# SECURITIES AND EXCHANGE COMMISSION

# Washington,
D.C. 20549

# FORM 10-KSB/A
AMENDMENT NO. 5

Annual
Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Fiscal Year Ended: December 31, 2001
Commission File No. 0-23965

Entrust Financial Services, Inc.formerly known as easyQual.com, Inc.
(Exact Name of Small Business Issuer as spcified in its charter)

Colorado   
              
              
              
         
        
        84-1374481
              
              
        
              
    (State or other jurisdiction    
              
        
         
   (IRS Employer File Number)
              
              
              
             of incorporation)

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

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

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

Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB. [X]

State
issuers revenues for its most recent year were $10,238,000. The aggregate
market value of the voting stock of the Registrant held by non-affiliates as of
December 31, 2001 was approximately $1,350.000. The number of shares outstanding
of the Registrants common stock, as of the latest practicable date,
February 28, 2002, was 2,283,227, after giving effect to a one-for-ten reverse
split of the Companys common shares, which became effective on February 4,
2002.

---

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

PART I

## Item 1.
Description of Business.

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

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.

---

(a)
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.. The Company completed a
private placement in February, 1998, which increased the working capital
permitting it to expand its mortgage brokerage business operations.

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
January and February of 2000, the Company completed a private placement of a
convertible debenture for the purpose of increasing working capital to expand
its mortgage banking operations. Also, in January 2000, the Company initiated a
three-for-one forward split of its common shares, which was approved by the
Board of Directors and became effective on March 14, 2000. In March 2000, the
Company sold common stock, in a private placement to accredited investors. In
June, 2000, the Company changed its name to easyQual.com, Inc. On April 6, 2001,
the Company changed its name to Entrust Financial Services, Inc.. In April 2001,
the Company completed a private placement of a convertible debentures to further
fund the expansion of the mortgage banking business. The proceeds from this
convertible debenture provided the necessary capital to fund the expansion of
the mortgage banking operations so that the Company achieved profitability for
the first time.

On
January 29, 2002, the Companys shareholders approved a one-for-ten reverse
split of the common shares, which became effective on February 4, 2002. This
reverse split of the common stock of the Company is part of the Company's
restructuring plan to achieve a sufficient price per share for the common stock
so that the Company will qualify to have its shares become listed on either a
National Securities Exchange or NASDAQ.

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

---

(b)
Description of the Business

General

From
the Companys inception until April 30, 1999 when Entrust Mortgage was
acquired, the Company acted as a mortgage brokering business. Since the
acquisition of Entrust Mortgage, the core business of the Company has been
focused on wholesale mortgage banking through Entrust Mortgage. Entrust Mortgage
is a nationwide wholesale mortgage banking company, with regional offices in
Colorado, Georgia, Nevada, and California. Entrust Mortgage incorporates
traditional marketing with a web-based, proprietary automated underwriting
system that allows its mortgage broker clientele to process loan applications 24
hours a day, 7 days a week. Entrust Mortgage also facilitates limited
documentation loans for good credit quality borrowers.

In
2001, the Company became profitable in its consolidated operations, and
management believes that the profitability of the Company can continue through
the year ended December 31, 2002.

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 industry is estimated to be in
excess of $1.5 trillion annually.

Organization

The
Company operates through its principal subsidiary, Entrust Mortgage, Inc., which
is in the wholesale mortgage banking business. The Company has three Colorado
subsidiary corporations: (i) Entrust Mortgage, Inc. (Entrust), (ii)
Entrust Homes, Inc. (Homes), and (iii) A.I. Dynamics, Inc.
(A.I.). Homes and A.I. are essentially dormant at this
time.

The
Companys goals are to build a highly efficient and profitable mortgage
banking business which operates nationwide and uses state-of-the-art technology
in its underwriting and activities to achieve a competitive advantage in the
mortgage industry.

Entrust
Mortgage, Inc.

Entrust
Mortgage is a traditional wholesale mortgage banking operation, with regional
offices in Colorado, Georgia, Nevada, and California. Entrust Mortgage is
licensed to conduct business in 36 states and has active contractual
relationships with over 5,000 broker firms in these states. These 5,000 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. We believe that these brokers will use Entrust Mortgage over
our competitors for our niche products and quality of service. 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 Entrust Mortgages approved revolving warehouse
lines of credit. Presently Entrust Mortgage has approximately $23 million in
revolving warehouse lines of credit.

(c)
Operations

The
United States is one of the largest mortgage markets in the world with total
outstanding mortgages exceeding $4.0 trillion. The mortgage market growth has
been driven by a loan origination volume that is estimated to have been in
excess of $1.5 trillion this past year. The mortgage banking business in the
United States is highly fragmented with over 20,000 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 5,000 mortgage
brokerage firms in 36 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.

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.

Non-conforming
loans (as a group) are inherently more risky than conforming loans because the
underwriting criteria is not as stringent. While secondary markets for these
loans are currently very large, there is no guarantee these markets will
continue to flourish in adverse economic conditions. Entrusts primary risk
on non-conforming loans is the loss of the secondary markets for its products.
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 that 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
Company earns revenues from three basic sources: (i) fees charged at closing;
(ii) interest earned on a loan while the loan is held by Entrust Mortgage ; and,
(iii) through service release premiums earned from loan sold into the secondary
markets.

During
the year 2001, the Company continued to increase revenues from its loan business
while controlling and reducing costs relative to staffing and facilities
requirements using improved loan processing procedures and state-of-the-art
technology. We believe that these increased revenues in the year 2001 were tied
directly to significantly more mortgage loan originations than in the previous
year.

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 using state-of-the-art technology. Generally, the
mortgage industry conducts its business through many manual steps, in a
multi-forms, paper based system prone to errors. The Companys
state-of-the-art technology based 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 two or more days of 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.

In
the competitive mortgage loan lending environment, providing a diverse range of
mortgage loan programs, for every ten applications that the underwriter
pre-approves, a significant number are pre-approved for the wrong program. On
average half of the pre-approved loans have to be redone, then resubmitted, thus
significantly extending the processing time to lending cycle.

On
average, for every ten loan applications submitted, one-half are pre-qualified
and generate a list of documentation requirements that need to be completed to
complete the mortgage loan process. Of the customers receiving a list of these
additional documentation requirements, only one half return a full completed
loan application package. The time delays required to get a loan application
pre-approval encourage the borrower to shop around for other competitive
mortgage loan offerings. Document completion by the customer (assisted by the
mortgage loan broker) can take another seven to ten days, on average. Of the
customers responding to the additional loan documentation requirements, only
one-half actually complete their loans. On average, out of ten initial mortgage
loan applications submitted, fewer than one (.833) is funded in an industry
completion process that takes an average of eighteen days. Entrust has been able
to improve upon this process by closing loans in an average of sixteen days.

With
the Companys state-of-the-art 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 three and one-half loans , which is a major increase in revenues
coupled with a reduction in expenses and time resources. The Company has
integrated the loan application process with a simplified technology based
application processing system to achieve lower costs per loan processed and
higher success rates generating more revenue per application received. In the
Companys fully implemented state-of-the-art technology based loan
processing system, its automated mortgage loan underwriting, incorporated with
its proprietary search engine, the system is able to examine multiple loan
options, if necessary, to find an exact match for each customer profile without
mistakes. Pre-approval and documentation requirements are complete in about
sixty seconds, thus saving substantial time. Entrusts underwriting system
differs from competitors systems in its ease of operation and
responsiveness. The Company believes that it has the most advanced software
program available for this purpose. The mortgage broker is required only to
input the most basic information for the program to generate a detailed
response. Additionally, in the event of a decline to loan by the lender, the
program gives specifics of the decline which may help direct the broker to a
program for which his borrower does qualify. The Company believes that it has
minimal risk associated with computerized pre-approvals because all loans are
underwritten by Entrust delegated underwriters who review the entire file for
meeting approval guidelines.

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.

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 intends to offer a product which
will lend on a construction loan through permanent loan in one continuous
program. The credit will be underwritten to the Companys permanent loan
criteria, utilizing its automated prequalification process. The Company believes
that the interface of its software and underwriting criteria for non-conforming
loans for approving the construction loans, creates a new standard in the
industry for this type of program, and positions the Company to establish itself
as the 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.

The
Companys system targets both the wholesale and retail mortgage industry.
Since small mortgage brokers dominate this industry, the Company has designed
its technology based automated system to meet the growing needs of the small to
medium mortgage brokerage offices currently operating in every rural and urban
region of the United States with the goal of substantially increasing its
business.

The
Companys plan to expand its loan application submissions for the U.S.
wholesale mortgage industry uses relationships with mortgage brokerage firms.
This plan allows the local mortgage broker to retain its autonomy, name, while
expanding the loan programs it can offer to its customers thus increasing the
Companys mortgage loan originations.

During
the coming fiscal year, the Company intends to begin providing its technology
based loan processing system to the mortgage industry through industry
publications and other media outlets, a web site, an industry newsletter and a
team of aggressive account executives.

The
Company is also in the process of instituting a new construction to permanent
loan program for manufactured housing. The borrower approval for the
construction portion of this loan program will be underwritten to the
Companys present mortgage loan program criteria.

(d)
Markets

The
Company plans to continue to market residential mortgages through its network of
5,000 mortgage brokerage firms in 36 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 5,000
mortgage brokerage firms, it plans to add new accounts through full time
in-house representatives employing direct solicitation, fax blast marketing,
mass e-mail marketing, and participation in mortgage industry trade shows.

(e)
Raw Materials

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

(f)
Customers and Competition

The
mortgage banking business is a highly competitive and fragmented industry with
over 20,000 licensed mortgage loan originators. The United States is one of the
largest mortgage markets in the world with total outstanding mortgages exceeding
$4.0 trillion. The mortgage market is driven by a loan origination volume in
excess of $1.5 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.

(g)
Employees

Currently,
the Company employs fifty-one full-time people. These employees consist of five
management staff and forty-six 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.

(h)
Backlog

At
December 31, 2001, the Company had approximately $25,809,000 of mortgage loans
to be processed for which it anticipates approximately a 35% closure
rate.

(i)
Proprietary Information

The
Company owns the tradename Mortgage 2000 and own proprietary
state-of-the-art 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.

(j)
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 . The Company is regulated by applicable Federal and state laws
and rules. It is the Companys policy to fully comply with all governmental
regulations and regulatory authorities.

(k)
Research and Development

During
the fiscal year, the Company spent approximately $100,000 in research and
development activities for the Companys automated state-of-the-art loan
underwriting technology.

(l)
Environmental Compliance

The
Company does not expect to be subject to any material environmental
compliance.

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 $13,089
per month from an unaffiliated third party. The lease terminates in 2005. The
Company also has sales representative and production offices in California,
Georgia, and Nevada. The Company owns office equipment to furnish all of its
offices. The Company also owns the tradename Mortgage 2000". The
Company owns proprietary computer software which it uses in its operations. All
of the management activities of the Company are performed in Colorado.

Item 3. Legal
Proceedings

The
Company was a plaintiff in a lawsuit in the Colorado District Court for the City
and County of Denver against Stephen B. Torres, J. Scott Oler, and Vision One
Technologies, Inc. seeking damages and injunctive relief in connection with the
Companys acquisition of the assets of Vision One Technologies, Inc.
Subsequent to the end of the fiscal year, the case was settled. .

The
Company was a defendant in a lawsuit with PCMD, Dan and Diane King, pertaining
to payment of equipment and services purported to be sold to Vision One, FNET,
and Steven Torres. This suit was filed in the Colorado District Court for the
City and County of Denver. Subsequent to the end of the fiscal year, the case
was settled.

Otherwise,
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.

On
January 29, 2002, the shareholders approved a one-for-ten reverse split of the
common shares of the Company's stock, which was approved and became effective on
February 4, 2002.

---

PART II

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

(a)
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 ended June,
September, and December, 2000 and for four full quarters of 2001. These
quotations have been adjusted to reflect the one-for-ten reverse split of the
common stock, which became effective on February 4, 2002.

`Bid Price       
                        High                Low

                                 2001
     First Quarter      $ 6.60            $ 3.00
     Second Quarter     $ 3.20            $ 1.30
     Third Quarter      $ 1.80            $ 1.00
     Fourth Quarter     $ 2.60            $ 1.20

                                 2000
     Second Quarter     $27.50            $ 2.50
     Third Quarter      $32.50            $10.00
     Fourth Quarter     $13.00            $ 7.50`

(b)
Approximate Number of Holders of Common Stock

As
of the February 28, 2002, the Company had a total of 2,283,227 shares of common
stock issued and outstanding, after giving effect to a one-for-ten reverse split
of the common shares, which became effective on February 4, 2002. The number of
holders of record of the Companys common stock at that date was
approximately Six Hundred and Seventy-Five (675).

(c)
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.

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

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: 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.

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.

Overview

The
Company experienced a substantial turnaround in its profitability during the
fiscal year ended December 31, 2001. This turnaround was largely a result to two
significant factors; (i) the performance of its mortgage banking subsidiary,
Entrust Mortgage; and (ii) the divestiture by the Company of its non-profitable
business operations. The Company is now focused solely on its mortgage banking
operations, which continue to be profitable.

The
Company almost doubled its revenue in 2001 as compared to 2000. The Company also
managed to post record profits, while achieving this revenue growth. Many growth
companies incur substantial upfront expenses to capitalize their growth.
Consequently, they are not profitable until they stabilize their growth. The
Company has been able to manage its growth by utilizing its established
infrastructure and efficiencies afforded by its proprietary state-of-the-art
software technology thereby minimizing much of the cost associated with rapidly
growing companies.

The
mortgage banking operations have been the primary revenue and profit generator
for the Company since it acquired Entrust Mortgage in 1999. Entrust Mortgage has
demonstrated a steady and consistent growth pattern in its mortgage banking
operations since it was acquired. Management feels the mortgage banking
operations provide the greatest potential for increased revenue growth and
profitability in the years to come.

The
Company is actively hiring new account executives to expand it loan origination
capacity. The use of the Companys state-of-the-art proprietary software to
facilitate automated approval of loan applications coupled with its new
comprehensive sales training program helps to familiarize new account executives
with Entrust Mortgages loan products much faster than in the past. Entrust
Mortgage is also hiring more qualified account executives by using personal
profile testing (performed by the Profile Group) of all potential candidates.

---

The
Company anticipates record revenues and profits for fiscal year 2002. The
Company projects revenues to increase by more than 50% over the previous year.
Given the Companys expanded loan origination operations, coupled with the
new investor relationships for increased revolving warehouse lines of credit,
management has begun implementation of the most aggressive marketing campaign in
the history of the Company . The Company has scheduled monthly appearances at
mortgage industry trade shows across the country and is expanding its outside
sales force to expedite market penetration in selected markets.

The
Companys newest proposed business segment, which is an adjunct to it
mortgage lending, is a construction loan program for manufactured housing. The
Companys research indicates that there is a ready and growing market for
such a program. The Company has entered into contracts to be the exclusive
mortgage marketing company and lender for this new business venture. Successful
implementation of this lending program would provide the Company with new and
exclusive programs in the manufactured housing industry with potentially very
limited competition.

Results
of Operations

Revenues
of the Company increased significantly for the twelve months ended December 31,
2001 as compared to the year 2000. At the same time, operating expenses
decreased as a percentage of revenues. As a result, the Company posted the first
yearly profit in its history. For the twelve months ended December 31, 2001,
total revenues were $10,238,345 as compared to revenues of $5,176,760 for the
same period ended December 31, 2000. Most significantly, the loan origination
fees increased for the twelve months ended December 31, 2001 to $9,040,504
compared to loan origination fees of $4,428,185 for the same period ended
December 31, 2000. These increases in revenues and loan origination fees were
the result of the increased working capital to expand the mortgage banking
activities.

In
this amendment to Form 10-KSB, we reclassified certain assets and liabilities.
The detail regarding these changes is shown in Note 13 to our financial
statements.

Total
operating expenses for the twelve months ended December 31, 2001 were
$9,587,175 compared to total operating expenses of $7,910,499 for
the same period ended December 31, 2000. The general and administrative expenses
for the twelve months ended December 31, 2001 decreased to $1,304,958
compared to general and administrative expenses of $1,671,705 for the
same period ended December 31, 2000. The decrease in general and administrative
expenses was due to the decreased staff levels resulting from efficiencies by
discontinuing certain unprofitable operations. The loan origination costs
increased for the twelve months ended December 31, 2001 to $7,136,589 compared
to loan origination costs of $4,025,835 for the same period ended December 31,
2000 which was the result of the increased volume of loan originations. While
the amount of expense increased due to the increased volume of business, the
actual ratio between loan origination cost and the amount of fees and premium
earned decreased because the Companys new loan programs limit the amount
of yield spread premium available to be paid to the broker. The interest expense
increased for the twelve months ended December 31, 2000 to $1,145,628
compared to interest expense of $812,959 for the same period ended December 31,
2000 as a result of the increased warehouse lines of credit to support the
increased loan originations. The major components of operating expenses include
independent contractor fees, office salaries and associated payroll costs,
general and health insurance costs, rent and telephone expenses.

As
a result of the operations, the Company had a net profit of $630,908 for
the twelve months ended December 31, 2001 compared to a net loss of
$2,733,739 for the same period ended December 31, 2000. The net profit
per share for the twelve months ended December 31, 2001 was $0.28 per
share on a fully diluted basis, compared to a loss of $1.79 per
share on a fully diluted basis. for the same period ended December 31,
2000. In this amendment to Form 10-KSB, we expensed warrants of $126,313,
which had not yet been exercised, and increased amortization expense by $9,765.
The effect of these non-cash reclassifications was to decrease our net profit
per share for the twelve months ended December 31, 2001 by $0.06 per share
on a fully diluted basis. The impact of these changes is shown in Note 13 to
our financial statements. The net profits per share amounts are after
taking into effect the one-for-ten reverse split of the common stock,
which became effective on February 4, 2002.

In
1999, the Companys initial year of combined operations, Entrust Mortgage
funded over $50 million in mortgage loans. In 2000, despite a difficult mortgage
loan market because of rising interest rates, Entrust Mortgage funded over $78
million of mortgage loans, which represented a significant 60% year-over-year
increase. For the year ended December 31, 2001, Entrust Mortgage funded over
$175 million in mortgage loans. The Companys operations were aided by the
refinancing boom caused by lower interest rates, but over 70% of the
Companys business remains purchase money loans for home buyers.

This
increased level of profitability and increasing trend towards greater profits
from mortgage operations is the fundamental reason the Company has shifted its
principal focus to the mortgage banking business. Management believes that the
Company is poised to embark on an extended period of substantial growth in
revenues and profits as it continues to expand its presence in the highly
fragmented mortgage banking arena. Entrust Mortgage continues to operate ahead
of its revenue and profit projections during the first quarter of the year 2002.
Entrust Mortgage had a record amount of loans in processing and continues to see
significant loan origination results from its recently implemented marketing
campaign.

The
Companys earnings comes from: fees charged at closing, margins earned by
selling loans into secondary markets for a premium, and the interest paid on a
loan while the Company holds the loan for sale. The price secondary markets pay
for loans is determined by many economic factors, but we lock our loan rates
with our secondary markets to maintain a constant margin.

The Companys overhead
cost as a percentage to sales reduces as loan volume increases. Certain fixed
cost are the same regardless of the loan volume, so the more business the
Company does, the lower percentage of volume these expenses are.

The credit quality of the
borrower is only one factor when determining loan approval. Good credit
borrowers typically qualify for the highest loan to value mortgage programs, and
the most preferential rates. When loaning to persons with more marginal credit,
there are limitations on loan to value, and type of loan programs for which the
borrower qualifies. The Company also incorporates risk based pricing , which
means that the persons with more risk factors must pay a higher rate for the
loan. The Company believes that these mitigations help it manage the risk when
making loans.

The Company has various
representations and warranties it makes to secondary market investors on loans
sold into secondary markets. If a mortgage goes into early payment default
(usually within 3 months) the Company is obligated to repurchase the loan. If it
is determined that fraud has been committed on a loan application, the Company
is also obligated to repurchase the loan. The Company usually sells the loan
into an available loan market, typically at a discount. In some cases, the
Company forecloses on the loan, and sells the property to recover its potential
losses.

---

The repurchase of loans
requires capital or credit to repurchase the loan until the resolution. The
Company currently uses a repurchase line of credit to facilitate repurchases,
but anticipates the need to expand these facilities.

Short term capital has been
sufficient to meet its current growth trends, but to continue to grow at its
projected pace, the Company will need to increase its warehouse lines of credit
and possibly seek equity investments to keep our debt to equity ratios in line
with its warehousing lenders requirements. At the present time, the
Company is in active discussions to increase its credit line, but no definitive
agreements are in place.

The
Company has divested or discontinued all of its non-profitable businesses.
Management has further streamlined operations to contain costs and facilitate
the Companys recently focused niche mortgage loan product line to achieve
continued growth. With the introduction of its web-enabled automatic
underwriting system, the Company expects to increase loan volume, while
continuing to contain operational costs, which could result in added
profitability. In addition, the Company is planning to launch a new construction
loan program for manufactured housing. Entrust Mortgage will be the exclusive
marketer of this manufactured housing lending program, which is anticipated to
begin generating revenue in the second quarter of 2002

The Company had acquired
Allegro Software in December 2000 with the intent of selling the proprietary
software known as Maestro through its Focvs operations. Total
consideration of 150,000 shares of post-split common stock was valued at $1.4
million based on the market value of the companys stock at the December
2000 acquisition date.

Maestro, the proprietary
software owned by Allegro Software, could have been used without modification
utilizing an ASP distribution methodology. However, to be competitive for sales
in a traditional market, the software would to be modified for use in another
platform. Subsequent to the acquisition, the company determined that it would
not be able to go forward with Focvs, since Focvs management was unable to
secure financing for their venture and because of the rapidly declining
environment in the ASP markets. As a part of its re-focusing, the company closed
its Focvs operations and sold Allegro Software to a third party in exchange for
200,000 shares of stock in the third party. The terms of the transaction
involved independent business judgment by both sides and reflected the best
efforts of both parties. In light of the significant uncertainty and the
indeterminate amounts of additional investment required to achieve technological
feasibility with Maestro, the company valued its investment in the third party
at zero and recorded a loss of $1.4 million relating to the closure of its Focvs
operations. The loss is presented in a separate caption of the statements of
operations.

During
the coming year, the Company intends to make application for listing on a
recognized U.S. stock exchange, such as the American Stock Exchange or NASDAQ.

Liquidity
and Capital Resources

As
of December 31, 2001, the Company had cash or cash equivalents of $858,848,
compared to cash or cash equivalents of $108,119 as of December 31, 2000.

Net
cash used by operating activities was $9,675,239 for the twelve months
ended December 31, 2001, compared to net cash provided of
$3,142,370 for the twelve months ended December 31, 2000. Our
portfolio of loans held for resale accounted for most of this increase.
Major items such as notes and accounts receivable increased as a result of
increased volume of business. Accounts payable and notes payable decreased as a
result of the Companys ability to pay items on a current basis. The
Company raised capital through a convertible debenture. However, as a result of
the Companys profitability, it was not required to raise as much capital
as in the previous year. The Company also booked a write-off of certain
intangibles that were considered to be impaired. Cash was used for operations
and funding reserve accounts.

Cash
flows provided by investing activities were $-0- for the twelve months ended
December 31, 2001, compared to $406,857 for the twelve months ended
December 31, 2000.

Cash
flows provided by financing activities accounted for $10,425,968 for the twelve
months ended December 31, 2001, compared to using $2,691,961 for the twelve
months ended December 31, 2000. This increase in cash flows from financing
activities is a result of the Company being able to fund its growing business
from increased borrowings on our warehouse lines of credit. Cash from financing
was required to meet financial obligations from first quarter losses.
Thereafter, the Company has been able to sustain itself without further
financing.

The
Company funds loans utilizing two warehouse lines of credit totaling
$23,000,000. The primary $20,000,000 line of credit provides funds at a floating
rate of Libor plus 2.5%. The secondary line has a floating rate of LIBOR + 3%.
Their primary line is committed through August 2002, and the secondary line is
payable on demand. It has been customary for the lines to be renewed annually.
The lines may be cancelled or reduced in amount if the Company does not meet
certain financial ratio requirements. Loss of the primary line without being
replaced would seriously affect the Companys ability to remain profitable.

The
current working capital, cash and cash equivalents are sufficient to meet the
Companys current level of business operations. However, to increase the
Companys anticipated mortgage origination program, it may need additional
funding. The Company may raise additional capital through a private placement,
may leverage its assets with a loan or may utilize internally generated profits
to cover its anticipated cash requirements over the short-term. These funds will
be necessary to increase the working capital to support the growth in the
funding of the Companys expanding mortgage loan origination program. The
Companys mortgage loan business remains profitable. The Company plans to
remain focused on its core business of mortgage banking in the next year.

The
Company does not intend to pay dividends in the foreseeable future.

Item 7. Financial
Statements.

`TABLE OF CONTENTS

                                                          Page

   Independent Auditors' Report                            F-1

   Consolidated Balance Sheet                              F-2

   Consolidated Statement of Operations                    F-3

   Consolidated Stockholders' Equity                       F-4

   Consolidated Statement of in Cash Flows                 F-5

   Notes to Financial Statements                           F-6 - F-10`

---

# INDEPENDENT
AUDITORS REPORT

Board of Directors
Entrust Financial Services, Inc.
Denver, CO

We have audited the
accompanying consolidated balance sheet of Entrust Financial Services, Inc. and
its subsidiary as of December 31, 2001 and 2000, and the related consolidated
statements of operations, cash flows, and stockholders equity for the
years then ended. These financial statements are the responsibility of the
Companys management. Our responsibility is to express and opinion on these
financial statements based on our audits.

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

In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Entrust Financial Services, Inc.
and its subsidiary as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.

/s/ Michael Johnson & Co., LLC
Denver, CO
April 3, 2002

---

# ENTRUST
FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
FOR THE YEAR ENDED DECEMBER 31,

|                                               | (Restated)2001 | (Restated)2000
|---------------------------------------------- | -------------- | --------------
|ASSETS:                                        |                |               
|Current assets:                                |               
|Cash                                           |                | $      858,848
|Notes Receivable - Note 2                      |                | 645,769       
|Accounts Receivable                            |                | 638,339       
|                                               |      |               
|Total current assets                           |                | 2,142,956     
|                                               |      |               
|Fixed assets - Note 1:                         |               
|Computers & Equipment                          |                | 221,652       
|Furniture & Fixtures                           |                | 183,682       
|Leasehold Improvements                         |                | --            
|                                               |      |               
|Total fixed assets                             |                | 405,334       
|Less Accumulated Depreciation                  |                | (196,808      
|                                               |      |               
|Net fixed assets                               |                | 208,526       
|                                               |      |               
|Other assets:                                  |               
|Deposits                                       |                | 21,730        
|Marketable Securities                          |                | 3,200         
|Loans Held for Resale                          |                | 17,069,794    
|Prepaid Expenses                               |                | 59,554        
|Title Co. Advances                             |                | 330,247       
|Intangible Assets (Net)                        |                | 1,560,000     
|                                               |      |               
|Total other assets                             |                | 19,044,535    
|                                               |      |               
|TOTAL ASSETS                                   |                | $ 21,396,017  
|                                               |      |               
|                                               |      |               
|LIABILITIES AND STOCKHOLDERS' EQUITY:          |               
|Current liabilities:                           |               
|Accounts Payable                               |                | $      141,523
|Accrued Expenses                               |                | 354,990       
|Notes Payable                                  |                | 163,688       
|Loan Reserve                                   |                | 41,037        
|Debenture Payable                              |                | 162,100       
|                                               |      |               
|Total current liabilities                      |                | 863,338       
|                                               |      |               
|Long-Term debt                                 |                | --            
|                                               |      |               
|Other liabilities:                             |               
|Warehouse Line Payable - Note 9                |                | 16,894,300    
|                                               |      |               
|Total other liabilities                        |                | 16,894,300    
|                                               |      |               
|Stockholders' equity:                          |               
|Preferred stock $.0000001 Par Value            |               
|1,000,000 shares authorized, None issued       |                | --            
|Common stock $.0000001 Par Value               |               
|50,000,000 shares authorized, 2,273,622 issued |               
|and outstanding for 2001 and 1,985,492 issued  |               
|and outstanding for 2000                       |                | 1             
|Additional Paid-in Capital                     |                | 7,213,915     
|Retained Earnings (Deficit)                    |                | (3,494,487    
|Deferred Compensation                          |                | (81,050       
|                                               |      |               
|Total stockholders' equity                     |                | 3,638,379     
|                                               |      |               
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     |                | $ 21,396,017  
|                                               |      |               
|                                               |      |               

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

---

# ENTRUST
FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

|                                           | Entrust FinancialDecember 31,2001 | Entrust MortgageDecember 31,2001 | (Restated)YearEndedDecember 31,2001 | (Restated)YearEndedDecember 31,2000
|------------------------------------------ | --------------------------------- | -------------------------------- | ----------------------------------- | -----------------------------------
|REVENUE:                                   |                                   |                                  |                                     |                                    
|Loan Origination Fees                      |                                   | $            --                  |                                     | $   9,040,504                      
|Interest Income                            |                                   | --                               |                                     | 1,175,953                          
|Other Income                               |                                   | 17,263                           |                                     | 4,625                              
|                                           |                          |                                  |                            |                                    
|Total Revenue                              |                                   | 17,263                           |                                     | 10,221,082                         
|                                           |                          |                                  |                            |                                    
|                                           |                                   |                                  |                                     |                                    
|OPERATING EXPENSES:                        |                                  
|Loan Origination Costs                     |                                   | --                               |                                     | 7,136,589                          
|Interest Expense                           |                                   | 150,883                          |                                     | 994,745                            
|General and Administrative                 |                                   | 1,053,777                        |                                     | 251,181                            
|Unusual net loss from FocV's Technologies  |                                   | --                               |                                     | --                                 
|                                           |                          |                                  |                            |                                    
|Total Operating Expenses                   |                                   | 1,204,660                        |                                     | 8,382,515                          
|                                           |                          |                                  |                            |                                    
|OTHER INCOME AND EXPENSES                  |                                  
|Loss on Investments                        |                                   | --                               |                                     | (24,300                            
|Interst Expense                            |                                   | --                               |                                     | (385                               
|Interst Income                             |                                   | 30                               |                                     | 4,393                              
|                                           |                          |                                  |                            |                                    
|Total Other Income and Expenses            |                                   | 30                               |                                     | (20,292                            
|                                           |                          |                                  |                            |                                    
|Net Profit (Loss)                          |                                   | $(1,187,367                      | )                                   | $ 1,818,275                        
|                                           |                          |                                  |                            |                                    
|                                           |                          |                                  |                            |                                    
|Basic earnings/(loss) per share            |                                   |                                  |                                     |                                    
|                                           |                                   |                                  |                            |                                    
|                                           |                                   |                                  |                            |                                    
|Diluted earnings/(loss) per share          |                                   |                                  |                                     |                                    
|                                           |                                   |                                  |                            |                                    
|                                           |                                   |                                  |                            |                                    
|Basic Weighted Average Shares Outstanding  |                                   |                                  |                                     |                                    
|                                           |                                   |                                  |                            |                                    
|                                           |                                   |                                  |                            |                                    
|Diluted Weighted Average Share Outstanding |                                   |                                  |                                     |                                    
|                                           |                                   |                                  |                            |                                    
|                                           |                                   |                                  |                            |                                    

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

---

# ENTRUST
FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
December 31, 2001

|                          | *COMMON STOCKS |           |        |    |         |           
|------------------------- | -------------- | --------- | ------ | -- | ------- | ----------
|
|Balance December 31, 1999 |                | 1,366,200 |        | 1  |         | 3,969,259 
|Issuance of stock         |               
|for services 6/00         |                | 74,500    |        | -- |         | 126,650   
|Issuance of stock         |               
|for cash 6/00             |                | 109,166   |        | -- |         | 700,000   
|Issuance of stock         |               
|for repayment             |               
|of Debenture 10/00        |                | 285,626   |        | -- |         | 500,000   
|Issuance of stock         |               
|for acquisition 12/00     |                | 150,000   |        | -- |         | 1,400,000 
|Net loss for year         |                | --        |        | -- |         | --        
|                          |          |           |  |    |  |           
|Balance December 31, 2000 |                | 1,985,492 |        | 1  |         | 6,695,909 
|                          |          |           |  |    |  |           
|Issuance of stock         |               
|for cash 3/01             |                | 50,000    |        | -- |         | 100,000   
|Issuance of stock         |               
|for services 3/01         |                | 30,000    |        | -- |         | 30,000    
|Issuance of stock         |               
|for cash 4/01             |                | 64,596    |        | -- |         | 70,424    
|Issuance of stock         |               
|for services 5/01         |                | 138,534   |        | -- |         | 107,219   
|Issuance of stock         |               
|for services 7/01         |                | 5,000     |        | -- |         | 3,000     
|Warrants Granted          |                | --        |        | -- |         | 207,363   
|Warrants Earned           |                | --        |        | -- |         | --        
|Net profit for year       |                | --        |        | -- |         | --        
|                          |          |           |  |    |  |           
|Balance December 31, 2001 |                | 2,273,622 |        | $1 |         | $7,213,915
|                          |          |           |  |    |  |           
|                          |          |           |  |    |  |           

*All share and per share
amounts have been retroactively adjusted to give effect for the one-for ten
split.

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

---

# ENTRUST
FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEAR ENDED DECEMBER 31,

|                                                   | (Restated)2001 | (Restated)2000    
|-------------------------------------------------- | -------------- | ------------------
|Cash Flows from Operating Activities:              |                |                   
|Net Profit (Loss)                                  |                | $      630,908    
|Adjustments to reconcile net income                |               
|to net cash provided from operating activities:    |               
|Depreciation                                       |                | 77,675            
|Amortization of Intangible Assets                  |                | 90,000            
|Stock issued for services                          |                | 140,219           
|Compensation expense related to options            |                | 126,313           
|(Increase) decrease in notes receivable            |                | (380,257          
|(Increase) decrease in accounts receivable         |                | (361,136          
|(Increase) decrease in prepaid expenses            |                | 57,039            
|(Increase) decrease in title co. advances          |                | (205,900          
|(Increase) decrease in loans held for Resale       |                | (10,197,914       
|Increase (decrease) marketable securities          |                | 172,300           
|(Increase) decrease in deposits                    |                | (8,245            
|Increase (decrease) in accounts payable            |                | (240,127          
|Increase (decrease) in accrued expenses            |                | 382,849           
|Increase (decrease) in loan reserve                |                | 41,037            
|                                                   |      |                   
|Net Cash Provided by Operating Activities          |                | (9,675,239        
|                                                   |      |                   
|Cash Flows from Investing Activities:              |               
|Capital Expenditures                               |                | --                
|                                                   |      |                   
|Net Cash Used for Investing Activities             |                | --                
|                                                   |      |                   
|Cash Flows from Financing Activities               |               
|Increase (decrease) in Warehouse line payable      |                | 10,211,426        
|Repayment of Debt                                  |                | (117,982          
|Debentures Payable                                 |                | 162,100           
|Issuance of Common Stocks                          |                | 170,424           
|                                                   |      |                   
|Net Cash Provided by Financing Activities          |                | 10,425,968        
|                                                   |      |                   
|Net Increase (Decrease) in Cash & Cash Equivalents |                | 750,729           
|Cash & Cash Equivalents at Beginning of Year       |                | 108,119           
|                                                   |      |                   
|Cash and cash equivalents at end of year           |                | $      858,848    
|                                                   |      |                   
|                                                   |      |                   
|Cash paid during year for interest                 |                | $             385 
|                                                   |      |                   
|                                                   |      |                   
|Income taxes paid during year                      |                | $               --
|                                                   |      |                   
|                                                   |      |                   
|NON-CASH TRANSACTIONS:                             |               
|Common stock issued in exchange for services       |                | $      140,219    
|                                                   |      |                   
|                                                   |      |                   
|Warrants granted for services                      |                | $        56,000   
|                                                   |      |                   
|                                                   |      |                   
|Warrants granted for debenture holders             |                | $      151,363    
|                                                   |      |                   
|                                                   |      |                   

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

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 1 
Organization and Summary of Significant Accounting Policies:

## Organization
 Nature of Operations:

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 and spent several months of
preparation and research before beginning formal operations on March 10, 1997.
No financial transactions occurred in 1996.

On April 30, 1999 the
Company purchased 100% of Entrust Mortgage, Inc. for eight hundred thousand
shares of common stock. Entrust Mortgage, Inc. became a wholly owned subsidiary
of the Company and is included in these consolidated financial statements
utilizing the purchase method of accounting. Entrust Mortgage, Inc. was
incorporated under the laws of the State of Colorado on March 4, 1999.

The Company, through its
subsidiary, Entrust Mortgage, Inc., is an approved mortgage banker in 40 states,
which has a correspondent relationship with several large financial
institutions. The Company originates residential real estate loans in over forty
states and sells them to financial institutions. The Company receives fees from
borrowers and Service Release Premiums on loans sold to financial institutions.
Management believes that the Company is not economically dependent on any one
financial institution because the Company assigns loans to numerous financial
institutions.

The Company acts as a loan
correspondent for lenders for certain loans closed and funded by the Company and
sold to the lenders. The Company has entered into various loan purchase and sale
agreements. The transfers of the mortgage loans that are subject to these
agreements are subject to the warranties, representations and provisions in the
agreement. Certain lenders have the right to require the Company to repurchase a
mortgage loan for any of the following reasons: (a) if a representation and
warranty given by the Company as to a particular mortgage loan is breached, (b)
if there has been a breach of any other terms and conditions of the agreement,
and (c) if final post-closing documentation is improper or incomplete after a
reasonable period of time, the determination of which is at the banks
discretion. At the lenders option, the Company shall be required either
(1) promptly to cure such a breach in all material respects; (2) to repurchase
the mortgage loan at a price equal to the principal balance of the mortgage
loan, recapture of the service release premium, and interest at the mortgage
loan rate from the date to which the interest has last been paid to the date of
repurchase.

## Capital Stock
Transactions:

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. On January 28, 2002, the Company, upon approval by the
shareholders of the Company, resolved to do a one-for-ten split of the issued
and outstanding common shares of the Company. No change in the par value or in
the total number of authorized shares will be made.

All share and per share
amounts in the accompanying financial statements or the Company have been
retroactively adjusted to give effect to the stock split.

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 1 
Organization and Summary of Significant Accounting Policies (Cont):

## Cash and
Cash Equivalents:

The Company considers all
highly liquid debt instruments, purchased with an original maturity of ninety
(90) days or less, to be cash equivalents.

## Concentration
of Credit Risk:

Financial instruments,
which potentially subject the Company to concentration of credit risk, consist
primarily of mortgage notes receivable. The Company grants credit to mortgage
borrowers nationwide. Concentrations of credit with respect to trade receivables
are limited due to the large number of customers comprising the Companys
customer base and the fact that the commissions and fees paid to the Company are
remitted to the Company within a short period after the closing. As of December
31, 2001, the Company has no significant concentrations of credit risk with
regard to these financial instruments.

## Pervasiveness
of Estimates:

The preparation of a
financial statement in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statement. Actual
results could differ from those estimates.

## Geographic
Area of Operations and Interest Rates:

The Company originates
residential loans in over thirty states and most geographic areas of the United
States. The potential for severe financial impact which can result from negative
effects of economic conditions within the market of geographic areas are limited
due to the Companys diverse geographic originations. The interest
rates at which borrowers can refinance or obtain new financing for real estate
acquired has a direct effect on the demand for the Companys services.
Changes in interest rates could result in potential severe impacts on future
operations of the Company.

## Property and
Equipment:

Property and equipment is
stated at cost. The cost of ordinary maintenance and repairs is charged to
operations while renewals and replacements are capitalized. Depreciation is
computed on the straight line method over the following estimated useful
lives:

| |  |                       
| |  | ----------------------
| |  | Furniture and fixtures
| |  | Computers & Equipment 

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 1 
Organization and Summary of Significant Accounting Policies (Cont):

## Intangible
Assets:

Intangible assets consist
of the following as of December 31, 2001:

|                  | Aquis.Cost | Accum.Amort. | Net       | Est. Useful Life
|----------------- | ---------- | ------------ | --------- | ----------------
|Client Contracts  |            | $1,200,000   |           | $   160,000     
|State Approvals   |            | 400,000      |           | 28,000          
|Technology Rights |            | 200,000      |           | 52,000          
|                  |   |              |  |                 
|                  |            | $1,800,000   |           | $   240,000     
|                  |   |              |  |                 
|                  |   |              |  |                 

| |  | AmortizationExpenseFor the Year | 
| |  | ------------------------------- | 
| |  | Client Contracts                | 
| |  | State Approvals                 | 
| |  | Technology Rights               | 
| |  |                          | 
| |  | Total                           | 
| |  |                          | 
| |  |                          | 

Intangible assets
represents the excess of acquisition costs over the fair market value of the net
assets of acquired business which have been allocated to identified intangible
assets and are being amortized on a straight-line basis over their estimated
useful lives ranging from ten to forty years. In accordance with APB 17,
Intangible Assets, the Company continues to evaluate the
amortization period to determine whether events or circumstances warrant revised
amortization periods. Additionally, the Company considers whether the carrying
value of such assets should be reduced based on the future benefits of its
intangible assets.

## Revenue
Recognition:

The Companys
earnings come from fees charged at closing, margins earned by selling loans into
secondary markets for a premium and interest paid on a loan while the Company
holds the loan for sale. Loan origination fees are earned at closing and loan
origination costs are expensed when incurred. Margins earned by selling loans is
recognized when the purchaser has taken title and assumes the risks and rewards
of ownership. Income on all loans is recognized on the interest method. Accrual
of interest income is suspended at the time at which collection of an account
becomes doubtful.

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 1 
Organization and Summary of Significant Accounting Policies (Cont):

## Fair value
of Financial Instruments:

The carrying amount of
cash, accounts receivable, accounts payable and accrued expenses are considered
to be representative of their respective fair values because of the short-term
nature of these financial instruments. The carrying amount of the notes payable
are reasonable estimates of fair value as the loans bear interest based on
market rates currently available for debt with similar terms.

The fair value estimates
presented herein are based on relevant information available to management as of
December 31, 2001. Management is not aware of any factors that would
significantly affect these estimated fair value amounts.

## Loans Held
for Sale:

Mortgages acquired by the
Company and intended for sale in the secondary market are carried at lower of
cost or estimated market value in the aggregate. The market value of these
mortgage loans is determined by obtaining market quotes for loans with similar
characteristics.

## Income
Taxes:

The provision for income
taxes is computed using the liability method, under which deferred tax asses and
liabilities are recognized for the expected future tax consequences of temporary
differences between the financial reporting and tax bases of assets and
liabilities. Deferred tax assets are reduced by a valuation allowance when it is
more likely than not that some portion or all of the deferred tax assets will
not be realized.

## Net earnings
(loss) per share:

Basic and diluted earnings
(loss) per share information is presented under the requirements of SFAS No.
128, Earnings per Share. Basic net loss per share is computed by dividing
net loss by the weighted average number of shares of common stock outstanding
for the period, less shares subject to repurchase. Diluted net loss per share
reflects the potential dilution of securities by adding other common stock
equivalents, including stock options, share subject to repurchase, warrants and
convertible preferred stock, in the weighted-average number of common shares
outstanding for the period if dilutive.

## Stock Based
Compensation:

SFAS No. 123, Accounting
for Stock-Based Compensation,establishes a fair value method of accounting
for employee stock options and similar equity instruments. The fair value method
requires compensation cost to be measured at the grant date based on the value
of the award and is recognized over the service period. The Company has elected
to account for its stock-based compensation in accordance with the provision of
SFAS No. 123.

## Loan Loss
Reserve:

The Companys loan
loss reserve for 2001 represents managements best estimate of loan losses based
on historical data of loans held for sale.

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 2 -
Notes Receivable

Notes receivable as of
December 31, 2001 consist of the following:

|                                                  | 2001     | 2000    
|------------------------------------------------- | -------- | --------
|Note receivable from EMB Mortgage                 |          |         
|dated April 10, 2001 with an interest rate of 10% |         
|Payable by September 30, 2002                     |          | $500,000
|Note receivable from Scott Sax dated              |         
|December 31, 2001 with an interest rate           |         
|of 6%.  Payable by January 1, 2004                |          | 34,470  
|Note receivable from Patricia                     |         
|Saunders dated December 31, 2001                  |         
|with an interest rate of 6%                       |         
|Payable by January 1, 2004                        |          | 36,299  
|Note receivable from DC Holding                   |         
|dated 12/22/2000 with no interest                 |         
|Payable upon demand                               |          | 75,000  
|                                                  |  |         
|Total Notes Receivable                            |          | $645,769
|                                                  |  |         
|                                                  |  |         

## Note 3 -
Note Payable

Notes payable as of
December 31, 2001 consist of the following:

|                                             | 2001    |          | 2000
|-------------------------------------------- | ------- | -------- | ----
|Note payable to Harsh Development dated      |         |          |     
|Aug 24, 1999.  With an annual interest rate  |        
|of 24% with a maturity date of Feb. 23, 2001 |         | $ -0-    |     
|                                             |         |          |     
|Note payable to Patricia Saunders dated Dec  |        
|28, 2000, with no interest and payable upon  |        
|demand                                       |         | -0-      |     
|Note payable to Scott Sax dated June, 2000   |        
|With no interest and payable upon demand     |         | -0-      |     
|Note payable to Jerry Burden dated April 20, |        
|2000. With 13 1/2% interest payable April 3, |        
|2002                                         |         | 163,688  |     
|                                             |  |          |     
|Total notes payable                          |         | 163,688  |     
|Less Long Term-Note Payable                  |         | -0-      |     
|                                             |  |          |     
|Net - Notes Payable                          |         | $163,688 |     
|                                             |  |          |     
|                                             |  |          |     
|                                             |        

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 4
 Convertible Debenture:

The Company issued a 16%
convertible debenture to Bayview Marketing for cash proceeds totaling $162,100
in fiscal year 2001. This convertible debenture has a maturity date of April 2,
2003 and is convertible into common stock at $1.00 per share. The Company also
issued Class A Warrants equivalent to the amount of the debenture held divided
by the warrant price of $1.20 per share to be exercised over the period of three
years. The conversion price of all of the Debentures were negotiated on an
arm-length basis.

## Note 5 
Impact of Recently Issued Accounting Standards:

SFAS No. 131 requires
disclosure of certain information regarding operating segments, products, and
services, geographic areas of operation and major customers. SFAS No. 134
accounting for mortgage-backed securities retained after the securitization of
mortgage loans held for sale by a mortgage banking enterprise. SFAS No. 140
accounts for transfers and servicing of Financial Assets and Extinguishment of
Liabilities.

In July 2001, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 141 Business Combinations (FAS 141) and Statement of Financial
Accounting Standards No. 142 Goodwill and Other Intangible Assets
(FAS 142). FAS 141requires all business combinations initiated after June 30,
2001 to be accounted for using the purchase method. The Company is in the
transitional period of adopting FAS 142. Under FAS 142, goodwill and intangible
assets with indefinite lives are no longer amortized but are reviewed annually
(or more frequently if impairment indicators arise) for impairment. Separable
intangible assets that are not deemed to have indefinite lives will continue to
be amortized over their useful lives (but with no maximum life). The
amortization provisions of FAS 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, the Company is required to adopt FAS 142
effective January 1, 2002. Management believes that the adoption of this new
accounting pronouncement is not expected to have a material impact on the
Companys financial position or results of operations.

## Note 5 
Impact of Recently Issued Accounting Standards (Cont):

In August 2001, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (FAS 144), which supersedes both Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long Lived Assets to Be Disposed Of (FAS 121, and the accounting and
reporting provisions of APB Opinion No. 30, Reporting of Operations 
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions, (Opinion 30), for
the disposal of a segment of a business. FAS 144 retains the fundamental
provisions in FAS 121 for recognizing and measuring impairment loss on
long-lived assets to be disposed of by sale, while also resolving significant
implementation issues associated with FAS 121. For example, FAS 144 provides
guidance on how a long-lived asset that is used as part of a group should be
evaluated for impairment, establishes criteria for when a long-lived asset is
held for sale, and prescribes the accounting for a long-lived asset that will be
disposed of other than by sale.

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 5 
Impact of Recently Issued Accounting Standards (Cont):

The Company is required to
adopt FAS 144 no later than its fiscal year beginning after December 15, 2001.
Management does not expect the adoption of FAS 144 for long-lived assets held
for use to have a material impact on the Companys consolidated financial
position or results of operations because the impairment assessment under FAS
144 is largely unchanged from FAS 121. The provisions of this statement for
assets held for sale or other disposal generally are required to be applied
prospectively after the adoption date to newly initiated disposal activities and
therefore, will depend on future actions, if any, initiated by management. As a
result, management cannot determine the potential effects that adoption of FAS
144 will have on the Companys consolidated financial position or results
of operations with respect to future disposal decisions.

## Note 6 
Warrants

The Company has issued
warrants to purchase common stock to certain consultants of the Company. These
warrants have terms ranging from two to three years.

At December 31, 2001,
warrants to purchase 335,084 shares of the Companys common stock at a
weighted average exercise price of $1.06 per share are outstanding. At December
31, 2001 warrants for 185,084 shares are exercisable and the balance may be
exercisable according to a specific schedule. None of the warrants have been
exercised.

On November 1, 2001 a
consulting contract was signed in which the following compensation was set
forth:

| | Consultant
shall receive the sum of $5,000 per month, beginning with the month of November
2001. Consultant shall be granted warrants in November 2001 to purchase a total
of 200,000 shares of the Companys common stock. The warrants will be for a
period of two years from the date of grant at a price of $1.00 per share.
However, the warrants shall be exercised according to the following schedule:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 50,000 warrants are to be
exercisable immediately; 50,000 warrants shall be exercisable at such time as
the Company has received at least $1,000,000 in additional equity financing or
other acceptable alternative financing and/or credit line; 50,000 warrants shall
be exercisable at such time as the bid price of the Companys common stock
reaches $5.00 per share for thirty consecutive trading days; 50,000 warrants
shall be exercisable upon the Companys listing on a national stock
exchange agreeable to the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the event of any
recapitalization of the Companys common stock, including, but not limited
to, a reverse split, the warrants will be adjusted proportionately.

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 6 
Warrants (Cont):

The following table
summarizes the stock option activity:

|                              | NumberOf Shares | Exercise PricePer Share
|----------------------------- | --------------- | -----------------------
|Outstanding December 31, 2000 |                 | -0-                    
|Granted                       |                 | 335,084                
|Exercised                     |                 | -0-                    
|Cancelled                     |                 | -0-                    
|                              |                 |                        
|Outstanding December 31, 2001 |                 | 335,084                
|                              |                 |                        
|                              |                 |                        

|      | Options Outstanding | Options Exercisable |  |       | 
|----- | ------------------- | ------------------- |  | ----- | 
|
|$1.00 |                     | 200,000             |  | $1.00 | 
|$1.20 |                     | 135,084             |  | $1.20 | 

The Company elected to
account for its stock options under the fair value method prescribed by SFAS
123. The fair value of these options was estimated at the date of grant using
the Black-Scholes method for option pricing and the following
weighted average assumptions: for the consultant warrant risk-free interest
rates of 2.1%; dividend yield of 0%; volatility factors of the expected market
price of the Companys common stock of 109%; and an expected life of the
option of 700 days. These assumptions resulted in weighted-average fair value of
$.80.

For Bayview risk free
interest rate of 4.4%; dividend yield of 0%; volatility factors of the expected
market price of the Companys common stock of 109%; and an expected life of
the option of 1021 days. These assumptions resulted in weighted-average fair
value of $1.05.

## Note 7 
Marketable Security

The Company also owns
10,000 shares of Sea View Underwater Research, Inc. with a fair market value of
$.32 per share as of December 31, 2001. These are trading securities bought
principally for purpose of selling them in the near term. Amounts are reported
at fair value, with unrealized gains and losses included in earnings.

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 8 
Income Taxes:

Significant components of
the Companys deferred tax liabilities and assets are as
follows:

|                                       | 2001     | 2000          
|-------------------------------------- | -------- | --------------
|Deferred Tax Liability                 |          | $            0
|                                       |  |               
|                                       |  |               
|Deferred Tax Assets                    |         
|Net Operating Loss Carryforwards       |          | $   40,128    
|Future Deduction for Intangible Assets |          | 305,840       
|Future Deduction for Reserves & Others |          | 49,150        
|                                       |  |               
|Total Deferred Tax Assets              |          | 395,118       
|Less Valuation Allowance               |          | (395,118      
|                                       |  |               
|Net Deferred Tax Liability             |          | $            0
|                                       |  |               
|                                       |  |               
|                                       |         

The effective tax rate was
0% due to a net operating loss and the non-recognition of any deferred tax
assets. Entrusts federal statutory and effective tax rates were 34% and 0%
respectfully for 2001 and 2000.

## Note 8 
Income Taxes (Cont):

A reconciliation of
income tax expense at the statutory federal income tax rate to net income tax
expense included in the accompanying consolidated statements of operations is as
follows:

|                                                 | December 31 |          
|------------------------------------------------ | ----------- | ---------
|
|U.S. federal taxes (benefit) at statutory rate   |             | $ 260,775
|Unbenefitted net operating losses (Prior yr NOL) |             | (140,078 
|Other                                            |             | (120,697 
|                                                 |     |          
|Effective tax rate                               |             | --       
|                                                 |     |          
|                                                 |     |          
|                                                 |            

As of December 31, 2001,
the Company had a net operating loss carryfoward for federal tax purposes
approximately equal to the accumulated deficit recognized for book purposes,
which will be available to reduce future taxable income. The full realization of
the tax benefit associated with the carryforward depends predominantly upon the
Companys ability to generate taxable income during the carryforward
period. Because, the current uncertainty of realizing such tax assets in the
future, a valuation allowance has been recorded equal to the amount of the net
deferred tax asset, which caused the Companys effective tax rate to differ
from the statutory income tax rate. The net operating loss carryforward, if not
utilized, will begin to expire in the year 2013.

## Note 9 
Loans Held for Sale and Warehouse Line Payable:

Loan held for resale
represents loans that have been placed for purchase as of December 31, 2001. The
Warehouse Line Payable is the amount of money set aside to finance these Loans
receivable.

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 10 
Subsequent Event:

On January 28, 2002 the
Board of Directors resolved, upon approval by the Shareholders of the Company of
the one-for ten reverse split of the issued and outstanding common shares of the
Company. Upon surrender of stock certificates, one new common share will be
issued to replace each ten outstanding common shares issued and outstanding as
of the record date, February 1, 2002. No change in par value or in the total
number of authorized common shares will be made. These financial statements have
been retroactively adjusted to give effect for the one for ten reverse split.

The Company issued, in
April 2002, sixteen debentures for a total of $175,000. The debentures do not
provide for the payment of interest. A total of thirteen debentures each have a
face value of $8,035 and mature on a consecutive monthly basis, beginning June
1, 2002 and ending June 1, 2003. The remaining three debentures have a face
value of $23,515 and mature on a consecutive monthly basis beginning July 1,
2003 and ending September 1, 2003. These debentures may be converted, at the
discretion of the holder, into common stock at ninety percent of the average
asking price of the common stock for a period of twenty days prior to the date
of conversion. These debentures are subordinated to the 16% Subordinated
Debenture.

The Company has also issued
warrants to purchase up to 330,000 shares of common stock. The warrants are for
a period of one year from the date of grant as to 300,000 shares and eighteen
months as to 30,000 shares. A total of 180,000 shares are exercisable at $1.00
per share, and 150,000 shares exercisable at $1.50 per shares. Rights to
exercise a total of 82,500 common shares will be vested and exercisable per
fiscal quarter, beginning June 1, 2002. Any remaining right to receive shares
will vest at the start of the fiscal quarter, which begins April 1, 2003. Any
unexercised rights to receive common shares in a quarter may be exercised in the
subsequent quarter up until termination of the underlying consulting contracts.
The Company may, at its discretion, authorize the early vesting and/or exercise
of warrants.

## Note 11 
Loss on Disposition of Focvs Tecbnologies:

The December 31, 2000
financials were restated to show the discontinuation of FocVs Technologies
division. The Company had acquired Allegro Software in December 2000 with the
intent of selling the proprietary software known as Maestro through
Focvs. The Company purchased Allegro Software at its fair market value as
an Asset Purchase. The Allegro acquisition was an asset purchase in December
2000 for 150,000 shares of post-split stock and was valued at $1,400,000. The
contract was signed in December 2000, but the majority of the shares were not
issued until February 2001. The Allegro Software could have been used without
modification utilizing an ASP distribution methodology, but was required to be
modified to be used in another platform to be competitive for sales in a
traditional market. In December 2000, the Company determined that it would not
be able to go forward with Focvs, since Focv management was unable to
secure financing for their venture and because of the rapidly declining
environment in the ASP market. The total amount of $1,400,000 was written off in
December 2000.

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 12 
Commitments:

The Company leases
its offices under long-term leases that are accounted for as operating
leases. Future minimum rental payments on all non-cancelable operating leases
with initial or remaining lease terms in excess of one year are as follows:

| | Year Ending | Amount                  
| | ----------- | ------------------------
| |             | January - December, 2002
| |             | January - December, 2003
| |             | January - December, 2004
| |             | January - December, 2005
| |             |                         
| |             |                         
| |             |                         
| |            

## Note 13 
Restated Financials:

These financial statements have
been restated for the following reasons.

|                     | Restated2001 | Original2001 | Impact
|-------------------- | ------------ | ------------ | ------
|Current Assets       |              |              | $     
|Fixed Assets         |              |              |       
|Other Assets         |              |              |       
|Current Liabilities  |              |              |       
|Other Liabilities    |              |              |       
|Stockholders' Equity |              |              |       
|Total Revenue        |              |              |       
|Total Oper. Expense  |              |              |       
|Total Other Expense  |              |              |       
|Net Profit           |              |              |       
|Basic earnings       |              |              |       
|Diluted earnings     |              |              |       
|                     |              |             

|(1) | Loans held for resale reclassified to other assets.
|--- | ---------------------------------------------------

|(2) | Due to Corporate Setup being written off in 1999, which was included in
intangible assets less applicable amortization expense taken. In accordance with
SOP 98-5, all start up costs should be expensed in the year of acquisition. This
is a reflection of the amortization expense being reversed in 2000.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Warehouse line payable reclassified to other liabilities.
|--- | ---------------------------------------------------------

|(4) | Due to expensing warrants of $126,313 and increased amortization expense of
$9,765.
|--- | -----------------------------------------------------------------------------------

---

# ENTRUST
FINANCIAL SERVICES, INC.
Notes to Financial Statements
December 31, 2001

## Note 13 
Restated Financials (Cont):

These financial statements have
been restated for the following reasons.

FOR YEAR 2000

|                     | Restated2000 | Original2000 | Impact
|-------------------- | ------------ | ------------ | ------
|Current Assets       |              |              | $     
|Fixed Assets         |              |              |       
|Other Assets         |              |              |       
|Current Liabilities  |              |              |       
|Long Term Debt       |              |              |       
|Other Liabilities    |              |              |       
|Stockholders' Equity |              |              |       
|Total Revenue        |              |              |       
|Total Oper. Expense  |              |              |       
|Net Loss             |              |              |       
|Basic earnings       |              |              |       
|Diluted arnings      |              |              |       
|                     |              |             

|(1) | Loans held for resale reclassified to other assets.
|--- | ---------------------------------------------------

|(2) | Due to Corporate Setup being written off in 1999, which was included in
intangible assets less applicable amortization expense taken. In accordance with
SOP 98-5, all start up costs should be expensed in the year of acquisition. This
is a reflection of the amortization expense being reversed in 2000.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Warehouse line payable reclassified to other liabilities.
|--- | ---------------------------------------------------------

|(4) | Reduction in amortization expense for 2000 due to Corporate Setup being written
off in 1999.
|--- | --------------------------------------------------------------------------------------------

---

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

There
were no disagreements on accounting and financial disclosures with the present
accounting firm during the reporting period.

PART III

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

The
Directors and Executive Officers of the Company, their ages and positions held
in the Company as of December 31, 2000 are as follows:

`NAME                        AGE              POSITION HELD

James Saunders               52              Chairman and Director

Scott J. Sax                 31              President and Director

Patricia W. Saunders         52              Secretary, Treasurer, Director

Richard M. Muller            48              Director

Matthew Connolly             47              Director`

The
Directors of the Company will serve in such capacity until the next annual
meeting of the Companys shareholders and until their successors have been
elected and qualified. The officers serve at the discretion of the
Companys Directors. Scott Sax is the son-in-law of James Saunders and
Patricia W. Saunders. James Saunders and Patricia W. Saunders are husband and
wife. Otherwise, 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.

James
Saunders

Mr.
Saunders has been the Companys Chairman of the Board and a Director since
2000. He has been involved with the mortgage industry since 1981 and has served
as managing director of both large retail and wholesale mortgage companies
including Southern Network Mortgage, Express Mortgage, Equityline Financial
Services, Inc., and EMB Mortgage. He has developed large commercial and
residential real estate projects and has served as President of three different
Kiwanis International chapters. Mr. Saunders has a University College Degree
from the University of Florida.

Scott
J. Sax

Mr.
Sax has been the Companys President and a Director since 1999. He has been
involved with us through Entrust Mortgage since 1999 and has also been the
President of Entrust Mortgage during this period. From 1997 to 1999, he was
Operations Manager of EMB Mortgage Corp., a private mortgage company. From 1993
to 1997, he was an officer of Investment Consultants, Inc., which did business
as Equityline Financial Services, Inc. Mr. Sax as a B.S. degree in Management
from Georgia Institute of Technology.

Patricia
W. Saunders

Ms.
Saunders has been the Companys Secretary-Treasurer and a Director since
1999. She has been involved with us through Entrust Mortgage since 1999 and has
also been the broker compliance manager of Entrust Mortgage during this period.
From 1993 to 1999, she was President of Investment Consultants, Inc., which did
business as Equityline Financial Services, Inc. From 1987 to 1992, she was
President of Administrative and Management Consulting Services, Inc. Ms.
Saunders has a B.S. degree in Marketing from the University of Florida.

---

Richard
M. Muller

Mr.
Muller has been a Director since 1999. From 1999 to the present, he has been the
Chief Financial Officer of Isotec, Incorporated, a Colorado security systems
company. From 1986 to the present, he has involved in various capacities with
Denora Corporation, a private multi-national investment company. Mr. Muller has
a B.S. degree in Business Administration from the University of
Colorado.

Matthew
Connolly

Mr.
Connolly has been a Director since 2000. He is a Certified Public Accountant. In
the 1970s, he became involved with the accounting firm of Kaufman, Rossin,
and Company. For more than the past five years, he has had his own accounting
firm. He has extensive experience with public companies and profession
qualifications in strategic planning, finance, budgeting, as well as public
company operations and valuations. Mr. Connolly has a BS degree in Accounting
from Northern Arizona University.

Advisory
Board

In
2001, the Company established an Advisory Board which has no management or
corporate governance authority but shares their experiences with the
Companys Board of Directors. The Advisory Board includes the following
members:

Ed
Alfke

Mr.
Alfke is the founder of Rent a Wreck and Practical Auto Rentals, and co founded
The Canadian Dispute Resolution Corporation. He has been the subject of in
numerous newspapers, magazines and hardback books and a case study for
University Commerce Graduate and M.B.A. Programs in Canada. He has spoken at
numerous business and Franchise symposiums on marketing and Franchise relations,
and was honored to speak at the International Conference for the
Environment in 1997, in Antwerp, Belgium. Ed received his Diploma for
The Management Course for Presidents from the Presidents Association
of New York, while building his companies.

Jan
Sather

Mr.
Sather is a former aerospace engineer at Ford Aerospace and Martin Marietta. He
has a MBA from the University of Denver and Bachelor of Science from the
University of Minnesota. Mr. Sather joined Career Marketing Associates (CMA) on
February 3, 1973 as an executive recruiter under Paul M. Riggins, the company
founder. Mr. Sather became General Manager in 1974 and owner of the company in
1985.

Mr.
Sather has developed search markets for CMA in a number of disciplines:
sales/marketing, engineering, software/information technology, manufacturing,
and general management. The market segments have cut across a broad range of
industries: biomedical equipment, mechanical equipment, mass storage, software,
consumer products and lower technology product and service companies.

Will
Rogers

Mr.
Rogers is a mortgage banking veteran who has served with National Mortgage
Corporation, Prudential Bank & Trust, Lomas & Nettleton and Shearson
Lehman Mortgage. Currently, Mr. Rogers is Executive Vice President for Megastar
Financial in charge of business development. His extensive mortgage banking
experience brings related industry expertise to Entrust.

David
Hite

Mr.
Hite has over 30 years experience in the public company arena. He is a CPA, a
licensed real estate broker, and has served as the CFO for several Fortune 500
companies. Davids knowledge, experience, and contacts have been very
helpful in assisting the company with its financial objectives and working
towards getting listed on a national securities exchange.

The
Board of Directors has established no committees.

Members
of the Board of Directors receive 1,250 shares of common stock per quarter as
compensation for their service on the Board of Directors.

Compliance with Section
16(a) of the Securities Exchange Act of 1934.

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 is not aware of any reports which
were not made on a timely basis in the last year.

---

Item 10. Executive
Compensation.

# SUMMARY
COMPENSATION TABLE

`Annual Compensation                Long Term Compensation
                                               Awards                  Payouts       
Name                                              Other        Restricted      All
 and                       Salary      Annual     Stock(1)(3)     LTIP        Other
Principal(1)(2)(3)         Compen-      Bonus     Compen-         Award(s)    Options/
Position           Year    sation($)     ($)      sation ($)
                                                                                      

James              2001     $189,437     --          --            --            --
Saunders           2000      154,038     --          --            --            --
Chairman(1)

Scott J.           2001     $190,412     --          --            --            --
Sax                2000      154,823     --          --            --            --
President(2)       1999       52,500     --          --            --            --

Patricia W.        2001     $ 37,249     --          --            --            --
Saunders           2000       34,097     --          --            --            --
Treasurer(2)       1999       20,769     --          --            --            --`

|(1) | Mr. Saunders became an officer in 2000.
|--- | ---------------------------------------

|(2) | Mr. Sax and Ms. Saunders became officers in 1999.
|--- | -------------------------------------------------

None
of the Companys Officers or Directors have stock options to acquire common
shares.

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 or options under this plan as of
December 31, 2001.

EQUITY
INCENTIVE PLAN

A
total of 250,000 shares of common stock, post split, are reserved under the
Companys Equity Incentive Plan. The Company has issued options to acquire
100,000 shares under this plan.

---

Item 10. Security
Ownership of Certain Beneficial Owners and Management.

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 February 28,
2002, was known by us to own beneficially more than five percent (5%) of its
common stock; (ii) the individual Directors; and (iii) the Officers and
Directors as a group. As of February 28, 2002, there were 2,283,277 common
shares issued and outstanding, after giving effect to a one-for-ten reverse
split of the common shares, which became effective on February 4, 2002.

`Name and Address               Amount and Nature of               Percent of
of Beneficial Owner            Beneficial Ownership (1)(2)          Class   

James Saunders                           -0-                         -0-
6795 E. Tennessee Ave.
Fifth  Floor
Denver, Colorado  80224

Scott J. Sax                           315,000(3)                   13.80%
6795 E. Tennessee Ave.
Fifth  Floor
Denver, Colorado  80224

Patricia W. Saunders                   315,000(4)                   13.80%
6795 E. Tennessee Ave.
Fifth  Floor
Denver, Colorado  80224

Richard M. Muller                        7,667                        .34%
6795 E. Tennessee Ave.
Fifth  Floor
Denver, Colorado  80224

Matthew Connolly                        17,534                        .77%
6795 E. Tennessee Ave.
Fifth  Floor
Denver, Colorado  80224

Officers and Directors                 655,201                      28.70%
as a Group (6 Persons)`

|(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) | Includes 300,000 shares owned of record. In addition, 15,000 shares are owned
in the name of the S&J Trust.
|--- | -----------------------------------------------------------------------------------------------------------

|(4) | Includes 147,000 shares owned of record. In addition, 168,000 shares owned
in the name of the Investors Trust, for which Ms. Saunders is a beneficial
owner. Mr. Saunders disclaims any beneficial ownership of all of these
shares.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 12. Certain
Relationships and Related Transactions.

The
Company has a note receivable from Mr. Scott Sax of $34,470.39 with an interest
rate of 6% payable in 8 quarterly installments beginning on April 1, 2002.

The
Company has a note receivable from Ms. Patricia Saunders of $36,298.60 with an
interest rate of 6% payable in 8 quarterly installments beginning on April 1,
2002.

---

PART IV

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
----------           -----------
+  3A       Articles of Incorporation

+  3B       Bylaws

+  3C       Articles of Amendment to change name to easy Qual.com, Inc.

+  3D       Articles of Amendment to change name to Entrust Financial Services, Inc.

+ 10A       Asset Purchase Agreement with Allegro Software, Inc.

+ 10B       Employment Agreement with Mr. Edward Nichols

+ 10C       Debenture Agreement with Bayview Marketing

+ 10D       Consultant Agreement with David Hite

  99.1      Certification by Chief Executive Officer

  99.2      Certification by Chief Financial Officer`

+ Previously Filed.

(b) Reports
on Form 8-K. The Company filed no reports on Form 8-K during the fourth
quarter of the fiscal year ended December 31, 2001.

---

# 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.

Dated: February 14, 2003      
             
             
             
             
          
            By:/s/ Scott J. Sax
    
            
             
             
             
             
             
             
            
            
          
            Scott J. Sax
    
            
            
             
             
             
             
             
             
            
          
            President
and Director

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

Dated: February 14, 2003      
             
             
             
             
          
            By:/s/ David A. Hite
    
            
             
             
             
             
             
             
            
            
          
            David A. Hite
    
            
            
             
             
             
             
             
             
            
          
            Chief
Financial and Accounting Officer,
    
            
            
             
             
             
             
             
             
            
          
            
Secretary-Treasurer and Director
    
            
             
             
             
             
            
          
            
          
           
          
             
           
             
            
 
Dated: February 14, 2003      
             
             
             
             
          
            By:/s/ Thomas Randall
    
            
             
             
             
             
             
             
            
            
          
            Thomas Randall
    
            
            
             
             
             
             
             
             
            
          
            Director
    
            
             
             
             
             
            
          
            
          
           
          
             
           
             
            
 
Dated: February 14, 2003      
             
             
             
             
          
            By:/s/ Bryson Farrill
    
            
             
             
             
             
             
             
            
            
          
            Bryson Farrill
    
            
            
             
             
             
             
             
             
            
          
            Director

---

# CERTIFICATIONS

I, Scott J. Sax, certify that:

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

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

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

Date: FEBRUARY 14, 2003

| | By: /s/  Scott J. Sax
       
  Scott J. Sax,

       
  Chief Executive Officer
| | --------------------------------------------------------------------------------

---

# CERTIFICATIONS

I, David A. Hite, certify that:

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

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

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

Date: FEBRUARY 14, 2003

| | By: /s/  David A. Hite
       
  David A. Hite,
       
  Chief Financial Officer
| | ---------------------------------------------------------------------------------

---

SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-KSB/A
EXHIBITS
TO
Entrust Financial Services, Inc.

---

INDEX TO
EXHIBITS

`Exhibit No.          Description
----------           -----------
+  3A       Articles of Incorporation

+  3B       Bylaws

+  3C       Articles of Amendment to change name to easy Qual.com, Inc.

+  3D       Articles of Amendment to change name to Entrust Financial Services, Inc.

+ 10A       Asset Purchase Agreement with Allegro Software, Inc.

+ 10B       Employment Agreement with Mr. Edward Nichols

+ 10C       Debenture Agreement with Bayview Marketing

+ 10D       Consultant Agreement with David Hite

  99.1      Certification by Chief Executive Officer

  99.2      Certification by Chief Financial Officer`

+ Previously Filed.

---