer                                                  
|                                                                                                                          
|Gary P. Garabedian (3)
Director and Secretary                                                                             
|                                                                                                                          
|William R. Parker (4)
Former Director, former President, former Acting Secretary and former Acting Chief Financial Officer
|                                                                                                                          
|                                                                                                                          
|Frank Iannuzzi (5)
Former Chairman, former Treasurer and former Chief Financial Officer                                   
|                                                                                                                          
|Garth Rolfe (6)
Former Secretary and a former director                                                                    



1.

Mr. Ray was elected as a director and as President, Acting Secretary and Acting Chief Financial Officer on July 26, 2004.

2.

The compensation paid to Mr. Ray was made in the form of cash.  Additional compensation consisting of issuance of 2,000,000 shares of the Company's restricted common stock is being reported in the Long Term Compensation portion of this table.

3.

Mr. Garabedian was elected a director on September 7, 2004 and as Secretary on February 7, 2005.

4.

Mr. Parker was elected President and a director on March 31, 2003.  He was named Acting Secretary, Acting Chief Financial Officer on October 10, 2003.  Mr. Parker resigned as a director and as President, Acting Secretary and Acting Chief Financial Officer on July 26, 2004.

5.

Mr. Iannuzzi was elected Treasurer and Chief Financial Officer on March 31, 2003; prior to that, he had     been named President, Secretary and a director in February 2000. On October 10, 2003, Mr. Iannuzzi resigned as Chairman, Treasurer and Chief Financial Officer.

6.

Mr. Rolfe was elected Secretary on March 31, 2003, prior to that, he was named Secretary in February 2000 and a director on January 2003.   Mr. Rolfe resigned as Secretary and a director on October 10, 2003.



Board Compensation. At the present time, members of our board of directors do not receive cash compensation for their services as directors, although some directors are reimbursed for reasonable expenses incurred in attending board or committee meetings.



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



The table following sets forth information regarding the beneficial ownership of common stock for each person who is known by us to be the beneficial owner of more than five percent of our voting securities, for each of our directors and named executive officers, and all of our directors and executive officers as a group.  Unless otherwise indicated in the footnotes, each person named below has sole voting and investment power over the shares indicated.



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As of March 11, 2005, the Company had 19,474,422 shares of common stock outstanding.  For purposes of this table, a person is deemed to be the
"beneficial owner" of the number of shares of common stock that such person has the right to acquire within 60 days of March 11, 2005 through the exercise of any option, warrant or right, through the conversion of any security, through the power to revoke a trust, discretionary account, or similar arrangement, or through the automatic termination of a trust, discretionary account or similar arrangement.

|Name of Beneficial Owner(1)                                      | Number of Shares | Percent of Class
|---------------------------------------------------------------- | ---------------- | ----------------
|Rodney R. Ray(2)                                                 | 2,232,900        | 11.47           
|Gary P. Garabedian(3)                                            | -0-              | -0-             
|William R. Parker (4)                                            | 1,500,000        | 7.70            
|Saddleback Investment Services, Inc.(5)                          | 1,000,000        | 100.00          
|Danbury Consultants, Inc. (6)                                    | 50,000           | 52.68           
|Randy and Sandra G. McDowell(7)                                  | 800,000          | 53.13           
|Chester R. and Betty McDowell(8)                                 | 400,000          | 26.57           
|Lilya Rakhuba(9)                                                 | 240,000          | 15.94           
|All executive officers and directors as a group (2 persons) (10) | 2,232,900        | 11.47           



1.

Except as otherwise noted, it is believed by the Company that all persons have full voting and investment power with respect to the shares, except as otherwise specifically indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a
"beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security.  A person is also deemed to be a beneficial owner of any security which that person has the right to acquire within 60 days, such as warrants or options to purchase the Common Stock of the Company.

2.

All shares referenced herein constitute shares of our common stock.  Mr. Ray's address is 7545 N. Del Mar Avenue, Suite 102, Fresno, CA 93711.

3.

Mr. Garabedian's address is 7545 N. Del Mar Avenue, Suite 102, Fresno, CA 93711.

4.

All shares referenced herein constitute shares of our common stock.  Mr. Parker's address is 611 West Civic Center Drive, Suite 301, Santa Ana, CA 92701.



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5.

All shares referenced herein constitute shares of our Series A preferred stock.  The address of Saddleback Investment Services, Inc., is 7545 N. Del Mar  Avenue, Suite 102, Fresno, CA 93711.  This stock is treated as treasury stock as it is owned by our wholly owned subsidiary.

6.

All shares referenced herein constitute shares of our Series B preferred stock.  The address of Danbury Consultants, Inc. is 22 Cape Danbury, Newport Beach, CA 92660.  Of these shares a total of 50,000 are eligible for to conversion within 60 days of this Annual Report and would, at this date, be convertible into approximately 5,000,000 shares of the Company's Common Stock.

7.

All shares referenced herein constitute shares of our Series C preferred stock.  The address of Randy and Sandra G. McDowell is 45706 Road 208, Friant,  CA 93626.  None of these shares are eligible to be converted into the Company's Common Stock within 60 days of this Annual Report.

8.

All shares referenced herein constitute shares of our Series C preferred stock.  The address of Chester R. and Betty McDowell is 2715 East Ave. Q-6, Palmdale, CA 93550.  None of these shares are eligible to be converted into the Company's Common Stock within 60 days of this Annual Report.

9.

All shares referenced herein constitute shares of our Series C preferred stock.  The address of Lilya Rakhuba is 620 Myrtle Avenue, West Sacramento, CA 95605.  None of these shares are eligible to be converted into the Company's Common Stock within 60 days of this Annual Report.

10.

All shares referenced herein constitute shares of our common stock and includes all shares described in Notes 2 and 3, above.



Item 12.  Certain Relationships and Related Transactions.



Pursuant to a Purchase Agreement date July 23, 2004, (the
"Purchase Agreement"), the Company, on August 2, 2004, closed a transaction , whereby it acquired certain assets of One4Luck, Inc., a Nevada corporation ("One4Luck").  In exchange for the assets of One4Luck, we issued 1,500,000 shares of our restricted common stock, $0.001 par value per share, to One4Luck and delivered to One4Luck, our one-year note in the principal amount of $120,000 bearing interest at six percent (6%) per annum.  .   For further information concerning the acquisition of One4Luck by the Company, reference is made to our Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on August 17, 2004.





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On July 26, 2004,
subsequent to the execution of the Purchase Agreement, but prior to the closing of the transaction, William R. Parker, the sole member of the Board of Directors of the Company elected Rodney R. Ray to the Board of Directors.  At that time, Mr. Parker resigned as a director, President, Acting Chief Financial Officer and Acting Secretary of the Company and Mr. Ray was electing to the same officer positions.  At that time, Mr. Ray was serving as President of One4Luck and was its principal shareholder.



On or about September 7, 2004, the Company entered into an Amended and Restated Employment Agreement with Rodney R. Ray, President and CEO of the Registrant and President of One4Luck, Inc., a wholly owned subsidiary of the Company.  Pursuant to such agreement, the Company agreed to, and has completed, the issuance of 2,000,000 shares of its common stock to Mr. Ray.  In addition, on the same date, also pursuant to such agreement, the Company granted to Mr. Ray an aggregate of 2,000,000 options to purchase the Company's common stock at the following prices:  500,000 at $0.25 per share, 1,000,000 at $0.50 per share and 500,000 at $1.00 per share.  The options vest one (1) year following their grant and expire three (3) years following their grant. Both the issuance of the common stock and the grant of options to Mr. Ray were made in reliance upon the exemptions from registration contained in the provisions of Section 4(2) of the Securities Act of 1933.   On the date of the issuance of the common stock and grant of the options, the closing bid/ask price for the Company's common stock were $0.055 and $0.065, respectively.  For more information concerning these transactions, reference is made to the Amended and Restated Employment Agreement, included herein as Exhibit 99.19 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2004.





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



(a)

Exhibits:  (those items marked with
"*" are filed herewith)



Exhibit

Number

Description



3.1.1

Articles of Incorporation of BigEquip.net, Inc., a Nevada corporation, filed with the Secretary of State of the State of Nevada on February 14, 2000, and which was filed with the Securities and Exchange Commission on December 17, 2001 as Exhibit 3a to the Company's Registration Statement on Form 10-SB, is hereby incorporated by this reference.



3.1.2

Certificate of Amendment to Articles of Incorporation, filed with the Secretary of State of Nevada on February 8, 2002, which was filed with the Securities and Exchange Commission on February 11, 2002 as Exhibit 3c to the Company's Registration Statement on Form 10-SB/A, is hereby incorporated by this reference.



3.1.3

Certificate of Amendment to Articles of Incorporation to be filed with the Nevada Secretary of State on March 7, 2003, which was filed with the Securities and Exchange Commission on February 14, 2003 as Exhibit A to the Company's Schedule 14C Definitive Information Statement is hereby incorporated by this reference.



3.1.4

Certificate of Designations, Preferences, and Rights of the Company's Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on February 19, 2003, which was filed with the Securities and Exchange Commission on April 10, 2003 as Exhibit 3.2 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



3.1.5

Certificate of Designations, Preferences, and Rights of the Company's Series B Convertible Preferred Stock, filed with the Secretary of State of Nevada on February 26, 2003, which was filed with the Securities and Exchange Commission on April 10, 2003 as Exhibit 3.3 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



3.1.6

Certificate of Designations, Preferences, and Rights of the Company's Series C Convertible Preferred Stock, filed with the Secretary of State of Nevada on December 7, 2004, which was filed with the Securities and Exchange Commission on December 13, 2004 as Exhibit 3.1.6 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.





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3.2

By-laws of the Company which were filed with the Securities and Exchange Commission on December 17, 2001 as Exhibit 3b to the Company's Registration Statement on Form 10-SB, is hereby incorporated by this reference.



4.1

2003 Stock Plan, which was filed with the Securities and Exchange Commission on February 27, 2003 as Exhibit 4.1 to the Company's Registration Statement on Form S-8, is hereby incorporated by this reference.



4.2

2003 Stock Compensation Plan, which was filed with the Securities and Exchange Commission on May 7, 2003 as Exhibit 4.1 to the Company's Registration Statement on Form S-8, is hereby incorporated by this reference.



4.3

Amendment to 2003 Stock Compensation Plan, which was filed with the Securities and Exchange Commission on October 7, 2003 as Exhibit 4.2 to the Company's Post-Effective Amendment No. 1 to Registration Statement on Form S-8, is hereby incorporated by this reference.



4.4

2004 Stock Incentive Plan, which was filed with the Securities and Exchange Commission on January 29, 2004 as Exhibit 10.1 to Registration Statement on Form S-8, is hereby incorporated by this reference.



4.5

2004 Supplemental Stock Incentive Plan, which was filed with the Securities and Exchange Commission on August 20, 2004 as Exhibit 10.1 to the Company's Registration Statement on Form S-8, is hereby incorporated by this reference.



10.1

Purchase Agreement, dated March 7, 2003, by and between Big Equipment Services, Inc. and William R. Parker, which was filed with the Securities and Exchange Commission on March 31, 2003, as Exhibit 99.3 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



10.2

Purchase Agreement by and between Epic Financial Corporation and One4Luck, Inc. dated July 23, 2004, which was filed with the

Securities and Exchange Commission on August 17, 2004, as Exhibit 10.2 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference





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16.1

Letter of Becker & Company CPAs, dated June 25, 2003, concerning its dismissal as independent accountants for the Company, which was filed with the Securities and Exchange Commission on August 12, 2003, as Exhibit 23 to the Company's Current Report on Form 8-K/A, is hereby incorporated by this reference.



16.2

Letter of LGH Consulting, Inc., dated June 8, 2004, concerning its dismissal as independent accountants for the Company, which was filed with the Securities and Exchange Commission on June 15, 2004, as Exhibit 16 to the Company's Current Report on Form 8-K/A, is hereby incorporated by this reference.



31.1

*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Rodney R. Ray, as Chief Executive Officer.



31.2

*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Rodney R. Ray, as Acting Chief Financial Officer.



32.1

*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Rodney R. Ray, as Chief Executive Officer.



32.2

*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Rodney R. Ray, as Acting Chief Financial Officer.





99.1

Press Release by Big Equipment Services, Inc., dated March 6, 2003, concerning the change of name of the Company to Epic Financial Corporation, change of trading symbol and 1-for-20 reverse split, which was filed with the Securities and Exchange Commission on March 6, 2003, as Exhibit 99.2 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.2

Press Release by Big Equipment Services, Inc., dated April 1, 2003, concerning the acquisition of Saddleback Investment Services, Inc. dba American National Mortgage, election of William R. Parker as a director and President and change of corporate address, which was filed with the Securities and Exchange Commission on March 31, 2003, as Exhibit 99.4 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



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99.7

Letter of Intent, dated July 3, 2003, by and between Epic Financial Corporation and Richard R. Stenton, concerning the proposed acquisition of Mission Equity by the Company, which was filed with the Securities and Exchange Commission on July 17, 2003, as Exhibit 99.7 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.8

Press Release by Epic Financial Corporation, dated July 17, 2003, concerning the Letter of Intent, dated July 3, 2003, by and between Epic Financial Corporation and Richard R. Stenton, which was filed with the Securities and Exchange Commission on July 17, 2003, as Exhibit 99.8 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.9

Press Release by Epic Financial Corporation, dated July 28, 2003, concerning the growth plans of the Company, which was filed with the Securities and Exchange Commission on July 28, 2003, as Exhibit 99.9 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.10

Press Release by Epic Financial Corporation, dated August 12, 2003, concerning the Company's alliance with Hermandad Mexicana Latinoamericana, Inc., which was filed with the Securities and Exchange Commission on August 12, 2003, as Exhibit 99.10 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.11

Residential Mortgage Loan Origination Agreement dated September 4, 2003 by and between the Company's wholly owned subsidiary, Saddleback Investment Services, Inc., dba American National Mortgage and American Premier Bank, which was filed with the Securities and Exchange Commission on September 22, 2003, as Exhibit 99.11 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.12

Press Release by Epic Financial Corporation, dated September 22, 2003, concerning the Residential Mortgage Loan Origination Agreement dated September 4, 2003 by and between the Company's wholly owned subsidiary, Saddleback Investment Services, Inc., dba American National Mortgage and American Premier Bank, which was filed with the Securities and Exchange Commission on September 22, 2003, as Exhibit 99.12 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



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99.13

Press Release by Epic Financial Corporation, dated October 21, 2003, concerning the Company's investment in Seven Angels Ventures LLC,  which was filed with the Securities and Exchange Commission on October 21, 2003, as Exhibit 99.13 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.14

Press Release by Epic Financial Corporation, dated October 23, 2003, concerning the Company's investment in Seven Angels Ventures LLC,  which was filed with the Securities and Exchange Commission on October 22, 2003, as Exhibit 99.14 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.15

Percentage Interest Purchase Agreement by and between Epic Financial Corporation and Seven Angels Ventures LLC executed October 15, 2003, which was filed with the Securities and Exchange Commission on October 30, 2003, as Exhibit 99.15 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.17

Press Release by Epic Financial Corporation, dated December 10, 2003, disclosing plans for Epic Financial Corporation, Datalogic International and Paramco Financial Group, Inc. to develop a proprietary VoIP Video Conferencing system, which was filed with the Securities and Exchange Commission on December 10, 2003, as Exhibit 99.17 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.18

Press Release by Epic Financial Corporation, dated August 18, 2004, concerning the acquisition of the assets of One4Luck, Inc. by Epic Financial Corporation which was filed with the

Securities and Exchange Commission on August 17, 2004, as Exhibit 99.18 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.



99.1                Amended and Restated Employment Agreement dated September 8, 2004, by and between Epic Financial Corporation and Rodney R. Ray, which was filed with the Securities and Exchange Commission on September 10, 2004, as Exhibit 99.19 to the Company's Current Report on Form 8-K, is hereby incorporated by this reference.





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(b)

Reports on Form 8-K.



(1)

On August 17, 2004, the Company filed a Current Report on Form 8-K disclosing (a) the closing of the transaction whereby the Company acquired certain of the assets of One4Luck, Inc., (b) the resignation of William R. Parker as an officer and director of the Company and (c) the election of Rodney R. Ray as a director, President, Secretary and Acting Chief Financial Officer.



(2)

On September 10, 2004, the Company filed a Current Report on Form disclosing (a) the issuance to Rodney R. Ray of certain unregistered securities pursuant to the terms of an Amended and Restated Employment Agreement dated September 8, 2004 by and between the Company and Rodney R. Ray and (b) the election of Gary P. Garabedian as a director of the Company.



(3)

On December 13, 2004, the Company filed a Current Report on Form 8-K disclosing the filing of the Certificate of Designations Preferences, and Rights of the Company's Series C Convertible Preferred Stock with the Secretary of State of Nevada on December 7, 2004 and sale of certain unregistered equity securities by the Company.



(4)

On January 5, 2005, the Company filed a Current Report on Form 8-K disclosing the sale of certain unregistered securities by the Company.



(5)

On January 21, 2005, the Company filed a Current Report on Form 8-K disclosing the sale of certain unregistered securities by the Company.



Item 14.

Principal Accountant Fees and Services.



During the past two fiscal years our principal accountants have billed for their services as follows.  In addition, fees for services related to the audit of the financial statements of the Company for the period ended October 31, 2004, as contained in this Annual Report, are not included because they were not incurred until after the ended of the fiscal year).



Fiscal year

2003

2004



(1)  Audit Fees:

$12,500

$35,000





(2)  Audit-Related Fees:

-0-

-0-



(3)  Tax Fees:

-0-

-0-



(4)  All Other Fees

-0-

-0-



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

(i)

Not applicable.



(6)  Not applicable.







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SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Registrant:

EPIC FINANCIAL CORPORATION





By:

/s/ Rodney R. Ray

Rodney R. Ray

President and Chief Executive Officer



In connection with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.







Date:

March  16, 2005

/s/ Rodney R. Ray

Rodney R. Ray

Chairman of the Board, President,

Chief Executive Officer,

Acting Chief Financial Officer and

Acting Principal Accounting Officer





Date:   March  16, 2005

/s/ Gary P. Garabedian

Gary P. Garabedian

Director and Secretary











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