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, 2003

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


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


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

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


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

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

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

         Issuers revenues for its most recent fiscal year: None.

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

         Shares outstanding of the registrant's common stock as of March 31,
2003: 3,000,000.

<PAGE>

FARADAY FINANCIAL, INC.


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                            YEAR ENDED MARCH 31, 2003


                                     PART I

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

                                     PART II

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


                                    PART III

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

                                       2
<PAGE>

         Except as otherwise noted, the information contained in this Form
10-KSB is current only through March 31, 2003.

                           Forward-Looking Statements

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

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

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


                                     PART I

Item 1. Description of Business

Business Development

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

Business of Issuer

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

         Substantial fees are often paid in connection with the completion of
all types of acquisitions, reorganizations or mergers. These fees are usually
divided among promoters or founders, after deduction of legal, accounting and

                                       4
<PAGE>

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.

Lending Activities

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

         Notes Payable and Agreement with NutraCea

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

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

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

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

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

                                       5
<PAGE>

as required by the settlement agreement. In the event that NutraCea failed to
affect a registration statement by June 30, 2002, NutraCea's Chief Executive
Officer, Ms. Patricia McPeak, was to transfer to the Company an additional
735,730 pre-reverse split shares of her common stock and become personally
liable to the Company for the original $500,000 debt amount plus 12% interest
per annum. The lawsuit also seeks to award the Company any attorney's fees and
other costs related to this matter.

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

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

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

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

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

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

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

Government Regulation

         We are subject to regulations applicable to businesses generally.

Employees

         In 2003, the Company had one officer who worked for the Company on a
part-time basis.

                                       6
<PAGE>

Item 2. Description of Properties

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

Item 3. Legal Proceedings

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

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

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



                                     PART II


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

Market Information

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

Holders

         At March 31, 2003, there were approximately 112 holders of record of
the Company's common stock.

Dividends

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

Sales of Equity Securities

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

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

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

                                       7
<PAGE>

Plan of Operation

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

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

Liquidity and Capital Resources

         We used net cash for operating activities of $529 during the year ended
March 31, 2003. As of March 31, 2003, we had $0 in current assets, $643,827 in
current liabilities and a working capital (deficit) of ($643,827). Our current
liabilities include $9,800 in accounts payable, $133,732 in accrued liabilities
and $500,295 in convertible debt owed to Company stockholders that was payable
on demand. The liability on the convertible debt was incurred in connection with
the NutraCea transaction. See "Business--Lending Activities."

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

Critical Accounting Policies

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

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

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

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

                                       8
<PAGE>

Item 7. Financial Statements

         See attached financial statements.

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

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


                                    PART III


Item 9. Directors and Executive Officers of the Registrant

Identify Directors and Executive Officers

         Set forth below is certain information concerning each of the directors
and executive officers of the Company as of March 31, 2003:


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

Frank J. Gillen        32     Director, President, Chief Executive      1999
                              Officer and Chief Financial Officer
--------------

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

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

Identify Significant Employees

         The Company has no other significant employees.

Family Relationships

         None

Involvement in Certain Legal Proceedings

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

                                       9
<PAGE>

Audit Committee

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

         Based solely on our review of forms furnished to us and representations
from reporting persons, we believe that all filing requirements applicable to
our executive officers, directors and more than 10% stockholders were complied
with during the year ended March 31, 2004.

Code of Ethics

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

Item 10. Executive Compensation

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

                                             Annual Compensation                     Awards             Payouts
                                                                             Restricted    Stock                      All Other
    Name and                                               Other Annual        Stock      Options/       LTIP      Compensation
Principal Position         Year(1) Salary($)  Bonus($)    Compensation($)    Awards ($)   SAR(#)(2)   Payouts($)      ($) (3)
------------------         ------- ---------  --------    ---------------    ----------   ---------   ----------   ------------
<S>                          <C>       <C>        <C>            <C>             <C>          <C>         <C>           <C>
Frank J. Gillen              2001      0          0              --              --           --          --            --
Director, CEO, President     2002      0          0              --              --           --          --            --
and CFO                      2003      0          0              --              --           --          --            --
---------------
</TABLE>
(1)      Represents fiscal years ending March 31 of each year.

Compensation of Directors

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

Compensation of Officers

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

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

         The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of March 31, 2003,
for: (i) each person who is known by the Company to beneficially own more than 5
percent of the Company's common stock, (ii) each of the Company's directors,
(iii) each of the Company's Named Executive Officers, and (iv) all directors and
executive officers as a group. As of March 31, 2003, the Company had 3,000,000
shares of common stock outstanding.

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

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

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

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

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

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

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

Changes in Control

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

Securities Authorized for Issuance Under Equity Compensation Plans

         The Company does not have any equity compensation plans.

Item 12. Certain Relationships and Related Transactions.

         As of March 31, 2003, this item is not applicable.

                                       11
<PAGE>

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

Exhibits

         Listed on page 14 hereof.

Reports on Form 8-K

         No reports on Form 8-K were filed by the Company during the fourth
quarter ended March 31, 2003.


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, 2003 was $7,000.

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, 2003 was $0.

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, 2003 was $0.

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, 2003.

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.

                                       12
<PAGE>

                                   SIGNATURES

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

                                           FARADAY FINANCIAL, INC.
                                           (Registrant)



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


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

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

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

                                       13
<PAGE>

                                 CERTIFICATIONS

                           CEO and CFO Certification

         I, Frank Gillen, as Chief Executive Officer and Chief Financial Officer
of the Company, certify that:

         1. I have reviewed this annual report on Form 10-KSB of Faraday
Financial, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

         a.       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b.       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c.       presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

         a.       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b.       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

         6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


Date: October 14, 2004                                    /s/ Frank Gillen
                                                          ----------------------
                                                          Frank Gillen
                                                          President, CEO, CFO

                                       14
<PAGE>

                                  EXHIBIT INDEX

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

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

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

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

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

                                       15
<PAGE>

                                 C O N T E N T S


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

Consolidated Balance Sheets................................................ F-3

Consolidated Statements of Operations and Other Comprehensive Income....... F-4

Consolidated Statements of Stockholders' Equity (Deficit).................. F-5

Consolidated Statements of Cash Flows...................................... F-7

Notes to the Consolidated Financial Statements .............................F-9


                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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 sheet of Faraday
Financial, Inc. and Subsidiaries (a development stage company) as of March 31,
2003 and the related consolidated statements of operations and other
comprehensive income, stockholders' equity (deficit) and cash flows for the
years ended March 31, 2003 and 2002 and from inception on June 11, 1992 through
March 31, 2003. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits. 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 expressed 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 standards of the Public Company
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our 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,
2003 and the results of their operations and their cash flows for the years
ended March 31, 2003 and 2002 and from inception on June 11, 1992 through March
31, 2003 in conformity with accounting principles generally accepted in the
United States of America.

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


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

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                                          (A Development Stage Company)
                                           Consolidated Balance Sheet

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

   Cash in bank                                                                                 $                -
                                                                                                ------------------

     Total Current Assets                                                                                        -
                                                                                                ------------------

OTHER ASSETS

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


                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                                                             $            9,800
   Accrued liabilities (Note 2)                                                                            133,732
   Convertible debt related parties (Note 2)                                                               500,295
                                                                                                ------------------
     Total Current Liabilities                                                                             643,827
                                                                                                ------------------
     Total Liabilities                                                                                     643,827
                                                                                                ------------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.001 par value, 20,000,000 shares
    authorized; 3,000,000 issued and outstanding                                                             3,000
   Capital in excess of par value                                                                            4,902
   Treasury shares at cost                                                                                       -
   Other comprehensive income                                                                              162,157
   Deficit accumulated during the development stage                                                       (151,729)
                                                                                                ------------------
     Total Stockholders' Equity (Deficit)                                                                   18,330
                                                                                                ------------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                                                $          662,157
                                                                                                ==================



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

                                                          F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                                         (A Development Stage Company)
                      Consolidated Statements of Operations and Other Comprehensive Income

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

Depreciation expense                                                               -               -                  -
General and administrative                                                       529          16,619             27,887
                                                                         -----------     -----------        -----------
Total Expenses                                                                   529          16,619             27,887
                                                                         -----------     -----------        -----------
LOSS FROM OPERATIONS                                                            (529)        (16,619)           (27,887)
                                                                         -----------     -----------        -----------
OTHER INCOME (EXPENSE)

Loss on sale of securities                                                         -               -                  -
Gain on legal settlement (Note 2)                                                  -               -                  -
Interest income                                                                    -               -                  -
Interest expense                                                             (67,740)        (56,102)          (123,842)
                                                                         -----------     -----------        -----------
Total Other Income (Expenses)                                                (67,740)        (56,102)          (123,842)
                                                                         -----------     -----------        -----------
NET LOSS                                                                     (68,269)        (72,721)          (151,729)
                                                                         -----------     -----------        -----------
OTHER COMPREHENSIVE INCOME

  Change in marketable securities                                            110,360          51,797            162,157
                                                                         -----------     -----------        -----------
  Total Other Comprehensive Income                                           110,360          51,797            162,157
                                                                         -----------     -----------        -----------
COMPREHENSIVE INCOME (LOSS)                                              $    42,091     $   (20,924)       $    10,428
                                                                         ===========     ===========        ===========

BASIC LOSS PER SHARE                                                     $     (0.02)    $     (0.02)
                                                                         ===========     ===========
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                                     3,000,000       3,000,000
                                                                         ===========     ===========
FULLY DILUTED INCOME
  (LOSS) PER SHARE                                                       $     (0.02)    $     (0.02)
                                                                         ===========     ===========

FULLY DILUTED WEIGHTED
 AVERAGE NUMBER OF
 SHARES OUTSTANDING                                                        3,500,000       3,000,000
                                                                         ===========     ===========



              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 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            -             -             -              -

Cmmon 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-5
</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)
                                      =========      ========    =========      =======       =======      ========      =========




                           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 Cash Flows

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

   Net loss                                                                          $   (68,269)      $   (72,721)    $  (151,729)
   Adjustments to reconcile net loss to used by operating activities:
       Depreciation & amortization expense                                                     -                 -             271
       Expenses paid with note payable                                                         -                 -           1,656
   Changes in operating assets and liabilities:
       (Increase) decrease in interest receivable                                              -             8,499               -
       Increase in accounts payable                                                            -                 -           9,800
       Increase in current liabilities and accrued interest                               67,740            56,236         133,732
                                                                                     -----------       -----------     -----------
         Net Cash Used by Operating Activities                                              (529)           (7,986)         (6,270)
                                                                                     -----------       -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES

     Common stock issued for cash                                                              -                 -           5,746
     Proceeds from shareholders loans                                                          -                 -             500
     Proceeds from convertible notes                                                         295            58,220         500,295
     Principal payments on convertible notes                                                   -                 -               -
                                                                                     -----------       -----------     -----------
       Net Cash Provided by Financing Activities                                             295            58,220         506,541
                                                                                     -----------       -----------     -----------
NET INCREASE (DECREASE) IN CASH                                                             (234)              234               -

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



                       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 (Continued)

                                                                                                                          From
                                                                                                                     Inception on
                                                                                       For the years ended,             June 11,
                                                                                               March 31,              1992 Through
                                                                                     -----------------------------      March 31,
                                                                                        2003              2002            2003
                                                                                     -----------       -----------     -----------
<S>                                                                                  <C>               <C>             <C>
SUPPLEMENTAL SCHEDULE OF CASH FLOW
   ACTIVITIES

NON-CASH INVESTING AND FINANCING ACTIVITIES:

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

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



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

                                                            F-8
</TABLE>
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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-9
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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, 2003 and 2002 was $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-10
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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, and has excluded 500,000 common stock equivalents at March 31,
         2002.

                                                  For the Year Ended
                                                    March 31, 2003
                                  ----------------------------------------------
                                      Loss             Shares         Per Share
                                  (Numerator)      (Denominator)        Amount
                                  -----------      -------------      ---------

             Basic                 $(68,269)         3,000,000          (0.02)
             Fully Diluted         $(68,269)         3,500,000          (0.02)

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

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


         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-11
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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, 2003, and 2002:

                                                      2003               2002
                                                  ----------        -----------
              Deferred tax assets:
                NOL Carryover                     $   22,885        $    22,680

              Deferred tax liabilities:
                Depreciation                               -                  -

              Valuation allowance                    (22,885)           (22,680)
                                                  ----------        -----------
              Net deferred tax asset              $        -        $         -
                                                  ==========        ===========

         The income tax provision differs from the amount of income tax
         determined by applying the U.S. federal income tax rate to pretax
         income from continuing operations for the years ended March 31, 2003
         and 2002 due to the following:

                                                      2003              2002
                                                  ----------        -----------

              Book income (loss)                  $   16,415        $    (8,160)
              Accrued Interest                        26,420              9,870
              Meals and entertainment                      -                  -
              Realized Gain / Loss                   (43,040)           (20,200)
              Other                                        -                (40)
              Valuation allowance                        205             18,530
                                                  ----------        -----------
                                                  $        -        $         -
                                                  ==========        ===========

                                      F-12
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         k. Income Taxes (Continued)

         At March 31, 2003, the Company had net operating loss carryforwards of
         approximately $58,700 that may be offset against future taxable income
         from the year 2004 through 2024. No tax benefit has been reported in
         the March 31, 2003 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-13
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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-14
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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-15
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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-16
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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 $67,740 and $56,102 of interest
         expense related to these notes payable at 12% per annum for the years
         ended March 31, 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 effect 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-17
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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-18
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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 lent an additional $250,000 to VIB subsequent to
         year-end for a total principal amount of $750,000.

                                      F-19
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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-20
<PAGE>

                    FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


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, 2003:

         Unsecured notes payable to shareholders of the Company due on
         demand, payable through the issuance of or proceeds from the
         sale of shares of NutraCea common stock Interest is computed
         at a rate of 12% per annum.                                   $500,295

         Interest expense on the above debt amounted to $67,740, and
         $56,102 for the years ended March 31, 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. As of March 31, 2003 and 2002 there were no stock
         purchase warrants outstanding.


NOTE 4 - GOING CONCERN

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

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

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

                                      F-21
<PAGE>

                   FARADAY FINANCIAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             March 31, 2003 and 2002


NOTE 5 - SUBSEQUENT EVENTS

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

                                      F-22