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

                               Amendment No. 1 to
                                  FORM 10-KSB/A


 Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
                     for the fiscal year ended June 30, 2005

                        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 pursuant to Section 12(b) of the Exchange Act:  N/A
     Title of each class        Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Exchange Act:
                          Common Stock, Par Value $0.001
                                 (Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.  [ ]

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 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 [ ].

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes [ ]    No [X]

State issuer's revenues for its most recent fiscal year. THE ISSUER'S TOTAL
CONSOLIDATED REVENUES FOR THE FISCAL YEAR ENDED JUNE 30, 2005 WERE $ 5,305,740.

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 28, 2005, THE NUMBER OF
SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, $0.001 PAR VALUE (THE ONLY
CLASS OF VOTING STOCK), WAS 45,539,000.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE.

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




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                                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, Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities..........6

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

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

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

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

Item 8B.   Other Information..................................................13

           PART III

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

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

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

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

Item 13.   Exhibits...........................................................17

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

           Signatures.........................................................18


                                       i

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                                     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. Bottomline Home Loan, Inc. initially acquired a 76% ownership interest in
Bottomline Mortgage, Inc., which is now operated as a subsidiary of Bottomline
Home Loan, Inc. That ownership percentage has increased to 87% 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 business conducted
by Bottomline Mortgage, Inc., a majority owned subsidiary of Bottomline Home
Loan, Inc. As a mortgage broker, Bottomline generates revenue through the
origination and subsequent sale of funded loans and, in some cases, from the
servicing of such loans. This revenue is made up of a net gain on the sale of
the loans, origination fees, and servicing fees. The origination fees include
loan-related fees consisting of origination points, application, documentation
and processing fees paid by the borrower.

                                       1


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Bottomline, through its Global Realty division, is also a licensed real estate
broker. Global Realty is a network of over 175 commissioned real estate agents
that work under Bottomline's real estate license in Southern California. The
agents pay Global Realty a monthly membership fee to be a member of the Global
Realty network, in addition to a flat fee out of each transaction they close.
The Global Realty network is a source of additional mortgage loan referrals as
the agents within the network refer many of their customers to Bottomline for
their mortgage needs.

The primary expenses for Bottomline's operations consist of salaries and
benefits paid to employees; occupancy and equipment costs; internet-related
expenses, including licensing and participation fees, advertising costs,
marketing, promotion, data processing and communication costs and real estate
commissions. A substantial portion of these expenses are variable in nature.
Commissions paid to loan originators and real estate agents 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 borrowers 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 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 FEDERAL
         NATIONAL MORTGAGE ASSOCIATION ("FANNIE MAE")or the Federal Home Loan
         Mortgage Corporation (commonly referred to as "Freddie Mac"). This
         product is limited to high quality borrowers with good credit records
         and involves adequate down payments or mortgage insurance. These loans
         may qualify for insurance from the Federal Housing Authority (FHA) or
         guarantees from the Veterans Administration (VA). Bottomline has been
         designated by the U.S. Department of Housing and Urban Development
         (HUD) as a loan correspondent under which loans are insured by the FHA
         and as a supervised lender of loans partially guaranteed by the VA,
         allowing Bottomline to offer FHA or VA mortgages to qualified
         borrowers. FHA and VA mortgages must be underwritten within specific
         governmental guidelines, which include borrower income verification,
         asset verification, borrower credit worthiness, property value and
         property condition.


                                       2

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

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

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

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

         HOME EQUITY AND SECOND MORTGAGE LOANS. These loans are generally
         secured by second liens on 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.

                                       3

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         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
discrimination, and impose qualification and licensing obligations. These
regulations also impose on us various reporting and net worth requirements.
Bottomline is thus also subject to inspection by these government agencies. Our
failure to comply with these requirements could lead to, among other things, the
loss of approved status, termination of contractual rights without compensation,
demands for indemnification or mortgage loan repurchases, class action lawsuits,
and administrative enforcement actions.

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

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

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

         o        user privacy,

         o        taxation,

         o        content,

         o        access charges,

         o        liability for third-party activities, and

         o        jurisdiction.

                                       4

<PAGE>

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

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

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

COMPETITION
-----------

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

EMPLOYEES
---------

As of September 20, 2005, we have a total of 192 employees, independent
contractors and staff. The breakdown is as follows, 175 Commission real estate
agents, who are independent contractors, 6 full-time commission-only loan
originators and 9 salaried production staff, plus two management staff (Buster
Williams, Jr. and his son, David Williams).


ITEM 2.  DESCRIPTION OF PROPERTY

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

Bottomline also maintains six small satellite offices in Southern California
for use by the members of the Global Realty Network for meetings with clients.
Bottomline pays an aggregate of $43,907 in annual rent for these six offices.

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 fiscal year
ended June 30, 2005.

                                       5

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                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
             SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Bottomline currently has no public trading market. Bottomline has been working
to have a Form 211 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 Bottomline will obtain a listing on the
OTCBB or that a public market for Bottomline's securities will develop or, if
such a market does develop, that it will continue, even if a listing on the
OTCBB is obtained.

RECORD HOLDERS
--------------

Bottomline Home Loan, Inc.'s authorized capital stock consists of 500,000,000
shares of common stock, par value $0.001, of which 45,539,000 are issued and
outstanding as of September 28, 2005. The holders of the common stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of stockholders. Holders of the common stock have no preemptive rights and
no right to convert their common stock into any other securities. There are no
redemption or sinking fund provisions applicable to the common stock.

DIVIDENDS
---------

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

RECENT ISSUANCES OF UNREGISTERED SECURITIES
-------------------------------------------

On June 30, 2005, Bottomline issued 30,000,000 shares of its common stock to
its president, Buster Williams, Jr., and his wife, Mei Chen, for cash of
$800,000, or $0.02667 per share.  No general solicitation was used and the
purchasers consented to a restrictive legend on the certificates to be issued
and to the placing of stop-transfer instructions with Bottomline's transfer
agent.  This transaction was conducted in reliance on the exemption from
registration in Section 4(2) of the Securities Act of 1933 for transactions
not involving any public offering.

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 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
6 commission-compensated loan originators and a network of 175 Real Estate
agents. Operations are conducted from Company offices in Monrovia, California,
Phoenix, Arizona, which operate as community loan centers and call centers to
service the 12 states in which Bottomline is currently approved to originate
mortgages. Bottomline operates primarily as a mortgage originator, underwriting,
funding and selling its loan products to various buyers. During fiscal year
2005, Bottomline originated approximately $53,913,337 in loans, of which 92%
were first mortgages and 8% were second mortgages made to persons seeking to
refinance their residential loans. During the fiscal year 2004, approximately
$65,322,658 in loans were originated, of which 95% were first mortgages and 5%
were second mortgages to owners seeking to refinance. Bottomline's last fiscal
year of operation, July 1, 2004, to June 30, 2005, has shown a very positive
impact from the continuing recruitment of Real Estate Agents into our Global
Realty network. Bottomline's revenues for the year ended June 30, 2005, indicate
that total revenues are up 43% over the same period in 2004. Total revenues for
the year ended June 30, 2005, were $5,305,740 versus $3,699,333 for the same
period a year earlier. Bottomline's net loss decreased during its latest fiscal
year from a net loss of ($44,625) in 2004 to a net loss of ($11,906) in 2005.

                                       6


<PAGE>

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

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

Global Realty is a wholly owned division of Bottomline and currently is a
network of 175 commissioned real estate agents that work under our real estate
license in southern California. The agents are primarily performing residential
real estate sales and pay Global a monthly membership fee to be a member of the
Global Realty network, in addition to a flat fee out of each transaction they
close. They refer many of their customers to Bottomline for their mortgage needs
and receive an additional commission for the referral.

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

                                       7


<PAGE>

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

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

For the period 1998 through 2005, 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 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 the second and third quarters and lower earnings
in the first and fourth quarters of the calendar year.

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.

NEW ACCOUNTING PRONOUNCEMENTS.
------------------------------

In March 2004, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 105 "Application of Accounting Principles to Loan
Commitments," Which provides guidance regarding loan commitments that are
accounted for as derivative instruments. In this SAB, the SEC determined that an
interest rate lock commitment should generally be valued at zero at inception.
The rate locks will continue to be adjusted for changes in value resulting from
changes in market interest rates. The adoption of this SAB did not have a
significant impact on The Company's Consolidated Balance Sheets or Consolidated
Statements of Operations.

In March 2004, the Financial Accounting Standards Board's (FASB) Emerging Issues
Task Force (EITF) supplemented EITF 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments" EITF 03-1 provides
guidance to evaluating whether an investment is other-than-temporarily impaired
and requires disclosures about unrealized losses on available for sale debt and
equity securities. In September 2004, the FASB issued FASB Staff Position (FSP)
EITF Issue 03-01-1, "Effective Date of Paragraphs 10-20 of EITF Issue
03-1,"which deferred the effective date of the recognition and measurement
provisions of the consensus until further guidance is issued. A separate
proposed FSP was issued in September 2004 to address EITF 03-1 implementation
issues. In November 2004, the FASB announced that the recognition provisions of
EITF Issue 03-1 would not be effective in 2004.


                                       8


<PAGE>

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-Based
Payment" (SFAS123R). This statement is a revision of SFAS No. 123, "Accounting
for Stock-Based Compensation" (SFAS 123) and supersedes APB Opinion No. 25
"Accounting for Stock Issued to Employees" (APB25). This Statement requires a
public entity to measure the cost of employee services received in exchange for
an award of equity instruments based on the grant-date fair value of the award
(with limited exceptions). The cost will be recognized over the period during
which an employee is required to provide service in exchange for the award. This
Statement eliminates the ability to account for share-based compensation
transactions using APB 25. For public entities that do not file as small
business issuers, this statement is effective as of the beginning of the first
interim or annual reporting period that begins after June 15, 2005. The Company
is evaluating the requirements of SFAS 123R and expects that the adoption of
SFAS 123R will not have a material effect.


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, 2005 and 2004, Bottomline did not record any loan repurchase
expenses.

In connection with the sale of mortgage loans, Bottomline also may sell the
servicing rights to such loans. Bottomline recognizes revenue from the sale of
such servicing rights when an agreement with the purchaser of such servicing
rights exists, ownership to such servicing rights has been transferred to the
purchaser, the selling price of such servicing rights is fixed or determinable,
and collectibility is reasonably assured. Bottomline's contracts with investors
or servicers that purchase these rights require certain warrants and
representations by Bottomline that guarantee the mortgages will be serviced for
a minimum of three to 12 months after they are purchased. Should for any reason
the loan be paid off or prepaid during the first year, the servicer may request
the return of all or a pro rata portion of the service release premium paid to
Bottomline. Bottomline's accounting policy is to provide a reserve for the
amount of fees that are estimated to be refunded to the servicers; however, to
date such estimates have not been material. During the fiscal years ended June
30, 2005 and 2004, Bottomline recorded repayment of service release premiums to
a servicer of $0 and $6,586 respectively.

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

                                       9


<PAGE>

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, 2005 and 2004, was $48,725 and $84,776, net
allowance for uncollectible receivables of $40,000 and $20,000, respectively,
which is shown under the caption "Equity Builder finder's fee receivable" on the
consolidated balance sheets. Bottomline stopped enrolling 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, 2005 and 2004.

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED JUNE 30, 2005, COMPARED WITH
----------------------------------------------------------------------------
JUNE 30, 2004
-------------

REVENUES
--------

Bottomline had $5,305,740 in revenues for the year ended June 30, 2005, and had
$3,699,333 in revenues for the year ended June 30, 2004. This increase is
primarily a result of Real Estate Commissions earned from Global Realty. During
fiscal 2005, we originated approximately $54 million of loans versus
approximately $65 million in fiscal 2004, a decrease of 17%.

                                       10

<PAGE>

Bottomline had loan origination income and interest income of $809,305 in fiscal
2005 versus $1,088,112 in fiscal 2004, a decrease of 26%. In addition, we had
income from the sale of loans and servicing rights in the amount of $898,067 in
fiscal 2005 compared with $683,355 in fiscal 2004, an increase of 31%. We had
income from the sale of servicing portfolios of $255,836 compared to $674,727,
respectively of the years ended June 2005 and 2004. The majority of the
servicing rights were sold during the 2005 fiscal year, thus resulting in income
from the sale of servicing portfolio.

We recognized servicing revenue of $16,708 and $38,315, respectively during the
years ended June 30, 2005 and 2004, respectively.


During fiscal 2005, we focused our efforts on loan origination and establishing
the Global Realty network, therefore revenues from real estate commissions
increased from $1,161,203 in 2004 to $3,192,886 in 2005. We currently have over
175 real estate agents that operate under our real estate license in California.
Other revenues totaled $132,938 and $53,621, respectively, for the years ended
June 30, 2005 and 2004. Other revenues consist primarily of monthly desk fees
and web site set-up fees charged to our real estate agents. The increase in
other revenues is due to the increase in number of real estate agents that we
have.


EXPENSES
--------

Selling, general and administrative expenses for the fiscal year ended June 30,
2005, were $612,191 and such expenses for the fiscal year ended June 30, 2004,
were $550,100, an increase of $62,091 or 12%. Selling, general and
administrative expenses for 2005 and 2004 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, 2005, were $1,383,613 compared to $1,646,034 for the year ended
June 30, 2004, a decrease of $262,421 or 16%. This decrease is attributable to a
decrease in employees and other expenses related to a decrease in the number and
amount of loans processed during the year ended June 30, 2005, compared to the
similar period ended June 30, 2004. Interest expense was $97,439 for the year
ended June 30, 2005, compared to $58,418 for 2004. This increase of $39,021 or
67% is a result of increases in loan balances and slower turn times on our
warehouse line of credit used for funding of loans and an increase in the
interest rate charged on the warehouse line of credit due to the raise in the
prime rate.


Total operating expenses for the year ended June 30, 2005, were $5,319,244,
compared to $3,734,740 for the year ended June 30, 2004, an increase of
$1,584,504, or 43%, resulting primarily from Real Estate commissions paid and
other factors as stated.

LOSSES/GAINS
------------

The Company had a net loss of $11,906 for the year period ended June 30, 2005,
compared to net loss of $44,625 for the fiscal year ended June 30, 2004. The net
loss for the current year is a reflection of decreased business resulting from
reduction in number of loans originated for refinance during the year. The
amount of loan originations by Bottomline decreased from $65,322,658 for the
fiscal year ended June 30, 2004, to $53,913,337 for the fiscal year ended June
30, 2005. In addition, the cost associated with the recruiting of real estate
agents to build the Global Realty network to 175 agents during the last year.

                                       11


<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, 2006.


Bottomline's warehouse facility or line of credit used to fund loans, was $3
million as of June 30, 2005, This warehouse facility was renewed as of August
31, 2005 in the amount of $5 million, with an interest rate of prime plus 0.75%,
with First Collateral Services. First Collateral requires that Bottomline
maintain a minimum tangible net worth of $350,000 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 April 8, 2003, and is up for renewal August 31, 2006. The
balance of the warehouse facility as of June 30, 2005, was $2,998,849, which
matures on August 31, 2006, and is secured by the notes and deeds of trust from
the loans that are funded on the line of credit, and personal guarantees of the
President and Vice-President of Bottomline. Bottomline anticipates rolling over
the warehouse credit facility into a new facility that will mature in August of
2007. There can be no assurance that Bottomline will be successful in renewing
the credit facility on its maturity date of August 31, 2006. If Bottomline is
not successful in renewing the credit facility, it will be unable to continue
its loan origination business.


PRODUCT RESEARCH AND DEVELOPMENT
--------------------------------

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

EXPECTED PURCHASE OR SALE OF PLANT AND EQUIPMENT
------------------------------------------------

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

ITEM 7.  FINANCIAL STATEMENTS

The Company's audited financial statements for the fiscal year ended June 30,
2005, are attached hereto as F-1 through F-19.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have not disagreed with our independent registered public accounting firm
on any items of accounting treatment or financial disclosure.

ITEM 8A. CONTROLS AND PROCEDURES

Bottomline evaluated the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities
Exchange Act of 1934 as of June 30, 2005. Based upon that evaluation,
Bottomline's chief executive officer and chief financial officer has concluded
that Bottomline's disclosure controls and procedures were effective.

                                       12

<PAGE>

There have been no changes in Bottomline's internal controls or financial
reporting in connection with the evaluation described above that have materially
affected, or are reasonably likely to materially affect, Bottomline's internal
control over financial reporting, and there were no corrective actions regarding
significant deficiencies or material weaknesses.

ITEM 8B. OTHER INFORMATION

On June 30, 2005, Bottomline issued 30,000,000 shares of restricted common stock
to its president, Buster Williams, Jr., for $800,000 in cash. See Part II, Item
5. Market for Common Equity, Related Stockholder Matters, and Small Business
Issuer Purchases of Equity Securities.



                                    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, 2005:

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

         Buster Williams, Jr.           52           President and Director
         David Williams                 30           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.

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, 2005, 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 filed the required report on Form 4 disclosing his acquisition
of 30,000,000 of Bottomline's common stock for $800,000 in cash on October 11,
2005.


                                       13

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table and the accompanying notes provide summary information for
each of the last two fiscal years concerning cash and noncash compensation in
excess of $100,000 paid or accrued by officers of the Company during the fiscal
years ended June 30, 2005 and 2004:

<TABLE>
                           SUMMARY COMPENSATION TABLE

                                                                           LONG TERM COMPENSATION
                                                                     ------------------------------------
                                        ANNUAL COMPENSATION                  AWARDS            PAYOUTS
                                ------------------------------------ ------------------------ -----------
           (a)            (b)       (c)         (d)         (e)          (f)         (g)         (h)          (i)
                                                           OTHER                  SECURITIES
                                                           ANNUAL     RESTRICTED  UNDERLYING                  ALL
                                                          COMPEN-       STOCK      OPTIONS/      LTIP        OTHER
        NAME AND                                           SATION       AWARD(S)    SARS        PAYOUTS      COMPEN-
   PRINCIPAL POSITION     YEAR  SALARY ($)   BONUS ($)     ($)(1)        ($)        (#)           ($)       SATION ($)
  ---------------------- ------------------- ----------- ----------- ------------ ----------- ----------- ------------
<S>                       <C>     <C>                <C>    <C>              <C>          <C>         <C>         <C>
  Buster Williams, Jr.    2005          $0           --     $99,110          --           --          --          --
    CEO and Director      2004     148,000           --     $24,978          --           --          --          --

---------------
(1)  Compensation disclosed under this column is transaction-based, resulting
     from services performed as a real estate agent or loan officer.
</TABLE>

We have not entered into written employment agreements with our executive
officers.

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.


                                       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, 2005, 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, 2005, there were 45,539,000 shares
of common stock issued and outstanding.

<TABLE>
                 NAME OF PERSON OR GROUP                  NATURE OF OWNERSHIP(1)       AMOUNT        PERCENT
                 -----------------------                  ----------------------       ------        -------
PRINCIPAL STOCKHOLDERS:
<S>                                                       <C>                        <C>               <C>
  Buster Williams Jr(1).................................  Common Stock               38,439,445        84
  201 E. Huntington Drive, Suite 202
  Monrovia, CA 91016

  David J. Williams(2)..................................  Common Stock                2,761,322         6
  201 E. Huntington Drive, Suite 202
  Monrovia, Ca. 91016

DIRECTORS:
  Buster Williams, Jr.(1)...............................  Common Stock               38,439,445        84
  201 East Huntington Drive, Suite 202
  Monrovia, CA  91016

  David Williams(2).....................................  Common Stock                2,761,322         6
  201 East Huntington Drive, Suite 202
  Monrovia, CA  91016

  ALL EXECUTIVE OFFICERS AND
  DIRECTORS AS A GROUP (2 PERSONS):.....................  Common Stock               41,200,777        90
</TABLE>


--------------------------------------------------------------------------------
(1)  Consists of 30,000,000 shares held by Buster Williams, Jr. and Mei Chen, as
     JT, 8,145,688 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.
(2)  Consists of 2,504,285 shares held by David Williams and 257,037 shares held
     by his wife, Caitlin Williams. David Williams is a director of the Company
     and the son of Buster Williams, Jr.

                                       15

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


During the year ended June 30, 2005 Buster Williams, Jr., the CEO of the
Company, and his wife, Mei Chen, purchased an additional 30,000,000 shares of
common stock in Bottomline Home Loan, Inc. at a price of $.0.02667 per share, a
total of $800,000 cash.


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

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, 2005, Mr. Williams
purchased 175,000 shares of stock pursuant to that agreement for a price of
$0.24 per share. During that period, Bottomline purchased 175,000 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, 2005,
Bottomline's ownership interest in its subsidiary increased from approximately
76% to approximately 87%.

                                       16


<PAGE>

ITEM 13. EXHIBITS

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

    EXHIBIT
     NUMBER                                    TITLE OF DOCUMENT                                       LOCATION
---------------- ------------------------------------------------------------------------------- ---------------------

    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 23      CONSENTS OF EXPERTS AND COUNSEL
     23.01       Consent of Mendoza Berger & Co.                                                 Attached

    ITEM 31      RULE 13A-14(a)/15d14(a) CERTIFICATIONS
     31.01       Certification of Chief Executive  Officer and Chief Financial Officer Pursuant  Attached
                 to Rule 13a-14

    ITEM 32      SECTION 1350 CERTIFICATIONS
     32.01       Certification of Chief Executive Officer and Chief Financial Officer Pursuant   Attached
                 to 18  U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002
</TABLE>

____________________
(1) Incorporated by reference from the registration statement on Form 10-SB
    filed August 30, 2000, SEC File No. 000-31413.
(2) Incorporated by reference from the annual report on Form 10-KSB for the
    fiscal year ended June 30, 2001, filed September 21, 2001.


                                       17

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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


The aggregate fees billed by Mendoza Berger & Company for professional services
rendered for the audit of Bottomline's annual financial statements for the
fiscal year ended June 30, 2005, were $20,791.18. The aggregate fees billed by
Tanner LC for services rendered for the quarterly reviews of the financial
statements included in Bottomline's quarterly reports on Form 10-QSB for the
fiscal year ended June 30, 2005 were $13,800. The aggregate fees billed by
Tanner LC, for professional services rendered for the audit of Bottomline's
annual financial statements for the fiscal year ended June 30, 2004, and for the
reviews of the financial statements included in Bottomline's quarterly reports
on Form 10-QSB for that fiscal year, were $26,070.

Audit Related Fees

Mendoza Berger & Company did not bill Bottomline for any professional services
that were reasonably related to the performance of the audit or review of
financial statements for the fiscal year ended June 30, 2005, that are not
included under audit fees above. Tanner LC, did not bill Bottomline for any
professional services that were reasonably related to the performance of the
audit or review of financial statements for the fiscal year ended June 30, 2004,
that are not included under audit fees above.

Tax Fees

The aggregate fees billed by Mendoza Berger & Company for professional services
rendered for tax compliance, tax advice, and tax planning for the fiscal years
ended June 30, 2005, were $-0-. The aggregate fees billed by Tanner LC for
professional services rendered for tax compliance, tax advice, and tax planning
for the fiscal years ended June 30, 2005 and 2004, were $1,615 and $1,375.00,
respectively. [Those fees were charged for tax compliance in connection with the
preparation of the tax returns for the years ended June 30, 2005, and June 30,
2004.]

All Other Fees

Mendoza Berger & Company did not perform any services for Bottomline or charge
any fees other than the services described above under "Audit Fees" [and "Tax
Fees"] for the fiscal year ended June 30, 2005. Tanner LC, did not perform any
services for Bottomline or charge any fees other than the services described
above under "Audit Fees" [and "Tax Fees"] for the fiscal year ended June 30,
2004.



SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 4th day of August, 2006.


                                             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          August 4, 2006
------------------------
Buster Williams, Jr.


/s/ David Williams         Vice President and Director          August 4, 2006
------------------------
David Williams



                                       18



<PAGE>




                         BOTTOMLINE HOME LOAN, INC.
                         CONSOLIDATED FINANCIAL STATEMENTS
                         JUNE 30, 2005 AND 2004



<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders'
of Bottomline Home Loan, Inc.


We have audited the accompanying consolidated balance sheet of Bottomline Home
Loan, Inc. (a Nevada corporation) as of June 30, 2005, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides 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, 2005, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

/s/ MENDOZA BERGER & COMPANY, L.L.P.



Irvine, California
September 27, 2005


<PAGE>

                                               215 South State Street, Suite 800
                                                      Salt Lake City, Utah 84111
                                                        Telephone (801) 532-7444
                                                              Fax (801) 532-4911
                                                                www.tannerco.com
--------------------------------------------------------------------------------
TANNER LC
THE CRITICAL KNOWLEDGE SOURCE
BUSINESS ADVISORS                               REPORT OF INDEPENDENT REGISTERED
AND CERTIFIED PUBLIC ACCOUNTANTS
                                                          PUBLIC ACCOUNTING FIRM


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


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

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

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

/s/ Tanner LC

Salt Lake City, Utah
August 11, 2004




<PAGE>
<TABLE>

                                                           BOTTOMLINE HOME LOAN, INC.
                                                          Consolidated Balance Sheets

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

                                                              2005           2004
                                                           -----------    -----------
<S>                                                        <C>
ASSETS

Current assets:
  Cash and cash equivalents                                $ 1,066,428    $   272,599
  Restricted cash                                               52,240          8,114
  Receivables from sales of loans                            3,206,115      1,912,626
  Mortgage servicing rights, net                                11,397         42,218
  Prepaids and other current assets                             42,487          4,005
                                                           -----------    -----------
     Total current assets                                    4,378,667      2,239,562

Property and equipment, net                                    154,353        152,651
Equity builder finder's fee receivable, net                     48,725         84,776
Other assets                                                    13,312         16,087
                                                           -----------    -----------
     Total assets                                          $ 4,595,057    $ 2,493,076
                                                           ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Warehouse line of credit                                 $ 2,998,849    $ 1,765,274
  Accounts payable and accrued expenses                        308,200        171,326
  Current portion of capital lease obligations                  17,690         25,060
                                                           -----------    -----------
     Total current liabilities                               3,324,739      1,961,660

Capital lease obligations, net of current portion               30,691         37,945
                                                           -----------    -----------

     Total liabilities                                       3,355,430      1,999,605
                                                           -----------    -----------

Minority interest                                              174,797         85,907

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 shares
     authorized; 45,539,000 and 15,539,000 shares issued
     and outstanding in 2005 and 2004, respectively             45,539         15,539
  Additional paid-in capital                                 1,273,563        634,391
  Accumulated deficit                                         (254,272)      (242,366)
                                                           -----------    -----------
     Total stockholders' equity                              1,064,830        407,564
                                                           -----------    -----------

     Total liabilities and stockholders' equity            $ 4,595,057    $ 2,493,076
                                                           ===========    ===========


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

<PAGE>

                                                           BOTTOM LINE HOME LOAN, INC.
                                                 Consolidated Statements of Operations

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

                                                              2005             2004
                                                          ------------    ------------
Revenues:
  Income from sale of loans and servicing rights          $    898,067    $    683,355
  Origination fee revenue                                      809,305       1,088,112
  Income from sale of servicing portfolio                      255,836         674,727
  Real estate commission revenue                             3,192,886       1,161,203
  Servicing revenue                                             16,708          38,315
  Other revenue                                                132,938          53,621
                                                          ------------    ------------
     Total revenues                                          5,305,740       3,699,333
                                                          ------------    ------------

Operating expenses:
  Salaries and direct loan costs                             1,383,613       1,646,034
  Cost of servicing portfolio sold                             166,361         378,965
  Real estate commissions paid                               3,059,640       1,101,223
  Interest                                                      97,439          58,418
  General and administrative                                   612,191         550,100
                                                          ------------    ------------
     Total operating expenses                                5,319,244       3,734,740
                                                          ------------    ------------
     Loss from operations                                      (13,504)        (35,407)
                                                          ------------    ------------
Other income (expense):
  Other income (expense)                                          (340)            929
                                                          ------------    ------------
     Total other income (expense)                                 (340)            929
                                                          ------------    ------------
     Net loss before minority interest and taxes               (13,844)        (34,478)

Income tax expense                                                  --         (19,287)
Minority share of loss                                           1,938           9,140
                                                          ------------    ------------
Net loss                                                  $    (11,906)   $    (44,625)
                                                          ============    ============

Net loss per common share - basic and diluted             $         --    $         --
                                                          ============    ============

Weighted average shares outstanding - basic and diluted     15,621,191      15,539,000
                                                          ============    ============

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

<PAGE>

                                                                                                     BOTTOMLINE HOME LOAN, INC.
                                                                                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                             YEARS ENDED JUNE 30, 2005 AND 2004
-------------------------------------------------------------------------------------------------------------------------------


                                         PREFERRED STOCK         COMMON STOCK         ADDITIONAL
                                         -----------------------------------------     PAID-IN     ACCUMULATED
                                         SHARES AMOUNT     SHARES         AMOUNT       CAPITAL       DEFICIT         TOTAL
                                         --------------------------------------------------------------------------------------

Balance, July 1, 2003                      -   $   --    15,539,000   $    15,539   $   656,506    $  (197,741)   $   474,304

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

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

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

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

Buy-back of subsidiary common stock        -       --            --            --       (40,000)            --        (40,000)

Change in minority interest due
to buy-back of subsidiary stock
and capital infusion                       -       --            --            --       (90,828)            --        (90,828)

Issuance of stock to a related party for
cash                                       -       --    30,000,000        30,000        770,000            --        800,000

Net loss                                   -       --            --            --            --        (11,906)       (11,906)
                                         --------------------------------------------------------------------------------------

Balance, June 30, 2005                     -   $   --    45,539,000   $    45,539   $ 1,273,563    $  (254,272)    $1,064,830
                                         ======================================================================================

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

<PAGE>

                                                                      BOTTOMLINE HOME LOAN, INC.
                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                            YEARS ENDED JUNE 30,
------------------------------------------------------------------------------------------------


                                                                      2005              2004
                                                                  ------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                       $   (11,906)     $    (44,625)
   Adjustments to reconcile net loss to net cash
     provided by operating activities:
     Depreciation and amortization                                     23,620            28,463
     Bad debt expense on equity finder's fee receivable                20,000            20,000
     Minority interest in net income (loss)                            (1,938)           (9,140)
     Decrease (increase) in:
       Receivables from sales of loans                             (1,293,489)        1,725,921
       Equity builder finder's fee receivable                          16,051            47,331
       Prepaid and other current assets                               (38,482)             (929)
       Mortgage servicing rights                                       30,821            97,059
       Other assets                                                     2,775            (1,760)
     Increase (decrease) in:
       Accounts payable and accrued expenses                          136,874           (92,699)
       Net change in warehouse line of credit                       1,233,575        (1,696,698)
                                                                  ------------------------------

         Net cash provided by operating activities                    117,901            72,923
                                                                  ------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   (Increase) decrease in restricted cash                             (44,126)            9,795
   Purchase of property and equipment                                 (13,822)          (71,160)
                                                                  ------------------------------

         Net cash used in investing activities                        (57,948)          (61,365)
                                                                  ------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of note payable                                                 --           (97,757)
   Payments of capital lease obligations                              (26,124)          (21,463)
   Buy-back of subsidiary common stock                                (40,000)          (48,000)
   Proceeds from issuance of stock                                    800,000                 -
                                                                  ------------------------------

         Net cash provided by (used in) financing activities          733,876          (167,220)
                                                                  ------------------------------

Net increase (decrease) in cash and cash equivalents                  793,829          (155,662)

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

Cash and cash equivalents at end of year                           $1,066,428       $   272,599
                                                                  ------------------------------

------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                                   4
</TABLE>

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       NATURE OF BUSINESS

       The Company was incorporated under the laws of the State of Nevada on
       February 15, 1996 as CyberEnergy, Inc. The name of the Company was
       changed to Bottomline Home Loan, Inc. on May 4, 2001. The Company was a
       developmental stage company until June 27, 2001, when it acquired 76% of
       the outstanding common stock of Bottomline Mortgage, Inc. The transaction
       was accounted for as a reverse acquisition, therefore, the historical
       results presented in the financial statements are those of Bottomline
       Mortgage, Inc., the accounting acquirer, through June 27, 2001, after
       which historical results represent the combined entity. The ownership
       percentage has increased from 76% to 86% 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 a office location in Phoenix, Arizona. The
       Company's subsidiary is a loan correspondent, as defined by the U.S.
       Department of Housing and Urban Development (HUD), and is therefore
       required to conform to certain net worth, liquid assets and other
       conditions and requirements and to follow certain specific regulations
       issued from time to time by HUD.

       The Company, through its Global Realty division, is a licensed real
       estate broker. Global Realty is a network of over 175 commissioned real
       estate agents that work under the Company's real estate license in
       Southern California. The agents pay Global Realty a monthly membership
       fee to be a member of the Global Realty network, in addition to a flat
       fee out of each transaction they close.

       PRINCIPLES OF CONSOLIDATION

       The accompanying consolidated financial statements include the accounts
       of Bottomline Home Loan, Inc. (formerly known as Cyberenergy, Inc.) and
       its 87%-owned subsidiary, Bottomline Mortgage, Inc. Minority interest
       represents minority shareholders' proportionate share of the equity in
       Bottomline Mortgage, Inc. All significant intercompany balances and
       transactions are eliminated.

--------------------------------------------------------------------------------
                                                                               5

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued

       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.

       CASH AND CASH EQUIVALENTS

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

       RESTRICTED CASH

       The Company holds cash in a custodial bank account for the payment of tax
       and insurance impounds on loans serviced by the Company. These funds are
       transferred at the time of sale of the loan or servicing rights to the
       investor which purchases them.

       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.

--------------------------------------------------------------------------------
                                                                               6

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued


       EARNINGS PER SHARE - CONTINUED

       The computation of diluted earnings per common share is based on the
       weighted average number of shares outstanding during the year plus the
       common stock 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, 2005 and 2004, the Company
       had no common stock equivalents outstanding.

       MORTGAGE SERVICING RIGHTS AND RECEIVABLES FROM SALES OF LOANS

       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, 2005 and 2004.

--------------------------------------------------------------------------------
                                                                               7

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued


       PROPERTY AND EQUIPMENT

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

       RECOGNITION OF MORTGAGE FEE INCOME

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

--------------------------------------------------------------------------------
                                                                               8

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued


       RECOGNITION OF MORTGAGE FEE INCOME - CONTINUED

       In connection with the sale of mortgage loans, the Company may also sell
       the servicing rights to such loans. The Company 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 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, therefore no reserves have
       been established. During the years ended June 30, 2005 and 2004, the
       Company did not refund any service release premiums to a servicer.

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

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

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

       RECOGNITION OF LOAN SERVICING INCOME

       The Company recognizes revenue from servicing loans monthly as the
       services are performed.

--------------------------------------------------------------------------------
                                                                               9

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued


       REAL ESTATE COMMISSION REVENUE

       Real estate commissions are recognized at the point at which all Company
       services have been performed, and title to real property has passed from
       seller to buyer.

       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, 2005 and 2004 was
       $48,725 and $84,776, net of the allowance for uncollectible receivables
       of $40,000 and $20,000, respectively, which is shown under the caption
       "equity builder finder's fee receivable" on the balance sheet.

       IMPAIRMENT OF LONG-LIVED ASSETS

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

       INCOME TAXES

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

--------------------------------------------------------------------------------
                                                                              10

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued


       STOCK BASED COMPENSATION

       The Company accounts for stock-based compensation under the recognition
       and measurement principles of APB Opinion No. 25, Accounting for Stock
       Issued to 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, 2005 and 2004
       the Company did not have any stock options outstanding.

       ADVERTISING

       The Company expenses advertising costs as they are incurred. During the
       years ended June 30, 2005 and 2004, the Company had advertising expenses
       aggregating to $9,199 and $32,764, respectively.

       NEW ACCOUNTING PRONOUNCEMENTS


       In March 2004, the Securities and Exchange Commission (SEC) issued Staff
       Accounting Bulletin (SAB) No. 105 "Application of Accounting Principles
       to Loan Commitments," Which provides guidance regarding loan commitments
       that are accounted for as derivative instruments. In this SAB, the SEC
       determined that an interest rate lock commitment should generally be
       valued at zero at inception. The rate locks will continue to be adjusted
       for changes in value resulting form changes in market interest rates. The
       adoption of this SAB did not have a significant impact on the Company's
       Consolidated Balance Sheets or Consolidated Statements of Operations.


       In March 2004, the Financial Accounting Standards Board's (FASB) Emerging
       Issues Task Force (EITF) supplemented EITF 03-1, "The Meaning of
       Other-Than-Temporary Impairment and Its Application to Certain
       Investments" EITF 03-1 provides guidance to evaluating whether an
       investment is other-than-temporarily impaired and requires disclosures
       about unrealized losses on available for sale debt and equity securities.
       In September 2004, the FASB issued FASB Staff Position (FSP) EITF Issue
       03-01-1, "Effective Date of Paragraphs 10-20 of EITF Issue 03-1,"which
       deferred the effective date of the recognition and measurement provisions
       of the consensus until further guidance is issued. A separate proposed
       FSP was issued in September 2004 to address EITF 03-1 implementation
       issues. In November 2004, the FASB announced that the recognition
       provisions of EITF Issue 03-1 would not be effective in 2004.

--------------------------------------------------------------------------------
                                                                              11

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------


       In December 2004, the FASB issued SFAS No. 123 (Revised 2004),
       "Share-Based Payment" (SFAS123R). This statement is a revision of SFAS
       No. 123, "Accounting for Stock-Based Compensation" (SFAS 123) and
       supersedes APB Opinion No. 25 "Accounting for Stock Issued to Employees"
       (APB25). This Statement requires a public entity to measure the cost of
       employee services received in exchange for an award of equity instruments
       based on the grant-date fair value of the award (with limited
       exceptions). That the cost will be recognized over the period during
       which an employee is required to provide service in exchange for the
       award. This Statement eliminates the ability to account for share-based
       compensation transactions using APB 25. For public entities that do not
       file as small business issuers, this statement is effective as of the
       beginning of the first interim or annual reporting period that begins
       after June 15, 2005. The Company is evaluating the requirements of SFAS
       123R and expects that the adoption of SFAS 123R will not have a material
       effect.



2. PROPERTY AND EQUIPMENT

       Property and equipment consists of the following as of June 30:


                                                   2005          2004
                                             ----------------------------------

            Furniture and equipment          $        319,697 $         249,890
            Less accumulated depreciation            (165,344)          (97,239)
                                             ----------------------------------

                                             $        154,353 $         152,651
                                             ==================================
            Depreciation expense for 2005 and 2004 was $23,620 and
            $28,463, respectively.

--------------------------------------------------------------------------------
                                                                              12

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------


3. WAREHOUSE LINE OF CREDIT

       The Company has a warehouse line of credit with an available limit of
       $3,000,000. The line bears an interest rate of prime plus .5% (6.75% and
       4.75% at June 30, 2005 and 2004, respectively) and matures on June 30,
       2006. The line of credit is primarily secured by mortgage notes and
       proceeds from the sale of mortgage notes and is personally guaranteed by
       the chief executive officer and a vice president of the Company. At
       times, the bank has, at their discretion, elected to advance an amount
       above the available limit on the warehouse line of credit. The
       outstanding balance of the line of credit was $2,998,849 and $1,765,274,
       respectively, as of June 30, 2005 and 2004.


4. CAPITAL LEASE OBLIGATION

       Capital lease obligations consists of the following

                                                 2005                2004
                                           -----------------------------------
          Capitalized lease obligations    $          48,381  $        63,005
          Less current portion                       (17,690)         (25,060)
                                           -----------------------------------

          Capital lease obligations        $          30,691  $        37,945
                                           ===================================

          Future maturities of capital lease obligations are as
          follows:

          YEAR ENDING JUNE 30:
          --------------------
               2006             $           17,690
               2007                         16,267
               2008                         10,559
               2009                          2,670
               2010                          1,195
                                -------------------
                                $           48,381
                                ===================


5. LEASE OBLIGATIONS

       The Company leases certain equipment under noncancellable capital leases.
       These leases expire between 2006 and 2008.

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

                                                   2005             2004
                                             -----------------------------------
          Office equipment                   $        104,021 $          92,521

          Less accumulated amortization               (39,358)          (22,545)
                                             -----------------------------------

                                             $         64,663 $          69,976
                                             ===================================

       Amortization expense for the equipment under capital leases was
       approximately 16,000 and $15,000 for the years ended June 30, 2005 and
       2004, respectively.


--------------------------------------------------------------------------------
                                                                              13

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

5. LEASE OBLIGATIONS Continued


             YEAR ENDING JUNE 30:
             --------------------

                      2006                             $          22,360
                      2007                                        18,809
                      2008                                        11,523
                      2009                                         2,940
                      2010                                         1,225
                                                       ------------------

                                                                  56,857
             Less amount representing interest                    (8,476)
                                                       ------------------

             Present value of future minimum capital
               lease obligations                       $          48,381
                                                       ==================

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


                          YEAR ENDING JUNE 30:
                          --------------------
                               2006           $         139,000
                               2007                     106,000
                               2008                      13,000
                                              ------------------
                                              $         258,000
                                              ==================

       Total rent expense related to these non-cancelable operating leases for
       the years ended June 30, 2005 and 2004, was approximately $118,000 and
       $131,000, respectively.

6. 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:

                                                   2005            2004
                                             --------------------------------
        Federal income tax benefit
          at statutory rate                  $         4,000  $       20,000
        Meals and entertainment                            -         (1,000)
        State taxes paid due to suspension
          of use of net operating losses                   -        (19,287)
        Change in valuation allowance                (4,000)        (19,000)
                                             --------------------------------

        Net income tax provision             $             -  $     (19,287)
                                             ===============================

--------------------------------------------------------------------------------
                                                                              14

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------

6. INCOME TAXES Continued

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

                                           2005             2004
                                    ----------------------------------

            Depreciation            $       (33,000) $        (28,000)
            Net operating loss               62,000            53,000
            Valuation allowance             (29,000)          (25,000)
                                    ----------------------------------

                                    $             -  $              -
                                    ==================================

       At June 30, 2005, the Company has net operating loss carryforwards
       available to offset future taxable income of approximately $123,000,
       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.


7. COMMITMENTS AND CONTINGENCIES

       SALES OF LOANS WITH RECOURSE

       The Company has agreements with investors that purchase 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 3 to 12 months
              after the loan is sold.

       The Company did not incur any loan repurchase expenses during the years
       ended June 30, 2005 and 2004, respectively. No provision has been
       included in the financial statements for future loan repurchases because
       such amounts are not considered material.

--------------------------------------------------------------------------------
                                                                              15

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------


7. COMMITMENTS AND CONTINGENCIES Continued

       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.


8. FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company estimates that the fair value of all financial instruments at
       June 30, 2005 and 2004, does not differ materially from the aggregate
       carrying values of its financial instruments recorded in the accompanying
       consolidated balance sheets.


9. CONCENTRATION OF REVENUES

       The Company sold materially all of its loans to three investors during
       the years ended June 30, 2005 and 2004.


10. RELATED PARTY TRANSACTIONS

       During the year ended June 30, 2005, the CEO of the Company bought
       30,000,000 shares of Bottomline Home Loan stock for $800,000 cash.

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

       During the year ended June 30, 2003, the CEO of the Company bought
       715,000 shares of Bottomline Mortgage, Inc.'s stock from a shareholder
       for $170,000. The Company entered into an agreement with the CEO to buy
       all of those shares on a best efforts basis over a period of
       approximately 30 months. During the year ended June 30, 2005, the Company
       purchased 175,000 shares for $40,000 from the CEO. During the year ended
       June 30, 2004 the Company purchased 200,000 shares for $48,000 from the
       CEO.

--------------------------------------------------------------------------------
                                                                              16

<PAGE>

                                                      BOTTOMLINE HOME LOAN, INC.
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                       Continued

                                                          JUNE 30, 2005 AND 2004
--------------------------------------------------------------------------------


11. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

       During the years ended June 30,


                                                     2005            2004
                                              ----------------------------------
                         Cash paid for:
                              Interest        $        97,439 $          58,418
                                              ==================================

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

       During the year ended June 30, 2005 the Company:

       o      Acquired property and equipment in exchange for capital leases of
              $11,500.

       o      Decreased minority interest and increased additional paid in
              capital by $21,172, due to the buyback of subsidiary stock by the
              subsidiary, which was offset by an increase in minority interest
              and decreased additional paid in capital by $112,000, due to a
              capital contribution from the Company to its subsidiary.

       During the year ended June 30, 2004 the Company:

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

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