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# U.S.
SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-KSB

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# [X]  ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For
the year ended December 31, 2004

# [  ] TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-23965

Entrust Financial Services,
Inc.(Exact name of
small business issuer in its charter)

| | Colorado
(State of incorporation) | 84-1374481
(I.R.S. Employer File Number)
| | --------------------------------- | ----------------------------------------

Fifth Floor,
6795 E. Tennessee Ave., Denver, Colorado 80224
(Address of principal executive offices)

(303)
322-6999
(Issuers telephone number, including area code)

Securities Registered Under Section 12(b) of the Exchange Act: None
Securities Registered Under Section 12(g) of the Exchange Act:Common Stock, $.0000001 per share par value

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 past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]  
No [   ]

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

State
issuers revenues for its most recent year were $9,604,830. The aggregate
market value of the voting stock of the Registrant held by non-affiliates as of
December 31, 2004 was approximately $1,959,221. The number of shares outstanding
of the Registrants common stock, as of the latest practicable date,
December 31, 2004, was 2,612,295.

References
in this document to us, we, our, or
the Company refer to Entrust Financial Services, Inc. its
predecessors and its subsidiaries.

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FORM
10-KSBEntrust
Financial Services, Inc.INDEX

|                                                                        | Page
|----------------------------------------------------------------------- | ----
|PART I                                                                  |     
|Item 1. Description of Business                                         |     
|Item 2. Description of Property                                         |     
|Item 3. Legal Proceedings                                               |     
|Item 4. Submission of Matters to a Vote of Security Holders             |     
|PART II                                                                 |     
|Item 5. Market for Common Equity, Related Stockholder Matters and       |     
|Issuer Purchases of Equity Securities                                   |     
|Item 6. Management's Discussion and Analysis of Financial Condition and |     
|Results of Operations                                                   |     
|Item 8. Changes in and Disagreements with Accountants on Accounting and |     
|Financial Disclosures                                                   |     
|Item 8A. Controls and Procedures                                        |     
|Item 8B. Other Information                                              |     
|PART III                                                                |     
|Item 9. Directors, Executive Officers, Promoters and Control Persons;   |     
|Compliance with Section 16(a) of the Exchange Act                       |     
|Item 10. Executive Compensation                                         |     
|Item 11. Security Ownership of Certain Beneficial Owners and Management |     
|Item 12. Certain Relationships and Related Transactions                 |     
|Item 13. Exhibits and Reports on Form 8-K                               |     
|Item 14. Principal Accountant Fees and Services                         |     
|Financial Statements pages                                              |     
|Signatures                                                              |     
|Certifications                                                          |     

2

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PART
I

Item 1.   Description of Business

The
following are definitions of terms used in this Form 10-KSB:

Closed Loan:

A
mortgage loan, which has been funded.

Conforming
Mortgages:

Mortgages,
which meet the Federal National Mortgage Association (FNMA) or
Freddie Mac underwriting guidelines.

Federal
National Mortgage Association (FNMA or Fannie Mae):

A
Congressionally chartered corporation, which buys conforming mortgages, combines
them and sells them in a pool as mortgage-backed securities to investors in the
open market. Monthly principal and interest payments are guaranteed by FNMA but
not by the U.S. Government. This organization is sometimes called Fannie Mae.

Freddie Mac:

Freddie
Mac is a stockholder-owned corporation chartered by Congress in 1970 to create a
continuous flow of funds to mortgage lenders in support of homeownership and
rental housing. Freddie Mac purchases mortgages from lenders, packages them and
pools them into securities that are sold to investors.

Limited
Documentation Loans:

Loans
which do not require verification of certain, defined information on a
borrowers loan application.

Mortgage
Bankers:

Those
who close and fund loans with their own funds or credit facilities.

Mortgage
Brokers:

Those
who originate loans directly with consumers but whose loans are funded by
others.

Non-Conforming
Mortgage:

Mortgages,
which do not conform to FNMA or Freddie Mac underwriting guidelines.

Prime Market:

Those
who buy FNMA or Freddie Mac quality loans.

Secondary
Markets:

Those who buy
closed loans.

Service
Release Premiums:

Fees
paid for selling closed loans with servicing rights attached.

Cautionary  Statement
for Purposes of the Safe Harbor Provisions of the Private  Securities
Litigation Reform Act of 1995.

The
matters discussed in  this report on Form
10-KSB, when not historical matters, are forward-looking statements that
involve a number of risks and uncertainties that could cause actual results to
differ materially from projected results. Factors that may affect such
forward-looking statements include, without limitation: our ability to
successfully develop new products for new markets; the impact of competition on
our revenues, changes in laws or regulatory requirements that may adversely
affect or preclude customers from using our products for certain applications;
delays in the introduction of new products or services; failure by us to keep
pace with emerging technologies and business practices, potential losses from
increasing level of defaulted loans due to adverse national economic conditions,
and potential losses from loan fraud. and other risk factors as described from
time to time in our filings with the Securities and Exchange Commission. Most of
these factors are beyond our ability to control or predict. We disclaim any
intent or obligation to update our forward-looking statements, whether as a
result of receiving new information, the occurrence of future events, or
otherwise.

3

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RISK FACTORS

THE OWNERSHIP
AND INVESTMENT IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. ONLY PERSONS WHO CAN AFFORD
TO LOSE THEIR ENTIRE  INVESTMENT SHOULD PURCHASE OUR COMMON SHARES. PROSPECTIVE INVESTORS
SHOULD CAREFULLY CONSIDER THESE RISKS RELATING TO OUR COMPANY.

OUR
ACCOUNTANTS HAVE EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN. WE HAVE INCURRED SUSTANTIAL OPERATING LOSSES OVER THE PAST SEVERAL
YEARS. AS A RESULT WE HAVE A SUBSTANTIAL ACCUMULATED DEFICIT AND A NEGATIVE
STOCKHOLDERS EQUITY POSITION ON DECEMBER 31, 2004. UNLESS WE CAN IMPROVE OUR
FINANCIAL SITUATION, WE WILL BE UNABLE TO PAY OUR OBLIGATIONS AND MAY NOT
SURVIVE AS AN ENTITY.

For
the fiscal year ended December 31,2004, our accountants have expressed doubts
about our ability to continue as a going concern. We have incurred net losses of
$3.6 million and $216,250 during the years ended December 31, 2003 and 2004,
respectively. At December 31, 2004, we had a negative stockholders equity
of $91,009 and an accumulated retained deficit of $7.7 million, which includes
losses from our prior operations. Our ability to survive as an entity depends
upon our ability to develop profitable operations, of which there can be no
assurance. While we believe we have taken actions to solidify our financial
condition, we cannot give assurances that these actions will be successful and
that we will be able to survive as an entity.

OUR
FUTURE ORGANIZATION, OPERATIONS, VIABILITY, AND POTENTIAL PROFITABILITY CANNOT
BE ASSESSED AT THIS TIME. WE HAVE ENTERED INTO A STOCK PURCHASE AGREEMENT FOR
THE SALE OF ALL OUTSTANDING SHARES OF ENTRUST MORTGAGE, INC., IF THE STOCK
PURCHASE AGREEMENT IS APPROVED BY OUR SHAREHOLDERS, WE WILL HAVE NO OPERATIONS
UPON CLOSING, UNLESS WE CAN DEVELOP AN ALTERNATIVE.

On
March 4, 2005, we entered into a Stock Purchase Agreement (the Stock
Purchase Agreement) by and among us, Entrust Mortgage, Inc and BBSB, LLC
(BBSB) pursuant to which BBSB has agreed to purchase all of the
issued and outstanding shares of Entrust Mortgage in exchange for the
cancellation of any and all of our obligations to BBSB and Entrust Mortgage and
the assumption of certain of our obligations to third-parties (the Entrust
Mortgage Sale). We will receive no profit from the sale.

We
currently conduct all of our operations through Entrust Mortgage. Upon the
closing of the Entrust Mortgage Sale, we will have no ongoing operations. Our
shareholders will not receive any consideration in the Entrust Mortgage Sale. We
are continuing to review our strategic alternatives following the closing of the
Entrust Mortgage Sale, which may include an acquisition of new operations.
However, there can be no guarantee we will acquire new operations or that
Entrust Financial will not be dissolved after the Entrust Mortgage Sale.

The
closing of the Entrust Mortgage Sale is subject to a number of conditions,
including approval of the Entrust Mortgage Sale by the requisite vote of our
shareholders, receipt of all material third party consents and other customary
closing conditions. There is also no guarantee that the Entrust Mortgage Sale
will occur, or if it occurs, that it will occur under the present terms and
conditions of the Stock Purchase Agreement. The Stock Purchase Agreement is a
definitive agreement but may be amended or altered by the parties prior to
closing.

As a
result, our organization, the operations, the viability and the potential
profitability in the future cannot be assessed at this time.

WE
CANNOT GUARANTEE THAT THE ENTRUST MORTGAGE SALE WILL BE APPROVED BY OUR
SHAREHOLDERS. IF THE ENTRUST MORTGAGE SALE IS NOT APPROVED, WE MAY BE FORCED TO
SUSPEND OPERATIONS IN ANY CASE.

4

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The
Entrust Mortgage Sale is subject to the approval by a majority of our
shareholders. We cannot guarantee that we will obtain this approval. However,
since we have been unable to secure sufficient funding to expand our operations
and are unable to repay our loan to BBSB, we may be forced to cease operations
in any case. If we suspend operations without finding a replacement for these
operations in short period of time, we will probably not be viable as an entity
in the future.

WE DO
NOT HAVE A SUSTAINED HISTORY OF PROFITS IN OUR OPERATIONS AND THERE IS NO
GUARANTEE THAT WE EVER WILL BE PROFITABLE AGAIN, PARTICULARLY IF THE ENTRUST
MORTGAGE SALE OCCURS.

We
were formed in 1996 and acquired the operations of a company in 1999. From the
time we began operations we operated at a loss, with the exception of fiscal
year 2001. Since we have no history of profitability over a sustained period of
time, we have limited financial results upon which you may judge our potential.
We have no idea as to whether we will ever be able to become a profitable
operation. We have experienced in the past and may experience in the future
under-capitalization, shortages, setbacks and many of the problems, delays and
expenses encountered by any early stage business, many of which are beyond our
control. These include:

| |  | Lack
of capital for our mortgage banking operations,
|- |  | ----------------------------------------------------

| |  | Substantial delays and expenses related to testing and development of new products,
|- |  | -----------------------------------------------------------------------------------

| |  | Development
and marketing problems encountered in connection with our new and existing  products,
|- |  | -------------------------------------------------------------------------------------------------

| |  | Competition
from larger and more established companies, and
|- |  | -----------------------------------------------------------

| |  | Lack
of market acceptance of our products.
|- |  | ------------------------------------------

BECAUSE
OUR HISTORY IS LIMITED, WE ARE SUBJECT TO INTENSE COMPETITION, AND WE PLAN TO
SELL OUR SOLE OPERATIONS WITHOUT REALIZING ANY PROFIT FROM THE SALE, ANY
INVESTMENT IN US WOULD BE INHERENTY RISKY.

Because
we are a company with a limited history of operations and profitability, our
activity can be expected to be extremely competitive and subject to numerous
risks. The mortgage banking and brokerage business has been highly competitive
with many companies having access to the same market. Substantially all of them
have greater financial resources and longer operating histories than we have and
can be expected to compete within the business in which we engage and intend to
engage. We are selling our sole operations without realizing any profit from the
sale. Therefore, investors should consider an investment in us to be an
extremely risky venture.

WE ARE
AT SIGNIFICANT RISK REGARDING OUR ABILITY TO CONTINUE AS AN ENTITY IN THE
FUTURE.

Our
future as a company will depend primarily upon our ability to successfully find
a new acquisition and to develop and to market our new products and /or
services. At the present time, we have no definitive acquisition candidates to
consider. We cannot guarantee that we will be able to find an acquisition
candidate to replace our current operations. Further, it is possible that any
future operations will not generate income sufficient to meet operating expenses
or will generate income and capital appreciation, if any, at rates lower than
those anticipated or necessary to sustain ourselves. Even if we find an
acquisition candidate, our operations will be affected by many factors, some
known by us, some unknown, and some, which are beyond our control. Any of these
problems, or a combination thereof, could have a materially adverse effect on
our viability as an entity and might cause the investment of our shareholders to
be impaired or lost.

5

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THERE A
SIGNIFICANT RISKS ASSOCIATED WITH NON CONFORMING LOANS

The
market for non-conforming loans involves risks that are not present with
conforming loans. Entrust Mortgage underwrites its loans on delegated authority
from its lenders. Generally loans are underwritten to established criteria. The
lender is bound to purchase loans written according to those criteria. On the
other hand, if a loan is not written to the established criteria, the lender is
not required to purchase the loan. Entrust Mortgage then sells the loan as
non-conforming into an alternative market, usually at a discount. However, these
non-conforming loans provide for limited recourse to Entrust Mortgage.
Therefore, if the borrower defaults on a loan within three months of sale into
the secondary market, Entrust Mortgage must repurchase the loan. For second
mortgages, the repurchase obligation could be as long as twelve months. Entrust
Mortgage is responsible for repurchase if a determination is made that fraud was
involved in the transaction. Generally, Entrust Mortgage sells most of its loans
prior to the due date of the first payment. In the event that a payment becomes
due prior to Entrust Mortgages sale of the loan into the secondary market,
and that payment is not made, the lender to whom to loan was sold would not be
required to buy the loan. Entrust Mortgage would then be required to find an
alternative buyer, usually at a discount. The existence of a significant number
of non-conforming loans with problems could have a significant negative effect
on the operations of Entrust Mortgage and us. There can be no guarantee that we
can continue to build a successful business marketing non-conforming loans.

UNTIL WE SELL
OUR OPERATIONS, WE ARE SUBJECT TO EXTENSIVE REGULATION

Our
operations are subject to extensive regulation, supervision and licensing by
federal, state and local governmental authorities and are subject to various
laws and judicial and administrative decisions imposing requirements and
restrictions on part or all of our operations. Our consumer lending activities
are subject to the Federal Truth-in-Lending Act and Regulation Z (including the
Home Ownership and Equity Protection Act of 1994), the Federal Equal Credit
Opportunity Act, as amended, and Regulation B, the Fair Credit Reporting Act of
1970, as amended, the Federal Real Estate Settlement Procedures Act and
Regulation X, the Home Mortgage Disclosure Act, the Federal Debt Collection
Practices Act and the National Housing Act of 1934, as well as other federal and
state statutes and regulations affecting our activities.

We are
also subject to the rules and regulations of, and examinations by, state
regulatory authorities with respect to originating and processing loans. These
rules and regulations, among other things, impose licensing obligations on us,
establish eligibility criteria for mortgage loans, prohibit discrimination,
govern inspections and appraisals of properties and credit reports on loan
applicants, collection, foreclosure and claims handling, investment and interest
payments on escrow balances and payment features, mandate certain disclosures
and notices to borrowers and, in some cases, fix maximum interest rates, fees
and mortgage loan amounts. Failure to comply with these requirements can lead to
loss of approved status, certain rights of rescission for mortgage loans, class
action lawsuits and administrative enforcement action.

UNTIL
WE SELL OUR OPERATIONS, WE ARE SUBJECT TO INTENSE COMPETITION FROM COMPANIES,
WHICH ARE LARGER AND HAVE GREATER RESOURCES THAN WE DO.

Competition
from larger and more established companies is significant and expected to
increase. There are many sources of mortgages available to potential borrowers
today. These sources include consumer finance companies, mortgage banking
companies, savings banks, commercial banks, credit unions, thrift institutions,
credit card issuers and insurance companies. Many of these alternative sources
are substantially larger and have considerably greater financial, technical and
marketing resources than we do, as well as more experience. Additionally, many
financial services organizations against whom we compete for business have
formed national loan origination networks or have purchased home equity lenders.
We compete for mortgage loan business in several ways, including convenience in
obtaining a loan, customer service, marketing and distribution channels, amount
and term of the loan, loan origination fees and interest rates. If any of these
competitors significantly expand their activities in our market, our business
could be materially adversely affected. Changes in interest rates and general
economic conditions may also affect our business and our competitors. During
periods of rising interest rates, competitors who have locked into lower rates
with potential borrowers may have a competitive advantage. Our ability to
compete effectively may be adversely affected by the ability of these
competitors to devote greater resources to the sale and marketing of their
mortgage products than we can. In addition, one or more of our competitors may
succeed or may already have succeeded in developing technologies that are more
effective than any we currently offer regarding our proprietary mortgage
software. In addition, there can be no guarantee that we will be able to protect
our proprietary software from being copied or infringed upon. Therefore, there
are no assurances that we will ever be able to maintain our profitable position
in the marketplace

6

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UNTIL
WE SELL OUR OPERATIONS, OUR SUCCESS WILL BE DEPENDENT UPON OUR CURRENT
MANAGEMENT.

Until
we sell our operations, our success will be dependent upon the decision making
of our directors and executive officers. These individuals intend to commit as
much time as necessary to our business. The loss of any or all of these
individuals could have a materially adverse impact on our operations.

Our
Chief Executive Officer resigned on February 11, 2005 and his duties and
responsibilities were assigned to our Chief Financial Officer. We cannot
guarantee the results of this change.

OUR
STOCK PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR
ABOVE YOUR INITIAL SALE PRICE.

There
has been, and continues to be, a limited public market for our common stock.
Although our common stock trades on the NASD Bulletin Board, an active trading
market for our shares has not, and may never develop or be sustained. If you
purchase shares of common stock, you may not be able to resell those shares at
or above the initial price you paid. The market price of our common stock may
fluctuate significantly in response to numerous factors, some of which are
beyond our control, including the following:

|o |  | Actual
or anticipated fluctuations in our operating results;
|- |  | ------------------------------------------------------------

|o |  | changes in financial estimates by securities analysts or our failure to perform
in line with such estimates;
|- |  | ------------------------------------------------------------------------------------------------------------

|o |  | changes
in market valuations of other mortgage  brokerage companies, particularly those that sell
products similar to as ours;
|- |  | ------------------------------------------------------------------------------------------------------------------------------

|o |  | announcements
by us or our competitors of significant innovations, acquisitions,  strategic
partnerships, joint ventures or capital commitments;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | introduction of technologies or product enhancements that reduce the need for
our products; and o departures of key personnel.
|- |  | ------------------------------------------------------------------------------------------------------------------------------

|o |  | departures
of key personnel.
|- |  | ----------------------------

Of our
total outstanding 2,612,295 shares as of February 28, 2005, a total of 937,114
or 36%, will be restricted from immediate resale but may be sold into the market
in the near future. The remaining 1,675,181 or approximately 64% is eligible for
resale. This could cause the market price of our common stock to drop
significantly, even if our business is doing well.

As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.

ISSUANCE OF
ADDITIONAL SHARES COULD DEPRESS OUR STOCK PRICE.

As of
February 28, 2005, under various arrangements, which we have, a total of 48,500
shares may be issued upon the exercise of various stock options and warrants.
These shares of our common stock are at various exercise prices. We have
registered these securities under a Form S-3. Any or all of these potential
share issuances may have a negative effect on the share price of our common
stock in the future.

OUR STOCK HAS A
LIMITED PUBLIC TRADING MARKET.

While
our common stock currently trades, our market is limited and sporadic. We cannot
assure that such a market will improve in the future. We cannot assure that an
investor will be able to liquidate his investment without considerable delay, if
at all. If a more active market does develop, the price may be highly volatile.
The factors, which we have discussed in this document, may have a significant
impact on the market price of the common stock. It is also possible that the
relatively low price of our common stock may keep many brokerage firms from
engaging in transactions in our common stock.

THE
OVER-THE-COUNTER MARKET FOR STOCK SUCH AS OURS HAS HAD EXTREME PRICE AND VOLUME
FLUCTUATIONS.

The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.

7

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THE MARKET FOR
OUR COMMON STOCK IS SUBJECT TO RULES RELATING TO LOW-PRICED STOCK

Our
common stock is currently listed for trading in the NASD Over-The-Counter
Bulletin Board Market and is subject to the penny stock rules
adopted pursuant to Section 15 (g) of the Securities Exchange Act of
1934, as amended. In general, the penny stock rules apply to non-NASDAQ or
non-national stock exchange companies whose common stock trades at less than
$5.00 per share or which have tangible net worth of less than $5,000,000
($2,000,000 if the company has been operating for three or more years). Our
tangible net worth was below the minimum requirement as of December 31, 2004.
Such rules require, among other things, that brokers who trade penny
stock to persons other than established customers complete
certain documentation, make suitability inquiries of investors and provide
investors with certain information concerning trading in the security, including
a risk disclosure document, quote information, brokers commission
information and rights and remedies available to investors in penny stocks. Many
brokers have decided not to trade penny stock because of the
requirements of the penny stock rules and, as a result, the number of
broker-dealers willing to act as market makers in such securities is limited.
The penny stock rules, therefore, may have an adverse impact on the
market for our common stock.

WE DO NOT
EXPECT TO PAY DIVIDENDS ON COMMON STOCK

We
have not paid any cash dividends with respect to our common stock, and it is
unlikely that we will pay any dividends on our common stock in the foreseeable
future. Earnings, if any, that we may realize will be retained in the business
for further development and expansion.

8

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General
Development of Business

Entrust
Financial Services, Inc (the Company) was incorporated on November
8, 1996 under the laws of the State of Colorado as Centennial Banc Share Corp.
The Company began operations in 1997 as a mortgage broker.

On
April 30, 1999, the Company acquired Entrust Mortgage, Inc. (Entrust
Mortgage), a private nationwide wholesale mortgage banking company.
Entrust Mortgage, a Colorado corporation, is now a wholly owned subsidiary of
the Company. The acquisition of Entrust Mortgage allowed the Company to expand
its business operations into the wholesale mortgage banking industry.

In
April 2001, the Company changed its name to Entrust Financial Services, Inc.

On December
31, 2002, the Company borrowed Two Million Dollars from BBSB, LLC, an
unaffiliated private Colorado limited liability company. As of December 31,
2003, the Convertible Promissory Note (Note) had interest payable at
12% per annum, payable monthly, in arrears, and a 33% final interest payment
only upon maturity or prepayment of the Note. The Note is secured by all the
assets, (e.g. accounts, contracts, intangible assets, furniture & fixtures)
of Entrust Mortgage, Inc.. In addition, the Company entered into a Pledge
Agreement, whereby all the shares of the common stock of Entrust Mortgage, Inc.
are held by the lender to ensure timely payment and performance of the
obligation. The Note contains financial covenants, which as of the end of 2003
the Company was not in compliance with. In accordance with the Note, the Company
had deposited $500,000 into a restricted cash account as of December 31, 2003.
As of December 31, 2004, the balance in the restricted cash account was $2,805.

As of
April 1, 2004, the Company and the Note Holder agreed to restructure the Note by
amending and restating the Note. In exchange for the restructuring, the Holder
agrees to waive the Companys uncured Events of Default existing under the
Note. In addition, the outstanding Principal Amount will bear interest at a rate
of 12% per annum, payable monthly in arrears. The Principal Amount will be paid
in 20 installments and ending on May 1, 2006 ($50,000 shall be paid on the first
day of each month commencing on April 1, 2004 and ending on September 1, 2004;
and $100,000 shall be paid on the first day of each month commencing on January
1, 2005 and ending on May 1, 2006). The Final Interest Payment had accrued
interest of $822,000 as of the date of the restructure. The Company agreed to
pay the Note Holder $500,000 upon execution of the agreement, $22,000 before
July 1, 2004 and $100,000 on the first day of each month commencing on October
1, 2004 and ending on December 1, 2004. The Note Holder will have the right to
convert the principal amount to common stock at $.50 per share in lieu of
payment of principal amount. The Company has the right to prepay the Note at any
time.

The
Company entered into a $30,000,000 Loan Purchase Agreement dated January 9,
2004, which provided 100% funding of the Companys mortgage loans
originated. This helped the Company increase its wholesale loan production
during the year without having to increase its capital ratios. The Agreement was
unexpectedly terminated as of October 23, 2004 and since that time the Company
has been actively looking for additional capital to maintain its wholesale
production levels or a strategic partner. The Company has not been able to raise
additional capital or secure a strategic partner and is currently operating the
business with a $14 million warehouse line of credit, which has been in place
during 2004. The Company is in default under certain financial covenants under
this warehouse line of credit, including maintaining a minimum tangible net
worth. The Company can only cure this default by raising additional capital or
decreasing the maximum line amount. In addition, the Company has not been able
to acquire a new warehouse line of credit of any amount to replace its current
credit facility.

On
March 4, 2005, the Company entered into a Stock Purchase Agreement (the
Stock Purchase Agreement) by and among the Company, Entrust Mortgage
and BBSB pursuant to which BBSB has agreed to purchase all of the issued and
outstanding shares of Entrust Mortgage in exchange for the cancellation of any
and all obligations of the Company to BBSB and Entrust Mortgage and the
assumption of certain obligations of the Company to third-parties (the
Entrust Mortgage Sale).

The
Company currently conducts all of its operations through Entrust Mortgage, and
upon the closing of the Entrust Mortgage Sale, the Company will have no
operations. The shareholders of the Company will not receive any consideration
in the Entrust Mortgage Sale. The Company is continuing to review its strategic
alternatives following the closing of the Entrust Mortgage Sale.

9

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The
closing of the Entrust Mortgage Sale is subject to a number of conditions,
including approval of the Entrust Mortgage Sale by the requisite vote of the
Companys shareholders, receipt of all material third party consents and
other customary closing conditions. In addition, BBSB may not be required to
close the Entrust Mortgage Sale if it notifies the Company prior to April 3,
2005 that it is not satisfied with the results of its due diligence
investigation of the Company or the contents of the Companys disclosure
schedule to the Stock Purchase Agreement.

No
independent market surveys have ever been conducted to determine demand for the
Companys mortgage loan products and services. However, as explained below
in the Operations section, the mortgage loan origination volume is estimated to
be in excess of $2.0 trillion annually.

The
Company has not been subject to any bankruptcy, receivership or similar
proceeding.

Operations

The
Company, through its wholly owned subsidiary, Entrust Mortgage, Inc. is engaged
in mortgage banking activities in 38 states. The Companys mortgage banking
business is principally focused on wholesale and retail residential mortgage
origination activities. The Company primarily originates non-conforming mortgage
loans, which are loans that do not conform to FNMA, FHLMC, FHA and VA
requirements. The principal deviation from such standards relate to the lower
documentation standards where there is a lower loan-to-value ratio, although
some do not conform because of the size of the mortgage loan. The Companys
underwriting guidelines are based upon the underwriting standards established by
investors to whom such loans are sold. Entrust Mortgage accepts non-conforming
first and second mortgage loan submissions, for which yields are substantially
higher than for conforming mortgage loans. The mortgages are funded using an
approved revolving warehouse line of credit. Presently Entrust Mortgage has a
$14 million revolving warehouse line of credit.

Wholesale
loan origination involves the funding by the Company of loans submitted by
non-affiliated mortgage brokers. The Company has active contractual
relationships with over 600 brokers firms and supports this clientele with
traditional telemarketing and a web-based, proprietary automated underwriting
system that supports the loan application process 24 hours a day, 7 days a week.
These mortgage brokers have executed brokerage agreements with Entrust
permitting them to submit loans for approval without having to go through the
broker approval process necessary to become an Entrust approved mortgage broker.
Entrust Mortgage agreements with these brokers do not prohibit them from doing
business with other lenders. The Company believes that these brokers will use
Entrust Mortgage over our competitors for our niche products and quality of
service. The Company realizes revenue from the sale of such loans to investors
for a price greater than the amount paid to the mortgage broker.

Retail
loan origination involves the direct solicitation of realtors, builders and
prospective borrowers for the origination of mortgage loans. The Company derives
revenues from the loan origination fees and the loan premium fee that is
received from the purchaser of the loan. Generally, the revenue is shared on a
negotiated basis with loan officers and others who procure the loan and assist
in the loan origination process. The financial benefits to the Company of the
retail division is both as a source of loans for the wholesale division and as a
source of loan fees to improve total profits.

Companys
management monitors the revenue streams of the various products and services.
Operations are managed and financial performance is evaluated on a company-wide
basis. Accordingly, the Companys entire mortgage banking operation is
considered by management to be aggregated in one reportable operating segment.

The
United States is one of the largest mortgage markets in the world with total
outstanding mortgages exceeding $9.4 trillion. The mortgage market growth has
been driven by a loan origination volume that is estimated to have been in
excess of $3.0 trillion this past year. The mortgage banking business in the
United States is highly fragmented with over 44,000 mortgage loan originators
operating in the 50 states and its territories. In fact, the ten largest
mortgage originators in the U.S. constitute less than 40% of the total mortgage
loan market and no single mortgage originator holds a market share exceeding 8%.
To capitalize on the opportunities available in the vast and potentially
lucrative mortgage industry, The Company is utilizing its proprietary
state-of-the-art technology and established contracts with 600 mortgage
brokerage firms in 38 states as sources to gain an increasing share of the
mortgage loan market.

Online
mortgage loan applications have grown at a significant rate in recent years, and
independent sources project this segment of the mortgage loan market to reach
$300 billion within the next five years in the U.S. The Company plans to focus
its primary marketing efforts on this online segment of the mortgage loan
market.

10

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Entrust
Mortgage has entered into sellers agreements with certain financial
institutions, which management believes will provide outlets for its mortgage
loan products. Entrust Mortgage offers limited documentation, unsecured personal
lines of credit, no income verification loans with preferential interest rates,
and high loan-to-value mortgages as its primary products. With these niche loan
products, the Company is able to sell its non-conforming mortgages in the
secondary markets at substantially higher prices than other mortgage lenders who
market conforming mortgages.

The
market for non-conforming loans involves risks that are not present with
conforming loans. Entrust Mortgage underwrites its loans on delegated authority
from its lenders. Generally loans are underwritten to established criteria. The
lender is bound to purchase loans written according to those criteria. On the
other hand, if a loan is not written to the established criteria, the lender is
not required to purchase the loan. Entrust Mortgage then sells the loan as
non-conforming into an alternative market, usually at a discount. However, these
non-conforming loans provide for limited recourse to Entrust Mortgage.
Therefore, if the borrower defaults on a loan within three months of sale into
the secondary market, Entrust Mortgage must repurchase the loan. For second
mortgages, the repurchase obligation could be as long as twelve months. Entrust
Mortgage is responsible for repurchase if a determination is made that fraud was
involved in the transaction. Generally, Entrust Mortgage sells most of its loans
prior to the due date of the first payment. In the event that a payment becomes
due prior to Entrust Mortgages sale of the loan into the secondary market,
and that payment is not made, the lender to whom to loan was sold would not be
required to buy the loan. Entrust Mortgage would then be required to find an
alternative buyer, usually at a discount.

A
large segment of profitability in the mortgage loan business comes after the
mortgage is completed and funded for the borrower. Once funded, the mortgages
are sold into secondary markets on an individual loan basis or packaged into
several loans on a bulk sale basis. Loan purchasers either hold the loans to
earn interest from the coupon rate or securitize the loan portfolio to receive
more immediate realization of profit. Entrust locks its loans with secondary
markets prior to closing to avoid the risk in interest rate hedging. The loans
are typically shipped to the investor within 10 days of funding and purchased by
the secondary markets typically within two weeks of shipping. Entrust earns the
interest on the loans until the sale of the loan. In most cases, the interest
income exceeds the interest charged by the warehouse lender during the holding
period.

The
Company has implemented an automated underwriting and a computer based mortgage
loan application process. Generally, the mortgage industry conducts its business
through many manual steps, in a multi-forms, paper based system prone to errors.
The Companys technology system is an electronic system set up to permit
its mortgage broker customers to process an application very quickly. Typically
an application with Entrust Mortgage can be processed in one to three minutes,
thus saving processing time. Currently, the pre-approval and documentation
process for a loan in the mortgage industry requires approximately one to two
days to complete before submission for processing. The more loan programs
offered by the mortgage company, the more complexity there is for completing the
paper based forms, thus substantially increasing the time requirements to
process these paper based applications. With the Companys technology
based system, it has been experiencing closing ratios that are significantly
improved over industry averages. Out of ten initial loan applications, the
Company presently completes approximately four loans.

With
the Companys technology based system, initial data entry processing and
human underwriting time necessary to evaluate a mortgage prospects application
under a manual system is eliminated. Back office data entry is also eliminated.
There is limited human interface in the initial underwriting process and the
Companys loan underwriters time is reserved to review the
authenticity of required documentation. With the Companys technology based
system, management believes that the cost of back office personnel will continue
to decrease, providing margins for employing higher quality personnel using
systems that ensure an efficient document review process. Consequently, the loan
approval process can be significantly enhanced to improve the quality of the
loans.

The
Companys technology based system turns an inexperienced loan officer into
a seemingly experienced loan officer, able to provide definite answers to the
borrowers questions instantaneously, without the customary mistakes. With
every requirement of the loan process scripted, the customer gets accurate
information from the broker who no longer has to constantly call the home office
for answers.

11

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With
the Companys technology based application processing system, a loan
officers time is released to sell rather than study dozens of alternative
loan programs offered by the firm. The Companys system also removes the
insecurity that currently prevails when an inexperienced sales person attempts
to describe complex loan options. Additionally, the current limits on the number
of mortgage loans a producer can manage are dramatically expanded. The
confidence that the lender has for the integrity of the underwriting and loan
process may be enhanced as well.

Automated
mortgage loan underwriting can be found currently in limited pockets of the
industry. For the prime market, which are loans offering standard, government
backed mortgage programs to the creditworthy customer; automated underwriting is
now available on a widespread basis. The prime market, however, represents less
than half of the total mortgage loan business. For the non-conforming loan
market, involving more complexity, including credit issues and the need for
individual loan tailoring, the manual mortgage system prevails throughout the
industry.

The
non-conforming market represents more than half of the total U.S. mortgage
origination business, but provides three to four times the profit margins of the
conforming loan market. It is in the non-conforming loan market where the
Company is seeking to create a new standard and, by this standard, to establish
itself as the new industry leader.

The
Company focuses on niche loan products. The Companys underwriting criteria
consists of loans of up to 100% of the property value with programs ranging from
fully documented loans to loans, which require no income or asset verification.
The Company generally writes loans with borrowers with 620 or higher credit
scores, which is industry standard for this type of product. Loan to value
availability lowers with lesser documentation or lower borrower credit scores.

On
December 31, 2002, the Company borrowed Two Million Dollars from BBSB, LLC, an
unaffiliated private Colorado limited liability company. As of December 31,
2003, the Convertible Promissory Note (Note) had interest payable at
12% per annum, payable monthly, in arrears, and a 33% final interest payment
only upon maturity or prepayment of the Note. The Note is secured by all the
assets, (e.g. accounts, contracts, intangible assets, furniture & fixtures)
of Entrust Mortgage, Inc.. In addition, the Company entered into a Pledge
Agreement, whereby all the shares of the common stock of Entrust Mortgage, Inc.
are held by the lender to ensure timely payment and performance of the
obligation. The Note contains financial covenants, which as of the end of 2003
the Company was not in compliance with. In accordance with the Note, the Company
had deposited $500,000 into a restricted cash account as of December 31, 2003.
As of December 31, 2004, the balance in the restricted cash account was $2,805.

As of
April 1, 2004, the Company and the Note Holder agreed to restructure the Note by
amending and restating the Note. In exchange for the restructuring, the Holder
agreed to waive the Companys uncured Events of Default existing under the
Note. In addition, the outstanding Principal Amount will bear interest at a rate
of 12% per annum, payable monthly in arrears. The Principal Amount will be paid
in 20 installments and ending on May 1, 2006 ($50,000 shall be paid on the first
day of each month commencing on April 1, 2004 and ending on September 1, 2004;
and $100,000 shall be paid on the first day of each month commencing on January
1, 2005 and ending on May 1, 2006). The Final Interest Payment had accrued
interest of $822,000 as of the date of the restructure. The Company agreed to
pay the Note Holder $500,000 upon execution of the agreement, $22,000 before
July 1, 2004 and $100,000 on the first day of each month commencing on October
1, 2004 and ending on December 1, 2004. The Note Holder will have the right to
convert the principal amount to common stock at $.50 per share in lieu of
payment of principal amount. The Company has the right to prepay the Note at any
time.

On
March 4, 2005, the Company entered into a Stock Purchase Agreement (the
Stock Purchase Agreement) by and among the Company, Entrust Mortgage
and BBSB pursuant to which BBSB has agreed to purchase all of the issued and
outstanding shares of Entrust Mortgage in exchange for the cancellation of any
and all obligations of the Company to BBSB and Entrust Mortgage and the
assumption of certain obligations of the Company to third-parties (the
Entrust Mortgage Sale).

The
Company currently conducts all of its operations through Entrust Mortgage, and
upon the closing of the Entrust Mortgage Sale, the Company will have no
operations. The shareholders of the Company will not receive any consideration
in the Entrust Mortgage Sale. The Company is continuing to review its strategic
alternatives following the closing of the Entrust Mortgage Sale.

12

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Markets

Until
the sale of its mortgage company, the Company plans to continue to market
residential mortgages through its network of 600 mortgage brokerage firms in 38
states, using traditional methods. Currently, the Company has a marketing
strategy, which uses regional sales representatives, along with an in-house
sales team to market its mortgage loan products nationwide. While the Company
has an established based of mortgage brokerage firms, it continues to add new
accounts through direct solicitation, fax blast marketing, mass e-mail
marketing, and participation in mortgage industry trade shows.

Raw Materials

The
use of raw materials is not now a material factor in the Companys
operations.

Customers
and Competition

The
mortgage banking business is a highly competitive and fragmented industry with
over 44,000 licensed mortgage loan originators. The United States is one of the
largest mortgage markets in the world with total outstanding mortgages exceeding
$9.4 trillion. The mortgage market is driven by a loan origination volume in
excess of $3 trillion per year and continues to grow as inflation and other
factors increase the average price of a house. The ten largest mortgage
originators in the U.S. constitute less than 40% of the total mortgage
origination market with no single originator holding a market share greater than
8%.

The
Companys operational activities focus primarily on the mortgage loan
origination business, in which there is a great deal of competition. The Company
anticipates that competition will come from a number of sources, many of which
will have greater resources than the Company. All lenders in the United States
are potential competitors. There can be no guarantee that the Company will be
able to compete successfully over the short term or long term.

Employees

Currently,
the Company employs ninety-five full-time people. These employees consist of
four management staff and ninety-one loan origination staff and clerical
support. The Company plans to hire additional employees in the future to
facilitate anticipated growth projections. None of the Companys employees
are subject to a collective bargaining agreement.

Backlog

At
December 31, 2004, the Company had approximately $75 million of mortgage loans
to be processed for which it anticipates approximately a 42% closure rate.

Proprietary
Information

The
Company owns the trade name Mortgage 2000 and owns proprietary
computer software, which it uses as the base of the Companys technology
based system in its operations. The Company has a proprietary database of over
5,000 mortgage brokerage firms as potential customers.

Government
Regulation

The
Company is, and expects to continue to be, subject to material governmental
regulation and approvals customarily incident to the operation of a mortgage
banking business. Applicable Federal and state laws and rules regulate the
Company. It is the Companys policy to fully comply with all governmental
regulations and regulatory authorities.

Research and
Development

During
the fiscal year, the Company did not spend any money on research and
development.

Environmental
Compliance

The
Company is not subject to any material environmental compliance.

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Item 2.  Description of Properties.

The
Companys executive offices are located at 6795 E. Tennessee Ave., Fifth
Floor, Denver, Colorado 80224. These are also the offices of Entrust Mortgage.
The Company rents this office space on a five-year lease at a cost of $14,972.50
per month from an unaffiliated third party. The lease terminates in 2005. The
Company owns office equipment to furnish all of its offices. All of the
management activities of the Company are performed in Colorado.

Item 3.  Legal Proceedings

There
are no legal proceedings of a material nature to which the Company is a party
were pending during the reporting period. The Company knows of no legal
proceedings of a material nature pending or threatened or judgments entered
against any of the Companys directors or officers in his capacity as such.

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

The
Company did not submit any matter to a vote of security holders through
solicitation of proxies or otherwise during the fourth quarter of the year
covered by this report.

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PART
II

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

Principal
Market or Markets

The
common stock of the Company has traded on the NASD Over-the-Counter Bulletin
Board since May 2000. Currently, the common stock of the Company trades under
the symbol ENFN. The following table sets forth the high and low bid quotation
for the Companys common stock for each quarterly period in 2004 and 2003.

|               | Bid Price |           
|-------------- | --------- | ----------
|
|
|First Quarter  |           | $     0.32
|Second Quarter |           | $     0.65
|Third Quarter  |           | $     1.05
|Fourth Quarter |           | $     1.01
|
|First Quarter  |           | $     1.20
|Second Quarter |           | $     1.00
|Third Quarter  |           | $     0.89
|Fourth Quarter |           | $     0.44

Approximate
Number of Holders of Common Stock

As of the
December 31, 2004, the Company had a total of 2,612,295 shares of common stock issued and
outstanding. The number of  holders of record of the Company's common stock at that date
was approximately 250 shareholders.

Dividends

Holders of
common stock are entitled to receive such dividends as may be declared by the Companys
Board of Directors. No dividends  on the common stock were declared or paid by the
Company during the periods reported herein nor does the Company anticipate paying
dividends in the foreseeable future.

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

General

Entrust
Financial Services,  Inc., is a publicly traded  (OTCBB:ENFN)  holding company with a
core focus on wholesale mortgage banking,  through its wholly owned subsidiary,  Entrust
Mortgage Inc. Entrust Mortgage markets consumer financial  products,  including first and
second  mortgages,  and home equity  loans.  Entrust  Mortgage  specializes  in limited
documentation  loans for good  credit  quality  borrowers.  Entrust  Mortgage is licensed
as a mortgage  banker in 38 states and  provides  loan  services to more than 600
contracted  mortgage brokers.

The company was
founded in 1996,  under the laws of  Colorado,  as  Centennial  Banc Share  Corp.,  for
the purpose of  operating  as a  mortgage  broker.  In April 1999 the Company  acquired
Entrust  Mortgage Inc. and expanded its business  into the  wholesale  mortgage  banking
area.

The Company
entered into a $30,000,000 Loan Purchase Agreement dated January 9, 2004, which provided
100% funding of the Companys  mortgage loans originated. This helped the Company
increase its wholesale loan production during the year without having to increase  its
capital ratios. The Agreement was unexpectedly terminated as of October 23, 2004 and
since that time the Company has been  actively looking for additional capital to maintain
its wholesale production levels or a strategic partner.  The Company has not been  able
to raise additional capital or secure a strategic partner and is currently operating the
business with a $14 million warehouse  line of credit, which has been in place during
2004. The Company is in default under certain financial covenants under this warehouse
line of credit, including maintaining a minimum tangible net worth. The Company can only
cure this default by raising additional  capital or decreasing the maximum line amount.
In addition, the Company has not been able to acquire a new warehouse line of credit  of
any amount to replace its current credit facility.

On March 4,
2005, the Company entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") by and among the Company,  Entrust Mortgage and BBSB pursuant to which
BBSB has agreed to purchase all of the issued and outstanding shares of Entrust Mortgage
in exchange for the cancellation of any and all obligations of the Company to BBSB and
Entrust Mortgage and the assumption of certain  obligations of the Company to
third-parties (the "Entrust Mortgage Sale").

The Company
currently conducts all of its operations through Entrust Mortgage, and upon the closing
of the Entrust Mortgage Sale, the  Company will have no operations.  The shareholders of
the Company will not receive any consideration in the Entrust Mortgage Sale.  The Company
is continuing to review its strategic alternatives following the closing of the Entrust
Mortgage Sale.

The  Company
is  registered  under  the  United  States  Securities  and  Exchange  Act  and  its
stock  trades  principally  on  the  Over-the-counter  Bulletin  Board in the United
States  under the symbol  ENFN.  The  Company  maintains  several  WEB sites under the
following names; www.entrustmtg.com www.entrustfs.com www.easyqual.com

Forward-Looking
Statements

The following
discussion contains forward-looking statements regarding the Company, its business,
prospects and results of  operations that are subject to certain risks and uncertainties
posed by many factors and events that could cause the actual business,  prospects and
results of operations to differ materially from those that may be anticipated by such
forward-looking statements.  Factors that may affect such forward-looking statements
include, without limitation: risks with respect to our ability to complete  the Entrust
Mortgage Sale; recent changes in the economy and its effect on our business; uncertainty
of interest in the Company by  potential acquirers, merger partners or other strategic
partners, if any, following completion of the Entrust Mortgage Sale the  ability of the
Company to successfully develop new products for new markets; the impact of competition
on the revenues of the  Company, changes in laws or regulatory requirements that may
adversely affect or preclude customers from using the Company's products  for certain
applications; delays in the introduction of new products or services; failure by the
Company to keep pace with emerging  technologies, potential losses from increasing level
of defaulted loans due to adverse national economic conditions, and potential  losses
from loan fraud.

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When
used in this discussion, words such as believes,
anticipates, expects, intends,
may and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. The
Company undertakes no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect the Companys business.

The  Business

Entrust
Financial Services, Inc. is a holding company with its wholly owned subsidiary
Entrust Mortgage, Inc. engaged in mortgage banking activities in 38 states. The
Companys business is principally focused on wholesale and retail
residential mortgage origination activities. The Company primarily originates
non-conforming mortgage loans, which are loans that do not conform to FNMA,
FHLMC, FHA and VA requirements. The principal deviation from such standards
relate to the lower documentation standards where there is a lower loan-to-value
ratio, although some do not conform because of the size of the mortgage loan.
The Companys underwriting guidelines are based upon the underwriting
standards established by investors to whom such loans are sold.

Wholesale loan
origination involves the funding by the Company of loans submitted by non-affiliated
mortgage brokers. The Company has  active contractual relationships with over 600 brokers
firms and supports this clientele with traditional telemarketing and a  web-based,
proprietary automated underwriting system that supports the loan application process 24
hours a day, 7 days a week. The  Company realizes revenue from the sale of such loans to
investors for a price greater than the amount paid to the mortgage broker.

Retail loan
origination involves the direct solicitation of realtors, builders and prospective
borrowers for the origination of  mortgage loans. The Company derives revenues from the
loan origination fees and the loan premium fee that is received from the  purchaser of
the loan. Generally, the revenue is shared on a negotiated basis with loan officers and
others who procure the loan and  assist in the loan origination process. The financial
benefits to the Company of the retail division is both as a source of loans for  the
wholesale division and as a source of loan fees to improve total profits.

Results of
2004 compared to 2003

The Company
entered into a $30,000,000 Loan Purchase Agreement dated January 9, 2004, which provided
100% funding of the Company's  mortgage loans originated. This helped the Company
increase its wholesale loan production during the year without having to increase  its
capital ratios. The Agreement was unexpectedly terminated as of October 23, 2004 and
since that time the Company has been  actively looking for additional capital to maintain
its wholesale production levels.  The Company has not been able to raise  additional
capital and is currently operating the business with a $14 million warehouse line of
credit, which has been in place  during 2004. The Company is in default under certain
financial covenants under this warehouse line of credit, including maintaining a  minimum
tangible net worth. The Company can only cure this default by raising additional capital
or decreasing the maximum line  amount.  In addition, the Company has not been able to
acquire a new warehouse line of credit of any amount to replace its current  credit
facility.

Loan
origination fees and gain on sale of loans increased from $12.2million for 2003 to $18.3
million in 2004. The increase is  attributable to the wholesale Division increased
funding from $217 million in 2003 to $340 million in 2004. In addition, the  Company's
retail division increased funding to $118 million for 2004 compared to $92.4 million in
2003.  Revenue realized on each loan  sold in 2004 increased compared to loans sold in
the same period of 2003 primarily because of the premium income realized on each  loan.
Direct cost increased from $4.2 million in 2003 to $7.4 million in 2004.  The increase
was attributed to the increase in loan  origination volume and fees paid to brokers.

17

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Interest income
increased from $1.9 million for 2003 to $2.4 million 2004. This increase was attributable
to an increase in overall  loan originations and an increase in the average balance of
loans held for sale. Warehouse line of credit interest expense increased  from $1.4
million in 2003 to $1.8 million in 2004 because of the increased loan volume from period
to period.

Salaries,
commissions and benefits increased from $5.9 million in 2003 to $7.7 million in 2004.
This 30% increase is consistent with  the increase in the numbers of employees and the
continued investment in the expansion of the Company's wholesale organization.

The loan loss
provision decreased to $1.6 million in 2004 from $2.9 million in 2003. The Company's loan
loss reserve can fluctuate  from time to time based on management's most current estimate
of risk exposure, using past experience and the most available economic  circumstances.
During 2003, management increased the loan loss reserve to 1/2% of 1% for wholesale loan
funding and provided an  additional amount based on the loan default experience. The
effect of the change in estimate was a one-time non-cash reduction to the  Company's
earnings of $1.4 million. In addition, during 2003 the Company determined that a $500,000
note receivable was uncollectible  and was written off to the loan loss provision.

Interest
expense related to corporate borrowings decreased from $1 million in 2003 to $460,000 in
2004 because the Company  restructured the convertible promissory note from an effective
annual rate of 45% to 12% in April 2004.

General and
administrative expenses decreased from $1.2 million in 2003 compared to $1.0 million in
2004.

During the
fiscal year ended December 31, 2003, the Company changed its method of accounting for
loan revenue and related direct  costs, to recognize these amounts upon the transfer and
receipt of proceeds from the purchaser of the loans. Previously, the Company  had
recognized the revenue and related costs upon the closing of the loan. The implementation
of the change in revenue recognition  has been accounted for as a change in accounting
principle and applies cumulatively as if the change occurred at April 1, 2003. The
effect of the change was a one-time non-cash reduction to the Corporations Earnings of
$400,656 or approximately $0.16 per share.

The Company
reported a net loss in 2004 of $216,250 (approximately $0.08 per share) compared to a net
loss of $3.6 million  (approximately $1.43 per share) in 2003.

Because the
Company has not been able to acquire a new warehouse line of credit of any amount to
replace its current credit facility,  the Company has had to pursue alternatives. On
March 4, 2005, the Company entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement") by and among the Company, Entrust Mortgage and BBSB pursuant to
which BBSB has agreed to purchase all of the  issued and outstanding shares of Entrust
Mortgage in exchange for the cancellation of any and all obligations of the Company to
BBSB  and Entrust Mortgage and the assumption of certain obligations of the Company to
third-parties (the "Entrust Mortgage Sale").

The Company
currently conducts all of its operations through Entrust Mortgage, and upon the closing
of the Entrust Mortgage Sale, the  Company will have no operations.  The shareholders of
the Company will not receive any consideration in the Entrust Mortgage Sale.  The Company
is continuing to review its strategic alternatives following the closing of the Entrust
Mortgage Sale. One of the  alternatives involves acquiring existing operations of another
company. The Company has developed a process to solicit proposals from  third parties for
potential acquisition candidates. The Company has had discussions with interested
parties.  At the present time,  the Company has no definitive candidates and does not
know if it ever will develop any such candidates. The Company considers this  process to
be in line with its plan to examine its strategic alternatives.

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Results of
2003 compared to 2002

Loan
origination fees and gain on sale of loans increased from $10.6 million for 2002 to $12.2
million in 2003. The increase is  attributable to the wholesale Division increased
funding from $185 million in 2002 to $217 million in 2003. In addition, the  Company's
retail division increased funding to $92.4 million for 2003 compared to $55.7 million in
2002.  The loan volume increased  substantially from period to period because of the
interest rate environment as individuals continue to refinance their mortgage  loans.
Revenue realized on each loan sold in 2003 remained the same compared to loans sold in
the same period of 2002. Direct cost  increased from $3.6 million in 2002 to $4.2 million
in 2003.  The increase was attributed to the increase in loan origination volume.

Interest income
increased from $1.6 million for 2002 to $1.9 million 2003. This increase was attributable
to an increase in overall  loan originations and an increase in the average balance of
loans held for sale. Warehouse line of credit interest expense increased  from $1.2
million in 2002 to $1.4 million in 2003 because of the increase loan volume from period
to period.

Salaries,
commissions and benefits increased from $4.2 million in 2002 to $5.9 million in 2003.
This 40% increase is consistent with  the increase in the numbers of employees and the
continued investment in the expansion of the Company's wholesale organization.

The loan loss
provision increased to $2.9 million in 2003 from $1.0 million in 2002. The Company's loan
loss reserve can fluctuate  from time to time based on management's most current estimate
of risk exposure, using past experience and the most available economic  circumstances.
During 2003, management increased the loan loss reserve to 1/2% of 1% for wholesale loan
funding and provided an  additional amount based on the loan default experience. The
effect of the change in estimate was a one-time non-cash reduction to the  Company's
earnings of $1.4 million. In addition, during 2003 the Company determined that a $500,000
note receivable was uncollectible  and was written off to the loan loss provision.

Interest
expense related to corporate borrowings increased from $47,000 to $1million in 2003 was
the result of the interest paid and  accrued on the $2,000,000 Convertible Promissory
Note.

General and
administrative expenses decreased from $1.7 million in 2002 compared to $1.2 million in
2003. This decrease was primarily  attributable to the Company spending less on third
party services such as consultants.

During the
fiscal year ended December 31, 2003, the Company changed its method of accounting for
loan revenue and related direct  costs, to recognize these amounts upon the transfer and
receipt of proceeds from the purchaser of the loans. Previously, the Company  had
recognized the revenue and related costs upon the closing of the loan. The implementation
of the change in revenue recognition  has been accounted for as a change in accounting
principle and applies cumulatively as if the change occurred at April 1, 2003. The
effect of the change was a one-time non-cash reduction to the Corporations Earnings of
$400,656 or approximately $0.16 per share.

The Company
reported a net loss in 2003 of $3.6 million (approximately $1.43 per share) compared to
net loss of  $345,610(approximately $0.14 per share) in 2002.

Liquidity
and Capital Resources

Loan
origination increased substantially in 2004 compared to 2003. The increase is
attributable to the wholesale Division increased  funding from $217 million in 2003 to
$340 million in 2004. In addition, the Company's retail division increased funding to
$118  million for 2004 compared to $92.4 million in 2003.

During 2004,
net cash used by operating activities was $16.9 million compared to net cash provided by
operating activities of $1.4  million in 2003.  Net cash provided and used in operating
activities is impacted primarily by the origination of and proceeds from  the sale of
mortgage loans held for sale.

Net cash used
in investing activities was approximately $900,000 in 2003 compared to net cash provided
by investing activities of  approximately $360,000 in 2004. During 2003, the Company
deposited $500,000 into a sinking fund in connection with the convertible  promissory
note. In 2004, those funds were released from restricted cash in connection with
restructuring the convertible promissory  note.

19

---

Net cash used
for financing activities in 2003 was $2.0 million and in 2004 net cash provided from
financing activities was $16.6  million. This change resulted largely from the
fluctuation in warehouse lines of credit.

The decrease in
net cash flow from operating, financing, and investing activities was $1.4 million in
2003 compared to a minimal  increase in cash during 2004.

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

None

Item 8a.  
Controls and Procedures

Evaluation
of Disclosure Controls and Procedures

As of the end
of the period covered by this annual report on Form 10-KSB, we evaluated the
effectiveness of the design and operation  of its disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). That
evaluation was performed under the supervision and with the participation of its
management, including its Chief Executive Officer  and its Chief Financial Officer. Based
on that evaluation, our Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting him to material information
relating to Entrust Financial Services required  to be included in its periodic SEC
filings.

Changes in
Internal Control over Financial Reporting

The Company has
made no significant change in its internal control over financial reporting during the
most recent fiscal quarter  covered by this annual report on Form 10-KSB that has
materially affected, or is reasonably likely to materially affect, its internal  control
over financial reporting.

Item 8b.  
Other Information

The Company
currently conducts all of its operations through Entrust Mortgage, and upon the closing
of the Entrust Mortgage Sale, the  Company will have no operations.  The shareholders of
the Company will not receive any consideration in the Entrust Mortgage Sale.  The Company
is continuing to review its strategic alternatives following the closing of the Entrust
Mortgage Sale. One of the  alternatives involves acquiring existing operations of another
company. The Company has developed a process to solicit proposals from  third parties for
potential acquisition candidates. The Company has had discussions with interested
parties.  At the present time,  the Company has no definitive candidates and does not
know if it ever will develop any such candidates. The Company considers this  process to
be in line with its plan to examine its strategic alternatives.

20

---

PART III

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

Directors
and Executive Officers

As of the date
of this Form 10-KSB, the Company's executive officers and directors, their respective
ages, positions and biographical  information are presented below.  The Directors of the
Company will serve in such capacity until the next annual meeting of the  Company's
shareholders and until there successors have been elected and qualified.  The Company's
executive officers are chosen by  its board of directors and serve at its discretion.
There are no existing family relationships, between or among any of the  Company's
officers or directors. There are not any arrangements or understandings between any of
the Company's directors or officers  or any other person pursuant to which any officer or
director was or is to be selected as an officer or director.

|Name               | Age | Position | Since
|------------------ | --- | -------- | -----
|Jeffrey D. Rudolph |     | 43       |      
|                   |     |          |      
|Linda Elliot       |     | 54       |      
|Kate Longenecker   |     | 50       |      
|Steve Johnson      |     | 57       |      
|Krista Sweat       |     | 37       |      

Jeffrey D.
Rudolph

Jeffrey D.
Rudolph joined Entrust Financial Services, Inc. in June 2003 and currently serves as
President, Chief Executive Officer,  Chief Financial Officer and Chief Accounting
Officer. Mr. Rudolph started his career in 1983 with Coopers & Lybrand as a staff
accountant and was promoted to audit manager and was one of the original members of the
Corporate Finance Group in Denver. Mr.  Rudolph joined Intelligent Electronics, a Fortune
500 company, in 1994 as Director of Financial Services. Mr. Rudolph joined
SSDS/Knowledge Workers in 1997 as Chief Financial Officer during a period of financial
distress and in need of discipline and  strategic planning. He participated in the
development the strategic plan, achieved positive cash flow and led the M&A effort in
selling a division of the company. Based upon his performance in that role, he was
promoted to Chief Operating Officer and lead  Knowledge Workers through aggressive
revenue and operational growth while also raising capital. Mr. Rudolph continues to serve
as a  member of the Board of Directors of Knowledge Workers as Chairman of the Audit
Committee and Corporate Secretary & Treasurer of the  Company. Mr. Rudolph earned a B.A.
in Business Administration-Accounting from Wittenberg University and an M.B.A. in
Finance, from  the University of Denver. Mr. Rudolphs license as Certified Public
Accountant, in the State of Colorado, is inactive.

Linda Elliot

Linda
Elliott is a management consultant, specializing in strategy and technology. She
consults to major financial services firms, works in the digital identity
marketplace, and serves on Corporate Advisory Boards. Ms. Elliotts
background includes work in the oil exploration industry and the bankcard
industry, with emphasis on harnessing the power of processing to advance
business strategies. Ms. Elliott held executive positions in Visas IT
organization for 12 years before being promoted to Executive Vice President of
Inovant, Visa Internationals wholly owned processing arm. Ms. Elliott also
served as Executive Vice President of Visa Internationals Year 2000 Global
Program Office. Prior to joining Visa, Ms. Elliott worked for fifteen years in
the oil industry in Houston, Texas. She managed worldwide development and
implementation of geophysical and exploratory software for Western Geophysical,
an international company providing services to the oil industry. Ms. Elliott, a
native of Texas, graduated Phi Beta Kappa and magna cum laude from the
University of Oklahoma with a bachelors degree in mathematics.

21

---

Kate
Longenecker

Kate
Longenecker is the President of Corporate Solutions, Inc., an executive
consulting company she founded in 1996. Corporate Solutions specializes in new
business ventures, organizational strategies/solutions and executive leadership
in the technology and communication industries. Most recently, Ms. Longenecker
was a Principal in the Denver Office of Heidrick & Struggles. She was a
member of the firms International Technology Practice, which included the
Software & Services and Semi-Conductor/Hardware/Systems Specialty Practices.
Ms. Longenecker has also served as the Senior Vice-President HR, MediaOne
Broadband; Global HR Vice President for Apple Computer. Kate is also a Colorado
attorney, having practiced law for a period of time in Vail, Colorado. Kate
earned a Bachelor of Science degree in Political Science and a Juris Doctor from
the University of Wyoming. She holds a Master of Science degree in Industrial
and Labor Relations from the University of Oregon. Ms. Longenecker continues to
maintain a license to practice law in Colorado.

Steve Johnson

Steve Johnson
founded The S.E. Johnson Company (SEJCO), an organization that offers Strategic People
Development Planning(TM) to  organizations. SEJCO is the culmination of nearly 20 years
of experience in working with organizations. Mr. Johnson created the Life  & Career
Center with a view toward servicing individuals with their career and relationship needs.
Mr. Johnson founded The Profile  Group in 1984 with a vision and mission of creating and
developing new technologies through a portfolio of assessments to help  corporate and
individual clients discover their passion, mission and vision.  Mr. Johnson originally
served as an officer for the  Valley National Corporation in Phoenix, Arizona, and led in
the conversion of Valley National Bank to the Personal Banking System.  Mr. Johnson
received his B.S. in Educational Psychology and Special Education, Mankato State
University, Mankato, MN. And his M.A. in  Organizational and Educational Leadership,
Denver Seminary, Denver, CO. Mr. Johnson is also a current professor: Denver Seminary
Graduate School; School of Leadership.

Krista Sweat

Krista
Sweat has over 17 years of extensive experience in all areas of Executive
Secretarial, Real Estate Legal, and Management experience. Ms. Sweat started her
career with the subsidiary of the Woolworth Corporation, Kinney Shoes as the
Executive Assistant to the District Manager of Atlanta, Georgia in their
Regional office. Among her duties was the training of all new secretaries in the
Southeast United States, thus winning her the title of Corporate Secretary of
the Year. Ms. Sweat earned her Real Estate Legal experience with a Closing
Attorney Firm in Atlanta, Georgia. Moving to Denver, Colorado, Ms. Sweat has
been with Entrust since August of 1996 and became the Corporate Secretary of
Entrust Financial Services in July 2003.

Audit
Committee Financial Expert

The
Company does not have an audit committee and as a result its entire board of
directors performs the duties of an audit committee. Accordingly, the Company
does not have an audit committee financial expert serving on an audit committee.

Section
16(a) Beneficial Ownership Reporting Compliance

Section
16(a) of the Securities Exchange Act of 1934 (the 34 Act) requires
the Companys officers and directors and persons owning more than ten
percent of the Common Stock, to file initial reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC).
Additionally, Item 405 of Regulation S-B under the 34 Act requires the Company
to identify in its Form 10-KSB and proxy statement those individuals for whom
one of the above referenced reports was not filed on a timely basis during the
most recent year or prior years. The Company has no disclosures to make
regarding such filings.

22

---

Code of
Ethics

The
Company has not adopted a code of ethics for its principal executive and
financial officers. The Companys board of directors will revisit this
issue in the future to determine if adoption of a code of ethics is appropriate.
In the meantime, the Companys management intends to promote honest and
ethical conduct, full and fair disclosure in its reports to the SEC, and
compliance with applicable governmental laws and regulations.

ITEM 10.   
EXECUTIVE COMPENSATION

The
following table discloses, for the years indicated, the compensation for the
Companys Chief Executive Officer and each executive officer that earned
over $100,000 during the year ended December 31, 2004 (the Named
Executives).

|               |  | Annual Compensation | Long Term Compensation |         |  |        | 
|-------------- |  | ------------------- | ---------------------- | ------- |  | ------ | 
|
|
|Scott J Sax,   |  | 2004                |                        | 404,488 |  | -0-    | 
|Former         |  | 2003                |                        | 355,586 |  | -0-    | 
|President(3)   |  | 2002                |                        | 300,223 |  | -0-    | 
|               |  |                     |                        |         |  |        | 
|Jeffrey D      |  | 2004                |                        | 187,500 |  | 23,306 | 
|Rudolph (4)(5) |  | 2003                |                        | 88,260  |  | -0-    | 

|(1) |  | Mr. Sax received 3,000 shares at $2.50 per share and 3,000 shares at $1.35 per
share under our Equity Stock Option Plan during fiscal year ended December 31,
2002.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Mr. Sax received 3,000 shares at $0.53 per share under our Equity Stock Option
Plan during fiscal year ended December 31, 2003.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Mr. Sax resigned from the Company on February 11, 2005. Mr. Sax entered into a
written employment agreement with Entrust Mortgage, which was
guaranteed by the Company, on July 1, 2002 with an expiration on July 1, 2006.
The Employment Agreement included an annual salary of $200,000 and additional
compensation equivalent to five basis points on all monthly funding on wholesale
and retail loans funded by the Company or its lenders on behalf of the Company.
The Company was released from its obligations to make payments under the
employment agreement on February 11, 2005.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Mr. Rudolph joined the Company on June 16, 2003 as Executive Vice President and
Chief Financial Officer.
|--- |  | --------------------------------------------------------------------------------------------------------

|(5) |  | Mr.
Rudolph assumed the role of President and Chief  Executive Officer on February 11, 2005.
|--- |  | --------------------------------------------------------------------------------------------

DIRECTOR
COMPENSATION

Each
Board member receives $900 per quarter for their service on our Board of
Directors. In July 2004, each Board member received a stock option to purchase
15,000 shares of common stock at $0.80 per share and was granted 8,500 shares of
common stock.

The
Company has hired one of its directors, Mr. Steve Johnson, in a consulting
capacity at $3,000 per month. This arrangement began in May 2003 and is
terminable at will.

23

---

2002 STOCK
COMPENSATION PLAN

The
Company has a current registration statement on Form S-8 for its 2002 Stock
Compensation Plan I. A total of 150,000 shares have been registered under the
plan. The Company has not issued any shares under this plan as of December 31,
2004.

EQUITY
INCENTIVE PLAN

The
Equity Incentive Plan was developed in 2001, and a total of 250,000 shares of
common stock are reserved under this Plan. The Company has issued options to
acquire 150,000 shares under this plan as of December 31, 2004.

|ITEM 11. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|-------- |  | ----------------------------------------------------------------------------------------------

The
following sets forth the number of shares of the Companys $.0000001 par
value common stock beneficially owned by (i) each person who, as of December 31,
2004, was known by us to own beneficially more than five percent (5%) of its
common stock; (ii) the individual Officers and Directors; and (iii) the Officers
and Directors as a group. As of February 28, 2005, there were 2,612,295 common
shares issued.

|Name and Address ofBeneficial Owner | Amount and Nature of BeneficialOwnership (1) (2) | Percent of Class
|----------------------------------- | ------------------------------------------------ | ----------------
|Scott J. Sax                        |                                                  | 639,000         
|6795 E. Tennessee Ave               |                                                 
|Fifth Floor                         |                                                 
|Denver, Colorado 80224              |                                                 
|Linda Elliot                        |                                                  | 8,500           
|6795 E. Tennessee Ave               |                                                 
|Fifth Floor                         |                                                 
|Denver, Colorado 80224              |                                                 
|Kate Longenecker                    |                                                  | 8,500           
|6795 E. Tennessee Ave               |                                                 
|Fifth Floor                         |                                                 
|Denver, Colorado 80224              |                                                 
|Steve Johnson                       |                                                  | 8,500           
|6795 E. Tennessee Ave               |                                                 
|Fifth Floor                         |                                                 
|Denver, Colorado 80224              |                                                 
|Krista Sweat                        |                                                  | 7,500           
|6795 E. Tennessee Ave               |                                                 
|Fifth Floor                         |                                                 
|Denver, Colorado 80224              |                                                 
|Jeffrey D. Rudolph (3)              |                                                  | --              
|6795 E. Tennessee Ave               |                                                 
|Fifth Floor                         |                                                 
|Denver, Colorado 80224              |                                                 
|Officers and Directors as a Group   |                                                  | 672,000         
|(6 Person)                          |                                                 

|(1) |  | All ownership is beneficial and of record, unless indicated otherwise
|--- |  | ---------------------------------------------------------------------

|(2) |  | Beneficial
owner listed above has sole voting and investment power with respect to the
shares shown, unless otherwise indicated
|--- |  | -------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Mr.
Rudolph has been granted stock  options under the Equity Incentive Plan which amount to
55,000 shares at prices  ranging from $0.51 to $0.57.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

24

---

ITEM 12.   
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The
Company has hired one of its directors, Mr. Steve Johnson, in a consulting
capacity at $3,000 per month. This arrangement began in May 2003 and is
terminable at will.

Otherwise,
the Company has not engaged in any transactions in excess of $50,000 during the
past two years, nor does it propose to engage in any such transactions,
involving its executive officers, directors, more than 5% stockholders or
immediate family members of such persons.

ITEM 13.   
EXHIBITS AND REPORTS ON FORM 8-K

(a)  The
following financial information is filed as part of this report:

|(1) |  | Financial
Statements
|--- |  | --------------------

|(2) |  | Schedules
|--- |  | ---------

|(3) |  | Exhibits.
The following exhibits required by Item 601 to be filed herewith are incorporated by
reference to previously filed documents:
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------

|Exhibit No. | Description
|----------- | -----------

|3.1* | Articles
of Incorporation, filed with Form 10SB, March 27, 1999.
|---- | ----------------------------------------------------------------

|3.2* | Bylaws,
filed with Form 10-SB, March 27, 1999.
|---- | ----------------------------------------------

|3.3* | Articles
of Amendment to change name to easy Qual.com, Inc., filed with Form 10-KSB,  March 29,
2001
|---- | ----------------------------------------------------------------------------------------------------

|3.4* | Articles
of Amendment to change name to Entrust Financial Services, Inc. , filed with  Form
10-KSB, March 29, 2001.
|---- | -------------------------------------------------------------------------------------------------------------------

|4.1* | Equity
Incentive Plan, filed with definitive proxy, July 17, 2001.
|---- | ------------------------------------------------------------------

|4.2* | 2002
Stock Compensation Plan I , filed with Form S-8, February 14, 2002.
|---- | ------------------------------------------------------------------------

|4.3* | Form
of Bayview Debenture, filed with Form 10-KSB, March 12, 2002. as Exhibit 10C
|---- | ---------------------------------------------------------------------------------

|4.4* | Form of Bayview Warrant, filed with Form S-3, May 15, 2002.
|---- | -----------------------------------------------------------

|4.4a* | Bayview
Warrant.
|----- | ----------------

|4.5* | Form of Hite Warrant , filed with Form S-3, May 15, 2002.
|---- | ---------------------------------------------------------

|4.5a* | Hite
Warrant.
|----- | -------------

|4.6* | Form of Catalyst Warrant, filed with Form S-3, May 15, 2002.
|---- | ------------------------------------------------------------

|4.6a* | Catalyst
Warrant.
|----- | -----------------

|4.7* | Form of Barrett Warrant, filed with Form S-3, May 15, 2002.
|---- | -----------------------------------------------------------

|4.7a* | Barrett
Warrant.
|----- | ----------------

|4.8* | Form of King Debenture, filed with Form S-3, May 15, 2002.
|---- | ----------------------------------------------------------

25

---

|10.53* | Consultant
Agreement with Catalyst Group, LLC, filed with Form S-3, May 15, 2002.
|------ | ---------------------------------------------------------------------------------

|10.64* | Consultant
Agreement with William Barrett , filed with Form S-3, May 15, 2002.
|------ | ------------------------------------------------------------------------------

|10.5* | Consultant Agreement with David  A.Hite, filed with Form 10-KSB, March 12, 2002.
|----- | --------------------------------------------------------------------------------

|10.6* | Convertible Promissory Note, filed with Form 8-K, January 14, 2003.
|----- | -------------------------------------------------------------------

|10.7* | Pledge Agreement, filed with Form 8-K, January 14, 2003.
|----- | --------------------------------------------------------

|10.8* | Guaranty Agreement, filed with Form 8-K, January 14, 2003.
|----- | ----------------------------------------------------------

|10.9* | Registration Rights Agreement, filed with Form 8-K, January 14, 2003.
|----- | ---------------------------------------------------------------------

|10.10* | Escrow
Agreement, filed with Form 8-K, January 14, 2003.
|------ | --------------------------------------------------------

|10.11* | Security Agreement, filed with Form 8-K, January 14, 2003.
|------ | ----------------------------------------------------------

|10.12* | Employment
Agreement of Scott Sax.
|------ | ----------------------------------

|10.13* | Stock
Purchase Agreement, filed with Form 8-K, March 4, 2005
|------ | ------------------------------------------------------------

|31.1 | Certification
of CEO pursuant to Sec. 302
|---- | -----------------------------------------

|31.2 | Certification
of CFO pursuant to Sec. 302
|---- | -----------------------------------------

|32.1 | Certification
of CEO pursuant to Sec. 906
|---- | -----------------------------------------

|32.2 | Certification
of CFO pursuant to Sec. 906
|---- | -----------------------------------------

*Previously
filed

(b) Reports on
Form 8-K. The Company filed one report, dated October 4, 2004, on Form 8-K
during the fourth quarter of the fiscal year ended December 31, 2004.

ITEM 14:   
PRINCIPAL ACCOUNTANT FEES AND SERVICES

The
Companys independent auditor, Richey May & Co., LLP, Certified Public
Accountants, billed an aggregate of $4,391for the year ended December 31, 2003
and $24,850 for the year ended December 31, 2004 for professional services
rendered for the audit of the Companys annual financial statements and
review of the financial statements included in its quarterly reports. In
addition, Richey May & Co. billed an aggregate of $49,606 for the year
ending December 31, 2004 for professional services rendered for tax compliance
and filings.

The
Company does not have an audit committee and as a result its entire board of
directors performs the duties of an audit committee. The Companys board of
directors evaluates the scope and cost of the engagement of an auditor before
the auditor renders audit and non-audit services.

26

---

ENTRUST
FINANCIAL SERVICES, INC.

FINANCIAL
STATEMENTS

FOR THE
YEARS ENDEDDECEMBER 31, 2004 AND 2003

TABLE OF
CONTENTS

|                                                           | Page
|---------------------------------------------------------- | ----
|FINANCIAL STATEMENTS-                                      |     
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    |     
|CONSOLIDATED BALANCE SHEETS                                |     
|CONSOLIDATED STATEMENTS OF OPERATIONS                      |     
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY |     
|CONSOLIDATED STATEMENTS OF CASH FLOWS                      |     
|NOTES TO FINANCIAL STATEMENTS                              |     

27

---

REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of
Directors and StockholdersEntrust Financial Services, Inc.Denver, Colorado

We
have audited the consolidated balance sheets of Entrust Financial Services, Inc.
as of December 31, 2004 and 2003, and the related consolidated statements of
operations, changes in stockholders equity, and cash flows for the years
then ended. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

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

As
discussed in Note B, the Company changed its method of accounting for loan
revenue and related direct costs during 2003.

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note A to the financial
statements, the Companys significant operating losses and
stockholders deficit raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Richey May
& Co., LLPEnglewood, Colorado
March 4, 2005

F-1

---

ENTRUST
FINANCIAL SERVICES, INC.CONSOLIDATED BALANCE SHEETSDECEMBER 31,

ASSETS

|                                             | 2004 | 2003         
|-------------------------------------------- | ---- | -------------
|CURRENT ASSETS                               |      |              
|Cash and cash equivalents                    |      | $   1,101,155
|Cash, restricted                             |      | 2,805        
|Accounts receivable                          |      | 54,796       
|Mortgage loans held for sale                 |      | 42,618,137   
|Prepaid expenses and other current assets    |      | 76,995       
|                                             |      |              
|Total current assets                         |      | 43,853,888   
|                                             |      |              
|PROPERTY AND EQUIPMENT                       |     
|Furniture and equipment                      |      | 216,237      
|Computer hardware and software               |      | 436,972      
|                                             |      |              
|Total property and equipment                 |      | 653,209      
|Less accumulated depreciation                |      | (244,102     
|                                             |      |              
|Property and equipment, net                  |      | 409,107      
|                                             |      |              
|OTHER ASSETS                                 |     
|Intangibles, net of accumulated amortization |     
|of $520,117 and $420,000, respectively       |      | 1,279,883    
|Deposits and other assets                    |      | 279,559      
|                                             |      |              
|Total other assets                           |      | 1,559,442    
|                                             |      |              
|TOTAL ASSETS                                 |      | $ 45,822,437 
|                                             |      |              
|                                             |      |              

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

F-2

---

LIABILITIES
AND STOCKHOLDERS EQUITY

|                                                          | 2004 | 2003        
|--------------------------------------------------------- | ---- | ------------
|CURRENT LIABILITIES                                       |      |             
|Warehouse lines of credit                                 |      | $ 41,662,386
|Accounts payable                                          |      | 120,242     
|Accrued other expenses                                    |      | 876,139     
|Loan indemnification reserve, current portion             |      | 530,804     
|Convertible promissory note, current portion              |      | 1,200,000   
|Capital lease obligations, current portion                |      | 70,622      
|                                                          |      |             
|Total current liabilities                                 |      | 44,460,193  
|Loan indemnification reserve, less current portion        |      | 889,335     
|Convertible promissory note, less current portion         |      | 500,000     
|Capital lease obligations, less current portion           |      | 63,918      
|                                                          |      |             
|Total liabilities                                         |      | 45,913,446  
|                                                          |      |             
|COMMITMENTS AND CONTINGENCIES (Note I)                    |     
|STOCKHOLDERS EQUITY                                      |     
|Common stock, $.0000001 par value, 50,000,000 shares      |     
|authorized, 2,612,295 issued and outstanding for 2004 and |      | 1           
|2,576,795 issued and outstanding for 2003                 |     
|Paid-in capital                                           |      | 7,605,555   
|Retained earnings (deficit)                               |      | (7,696,565  
|                                                          |      |             
|Total stockholders equity (deficit)                      |      | (91,009     
|                                                          |      |             
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                |      | $ 45,822,437
|                                                          |      |             
|                                                          |      |             

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

F-3

---

ENTRUST
FINANCIAL SERVICES, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED
DECEMBER 31,

|                                                              | 2004 | 2003           
|------------------------------------------------------------- | ---- | ---------------
|REVENUE                                                       |      |                
|Loan origination fees and gain on sale of loans, net of       |     
|direct costs of $7,441,533 and $4,163,725, respectively       |      | $ 10,938,600   
|Interest income                                               |      | 2,389,643      
|Interest expense, warehouse and other debt                    |      | (1,830,181     
|                                                              |      |                
|Total revenue                                                 |      | 11,498,062     
|                                                              |      |                
|EXPENSES                                                      |     
|Salaries, commissions, and benefits                           |      | 7,689,321      
|Occupancy, equipment and communication                        |      | 735,200        
|General and administrative                                    |      | 1,000,067      
|Provision for loan losses                                     |      | 1,605,633      
|Interest expense, convertible promissory note                 |      | 460,405        
|Depreciation expense                                          |      | 123,569        
|Amortization expense                                          |      | 100,117        
|                                                              |      |                
|Total expenses                                                |      | 11,714,312     
|                                                              |      |                
|LOSS BEFORE INCOME TAXES AND                                  |     
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE                        |      | (216,250       
|PROVISION FOR INCOME TAXES                                    |      | --             
|                                                              |      |                
|LOSS BEFORE CUMULATIVE EFFECT                                 |     
|OF ACCOUNTING CHANGE                                          |      | (216,250       
|CUMULATIVE EFFECT ON PRIOR YEARS                              |     
|OF ACCOUNTING CHANGE, NET OF TAX                              |      | --             
|                                                              |      |                
|NET LOSS                                                      |      | $    (216,250  
|                                                              |      |                
|                                                              |      |                
|Basic earnings per common share before cumulative effect      |     
|of accounting change                                          |      | $         (0.08
|Per share cumulative effect of change in accounting principle |      | (0.00          
|Basic earnings per share                                      |      | $         (0.08
|                                                              |      |                
|                                                              |      |                
|Diluted earnings per share                                    |      | $         (0.08
|                                                              |      |                
|                                                              |      |                
|Basic weighted average shares outstanding                     |      | 2,594,545      
|                                                              |      |                
|                                                              |      |                
|Diluted weighted average shares outstanding                   |      | 2,643,045      
|                                                              |      |                
|                                                              |      |                

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

F-4

---

ENTRUST
FINANCIAL SERVICES, INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

|                           | Common Stock | Paid-in   | Deferred | RetainedEarnings | Total      StockholdersEquity |           
|-------------------------- | ------------ | --------- | -------- | ---------------- | ------------------------------ | ----------
|
|Balance, December 31, 2002 |              | 2,520,385 |          | $1               |                                | $7,550,504
|Stock issued for services  |              | 56,410    |          | -                |                                | 33,151    
|Warrant expired            |              | --        |          | -                |                                | --        
|Net loss                   |              | --        |          | -                |                                | --        
|                           |              |           |          |                  |                                |           
|Balance, December 31, 2003 |              | 2,576,795 |          | 1                |                                | 7,583,655 
|Stock issued for services  |              | 35,500    |          | -                |                                | 21,900    
|Net loss                   |              | --        |          | -                |                                | --        
|                           |              |           |          |                  |                                |           
|Balance, December 31, 2004 |              | 2,612,295 |          | $1               |                                | $7,605,555
|                           |              |           |          |                  |                                |           
|                           |              |           |          |                  |                                |           

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

F-5

---

ENTRUST
FINANCIAL SERVICES, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED
DECEMBER 31,

|                                                       | 2004 | 2003             
|------------------------------------------------------ | ---- | -----------------
|CASH FLOWS FROM OPERATING ACTIVITIES                   |      |                  
|Net income (loss)                                      |      | $    (216,250    
|Non-cash items-                                        |     
|Depreciation and amortization                          |      | 223,686          
|Provision for loan losses                              |      | 298,073          
|Other                                                  |      | 21,888           
|(Increase) decrease in-                                |     
|Accounts receivable                                    |      | 39,977           
|Mortgage loans held for sale                           |      | (17,111,613      
|Prepaid expenses and other assets                      |      | 174,245          
|Increase (decrease) in-                                |     
|Accounts payable                                       |      | 14,972           
|Accrued other expenses                                 |      | (370,952         
|                                                       |      |                  
|Net cash provided (used) by operating activities       |      | (16,925,974      
|                                                       |      |                  
|CASH FLOWS FROM INVESTING ACTIVITIES                   |     
|Purchase of property and equipment                     |      | (133,841         
|Decrease (Increase) in restricted cash                 |      | 497,245          
|                                                       |      |                  
|Net cash provided (used) by investing activities       |      | 363,404          
|                                                       |      |                  
|CASH FLOWS FROM FINANCING ACTIVITIES                   |     
|Net borrowings (repayments), warehouse lines of credit |      | 16,992,091       
|Repayment of debt                                      |      | (300,000         
|Borrowings, capital lease obligations                  |      | --               
|Repayments, capital lease obligations                  |      | (71,108          
|                                                       |      |                  
|Net cash provided (used) by financing activities       |      | 16,620,983       
|                                                       |      |                  
|INCREASE (DECREASE) IN CASH                            |     
|AND CASH EQUIVALENTS                                   |      | 58,413           
|CASH AND CASH EQUIVALENTS,                             |     
|BEGINNING OF YEAR                                      |      | 1,042,742        
|                                                       |      |                  
|CASH AND CASH EQUIVALENTS, END OF YEAR                 |      | $   1,101,155    
|                                                       |      |                  
|                                                       |      |                  
|SUPPLEMENTAL INFORMATION                               |     
|Cash Paid For Income Taxes                             |      | $            None
|                                                       |      |                  
|                                                       |      |                  
|Cash Paid For Interest                                 |      | $   2,290,586    
|                                                       |      |                  
|                                                       |      |                  

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

F-6

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

A.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Organization
and Going Concern

| | Entrust
Financial  Services,  Inc. (the Company) was incorporated on November 8,
1996, under the laws of the State of Colorado as  Centennial Banc Share  Corporation.
The name of the Company was changed to Entrust Financial  Services,  Inc. as of April 6,
2001.  The Company was formed for the purpose of developing and maintaining the business
associated with mortgage banking.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Entrust
Mortgage,  Inc. was  incorporated in Colorado in 1999 and is a wholly owned  subsidiary
of the Company.  Entrust  Mortgage  engages primarily in the origination and wholesale
purchase of non-conforming  residential  mortgage loans in thirty-eight  states.  The
Company's headquarters is located in Denver, Colorado.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company has experienced an operating loss of $216,250 for the year ended
December 31, 2004 and has stockholder deficit of $91,009 for the same period.
The Company is in default under its current warehouse line of credit and needs
to raise additional capital to correct the default. These matters raise
substantial doubt about the Companys ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stockholders
Equity

| | The
authorized capital stock of the corporation is 50,000,000 shares of common stock
at $.0000001 and 1,000,000 shares of preferred stock at $.0000001 par value. No
preferred stock has been issued.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Principles
of Consolidation

| | The
accompanying financial statements include the accounts of the Company and its
wholly owned subsidiary, Entrust Mortgage, Inc. All intercompany balances and
transactions have been eliminated.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Use
of Estimates

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

Mortgage
Loans Held for Sale and Revenue Recognition

| | Mortgage
loans held for sale are carried at the lower of cost or market determined on an
aggregate loan basis. Market value for mortgage loans covered by investor
commitments is based on commitment prices. Market value for uncommitted loans is
based on current delivery prices.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-7

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

A.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

Mortgage
Loans Held for Sale and Revenue Recognition (Continued)

| | Loan
origination fees, net of direct costs, are deferred and recognized over the term
of the loan or at the time the loan is sold. Gains or losses from the sale of
mortgages are recognized based upon the difference between the selling price and
carrying value of the related loans upon sale. Interest income is accrued to
income based on the principal amount outstanding.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Loans
are considered sold when the Company surrenders control over the financial
assets. Control is considered to have been surrendered when the transferred
assets have been isolated from the Company, beyond the reach of the Company and
its creditors; the purchaser obtains the right (free of conditions that
constrain it from taking advantage of that right) to pledge or exchange the
transferred assets; and the Company does not maintain effective control over the
transferred assets through an agreement that both entitles and obligates the
Company to repurchase or redeem the transferred assets before their maturity.
The Company typically considers the above criteria to have been met upon
acceptance and receipt of sales proceeds from the purchaser.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Property
and Equipment

| | Computer
hardware and software is depreciated and amortized using the straight-line
method over five years. Furniture and equipment is depreciated using the
straight-line method over seven years.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Loan
Indemnification Reserve

| | Loans
sold to investors by the Company and which met investor and agency underwriting
guidelines at the time of sale may be subject to repurchase in the event of
specific default by the borrower or subsequent discovery that underwriting
standards were not met. The Company may, upon mutual agreement, indemnify the
investor against future losses on such loans. The Company has established a
reserve for losses related to these representations and warranties. In assessing
the adequacy of the reserve, management evaluates various factors including
actual write-offs during the period, historical loss experience, known
delinquent and other problem loans, and economic trends and conditions in the
industry. The Company writes off amounts when they are deemed uncollectible by
management.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of December 31, 2004, the Company has outstanding indemnification agreements
with investors totaling $686,026, requiring current aggregate monthly payments
of $56,316 and expiring May 2005 through July 2006. These liabilities are
included as part of the loan indemnification reserve.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Intangible
Assets

| | Intangible
assets are amortized on a straight-line basis over their estimated useful lives.
The Company, in accordance with SFAS No. 142, Goodwill and Other
Intangible Assets, evaluates the remaining useful lives of the assets each
reporting period to determine whether events and circumstances warrant a
revision to the remaining period of amortization. In addition, the Company
evaluates impairment in accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets when circumstances indicate
the carrying amount of the assets may not be recoverable based upon the
undiscounted future cash flows of the asset.  If the carrying amount is determined
not to be recoverable, a write-down to fair value is recorded.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

A.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income
Taxes

| | The
Company files consolidated income tax returns with its subsidiary Entrust
Mortgage and tax is computed and allocated to the Companies on a separate return
basis. Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the basis of certain assets and
liabilities for financial and tax reporting. The deferred taxes represent the
future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred tax assets are limited to amounts considered to be realizable in future
periods.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Advertising

| | Marketing
costs are expensed as incurred and amounted to $197,974 and $172,976 for the
years ended December 31, 2004 and 2003, respectively.
| | --------------------------------------------------------------------------------------------------------------------------------------------

Cash
and Cash Equivalents

| | For
cash flow purposes, the Company considers cash and temporary investments with
original maturities of three months or less, to be cash and cash equivalents.
The Company typically maintains cash in financial institutions in excess of FDIC
limits. The Company evaluates the creditworthiness of these financial
institutions in determining the risk associated with these cash balances.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Reclassifications

| | Certain
reclassifications have been made to prior year balances to conform to the  current year
financial statement presentation.
| | ---------------------------------------------------------------------------------------------------------------------------------

Stock
Options

| | The
Company accounts for stock options under the recognition and measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. However, we do disclose the
pro-forma effect on net income and earnings per share as if the Company had
applied the fair value recognition provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee
compensation in footnote L.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Earnings
Per Share of Common Stock

| | Basic
earnings per share is determined using net income divided by the weighted
average shares outstanding during the period. Diluted earnings per share is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. The effect of
outstanding stock options was antidilutive in 2004 and 2003.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

A. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently
Issued Accounting Pronouncements

| | In
December 2004, the FASB issued FASB Statement No. 123 (Revised),
Share-Based Payment. SFAS No. 123R requires public
entities to measure the cost of stock-based compensation based on the grant date
fair value of the award, and is effective for interim periods beginning after
June 15, 2005. The financial statement impact of adopting SFAS 123R is not
expected to differ materially from historical proforma disclosures. Management
is evaluating the transition alternatives, all of which require compensation
expense to be included in net income in 2005, and valuation methodologies
allowed under the new standard.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
December 2003, the SEC issued Staff Accounting Bulletin 104, Revenue
Recognition (SAB 104), which revises or rescinds portions of
related interpretive guidance in order to be consistent with current
authoritative accounting and auditing guidance and SEC rules and regulations.
The adoption of SAB 104 as of January 1, 2004 did not have a material financial
statement impact on the Company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
March 2004, the SEC issued Staff Accounting Bulletin 105, Application of
Accounting Principles to Loan Commitments (SAB 105). SAB 105
requires that certain mortgage loan commitments issued after March 31, 2004 are
accounted for as derivatives until the loan is made or they expire unexercised.
The adoption of SAB 105 did not have a material financial statement impact.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.  ACCOUNTING
CHANGE

| | During
2003, management changed its method of accounting for loan revenue and related
direct costs, to recognize these amounts upon the transfer and receipt of
proceeds from the purchaser of the loans. Previously the Company had recognized
the revenue and related costs upon closing of the loan. Had this accounting
change been applied retroactively, revenue and net income for 2003 would have
been reduced by $42,440.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

C.  MORTGAGE
LOANS HELD FOR SALE

The
following summarizes mortgage loans held for sale at December 31,:

|                                   | 2004 | 2003       
|---------------------------------- | ---- | -----------
|Mortgage loans held for sale       |      | $42,098,351
|Deferred direct costs, net of fees |      | 519,786    
|                                   |      |            
|                                   |      | $42,618,137
|                                   |      |            
|                                   |      |            

F-10

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

D.   INTANGIBLE
ASSETS

| | Intangible
assets represent the excess of acquisition costs over the fair value of the net
assets of acquired businesses which have been allocated to identifiable
intangible assets as follows at December 31, 2004:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Description       | EstimatedLife | AcquistionCost | AccumulatedAmortization | Net CarryingValue
|----------------- | ------------- | -------------- | ----------------------- | -----------------
|Client contracts  |               | 15 Years       |                         | $1,200,000       
|Technology rights |               | 10 Years       |                         | 200,000          
|State licenses    |               | 15 Years       |                         | 400,000          
|                  |               |                |                         |                  
|                  |               |                |                         | $1,800,000       
|                  |               |                |                         |                  
|                  |               |                |                         |                  

| | Effective
October 1, 2004 the estimated life of the client contracts and state licenses
were changed from 20 years and 40 years, respectively, to 15 years to reflect
the current economic life of these intangibles. Amortization expense will amount
to $147,250 for each of the next five years.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

E.  WAREHOUSE
LINES OF CREDIT AND LOAN PURCHASE AGREEMENT

| | The
Company has a $14,000,000 warehouse line of credit agreement dated September 7,
2004, expiring September 30, 2005, which provides financing for the
Companys origination of mortgage loans. The line of credit bears interest
at LIBOR plus 2.50% to 3.75% depending on the underlying collateral. Purchase
proceeds are withdrawn from the Companys bank account as funding proceeds
from investors are deposited. The underlying mortgages and related documents and
instruments collateralize the line of credit. At December 31, 2004, the
outstanding principal balance of the warehouse line of credit amounted to
$24,329,286.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
agreement contains certain financial covenants, including  maintenance of minimum
tangible net worth and equity base, maximum debt to  tangible net worth and equity base
ratios, minimum current ratio, and  limitations on transactions with affiliates and
stockholder distributions, as  defined in the agreement. As of December 31, 2004 the
Company was in default  under certain financial covenants. The Company is currently
having discussions  with the lender to resolve all outstanding issues.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company entered into a  $30,000,000 Loan Purchase Agreement dated January 9, 2004,
expiring on December  31, 2004, which provides 100% funding of the Companys
mortgage loans  originated. Entrust receives a fee for providing interim servicing
functions  until the ultimate sale of such loans to the ultimate investor and a service
release premium paid by the ultimate investor. The Company has not recorded  these loans
as Mortgages Loans Held for Sale because these loans are being  assigned and transferred
at the time of closing. The Loan Purchase Agreement was  terminated as of October 23,
2004. At December 31, 2004, the mortgage loans  originated and held by the lender for
sale to the ultimate investors is  $2,541,600.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-11

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

E.  WAREHOUSE
LINES OF CREDIT AND LOAN PURCHASE AGREEMENT (Continued)

| | The
Company entered into a financing arrangement with a third party to sweep loans
off the warehouse line of credit at their face value. They had first right of
refusal to purchase loans that they financed by paying the floor of a best
efforts lock price. If they decided they did not want the loans or could not
meet the other investors best efforts price, the Company would sell off the loan
under the best efforts lock and pay them a financing fee. At December 31, 2004,
the amount outstanding under this financing arrangement is $17,333,100.
Subsequent to yearend the Company discontinued this financing arrangement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F.  CONVERTIBLE
PROMISSORY NOTE

| | As
of December 31, 2003, the Convertible Promissory Note (Note) had
interest payable monthly in arrears at 12% per annum, and additional interest at
33% per annum payable upon maturity or prepayment of the Note. The Note is
secured by all the assets (e.g. accounts, contracts, intangible assets,
furniture & fixtures) of Entrust Mortgage, Inc. In addition, the Company
entered into a Pledge Agreement, whereby all the shares of the common stock of
Entrust Mortgage, Inc. are held by the lender to ensure timely payment and
performance of the obligation. The Note contains financial covenants, which as
of the end of 2003 the Company was not in compliance with. In accordance with
the Note, the Company had deposited $500,000 into a restricted cash account as
of December 31, 2003. As of December 31, 2004, the balance in the restricted
cash account was $2,805.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of April 1, 2004, the Company and the Note Holder agreed to amend and restate
the Note. In exchange for the restructuring, the Holder agreed to waive the
Companys uncured Events of Default existing under the Note. Effective with
the amendment, the outstanding principal balance will bear interest at 12% per
annum, payable monthly in arrears. The principal balance is payable in 20
installments ending on May 1, 2006 ($50,000 is payable on the first day of each
month commencing on April 1, 2004 and ending on September 1, 2004; and $100,000
is payable on the first day of each month commencing on January 1, 2005 and
ending on May 1, 2006). The promissory note had accrued interest of $822,000 as
of the date of the restructure. The Company agreed to pay $500,000 of the
interest upon execution of the agreement, $22,000 before July 1, 2004 and
$100,000 on the first day of each month commencing on October 1, 2004 and ending
on December 1, 2004. The Note Holder has the right to convert the principal
amount to common stock at $.50 per share in lieu of payment of principal amount.
The Company has the right to prepay the Note at any time.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

G.  CAPITAL
LEASE OBLIGATIONS

| | The
Company leases equipment with a capitalized cost of $235,416 and a book value of
$135,365 under capital leases expiring through November 2006. The lease
agreements call for aggregate monthly payments of $7,331.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-12

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

G.  CAPITAL
LEASE OBLIGATIONS (Continued)

| | Following
is a schedule of the future minimum lease payments together with the present
value of the net minimum lease payments as of December 31, 2004:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

|Year Ending December 31,          | Amount
|--------------------------------- | ------
|2005                              |       
|2006                              |       
|                                  |       
|Total minimum lease payments      |       
|Less amount representing interest |       
|                                  |       
|Total obligation                  |       
|Less current portion              |       
|                                  |       
|Long-term portion                 |       
|                                  |       
|                                  |       

H.  INCOME
TAXES

The
components of income tax expense (benefit) are as follows for the year ended
December 31:

|                                           | 2004 | 2003    
|------------------------------------------ | ---- | --------
|Current federal and state income taxes     |      | $None   
|Deferred income tax (benefit)              |      | (41,700)
|Increase (decrease) in valuation allowance |      | 41,700  
|                                           |      |         
|                                           |      | $None   
|                                           |      |         
|                                           |      |         

| | The
tax effects of significant temporary differences which give rise to the
Companys deferred tax assets and liabilities are as follows at December
31:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

|                                   | 2004 | 2003           
|---------------------------------- | ---- | ---------------
|Deferred tax assets (liabilities)- |      |                
|Net operating losses               |      | $ 1,668,600    
|Reserve for losses                 |      | 529,700        
|Fixed assets                       |      | (47,700        
|                                   |      |                
|                                   |      | 2,150,600      
|Valuation allowance                |      | (2,150,600     
|                                   |      |                
|Net deferred tax asset (liability) |      | $          None
|                                   |      |                
|                                   |      |                

| | The
Company has net operating losses of approximately $4,473,000 available to offset
future consolidated federal and state taxable income. Based upon the
Companys current operating losses and the uncertainty as to future taxable
income and the realization of the deferred tax asset, a full valuation allowance
has been provided for the Companys net deferred tax asset as of December
31, 2004.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-13

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

I.  COMMITMENTS
AND CONTINGENCIES

Leases

| | The
Company leases its office under a non-cancelable operating lease expiring
December 2005. The Company also leases office equipment under short-term leases.
Total rent expense charged to operations under all operating leases amounted to
$288,421 and $281,037 for the years ended December 31, 2004 and 2003,
respectively. Future minimum rental payments under the office lease is as
follows at December 31, 2004:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Year Ended December 31, | Amount
|----------------------- | ------
|2005                    |       
|                        |       
|                        |       

Commitments
to Originate Loans

| | The
Company regularly enters into commitments to originate loans at a future date
subject to compliance with stated conditions. These commitments have off-balance
sheet risk to the extent the Company does not have matching commitments to sell
the loans, which expose the Company to market risk if interest rates change. The
Company is also exposed to credit loss if the loan is originated and the
mortgagor does not perform. The collateral upon extension of credit typically
consists of a deed of trust in the mortgagors residential property.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Separation
Agreements

| | On
July 5, 2002, the Companys Chairman of the Board resigned. Beginning in
July 2002 and continuing for a period of forty-eight months through July 2006,
he shall be entitled to an amount equivalent to 15 basis points on the first
$12,500,000 in monthly funding and 5 basis points on the remaining monthly
funding on wholesale and retail loans funded by the Company or the
Companys lenders on behalf of the Company. The Company and/or Entrust
Mortgage shall make payments on the 15th day of each month thereafter for
forty-eight consecutive months. For the period ending December 31, 2004 and
2003, the Company paid $354,488 and $305,586, respectively, under the terms of
this agreement.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
July 23, 2002 the Companys Chairman of the Advisory Board resigned. The
settlement agreement outlined options for a total of 70,000 shares of common
stock issued quarterly. As of December 31, 2004, all shares have been issued and
the obligation paid in full.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Regulatory
Net Worth Requirement

| | In
accordance with the regulatory requirements of the Department of Housing and
Urban Development (HUD) governing non-supervised, direct endorsement mortgagees,
Entrust Mortgage, Inc. is required to maintain a net worth (as defined by HUD)
of $250,000. At December 31, 2004, Entrust Mortgage, Inc. exceeded the
regulatory net worth requirement by $17,260.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

J.  EMPLOYEE
BENEFIT PLANS

| | The
Company has a 401(k) plan covering substantially all employees. The Plan covers
eligible employees of the Company who have completed three months of service.
Employees may contribute amounts subject to certain IRS and plan limitations.
The Company made no contributions for the years ended December 31, 2004 and
2003.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-14

---

ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

K.  FAIR
VALUE OF FINANCIAL INSTRUMENTS

| | Due
to their short-term nature, the carrying value of cash, short-term receivables,
short-term payables, and warehouse line of credit approximate their fair value
at December 31, 2004 and 2003. The fair value of loans held for sale is
estimated based upon secondary market prices and approximated their carrying
values at December 31, 2004 and 2003.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

L.  STOCK
OPTIONS AND WARRANTS

| | In
2001, the Company adopted the Equity Incentive Plan, whereby 250,000 shares of the
Companys common stock (after the one-for-ten reverse split) were reserved for
options that could be granted pursuant to the terms of the plan. Under the terms of the
plan, the option price could not be less than 100% of the fair market value of the
Companys common stock on the date of grant, and if the optionee owned more than 10%
of the voting stock, the option price per share could not be less than 110% of the fair
market value.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    | Shares Subject toOutstanding Options | Weighted AverageExercise Price perShare
|------------------- | ------------------------------------ | ---------------------------------------
|December 31, 2002   |                                      | 90,000                                 
|Granted             |                                      | 55,000                                 
|Exercised/Cancelled |                                      | (40,000                                
|                    |                                      |                                        
|December 31, 2003   |                                      | 105,000                                
|Granted             |                                      | 45,000                                 
|Exercised/Cancelled |                                      | --                                     
|                    |                                      |                                        
|December 31, 2004   |                                      | 150,000                                
|                    |                                      |                                        
|                    |                                      |                                        

|      | Options Outstanding | OptionsExercisable | 
|----- | ------------------- | ------------------ | 
|
|$0.51 |                     | 15,000             | 
|$0.60 |                     | 40,000             | 
|$0.80 |                     | 45,000             | 
|$2.00 |                     | 50,000             | 

| | The
Company had issued warrants to purchase common stock to certain consultants of
the Company. These warrants have terms ranging from two years to three years. At
December 31, 2003, warrants to purchase 530,000 shares of the Companys
common stock at a weighted average exercise price of $1.08 per share were
outstanding. At December 31, 2003 warrants for 430,000 shares are exercisable
and the balance maybe exercisable according to a specific schedule. At December
31, 2004 all warrants had expired without being exercised.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-15

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ENTRUST
FINANCIAL SERVICES, INC.NOTES TO FINANCIAL STATEMENTS

L.  STOCK
OPTIONS AND WARRANTS (Continued)

| | Pro
forma information regarding net income and earnings per share has been
determined as if the Company accounted for the options under the fair value
method of FAS 123. For purposes of pro forma disclosures, the estimated fair
value of the options granted is amortized over the vesting period of the
options. The pro forma information is as follows for the years ended December
31:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                           | 2004 | 2003      
|------------------------------------------ | ---- | ----------
|Net Loss                                   |      | $(216,250 
|Pro forma stock-based compensation expense |      | 16,114    
|                                           |      |           
|Pro forma net loss                         |      | $(232,364 
|                                           |      |           
|                                           |      |           
|Basic earnings per share:                  |     
|As reported                                |      | $    (0.08
|                                           |      |           
|                                           |      |           
|Pro forma                                  |      | $    (0.09
|                                           |      |           
|                                           |      |           

| | The
fair value of each option grant is estimated using the Black-Scholes Option
pricing model. The assumptions used by year, and the calculated weighted average
fair value of options granted, are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               | 2004 | 2003
|------------------------------ | ---- | ----
|Expected Yield                 |      | 1   
|Risk-free interest rate        |      | 1   
|Expected life in years         |      | 3   
|Expected volatility            |      | 1   
|Weighted average fair value of |     
|options granted                |      | $0  

M.  SUBSEQUENT
EVENT

| | On
March 4, 2005, the Company entered into a Stock Purchase Agreement (the
Stock Purchase Agreement) by and among the Company, Entrust
Mortgage, Inc and BBSB, LLC (BBSB) pursuant to which BBSB has agreed
to purchase all of the issued and outstanding shares of Entrust Mortgage in
exchange for the cancellation of any and all obligations of the Company to BBSB
and Entrust Mortgage and the assumption of certain obligations of the Company to
third-parties (the Entrust Mortgage Sale).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company currently conducts all  of its operations through Entrust Mortgage, and upon the
closing of the Entrust MortgageSale, the Company will have no operations. The shareholders of the
Company will  not receive any consideration in the Entrust Mortgage Sale. The Company is continuing
to  review its strategic alternatives following the closing of the Entrust Mortgage Sale.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
closing of the Entrust Mortgage Sale is subject to a number of conditions, including
approval of the Entrust Mortgage Sale by the requisite vote of the Companys
shareholders, receipt of all material third party consents and other customary
closing conditions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-16

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SIGNATURES

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

| | Entrust
Financial Services, Inc.
| | --------------------------------

|Date: March
25, 2005 |  | By:/s/  Jeffrey D. Rudolph
      Jeffrey D. Rudolph,
      Chief Executive & Financial Officer
|-------------------- |  | ----------------------------------------------------------------------------------------------

Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by  the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

|Date: March
25, 2005 |  | By:/s/  Linda Elliot
      Linda Elliot, Director
|-------------------- |  | -------------------------------------------------

|Date: March
25, 2005 |  | By:/s/  Kate Longenecker
      Kate Longenecker, Director
|-------------------- |  | ---------------------------------------------------------

|Date: March
25, 2005 |  | By:/s/  Steve Johnson
      Steve Johnson, Director
|-------------------- |  | ---------------------------------------------------

28

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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549

FORM
10-KSB

EXHIBITS
TO
Entrust
Financial Services, Inc.

INDEX
TO EXHIBITS

|Exhibit No. | Description
|----------- | -----------

|3.1* | Articles
of Incorporation, filed with Form 10SB, March 27, 1999.
|---- | ----------------------------------------------------------------

|3.2* | Bylaws,
filed with Form 10-SB, March 27, 1999.
|---- | ----------------------------------------------

|3.3* | Articles
of Amendment to change name to easy Qual.com, Inc., filed with Form 10-KSB,  March 29,
2001
|---- | ----------------------------------------------------------------------------------------------------

|3.4* | Articles
of Amendment to change name to Entrust Financial Services, Inc. , filed with  Form
10-KSB, March 29, 2001.
|---- | -------------------------------------------------------------------------------------------------------------------

|4.1* | Equity
Incentive Plan, filed with definitive proxy, July 17, 2001.
|---- | ------------------------------------------------------------------

|4.2* | 2002
Stock Compensation Plan I , filed with Form S-8, February 14, 2002.
|---- | ------------------------------------------------------------------------

|4.3* | Form
of Bayview Debenture, filed with Form 10-KSB, March 12, 2002. as Exhibit 10C
|---- | ---------------------------------------------------------------------------------

|4.4* | Form of Bayview Warrant, filed with Form S-3, May 15, 2002.
|---- | -----------------------------------------------------------

|4.4a* | Bayview
Warrant.
|----- | ----------------

|4.5* | Form of Hite Warrant , filed with Form S-3, May 15, 2002.
|---- | ---------------------------------------------------------

|4.5a* | Hite
Warrant.
|----- | -------------

|4.6* | Form of Catalyst Warrant, filed with Form S-3, May 15, 2002.
|---- | ------------------------------------------------------------

|4.6a* | Catalyst
Warrant.
|----- | -----------------

|4.7* | Form of Barrett Warrant, filed with Form S-3, May 15, 2002.
|---- | -----------------------------------------------------------

|4.7a* | Barrett
Warrant.
|----- | ----------------

|4.8* | Form of King Debenture, filed with Form S-3, May 15, 2002.
|---- | ----------------------------------------------------------

|10.53* | Consultant
Agreement with Catalyst Group, LLC, filed with Form S-3, May 15, 2002.
|------ | ---------------------------------------------------------------------------------

29

---

|10.64* | Consultant
Agreement with William Barrett , filed with Form S-3, May 15, 2002.
|------ | ------------------------------------------------------------------------------

|10.5* | Consultant Agreement with David  A.Hite, filed with Form 10-KSB, March 12, 2002.
|----- | --------------------------------------------------------------------------------

|10.6* | Convertible Promissory Note, filed with Form 8-K, January 14, 2003.
|----- | -------------------------------------------------------------------

|10.7* | Pledge Agreement, filed with Form 8-K, January 14, 2003.
|----- | --------------------------------------------------------

|10.8* | Guaranty Agreement, filed with Form 8-K, January 14, 2003.
|----- | ----------------------------------------------------------

|10.9* | Registration Rights Agreement, filed with Form 8-K, January 14, 2003.
|----- | ---------------------------------------------------------------------

|10.10* | Escrow
Agreement, filed with Form 8-K, January 14, 2003.
|------ | --------------------------------------------------------

|10.11* | Security Agreement, filed with Form 8-K, January 14, 2003.
|------ | ----------------------------------------------------------

|10.12* | Employment
Agreement of Scott Sax.
|------ | ----------------------------------

|10.13* | Stock
Purchase Agreement, filed with Form 8-K, March 4, 2005
|------ | ------------------------------------------------------------

|31.1 | Certification
of CEO pursuant to Sec. 302
|---- | -----------------------------------------

|31.2 | Certification
of CFO pursuant to Sec. 302
|---- | -----------------------------------------

|32.1 | Certification
of CEO pursuant to Sec. 906
|---- | -----------------------------------------

|32.2 | Certification
of CFO pursuant to Sec. 906
|---- | -----------------------------------------

*Previously
filed

30

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