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, 2004

                                    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 June 22,
2004: 2,318,000.

<PAGE>

FARADAY FINANCIAL, INC.


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                            YEAR ENDED MARCH 31, 2004


                                     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 ............................................8
Item 6.    Management's Discussion and Analysis or Plan of Operation ........9
Item 7.    Financial Statements ............................................14
Item 8.    Changes In and Disagreements with Accountants on Accounting
             and Financial Disclosure ......................................14
Item 8A.   Controls and Procedures .........................................14


                                    PART III

Item 9.    Directors and Executive Officers of the Registrant ..............15
Item 10.   Executive Compensation ..........................................16
Item 11.   Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters ....................16
Item 12.   Certain Relationships and Related Transactions ..................18
Item 13.   Exhibits and Reports on Form 8-K ................................18
Item 14.   Principal Accountant Fees and Services ..........................18

<PAGE>

                           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.

         In March 2004, Faraday Financial, Inc. ("Faraday") incorporated Homenet
Utah, Inc. ("HU") and Home Marketing Group, Inc. ("HMG") as a wholly-owned
subsidiaries. HU has had no operations since inception. HMG has been engaged in
telemarketing activities since April 6, 2004. When used in this annual report,
the term "Company," "we," "our," "us" and similar terms includes the registrant
and its wholly-owned subsidiaries.

Business of Issuer

         With the exception of the telemarketing activities of HMG, 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

                                       3
<PAGE>

offering ("IPO"). The most prevalent of these factors include substantial time
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.

                                       4
<PAGE>

         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
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.

Telemarketing Activities

         Since April 6, 2004, HMG has been utilizing the services of eight
employees to primarily sell software packages via telemarketing. HMG has been
able to generate sufficient revenues to cover its costs and is not dependent on
Faraday for financial support. HMG and its telemarketing activities are not
viewed by Faraday management as a significant part of the Company's long term
business plan.

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.

                                       5
<PAGE>

         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
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.

                                       6
<PAGE>

         Notes Payable, Notes Receivable and Agreement with VIB.TV

         The Company has discussed entering into an agreement with Video
Internet Broadcasting Corporation (VIB) whereby all of the VIB equity security
holders would exchange their VIB securities for common stock of the Company so
that VIB becomes a wholly owned subsidiary of the Company immediately following
the closing of the share exchange. It is proposed that all of the outstanding
VIB equity securities will be acquired by the Company in exchange solely for the
Company's common voting stock. This transaction is intended to qualify as a
corporate reorganization under Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended, and related or other applicable sections there under.
Unless otherwise agreed by the Company and VIB, the transaction shall close only
in the event VIB is able to acquire all of the outstanding VIB shares of capital
stock. At closing, all of the VIB officers and directors shall resign and the
nominees of Faraday shall be appointed the officers and directors of VIB. No
written agreement has been reached to memorialize this transaction, the terms of
the transaction are still in the discussion stage and have not been agreed by
the parties and there can be no assurance that this transaction will close on
the stated terms or at all.

         In connection with the proposed corporate reorganization between the
Company and VIB, the parties entered into a loan agreement, pursuant to which
the Company has lent VIB a principal amount of $625,000 as of June 22, 2004. VIB
is in difficult financial circumstances and there can be no assurance that VIB
will be able to repay the amounts lent.

Government Regulation

         We are subject to regulations applicable to businesses generally. In
addition, because of HMG's telemarketing activities, it is subject to laws and
regulations concerning telemarketing sales and practices. In addition, due to
public interest in limiting telemarketing sales practices, it is probable that
additional laws and regulations will be adopted with respect to telemarketing in
the future, including with respect to issues such as do not call lists. The
adoption of any such additional laws or regulations may decrease the ability of
HMG to conduct its telemarketing business. However, HMG and its telemarketing
activities are not viewed by Faraday management as a significant part of the
Company's long term business plan.

Employees

         The Company has two officers who work for the Company, one full time
and the other on a part time basis. HMG also employs eight telemarketers. The
Company has no other employees.

Item 2.  Description of Properties

         Our principal offices are located at 175 South Main, Suite 1240, Salt
Lake City, Utah 84111, under the terms of a lease with an unaffiliated lessor,
which expires on 2007. The offices comprise 500 square feet of space. HMG
subleases approximately 2000 square feet of space in Provo, Utah. HMG operates
its telemarketing business from the Provo, Utah location. We believe that our
current office space will be adequate to meet our current needs and we do not
expect needing additional space until and unless we enter into an acquisition
arrangement whereby we are commence operations outside of the telemarketing
area.

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.

                                       7
<PAGE>

                                     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. As of June 22, 2004, the Company had
outstanding 2,318,000 shares of common stock and 576,500 warrants that were
exercisable for a total of 576,500 shares of common stock at an exercise price
of $1.50 per share. Of the outstanding shares, 40,000 may be sold pursuant to
Rule 144 under the Securities Act or the Company has agreed to register under
the Securities Act for sale by security holders.

Holders

         At June 22, 2004, 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

         Between March and June, 2004, the Company entered into loan agreements
with eight accredited and sophisticated investors whereby the Company borrowed
$765,000 in funds from these investors. Maven Properties, Ltd., an entity
controlled by Frank J. Gillen, lent $60,000 of these funds and Badger
Investments, LLC, an entity controlled by Shauna Badger, lent $200,000 of these
funds. The loans accrue interest at 12% per annum and are due six months from
the effective date of the loan. Principal and interest not paid when due bear
interest at the rate of 18% per annum. The notes are convertible at any time at
the option of the holder into shares of the Company's common stock at the rate
of one share of common stock for every $1.00 in principal and accrued interest
that is converted. In addition, lenders received warrants to acquire 100 shares
of common stock at an exercise price of $1.50 per share for every one thousand
dollars in principal lent by the lender. The Company did not use an underwriter
in connection with these transactions and the transactions were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506
as promulgated thereunder.

         In April 2004, the Company issued warrants exercisable for 100,000
shares of common stock to five HMG employees who are employed as telemarketers.
The warrants are exercisable at $1.50 per share. The Company did not use an
underwriter in connection with these transactions and the transactions were
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933
and Rule 506 as promulgated thereunder.

         In April 2004, the Company issued warrants exercisable for a total of
100,000 shares of common stock to the Company's two directors as compensation
for services rendered. The warrants are exercisable at $1.50 per share. The
Company did not use an underwriter in connection with these transactions and the
transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 and Rule 506 as promulgated thereunder.

         In June 2004, the Company issued 48,000 shares of its common stock to
Frank J. Gillen and Shauna Badger in consideration for the cancellation of
$24,000 in accrued salary obligations owed to these officers. The Company did
not use an underwriter in connection with these transactions and the
transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 and Rule 506 as promulgated thereunder.

         The Company has not issued any other securities during the past three
fiscal years.

         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.

                                       8
<PAGE>

Repurchases of Equity Securities
<TABLE>
<CAPTION>
                                                                                                 (d) Maximum Number
                                                                                                   or Approximate
                                                                          (c) Total Number of     Dollar Value) of
                                                                          Shares Purchases as    Shares that May Yet
                           (a) Total Number                                Part of Publicly      Be purchased Under
                               of Shares          (b) Average Price        Announced Plans          the Plans or
                               Purchased             Paid per Share          or Programs              Program(1)
                           ----------------       ------------------      -------------------    --------------------
         Period
         ------
<S>                              <C>                      <C>                      <C>                 <C>
January 1 through
January 31, 2004                    0                      0                       0                      0
February 1 through
February 29, 2004                   0                      0                       0                      0
March 1 through March
31, 2004                         250,000                  $.14                     0                   545,400

Total                            250,000                  $.14                     0                   545,400
</TABLE>

         The Company entered into a verbal agreement whereby it agreed to
repurchase 795,400 shares of its common stock (includes those identified in the
table) from Reed Jensen, Jeffrey Brown, and Lee Jackson for aggregate
consideration of $59,250. An initial 250,000 shares were redeemed for $34,375
and in March 2004 and the remaining 545,400 shares were redeemed in May 2004 for
$25,000.

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.

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.

                                       9
<PAGE>

         In furtherance of the Company's plan of operation, the Company has
discussed entering into an agreement with VIB whereby all of the VIB equity
security holders would exchange their VIB securities for common stock of the
Company so that VIB becomes a wholly owned subsidiary of the Company immediately
following the closing of the share exchange. It is proposed that all of the
outstanding VIB equity securities will be acquired by the Company in exchange
solely for the Company's common voting stock. This transaction is intended to
qualify as a corporate reorganization under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended, and related or other applicable sections there
under. Unless otherwise agreed by the Company and VIB the transaction will close
only in the event VIB is able to acquire all of the outstanding VIB shares of
capital stock. At closing, all of the VIB officers and directors shall resign
and the nominees of the Company would be appointed the officers and directors of
VIB. No written agreement has been reached to memorialize this transaction, the
terms of the transaction are still in the discussion stage and have not been
agreed by the parties and there can be no assurance that this transaction will
close on the stated terms or at all.

         In connection with the proposed corporate reorganization between the
Company and VIB, the parties entered into a loan agreement, pursuant to which
the Company has lent VIB a principal amount of $625,000 as of June 22, 2004. VIB
is in difficult financial circumstances and there can be no assurance that VIB
will be able to repay the amounts lent.

Liquidity and Capital Resources

         We used net cash for operating activities of $102,598 during the year
ended March 31, 2004. As of March 31, 2004, we have $153,854 in current assets,
$1,147,324 in current liabilities and a working capital (deficit) of ($993,470).
Our current liabilities include $212,443 in accrued liabilities, an obligation
in the amount of $209,531 payable on demand and unsecured convertible promissory
notes in the amount of $710,000 that are due and payable in full in September
2004.

         Our working capital requirements for the foreseeable future will vary
based upon a number of factors, including the costs associated with any
potential acquisition, including the proposed transaction with VIB, and other
factors that may not be foreseeable at this time. We believe that we will need
at least $100,000 in funding for then next twelve months if we do not enter into
a transaction with VIB or another acquisition transaction and we 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.

Off-Balance Sheet Arrangements

         We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

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

                                       10
<PAGE>

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.

         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.

         SFAS No. 147 - In October 2002, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 147,
"Acquisitions of Certain Financial Institutions" which is effective for
acquisitions on or after October 1, 2002. This statement provides interpretive
guidance on the application of the purchase method to acquisitions of financial
institutions. Except for transactions between two or more mutual enterprises,
this Statement removes acquisitions of financial institutions from the scope of
both SFAS 72 and Interpretation 9 and requires that those transactions be
accounted for in accordance with SFAS No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets". The adoption of SFAS No. 147 did
not have a material effect on the financial statements of the Company.

         SFAS No. 148 - In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock Based Compensation-Transition and Disclosure-an amendment
of FASB Statement No. 123" which is effective for financial statements issued
for fiscal years ending after December 15, 2002. This Statement amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
The adoption of SFAS No. 148 did not have a material effect on the financial
statements of the Company.

         SFAS No. 149 - In April 2003, the FASB issued SFAS No. 149, "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities" which is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. This statement amends and
clarifies financial accounting for derivative instruments embedded in other
contracts (collectively referred to as derivatives) and hedging activities under
SFAS 133. The adoption of SFAS No. 149 did not have a material effect on the
financial statements of the Company.

         SFAS No. 150 - In May 2003, the FASB issued SFAS No. 150, "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity" which is effective for financial instruments entered into or modified
after May 31, 2003, and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. This Statement establishes
standards for how an issuer classifies and measures in its statement of

                                       11
<PAGE>

financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of SFAS No. 150 did not have a material effect on the
financial statements of the Company.

         FASB Interpretation No. 45 - "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others - an Interpretation of FASB Statements No. 5, 57 and 107". The initial
recognition and initial measurement provisions of this Interpretation are to be
applied prospectively to guarantees issued or modified after December 31, 2002.
The disclosure requirements in the Interpretation were effective for financial
statements of interim or annual periods ending after December 15, 2002. The
adoption of FASB Interpretation No. 45 did not have a material effect on the
financial statements of the Company.

         FASB Interpretation No. 46 - In January 2003, the FASB issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46
provides guidance on the identification of entities for which control is
achieved through means other than through voting rights, variable interest
entities, and how to determine when and which business enterprises should
consolidate variable interest entities. This interpretation applies immediately
to variable interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The adoption of FIN 46 did not have a material
impact on the Company's financial statements.

         During the year ended March 31, 2004, the Company adopted the following
Emerging Issues Task Force Consensuses which did not have a material impact on
the Company's financial statements: EITF Issue No. 00-21 "Revenue Arrangements
with Multiple Deliverables", EITF Issue No. 01-8 " Determining Whether an
Arrangement Contains a Lease", EITF Issue No. 02-3 "Issues Related to Accounting
for Contracts Involved in Energy Trading and Risk Management Activities", EITF
Issue No. 02-9 "Accounting by a Reseller for Certain Consideration Received from
a Vendor", EITF Issue No. 02-17, "Recognition of Customer Relationship
Intangible Assets Acquired in a Business Combination", EITF Issue No. 02-18
"Accounting for Subsequent Investments in an Investee after Suspension of Equity
Method Loss Recognition", EITF Issue No. 03-1, "The Meaning of Other Than
Temporary and its Application to Certain Instruments", EITF Issue No. 03-5,
"Applicability of AICPA Statement of Position 9702, `Software Revenue
Recognition' to Non-Software Deliverables in an Arrangement Containing More Than
Incidental Software", EITF Issue No. 03-7, "Accounting for the Settlement of the
Equity Settled Portion of a Convertible Debt Instrument That Permits or Requires
the Conversion Spread to be Settled in Stock", EITF Issue No. 03-10,
"Application of EITF Issue No. 02-16 by Resellers to Sales Incentives Offered to
Consumers by Manufacturers.

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

                                       12
<PAGE>

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.

Risk Factors

     The Company is subject to certain other risk factors due to its development
stage status, the industry in which it competes and the nature of its
operations. These risk factors include the following.

We have a history of losses and may never become profitable.

     We have no operations and have incurred a net loss of $301,193 for the year
ended March 31, 2004. We will not be profitable until and unless we acquire an
operating business and we anticipate continuing to lose money. We have no
written agreement or commitments relating to the acquisition of an operating
business and there can be no assurance that we will acquire and operating
business on satisfactory terms or at all. There is no assurance that we will be
able to generate revenues in the future.

We do not have sufficient funds to execute our business plan.

         The Report of Independent Public Accountants relating to the Company's
March 31, 2004 audited financial statements contains a "going concern"
explanatory paragraph. We believe that we will need at least $100,000 in funding
for then next twelve months if we do not enter into an acquisition transaction
and we will need to raise additional funds in an undetermined amount thereafter.
We have no commitments to provide additional funding. There can be no assurance
that we will be able to secure additional funds by the issuance of equity or
debt securities or that such funding, if it can be obtained, will be available
on favorable terms. Moreover, the Company's business plans may change or
unforeseen events may occur which affect the amount of additional funds required
by the Company. If additional funds are not obtained when required, the lack
thereof may have a material adverse effect on the Company.

We may not be repaid the $625,000 that we lent to VIB.

         We have made loans to VIB in the principal amount of $625,000. VIB is
in financial distress. There can be no assurance that the Company will be repaid
any of the funds that were lent.

We may be subject to liability as a result of our failure to file the required
reports with the Securities and Exchange Commission

         Our common stock is registered pursuant to section 12(g) of the
Securities Exchange Act of 1934 (the "1934 Act") and we are thereby obligated to
file annual reports on Form 10-K or 10-KSB, quarterly reports on Form 10-Q or
10-QSB, Current Reports on Form 8-K, other reports and information as described
in the 1934 Act and related rules and to otherwise comply with various
provisions of the 1934 Act and related rules. Since 1996 we have failed to
comply with substantially all of the obligations imposed upon it by the 1934 Act
(the "1934 Act Violations"). As a result, we could be subject to substantial
civil and criminal penalties due to such non-compliance. There can be no
assurance that substantial civil and criminal penalties will not be imposed.

Our management is involved with other business activities, which could reduce
the time they allocate to our operations.

         Our operations depend substantially on the skills and experience of our
officers and directors. We do not have employment agreements with any of our
officers. Any of our officers or directors can leave at any time. Moreover, our
officers and directors are each involved in other business activities and may,
in the future, become involved in other business opportunities. If a specific
business opportunity becomes available, one or more of these individuals may
face a conflict in selecting between the Company and other business
opportunities. Should the services of our present officers and directors become
unavailable for any reason, our business could be adversely affected. There is

                                       13
<PAGE>

no assurance that we will be able to retain the existing working team or attract
new officers and directors of the caliber and experience needed to achieve our
objectives.

No assurance of a liquid public market for our common stock

         The is no market for our securities and there can be no assurance that
a market will develop. If a market develops, there can be no assurance as to the
depth or liquidity of any market for our securities or the prices at which
holders may be able to sell their securities. As a result, an investment in our
securities may not be liquid, and investors may not be able to liquidate their
investment readily or at all when they need or desire to sell.

Applicability of low priced stock risk disclosure requirements may adversely
affect the prices at which our common stock trades

         Our common stock may be considered a low priced security under rules
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act").
Under these rules, broker-dealers participating in transactions in low priced
securities must first deliver a risk disclosure document which describes the
risks associated with such stocks, the broker-dealer's duties, the customer's
rights and remedies, and certain market and other information, and make a
suitability determination approving the customer for low priced stock
transactions based on the customer's financial situation, investment experience
and objectives. Broker-dealers must also disclose these restrictions in writing
to the customer, obtain specific written consent of the customer, and provide
monthly account statements to the customer. With these restrictions, the likely
effect of designation as a low priced stock will be to decrease the willingness
of broker-dealers to make a market for the stock, to decrease the liquidity of
the stock and to increase the transaction cost of sales and purchases of such
stock compared to other securities.

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.

Item 8A. Controls and Procedures

         The Company has evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
March 31, 2004, pursuant to Exchange Act Rule 13a-15(b). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting him to material information relating to the Company required to be
included in the Company's periodic SEC filings. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation.

                                       14
<PAGE>

                                    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 June 22, 2004:

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

Frank J. Gillen    35     Director, President, Chief Executive      1999
                          Officer and Chief Financial Officer

Shauna  Badger     48     Director, Secretary and Treasurer         2004
-------------

         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 until he began
working for the Company on a full time basis.

         Shauna Badger. Ms. Badger has been with the Company since 2004 and her
term as a director of the Company expires at the next annual meeting of
stockholders. During the prior five years, Ms. Badger has been principally
employed as the sole proprietor of an interior design business Rocky Mountain
Designs, that purchases investment property in Park City and Deer Valley, Utah.
The interior design business specialize in designing and decorating second home
vacation properties that it either leases or resells. Ms. Badger spends
approximately 60% of her available business time working for the Company.

         Our directors do 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.

                                       15
<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, 2004, except as otherwise set forth in the
following paragraph.

         In March 2004, the Company redeemed 250,000 shares of common stock from
Reed Jensen, Jeffrey Brown, and Lee Jackson. In March 2004, Maven Properties,
Ltd., an entity controlled by Frank J. Gillen, and Badger Investments, LLC, an
entity controlled by Shauna Badger, lent the Company $60,000 and $200,000,
respectively, which loans are convertible into common stock of the Company and,
in connection with the loans, these lenders received warrants immediately
exercisable for 6,000 and 20,000 shares of common stock, respectively. To the
Company's knowledge, none of the transactions described in this paragraph have
been report the required Section 16(a) forms.

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($)(2)    Awards ($)   SAR(#)(2)   Payouts($)  ($) (3)
    ------------------      ------- ---------- --------  ------------------    ----------   ---------   ----------    -------
<S>                          <C>     <C>          <C>            <C>             <C>          <C>         <C>           <C>
Frank J. Gillen              2002         0       0               -               -            -           -             -
Director, CEO, President     2003     3,000       0               -               -            -           -             -
and CFO                      2004    18,000       0               -               -            -           -             -
---------------
</TABLE>
(1)  Represents fiscal years ending March 31 of each year.
(2)  Does not include warrants exercisable for 50,000 shares of the Company's
     common stock at $1.50 per share that were issued after March 31, 2004.

Compensation of Directors

         Each director received warrants exercisable for 50,000 shares of common
stock in April, 2004 as compensation for services rendered on the Board. The
Company has made no other arrangement with respect to the future compensation of
directors.

                                       16
<PAGE>

Compensation of Officers

         In 2003, the Company paid Mr. Gillen a monthly wage of $1,000 and in
2004 that amount was increased to $4,000 per month. Beginning in 2004, the
Company also agreed to pay Ms. Badger a monthly wage of $4,000 per month. The
Company has employment agreements in place with both of its officers. After
March 31, 2004, the Company also issued to a total of 48,000 shares of common
stock as payment for $24,000 in back wages.

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 June 22, 2004,
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 June 22, 2004, the Company had 2,318,000
shares of common stock outstanding.
<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                            1,005,000(3)                 41.2%               Director, President, Chief
                                                                                            Executive Officer and Chief
                                                                                            Financial Officer
Shauna Badger                              1,094,000(4)                 42.3%               Director, Secretary and Treasurer

Directors and Executive Officers           2,099,000                    83.5%
as a Group (2 people)

Maven Properties, Ltd.                       931,000(5)                 39.1%(5)

Badger Investments, LLC                      870,000(6)                 34.3%(6)
549 West 4630 North
Provo, Utah 84604
----------------
</TABLE>
(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.
(3)      Includes 24,000 shares of common stock and warrants that are
         immediately exercisable for 50,000 shares of common stock at $1.50 per
         share that are owned by Mr. Gillen. Also includes 865,000 shares of
         common stock, warrants that are immediately exercisable for 6,000
         shares of common stock at $1.50 per share and a convertible note that
         is immediately convertible into 60,000 shares of common stock (the note
         conversion figure does not include accrued interest that is also
         convertible into shares of common stock) that are owned by Maven
         Properties, Ltd., an entity that is controlled by Mr. Gillen. The
         convertible notes are convertible into common stock of the Company at
         the rate of one share of common stock for every $1.00 of interest and
         accrued interest that is owing on the obligations.
(4)      Includes 174,000 shares of common stock and warrants that are
         immediately exercisable for 50,000 shares of common stock at $1.50 per
         share that are owned by Ms. Badger. Also includes 650,000 shares of
         common stock, warrants that are immediately exercisable for 20,000
         shares of common stock at $1.50 per share and a convertible note that
         is immediately convertible into 200,000 shares of common stock (the
         note conversion figure does not include accrued interest that is also
         convertible into shares of common stock) that are owned by Badger
         Investments, LLC, an entity that is controlled by Ms. Badger. The
         convertible notes are convertible into common stock of the Company at
         the rate of one share of common stock for every $1.00 of interest and
         accrued interest that is owing on the obligations.
(5)      These shares are included in the reported beneficial ownership of Mr.
         Gillen. See footnote 3.
(6)      These shares are included in the reported beneficial ownership of Ms.
         Badger. See footnote 4.

Changes in Control

         With the exception of the possible reorganization with VIB, the Company
is not aware of any arrangements which may result in a change in control of the
Company. For a discussion of the possible VIB transaction see "Business-Lending
Activities."

                                       17
<PAGE>

Securities Authorized for Issuance Under Equity Compensation Plans

         The Company does not have any equity compensation plans.

Item 12. Certain Relationships and Related Transactions.

         In March 2004, Maven Properties, Ltd., an entity controlled by Frank J.
Gillen, and Badger Investments, LLC, an entity controlled by Shauna Badger, lent
the Company $60,000 and $200,000, respectively, which loans are convertible into
common stock of the Company at the rate of one share of common stock for every
$1.00 of interest and accrued interest that is owing on the obligations and, in
connection with the loans, these lenders received warrants immediately
exercisable for 6,000 and 20,000 shares of common stock, respectively. From
March through May 2004, the Company redeemed 795,400 shares of common stock from
Reed Jensen, Jeffrey Brown, and Lee Jackson for aggregate consideration of
$59,250. In addition, in June 2004, Maven Properties, Ltd., Shauna Badger and
Badger Investments, LLC purchased an aggregate of 1,665,000 shares of common
stock from Reed Jensen, Jeffrey Brown, and Lee Jackson for aggregate
consideration of $78,250.

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

Exhibits

         Listed on page 20 hereof.

Reports on Form 8-K

         No reports on Form 8-K were filed by the Company during the fourth
quarter ended March 31, 2004.

Item 14. Principal Accountant Fees and Services.

Audit Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for the audit of our annual financial statements, review of
financial statements included in our quarterly reports and other fees that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for the fiscal year ended March 31, 2004 was $17,770.

Audit Related Fees

         The aggregate fees billed for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements, other than those previously reported in
this Item 14, for the fiscal year ended March 31, 2004 was $17,395.

Tax Fees

         The aggregate fees billed for professional services rendered by our
principal accountant for tax compliance, tax advice and tax planning for the
fiscal year ended March 31, 2004 was $375.

All Other Fees

         There were no fees billed for products and services provided by the
principal accountant, other than those previously in this Item 14, for the
fiscal year ended March 31, 2004.

Audit Committee

         The Company's Board of Directors functions as its audit committee. It
is the policy of the Company for all work performed by our principal accountant
to be approved in advance by the Board of Directors. All of the services
described above in this Item 14 were approved in advance by our Board of
Directors.

                                       18
<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: June 29, 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    June 29, 2004
----------------------     Officer and Chief Financial Officer
Frank J. Gillen


 /s/ Shauna Badger         Director, Secretary and Treasurer       June 29, 2004
----------------------
Shauna Badger

                                       19
<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.

         10.2           Loan Agreement by and between the Company and Video
                        Internet Broadcasting Corporation, dated February 18,
                        2004

         10.3           Security Agreement by and between the Company and Video
                        Internet Broadcasting Corporation, dated March 12, 2004

         10.4           Intellectual Property Security Agreement by and between
                        the Company and Video Internet Broadcasting Corporation,
                        dated March 12, 2004

         10.5           Amendment Number One to the Agreements by and between
                        the Company and Video Internet Broadcasting Corporation,
                        dated April 21, 2004

         10.6           Amendment Number Two to the Agreements by and between
                        the Company and Video Internet Broadcasting Corporation,
                        dated May 1, 2004

         10.7           Form of Loan Agreement by and between the Company and
                        Lenders whereby the Company borrowed the principal
                        amount of $765,000.

         10.8           Form of Loan Agreement by and between the Company and
                        Lenders whereby the Company borrowed the principal
                        amount of $445,000.

         10.9           Employment Agreement with Frank J. Gillen

         10.10          Employment Agreement with Shauna Badger

         21.1           Subsidiaries of the Registrant

         31.1           Certification pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002

         31.2           Certification pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002

         32.1           Certification pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002

                                       20
<PAGE>



                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 2004 and 2003





                                      F-1
<PAGE>

                                 C O N T E N T S


Independent Auditors' Report............................................F-3

Consolidated Balance Sheets.............................................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-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying consolidated balance sheets of Faraday
Financial, Inc. and Subsidiaries (a development stage company) as of March 31,
2004 and 2003 and the related consolidated statements of operations and other
comprehensive income, stockholders' equity (deficit) and cash flows for the
years ended March 31, 2004, 2003 and 2002 and from inception on June 11, 1992
through March 31, 2004. 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. The
consolidated financial statements from inception on June 11, 1992 through March
31, 2001 were audited by other auditors whose report dated January 17, 2001
expensed an unqualified opinion and included as explanatory paragraph raising
substantial doubt about the Company's ability to continue as a going concern.
Our opinion from inception on June 11, 1992 through March 31, 2001 is based
solely on the opinion of the prior auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Faraday
Financial, Inc. and Subsidiaries (a development stage company) as of March 31,
2004 and 2003 and the results of their operations and their cash flows for the
years ended March 31, 2004, 2003 and 2002 and from inception on June 11, 1992
through March 31, 2004 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 3 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 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
May 18, 2004

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

                                                     ASSETS
                                                                                             March 31,
                                                                               -----------------------------------
                                                                                    2004                2003
                                                                               ---------------     ---------------
<S>                                                                            <C>                 <C>
CURRENT ASSETS

   Cash in bank                                                                $       141,786     $             -
   Cash in escrow                                                                        5,000                   -
   Accrued interest receivable                                                           7,068                   -
                                                                               ---------------     ---------------
     Total Current Assets                                                              153,854                   -
                                                                               ---------------     ---------------

PROPERTY AND EQUIPMENT

   Furniture & equipment, net                                                           14,240                   -
   Less - accumulated depreciation                                                        (165)                  -
                                                                               ---------------     ---------------
     Total Property and Equipment                                                       14,075                   -
                                                                               ---------------     ---------------

OTHER ASSETS

   Note receivable (Note 2)                                                            500,000                   -
   Available-for-sale securities (Note 1)                                                    -             662,157
                                                                               ---------------     ---------------
     Total Other Assets                                                                500,000             662,157
                                                                               ---------------     ---------------
     TOTAL ASSETS                                                              $       667,929     $       662,157
                                                                               ===============     ===============


                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                                            $        15,350     $         9,800
   Accrued liabilities (Note 2)                                                        212,443             133,732
   Convertible debt related parties (Note 2)                                           919,531             500,295
                                                                               ---------------     ---------------
     Total Current Liabilities                                                       1,147,324             643,827
                                                                               ---------------     ---------------
     Total Liabilities                                                               1,147,324             643,827
                                                                               ---------------     ---------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.001 par value, 20,000,000 shares
    authorized; 3,000,000 issued and 2,750,000 and 3,000,000
    outstanding, respectively                                                            3,000               3,000
   Capital in excess of par value                                                        4,902               4,902
   Treasury shares at cost                                                             (34,375)                  -
   Other comprehensive income                                                                -             162,157
   Deficit accumulated during the development stage                                   (452,922)           (151,729)
                                                                               ---------------     ---------------
     Total Stockholders' Equity (Deficit)                                             (479,395)             18,330
                                                                               ---------------     ---------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      $       667,929     $       662,157
                                                                               ===============     ===============


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

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


                                                                                                                From
                                                                                                             Inception on
                                                                     For the years ended,                      June 11,
                                                                          March 31,                         1992 Through
                                                  -----------------------------------------------------        March 31,
                                                        2004               2003               2002               2004
                                                  ---------------    ---------------    ---------------    ---------------
<S>                                               <C>                <C>                <C>                <C>
REVENUES                                          $             -    $             -    $             -    $             -

EXPENSES

Depreciation expense                                          165                  -                  -                165
General and administrative                                103,148                529             16,619            131,035
                                                  ---------------    ---------------    ---------------    ---------------
Total Expenses                                            103,313                529             16,619            131,200
                                                  ---------------    ---------------    ---------------    ---------------
LOSS FROM OPERATIONS                                     (103,313)              (529)           (16,619)          (131,200)
                                                  ---------------    ---------------    ---------------    ---------------

OTHER INCOME (EXPENSE)

Loss on sale of securities                               (311,004)                 -                  -           (311,004)
Gain on legal settlement (Note 2)                         184,767                  -                  -            184,767
Interest income                                             7,068                  -                  -             15,567
Interest expense                                          (78,711)           (67,740)           (56,102)          (211,052)
                                                  ---------------    ---------------    ---------------    ---------------
Total Other Income (Expenses)                            (197,880)           (67,740)           (56,102)          (321,722)
                                                  ---------------    ---------------    ---------------    ---------------
NET LOSS                                                 (301,193)           (68,269)           (72,721)          (452,922)
                                                  ---------------    ---------------    ---------------    ---------------

OTHER COMPREHENSIVE INCOME

  Change in marketable securities                        (162,157)           110,360             51,797                  -
                                                  ---------------    ---------------    ---------------    ---------------
  Total Other Comprehensive Income                       (162,157)           110,360             51,797                  -
                                                  ---------------    ---------------    ---------------    ---------------
COMPREHENSIVE INCOME (LOSS)                       $      (463,350)   $        42,091    $       (20,924)   $      (452,922)
                                                  ===============    ===============    ===============    ===============

BASIC LOSS PER SHARE                              $         (0.10)   $          0.01    $         (0.01)
                                                  ===============    ===============    ===============
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                  2,750,000          3,000,000          3,000,000
                                                  ===============    ===============    ===============
FULLY DILUTED INCOME
 (LOSS) PER SHARE                                 $         (0.10)   $          0.01    $         (0.01)
                                                  ===============    ===============    ===============
FULLY DILUTED WEIGHTED
 AVERAGE NUMBER OF
 SHARES OUTSTANDING                                     2,750,000          3,500,000          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 SUBSIDIARIES

                                                  (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 SUBSIDIARIES
                                                  (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)

Unrealized Gain on Investment              -           -           -            -               -        110,360               -

Net loss for the year ended
   March 31, 2003                          -           -           -            -               -              -         (68,269)
                                   ---------    --------    --------      -------      ----------    -----------    ------------
Balance, March 31, 2003            3,000,000       3,000       4,902            -               -        162,157        (151,729)

Purchase of treasury shares                -           -           -      250,000         (34,375)             -               -

Unrealized Loss on Investment              -           -           -            -               -       (162,157)              -

Net loss for the year ended
   March 31, 2004                          -           -           -            -               -              -        (301,193)
                                   ---------    --------    --------      -------      ----------    -----------    ------------
Balance, March 31, 2004            3,000,000    $  3,000    $  4,902      250,000      $  (34,375)   $         -    $   (452,922)
                                   =========    ========    ========      =======      ==========    ===========    ============



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

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


                                                                                                                        From
                                                                                                                    Inception on
                                                                                For the Years Ended                    June 11,
                                                                                      March 31,                     1992 Through
                                                                  ----------------------------------------------       March 31,
                                                                     2004               2003            2002             2004
                                                                  ------------      ------------    ------------      ------------
<S>                                                               <C>               <C>             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                       $   (301,193)     $    (68,269)   $    (72,721)     $   (452,922)
   Adjustments to reconcile net loss to
     used by operating activities:
       Depreciation & amortization expense                                 165                 -               -               436
       Expenses paid with note payable                                       -                 -               -             1,656
       Loss on sale of securities                                      311,004                 -               -           311,004
       Gain on legal settlement                                       (184,767)                -               -          (184,767)
   Changes in operating assets and liabilities:
       Increase in cash in escrow                                       (5,000)                -               -            (5,000)
       (Increase) decrease in interest receivable                       (7,068)                -           8,499            (7,068)
       Increase in accounts payable                                      5,550                 -               -            15,350
       Increase in current liabilities and accrued interest             78,711            67,740          56,236           212,443
                                                                  ------------      ------------    ------------      ------------
         Net Cash Used by Operating Activities                        (102,598)             (529)         (7,986)         (108,868)
                                                                  ------------      ------------    ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES

     Organization costs                                                      -                 -               -              (271)
     Purchase of fixed assets                                          (14,240)                -               -           (14,240)
     Purchase of securities                                                  -                 -               -          (500,000)
     Sale of securities                                                259,585                 -               -           259,585
     Issuance of note receivable                                      (500,000)                -         (50,000)         (500,000)
                                                                  ------------      ------------    ------------      ------------
       Net Cash Used by Investing Activities                          (254,655)                -         (50,000)         (754,926)
                                                                  ------------      ------------    ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES

     Common stock issued for cash                                            -                 -               -             5,746
     Purchase of treasury shares                                       (34,375)                -               -           (34,375)
     Proceeds from contribution of capital                                   -                 -               -               500
     Proceeds from convertible notes                                   710,000               295          58,220         1,210,295
     Principal payments on convertible notes                          (176,586)                -               -          (176,586)
                                                                  ------------      ------------    ------------      ------------
       Net Cash Provided by Financing Activities                       499,039               295          58,220         1,005,580
                                                                  ------------      ------------    ------------      ------------
NET INCREASE (DECREASE) IN CASH                                        141,786              (234)            234           141,786

CASH AT BEGINNING OF YEAR                                                    -               234               -                 -
                                                                  ------------      ------------    ------------      ------------
CASH AT END OF YEAR                                               $    141,786      $          -    $        234      $    141,786
                                                                  ============      ============    ============      ============



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

                                                               F-8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                                                  (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,
                                                                     2004               2003            2002             2004
                                                                  ------------      ------------    ------------      ------------
<S>                                                               <C>               <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
     Distribution of assets in payment of
       convertible debt                                           $    114,178      $          -    $          -      $    114,178

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 SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of significant accounting policies of Faraday Financial,
         Inc. and Subsidiaries 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.

         During December 2003, the Company incorporated Lynx WiFi, Inc. as a
         wholly-owned subsidiary. In March 2004, the Company incorporated
         Homenet Utah, Inc. and Homenet Marketing Group, Inc. as wholly-owned
         subsidiaries. The subsidiaries have had no operations since inception.

         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 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 SUBSIDIARIES

                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


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, 2004, 2003 and 2002
         was 165, $0 and $0, respectively.

         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 SUBSIDIARIES

                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


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 included 500,000 common stock equivalents at March 31,
         2003, ad has excluded 990,531 and 500,000 common stock equivalents at
         March 31, 2004 and 2002, respectively.
<TABLE>
<CAPTION>
                                                              For the Year Ended
                                                                March 31, 2004
                                     -----------------------------------------------------------------
                                             Loss                   Shares            Per Share
                                         (Numerator)            (Denominator)           Amount
                                     -----------------------------------------------------------------
<S>                                      <C>                       <C>                    <C>
Basic                                    $   (463,350)             2,750,000              (0.17)
Fully Diluted                            $   (463,350)             2,750,000              (0.17)

<CAPTION>
                                                              For the Year Ended
                                                                March 31, 2003
                                     -----------------------------------------------------------------
                                             Loss                   Shares            Per Share
                                         (Numerator)            (Denominator)           Amount
                                     -----------------------------------------------------------------
<S>                                      <C>                       <C>                    <C>
Basic                                    $     42,091              3,000,000               0.01
Fully Diluted                            $     42,091              3,500,000               0.01


<CAPTION>
                                                              For the Year Ended
                                                                March 31, 2002
                                     -----------------------------------------------------------------
                                             Loss                   Shares            Per Share
                                         (Numerator)            (Denominator)           Amount
                                     -----------------------------------------------------------------
<S>                                      <C>                       <C>                    <C>
Basic                                    $    (20,924)             3,000,000              (0.01)
Fully Diluted                            $    (20,924)             3,000,000              (0.01)
</TABLE>

         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 SUBSIDIARIES

                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


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, 2004, 2003 and 2002:
<TABLE>
<CAPTION>
                                                                  2004                2003                2002
                                                             ------------         ------------        ------------
              <S>                                            <C>                  <C>                 <C>
              Deferred tax assets:
                NOL Carryover                                $    243,600         $     22,885        $     22,680

              Deferred tax liabilities:
                Depreciation                                         (730)                   -                   -

              Valuation allowance                                (242,870)             (22,885)            (22,680)
                                                             ------------         ------------        ------------
              Net deferred tax asset                         $          -         $          -        $          -
                                                             ============         ============        ============
</TABLE>

         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, 2004,
         2003 and 2002 due to the following:
<TABLE>
<CAPTION>
                                                                  2004                2003                2002
                                                             ------------         ------------        ------------
              <S>                                            <C>                  <C>                 <C>
              Book income (loss)                             $   (180,705)        $    (16,415)       $     (8,160)
              Accrued Interest                                     34,060               26,420               9,870
              Meals and entertainment                               2,080                    -                   -
              Realized Gain / Loss                                (72,060)             (43,040)            (20,200)
              Other                                                (3,360)                   -                 (40)
              Valuation allowance                                 219,985                  205              18,530
                                                             ------------         ------------        ------------
                                                             $          -         $          -        $          -
                                                             ============         ============        ============
</TABLE>
                                      F-13
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         k. Income Taxes (Continued)

         At March 31, 2004, the Company had net operating loss carryforwards of
         approximately $624,000 that may be offset against future taxable income
         from the year 2004 through 2024. No tax benefit has been reported in
         the March 31, 2004 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 SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


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.

         SFAS No. 147 - In October 2002, the Financial Accounting Standards
         Board (FASB) issued Statement of Financial Accounting Standards (SFAS)
         No. 147, "Acquisitions of Certain Financial Institutions" which is
         effective for acquisitions on or after October 1, 2002. This statement
         provides interpretive guidance on the application of the purchase
         method to acquisitions of financial institutions. Except for
         transactions between two or more mutual enterprises, this Statement
         removes acquisitions of financial institutions from the scope of both
         SFAS 72 and Interpretation 9 and requires that those transactions be
         accounted for in accordance with SFAS No. 141, "Business Combinations"
         and No. 142, "Goodwill and Other Intangible Assets". The adoption of
         SFAS No. 147 did not have a material effect on the financial statements
         of the Company.

         SFAS No. 148 - In December 2002, the FASB issued SFAS No. 148,
         "Accounting for Stock Based Compensation-Transition and Disclosure-an
         amendment of FASB Statement No. 123" which is effective for financial
         statements issued for fiscal years ending after December 15, 2002. This
         Statement amends SFAS 123, Accounting for Stock-Based Compensation, to
         provide alternative methods of transition for a voluntary change to the
         fair value based method of accounting for stock-based employee
         compensation. In addition, this Statement amends the disclosure
         requirements of SFAS 123 to require prominent disclosures in both
         annual and interim financial statements about the method of accounting
         for stock-based compensation and the effect of the method used on
         reported results. The adoption of SFAS No. 148 did not have a material
         effect on the financial statements of the Company.

                                      F-15
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         l. Recent Accounting Pronouncements (Continued)

         SFAS No. 149 - In April 2003, the FASB issued SFAS No. 149, "Amendment
         of Statement 133 on Derivative Instruments and Hedging Activities"
         which is effective for contracts entered into or modified after June
         30, 2003 and for hedging relationships designated after June 30, 2003.
         This statement amends and clarifies financial accounting for derivative
         instruments embedded in other contracts (collectively referred to as
         derivatives) and hedging activities under SFAS 133. The adoption of
         SFAS No. 149 did not have a material effect on the financial statements
         of the Company.

         SFAS No. 150 - In May 2003, the FASB issued SFAS No. 150, "Accounting
         for Certain Financial Instruments with Characteristics of both
         Liabilities and Equity" which is effective for financial instruments
         entered into or modified after May 31, 2003, and is otherwise effective
         at the beginning of the first interim period beginning after June 15,
         2003. This Statement establishes standards for how an issuer classifies
         and measures in its statement of financial position certain financial
         instruments with characteristics of both liabilities and equity. It
         requires that an issuer classify a financial instrument that is within
         its scope as a liability (or an asset in some circumstances) because
         that financial instrument embodies an obligation of the issuer. The
         adoption of SFAS No. 150 did not have a material effect on the
         financial statements of the Company.

         FASB Interpretation No. 45 - "Guarantor's Accounting and Disclosure
         Requirements for Guarantees, Including Indirect Guarantees of
         Indebtedness of Others - an Interpretation of FASB Statements No. 5, 57
         and 107". The initial recognition and initial measurement provisions of
         this Interpretation are to be applied prospectively to guarantees
         issued or modified after December 31, 2002. The disclosure requirements
         in the Interpretation were effective for financial statements of
         interim or annual periods ending after December 15, 2002. The adoption
         of FASB Interpretation No. 45 did not have a material effect on the
         financial statements of the Company.

         FASB Interpretation No. 46 - In January 2003, the FASB issued FASB
         Interpretation No. 46 "Consolidation of Variable Interest Entities."
         FIN 46 provides guidance on the identification of entities for which
         control is achieved through means other than through voting rights,
         variable interest entities, and how to determine when and which
         business enterprises should consolidate variable interest entities.
         This interpretation applies immediately to variable interest entities
         created after January 31, 2003. It applies in the first fiscal year or
         interim period beginning after June 15, 2003, to variable interest
         entities in which an enterprise holds a variable interest that it
         acquired before February 1, 2003. The adoption of FIN 46 did not have a
         material impact on the Company's financial statements.

                                      F-16
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         l. Recent Accounting Pronouncements (Continued)

         During the year ended March 31, 2004, the Company adopted the following
         Emerging Issues Task Force Consensuses which did not have a material
         impact on the Company's financial statements: EITF Issue No. 00-21
         "Revenue Arrangements with Multiple Deliverables", EITF Issue No. 01-8
         " Determining Whether an Arrangement Contains a Lease", EITF Issue No.
         02-3 "Issues Related to Accounting for Contracts Involved in Energy
         Trading and Risk Management Activities", EITF Issue No. 02-9
         "Accounting by a Reseller for Certain Consideration Received from a
         Vendor", EITF Issue No. 02-17, "Recognition of Customer Relationship
         Intangible Assets Acquired in a Business Combination", EITF Issue No.
         02-18 "Accounting for Subsequent Investments in an Investee after
         Suspension of Equity Method Loss Recognition", EITF Issue No. 03-1,
         "The Meaning of Other Than Temporary and its Application to Certain
         Instruments", EITF Issue No. 03-5, "Applicability of AICPA Statement of
         Position 9702, `Software Revenue Recognition' to Non-Software
         Deliverables in an Arrangement Containing More Than Incidental
         Software", EITF Issue No. 03-7, "Accounting for the Settlement of the
         Equity Settled Portion of a Convertible Debt Instrument That Permits or
         Requires the Conversion Spread to be Settled in Stock", EITF Issue No.
         03-10, "Application of EITF Issue No. 02-16 by Resellers to Sales
         Incentives Offered to Consumers by Manufacturers.

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-17
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES

                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


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 $71,791, $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 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.
         NutrCea 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-18
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES

                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


NOTE 2 - NOTES PAYABLE AND CONVERTIBLE DEBENTURES (Continued)

         Notes Payable and Agreement with NutraCea (Continued)

         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. It is the full intention of the Company to distribute the stock
         awards from the settlement on a pro rata basis to each investor.

         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 the
         investors. The Company accounted for the transaction as a reduction to
         the principal amount of the notes.

                                      F-19
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES

                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


NOTE 2 - NOTES PAYABLE AND CONVERTIBLE DEBENTURES (Continued)

         Notes Payable and Agreement with NutraCea (Continued)

         Also during the year ended March 31, 2004 the Company sold 347,743
         shares of the NutraCea common stock and distributed the proceeds to the
         investors. 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 investors 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.

         Notes Payable, Notes Receivable and Agreement with VIB.TV

         The Company plans to enter into an agreement with Video Internet
         Broadcasting Corporation (VIB) whereby all of the VIB equity security
         holders would exchange their VIB securities for common stock of Faraday
         so that VIB becomes a wholly owned subsidiary of Faraday immediately
         following the closing of the share exchange.

         It is proposed that all of the outstanding VIB equity securities will
         be acquired by Faraday in exchange solely for Faraday common voting
         stock. This transaction is intended to qualify as a corporate
         reorganization under Section 368(a)(1)(B) of the Internal Revenue Code
         of 1986, as amended, and related or other applicable sections there
         under.

         At closing, Faraday will issue an aggregate of 4,407,992 shares of
         Faraday's common stock for immediate delivery to the VIB equity
         security holders on the basis of one (1) Faraday share of common stock
         for each outstanding share of VIB capital stock. Unless otherwise
         agreed by Faraday and VIB the transaction shall close only in the event
         VIB is able to acquire all of the outstanding VIB shares of capital
         stock.

         At closing, all of the VIB officers and directors shall resign and the
         nominees of Faraday shall be appointed the officers and directors of
         VIB.

         In connection with the proposed corporate reorganization between
         Faraday and VIB, the parties entered into a loan agreement, pursuant to
         which Faraday has lent VIB a principal amount of $500,000 as of March
         31, 2004. Faraday loaned an additional $250,000 to VIB subsequent to
         year-end for a total principal amount of $750,000.

                                      F-20
<PAGE>


                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


NOTE 2 - NOTES PAYABLE AND CONVERTIBLE DEBENTURES (Continued)

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

         To obtain the financing needed for the loan agreement between Faraday
         and VIB, Faraday entered into loan agreements with several investors.
         During March 2004, the Company issued convertible debentures to finance
         its loan to VIB. The debentures accrue interest at 12% per annum and
         are due six months from the original date of the notes. Principal and
         interest not paid when due shall bear interest at the rate of 18% per
         annum. The notes are convertible at any time at the option of the
         holder into shares of the Company's common stock at the rate of one
         share of common stock for every $1.00 in principal and accrued interest
         that is converted. In addition, the notes have attached common stock
         purchase warrants to acquire 100 shares of common stock at an exercise
         price of $1.50 per share for every one thousand dollars in principal
         lent by the lender.

         In determining whether an instrument includes a beneficial conversion
         option, the Emerging Issues Task Force reached a consensus that the
         effective conversion price based on the proceeds received for or
         allocated to the convertible instrument should be used to compute the
         intrinsic value, if any, of the embedded conversion option. As a result
         of this consensus, an issuer should first allocate the proceeds
         received in a financing transaction that includes a convertible
         instrument to the convertible instrument and any other detachable
         instruments included in the exchange (such as detachable warrants) on a
         relative fair value basis. Then, the Issue 98-5 model should be applied
         to the amount allocated to the convertible instrument, and an effective
         conversion price should be calculated and used to measure the intrinsic
         value, if any, of the embedded conversion option.

         Faraday issued $710,000 of convertible debt with a par amount of
         $710,000 and 71,000 warrants. The convertible debt is convertible at a
         conversion price of $1 per share (holder would receive 1 share of stock
         for each dollar of debt or 710,000 shares of the Company's common
         stock). Using the black-scholes model, the 71,000 warrants have no
         value. The Company has recorded accrued interest of $6,920 associated
         with the convertible debentures.

         The Company has determined that the embedded conversion option within
         the debt instrument is not beneficial (has no intrinsic value) to the
         holder.

                                      F-21
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


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, 2004:

         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.     $ 209,531

         Unsecured convertible notes payable to shareholders of
           the Company due September 2004, convertible at the
           holders option to common stock of the Company at a
           ratio of one share per each dollar of outstanding
           principal and interest. Interest is computed at a
           rate of 12% per annum.                                       710,000
                                                                      ---------

         Total Notes payable, notes payable - related parties and
           Convertible Debentures Payable                             $ 919,531
                                                                      =========

         Interest expense on the above debt amounted to $78,711,
         $67,740, and $56,102 for the years ended March 31, 2004,
         2003 and 2002, 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 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.

         Had compensation cost for the Company's stock options granted to
         directors and employees been based on the fair value as determined by
         the Black-Scholes option pricing model at the grant date under the
         accounting provisions of SFAS No. 123, the Company would have recorded
         an additional expense of $-0- for the year ended March 31, 2004. As the
         value of the warrants is $-0- the Company's net loss would not have
         been changed.

                                      F-22
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2004 and 2003


NOTE 3 - OUTSTANDING STOCK PURCHASE WARRANTS (Continued)

         A summary of the status of the Company's stock warrants as of March 31,
         2004 and changes during the year ended March 31, 2004 is presented
         below:
<TABLE>
<CAPTION>
                                                                       Weighted          Weighted
                                                       Options          Average           Average
                                                         and           Exercise         Grant Value
                                                       Warrants          Price          Fair Value
                                                       --------        --------         -----------
         <S>                                          <C>            <C>               <C>
         Outstanding, March 31, 2003                          -      $        -        $         -
               Granted                                   71,000            1.50                  -
               Expired/Canceled                               -               -                  -
               Exercised                                      -               -                  -
                                                      ---------      ----------        -----------
         Outstanding, March 31, 2004                     71,000      $     1.50        $         -
                                                      =========      ==========        ===========
         Exercisable, March 31, 2004                     71,000      $     1.50        $         -
                                                      =========      ==========        ===========
</TABLE>

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-23