U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


                 Annual report under Section 13 or 15(d) of the
                     Securities Exchange Act of 1934 for the
                         fiscal year ended June 30, 2004

                        Commission file number: 000-31413
                                                ---------

                           Bottomline Home Loan, Inc.
                           --------------------------
                 (Name of small business issuer in its charter)


                  Nevada                                      88-0356064
                  ------                                      ----------
     (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                      Identification No.)

            201 East Huntington Drive, Suite 202, Monrovia, CA 91016
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (800) 520-5626
                                 --------------
                (Issuer's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

    Title of each class                Name of each exchange on which registered
   -------------------                 -----------------------------------------
Common Stock ($0.001 Par Value)                        None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes    X                  No
                                        ------                   ----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  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
or any amendment to this Form 10-KSB [ ].

State  issuer's  revenues for its most recent  fiscal year.  The Issuer's  total
consolidated revenues for the fiscal year ended June 30, 2004 were $3,699,333.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days. N/A

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date. At September 08, 2004, the number of
shares outstanding of the registrant's  common stock, $0.001 par value (the only
class of voting stock), was 15,539,000.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Transitional Small Business Disclosure Format (check one):  Yes         No  X
                                                                ----      ------



<PAGE>
                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
         PART I

Item 1.  Description of Business..............................................1

Item 2.  Description of Property..............................................5

Item 3.  Legal Proceedings....................................................5

Item 4.  Submission of Matters to a Vote of Security-Holders..................5

         PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.............6

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

Item 7.  Financial Statements................................................12

Item 8.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure...............................12

Item 8A. Controls and Procedures.............................................12

Item 8B. Other Information...................................................12

         PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act.................13

Item 10. Executive Compensation..............................................14

Item 11. Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters........................15

Item 12. Certain Relationships and Related Transactions......................16

Item 13. Exhibits and Reports on Form 8-K....................................17

Item 14. Principal Accountant Fee and Services...............................18

         Signatures..........................................................19


                                       i
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

This Form 10-KSB  contains  forward-looking  statements  that involve  risks and
uncertainties,  including trends in the real estate investment market, projected
leasing and sales, and future prospects.  Actual results could differ materially
from those discussed in the forward-looking statements.

History
-------

Bottomline Home Loan, Inc. (f/k/a Cyberenergy, Inc.) was formed under Nevada law
on February 15, 1996,  with the original intent of being involved in an Internet
marketing project. When that project did not materialize,  Cyberenergy, Inc. was
registered as a blank check company  suitable for  acquisition or merger with an
operating private organization.

Cyberenergy,  Inc. acquired a controlling interest in Bottomline Mortgage,  Inc.
in a Stock  Acquisition  Agreement  that  closed  in June  of  2001.  Bottomline
Mortgage,  Inc. was organized on August 29, 1989.  Cyberenergy issued 10,000,000
shares of its common stock to acquire  4,085,000 shares,  approximately  76%, of
the common stock of Bottomline  Mortgage,  Inc. from seven  stockholders of that
company.  The 10,000,000 shares issued by Cyberenergy equaled an approximate 62%
interest in the issued and outstanding  shares of its common stock.  Cyberenergy
then filed an amendment to its Articles of Incorporation to change its name from
Cyberenergy,  Inc. to Bottomline  Home Loan, Inc. This change was filed with the
State of Nevada's  Secretary of State on July 20, 2001. At that time, the number
of authorized shares of common stock was also increased to 500,000,000 shares.

As a result of the above-mentioned transaction, Bottomline Mortgage, Inc. became
an operating  subsidiary of Bottomline Home Loan, Inc.,  effective as of July 1,
2001. Our executive office is located at 201 East Huntington  Drive,  Suite 202,
Monrovia,  California  91016,  and our telephone  number is (800) 520-5626.  Our
registered  statutory office in Nevada is located at 711 S. Carson Street, Suite
1, Carson City, Nevada 89701. We use the terms "Bottomline,"  "Company" and "we"
in this  report to refer to  Bottomline  Home Loan,  Inc.,  unless  the  context
indicates otherwise.

General
-------

Bottomline Mortgage, Inc. was founded in 1989. Bottomline has focused on growing
its origination volume through the construction of a retail origination  network
as a result of internal  growth and through  operation of Internet  mortgage web
sites. Bottomline Home Loan, Inc. initially acquired a 76% ownership interest in
Bottomline  Mortgage,  Inc., which is now operated as a subsidiary of Bottomline
Home Loan,  Inc. That  ownership  percentage has increased to 83% as a result of
the  purchase  of  additional  shares of the  subsidiary.  See Item 12.  Certain
Relationships and Related Transactions.

Operation of Business after Acquisition
---------------------------------------

The primary  operations of Bottomline  consist of the mortgage  banking business
conducted by  Bottomline  Mortgage,  Inc., a majority  owned  subsidiary  of the
Company.  As  a  mortgage  bank,   Bottomline   generates  revenue  through  the
origination  and subsequent  sale of funded loans.  This revenue is made up of a
net gain on the sale of the loans and  origination  fees. The  origination  fees
include  loan-related  fees  consisting  of  origination  points,   application,
documentation and processing fees paid by the borrower.

                                       1
<PAGE>

Bottomline,  through its Global Realty division,  is also a licensed real estate
broker.  Global Realty is a network of over 130 commissioned  real estate agents
that work under  Bottomline's  real estate license in Southern  California.  The
agents pay Global Realty a monthly  membership  fee to be a member of the Global
Realty network,  in addition to a flat fee out of each  transaction  they close.
The Global Realty  network is a source of additional  mortgage loan referrals as
the agents  within the network refer many of their  customers to Bottomline  for
their mortgage needs.

The  primary  expenses  for  Bottomline's  operations  consist of  salaries  and
benefits paid to employees,  occupancy and equipment costs,  Internet  licensing
and participation fees, advertising costs, marketing, promotion, data processing
,communication costs and real estate commissions. A substantial portion of these
expenses  are  variable  in nature.  Commissions  paid to loan  originators  are
extremely variable,  while other salaries and benefits fluctuate from quarter to
quarter based on Bottomline's  assessment of the appropriate  levels of non-loan
originator  staffing,  which correlate to the current level of loan  origination
volume and the internal perception of future loan origination volume.

Seasonality  affects the mortgage industry as loan originations are typically at
their lowest levels during the first and fourth  quarters due to a reduced level
of home buying activity during the winter months.  Loan  originations  generally
increase  during the warmer  months  beginning in March and  continuing  through
October.  As a result,  Bottomline will expect higher earnings in the second and
third  quarters  and lower  earnings  in the first and  fourth  quarters  of the
calendar year.

Interest rates and economic  cycles also affect the mortgage  industry,  as loan
originations  typically fall in rising interest rate environments.  During these
periods,  refinancing  originations  decrease as higher  interest  rates provide
reduced   economic   incentives  for  borrower's  to  refinance  their  existing
mortgages.  Due to changes in the interest rate  environment over recent months,
Bottomline's  historical  performance may not be indicative of results in future
interest  rate  environments.  Recent net losses or  profits by  Bottomline  may
distort  some  ratios and  financial  statistics  and may make  period-to-period
comparisons difficult.

Bottomline offers a broad and competitive range of mortgage products that aim to
meet the mortgage  needs of all  borrowers.  These  products  include Fannie Mae
eligible loans,  alternate "A" loans,  non-prime  loans,  home equity and second
mortgage loans,  construction  loans and bridge loans.  The Bottomline  employee
base of experience and expertise in numerous types of mortgages gives Bottomline
the ability to provide a full product line in each division of its operations.

Bottomline's  network of residential loan buyers allows it to identify  specific
loan  features,  to identify a loan buyer that will purchase loans with specific
features  and to select a buyer that will accept the lowest yield for loans with
those  features.  As a  result,  Bottomline  is able to  offer a wide  range  of
products that are competitively  priced and that have many different features to
suit customers' needs.

Bottomline is presently handling the following types of loans:

         Conforming  and  Government-Insured  Fixed Rate Loans.  These  mortgage
         loans conform to the underwriting  standards  established by Fannie Mae
         or the Federal Home Loan Mortgage Corporation  (commonly referred to as
         Freddie Mac).  This product is limited to high quality  borrowers  with
         good credit  records and involves  adequate  down  payments or mortgage
         insurance.  These  loans may  qualify  for  insurance  from the Federal
         Housing Authority (FHA) or guarantees from the Veterans  Administration
         (VA).  Bottomline has been designated by the U.S. Department of Housing
         and Urban Development (HUD) as a loan  correspondent  under which loans
         are insured by the FHA and as a  supervised  lender of loans  partially

                                       2
<PAGE>

         guaranteed by the VA, allowing  Bottomline to offer FHA or VA mortgages
         to  qualified  borrowers.  FHA and VA  mortgages  must be  underwritten
         within specific governmental guidelines, which include borrower  income
         verification, asset verification,  borrower credit worthiness, property
         value and property condition.

         Jumbo Loans. Jumbo Loans are considered  non-conforming  mortgage loans
         because they have a principal  loan amount in excess of the loan limits
         set  by  Fannie  Mae  and   Freddie   Mac   (currently   $333,700   for
         single-family,  one-unit  mortgage  loans  in  the  continental  United
         States).   Bottomline  offers  Jumbo  Loans  with  creative   financing
         features,  such as the  pledging of security  portfolios.  Bottomline's
         Jumbo  Loan  program  is geared to the more  financially  sophisticated
         borrower.

         Adjustable  Rate  Mortgages  (ARM).  The ARM's  defining  feature  is a
         variable  interest  rate  that  fluctuates  over the life of the  loan,
         usually 30 years. Interest rate fluctuations are based on an index that
         is related to United States  Treasury bill rates,  regional or national
         average  costs of funds of savings  and loan  associations,  or similar
         widely  published  rates  such as LIBOR.  The period  between  the rate
         changes is called an adjustment period and may be every six months, one
         year,  three years,  five years or ten years.  Some the ARMs offered by
         Bottomline  may include  payment  caps,  which limit the interest  rate
         increase for each adjustment period.

         Alternate "A" Loans. From a credit risk standpoint,  Alternate "A" Loan
         borrowers present a risk profile  comparable to that of conforming loan
         borrowers, but present special underwriting  considerations,  such as a
         higher loan to value ratio or limited income verification.

         Non-Prime  Mortgage  Loans.  The  Non-Prime  Mortgage  Loan  focuses on
         customers whose borrowing needs are not served by traditional financial
         institutions.  Borrowers of Non-Prime  Mortgage Loans may have impaired
         or limited credit profiles,  high levels of debt service to income,  or
         other factors that disqualify them for conforming loans. By originating
         mortgage loans to borrowers with higher credit risk, Bottomline is able
         to  charge  higher   interest   rates  than  would  be  charged  for  a
         conventional  loan.  Offering  this  category  of  mortgage  loans on a
         limited  basis allows  Bottomline to provide loan products to borrowers
         with a variety of differing credit profiles.

         Home  Equity and  Second  Mortgage  Loans.  These  loans are  generally
         secured by second  liens on the real  property.  Home  equity  mortgage
         loans  can  take  the  form  of a home  equity  line of  credit,  which
         generally  bears an adjustable  interest  rate,  while second  mortgage
         loans are  closed-end  loans with fixed interest  rates.  Both types of
         loans are designed for borrowers with high credit profiles. Home equity
         lines  generally  provide for a 10- or 15-year draw period in which the
         borrower  withdraws  needed cash and pays interest only,  followed by a
         10- to 20-year  repayment  period.  Second  mortgage loans are fixed in
         amount at the time of origination and typically  amortize over 10 to 25
         years.

         Construction  Loans.  Bottomline offers a variety of construction loans
         for owner-occupied  single-family residences. These loans are available
         on a rollover  basis,  meaning that the borrower can secure funding for
         the land purchase and construction of the home, then roll the financing
         over into a permanent  mortgage loan.  During the construction  period,
         interest-only  payments are made.  Withdrawals  during the construction
         period,  to cover the costs  associated  with each stage of completion,
         are usually made in 5 to 7 disbursements.

         Bridge Loans.  The bridge loans that  Bottomline  makes are  short-term
         loans and may be used in conjunction  with other loan products.  Bridge
         loans provide a means for a borrower to obtain cash based on the equity
         of a  current  home that is on the  market  but not yet sold and to use
         that cash to purchase a new home.

                                       3
<PAGE>

Government Regulation
---------------------

The  residential  mortgage  loan  business  is  subject  to the laws,  rules and
regulations of various federal,  state and local government  agencies  regarding
the  origination,  processing,  underwriting,  sale and servicing of such loans.
These agencies  would include,  but not be limited to, HUD, FHA, VA, Fannie Mae,
Freddie  Mac and Ginnie  Mae.  These laws,  rules and  regulations,  among other
things,  limit the interest  rates,  finance  charges and other fees that may be
charged,   require   Bottomline   to   make   extensive   disclosure,   prohibit
discrimination,  and  impose  qualification  and  licensing  obligations.  These
regulations  also  impose on us various  reporting  and net worth  requirements.
Bottomline is thus also subject to inspection by these government agencies.  Our
failure to comply with these requirements could lead to, among other things, the
loss of approved status, termination of contractual rights without compensation,
demands for indemnification or mortgage loan repurchases, class action lawsuits,
and administrative enforcement actions.

The lending  involved with the retail  mortgage loans handled by Bottomline also
requires compliance with federal lending and credit  regulations,  including but
not limited to, the Federal  Truth-in-Lending  Act and  Regulation Z thereunder,
the Federal Equal Credit  Opportunity Act and Regulation B thereunder,  the Real
Estate Settlement  Procedures Act of 1974 and Regulation X thereunder,  the Home
ownership  and Equity  Protection  Act of 1994,  the Fair  Housing Act, the Home
Mortgage Disclosure Act and Regulation C thereunder, the Federal Debt Collection
Practices Act, the Fair Credit Reporting Act of 1970, and the various state laws
and regulations  imposed by the various states in which Bottomline  operates and
conducts loan activity.

Bottomline  is subject to audit  requirement  by the  various  federal and state
agencies that regulate the type of loans involved in Bottomline's operations. To
date, these audits have not revealed any material  violations and Bottomline has
not been  subject to any  sanction,  limitation,  or penalty as a result of this
oversight.  The internal  controls and  operations of Bottomline are designed to
insure  compliance  with all of these  regulations,  preparation of all required
documents and disclosures, and compliance with limitations on interest rates and
charges, all as dependent upon the particular location of a borrower.

Bottomline's  current  operations on the Internet are not  presently  subject to
direct  regulation  by  any  government  agency  in  the  United  States  beyond
mortgage-related regulations and regulations applicable to businesses generally.
A number of legislative and regulatory  proposals have been under  consideration
by federal,  state and local governmental  organizations and may lead to laws or
regulations concerning various aspects of business on the Internet, including:

         o    user privacy,

         o    taxation,

         o    content,

         o    access charges,

         o    liability for third-party activities, and

         o    jurisdiction.

                                       4
<PAGE>

The adoption of new laws or the  application  of existing  laws may decrease the
use of the  Internet,  increase  our  costs or  otherwise  adversely  affect our
business.

Regulatory and legal  requirements are subject to change.  If such  requirements
change and become more restrictive, it would be more difficult and expensive for
Bottomline  to comply and could  affect the way we conduct our  business,  which
could  adversely  impact our results of  operations.  Although we believe we are
currently in material  compliance with the laws,  rules and regulations to which
we are subject, we cannot assure you that we are, or will be, in full compliance
with applicable laws, rules and regulations.

If we cannot  comply  with  those laws or  regulations,  or if new laws limit or
eliminate  some of the  benefits of  purchasing  a mortgage,  our  business  and
results of operations may be materially adversely affected.

Competition
-----------

Bottomline's  business of retail mortgage banking and origination of residential
mortgage loans,  especially in the emerging Internet marketplace for such loans,
is highly  competitive.  Established and new entities have entered this area and
there is no reason to believe that additional operations will not enter the area
in the future. Many of the existing competing entities in this field are larger,
have greater  resources,  and more  experience  than  Bottomline,  have existing
marketing programs,  and are using  substantially  similar modes of operation in
conducting their business on a larger scale at the present time.

Employees
---------

As of  September  08,  2004,  a  total  of 152  employees  and  staff  work  for
Bottomline.  The break down is as follows:  131 commissioned real estate agents,
11 full-time  commission-only  loan  originators  and eight salaried  production
staff,  plus two  management  staff  (Buster  Williams,  Jr. and his son,  David
Williams).

ITEM 2.  DESCRIPTION OF PROPERTY

Bottomline  currently  maintains  its executive  offices at 201 East  Huntington
Drive, Suite 202, Monrovia, California 91016. The building is owned by Addmaster
Corporation,  at 201 East Huntington  Drive,  Monrovia,  CA. 91016, a nonrelated
California  Corporation.  Bottomline  pays annual rent of $77,220 for the use of
this 3,900 square foot office location.

ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any  material  legal  proceedings  and no  material  legal
proceedings  have been  threatened by us or, the best of our knowledge,  against
us.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was  submitted  to a vote of our  security  holders  during the fourth
quarter of the fiscal year ended June 30, 2004.


                                       5
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Bottomline  currently has no public trading  market.  An application on Form 211
has been  filed in an  effort to obtain a listing  on the  Nasdaq  Stock  Market
Over-the-Counter  Bulletin Board (OTCBB) for Bottomline's common stock. However,
there is no guarantee that Bottomline will obtain a listing on the OTCBB or that
a public market for  Bottomline's  securities  will develop or, if such a market
does develop, that it will continue, even if a listing on the OTCBB is obtained.

Record Holders
--------------

Bottomline Home Loan,  Inc.'s  authorized  capital stock consists of 500,000,000
shares of common stock,  par value $0.001,  of which  15,539,000  are issued and
outstanding  as of September 08, 2004.  There is authorized  preferred  stock of
5,000,000 shares,  par value of $0.001,  none of which is issued or outstanding,
and there are no options,  warrants or other instruments convertible into shares
outstanding.  The holders of the common  stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders. Holders
of the common  stock  have no  preemptive  rights and no right to convert  their
common stock into any other securities.  There are no redemption or sinking fund
provisions applicable to the common stock.

Dividends
---------

Bottomline  has  not  declared  any  dividends  since  inception  and  does  not
anticipate  paying any  dividends  in the  foreseeable  future.  The  payment of
dividends is within the  discretion of the Board of Directors and will depend on
Bottomline's  earnings,  capital  requirements,  financial condition,  and other
relevant factors.  There are no restrictions  that currently limit  Bottomline's
ability to pay dividends on its common stock other than those generally  imposed
by applicable state law.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Bottomline's   operations  are  conducted  through  its  subsidiary   Bottomline
Mortgage,  Inc.  Bottomline is an independent  retail  mortgage  banking company
primarily  engaged  in the  business  of  originating  and  selling  residential
mortgage loans. Bottomline offers a broad array of residential mortgage products
targeted primarily to  high-credit-quality  borrowers over the Internet, as well
as through 11 commission-compensated  loan originators and a network of 131 Real
Estate  agents.  Operations  are  conducted  from  Company  offices in Monrovia,
California,  San Marcos, Texas, and Phoenix, Arizona, which operate as community
loan  centers and call centers to service the 14 states in which  Bottomline  is
currently approved to originate  mortgages.  Bottomline  operates primarily as a
mortgage banker, underwriting,  funding and selling its loan products to various
buyers. During fiscal year 2004, Bottomline originated approximately $65,322,658
in loans,  of which 94.9% were first  mortgages  and 5.1% were second  mortgages
made to persons seeking to refinance their residential loans.  During the fiscal
year 2003,  approximately  $88,708,922 in loans were originated,  of which 96.6%
were  first  mortgages  and 3.4% were  second  mortgages  to owners  seeking  to
refinance.  Bottomline's last fiscal year of operation, July 1, 2003 to June 30,
2004, has shown a very positive  impact from the continuing  recruitment of Real
Estate Agents into our Global Realty network. Bottomline's revenues for the year
ended June 30,  2004,  indicate  that total  revenues are up 20.2% over the same
period in 2003. Total revenues for the year ended June 30, 2004, were $3,699,333
versus  $3,078,954 for the same period a year earlier.  Bottomline's  net income
decreased during its latest fiscal year from a net income of $276,662 in 2003 to
a net loss of $44,625 in 2004.

                                       6
<PAGE>

As a mortgage banker,  Bottomline generates revenues through the origination and
subsequent sale of funded loans.  These revenues are generated from the net gain
on the sale of those loans and interest  income  earned while the loans are held
by  Bottomline.  The  net  gain  on a sale of a loan  consists  of the net  gain
recognized from the difference  between the combined  selling price of the loan,
its related  servicing rights and the carrying value of the mortgage loans sold.
This net gain would also include the loan-related fees collected,  consisting of
application,  documentation,  commitment and processing  fees paid by borrowers.
Net interest  income  consists of the difference  between  interest  received by
Bottomline  on the  mortgage  loans  held for sale  until  the date sold and the
amount of interest paid by Bottomline  under its credit  facilities.  Bottomline
also may generate revenue from the servicing of loans sold.  Bottomline may sell
its loans on a servicing retained or servicing released basis.  Servicing rights
represent the right to receive  payments  from the  mortgagees,  administer  the
escrow accounts,  and remit the mortgage payments to the investor.  The investor
pays the servicer a  predetermined  rate in exchange for servicing the loans. If
Bottomline  retains the  servicing  rights,  it  generates  revenue  through the
servicing of the particular loan.

Prior to the funding of any loan by Bottomline, it forwards a complete loan file
to the investor to  underwrite  and approve the loan.  Its  underwriters  or its
delegated  underwriters  input the complete loan information into the investor's
automated  underwriting system, such as Fannie Mae's Desktop  Underwriter,  Indy
Mac's E-mits system or  GMAC-RFC's  Assetwise  Direct.  Once  Bottomline  has an
approved loan with all conditions as called for by the findings  report on these
automated  underwriting  systems,  Bottomline  sells the loan to the investor or
takes a commitment to deliver each loan to the investor  within a  predetermined
amount of days,  usually 15 days or less.  The  warehouse  bank will not advance
funds without a commitment and written underwriting  approval from the investor.
We then draw the loan  documents  and fund the loan with our  warehouse  line of
credit.  Within 24 to 48 hours, we ship the closed loan file to the investor and
it  completes  the  purchase  of the  loan by  forwarding  the  proceeds  to our
warehouse  bank to pay down the line of credit.  Once the warehouse bank deducts
the advanced  proceeds of the loan,  plus any warehouse  fees and  interest,  it
transfers the remaining balance of proceeds to our general account.  This entire
process from  commitment  to delivery and purchase by the investor of the closed
loan is normally completed within 15 days.

Global  Realty is a wholly  owned  division of  Bottomline  and  currently  is a
network of 131  commissioned  real estate agents that work under our real estate
license in southern California.  The agents are primarily performing residential
real estate sales and pay Global a monthly  membership fee to be a member of the
Global Realty network,  in addition to a flat fee out of each  transaction  they
close. They refer many of their customers to Bottomline for their mortgage needs
and receive an additional commission for the referral.

Expenses for the operation of  Bottomline  consist of salaries and benefits paid
to employees,  rent, equipment costs,  Internet related expenses,  licensing and
participation  fees,  advertising  costs,   marketing,   promotion  costs,  data
processing,  communication  costs and real  estate  commissions.  A  substantial
portion  of these  expenses  is  variable  in nature.  Commissions  paid to loan
originators and real estate agents are extremely variable. The commissions range
from 50% to 100% of the loan origination points and premium pricing depending on
the volume of loans sold by the individual  loan  originator  each month and the
interest  rate sold to its  customer and the current rate quoted each day by our
investors.  Other salaries and benefits  fluctuate from quarter to quarter based
on the  assessment  of the  appropriate  level of non-loan  originator  staffing
desired,  which correlates to the then-current  level of loan origination volume
and the perception of future loan origination volume.

                                       7
<PAGE>

Interest  rate and  economic  cycles also  affect the  mortgage  industry.  Loan
originations  typically  decrease in a rising interest rate environment.  During
these periods,  refinancing  originations  decrease as the higher interest rates
provide  reduced  economic  incentives for borrowers to refinance their existing
mortgages.  On the other hand,  during a period of  lowering of interest  rates,
Bottomline  may  experience  an  increase  in  the  number  of  loans  that  are
originated. It is possible that when interest rates lower by 1% or more during a
short period of time that we may also  experience  the prepayment of some of the
loans that we  originate,  due to  borrowers  refinancing  a second time to take
advantage of the lower rates.  Should this occur within the first 3 to 12 months
after the  origination  of our loan,  it may cause us to repay  service  release
premiums to lenders that we have sold the servicing rights. To date, we have not
had to repay any material service release premiums due to early prepayment. This
may not be the case in the  future.  These  factors  can  make  period-to-period
comparisons difficult.  Therefore,  Bottomline's historical earnings performance
may be of little relevance in predicting future performance.  Additionally,  the
reported financial  statistics may not be indicative of Bottomline's  results in
any future period.

By  making  simultaneous  commitments  to sell our  mortgage  products  with our
mortgage  purchasers as our borrowers  wish to lock their loans,  we are able to
eliminate our risk to changing  interest rates.  This transfers all the interest
rate  risk to the  purchaser  of the  mortgage  and  leaves us with zero risk to
changing interest rates between the commitment and closing with the borrower.

For the period 1998 through  2004,  inflation  has been  relatively  low, and we
believe it has not had a material effect on Bottomline's  results of operations.
To the extent inflation increases in the future, interest rates will also likely
rise,  which would impact the number of loans that Bottomline  originates.  This
impact would adversely affect Bottomline's future results of operations.

Seasonality  affects  the  mortgage  banking  business  of  Bottomline  as  loan
originations  are  typically at their lowest  levels  during the fall and winter
quarters  due to a reduced  level of home  buying  activity  during  the  colder
months. Loan originations typically increase during the warmer months, beginning
in March and continuing through October. As a result of these trends, Bottomline
may  experience  higher  earnings  in its first and  fourth  quarters  and lower
earnings in its second and third quarters.

The following  discussion and analysis of our financial condition and results of
operations  should be read in  conjunction  with the  Financial  Statements  and
accompanying notes and the other financial  information  appearing  elsewhere in
this Form 10-KSB. Our fiscal year end was changed to June 30, effective June 30,
2001.

The  following  information  is  based  upon  the  Consolidated   Statements  of
Operations for Bottomline Home Loan, Inc. and Bottomline  Mortgage,  Inc., now a
majority owned subsidiary of Bottomline.

Critical Accounting Policies and Estimates
------------------------------------------

The following is a discussion of our critical  accounting policies and estimates
that  management  believes  are material to an  understanding  of our results of
operations and that involve the exercise of judgment or estimates by management.

Revenue Recognition. Income from the sale of loans and servicing rights consists
of service and release premiums,  origination fees,  processing fees and certain
other income related to mortgages.  For mortgages sold,  mortgage fee income and
related  expenses are  recognized at the time the loan meets the sales  criteria
for financial assets,  which are: (1) the transferred  assets have been isolated
from Bottomline and its creditors,  (2) the transferee  (investor) has the right
to pledge  or  exchange  the  mortgage,  and (3)  Bottomline  does not  maintain

                                       8
<PAGE>

effective control over the transferred mortgage loan.  Bottomline does not carry
any mortgage loans for investment  purposes.  A firm commitment is obtained from
the investor on a loan-by-loan basis before closing a loan; therefore, each loan
is sold  virtually  at the same time it is  closed,  removing  all  exposure  to
interest rate changes. Such loans are sold at premiums or discounts depending on
the ultimate yield required by the investor.  All premiums or discounts are paid
by the investor at the time the loan is sold.  Immediately  after  closing,  the
loan  documents  are sent to the investor  endorsed in blank,  thus allowing the
holder of the loan to sell or transfer  the loan at its  discretion.  This means
title and effective  control have  transferred  to the  investor.  At such time,
revenue,  calculated  as the amount due from the  investor in excess of the loan
funded by Bottomline, is recorded.  Payment of most receivables from the sale of
loans is received within one week of closing. Because title of the loan has been
transferred,  Bottomline  is not exposed to market risk during this time period.
Bottomline  may be required to repurchase  the loans from  investors if specific
original  documents  specified by the investor are not  delivered,  if there was
fraud in the  origination  of the loan,  or if the borrower  becomes  delinquent
during the first several months after the loan is sold.  Bottomline's accounting
policy is to reserve for the estimated loan repurchases. During the fiscal years
ended June 30,  2004 and 2003,  Bottomline  did not  record any loan  repurchase
expenses.

In  connection  with the sale of mortgage  loans,  Bottomline  also may sell the
servicing rights to such loans.  Bottomline  recognizes revenue from the sale of
such  servicing  rights when an agreement  with the purchaser of such  servicing
rights exists,  ownership to such servicing  rights has been  transferred to the
purchaser,  the selling price of such servicing rights is fixed or determinable,
and collectibility is reasonably assured.  Bottomline's contracts with investors
or  servicers  that  purchase  these  rights   require   certain   warrants  and
representations  by Bottomline that guarantee the mortgages will be serviced for
a minimum of three to 12 months after they are purchased.  Should for any reason
the loan be paid off or prepaid  during the first year, the servicer may request
the return of all or a pro rata portion of the service  release  premium paid to
Bottomline.  Bottomline's  accounting  policy is to  provide  a reserve  for the
amount of fees that are estimated to be refunded to the servicers;  however,  to
date such estimates  have not been material.  During the fiscal years ended June
30, 2004 and 2003, Bottomline recorded service release premiums to a servicer of
$6,586 and $0, respectively.

Commitment  fees  received,  which  are  non-refundable  fees  that  arise  from
agreements with borrowers that obligate  Bottomline to make a loan or satisfy an
obligation under a specified condition, are initially deferred and recognized as
revenue as loans are  delivered  to  investors  or when it is  evident  that the
commitment will not be utilized.

Loan  origination  fees  received  and  direct  costs of  originating  loans are
deferred  and  recognized  as  income  or  expense  when the  loans  are sold to
investors.

Equity  Builder  finder's fees  represent  finders' fees charged to customers to
initiate  the Equity  Builder  Program  (the  program).  The program  allows the
customer to make  biweekly  payments by automatic  transfer,  which results in a
quicker  loan payoff.  Equity  Builder  revenue is  recognized  upon  Bottomline
receiving  confirmation  from the servicing agent that the loan payments will be
processed in accordance  with the program.  The unpaid  balance from the program
due from  customers at June 30, 2004 and 2003, was $84,776 and $152,107 net of a
reserve for  uncollectible  accounts of $20,000 and $0,  respectively,  which is
shown  under  the  caption  "Equity  Builder  finder's  fee  receivable"  on the
consolidated  balance  sheet.  Bottomline  stopped  initiating  customers in the
Equity Builder  Program in September  2002,  and does not  anticipate  enrolling
customers in the future.

Revenue  from  servicing  loans  is  recognized  monthly  as  the  services  are
performed.

Bottomline  originates mortgage loans for sale to the secondary market and sells
the loans on either a servicing retained or servicing  released basis.  Mortgage
servicing  rights  represent the right to receive  payments from the  mortgages,
administer the escrow accounts, and remit the mortgage payments to the investor.
The investor  pays the servicer a  predetermined  rate in exchange for servicing
the loans.  Servicing  rights are  recognized as assets based on a percentage of
the direct costs  incurred to originate the loan. The percentage of direct costs

                                       9
<PAGE>

is calculated by taking the estimated  revenue from the sale of servicing rights
divided by the total revenue from the origination of the mortgage, including the
sale of servicing  rights.  The  servicing  rights  asset is amortized  over the
expected  life of the asset,  which has been  estimated by  management  to be an
average of nine years. Mortgage servicing rights are periodically  evaluated for
impairment.  Impairment  represents  the  excess  of  unamortized  cost over its
estimated fair value.  Impairment is evaluated  based upon the fair value of the
assets, using groupings of the underlying loans as to interest rates. Fair value
is determined  using prices for similar assets with similar  characteristics  or
based upon discounted cash flows using market-based assumptions.  Any impairment
of a grouping is reported as a  valuation  allowance.  There were no  impairment
charges incurred during the years ended June 30, 2004 and 2003.

Results of  Operations  for the Fiscal Year Ended June 30, 2004,  Compared  with
--------------------------------------------------------------------------------
June 30, 2003
-------------

Revenues
--------

Bottomline  had  $3,699,333 in revenue for the year ended June 30, 2004, and had
$3,078,954  in revenue  for the year ended June 30,  2003.  This  increase  is a
result Real Estate Commissions earned from Global Realty. During fiscal 2004, we
originated  approximately $65 million of loans versus  approximately $89 million
in fiscal 2003, a decrease of 27%.

Bottomline  had loan  origination  income of  $1,088,112  in fiscal  2004 versus
$1,362,077 in fiscal 2003, a decrease of 21.1%. In addition,  we had income from
the sale of loans and servicing  rights in the amount of $683,355 in fiscal 2004
compared  with  $1,713,261  in fiscal 2003, a decrease of 60.1%.  During  fiscal
2004, we focused our efforts on loan  origination  and  establishing  the Global
Realty  network,  therefore  our revenues  from Real Estate  Commission  Revenue
increased  from $216 in 2003 to  $1,161,203 in 2004. We had income from the sale
of servicing  portfolios of $674,727 compared to $0,  respectively for the years
ended June 30, 2004 and 2003.  During April of 2003 we started retaining some of
the servicing rights on mortgages  closed.  The majority of the servicing rights
that were  previously  retained  were sold during the year ended June 30,  2004,
thus resulting in the income from the sale of servicing portfolios.

We recognized  servicing revenue of $38,315 and $1,188,  respectively during the
years ended June 30, 2004 and 2003. As noted above, during April 2003 we started
retaining  servicing rights.  The increase in servicing  revenues is due to only
servicing loans during the fourth quarter of the prior year.

Real estate commission revenue totaled $1,161,203 and $216, respectively for the
years  ended June 30,  2004 and 2003.  We did not start  recruiting  real estate
agents until the end of the prior year and  therefore  did not have any material
revenues  during the ended June 20, 2003. We currently have over 130 real estate
agents  that  operate  under our real estate  license.  Other  revenues  totaled
$53,621  and  $2,212,  respectively  for the years ended June 30, 2004 and 2003.
Other revenues  consist  primarily of monthly desk fees and web site set-up fees
charged to our real estate agents.  The increase in other revenues is due to the
increase in the number of real estate agents that we have.

                                       10
<PAGE>

Expenses
--------

Selling,  general and administrative expenses for the fiscal year ended June 30,
2004, were $550,100,  and such expenses for the fiscal year ended June 30, 2003,
were  $562,076,   an  decrease  of  $42,811  or  2.1%.   Selling,   general  and
administrative  expenses  for  2003  and  2004  consisted  of  expenses  to keep
Bottomline in good corporate standing,  fees to transfer agents, and expenses to
operate Bottomline, including rent, telephone, licensing fees, equipment leases,
accounting and legal services.

Additional  expenses in the form of salaries  and direct loan costs for the year
ended June 30, 2004, were  $1,646,034  compared to $2,095,417 for the year ended
June 30, 2003, a decrease of $449,383 or 21.4%. This decrease is attributable to
a decrease in employees and other  expenses  related to a decrease in the number
and amount of loans processed  during the year ended June 30, 2004,  compared to
the similar  period  ended June 30, 2003.  Interest  expenses of $58,418 for the
year ended June 30, 2004, compared to $75,508 for 2003. This decrease of $17,090
or 22.6% is a result of reduction in loan  balances and faster turn times on our
warehouse  line of  credit  used for  funding  of loans  and a  decrease  in the
interest  rate  charged on the  warehouse  line of credit due to the drop in the
prime rate.

Total  operating  expenses  for the year ended June 30, 2004,  were  $3,734,740,
compared  to  $2,733,001  for the year  ended  June 30,  2003,  an  increase  of
$1,020,739,  or 36.7%,  resulting  from Real Estate  commissions  paid and other
factors as stated.

Net Income/Loss
---------------

Bottomline had a net loss of $44,625 for the year ended June 30, 2004,  compared
to net income of $276,662 for the fiscal year ended June 30, 2003.  The net loss
for the current  year is a  reflection  of  decreased  business  resulting  from
reduction  in number of loans  originated  for  refinance  during the year.  The
amount of loan  originations  by Bottomline  decreased from  $88,708,922 for the
fiscal year ended June 30, 2003, to  $65,322,658  for the fiscal year ended June
30, 2004. In addition,  the cost  associated  with the recruiting of real estate
agents to build the Global Realty network to 131 agents during the last year.

Liquidity and Capital Resources of Bottomline Home Loan, Inc.
-------------------------------------------------------------

Current  cash  balances  and funds  available  to  Bottomline  under its working
capital credit  facilities,  in addition to its cash flows from operations,  are
expected to be  sufficient  to meet its  liquidity  requirements  at its current
level of operations  through at least the next 12 months following the filing of
this Form 10-KSB. Bottomline does expect to continue its plans for expansion and
for the next 12 months  believes  that cash flows from  operations  will support
those plans over that time period. At the present,  Bottomline does not have any
commitments for any additional  equity or loan  arrangements  and cannot provide
any level of assurance  that  Bottomline  would be able to obtain any additional
equity  or  loan  financing  if  needed.  Bottomline  anticipates  that  revenue
generated from its current  operations will provide  sufficient funds to satisfy
the cash needs of Bottomline through the fiscal year ending June 30, 2005.

Bottomline's  warehouse facility or line of credit presently used to fund loans,
in the amount of $3 million,  with an interest rate of prime plus 0.75%, is with
First Collateral Services.  First Collateral requires that Bottomline maintain a
minimum  tangible  net worth of $275,000 and pay a fee or penalty of 0.25% of 1%
in the event that Bottomline  fails to utilize at least 50% of the line during a
month. Loans funded by this line must be paid off or purchased within 45 days of
the funding  date.  The original  Master Loan  Warehousing  Agreement  was dated

                                       11
<PAGE>

November  27,  1998,  and is up for renewal  June 30,  2005.  The balance of the
warehouse  facility as of June 30, 2004, was  $1,765,274,  which matures on June
30, 2005, and is secured by the notes and deeds of trust from the loans that are
funded  on the line of credit  and  personal  guarantees  of the  President  and
Vice-President of Bottomline.  Bottomline anticipates rolling over the warehouse
credit facility into a new facility that will mature in June of 2006.  There can
be no  assurance  that  Bottomline  will be  successful  in renewing  the credit
facility on its maturity date of June 30, 2005. If Bottomline is not  successful
in  renewing  the  credit  facility,  it will be  unable  to  continue  its loan
origination business.

Product Research and Development
--------------------------------

We do not plan to conduct any significant research or development  activities in
the coming 12-month period.

Expected Purchase or Sale of Plant and Equipment
------------------------------------------------

We have no  current  plan to buy any  specific  additional  plant or  equipment.
However,  we are  investigating  the  possibility of renting  additional  retail
office space in several areas for  potential  additional  satellite  real estate
offices.  We are using the services of a licensed  real estate broker to suggest
potential properties for us to lease. We have investigated a number of potential
properties and are continuing to consider additional  properties.  However,  our
investigations to this point have been  preliminary,  and we have not identified
any specific property for rent.

ITEM 7.  FINANCIAL STATEMENTS

Bottomline's  audited  financial  statements  for the fiscal year ended June 30,
2004, are attached hereto as F-1 through F-18.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have  not  disagreed  on any  items  of  accounting  treatment  or  financial
disclosure with our auditors.

ITEM 8A. CONTROLS AND PROCEDURES

We  have  evaluated  the  effectiveness  of  the  design  and  operation  of our
disclosure  controls and  procedures.  Based on that  evaluation,  our principal
executive officer and principal  financial and accounting officer have concluded
that our disclosure  controls and procedures were effective as of June 30, 2004,
to ensure that  information  required to be  disclosed  by us in reports that we
file  or  submit  under  the  Securities  Exchange  Act of  1934  was  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's  rules and forms.  There were no changes  in our  internal  controls  over
financial  reporting  during our fiscal fourth quarter ended June 30, 2004, that
have materially  affected,  or are reasonably likely to materially  affect,  our
internal controls over financial reporting.

                                       12
<PAGE>

                                    PART III

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

The  following  individuals  constitute   Bottomline's  executive  officers  and
directors as of September 20, 2004:

             Name               Age               Position
             ----               ---               --------

    Buster Williams, Jr.         51               President and Director
    David Williams               29               Vice President and Director

Buster Williams, Jr. founded Bottomline Mortgage, Inc. in 1989 and has served as
its Chairman of the Board and Chief  Executive  Officer  since that time. He was
also the largest stockholder until he sold his interest to Bottomline Home Loan,
Inc. His  responsibilities  with Bottomline Home Loan,  Inc.  include  strategic
planning for Bottomline as well as overseeing the day-to-day  operations.  Prior
to his employment  with  Bottomline  Mortgage Inc., Mr.  Williams was a licensed
real estate broker,  general contractor,  appraiser and developer of real estate
over a 25-year period of time. For the three years from 1986 to 1989, he managed
the real property  division of the Department of Economic  Security of the State
of  Arizona  with  300+  facilities  and a monthly  budget  of over $15  million
dollars.

David  Williams has been employed at Bottomline  Mortgage,  Inc.  since 1997. He
currently manages  secondary  marketing and production areas. From early 1995 to
1997, David served as a property manager for Carlton Business Park,  involved in
the management of 250,000 square feet of  office/warehouse  space in the Phoenix
Metropolitan  area. He holds a B.S. in Business  Administration  with a major in
Real Estate and Finance from Arizona State University.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 and amendments  thereto furnished
to us during or  respecting  our last fiscal year ended June 30,  2004,  and any
written  representation  referred  to in  paragraph  (b)(2)(i)  of  Item  405 of
Regulation S-B, the following  directors,  officers,  beneficial  owners of more
than 10% of any class of our equity  securities,  and any other persons known to
be subject to Section 16 of the Exchange Act, have not filed, on a timely basis,
reports required by Section 16(a) of the Exchange Act:

Buster Williams and David Williams filed their initial  required reports on Form
3 on October 22, 2003.


                                       13
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table and the accompanying  notes provide summary  information for
each of the last two fiscal years  concerning  cash and noncash  compensation in
excess of $100,000 paid or accrued by officers of  Bottomline  during the fiscal
years ended June 30, 2004 and 2003:

                           Summary Compensation Table
<TABLE>
<CAPTION>

                                                                           Long Term Compensation
                                                                     ------------------------------------
                                        Annual Compensation                  Awards            Payouts
                                ------------------------------------ ------------------------ -----------
           (a)            (b)       (c)         (d)         (e)          (f)         (g)         (h)          (i)
                                                           Other                  Securities
                                                          Annual     Restricted   Underlying                  All
                                                         Compen-       Stock      Options/      LTIP        Other
        Name and                                         sation       Award(s)    SARs          Payouts      Compen-
   Principal Position     Year  Salary ($)   Bonus ($)   ($)(1)        ($)        (#)(2)         ($)        sation ($)
  ---------------------- ------------------- ----------- ----------- ------------ ----------- ----------- ------------
<S>                       <C>     <C>                <C>    <C>             <C>           <C>         <C>        <C>
  Buster Williams, Jr.    2004    $148,000           --     $24,978          --           --          --          --
    CEO and Director      2003     108,500           --       4,000          --           --          --          --

  David Williams          2004     $75,000           --     $62,237          --           --          --          --
    Vice President and    2003      62,000           --         600          --           --          --          --
    Director
</TABLE>

Compensation of Directors
-------------------------

Both of our directors are employees of  Bottomline  and are not  compensated  as
directors in addition to the compensation they receive as employees. We have not
entered into written employment agreements with our executive officers.



                                       14
<PAGE>

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

The following table sets forth certain  information  concerning the ownership of
Bottomline's  common stock as of September  27, 2004,  with respect to: (i) each
person known to Bottomline to be the beneficial  owner of more than five percent
of  Bottomline's  common  stock;  (ii) all  directors;  and (iii)  directors and
executive  officers  of  Bottomline  as a  group.  The  notes  accompanying  the
information in the table below are necessary for a complete understanding of the
figures provided below. As of September 27, 2004,  there were 15,539,000  shares
of common stock issued and outstanding.

<TABLE>
<CAPTION>

                 Name of Person or Group                   Nature of Ownership(1)       Amount        Percent
                 -----------------------                   ----------------------       ------        -------
<S>                                                        <C>                         <C>              <C>
Principal Stockholders:
  Puma Strategies LLC...................................   Common Stock                  862,377         5.6
  930 West Newport
  Chicago, IL 60657

Directors:
  Buster Williams, Jr.(2)...............................   Common Stock                8,428,722        54.2
  201 East Huntington Drive, Suite 202
  Monrovia, CA  91016

  David Williams(3).....................................   Common Stock                2,761,322        17.8
  201 East Huntington Drive, Suite 202
  Monrovia, CA  91016

  All Executive Officers and                                                            ________        72.0
  Directors as a Group (2 persons):.....................   Common Stock               11,190,044
</TABLE>

------------------
(1)      Includes  shares  held by entities  in which the  individual  or entity
         shares voting,  investment,  and dispositive power. Except as otherwise
         noted,  however,  shares are owned beneficially and of record, and such
         record stockholder has sole voting, investment, and dispositive power.

(2)      Consists of 8,134,965 shares held by Buster Williams,  Jr., and 293,757
         shares  held by his  wife,  Mei  Chen.  Buster  Williams,  Jr.,  is the
         President  and a  director  of  Bottomline  and  the  father  of  David
         Williams.

(3)      Consists of 2,504,285  shares held by David Williams and 257,037 shares
         held by his wife,  Caitlin  Rabanera.  David  Williams is a director of
         Bottomline and the son of Buster Williams, Jr.


                                       15
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As a result of a settlement  agreement with a minority stockholder of Bottomline
Mortgage,  Inc.,  Buster  Williams,  Jr., in his  personal  capacity,  agreed to
purchase  715,000  shares of stock in that entity from the minority  stockholder
over a 30-month period. During the fiscal year ended June 30, 2004, Mr. Williams
purchased  200,000  shares of stock  pursuant to that  agreement  for a price of
$0.24 per share.  During  that  period,  Bottomline  purchased  200,000 of those
shares from Mr.  Williams at a price of $0.24 per share in an effort to increase
its  ownership  interest  in its  subsidiary.  As a  result,  at June 30,  2004,
Bottomline's  ownership interest in its subsidiary  increased from approximately
76% to approximately 83%.

In October 2003,  Buster Williams Jr. our President and Director  purchased from
Richard Surber  1,291,635 shares of Bottomline Home Loan, Inc. common stock at a
price of $0.0194 per share.


                                       16
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits. The following exhibits,  which are required to be attached by
         Item 601 of Regulation S-B, are incorporated herein by this reference.
<TABLE>
<CAPTION>

    Exhibit
     Number                                    Title of Document                                       Location
---------------- ------------------------------------------------------------------------------- ---------------------
<S>              <C>                                                                             <C>

    Item 3       Articles of Incorporation and Bylaws
---------------- ------------------------------------------------------------------------------- ---------------------
     3.01        Articles of Incorporation of Cyberenergy, Inc. filed February 15, 1996          Incorporated by
                                                                                                 reference(1)
     3.02        Amendment to the Articles of Incorporation of Cyberenergy, Inc. filed           Incorporated by
                 December 15, 1999                                                               reference(1)
     3.03        Amendment to the Articles of Incorporation of Cyberenergy, Inc. (name change    Incorporated by
                 to Bottomline Home Loan, Inc.) filed July 20, 2001                              reference(2)
     3.04        Bylaws adopted December 31, 1999                                                Incorporated by
                                                                                                 reference(1)

    Item 4       Instruments Defining the Rights of Security Holders
---------------- ------------------------------------------------------------------------------- ---------------------
     4.01        Employee Benefit Plan adopted December 14, 1999                                 Incorporated by
                                                                                                 reference(1)

    Item 10      Material Contracts
---------------- ------------------------------------------------------------------------------- ---------------------
     10.01       Stock Purchase Agreement between Buster Williams,  Jr. and Cyberenergy,  Inc.,  Incorporated by
                 dated April 2001                                                                reference(2)
     10.02       Stock Acquisition Agreement between and among Cyberenergy, Inc. and Buster      Incorporated by
                 Williams, Jr., David Williams, Mei Chen Caitlin Rabanera, Matt Morris, Sandra   reference(2)
                 Jorgensen and Athena V. Killeen dated May 2001
     10.03       Stock Purchase  Agreement  between and among  Cyberenergy,  Inc. and Torchmail  Incorporated by
                 Communications, Inc. dated June 2001                                            reference(2)


    Item 31      Rule 13a-14(a)/15d14(a) Certifications
     31.01       Certification of Chief Executive  Officer and Chief Financial Officer Pursuant  Attached
                 to Rule 13a-14
    Item 32      Section 1350 Certifications
     32.01       Certification of Chief Executive  Officer and Chief Financial Officer Pursuant  Attached
                 to 18  U.S.C.  Section  1350,  as  Adopted  Pursuant  to  Section  906  of the
                 Sarbanes-Oxley Act of 2002
--------------------
</TABLE>

(1)      Incorporated by reference from the registration statement on Form 10-SB
         filed August 30, 2000, SEC File No. 000-31413.

(2)      Incorporated by reference from the annual report on Form 10-KSB for the
         fiscal year ended June 30, 2001, filed September 21, 2001.



                                       17
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees
----------

         The  aggregate  fees billed by Tanner + Co. for  professional  services
rendered for the audit of our annual  financial  statements  for the fiscal year
ended June 30, 2004, and for the reviews of the financial statements included in
our  quarterly  reports on Form 10-QSB for that fiscal  year were  $22,050.  The
aggregate fees billed by Tanner + Co. for professional services rendered for the
audit of our annual  financial  statements  for the  fiscal  year ended June 30,
2003, and for the reviews of the financial  statements included in our quarterly
reports on Form 10-QSB for that fiscal year were $26,695.

Audit Related Fees
------------------

         Tanner + Co. did not bill us for any  professional  services  that were
reasonably  related  to the  performance  of the audit or  review  of  financial
statements  for either the fiscal year ended June 30,  2004,  or the fiscal year
ended June 30, 2003, that are not included under "Audit Fees" above.

Tax Fees
--------

         The  aggregate  fees billed by Tanner + Co. for  professional  services
rendered for tax compliance,  tax advice,  and tax planning for the fiscal years
ended June 30, 2004, and June 30, 2003, were $700 and $660, respectively.

All Other Fees
--------------

         Tanner + Co. did not  perform  any  services  for us or charge any fees
other than the  services  described  above under "Audit Fees" and "Tax Fees" for
either the fiscal  year ended June 30,  2004,  or the fiscal year ended June 30,
2003.

         The  engagements of Tanner + Co. to perform all of the  above-described
services were approved by the board of directors, acting as the audit committee,
before we entered into the engagements, and the policy of the board of directors
is to  require  that  all  services  performed  by the  independent  auditor  be
preapproved by the board of directors before the services are performed.

                                       18
<PAGE>


SIGNATURES

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized, this _____ day of September, 2004.




                                        Bottomline Home Loan, Inc.

                                        /s/Buster Williams, Jr.
                                        --------------------------
                                        Name: Buster Williams, Jr.
                                        Title: President and CEO




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

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



/s/Buster Williams, Jr.    President, CEO and Director        September 29, 2004
-----------------------
Buster Williams, Jr.




/s/David Williams          Vice President and Director        September 29, 2004
-----------------------
David Williams


                                       19


<PAGE>

BOTTOMLINE HOME LOAN, INC.
Consolidated Financial Statements
June 30, 2004 and 2003


<PAGE>


                                                REPORT OF INDEPENDENT REGISTERED
                                                          PUBLIC ACCOUNTING FIRM




To the Board of Directors of
Bottomline Home Loan, Inc.


We have audited the accompanying  consolidated  balance sheet of Bottomline Home
Loan, Inc. as of June 30, 2004 and 2003, and the related consolidated statements
of  operations,  stockholders'  equity and cash flows for the years then  ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Bottomline Home Loan, Inc. as
of June 30, 2004 and 2003,  and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.


/s/Tanner + Co.


Salt Lake City, Utah
August 11, 2004


<PAGE>
<TABLE>
<CAPTION>
                                                                    BOTTOMLINE HOME LOAN, INC.
                                                                    Consolidated Balance Sheet

                                                                                      June 30,
----------------------------------------------------------------------------------------------


        Assets
        ------                                                         2004              2003
                                                              --------------------------------
<S>                                                           <C>               <C>
Current assets:
  Cash and cash equivalents                                   $       272,599   $      428,261
  Restricted cash                                                       8,114           17,909
  Receivables from sales of loans                                   1,912,626        3,638,547
  Mortgage servicing rights, net                                       42,218          139,277
  Prepaids and other current assets                                     4,005            3,076
                                                              --------------------------------

        Total current assets                                        2,239,562        4,227,070

Property and equipment, net                                           152,651           85,072
Equity builder finder's fee receivable, net                            84,776          152,107
Other assets                                                           16,087           14,327
                                                              --------------------------------

        Total assets                                          $     2,493,076   $    4,478,576
                                                              --------------------------------

----------------------------------------------------------------------------------------------

        Liabilities and Stockholders' Equity
        ------------------------------------

Current liabilities:
  Warehouse line of credit                                    $     1,765,274   $    3,461,972
  Note payable                                                              -           97,757
  Accounts payable and accrued expenses                               171,326          264,025
  Current maturities of long-term debt                                 25,060           15,806
                                                              --------------------------------

        Total current liabilities                                   1,961,660        3,839,560

Long-term debt                                                         37,945           43,780
                                                              --------------------------------

        Total liabilities                                           1,999,605        3,883,340
                                                              --------------------------------

Minority interest                                                      85,907          120,932
                                                              --------------------------------

Commitments and contingencies                                               -                -

Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares                          -                -
  authorized; 0 shares issued and outstanding
Common stock, $.001 par value, 500,000,000 shares
  authorized; 15,539,000 shares issued and outstanding                 15,539           15,539
Additional paid-in capital                                            634,391          656,506
Accumulated deficit                                                  (242,366)        (197,741)
                                                              --------------------------------

        Total stockholders' equity                                    407,564          474,304
                                                              --------------------------------

        Total liabilities and stockholders' equity            $     2,493,076   $    4,478,576
                                                              --------------------------------





----------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                               F-1

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                    BOTTOMLINE HOME LOAN, INC.
                                                          Consolidated Statement of Operations

                                                                          Years Ended June 30,
----------------------------------------------------------------------------------------------

                                                                  2004              2003
                                                              --------------------------------
<S>                                                           <C>               <C>
Revenues:
  Income from sale of  loans and servicing rights             $       683,355   $    1,713,261
  Origination fee revenue                                           1,088,112        1,362,077
  Income from sale of servicing portfolio                             674,727                -
  Real estate commission revenue                                    1,161,203              216
  Servicing revenue                                                    38,315            1,188
  Other revenue                                                        53,621            2,212
                                                              --------------------------------

        Total revenues                                              3,699,333        3,078,954
                                                              --------------------------------

Operating expenses:
  Salaries and direct loan costs                                    1,646,034        2,095,417
  Cost of servicing portfolio sold                                    378,965                -
  Real estate commissions paid                                      1,101,223                -
  Interest                                                             58,418           75,508
  General and administrative                                          550,100          562,076
                                                              --------------------------------

        Total operating expenses                                    3,734,740        2,733,001
                                                              --------------------------------

        (Loss) income from operations                                 (35,407)         345,953
                                                              --------------------------------

Other income (expense):
  Other income                                                            929                -
                                                              --------------------------------

        Total other income (expense)                                      929                -
                                                              --------------------------------

        Net income before minority interest
          and taxes                                                   (34,478)         345,953

Income tax expense                                                    (19,287)               -

Minority share of loss (income)                                         9,140          (69,291)
                                                              --------------------------------

Net (loss) income                                             $       (44,625)  $      276,662
                                                              --------------------------------

Net (loss) income per common share
  - basic and diluted                                         $             -   $         0.02
                                                              --------------------------------

Weighted average shares outstanding
  - basic and diluted                                              15,539,000       15,539,000
                                                              --------------------------------


----------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                               F-2

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                                          BOTTOMLINE HOME LOAN, INC.
                                                                                      Consolidated Statement of Stockholders' Equity

                                                                                                  Years Ended June 30, 2004 and 2003
------------------------------------------------------------------------------------------------------------------------------------





                                   Preferred Stock             Common Stock            Additional
                                ----------------------------------------------------    Paid-in          Accumulated
                                   Shares     Amount       Shares          Amount       Capital            Deficit          Total
                                ----------------------------------------------------------------------------------------------------

<S>                                    <C>      <C>      <C>              <C>            <C>              <C>             <C>
Balance, July 1, 2002                  -        $ -      16,039,000       $ 16,039       $ 716,383        $ (474,403)     $ 258,019

Return of Company stock
  due to rescission                    -          -        (500,000)          (500)        (12,000)                -        (12,500)

Buy-back of subsidiary
  common stock                         -          -               -              -         (82,000)                -        (82,000)

Change in minority
interest due to buy-
back of subsidiary stock               -          -               -              -          34,123                 -         34,123

Net income                             -          -               -              -               -           276,662        276,662
                                ----------------------------------------------------------------------------------------------------

Balance, June 30, 2003                 -          -      15,539,000         15,539         656,506          (197,741)       474,304

Buy-back of subsidiary
common stock                           -          -               -              -         (48,000)                -        (48,000)

Change in minority
interest due to buy-
back of subsidiary stock               -          -               -              -          25,885                 -         25,885

Net loss                               -          -               -              -               -           (44,625)       (44,625)
                                ----------------------------------------------------------------------------------------------------

Balance, June 30, 2004                 -        $ -      15,539,000       $ 15,539       $ 634,391        $ (242,366)     $ 407,564
                                ----------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                                                     F-3

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                                 BOTTOMLINE HOME LOAN, INC.
                                                                       Consolidated Statement of Cash Flows

                                                                                       Years Ended June 30,
-----------------------------------------------------------------------------------------------------------


                                                                               2004              2003
                                                                        -----------------------------------
<S>                                                                     <C>                <C>
Cash flows from operating activities:
  Net (loss) income                                                     $       (44,625)   $        276,662
  Adjustments to reconcile net (loss) income to net cash
    provided by operating activities:
        Depreciation and amortization                                            28,463              16,804
        Bad debt expense on equity finder's fee receivable                       20,000                   -
        Minority interest in net (loss) income                                   (9,140)             69,291
        Decrease (increase) in:
          Receivables from sales of loans                                     1,725,921          (2,771,836)
          Equity builder finder's fee receivable                                 47,331             201,633
          Prepaid and other current assets                                         (929)             11,299
          Mortgage servicing rights                                              97,059            (139,277)
          Other assets                                                           (1,760)             (4,501)
        Increase (decrease) in:
          Accounts payable and accrued expenses                                 (92,699)            195,766
          Net change in warehouse line of credit                             (1,696,698)          2,679,834
                                                                        -----------------------------------

              Net cash provided by operating activities                          72,923             535,675
                                                                        -----------------------------------

Cash flows from investing activities:
  (Increase) decrease in restricted cash                                          9,795             (17,909)
  Purchase of property and equipment                                            (71,160)             (2,112)
                                                                        -----------------------------------

              Net cash used in investing activities                             (61,365)            (20,021)
                                                                        -----------------------------------

Cash flows from financing activities:
  Payment of note payable                                                       (97,757)           (255,983)
  Payments of long-term debt                                                    (21,463)            (23,438)
  Buy-back of subsidiary common stock                                           (48,000)            (82,000)
                                                                        -----------------------------------

              Net cash used in financing activities                            (167,220)           (361,421)
                                                                        -----------------------------------

Net (decrease) increase in cash and cash equivalents                           (155,662)            154,233

Cash and cash equivalents at beginning of year                                  428,261             274,028
                                                                        -----------------------------------

Cash and cash equivalents at end of year                                $       272,599    $        428,261
                                                                        -----------------------------------



-----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                            F-4

</TABLE>

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements

                                                          June 30, 2004 and 2003
--------------------------------------------------------------------------------


1.   Summary of         Nature of Business
     Significant        The Company was incorporated under the laws of the State
     Accounting         of Nevada on February 15, 1996 as CyberEnergy,  Inc. The
     Policies           name of the Company was changed to Bottomline Home Loan,
                        Inc. on May 4, 2001.  The  Company  was a  developmental
                        stage company until June 27, 2001,  when it acquired 76%
                        of the outstanding common stock of Bottomline  Mortgage,
                        Inc.  The  transaction  was  accounted  for as a reverse
                        acquisition, therefore, the historical results presented
                        in the  financial  statements  are  those of  Bottomline
                        Mortgage,  Inc., the accounting  acquirer,  through June
                        27, 2001, after which historical  results  represent the
                        combined entity. The ownership  percentage has increased
                        to  83%  as  a  result  of  the  Company's  purchase  of
                        additional  shares  of  its  subsidiary.   The  Company,
                        primarily through its subsidiary,  Bottomline  Mortgage,
                        Inc.,  assists  individuals,   brokers,  and  others  in
                        obtaining long-term trust deed (mortgage) financing. The
                        Company  processes  loan   applications,   effects  loan
                        underwriting  and  receives  purchase  commitments  from
                        investor  groups  for  mortgage  backed  loans  prior to
                        funding the loans,  primarily at its corporate office in
                        Monrovia,   California.   Loan   applications  are  also
                        solicited  and received at office  locations in Phoenix,
                        Arizona;   and   Clearwater   Florida.   The   Company's
                        subsidiary  is a loan  correspondent,  as defined by the
                        U.S.  Department of Housing and Urban Development (HUD),
                        and is  therefore  required  to conform  to certain  net
                        worth,   liquid   assets   and  other   conditions   and
                        requirements and to follow certain specific  regulations
                        issued from time to time by HUD.

                        The Company,  through its Global Realty  division,  is a
                        licensed real estate broker.  Global Realty is a network
                        of over 130  commissioned  real estate  agents that work
                        under the  Company's  real  estate  license in  Southern
                        California.  The  agents  pay  Global  Realty a  monthly
                        membership  fee  to be a  member  of the  Global  Realty
                        network,   in  addition  to  a  flat  fee  out  of  each
                        transaction they close.

                        Principles of Consolidation
                        The  accompanying   consolidated   financial  statements
                        include  the  accounts  of  Bottomline  Home Loan,  Inc.
                        (formerly known as Cyberenergy,  Inc.) and its 83%-owned
                        subsidiary,  Bottomline Mortgage, Inc. Minority interest
                        represents minority shareholders' proportionate share of
                        the equity in Bottomline Mortgage,  Inc. All significant
                        intercompany balances and transactions are eliminated.

--------------------------------------------------------------------------------
                                                                             F-5
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


1.   Summary of         Estimates
     Significant        The  preparation  of financial  statements in conformity
     Accounting         with  accounting  principles  generally  accepted in the
     Policies           United  States of America  requires  management  to make
     Continued          estimates and assumptions  that affect certain  reported
                        amounts and  disclosures.  Accordingly,  actual  results
                        could differ from those estimates.

                        Cash and Cash Equivalents
                        The  Company   considers   all  deposits   with  initial
                        maturities   of  three   months   or  less  to  be  cash
                        equivalents.

                        Concentration of Credit Risk
                        The   Company's    primary   business   is   originating
                        conventional  mortgage loans and mortgage loans based on
                        HUD Title II  regulations.  As an approved  HUD Title II
                        loan   correspondent,   the  Company's   subsidiary  HUD
                        mortgages are insured by FHA. Title II regulations limit
                        the size of individual loans to specific dollar amounts,
                        and    contain     guidelines     regarding     borrower
                        credit-worthiness.   Company  management   believes  the
                        credit  risk  associated  with  specific  borrowers  and
                        geographic concentrations is not significant.

                        The Company  maintains  cash in bank  deposit  accounts,
                        which at times may exceed federally insured limits.  The
                        Company has not  experienced any losses in such accounts
                        and believes it is not exposed to any significant credit
                        risk on cash and cash equivalents.

                        Financial  instruments,  which  potentially  subject the
                        Company  to   concentration   of  credit  risk   include
                        receivables from investors and customers.  In the normal
                        course of business, the Company provides credit terms to
                        investors  and  customers.   Accordingly,   the  Company
                        performs  ongoing  credit  evaluations  of investors and
                        customers.

                        Interest Rate Risk
                        The Company is subject to risk  associated with changing
                        interest rates. Changing rates may impair the ability of
                        the Company to market its mortgage products. The Company
                        mitigates  this risk by offering  products that transfer
                        this risk to purchasers.

                        Earnings Per Share
                        The  computation  of basic  earnings per common share is
                        based  on  the   weighted   average   number  of  shares
                        outstanding during each year.

--------------------------------------------------------------------------------
                                                                             F-6
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


1.   Summary of         Earnings Per Share - Continued
     Significant        The computation of diluted  earnings per common share is
     Accounting         based  on  the   weighted   average   number  of  shares
     Policies           outstanding  during  the  year  plus  the  common  stock
     Continued          equivalents  which  would arise from the  conversion  of
                        debt or equity instruments convertible into common stock
                        and  the   exercise  of  stock   options  and   warrants
                        outstanding  using the  treasury  stock  method  and the
                        average  market price per share during the year.  Common
                        stock  equivalents  are not  included in the diluted per
                        share calculation when their effect is antidilutive.  As
                        of June 30,  2004 and 2003,  the  Company  had no common
                        stock equivalents outstanding.

                        Mortgage Servicing Rights
                        The Company  originates  mortgage  loans for sale to the
                        secondary  market  and  sells  the  loans  on  either  a
                        servicing   retained  or   servicing   released   basis.
                        Servicing rights represent the right to receive payments
                        from the mortgagees,  administer the escrow accounts and
                        remit  the  mortgage  payments  to  the  investor.   The
                        investor  pays  the  servicer  a  predetermined  rate in
                        exchange for servicing the loans.  Servicing  rights are
                        recognized as assets based on a percentage of the direct
                        costs  incurred to originate the loan. The percentage of
                        direct  costs is  calculated  by  taking  the  estimated
                        revenue from the sale of the servicing rights divided by
                        the total revenue from the  origination of the mortgage,
                        including sale of servicing rights. The servicing rights
                        asset is amortized  over the expected life of the asset,
                        which has been  estimated by management to be an average
                        of   nine   years.   Mortgage   servicing   rights   are
                        periodically   evaluated  for   impairment.   Impairment
                        represents  the  excess  of  unamortized  cost  over its
                        estimated fair value. Impairment is evaluated based upon
                        the fair value of the  assets,  using  groupings  of the
                        underlying  loans as to  interest  rates.  Fair value is
                        determined  using prices for similar assets with similar
                        characteristics  or based  upon  discounted  cash  flows
                        using  market-based  assumptions.  Any  impairment  of a
                        grouping is reported  as a  valuation  allowance.  There
                        were no  impairment  charges  incurred  during the years
                        ended June 30, 2004 and 2003.

--------------------------------------------------------------------------------
                                                                             F-7
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


1.   Summary of         Property and Equipment
     Significant        Property   and   equipment   are   recorded   at   cost.
     Accounting         Depreciation  and amortization on property and equipment
     Policies           and capital  leases are  computed  on the  straight-line
     Continued          method over the  estimated  useful  lives of the assets,
                        which are  estimated  to be between four and seven years
                        or term of the capital lease. Maintenance,  repairs, and
                        renewals,  which neither  materially add to the value of
                        the assets nor  appreciably  prolong  their  lives,  are
                        charged to expense as  incurred.  Gains and losses  from
                        dispositions  of  fixed  assets  are  reflected  in  the
                        Statement of Income.

                        Recognition of Mortgage Fee Income
                        Mortgage  fee income  consists  of service  and  release
                        premiums,  origination fees, processing fees and certain
                        other income related to mortgages.  For mortgages  sold,
                        mortgage fee income and related  expenses are recognized
                        at the  time the  loan  meets  the  sales  criteria  for
                        financial  assets which are; (1) the transferred  assets
                        have been isolated  from the Company and its  creditors,
                        (2) the transferee (investor) has the right to pledge or
                        exchange  the  mortgage,  and (3) the  Company  does not
                        maintain effective control over the transferred mortgage
                        loan.  The Company does not carry any mortgage loans for
                        investment  purposes. A firm commitment is obtained from
                        the investor on a  loan-by-loan  basis before  closing a
                        loan,  therefore each loan is sold virtually at the same
                        time it is closed,  removing  exposure to interest  rate
                        changes.  The  loans  are  sold  on a pure  pass-through
                        basis,  meaning there is no yield  differential  between
                        the loan rate less  servicing  fees and the yield to the
                        purchaser  of the loan.  Such loans are sold at premiums
                        or discounts depending on the ultimate yield required by
                        the investor.  All premiums or discounts are paid by the
                        investor at the time the loan is sold. Immediately after
                        closing,  the loan  documents  are sent to the  investor
                        endorsed in blank,  thus allowing the holder of the loan
                        to sell or  transfer  the loan at its  discretion.  This
                        means that title and effective  control have transferred
                        to the investor.  At such time,  revenue,  calculated as
                        the amount due from the  investor  in excess of the loan
                        funded by the  Company,  is  recorded.  Payment  of most
                        receivables  from the sale of loans is  received  within
                        one  week of  closing.  Because  title  of the  loan has
                        transferred,  the  Company is not exposed to market risk
                        during this time period.


--------------------------------------------------------------------------------
                                                                             F-8
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


1.   Summary of         Recognition of Mortgage Fee Income - Continued
     Significant        In  connection  with the  sale of  mortgage  loans,  the
     Accounting         Company  may also  sell  the  servicing  rights  to such
     Policies           loans. The Company  recognizes  revenue from the sale of
     Continued          such  servicing   rights  when  an  agreement  with  the
                        purchaser of such servicing rights exists,  ownership to
                        such  servicing  rights  has  been  transferred  to  the
                        purchaser, the selling price of such servicing rights is
                        fixed or determinable,  and collectibility is reasonable
                        assured.  The  Company's  contracts  with  investors  or
                        servicers  that purchase  these rights  require  certain
                        warrants  and   representations  by  the  Company  which
                        guarantee the  mortgages  will be serviced for a minimum
                        of three to  twelve  months  after  they are  purchased.
                        Should  for any  reason  the loan be paid off or prepaid
                        during the first  year,  the  servicer  may  request the
                        return  of all or a  pro-rated  portion  of the  service
                        release  premium  paid  to the  Company.  The  Company's
                        accounting policy is to provide a reserve for the amount
                        of  fees  that  are  estimated  to be  refunded  to  the
                        servicers.   To  date,  such  estimates  have  not  been
                        material. During the years ended June 30, 2004 and 2003,
                        the Company did not refund any service release  premiums
                        to a servicer.

                        Commitment fees received (non-refundable fees that arise
                        from agreements with borrowers that obligate the Company
                        to  make  a  loan  or  satisfy  an  obligation  under  a
                        specified   condition)   are   initially   deferred  and
                        recognized   as  revenue  as  loans  are   delivered  to
                        investors,  or when it is  evident  that the  commitment
                        will not be utilized.

                        Loan  origination  fees  received  and  direct  costs of
                        originating  loans are deferred and recognized as income
                        or expense when the loans are sold to investors.

                        Mortgage   loans  are   primarily   funded  by   lending
                        institutions under warehouse line of credit agreements.

                        Recognition of Loan Servicing Income
                        The Company  recognizes  revenue  from  servicing  loans
                        monthly as the services are performed.

--------------------------------------------------------------------------------
                                                                             F-9
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


1.   Summary of         Real Estate Commission Revenue
     Significant        Real estate  commissions  are recognized at the point at
     Accounting         which all  Company  services  have been  performed,  and
     Policies           title to real property has passed from seller to buyer.
     Continued
                        Recognition of Equity Builder Finder's Fees
                        Equity  builder  finder's fees represent fees charged to
                        customers  to initiate the Equity  Builder  Program (the
                        program).  The  program  allows  the  customer  to  make
                        bi-weekly payments by automatic transfer,  which results
                        in a quicker  loan  payoff.  Equity  builder  revenue is
                        recognized upon the Company receiving  confirmation from
                        the  servicing  agent  that  the loan  payments  will be
                        processed in  accordance  with the  program.  The unpaid
                        balance from the program due from  customers at June 30,
                        2004 and  2003  was  $84,776  and  $152,107,  net of the
                        allowance for  uncollectible  receivables of $20,000 and
                        $0,  respectively,  which is  shown  under  the  caption
                        "equity builder  finder's fee receivable" on the balance
                        sheet.

                        Impairment of Long-Lived Assets
                        The Company reviews its long-lived assets for impairment
                        whenever  events or  changes in  circumstances  indicate
                        that  the  carrying  amount  of the  assets  may  not be
                        recoverable  through  undiscounted future cash flows. If
                        it is determined  that an  impairment  loss has occurred
                        based on expected cash flows, such loss is recognized in
                        the statement of income.

                        Income Taxes
                        Deferred   taxes  are  computed   using  the  asset  and
                        liability method.  Under the asset and liability method,
                        deferred tax assets and  liabilities  are recognized for
                        future  tax  consequences  attributable  to  differences
                        between  the  financial  statement  carrying  amounts of
                        existing assets and liabilities and their respective tax
                        bases.  Deferred tax assets and liabilities are measured
                        using  enacted  tax rates  expected  to apply to taxable
                        income in the years in which those temporary differences
                        are expected to be  recovered or settled.  The effect on
                        deferred tax assets and  liabilities  of a change in tax
                        rates  is  recognized  in  income  in  the  period  that
                        includes the enactment date.


--------------------------------------------------------------------------------
                                                                            F-10
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


1.   Summary of         Stock Based Compensation
     Significant        The Company accounts for stock-based  compensation under
     Accounting         the  recognition  and  measurement   principles  of  APB
     Policies           Opinion  No.  25,   Accounting   for  Stock   Issued  to
     Continued          Employees, and related interpretations.  The Company has
                        adopted  SFAS  No.  123,   "Accounting  for  Stock-Based
                        Compensation". In accordance with the provisions of SFAS
                        123,  the  Company  has  elected  to  continue  to apply
                        Accounting  Principles Board Opinion No. 25, "Accounting
                        for Stock Issued to  Employees"  ("APB Opinion No. 25"),
                        and related  interpretations in accounting for its stock
                        option plans.  As of June 30, 2004,  the Company did not
                        have any stock options outstanding.

                        Advertising
                        The  Company  expenses  advertising  costs  as they  are
                        incurred. During the years ended June 30, 2004 and 2003,
                        the  Company had  advertising  expenses  aggregating  to
                        $25,433 and $53,745, respectively.

                        Reclassifications
                        Certain  amounts in the 2003 financial  statements  have
                        been  reclassified  to conform with the  presentation of
                        the current year financial statements.


2.   Property           Property  and  equipment  consists  of  the following as
     and                of June 30:
     Equipment
                                               2004             2003
                                         -----------------------------------

 Furniture and equipment                 $        249,890   $       153,848
 Less accumulated depreciation                    (97,239)          (68,776)
                                         -----------------------------------

                                         $        152,651   $        85,072
                                         -----------------------------------


--------------------------------------------------------------------------------
                                                                            F-11
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


3.   Warehouse          The  Company  has a  warehouse  line of  credit  with an
     Line of            available  limit  of  $3,000,000.   The  line  bears  an
     Credit             interest  rate of prime plus .5% (4.5% at June 30,  2004
                        and 2003,  respectively)  and matures on June 30,  2005.
                        The line of  credit is  primarily  secured  by  mortgage
                        notes and proceeds  from the sale of mortgage  notes and
                        is personally  guaranteed by the chief executive officer
                        and a vice president of the Company.  At times, the bank
                        has, at its  discretion,  elected  to  advance an amount
                        above  the  available  limit  on the  warehouse  line of
                        credit.  The  outstanding  balance of the line of credit
                        was $1,765,274 and $3,461,972,  respectively, as of June
                        30, 2004 and 2003.

4.   Note               The  Company  had a line  of  credit  with  a  financial
     Payable            institution  which  allowed for up to  $3,000,000  to be
                        borrowed,  bearing  interest  at a rate of prime plus 1%
                        (5% at  June  30,  2003),  due  on  demand,  secured  by
                        short-term receivables.  The line of credit was paid off
                        during 2004. The  outstanding  balance was $97,757 as of
                        June 30, 2003.


5.   Long-Term          Long-term debt consists of the following at June 30:
     Debt

                                                   2004            2003
                                             ---------------------------------

 Capitalized lease obligations (Note 6)      $         63,005   $      59,586

 Less current portion                                 (25,060)        (15,806)
                                             ---------------------------------

 Long-term debt                              $         37,945   $      43,780
                                             ---------------------------------

                        Future maturities of notes payable are as follows:

                                Year Ending June 30:
                                --------------------
                                     2005                  $          25,060
                                     2006                             15,716
                                     2007                             14,084
                                     2008                              8,145
                                                           ------------------

                                                           $          63,005
                                                           ------------------

--------------------------------------------------------------------------------
                                                                            F-12
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


6.   Lease              The   Company    leases    certain    equipment    under
     Obligations        noncancellable   capital  leases.  These  leases  expire
                        between 2005 and 2008.

                        Equipment  under the leases consists of the following as
                        of June 30:

                                               2004             2003
                                         -----------------------------------

 Office equipment                        $         92,521   $        67,651

 Less accumulated amortization                    (22,545)           (7,072)
                                         -----------------------------------

                                         $         69,976   $        60,579
                                         -----------------------------------

                        Amortization  expense for the  equipment  under  capital
                        leases  was  approximately  $15,000  and  $7,000 for the
                        years ended June 30, 2004 and 2003, respectively.

                        The capital  lease  obligations  have  imputed  interest
                        rates  of 12%  and  are  payable  in  aggregate  monthly
                        installments  of  approximately  $2,600.  Future minimum
                        lease  payments  on the  capital  lease  obligations  at
                        June 30, 2004 are as follows:

                        Year Ending June 30:
                        --------------------
                                 2005                    $          31,273
                                 2006                               19,420
                                 2007                               15,869
                                 2008                                8,334
                                                         ------------------

                                                                    74,896
 Less amount representing interest                                (11,891)
                                                         ------------------

 Present value of future minimum capital
   lease obligations                                     $          63,005
                                                         ------------------


--------------------------------------------------------------------------------
                                                                            F-13
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


6.   Lease              The Company  leases  office  space and  equipment  under
     Obligations        non-cancelable    operating   leases.   Future   minimum
     Continued          operating lease payments are approximately as follows:

                        Year Ending June 30:
                        --------------------
                             2005                           $         118,000
                             2006                                      82,000
                             2007                                      71,000
                                                            ------------------

                                                            $         271,000
                                                            ------------------

                        Total  rent  expense  related  to  these  non-cancelable
                        operating  leases for the years  ended June 30, 2004 and
                        2003,   was   approximately    $131,000   and   $98,000,
                        respectively.

7.   Income Taxes       The provision for income taxes is different than amounts
                        which  would  be  provided  by  applying  the  statutory
                        federal  income tax rate to income  before  income taxes
                        for the following reasons at June 30:

                                                 2004            2003
                                            ------------------------------

 Federal income tax benefit
   (provision) at statutory rate            $        20,000  $    (130,000)
 Meals and entertainment                             (1,000)        (1,000)
 Change in estimate of net
   operating loss                                         -        (30,000)
 State taxes paid due to suspension
   of use of net operating losses                   (19,287)             -
 Change in valuation allowance                      (19,000)       161,000
                                            ------------------------------

                                            $       (19,287)  $          -
                                            ------------------------------


--------------------------------------------------------------------------------
                                                                            F-14
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



7.   Income Taxes       Deferred tax assets  (liabilities)  are comprised of the
     Continued          following as of June 30:

                                               2004             2003
                                          ----------------------------------

 Depreciation                             $      (28,000) $        (10,000)
 Net operating loss                               53,000            16,000
 Valuation allowance                             (25,000)           (6,000)
                                          ----------------------------------

                                          $            -  $              -
                                          ----------------------------------

                        At June 30,  2004,  the Company has net  operating  loss
                        carryforwards  available to offset future taxable income
                        of  approximately  $142,000,  which will begin to expire
                        2019.   The   utilization  of  the  net  operating  loss
                        carryforwards  is dependent  upon the tax laws in effect
                        at the time the net operating loss  carryforwards can be
                        utilized.  The  Tax  Reform  Act of  1986  significantly
                        limits  the  annual  amount  that  can be  utilized  for
                        certain  of  these  carryforwards  as a  result  of  the
                        changes in ownership.

                        A valuation  allowance  has been  recorded to offset the
                        net   deferred   tax  asset   due  to  the   uncertainty
                        surrounding its realization.


8.   Commitments        Sales of Loans with Recourse
     and                The Company has agreements  with investors that purchase
     Contingencies      mortgage  notes  from  the  Company.   These  agreements
                        contain certain  recourse  provisions.  In general,  the
                        Company is required to repurchase  loans in the event of
                        circumstances including:

                        o    Failure to deliver original documents  specified by
                             the investor.

                        o    The  existence of fraud in the  origination  of the
                             loan.

                        o    The borrower  becomes  delinquent  during the first
                             several months after the loan is sold.

                        The Company did not incur any loan  repurchase  expenses
                        during  the  years   ended  June  30,   2004  and  2003,
                        respectively.  No  provision  has been  included  in the
                        financial statements for future loan repurchases because
                        such amounts are not considered material.

--------------------------------------------------------------------------------
                                                                            F-15
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


8.   Commitments        Litigation
     and                The Company may become or is subject to  investigations,
     Contingencies      claims  or  lawsuits  ensuing  out  of  conduct  of  its
     Continued          business. The Company is currently not aware of any such
                        items,  which it believes could have a material  adverse
                        effect on its financial position.

9.   Fair Value of      The  Company  estimates  that  the  fair  value  of  all
     Financial          financial  instruments  at June 30, 2004 and 2003,  does
     Instruments        not differ materially from the aggregate carrying values
                        of   its   financial   instruments   recorded   in   the
                        accompanying consolidated balance sheet.

10.  Concentration      The Company  sold  materially  all of its loans to three
     of Revenues        investors during the years ended June 30, 2004 and 2003.

11.  Related            In June of 2000 Bottomline Mortgage, Inc. sold  its real
     Party              estate  office  to the  Company's  CEO in  exchange  for
     Transactions       forgiveness of $50,000 of debt. On June 27, 2004 the CEO
                        sold the real estate office back to Bottomline  Mortgage
                        for $50,000.  The entire  purchase price was assigned to
                        the fixed assets of the real estate office.

                        During  the year  ended  June 30,  2003,  the CEO of the
                        Company bought  715,000  shares of Bottomline  Mortgage,
                        Inc.'s  stock  from  a  shareholder  for  $170,000.  The
                        Company  entered into an  agreement  with the CEO to buy
                        all of  those  shares  on a best  efforts  basis  over a
                        period of approximately 30 months. During the year ended
                        June 30, 2004 the Company  purchased  200,000 shares for
                        $48,000  from the CEO.  During  the year  ended June 30,
                        2003, the Company  purchased  340,000 shares for $82,000
                        from the CEO.

--------------------------------------------------------------------------------
                                                                            F-16
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


12.  Supplemental       During the years ended June 30,
     Disclosure of
     Cash Flow
     Information                               2004             2003
                                          ----------------------------------
 Cash paid for:
      Interest                            $        63,918 $          66,804
                                         ----------------------------------

      Income taxes                        $        19,287 $               -
                                          ----------------------------------

                        During the year ended June 30, 2004 the Company:

                             o   Acquired property and equipment in exchange for
                                 capital leases of $24,882.

                             o   Reduced   minority   interest   and   increased
                                 additional  paid in capital by $25,885,  due to
                                 the   buyback  of   subsidiary   stock  by  the
                                 subsidiary.

                        During the year ended June 30, 2003 the Company:

                             o   Acquired property and equipment in exchange for
                                 capital leases totaling $67,651.

                             o   Rescinded a previous agreement resulting in the
                                 return of 500,000  shares of  company  stock in
                                 exchange for  marketable  securities of $12,500
                                 (see Note 7).

                             o   Reduced   minority   interest   and   increased
                                 additional  paid in capital by $34,123,  due to
                                 the   buyback  of   subsidiary   stock  by  the
                                 subsidiary.

13.  Recent             In  December  2003,  the  SEC  issued  Staff  Accounting
     Accounting         Bulletin ("SAB") No. 104, "Revenue Recognition". SAB No.
     Pronounce-         104 revises and rescinds certain sections of SAB No. 101
     ments              in order to make this interpretive  guidance  consistent
                        with  current  authoritative   accounting  and  auditing
                        guidance  and SEC  rules  and  regulations.  Accordingly
                        there  is  no  impact  to  our  results  of  operations,
                        financial  position  or cash  flows as a  result  of the
                        issuance of SAB No. 104.


--------------------------------------------------------------------------------
                                                                            F-17
<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------


13.  Recent             On  December  23,  2003,  the FASB  issued  SFAS No. 132
     Accounting         (revised 2003),  "Employers'  Disclosures about Pensions
     Pronounce-         and Other Postretirement  Benefits, an amendment of FASB
     ments              Statements  No. 87, 88 and 106,  and a revision  of FASB
     Continued          Statement  No.  132 ("FAS 132  (revised  2003)")".  This
                        statement revises  employers'  disclosures about pension
                        plans and other  postretirement  benefit plans.  It does
                        not change the measurement or recognition of those plans
                        required  by SFAS No.  87,  "Employers'  Accounting  for
                        Pensions",  SFAS  No.  88,  "Employers'  Accounting  for
                        Settlements and  Curtailments of Defined Benefit Pension
                        Plans and for Termination  Benefits",  and SFAS No. 106,
                        "Employers' Accounting for Postretirement Benefits Other
                        Than  Pensions".   The  new  rules  require   additional
                        disclosures about the assets,  obligations,  cash flows,
                        and net periodic benefit cost of defined benefit pension
                        plans  and   postretirement   benefit  plans.   The  new
                        disclosures  are  generally  effective for 2003 calendar
                        year-end financial statements of public companies,  with
                        a delayed effective date for certain disclosures and for
                        foreign plans. The adoption of SFAS No. 132 did not have
                        an effect on the consolidated financial statements.

                        In December 2003, the FASB issued Interpretation No. 46R
                        ("FIN  46R"),  a revision to FIN 46,  "Consolidation  of
                        Variable Interest  Entities".  FIN 46R clarifies some of
                        the  provisions of FIN 46 and exempts  certain  entities
                        from its  requirements.  FIN 46R is effective at the end
                        of the first interim period ending after March 15, 2004.
                        Entities   that  have  adopted  FIN  46  prior  to  this
                        effective  date can continue to apply the  provisions of
                        FIN 46 until the effective date of FIN 46R. The adoption
                        of FIN 46R did not have an  effect  on the  consolidated
                        financial statements.



--------------------------------------------------------------------------------
                                                                            F-18