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, 2003

                        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, 2003 were $ 3,078,738.

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 20, 2003, 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.............................................11

Item 8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure............................11

Item 8A.     Controls and Procedures..........................................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...........................................13

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

Item 12.     Certain Relationships and Related Transactions...................15

Item 13.     Exhibits and Reports on Form 8-K.................................16

             Signatures.......................................................17



<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 the  Company  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. The Company  initially  acquired a 76% ownership  interest in Bottomline,
which is now operated as a subsidiary of the Company.  That ownership percentage
has increased to 80% as a result of the Company's  purchase of additional shares
of its subsidiary. See Item 12. Certain Relationships and Related Transactions.

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

The primary  operations of the Company 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>

The  primary  expenses  for  Bottomline's  operations  consist of  salaries  and
benefits paid to employees;  occupancy  and  equipment  costs;  Internet-related
expenses,   including  licensing  and  participation  fees,  advertising  costs,
marketing,  promotion,  data processing and  communication  costs. 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 a customer's 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 direct  endorser of loans insured by
         the FHA and as a supervised lender of loans partially 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 ve rification,
         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   $322,700   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.

                                       2
<PAGE>

         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.

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

                                       3
<PAGE>

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 the Company 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 the Company operates and
conducts loan activity.

The Company is subject to audit  requirement  by the  various  federal and state
agencies that regulate the type of loans  involved in the Company's  operations.
To date, these audits have not revealed any material  violations and the Company
has not been subject to any sanction, limitation, or penalty as a result of this
oversight.  The internal  controls and operations of the Company 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.

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.

                                       4
<PAGE>

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 the Company,  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 20, 2003, we have 14 full-time  commission-only loan originators
and seven salaried production staff, plus two management staff (Buster Williams,
Jr. and his son, David Williams) for a total of 23 staff members.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company  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.  The Company 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, 2003.


                                       5
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company currently has no public trading market. The Company has been working
to have a Form  15c2-11  filed in an effort to  obtain a listing  on the  Nasdaq
Stock Market Over-the-Counter  Bulletin Board (OTCBB) to create a public market.
However,  there is no  guarantee  that the Company  will obtain a listing on the
OTCBB or that a public market for the Company'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 October 10,  2003.  There is  authorized  preferred  stock of
5,000,0000 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
---------

The  Company  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
the Company's earnings,  capital  requirements,  financial condition,  and other
relevant  factors.  There are no restrictions that currently limit the Company'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 14 commission-compensated loan originators.  Operations are conducted
from Company offices in Monrovia, California,  Clearwater,  Florida, San Marcos,
Texas,  and Phoenix,  Arizona,  which operate as community loan centers and call
centers to service the 18 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 2003, Bottomline originated  approximately  $88,708,922 in loans, of
which 96.6% were first mortgages and 3.4% were second  mortgages made to persons
seeking to  refinance  their  residential  loans.  During the fiscal  year 2002,
approximately  $46,695,166 in loans were  originated,  of which 90.5% were first
mortgages  and 9.5% were  second  mortgages  to  owners  seeking  to  refinance.
Bottomline's last fiscal year of operation,  July 1, 2002, to June 30, 2003, has
shown a very positive impact from the continuing favorable interest rates during
the last year.  Bottomline's revenues and mortgage sales for the year ended June
30,  2003,  indicate  that total  revenues  are up 18.4% over the same period in
2002.  Total revenues for the year ended June 30, 2003, were  $3,078,738  versus
$2,601,327  for the same  period a year  earlier.  Bottomline's  net income rose
during its latest fiscal year from $52,028 in 2002 to $276,662 in 2003.

                                       6
<PAGE>

As a mortgage banker,  Bottomline generates revenues through the origination and
subsequent  sale of funded loans.  These revenues are the result of 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  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.

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 and communication  costs. A substantial  portion of these expenses is
variable in nature. Commissions paid to loan originators are extremely variable.
The commissions range from 50% to 70% 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.

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 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 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.

                                       7
<PAGE>

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  2003,  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
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, 2003 and 2002,  Bottomline  recorded loan  repurchase  expense of
approximately $0 and $31,000, respectively.

                                       8
<PAGE>

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, 2003 and 2002,  Bottomline did not refund any service release  premiums to a
servicer.

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,  2003 and  2002,  was  $152,107  and  $353,740,
respectively,  which is shown under the caption  "Equity  Builder  finder's  fee
receivable" on the 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
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, 2003 and 2002.

                                       9
<PAGE>

Results of  Operations  for the Fiscal Year Ended June 30, 2003,  Compared  with
--------------------------------------------------------------------------------
June 30, 2002
-------------

Revenues
--------

Bottomline  had  $3,078,738 in revenue for the year ended June 30, 2003, and had
$2,601,327  in revenue  for the year ended June 30,  2002.  This  increase  is a
result of continuing  favorable  interest  rate markets.  During fiscal 2003, we
originated  approximately $89 million of loans versus  approximately $47 million
in fiscal 2002, an increase of 85.7%.

The Company had loan  origination  income and interest  income of  $1,450,908 in
fiscal 2003 versus $1,024,193 in fiscal 2002, an increase of 41.7%. In addition,
we had  income  from the sale of loans and  servicing  rights  in the  amount of
$1,620,810 in fiscal 2003  compared with  $1,078,769 in fiscal 2002, an increase
of 50.2%.  During  fiscal 2003, we focused our efforts on loan  origination  and
establishing long-term relationships with real estate brokers,  therefore Equity
Builder finder's fees decreased from $498,365 in fiscal 2002 to $7,020 in fiscal
2003. We do not anticipate  material  revenues from Equity Builder finder's fees
in the  next 12  months  as we  continue  to  capitalize  on  loan  originations
resulting from the favorable interest rates.

Expenses
--------

Selling,  general and administrative expenses for the fiscal year ended June 30,
2003, were $526,076,  and such expenses for the fiscal year ended June 30, 2002,
were  $626,786,  a  decrease  of  $100,710  or  16.1%.   Selling,   general  and
administrative  expenses  for 2002 and 2003  consisted  of  expenses to keep the
Company in good corporate  standing,  fees to transfer  agents,  and expenses to
operate the  Company,  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, 2003, were  $2,095,417  compared to $1,806,780 for the year ended
June 30, 2002, an increase of $288,637 or 16%. This increase is  attributable to
an increase in employee and other expenses  related to an increase in the number
and amount of loans processed  during the year ended June 30, 2003,  compared to
the similar  period  ended June 30, 2002.  Interest  expenses of $75,508 for the
year ended June 30, 2003, compared to $92,309 for 2002. This decrease of $16,801
or 18.2% as 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, 2003,  were  $2,733,001,
compared  to  $2,525,875  for the year  ended  June 30,  2002,  an  increase  of
$207,126,  or 8.2%,  resulting  from the  increased  number  and amount of loans
closed and other  factors  as stated.  An item that  contributed  to  additional
expenses  in 2003 was related to the  Company's  efforts to complete a Form SB-2
Registration  Statement and the related costs and audit information  required in
that process.

Losses/Gains
------------

The  Company had a net income of  $276,662  for the year  period  ended June 30,
2003, compared to net income of $52,208 for the fiscal year ended June 30, 2002.
The net  income for the  current  year is a  reflection  of  increased  business
resulting from the favorable  interest rates for mortgages  during the year. The
amount of loan  originations by the Company  increased from  $46,695,166 for the
fiscal year ended June 30, 2002, to  $88,708,922  for the fiscal year ended June
30, 2003.  This 90% increase in loan  origination  is a result of the additional
commissioned  loan origination  staff hired by the Company and the opening of an
office in  Clearwater,  Florida,  at a time  when the  mortgage  interest  rates
available were being reduced.

                                       10
<PAGE>

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, 2004.

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
November 27,  1998,  and is up for renewal  March 31,  2004.  The balance of the
warehouse  facility as of June 30, 2003, was $3,461,972,  which matures on March
31, 2004, and is secured by the notes and deeds of trust from the loans that are
funded on the line of credit.  Bottomline anticipates rolling over the warehouse
credit facility into a new facility that will mature in March of 2005. There can
be no  assurance  that  Bottomline  will be  successful  in renewing  the credit
facility on its maturity date of March 31, 2004. 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  call  centers.  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

The Company's  audited  financial  statements for the fiscal year ended June 30,
2003, are attached hereto as F-1 through F-19.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

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

                                       11
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

Disclosure  controls  are  procedures  that are  designed  with an  objective of
ensuring that information required to be disclosed in our periodic reports filed
with the Securities and Exchange Commission,  such as this Annual Report on Form
10-KSB, is recorded, processed,  summarized and reported within the time periods
specified by the Securities  and Exchange  Commission.  Disclosure  controls are
also designed with an objective of ensuring that such information is accumulated
and  communicated to our management,  including the chief executive  officer and
chief  financial  officer,  in  order to allow  timely  consideration  regarding
required disclosures.

The evaluation of our  disclosure  controls by the chief  executive  officer and
chief  financial  officer  included  a review of the  controls'  objectives  and
design,  the  operation of the  controls,  and the effect of the controls on the
information presented in this annual report. Our management, including the chief
executive officer and chief financial  officer,  does not expect that disclosure
controls  can or will  prevent or detect  all  errors  and all fraud,  if any. A
control  system,  no matter how well  designed  and  operated,  can provide only
reasonable,  not absolute,  assurance  that the objectives of the control system
are met. Also,  projections  of any  evaluation of the  disclosure  controls and
procedures  to  future  periods  are  subject  to the risk  that the  disclosure
controls and procedures may become inadequate  because of changes in conditions,
or  that  the  degree  of  compliance   with  the  policies  or  procedures  may
deteriorate.

Based on their review and  evaluation  as of a date within 90 days of the filing
of this Form 10-KSB,  and subject to the inherent  limitations  all as described
above,  our chief executive  officer and chief  financial  officer has concluded
that our  disclosure  controls  and  procedures  (as defined in Rules 13a-14 and
15d-14 under the Securities  Exchange Act of 1934) are  effective.  They are not
aware of any significant  changes in our disclosure controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.


                                       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  the  Company's  executive  officers and
directors as of September 20, 2003:

                  Name               Age           Position

         Buster Williams, Jr.         50           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 the company 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,  2003,  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 have not filed the required  reports on Form
3. We have been informed  that each of them intends to file the required  report
within  several days of the filing of this annual report on Form 10-KSB.  To our
knowledge,  Richard Surber has failed to file the required  report on Form 3 and
failed to file the required  report on Form 4 in  connection  with the shares he
received in the distribution of the Axia Group, Inc. to its stockholders.

ITEM 10. EXECUTIVE COMPENSATION

The following table and the accompanying  notes provide summary  information for
each of the last two fiscal years c oncerning cash and noncash  compensation  in
excess of $100,000 paid or accrued by officers of the Company  during the fiscal
years ended June 30, 2003 and 2002:

                                       13
<PAGE>
<TABLE>
<CAPTION>

                           Summary Compensation Table

                                                                           Long Term Compensation
                                                                     ------------------------------------
                                        Annual Compensation                  Awards            Payouts
                                ------------------------------------ ------------------------ -----------
           (a)            (b)       (c)         (d)         (e)          (f)         (g)         (h)          (i)
                                                          Other                    Securities                  All
                                                         Annual       Restricted   Underlying                 Other
        Name and                                         Compen-       Stock        Options/      LTIP        Compen-
   Principal Position     Year  Salary($)   Bonus($)   sation ($)(1)  Award(s)($)  SARs (#)(2)  Payouts ($)  sation ($)
   ------------------     ----  ---------   -------    -------------  -----------  -----------  -----------  ----------
<S>                       <C>     <C>            <C>    <C>              <C>          <C>           <C>         <C>
  Buster Williams, Jr.    2003    $108,500       --     $24,978          --           --            --          --
    CEO and Director      2002      97,300       --       4,000          --           --            --          --

  David Williams          2003     $62,000       --     $62,237          --           --            --          --
    Vice President and    2002      51,000       --         600          --           --            --          --
    Director
</TABLE>

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

Both of our directors are  employees of the Company 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
the Company's  common stock as of September 20, 2003,  with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the  company's  common stock;  (ii) all  directors;  and (iii)  directors and
executive  officers  of the  Company  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 20, 2003,  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:
  Axia Group, Inc.......................................   Common Stock                  862,377        5.6
  268 West 400 South, Suite 300
  Salt Lake City, UT  84101

  Richard Surber(2).....................................   Common Stock                2,373,877       15.3
  268 West 400 South, Suite 300
  Salt Lake City, UT  84101

Directors:
  Buster Williams, Jr.(3)...............................   Common Stock                7,137,087       45.9
  201 East Huntington Drive, Suite 202
  Monrovia, CA  91016

  David Williams(4).....................................   Common Stock                2,761,322       17.9
  201 East Huntington Drive, Suite 202
  Monrovia, CA  91016

  All Executive Officers and
  Directors as a Group (2 persons):.....................   Common Stock                9,898,409       63.7
</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 1,302,358 shares held by Mr. Surber, 862,377 shares held by
         Axia Group,  Inc.,  of which Mr. Surber is the  President,  and 209,142
         shares held by Wichita Development Corporation,  of which Mr. Surber is
         the President.
(3)      Consists of 6,843,330 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 the  Company  and the  father  of  David
         Williams.
(4)      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 the
         Company and the son of Buster Williams, Jr.

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, 2003, Mr. Williams
purchased  715,000  shares of stock  pursuant to that  agreement  for a price of
$0.24 per share.  During  that  period,  Bottomline  purchased  340,000 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,  2003,
Bottomline's  ownership interest in its subsidiary  increased from approximately
76% to approximately 80%.

                                       15
<PAGE>

In June 2001,  the  Company  agreed that in  exchange  for 50,000  shares of the
common stock of Torchmail Communications,  Inc., the Company would issue 500,000
restricted shares of its common stock.  Torchmail  Communications,  Inc. was, at
that time,  controlled by Richard Surber, a principal stockholder of Bottomline.
In August of 2002,  the parties  agreed to rescind the  agreement and return the
shares each party had received to the other party.

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>

                                       16
<PAGE>

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

(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.

(b) Reports on Form 8-K. None.
    --------------------

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 14th day of October, 2002.




                                        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         October 14, 2003
-----------------------
Buster Williams, Jr.


/s/David Williams           Vice President and Director         October 14, 2003
-----------------------
David Williams




                                       17
<PAGE>
BOTTOMLINE HOME LOAN, INC.
Consolidated Financial Statements
June 30, 2003 and 2002


                                       18
<PAGE>


                                                    INDEPENDENT AUDITORS' REPORT



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, 2003 and 2002, and the related consolidated statements
of income,  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 auditing standards generally accepted
in the  United  States of  America.  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, 2003 and 2002,  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
July 23, 2003


                                       19
<PAGE>
<TABLE>
<CAPTION>

                                                                    BOTTOMLINE HOME LOAN, INC.
                                                                    Consolidated Balance Sheet

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


          Assets
          ------                                                2003              2002
                                                           -----------------------------------
<S>                                                        <C>                <C>
Current assets:
   Cash and cash equivalents                               $       428,261    $       274,028
   Restricted cash                                                  17,909                  -
   Receivables from sales of loans                               3,638,547            866,711
   Equity builder finder's fee receivable                          152,107            353,740
   Mortgage servicing rights, net                                  139,277                  -
   Prepaids and other current assets                                 3,076             26,875
                                                           -----------------------------------

          Total current assets                                   4,379,177          1,521,354

Property and equipment, net                                         85,072             32,113
Other assets                                                        14,327              9,826
                                                           -----------------------------------

                                                           $     4,478,576    $     1,563,293
                                                           -----------------------------------

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

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

Current liabilities:
   Warehouse line of credit                                $     3,461,972    $       782,138
   Note payable                                                     97,757            353,740
   Accounts payable and accrued expenses                           264,025             68,259
   Current maturities of long-term debt                             15,806             15,373
                                                           -----------------------------------

          Total current liabilities                              3,839,560          1,219,510

Long-term debt                                                      43,780                  -
                                                           -----------------------------------

          Total liabilities                                      3,883,340          1,219,510
                                                           -----------------------------------

Minority interest                                                  120,932             85,764
                                                           -----------------------------------

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 and 16,039,000 shares
     issued and outstanding, respectively                           15,539             16,039
   Additional paid-in capital                                      656,506            716,383
   Accumulated deficit                                            (197,741)          (474,403)
                                                           -----------------------------------

          Total stockholders' equity                               474,304            258,019
                                                           -----------------------------------

          Total liabilities and stockholders' equity       $     4,478,576    $     1,563,293
                                                           -----------------------------------


----------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                20
</TABLE>

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

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

                                                                2003                 2002
                                                           -----------------------------------
<S>                                                        <C>                <C>
Revenues:
   Income from sale of loans and servicing rights          $     1,620,810    $     1,078,769
   Origination fee and other loan revenue                        1,450,908          1,024,193
   Equity builder finder's fees                                      7,020            498,365
                                                           -----------------------------------

          Total revenues                                         3,078,738          2,601,327
                                                           -----------------------------------

Operating expenses:
   Salaries and direct loan costs                                2,095,417          1,806,780
   Interest                                                         75,508             92,309
   Selling, general and administrative                             562,076            626,786
                                                           -----------------------------------

          Total operating expenses                               2,733,001          2,525,875
                                                           -----------------------------------

          Income from operations                                   345,737             75,452
                                                           -----------------------------------

Other income (expense):
   Interest income                                                       -              3,094
   Other income (expense)                                              216             (6,381)
                                                           -----------------------------------

          Total other income (expense)                                 216             (3,287)
                                                           -----------------------------------

          Net income before minority interest
          and taxes                                                345,953             72,165

Income tax (expense) benefit                                             -                  -

Minority share of income                                           (69,291)           (20,137)
                                                           -----------------------------------

Net income                                                 $       276,662    $        52,028
                                                           -----------------------------------

Net income per common share
  - basic and diluted                                      $          0.02    $          0.00
                                                           -----------------------------------

Weighted average shares outstanding
  - basic and diluted                                           15,538,000         16,039,000
                                                           -----------------------------------


----------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                21
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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

                                                                           Years Ended June 30, 2003 and 2002
-------------------------------------------------------------------------------------------------------------

                            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, 2001           -    $   -    16,039,000   $ 16,039  $  704,559    $  (526,431)  $   194,167

Subsidiary stock issued
  for cash                      -        -             -          -      11,824              -        11,824

Net income                                                                              52,028        52,028
                            ---------------------------------------------------------------------------------

Balance, June 30, 2002           -        -   16,039,000     16,039     716,383       (474,403)      258,019

Return of Company stock
  due to rescission (see
  Note 7)                        -        -     (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
                            ---------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                               22
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                          BOTTOMLINE HOME LOAN, INC.
                                                Consolidated Statement of Cash Flows

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

                                                             2003          2002
                                                        ----------------------------
<S>                                                     <C>            <C>
Cash flows from operating activities:
  Net income                                            $     276,662  $     52,028
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
    Depreciation and amortization                              16,804        10,711
    Minority interest in net income                            69,291        20,137
    Decrease (increase) in:
      Receivables from sales of loans                      (2,771,836)      851,139
      Equity builder finder's fee receivable                  201,633      (353,740)
      Prepaid and other current assets                         11,299        (6,119)
      Mortgage servicing rights                              (139,277)            -
      Other assets                                             (4,501)        7,846
    Increase (decrease) in:
      Accounts payable and accrued expenses                   195,766       (32,091)
      Net change in warehouse line of credit                2,679,834      (869,806)
                                                        ----------------------------
           Net cash provided by (used in)
           operating activities                               535,675      (319,895)
                                                        ----------------------------

Cash flows from investing activities:
  Net change in marketable securities                               -        97,790
  Increase in restricted cash                                 (17,909)            -
  Decrease (increase) in notes receivable                           -       106,150
  Purchase of property and equipment                           (2,112)       (3,833)
                                                        ----------------------------

           Net cash (used in) provided
           by investing activities                            (20,021)      200,107
                                                        ----------------------------

Cash flows from financing activities:
  Net change in note payable                                 (255,983)      353,740
  Payments of long-term debt                                  (23,438)      (21,596)
  Issuance of subsidiary stock for cash                             -        20,000
  Buy-back of subsidiary common stock                         (82,000)            -
                                                        ----------------------------

           Net cash (used in) provided
           by financing activities                           (361,421)      352,144
                                                        ----------------------------

Net increase in cash and cash equivalents                     154,233       232,356

Cash and cash equivalents at beginning of year                274,028        41,672
                                                        ----------------------------

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


------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                      23
</TABLE>


<PAGE>


                                                      BOTTOMLINE HOME LOAN, INC.
                                      Notes to Consolidated Financial Statements

                                                          June 30, 2003 and 2002
--------------------------------------------------------------------------------


1.   Summary of         Nature of Business
     Significant        The Company  incorporated under the laws of the State of
     Accounting         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  using the  purchase  method of  accounting,
                        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 80% 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.

                        Principles of Consolidation
                        The  accompanying   consolidated   financial  statements
                        include  the  accounts  of  Bottomline  Home Loan,  Inc.
                        (formerly  known  as  Cyberenergy,  Inc.)  and  its  80%
                        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.

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

--------------------------------------------------------------------------------
                                                                              24
<PAGE>

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

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

1.   Summary of         Cash and Cash Equivalents
     Significant        The  Company   considers   all  deposits   with  initial
     Accounting         maturities   of  three   months   or  less  to  be  cash
     Policies           equivalents.
     Continued
                        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.

--------------------------------------------------------------------------------
                                                                              25
<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   weightedaverage   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,  2003 and 2002,  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, 2003 and 2002, respectively.


--------------------------------------------------------------------------------
                                                                              26
<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 there  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.


--------------------------------------------------------------------------------
                                                                              27
<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, 2003 and 2002,
                        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.

--------------------------------------------------------------------------------
                                                                              28
<PAGE>

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

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


1.   Summary of         Recognition of loan Servicing Income
     Significant        The Company  recognizes  revenue  from  servicing  loans
     Accounting         monthly as the services are performed.
     Policies
     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,
                        2003 and 2002 was $152,107 and  $353,740,  respectively,
                        which is shown under the caption equity builder finder's
                        fee receivable on the balance sheet. To date the Company
                        has not incurred any losses  related to amounts due from
                        customers under the equity builder program.  The Company
                        estimates that future losses, if any, will be immaterial
                        and therefore has not recorded any reserve for losses on
                        the equity builder finder's fee receivable.

                        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.

--------------------------------------------------------------------------------
                                                                              29
<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, 2003,  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, 2003 and 2002,
                        the  Company had  advertising  expenses  aggregating  to
                        $53,745 and $15,494, respectively.

                        Reclassifications
                        Certain  amounts in the 2002 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 of
     and                June 30:
     Equipment
                                                             2003      2002
                                                         -----------------------

                        Furniture and equipment          $  153,848  $   84,085
                        Less accumulated depreciation       (68,776)    (51,972)
                                                         -----------------------

                                                         $   85,072  $   32,113
                                                         -----------------------

--------------------------------------------------------------------------------
                                                                              30
<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 .75% (5 % and 5.75% at June
                        30,  2003 and 2002,  respectively)  and matures on March
                        31,  2004.  The line of credit is  primarily  secured by
                        mortgage  notes and  proceeds  from the sale of mortgage
                        notes   and   is    personally    guaranteed    by   two
                        officers/directors  of the Company.  At times,  the bank
                        has, at their  discretion,  elected to advance an amount
                        above  the  available  limit  on the  warehouse  line of
                        credit.  The  outstanding  balance at June 30,  2003 and
                        2002 was $3,461,972 and $782,138, respectively.

4.   Note               The  Company  has a line  of  credit  with  a  financial
     Payable            institution  which  allows  for up to  $3,000,000  to be
                        borrowed,  bearing  interest  at a rate of prime plus 1%
                        (5% and 5.75% at June 30, 2003 and 2002,  respectively),
                        due on demand,  secured by short-term  receivables.  The
                        outstanding  balance was $97,757 and $353,740 as of June
                        30, 2003 and 2002, respectively.

5.   Long-Term          Long-term debt consists of the following at June 30:
     Debt
                                                            2003        2002
                                                         -----------------------
                        Unsecured note payable to a
                        bank with monthly payments of
                        $1,281 bearing interest at
                        14.5%, due May 2003              $        -  $   15,373

                        Capitalized lease obligations
                        (Note 6)                             59,586           -
                                                         -----------------------

                        Total term debt                      59,586      15,373
                        Less current portion                (15,806)    (15,373)
                                                         -----------------------

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


--------------------------------------------------------------------------------
                                                                              31
<PAGE>

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

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


5.   Long-Term          Future maturities of notes payable are as follows:
     Debt
     Continued          Year Ending June 30:
                        --------------------
                             2004                          $          15,806
                             2005                                     17,811
                             2006                                      7,544
                             2007                                      8,500
                             2008                                      9,925
                                                           ------------------

                                                           $          59,586
                                                           ------------------

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:

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

                        Office equipment                 $   67,651  $        -

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

                                                         $   60,579  $        -
                                                         -----------------------


--------------------------------------------------------------------------------
                                                                              32
<PAGE>

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

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

6.   Lease              Amortization  expense for the  equipment  under  capital
     Obligations        leases  was  approximately  $7,000  and $0 for the years
     Continued          ended June 30, 2003 and 2002, respectively.

                        The capital  lease  obligations  have  imputed  interest
                        rates of 12% and are payable in monthly  installments of
                        approximately  $1,800.  Future minimum lease payments on
                        the capital lease  obligations  at June 30,  2003 are as
                        follows:

                        Year Ending June 30:
                        --------------------
                               2004                                  $   21,794
                               2005                                      21,794
                               2006                                       9,941
                               2007                                       9,941
                               2008                                       7,708
                                                                     -----------

                                                                         71,178
                        Less amount representing interest               (11,592)
                                                                     -----------

                        Present value of future minimum capital
                         lease obligations                           $   59,586
                                                                     -----------

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

                        Year Ending June 30:
                        --------------------

                               2004                                  $   93,731
                               2005                                      94,392
                               2006                                      80,082
                               2007                                      70,785
                                                                     -----------

                                                                     $  338,990
                                                                     -----------

                        Total  rent  expense  related  to  these  non-cancelable
                        operating  leases for the years  ended June 30, 2003 and
                        2002,   was    approximately    $98,000   and   $86,000,
                        respectively.


--------------------------------------------------------------------------------
                                                                              33
<PAGE>

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

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


7.   Common             In June 2001,  the Company  agreed that in exchange  for
     Stock              50,000   shares  of  the  common   stock  of   Torchmail
                        Communications,  Inc.,  the Company  would issue 500,000
                        restricted   shares  of  its  common  stock,   Torchmail
                        Communications,  Inc.  was, at that time,  controlled by
                        Richard Surber,  a principal  stockholder of Bottomline.
                        In August of 2002,  the  parties  agreed to rescind  the
                        agreement  and return the shares each party had received
                        to the other party.

8.   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:

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

                        Federal income tax (provision)
                          benefit at statutory rate      $ (130,000) $  (27,000)
                        Meals and entertainment              (1,000)          -
                        Change in estimate of
                           net operating loss               (30,000)          -
                        Change in valuation allowance       161,000      27,000
                                                         -----------------------

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

                        Deferred tax assets  (liabilities)  are comprised of the
                        following as of June 30:

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

                        Depreciation                     $  (10,000) $ (136,000)
                        Net operating loss                   16,000  $  167,000
                        Valuation allowance                  (6,000)   (167,000)
                                                         -----------------------

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


--------------------------------------------------------------------------------
                                                                              34
<PAGE>

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

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

8.   Income Taxes       At June 30,  2003,  the Company has net  operating  loss
     Continued          carryforwards  available to offset future taxable income
                        of  approximately  $42,000,  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.

9.   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   incurred  loan  repurchase   expenses  of
                        approximately $0 and $31,000 during the years ended June
                        30, 2003 and 2002,  respectively.  No provision has been
                        included  in the  financial  statements  for future loan
                        repurchases  because  such  amounts  are not  considered
                        material.

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

10.  Fair Value of      The  Company  estimates  that  the  fair  value  of  all
     Financial          financial  instruments  at June 30, 2003 and 2002,  does
     Instruments        not differ materially from the aggregate carrying values
                        of   its   financial   instruments   recorded   in   the
                        accompanying consolidated balance sheet.

--------------------------------------------------------------------------------
                                                                              35
<PAGE>

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

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


11.  Concentration      The  Company  sold  materially all of its loans to three
     of Revenues        investors during the years ended June 30, 2003 and 2002.


12.  Related            In August  1999,  the  Company  advanced  $75,000  to an
     Party              officer/director  in  exchange  for a note  secured by a
     Transactions       third deed of trust on his personal residence.  The note
                        bore  interest at 7% and  required no monthly  payments.
                        Principal and interest  were due July 4, 2009,  however,
                        the note was paid in full in 2002.

                        During  the year  ended  June 30,  2003,  the CEO of the
                        Company  bought  715,000  shares  of  the  stock  of the
                        subsidiary   from  a  shareholder   for  $170,000.   The
                        subsidiary 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.  As of June 30, 2003,
                        340,000 shares had been purchased for $82,000.


13. Supplemental        During the years ended June 30,
     Disclosure of
     Cash Flow
     Information                                             2003       2002
                                                         -----------------------

                        Cash paid for:
                           Interest                      $   66,804  $   92,309
                                                         -----------------------

                           Income taxes                  $        -  $        -
                                                         -----------------------

                        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.


--------------------------------------------------------------------------------
                                                                              36
<PAGE>

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

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


14.  Recent             In July 2002, the Financial  Accounting  Standards Board
     Accounting         (FASB) issued  Statement No. 146,  "Accounting for Costs
     Pronounce-         Associated  with  Exit  or  Disposal  Activities".   The
     ments              statement addresses  financial  accounting and reporting
                        for costs  associated  with exit or disposal  activities
                        and nullifies Emerging Issues Task Force Issue No. 94-3,
                        "Liability  Recognition for Certain Employee Termination
                        Benefits and Other Costs to Exit an Activity. (Including
                        Certain  Costs  Incurred  in  a   Restructuring)."   The
                        provisions  of  SFAS  146  are  effective  for  exit  or
                        disposal  activities  that are initiated  after December
                        31, 2002. During 2003, management  implemented SFAS 146,
                        which did not have a material effect on the consolidated
                        financial statements of the Company.

                        In  December   2002,  the  FASB  issued  SFAS  No.  148,
                        "Accounting for Stock-Based Compensation--Transition and
                        Disclosure,  an  amendment of FASB  Statement  No. 123".
                        SFAS 148 provides two additional  alternative transition
                        methods for recognizing an entity's  voluntary  decision
                        to change  its  method  of  accounting  for  stock-based
                        employee  compensation  to  the  fair-value  method.  In
                        addition, SFAS 148 amends the disclosure requirements of
                        SFAS  123  so  that  entities  will  have  to  (1)  make
                        more-prominent   disclosures  regarding  the  pro  forma
                        effects of using the fair-value method of accounting for
                        stock-based compensation,  (2) present those disclosures
                        in a more  accessible  format  in the  footnotes  to the
                        annual  financial  statements,  and  (3)  include  those
                        disclosures in interim financial statements.  SFAS 148's
                        transition    guidance   and   provisions   for   annual
                        disclosures  are effective for fiscal years ending after
                        December 15, 2002. During 2003,  management  implemented
                        SFAS 148,  which did not have a  material  effect on the
                        consolidated financial statements of the Company.

--------------------------------------------------------------------------------
                                                                              37
<PAGE>

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

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



14.  Recent             In April 2003, the FASB issued SFAS No. 149,  "Amendment
     Accounting         of Statement 133 on Derivative  Instruments  and Hedging
     Pronounce-         Activities."  SFAS 149 provides  for certain  changes in
     ments              the accounting treatment of derivative  contracts.  SFAS
     Continued          No.  149 is  effective  for  contracts  entered  into or
                        modified  after  June  30,  2003,   except  for  certain
                        provisions  that  relate to SFAS No. 133  Implementation
                        Issues that have been effective for fiscal quarters that
                        began prior to June 15, 2003,  which should  continue to
                        be applied in accordance with their respective effective
                        dates.  The  guidance  should be applied  prospectively.
                        Management anticipates that the adoption of SFAS No. 149
                        will  not  have  a  material  impact  on  the  Company's
                        consolidated financial statements.

                        In May 2003,  the FASB issued SFAS No. 150,  "Accounting
                        for Certain Financial  Instruments with  Characteristics
                        of both  Liabilities  and  Equity."  This new  statement
                        changes the accounting for certain financial instruments
                        that, under previous guidance, issuers could account for
                        as  equity.   It  requires  that  those  instruments  be
                        classified as liabilities in balance sheets. Most of the
                        guidance  in SFAS  150 is  effective  for all  financial
                        instruments entered into or modified after May 31, 2003.
                        Management anticipates that the adoption of SFAS No. 150
                        will  not  have  a  material  impact  on  the  Company's
                        consolidated financial statements.

                        In January 2003, the FASB issued  Interpretation No. 46,
                        "Consolidation   of  Variable  Interest   Entities,   an
                        interpretation  of  ARB  No.  51".  This  Interpretation
                        addresses the  consolidation by business  enterprises of
                        variable   interest   entities   as   defined   in   the
                        Interpretation.  The Interpretation  applies immediately
                        to  variable  interests  in variable  interest  entities
                        created  after   January  31,  2003,   and  to  variable
                        interests in variable  interest  entities obtained after
                        January 31, 2003. For public enterprises with a variable
                        interest in a variable  interest  entity  created before
                        February 1, 2003, the  Interpretation is applied to that
                        enterprise  no later  than the  beginning  of the  first
                        interim or annual  reporting period beginning after June
                        15,  2003.  The Company  does not expect the adoption of
                        Interpretation  No. 46 to have a material  impact on the
                        Company's  future  results of  operations  or  financial
                        position.

--------------------------------------------------------------------------------
                                                                              38
<PAGE>

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

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


14.  Recent             The Emerging  Issues Task Force  issued EITF No.  00-21,
     Accounting         "Revenue   Arrangements   with  Multiple   Deliverables"
     Pronounce-         addressing  the allocation of revenue among products and
     ments              services in bundled  sales  arrangements.  EITF 00-21 is
     Continued          effective  for  arrangements   entered  into  in  fiscal
                        periods after June 15, 2003. The Company does not expect
                        the adoption of EITF No. 00-21 to have a material impact
                        on  the  Company's   future  results  of  operations  or
                        financial position.



--------------------------------------------------------------------------------
                                                                              39