SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ______________________

                                   FORM 10-KSB

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


                            For the fiscal year ended
                            -------------------------
                                 March 31, 2002

                                    000-22236
                             -----------------------
                            (Commission file number)

                             FARADAY FINANCIAL, INC.
                ------------------------------------------------
                (Name of registrant as specified in its charter)


         Delaware                                           33-0565710
-------------------------------               ---------------------------------
(State or other jurisdiction of               (IRS employer identification no.)
      incorporation)

175 South Main, Suite 1240, SLC, UT 84111                 (801) 502-6100
-----------------------------------------        -------------------------------
(Address of principal executive offices)         (Registrant's telephone number,
                                                       including area code)


Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and will not 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. [ ]

         Issuers revenues for its most recent fiscal year: None.

         The aggregate market value of voting stock held by non-affiliates of
the registrant at March 31, 2004: The common voting stock of the registrant is
not publicly traded and has no readily ascertainable fair market value.

         Shares outstanding of the registrant's common stock as of March 31,
2002: 3,000,000.

<PAGE>

FARADAY FINANCIAL, INC.


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                            YEAR ENDED MARCH 31, 2002


                                     PART I

Item 1.    Description of Business ..........................................3
Item 2.    Description of Properties ........................................7
Item 3.    Legal Proceedings ................................................7
Item 4.    Submission of Matters to a Vote of Security Holders ..............7

                                     PART II

Item 5.    Market for Registrant's Common Equity and Related
             Stockholder Matters ............................................7
Item 6.    Management's Discussion and Analysis or Plan of Operation ........7
Item 7.    Financial Statements .............................................9
Item 8.    Changes In and Disagreements with Accountants on Accounting
             and Financial Disclosure .......................................9


                                    PART III

Item 9.    Directors and Executive Officers of the Registrant ...............9
Item 10.   Executive Compensation ..........................................10
Item 11.   Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters ...............................10
Item 12.   Certain Relationships and Related Transactions ..................11
Item 13.   Exhibits and Reports on Form 8-K ................................12

                                       2
<PAGE>

         Except as otherwise noted, the information contained in this Form
10-KSB is current only through March 31, 2002.

                           Forward-Looking Statements

         When used in this Form 10-KSB, in our filings with the Securities and
Exchange Commission ("SEC"), in our press releases or other public or
stockholder communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
specifically include, but are not limited to, the closing of possible
acquisition or reorganization transactions and the consummation of a transaction
with Video Internet Broadcasting Corporation.

         We caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, are based on certain
assumptions and expectations which may or may not be valid or actually occur,
and which involve various risks and uncertainties set forth in Item 6 "Risk
Factors" and elsewhere herein. As a result, our actual results for future
periods could differ materially from those anticipated or projected.

         Unless otherwise required by applicable law, we do not undertake, and
specifically disclaim any obligation, to update any forward-looking statements
to reflect occurrences, developments, unanticipated events or circumstances
after the date of such statement.


                                     PART I

Item 1. Description of Business

Business Development

         The Company was organized under the laws of the State of Delaware on
June 11, 1992 under the name "Faraday Financial, Inc." The Company has been in
the development stage since incorporation and has spent most of its efforts in
developing and marketing various products; however, it has not yet had revenues
sufficient to sustain operation and has relied upon financing from stockholders
and an occasional issuance of its common stock. The Company intends to seek out
various business opportunities, including the acquisition of an operating
company.

Business of Issuer

         We are not currently engaged in any substantive business activity and,
except as discussed below, we have no plans to engage in any such activity in
the foreseeable future. In our present form, we may be deemed to be a vehicle to
acquire or merge with a business or company. Regardless, the commencement of any
business opportunity will be preceded by the consideration and adoption of a
business plan by our Board of Directors.

         Our plan of operation for the next 12 months will be to: (i) consider
industries in which our Company may have an interest; (ii) adopt a business plan
with respect to the business of any selected industry; and (iii) commence such
operations through funding and/or the acquisition of a "going concern" engaged
in the industry selected.

         We will not restrict our search to any particular business or industry,
and the areas in which we will seek out particular business opportunities or
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. We recognize that the
number of suitable potential business ventures that may be available to us may
be extremely limited, and may be restricted to entities who desire to avoid what
these entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time

                                       3
<PAGE>

requirements, legal and accounting costs, the inability to obtain an underwriter
who is willing to publicly offer and sell shares, the lack of or the inability
to obtain the required financial statements for such an undertaking, limitations
on the amount of dilution to public investors in comparison to the stockholders
of any such entities, along with other conditions or requirements imposed by
various federal and state securities laws, rules and regulations. Any of these
types of transactions, regardless of the prospects, would require us to issue a
substantial number of shares of our common stock, usually amounting to between
80% and 95% of our outstanding securities following the completion of any such
transaction; accordingly, investments in any such private enterprise, if
available, would be much more favorable than any investment in the Company.

         Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

         Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

         Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to our
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.

         We are unable to predict when or even if we may actually participate in
any specific business endeavor. We anticipate that proposed business ventures
will be made available to us through personal contacts of directors, executive
officers and principal stockholders, professional advisors, broker dealers in
securities, venture capital personnel, members of the financial community and
others who may present unsolicited proposals. In certain cases, we may agree to
pay a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which our Company eventually participates. Such persons may
include our directors, executive officers and beneficial owners our securities
or their affiliates. In this event, such fees may become a factor in
negotiations regarding any potential venture and, accordingly, may present a
conflict of interest for such individuals. Management does not presently intend
to acquire or merge with any business enterprise in which any member of
management has a prior ownership interest. The Company's directors and executive
officers have not used any particular consultants, advisors or finders on a
regular basis.

         Although we currently have no plans to do so, depending on the nature
and extent of services rendered, it may compensate members of management in the
future for services that they may perform for the Company. Because we currently
have extremely limited resources, and we are unlikely to have any significant
resources until we have determined a business or enterprise to engage in or have
completed a merger or acquisition, management expects that any such compensation
would take the form of an issuance of the Company's common stock to these
persons; this would have the effect of further diluting the holdings of our
other stockholders. There are presently no preliminary agreements or
understandings between us and members of management respecting such
compensation.

         Substantial fees are often paid in connection with the completion of
all types of acquisitions, reorganizations or mergers. These fees are usually
divided among promoters or founders, after deduction of legal, accounting and
other related expenses, and it is not unusual for a portion of these fees to be

                                       4
<PAGE>

paid to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by them.
Management may actively negotiate or otherwise consent to the purchase of all or
any portion of their common stock as a condition to, or in connection with, a
proposed reorganization, merger or acquisition. It is not anticipated that any
such opportunity will be afforded to other stockholders or that such
stockholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction. In the event that such fees are paid, they
may become a factor in negotiations regarding any potential acquisition by the
Company and, accordingly, may also present a conflict of interest for such
individuals. We have no present arrangements or understandings respecting any of
these types of fees or opportunities.

Lending Activities

         In furtherance of our efforts to become a vehicle to acquire or merge
with a business or company, we entered into the following arrangements.

         Notes Payable and Agreement with NutraCea

         In December 2000, the Company entered into a merger agreement with
NutraCea (formerly NutraStar Incorporated). The merger was contingent on a
$500,000 loan from Faraday to NutraCea. As of March 2001, the Company had
secured investors and advanced $500,000 to NutraCea. By April 2001 the Company
determined that the merger plans were terminated. The $500,000 that had been
advanced to NutraCea was due within 90 days and bore interest at 12%. The note
carried an optional conversion feature in which the Company could convert the
principal and accrued interest into common stock of NutraCea at a rate of $1.00
per share. The notes also carried a mandatory conversion feature as follows: in
the event that NutraCea merged into a public company or issued shares pursuant
to its initial public offering of common stock, the outstanding principal and
accrued interest was to be converted into common stock of Nutracea at the lesser
of a) $1.00 per share, b) the average share price over the initial 10 day
trading period less 20%, or c) the price per share of common stock offered in a
private placement at the time of mandatory conversion.

         Investors advanced the $500,000 to Faraday (the "NutraCea Funding
Parties") with the understanding that following either a merger with NutraCea or
NutraCea's merger with another public company, the amounts would be converted to
equity in the newly merged corporation. However, no written agreements were
signed formalizing the nature or the terms of the advances. Management of the
Company believes and reported the accounting for the investors' advance of
$500,000 to NutraCea on behalf of the Company as notes payable. The Company
recorded $78,711, $67,740 and $56,102 of interest expense related to these notes
payable at 12% per annum for the years ended March 31, 2004, 2003 and 2002.

         On December 13, 2001, the Company reached a settlement agreement with
NutraCea. The agreement states that NutraCea borrowed a total of $500,000 from
the Company pursuant to a series of promissory notes bearing interest at 12% per
annum and due and payable 90 days from the date of issuance. The outstanding
principal and accrued but unpaid interest on the date of the settlement was
$551,797. Per the terms of the agreement the Company and NutraCea released,
settled and disposed of any and all claims, demands and disputes of any kind
between them, including, but not limited to, any disputes connected with the
proposed terminated merger. NutraCea settled their debt to the Company of
$500,000 principal and $51,797 accrued interest in exchange for 735,730 shares
of NutraCea Preferred Stock per the terms of the agreement.

         The agreement also stipulates that failure on the part of NutraCea to
file a Registration Statement on Form SB-2 or a substantially equivalent
registration that is declared effective by the Securities and Exchange
Commission by June 30, 2002 will result in conversion of the 735,730 Preferred
Shares to the same number of Common Shares of NutraCea. NutrCea failed to
register the Preferred Shares with the Securities and Exchange Commission on or
before June 30, 2002.

         On July 16, 2002, a Complaint was filed against NutraCea by the Company
in the United States District Court, for the District of Utah (Case No
02-CV-00959). The Company filed the lawsuit when NutraCea failed to meet the
terms set forth in the settlement agreement. NutraCea did file a registration

                                       5
<PAGE>

statement with the Securities and Exchange Commission on June 4, 2002, however,
such registration statement had not been declared effective as of June 30, 2002
as required by the settlement agreement. In the event that NutraCea failed to
affect a registration statement by June 30, 2002, NutraCea's Chief Executive
Officer, Ms. Patricia McPeak, was to transfer to the Company an additional
735,730 pre-reverse split shares of her common stock and become personally
liable to the Company for the original $500,000 debt amount plus 12% interest
per annum. The lawsuit also seeks to award the Company any attorney's fees and
other costs related to this matter.

         On August 29, 2002, NutraCea filed a motion to dismiss the Complaint
filed by the Company due to lack of personal jurisdiction for both NutraCea and
Ms. McPeak. On November 27, 2002, NutraCea's motion to dismiss was denied as to
both NutraCea and Ms. McPeak. An alternative settlement agreement was reached on
December 10, 2003, whereby the suit was dismissed and the Company shall be
guaranteed payment on any deficiency upon the sale of their common stock.

         On September 18, 2003 the Company converted its existing 735,730
preferred shares of NutraCea to 735,730 shares of NutraCea common stock. Also,
in September of 2003 per the terms of the new settlement agreement NutraCea
transferred an additional 735,730 shares of its common stock to the Company.
NutraCea also paid deferred dividends to the Company as of September 18, 2003 in
the form of 1,301,692 shares of its common stock.

         The new settlement agreement also states that the Company has until
September 18, 2004 to sell the NutraCea common stock, and in the event the
Company is unable to realize $551,797 plus any legal fees the Company incurred
as of September 18, 2003 through the sale of its 2,774,772 shares of NutraCea
common stock (735,730 preferred shares converted to common plus the additional
735,730 common shares and 1,301,692 shares granted in payment of dividends) that
NutraCea shall have 90 days from the date that the Company demonstrates that
through its best efforts it has not been able to realize $551,797 plus legal
fees through the sale of its NutraCea common stock, to transfer to the Company
additional NutraCea common shares to make up any deficiency between the actual
sales price obtained by the Company after it has sold all of its NutraCea shares
and the amount of $551,797 plus legal fees.

         In addition, should the Company choose not to sell any portion of its
NutraCea common stock prior to September 18, 2004, the value of any portion of
its NutraCea common stock still remaining shall be credited against the original
$551,797. Furthermore, should the value of the common stock exceed the $551,797,
the Company is entitled to keep the excess. The Company is obligated to
distribute the stock awards from the settlement to the NutraCea Funding Parties.

         As of March 31, 2004, the Company has distributed a total of 73,735
shares of NutraCea common stock valued at $114,178 directly to NutraCea Funding
Parties. The Company accounted for the transaction as a reduction to the
principal amount of the notes.

         Also during the year ended March 31, 2004, the Company sold 347,743
shares of the NutraCea common stock and distributed the proceeds to NutraCea
Funding Parties. The total amount distributed to the investors was $259,585 and
was accounted for as a reduction to the principal amount of the notes.

         The Company plans to distribute the remaining shares of the NutraCea
stock or the proceeds from the sales of the stock to NutraCea Funding Parties
until the remaining principal and accrued interest is paid in full. At March 31,
2004, the remaining principal balance of these notes was $209,531. The Company
has recorded accrued interest of $205,523 as of March 31, 2004.

Government Regulation

         We are subject to regulations applicable to businesses generally.

Employees

         In 2002, the Company had one officer who worked for the Company on a
part-time basis.

                                       6
<PAGE>

Item 2. Description of Properties

         The Company has no significant assets, property or business; its
principal executive office address and telephone number are the office address
and telephone number of its President, Frank Gillen, and are provided at no
cost. The Company's activities have been limited to keeping itself in good
standing in the State of Delaware and preparing and filing its Securities and
Exchange Commission reports and the accompanying financial statements. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Gillen of providing the use of his office and
telephone have been minimal.

Item 3. Legal Proceedings

         The Company is not a party to, nor are its properties the subject of,
any pending legal proceedings and no such proceedings are known to the Company
to be threatened or contemplated by or against it.

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

         No matter was submitted to a vote of the security holders during the
4th quarter of the fiscal year covered by this report.



                                     PART II


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


Market Information

         To the knowledge of current management, there is no public trading
market for the Company's common stock.

Holders

         At March 31, 2002, there were approximately 112 holders of record of
the Company's common stock.

Dividends

         The Company has not declared any cash dividends within the past two
years on its common stock. The Company does not anticipate or contemplate paying
dividends in the foreseeable future. It is the present intention of management
to utilize available funds, if any, for the acquisition and development of
business opportunities.

Sales of Equity Securities

         The Company has not sold any securities during the period of this
report that have not been previously reported.

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

         The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements and notes thereto.

                                       7
<PAGE>

Plan of Operation

         The Company has no business operations, and very limited assets or
capital resources. The Company's business plan is to seek one or more potential
business ventures that, in the opinion of management, may warrant involvement by
the Company. The Company recognizes that because of its limited financial,
managerial and other resources, the type of suitable potential business ventures
which may be available to it will be extremely limited. The Company's principal
business objective will be to seek long-term growth potential in the business
venture in which it participates rather than to seek immediate, short-term
earnings. In seeking to attain the Company's business objective, it will not
restrict its search to any particular business or industry, but may participate
in business ventures of essentially any kind or nature. It is emphasized that
the business objectives discussed are extremely general and are not intended to
be restrictive upon the discretion of management.

         The Company will not restrict its search for any specific kind of
firms, but may participate in a venture in its preliminary or development stage,
may participate in a business that is already in operation or in a business in
various stages of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may participate, in that
the venture may need additional capital, may merely desire to have its shares
publicly traded, or may seek other perceived advantages which the Company may
offer. In some instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common stock.

Liquidity and Capital Resources

         We used net cash for operating activities of $7,986 during the year
ended March 31, 2002. As of March 31, 2002, we had $234 in current assets,
$575,792 in current liabilities and a working capital (deficit) of ($575,558).
Our current liabilities include $9,800 in accounts payable, $65,992 in accrued
liabilities and $500,000 in convertible debt owed to Company stockholders that
was payable on demand. The liability on the convertible debt was incurred in
connection with the NutraCea transaction. See "Business--Lending Activities."

         Our working capital requirements for the foreseeable future will vary
based upon a number of factors, including the costs associated with any
potential acquisition and other factors that may not be foreseeable at this
time. We believe that we will need at least $50,000 in funding for then next
twelve months and will need to raise additional funds in an undetermined amount
thereafter. We have no commitments to provide additional funding and there can
be no assurance that we will be able to obtain additional funding on
satisfactory terms or at all.

Critical Accounting Policies

         The carrying value of the Company's cash equivalents and accounts
payable approximate fair values due to their short-term nature. The carrying
value of the Company's investments equals their fair value, which is based upon
quoted prices in active markets.

         The Company follows the provisions of SFAS 115 regarding marketable
securities. The Company`s securities investments that are bought and held
principally for the purpose of selling them in the near term are classified as
trading securities. Trading securities are recorded at fair value on the balance
sheet in current assets, with the change in fair value during the period
included in earnings.

         Securities investments that the Company has the positive intent and
ability to hold to maturity are classified as held-to-maturity securities and
recorded at amortized cost in investments and other assets. Securities
investments not classified as either held-to-maturity or trading securities are
classifies as available-for-sale securities. Available-for-sale securities are
recorded at fair value in investments and other assets on the balance sheet,
with the change in fair value during the period excluded from earnings and
recorded net of tax as a separate component of equity. All marketable securities
held by the Company have been classified as available-for-sale securities.

         Under FASB Statement 123, the Company estimates the fair value of each
stock purchase warrant at the grant date by using the Black-Scholes option
pricing model with the following weighted average assumptions used for grants,
respectively; dividend yield of zero percent; expected volatility of 108%;
risk-free interest rate of 4.5 percent and expected life of 6 months, for the
year ended March 31, 2004. As of March 31, 2003 and 2002 there were no stock
purchase warrants outstanding.

                                       8
<PAGE>

Item 7. Financial Statements

         See attached financial statements.

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

         The Company is not aware, and has not been advised by its auditors, of
any disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.


                                    PART III


Item 9. Directors and Executive Officers of the Registrant

Identify Directors and Executive Officers

         Set forth below is certain information concerning each of the directors
and executive officers of the Company as of March 31, 2002:


                                                                    With Company
     Name           Age         Position                                Since
     ----           ---         --------                            ------------

Frank J. Gillen     31    Director, President, Chief Executive          1999
                          Officer and Chief Financial Officer
--------------

         Frank J. Gillen. Mr. Gillen has been with the Company since 1999 and
his term as a director of the Company expires at the next annual meeting of
stockholders. Mr. Gillen was the founder of Maven Strategic Partners, Inc. which
was formed in 1999. Maven Strategic Partners, Inc. invested in various small cap
stocks and was active in day trading. A small part of the revenues were
generated from business consulting and identifying distressed companies that
could be bought or merged into another strategic company. Mr. Gillen sold his
interest in Maven Strategic Partners, Inc. in 2002. Mr. Gillen then began
working for Ford Allen, Inc., a business consulting company. Prior to forming
Maven Strategic Partners, Inc. Mr. Gillen worked as a stock broker.

         Our director does not hold directorships in any other public companies.

Identify Significant Employees

         The Company has no other significant employees.

Family Relationships

         None

Involvement in Certain Legal Proceedings

         Our officers and directors have not been involved in any material legal
proceedings which occurred within the last five years of any type as described
in Regulation S-B.

                                       9
<PAGE>

Audit Committee

         The Company has only two part-time employees that are also the sole
directors and officers. The Company has no operations and inadequate funding.
Therefore, the Company has no audit, compensation or nominating committee and,
as a result, the Company does not have a financial expert serving on its audit
committee.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act requires our executive
officers, directors and persons who beneficially own more than 10% of our common
stock to file initial reports of ownership and reports of changes in ownership
with the SEC. Such persons are required by SEC regulations to furnish us with
copies of all Section 16(a) forms filed by such persons.

         Based solely on our review of forms furnished to us and representations
from reporting persons, we believe that all filing requirements applicable to
our executive officers, directors and more than 10% stockholders were complied
with during the year ended March 31, 2002.

Code of Ethics

         Due to the fact that the Company has no operations and inadequate
funding, the Company has not adopted a Code of Ethics and does not anticipate
doing so in the immediate future.

Item 10. Executive Compensation

         Summary Compensation Table. The following table provides certain
information regarding compensation paid by the company to the named executive
officer.
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                             Annual Compensation                     Awards             Payouts
                                                                             Restricted   Stock                      All Other
        Name and                                            Other Annual        Stock     Options/       LTIP      Compensation
    Principal Position      Year(1) Salary ($)  Bonus($)   Compensation($)    Awards ($)   SAR(#)(2)   Payouts($)      ($) (3)
    ------------------      ------- ----------  --------   ---------------    ----------   ---------   ----------  -------------
<S>                          <C>        <C>        <C>            <C>             <C>          <C>         <C>           <C>
Frank J. Gillen              2000       0          0              --              --           --          --            --
Director, CEO, President     2001       0          0              --              --           --          --            --
and CFO                      2002       0          0              --              --           --          --            --
--------------
</TABLE>
(1)      Represents fiscal years ending March 31 of each year.

Compensation of Directors

         The Company has made no arrangements with respect to the compensation
of its director.

Compensation of Officers

         The Company has made no arrangements with respect to the compensation
of its officer.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

         The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of March 31, 2002,
for: (i) each person who is known by the Company to beneficially own more than 5
percent of the Company's common stock, (ii) each of the Company's directors,
(iii) each of the Company's Named Executive Officers, and (iv) all directors and
executive officers as a group. As of March 31, 2002, the Company had 3,000,000
shares of common stock outstanding.

                                       10
<PAGE>
<TABLE>
<CAPTION>
        Name and Address             Shares Beneficially        Percentage of Shares
     Of Beneficial Owner(1)                Owned(2)              Beneficially Owned                    Position
     ----------------------          -------------------        --------------------                   --------
<S>                                       <C>                           <C>              <C>
Frank J. Gillen                                    0                        *             Director, President, Chief
                                                                                          Executive Officer and Chief
                                                                                          Financial Officer

Directors and Executive Officers                   0                        *
as a Group (1 people)

Butternut Partners, LLC                    1,000,000                      33%
440 East 400 South
SLC, UT 84111

Kelly Trimble                                500,000                      17%
175 South Main, Suite #1230
SLC, UT 84111

Jeffrey Brown                                500,000                      17%
2369 Eastday Spring Lane
SLC, UT 84124

Lee Jackson                                  615,400                      21%
2055 East 6425 South
SLC, UT 84121
</TABLE>
------------------
* Less than 1%

(1)      Except where otherwise indicated, the address of the beneficial owner
         is deemed to be the same address as the Company.
(2)      Beneficial ownership is determined in accordance with SEC rules and
         generally includes holding voting and investment power with respect to
         the securities. Shares of common stock subject to options or warrants
         currently exercisable, or exercisable within 60 days, are deemed
         outstanding for computing the percentage of the total number of shares
         beneficially owned by the designated person, but are not deemed
         outstanding for computing the percentage for any other person.

Changes in Control

         The Company is not aware of any other arrangements, the operation of
which may, at a subsequent date, result in a change in control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

         The Company does not have any equity compensation plans.

Item 12. Certain Relationships and Related Transactions.

         As of March 31, 2002, this item is not applicable.

                                       11
<PAGE>

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

Exhibits

         Listed on page 13 hereof.

Reports on Form 8-K

         No reports on Form 8-K were filed by the Company during the fourth
quarter ended March 31, 2002.

                                       12
<PAGE>

                                   SIGNATURES

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

                                          FARADAY FINANCIAL, INC.
                                          (Registrant)



Date: October 14, 2004                    By   /s/ Frank J. Gillen
                                            ------------------------------------
                                            Frank J. Gillen
                                            Director, President, Chief Executive
                                            Officer and Chief Financial Officer


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

    Signature                          Title                          Date
    ---------                          -----                          ----

 /s/ Frank J. Gillen     Director, President, Chief Executive   October 14, 2004
---------------------    Officer and  Chief Financial Officer
Frank J. Gillen

                                       13
<PAGE>

                                  EXHIBIT INDEX

         EXHIBIT
           NO.                         DESCRIPTION OF EXHIBIT
         -------                       ----------------------

         3(i).1   Articles of Incorporation of the Company (Incorporated by
                  reference to Exhibit 3.1 of the Company's Form 10-SB, File No.
                  0-22236)

         3(ii).1  Bylaws of the Company (Incorporated by reference to Exhibit
                  3.2 of the Company's Form 10-SB, File No. 0-22236)

         10.1     Settlement Agreement by and between the Company and NutraCea,
                  dated December 10, 2002 (Incorporated by reference to Exhibit
                  10.1 of the Company's Annual Report on Form 10-KSB, dated
                  March 31, 2004).

                                       14
<PAGE>

                                 C O N T E N T S


Report of Independent Registered Public Accounting Firm.................... F-2

Report of Independent Certified Public Accountants..........................F-3

Consolidated Balance Sheet................................................. F-4

Consolidated Statements of Operations and Other Comprehensive Income....... F-5

Consolidated Statements of Stockholders' Equity (Deficit).................. F-6

Consolidated Statements of Cash Flows...................................... F-8

Notes to the Consolidated Financial Statements ............................F-10


                                      F-1
<PAGE>

            REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and the Stockholders of
Faraday Financial, Inc. and Subsidiary
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying consolidated balance sheet of Faraday
Financial, Inc. and Subsidiary (a development stage company) as of March 31,
2002 and the related consolidated statements of operations and other
comprehensive income, stockholders' equity (deficit) and cash flows for the year
ended March 31, 2002 and from inception on June 11, 1992 through March 31, 2002.
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 audit in accordance with 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides 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 Faraday
Financial, Inc. and Subsidiary (a development stage company) as of March 31,
2002 and the results of their operations and their cash flows for the years
ended March 31, 2002 and from inception on June 11, 1992 through March 31, 2002
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 4 to the
consolidated financial statements, the Company is a development stage company
with no significant operating results to date, which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


HJ & Associates, LLC
Salt Lake City, Utah
March 12, 2004 (except for Footnote 5,
which is dated September 8, 2004)

                                      F-2
<PAGE>

         HANSEN, BARNETT & MAXWELL
         A Professional Corporation
        CERTIFIED PUBLIC ACCOUNTANTS      Registered with the Public Company
          5 Triad Center, Suite 750            Accounting Oversight Board
        Salt Lake City, UT 84180-1128
            Phone: (801) 532-2200
             Fax: (801) 532-7944
               www.hbmcpas.com



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and the Shareholders
Faraday Financial, Inc.

We have audited the accompanying consolidated statements of operations and other
comprehensive income, stockholders' deficit, and cash flows of Faraday
Financial, Inc. and subsidiary (a development stage enterprise) for the year
ended March 31, 2001 and for the period from June 11, 1992 (date of inception)
through March 31, 2001 (not separately included herein). These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. We did not audit the consolidated financial statements of Faraday
Financial, Inc. and subsidiary for the period from June 11, 1992 through March
31, 2000, which reflects 2 percent of the net loss for the period from June 11,
1992 through March 31, 2001. Those statements were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates to
amounts for the period from June 11, 1992 through March 31, 2000, is based
solely upon the report of the other auditors.

We conducted our audit in accordance with 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit and the report of the other auditors provide a reasonable basis for our
opinion.

In our opinion, based on our audit and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Faraday
Financial, Inc. and subsidiary for the year ended March 31, 2001 and for the
period from June 11, 1992 (date of inception) through March 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
consolidated financial statements, the Company is a development stage
enterprise, did not earned any revenue, suffered losses from operation and had
negative cash flows from operating activities during the year ended March 31,
2001 and during the period from June 11, 1992 (date of inception) through March
31, 2001. At March 31, 2001, the Company had a working capital deficiency and a
capital deficiency. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 4. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                                    HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
January 17, 2002

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                                          (A Development Stage Company)
                                           Consolidated Balance Sheet

                                                     ASSETS
                                                                                                      March 31,
                                                                                                        2002
                                                                                                ------------------
<S>                                                                                             <C>
CURRENT ASSETS

   Cash in bank                                                                                 $              234
                                                                                                ------------------
     Total Current Assets                                                                                      234
                                                                                                ------------------

OTHER ASSETS

   Available-for-sale securities (Note 2)                                                                  551,797
                                                                                                ------------------
     Total Other Assets                                                                                    551,797
                                                                                                ------------------
     TOTAL ASSETS                                                                               $          552,031
                                                                                                ==================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                                                             $            9,800
   Accrued liabilities (Note 2)                                                                             65,992
   Convertible debt related parties (Note 2)                                                               500,000
                                                                                                ------------------
     Total Current Liabilities                                                                             575,792
                                                                                                ------------------
     Total Liabilities                                                                                     575,792
                                                                                                ------------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.001 par value, 20,000,000 shares
    authorized; 3,000,000 issued and outstanding                                                             3,000
   Capital in excess of par value                                                                            4,902
   Treasury shares at cost                                                                                       -
   Other comprehensive income                                                                               51,797
   Deficit accumulated during the development stage                                                        (83,460)
                                                                                                ------------------

     Total Stockholders' Equity (Deficit)                                                                  (23,761)
                                                                                                ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                       $          552,031
                                                                                                ==================



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

                                                               F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                                          (A Development Stage Company)
                      Consolidated Statements of Operations and Other Comprehensive Income

                                                                                                               From
                                                                                                           Inception on
                                                                                                             June 11,
                                                                           For the years ended,           1992 Through
                                                                                  March 31,                  March 31,
                                                                            2002             2001               2002
                                                                         -----------     -----------        -----------
<S>                                                                      <C>             <C>                <C>
REVENUES                                                                 $         -     $         -        $         -
                                                                         -----------     -----------        -----------

EXPENSES

Depreciation expense                                                               -               -                  -
General and administrative                                                    16,619           2,943             27,358
                                                                         -----------     -----------        -----------
Total Expenses                                                                16,619           2,943             27,358
                                                                         -----------     -----------        -----------
LOSS FROM OPERATIONS                                                         (16,619)         (2,943)           (27,358)
                                                                         -----------     -----------        -----------
OTHER INCOME (EXPENSE)

Interest income                                                                    -           8,499              8,499
Interest expense                                                             (56,102)         (8,499)           (64,601)
                                                                         -----------     -----------        -----------
Total Other Income (Expenses)                                                (56,102)              -            (56,102)
                                                                         -----------     -----------        -----------
NET LOSS                                                                     (72,721)         (2,943)           (83,460)
                                                                         -----------     -----------        -----------
OTHER COMPREHENSIVE INCOME

  Change in marketable securities                                             51,797               -             51,797
                                                                         -----------     -----------        -----------

  Total Other Comprehensive Income                                            51,797               -             51,797
                                                                         -----------     -----------        -----------

COMPREHENSIVE LOSS                                                       $   (20,924)    $    (2,943)       $   (31,663)
                                                                         ===========     ===========        ===========

BASIC LOSS PER SHARE                                                     $     (0.02)    $     (0.00)
                                                                         ===========     ===========

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                                     3,000,000       3,000,000
                                                                         ===========     ===========



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

                                                                    F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             FARADAY FINANCIAL, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                                    Consolidated Statements of Stockholders' Equity (Deficit)

                                                                                                                           Deficit
                                                                                                                        Accumulated
                                             Common Stock         Additional         Treasury Stock           Other      During the
                                      ------------------------     Paid-in       ----------------------   Comprehensive  Development
                                         Shares        Amount      Capital         Shares      Amount         Income        Stage
                                         ------        ------    -----------       ------      ------     -------------  -----------
<S>                                   <C>            <C>         <C>            <C>           <C>           <C>         <C>
Inception, June 11, 1992                      -      $      -    $       -            -       $     -       $     -     $        -

Common stock issued for cash
 at $0.001 per share                    400,000           400          100            -             -             -              -

Common stock issued for cash
 at $0.01 per share                      24,600            25          221            -             -             -              -

Capital Contribution                          -             -          500            -             -             -              -

Net loss from inception on
 June 11, 1992 through
 March 31, 1999                               -             -            -            -             -             -         (2,902)
                                      ---------      --------    ---------      -------       -------       -------     ----------
Balance, March 31, 1999                 424,600           425          821            -             -             -         (2,902)

Conversion of note payable to
 Related party at $0.003 per share      575,400           575        1,081            -             -             -              -

Common stock issued for cash
 at $0.003 per share                  2,000,000         2,000        3,000            -             -             -              -

Net loss for the year ended
 March 31, 2000                               -             -            -            -             -             -         (4,894)
                                      ---------      --------    ---------      -------       -------       -------     ----------
Balance, March 31, 2000               3,000,000         3,000        4,902            -             -             -         (7,796)

Net loss for the year ended
 March 31, 2001                               -             -            -            -             -             -         (2,943)
                                      ---------      --------    ---------      -------       -------       -------     ----------

Balance, March 31, 2001               3,000,000      $  3,000    $   4,902            -       $     -       $     -     $  (10,739)
                                      =========      ========    =========      =======       =======       =======     ==========



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

                                                                     F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             FARADAY FINANCIAL, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                              Consolidated Statements of Stockholders' Equity (Deficit) (Continued)



                                                                                                                           Deficit
                                                                                                                        Accumulated
                                             Common Stock         Additional         Treasury Stock           Other      During the
                                      ------------------------     Paid-in       ----------------------   Comprehensive  Development
                                         Shares        Amount      Capital         Shares      Amount         Income        Stage
                                         ------        ------    -----------       ------      ------     -------------  -----------
<S>                                   <C>            <C>         <C>            <C>           <C>           <C>         <C>
Balance, March 31, 2001               3,000,000      $  3,000    $   4,902            -       $     -       $     -     $  (10,739)

Unrealized Gain on Investment                 -             -            -            -             -        51,797              -

Net loss for the year ended
 March 31, 2002                               -             -            -            -             -             -        (72,721)
                                      ---------      --------    ---------      -------       -------       -------     ----------
Balance, March 31, 2002               3,000,000      $  3,000    $   4,902            -       $     -       $51,797     $  (83,460)
                                      =========      ========    =========      =======       =======       =======     ==========



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

                                                                  F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             FARADAY FINANCIAL, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                                              Consolidated Statements of Cash Flows

                                                                                                                          From
                                                                                                                     Inception on
                                                                                       For the years ended,             June 11,
                                                                                               March 31,              1992 Through
                                                                                     -----------------------------      March 31,
                                                                                        2002              2001            2002
                                                                                     -----------       -----------     -----------
<S>                                                                                  <C>               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                          $   (72,721)      $    (2,943)    $   (83,460)
   Adjustments to reconcile net loss to
     used by operating activities:
     Depreciation & amortization expense                                                       -                 -             271
     Expenses paid with note payable                                                           -                 -           1,656
   Changes in operating assets and liabilities:
       Decrease in interest receivable                                                     8,499                 -               -
       Increase in accounts payable                                                            -                 -           9,800
     Increase in current liabilities and accrued interest                                 56,236             1,257          65,992
                                                                                     -----------       -----------     -----------
     Net Cash Used by Operating Activities                                                (7,986)           (1,686)        (5,741)
                                                                                     -----------       -----------     -----------

   CASH FLOWS FROM INVESTING ACTIVITIES

   Organization costs                                                                          -                 -            (271)
     Purchase of fixed assets                                                                  -                 -               -
     Issuance of note receivable                                                         (50,000)         (450,000)       (500,000)
                                                                                     -----------       -----------     -----------
   Net Cash Used by Investing Activities                                                 (50,000)         (450,000)       (500,271)
                                                                                     -----------       -----------     -----------

   CASH FLOWS FROM FINANCING ACTIVITIES

     Common stock issued for cash                                                              -                 -           5,746
     Proceeds from shareholders loans                                                          -               380             500
     Proceeds from convertible notes                                                      58,220           576,200         500,000
     Principal payments on convertible notes                                                   -          (125,000)              -
                                                                                     -----------       -----------     -----------
   Net Cash Provided by Financing Activities                                              58,220           451,588         506,246
                                                                                     -----------       -----------     -----------
   NET INCREASE (DECREASE) IN CASH                                                           234              (106)            234

   CASH AT BEGINNING OF YEAR                                                                   -               106               -
                                                                                     -----------       -----------     -----------
   CASH AT END OF YEAR                                                               $       234       $         -     $       234
                                                                                     ===========       ===========     ===========



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

                                                                      F-8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             FARADAY FINANCIAL, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                                        Consolidated Statements of Cash Flows (Continued)

                                                                                                                          From
                                                                                                                     Inception on
                                                                                       For the years ended,             June 11,
                                                                                               March 31,              1992 Through
                                                                                     -----------------------------      March 31,
                                                                                        2002              2001            2002
                                                                                     -----------       -----------     -----------
<S>                                                                                  <C>               <C>             <C>
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

NON-CASH INVESTING AND FINANCING ACTIVITIES:

  Common stock issued for debt paid
    on behalf of the Company                                                         $         -       $         -     $     1,656

CASH PAID FOR:
  Interest                                                                           $         -       $         -     $         -
  Taxes                                                                              $         -       $         -     $         -





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

                                                                         F-9
</TABLE>
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of significant accounting policies of Faraday Financial,
         Inc. and Subsidiary is presented to assist in understanding the
         Company's financial statements. The financial statements and notes are
         representations of the Company's management, which is responsible for
         their integrity and objectivity. These accounting policies conform to
         generally accepted accounting principles in the United States of
         America and have been consistently applied in the preparation of the
         financial statements.

         a. Organization and Business Activities

         Faraday Financial, Inc. was incorporated under the laws of the State of
         Delaware June 11, 1992. The Company has been in the development stage
         since incorporation and has spent most of its efforts in developing and
         marketing various products; however, it has not yet had revenues
         sufficient to sustain operations and has relied upon financing from
         shareholders and an occasional issuance of its common stock. The
         Company intends to seek out various business opportunities, including
         acquisition.

         b. Basis of Presentation

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities 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.

         Certain prior year amounts have been reclassified to conform to the
         current year presentation.

         c. Cash and Cash Equivalents

         Short-term liquid investments with an initial maturity of generally
         three months or less, including investments in money market funds are
         considered cash equivalents.

         d. Revenue Recognition Policy

         The Company currently has no source of revenues. Revenue recognition
         policies will be determined when principal operations begin.

         e. Fair Value of Financial Instruments

         The carrying value of the Company's cash equivalents and accounts
         payable approximate their fair values due to their short-term nature.
         The carrying value of the Company's investments equals their fair
         value, which is based upon quoted prices in active markets.

                                      F-10
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         f. Property and Equipment

         Property and equipment are stated at cost. Expenditures for small
         tools, ordinary maintenance and repairs are charged to operations as
         incurred. Major additions and improvements are capitalized.
         Depreciation is computed using the straight-line method over estimated
         useful lives as follows:

                  Equipment                               3 to 5 years
                  Furniture and fixtures                  5 years

         Depreciation expense for the years ended March 31, 2002 and 2001 was
         $-0- and $-0-.

         g. Principles of Consolidation

         The consolidated financial statements include the accounts of the
         Company and its wholly-owned subsidiary, Homenet Marketing Group, Inc.
         All significant intercompany accounts and transactions have been
         eliminated in consolidation.

         h. Marketable Securities

         The Company follows the provisions of SFAS 115 regarding marketable
         securities. The Company`s securities investments that are bought and
         held principally for the purpose of selling them in the near term are
         classified as trading securities. Trading securities are recorded at
         fair value on the balance sheet in current assets, with the change in
         fair value during the period included in earnings.

         Securities investments that the Company has the positive intent and
         ability to hold to maturity are classified as held-to-maturity
         securities and recorded at amortized cost in investments and other
         assets. Securities investments not classified as either
         held-to-maturity or trading securities are classifies as
         available-for-sale securities. Available-for-sale securities are
         recorded at fair value in investments and other assets on the balance
         sheet, with the change in fair value during the period excluded from
         earnings and recorded net of tax as a separate component of equity. All
         marketable securities held by the Company have been classified as
         available-for-sale securities.

                                      F-11
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         i. Earnings Per Share ("EPS")

         The computation of basic loss per share of common stock is based on the
         weighted average number of shares outstanding during the period of the
         consolidated financial statements. Fully diluted income (loss) per
         share calculations are not presented for years in which a loss is
         incurred as any stock equivalents are antidilutive in nature. The
         Company has excluded 500,000 common stock equivalents at March 31,
         2002.

                                                  For the Year Ended
                                                    March 31, 2002
                                  ----------------------------------------------
                                      Loss             Shares         Per Share
                                  (Numerator)      (Denominator)        Amount
                                  -----------      -------------      ---------

             Basic                 $(72,721)         3,000,000          (0.02)
             Fully Diluted         $(72,721)         3,000,000          (0.02)

                                                 For the Year Ended
                                                    March 31, 2001
                                  ----------------------------------------------
                                      Loss             Shares         Per Share
                                  (Numerator)      (Denominator)        Amount
                                  -----------      -------------      ---------

             Basic                  $(2,943)         3,000,000          (0.00)


         j. Comprehensive Income

         The components of other comprehensive income (loss) include the change
         in fair market value of available-for-sale investments owned by the
         Company.

                                      F-12
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         k. Income Taxes

         Deferred taxes are provided on a liability method whereby deferred tax
         assets are recognized for deductible temporary differences and
         operating loss and tax credit carryforwards and deferred tax
         liabilities are recognized for taxable temporary differences. Temporary
         differences are the differences between the reported amounts of assets
         and liabilities and their tax bases. Deferred tax assets are reduced by
         a valuation allowance when, in the opinion of management, it is more
         likely than not that some portion or all of the deferred tax assets
         will not be realized. Deferred tax assets and liabilities are adjusted
         for the effects of changes in tax laws and rates on the date of
         enactment.

         Net deferred tax liabilities consist of the following components as of
         March 31, 2002 and 2001:

                                                      2002              2001
                                                  ----------        -----------
              Deferred tax assets:
                NOL Carryover                     $   22,680        $     4,006

              Deferred tax liabilities:
                Depreciation                               -                  -

              Valuation allowance                    (22,680)            (4,006)
                                                  ----------        -----------
              Net deferred tax asset              $        -        $         -
                                                  ==========        ===========

         The income tax provision differs from the amount of income tax
         determined by applying the U.S. federal income tax rate to pretax
         income from continuing operations for the years ended March 31, 2002
         and 2001 due to the following:

                                                      2002               2001
                                                  ----------        -----------
              Book income (loss)                  $   (8,160)       $    (1,001)
              Accrued Interest                         9,870                  -
              Realized Gain / Loss                   (20,200)                 -
              Other                                      (40)               (97)
              Valuation allowance                     18,530              1,098
                                                  ----------        -----------
                                                  $        -        $         -
                                                  ==========        ===========

                                      F-13
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         k. Income Taxes (Continued)

         At March 31, 2002, the Company had net operating loss carryforwards of
         approximately $58,153 that may be offset against future taxable income
         from the year 2002 through 2024. No tax benefit has been reported in
         the March 31, 2002 financial statements since the potential tax benefit
         is offset by a valuation allowance of the same amount.

         Due to the change in ownership provisions of the Tax Reform Act of
         1986, net operating loss carryforwards for Federal income tax reporting
         purposes are subject to annual limitations. Should a change in
         ownership occur, net operating loss carryforwards may be limited as to
         use in future years.

         l. Recent Accounting Pronouncements

         SFAS No. 143 -- In August 2001, the FASB issued SFAS No. 143,
         Accounting for Asset Retirement Obligations, which established a
         uniform methodology for accounting for estimated reclamation and
         abandonment costs. The statement was effective for fiscal years
         beginning after June 15, 2002. The adoption of SFAS No. 143 did not
         have a material effect on the financial statements of the Company.

         SFAS No. 145 -- On April 30, 2002, the FASB issued FASB Statement No.
         145 (SFAS 145), "Rescission of FASB Statements No. 4, 44, and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections." SFAS
         145 rescinds both FASB Statement No. 4 (SFAS 4), "Reporting Gains and
         Losses from Extinguishment of Debt," and the amendment to SFAS 4, FASB
         Statement No. 64 (SFAS 64), "Extinguishments of Debt Made to Satisfy
         Sinking-Fund Requirements." Through this rescission, SFAS 145
         eliminates the requirement (in both SFAS 4 and SFAS 64) that gains and
         losses from the extinguishment of debt be aggregated and, if material,
         classified as an extraordinary item, net of the related income tax
         effect. However, an entity is not prohibited from classifying such
         gains and losses as extraordinary items, so long as it meets the
         criteria in paragraph 20 of Accounting Principles Board Opinion No. 30,
         Reporting the Results of Operations Reporting the Effects of Disposal
         of a Segment of a Business, and Extraordinary, Unusual and Infrequently
         Occurring Events and Transactions. Further, SFAS 145 amends paragraph
         14(a) of FASB Statement No. 13, "Accounting for Leases", to eliminate
         an inconsistency between the accounting for sale-leaseback transactions
         and certain lease modifications that have economic effects that are
         similar to sale-leaseback transactions. The amendment requires that a
         lease modification (1) results in recognition of the gain or loss in
         the 9 financial statements, (2) is subject to FASB Statement No. 66,
         "Accounting for Sales of Real Estate," if the leased asset is real
         estate (including integral equipment), and (3) is subject (in its
         entirety) to the sale-leaseback rules of FASB Statement No. 98,
         "Accounting for Leases: Sale-Leaseback Transactions Involving Real
         Estate, Sales-Type Leases of Real Estate, Definition of the Lease Term,
         and Initial Direct Costs of Direct Financing Leases." Generally, FAS
         145 is effective for transactions occurring after May 15, 2002. The
         adoption of SFAS 145 did not have a material effect on the financial
         statements of the Company.

                                      F-14
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         l.Recent Accounting Pronouncements (Continued)

         SFAS No. 146 -- In June 2002, the FASB issued SFAS No. 146, "Accounting
         for Exit or Disposal Activities" (SFAS 146). SFAS 146 addresses
         significant issues regarding the recognition, measurement, and
         reporting of costs that are associated with exit and disposal
         activities, including restructuring activities that are currently
         accounted for under EITF No. 94-3, "Liability Recognition for Certain
         Employee Termination Benefits and Other Costs to Exit an Activity
         (including Certain Costs Incurred in a Restructuring)." The scope of
         SFAS 146 also includes costs related to terminating a contract that is
         not a capital lease and termination benefits that employees who are
         involuntarily terminated receive under the terms of a one-time benefit
         arrangement that is not an ongoing benefit arrangement or an individual
         deferred-compensation contract. SFAS 146 will be effective for exit or
         disposal activities that are initiated after December 31, 2002 and
         early application is encouraged. The provisions of EITF No. 94-3 shall
         continue to apply for an exit activity initiated under an exit plan
         that met the criteria of EITF No. 94-3 prior to the adoption of SFAS
         146. The effect on adoption of SFAS 146 will change on a prospective
         basis the timing of when the restructuring charges are recorded from a
         commitment date approach to when the liability is incurred. The
         adoption of SFAS 146 did not have a material effect on the financial
         statements of the Company.

NOTE 2 - NOTES PAYABLE AND CONVERTIBLE DEBENTURES

         Notes Payable and Agreement with NutraCea

         In December 2000, the Company entered into a merger agreement with
         NutraCea (formerly NutraStar Incorporated). The merger was contingent
         on a $500,000 loan from Faraday to NutraCea. As of March 2001, the
         Company had secured investors and advanced $500,000 to NutraCea. By
         April 2001 the Company determined that the merger plans were
         terminated. The $500,000 that had been advanced to NutraCea was due
         within 90 days and bore interest at 12%. The note carried an optional
         conversion feature in which the Company could convert the principal and
         accrued interest into common stock of NutraCea at a rate of $1.00 per
         share. The notes also carried a mandatory conversion feature as
         follows: in the event that NutraCea merged into a public company or
         issued shares pursuant to its initial public offering of common stock,
         the outstanding principal and accrued interest was to be converted into
         common stock of Nutracea at the lesser of a) $1.00 per share, b) the
         average share price over the initial 10 day trading period less 20%, or
         c) the price per share of common stock offered in a private placement
         at the time of mandatory conversion.

                                      F-15
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 2 - NOTES PAYABLE AND CONVERTIBLE DEBENTURES (Continued)

         Notes Payable and Agreement with NutraCea (Continued)

         Investors advanced the $500,000 with the understanding that following
         either a merger with NutraCea or NutraCea's merger with another public
         company, the amounts would be converted to equity in the newly merged
         corporation. However, no written agreements were signed formalizing the
         nature or the terms of the advances. Management of the Company believes
         that accounting for the investors' advance of $500,000 to NutraCea on
         behalf of Faraday as notes payable is the most accurate way to report
         the transaction. The Company recorded $56,102 of interest expense
         related to these notes payable at 12% per annum for the year ended
         March 31, 2002.

         On December 13, 2001, the Company reached a settlement agreement with
         NutraCea. The agreement states that NutraCea borrowed a total of
         $500,000 from the Company pursuant to a series of promissory notes
         bearing interest at 12% per annum and due and payable 90 days from the
         date of issuance. The outstanding principal and accrued but unpaid
         interest on the date of the settlement was $551,797. Per the terms of
         the agreement the Company and NutraCea released, settled and disposed
         of any and all claims, demands and disputes of any kind between them,
         including, but not limited to, any disputes connected with the proposed
         terminated merger. NutraCea settled their debt to Faraday of $500,000
         principal and $51,797 accrued interest in exchange for 735,730 shares
         of NutraCea Preferred Stock per the terms of the agreement.

         The agreement also stipulates that failure on the part of NutraCea to
         file a Registration Statement on For SB-2 or a substantially equivalent
         registration that is declared effective by the Securities and Exchange
         Commission by June 30, 2002 will result in conversion of the 735,730
         Preferred Shares to the same number of Common Shares of NutraCea.
         NutraCea failed to register the Preferred Shares with the Securities
         and Exchange Commission on or before June 30, 2002, and therefore,
         NutraCea was obligated to convert the 735,730 Preferred Shares to
         735,730 Common Shares.

         On July 16, 2002, a Complaint was filed against NutraCea by the Company
         in the United States District Court, for the District of Utah (Case No
         02-CV-00959). The Company filed the lawsuit when NutraCea failed to
         meet the terms set forth in the settlement agreement. NutraCea did file
         a registration statement with the Securities and Exchange Commission on
         June 4, 2002, however, such registration statement had not been
         declared effective as of June 30, 2002 as required by the settlement
         agreement. As discussed previously, in the event that NutraCea failed
         to affect a registration statement by June 30, 2002, NutraCea's Chief
         Executive Officer, Ms. Patricia McPeak, was to transfer to the Company
         an additional 735,730 pre-reverse split shares of her common stock and
         become personally liable to the Company for the original $500,000 debt
         amount plus 12% interest per annum. The lawsuit also seeks to award the
         Company any attorney's fees and other costs related to this matter.

                                      F-16
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 2 - NOTES PAYABLE AND CONVERTIBLE DEBENTURES (Continued)

         Notes Payable, Notes Receivable and Agreement with VIB.TV (Continued)

         Notes payable, convertible debentures and notes payable - related
         parties consist of the following as of March 31, 2002:

         Unsecured notes payable to shareholders of the Company due on
         demand, payable through the issuance of or proceeds from the
         sale of shares of NutraCea common stock Interest is computed
         at a rate of 12% per annum.                                   $500,000

         Interest expense on the above debt amounted to $56,102 and
         $8,499 for the years ended March 31, 2002 and 2001,
         respectively.


NOTE 3 - OUTSTANDING STOCK PURCHASE WARRANTS

         Under FASB Statement 123, the Company estimates the fair value of each
         stock purchase warrant at the grant date by using the Black-Scholes
         option pricing model. As of March 31, 2002 there were no stock purchase
         warrants outstanding.


NOTE 4 - GOING CONCERN

         The Company's financial statements are prepared using accounting
         principles generally accepted in the United States of America
         applicable to a going concern, which contemplates the realization of
         assets and liquidation of liabilities in the normal course of business.
         The Company has not yet established an ongoing source of revenues
         sufficient to cover its operating costs and allow it to continue as a
         going concern. The ability of the Company to continue as a going
         concern is dependent on the Company obtaining adequate capital to fund
         operating losses until it becomes profitable. If the Company is unable
         to obtain adequate capital, it could be forced to cease operations.

         In order to continue as a going concern, develop a reliable source of
         revenues, and achieve a profitable level of operations the Company will
         need, among other things, additional capital resources. Management's
         plans to continue as a going concern include raising additional capital
         through sales of common stock. However, management cannot provide any
         assurances that the Company will be successful in accomplishing any of
         its plans.

         The ability of the Company to continue as a going concern is dependent
         upon its ability to successfully accomplish the plans described in the
         preceding paragraph and eventually secure other sources of financing
         and attain profitable operations. The accompanying financial statements
         do not include any adjustments that might be necessary if the Company
         is unable to continue as a going concern.

                                      F-17
<PAGE>

                     FARADAY FINANCIAL, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2002 and 2001


NOTE 5 - SUBSEQUENT EVENTS

         On September 8, 2004 the Company, together with Video Internet
         Broadcasting Corporation ("VIB") and Homenet Utah, Inc. ("Homenet") a
         wholly owned subsidiary of the Company, entered into a merger whereby
         Homenet merged into VIB. VIB's name was then changed to "Homenet
         Communications, Inc." Each share of VIB Capital stock, series A
         preferred stock and each option exercisable for additional shares of
         VIB common stock issued and outstanding prior to the merger was
         converted into 1.0903 shares of the Company's common stock. The Company
         issued 3,226,731 shares of its common stock pursuant to the merger.

                                      F-18