<PAGE>


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


                                   FORM 10-KSB


Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
                    for the fiscal year ended June 30, 2006

                        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 [X].

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, 2006 WERE $ 8,527,452.


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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 29, 2006, THE NUMBER OF
SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, $0.001 PAR VALUE (THE ONLY
CLASS OF VOTING STOCK), WAS 4,540.

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.............................................6

Item 3.    Legal Proceedings...................................................6

Item 4.    Submission of Matters to a Vote of Security Holders.................6

           PART II

Item 5.    Market for Common Equity, Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities..........7

Item 6.    Management's Discussion and Analysis or Plan of Operation...........9

Item 7.    Financial Statements...............................................16

Item 8.    Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure..............................16

Item 8A.   Controls and Procedures............................................16

Item 8B.   Other Information..................................................16

           PART III

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

Item 10.   Executive Compensation.............................................17

Item 11.   Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters..................................18

Item 12.   Certain Relationships and Related Transactions.....................19

Item 13.   Exhibits...........................................................19

Item 14.   Principal Accountant Fees and Services.............................21

           Signatures.........................................................22




                                        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 1000 shares of its common stock to acquire 408 shares,
approximately 76%, of the common stock of Bottomline Mortgage, Inc. from seven
stockholders of that company. The 1000 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.

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, until July 2006, through the operation of a
real estate network "Global Realty". 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 88% as a result of Bottomline Home Loan, Inc.'s purchase of
additional shares of its subsidiary, Bottomline Mortgage, Inc., but returned to
76% in April 2006 when Bottomline Home Loan, Inc., sold 720,000 shares of stock
in Bottomline Mortgage, Inc., to David Williams, its Vice-President and a
director, for $240,000. See Item 12. Certain Relationships and Related
Transactions.


                                        1


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OPERATION OF BUSINESS AFTER ACQUISITION
---------------------------------------

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

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 worked 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 has been a source of additional mortgage loan
referrals As the agents within the network refer many of their customers to
Bottomline for their mortgage needs.

In 2006, Bottomline was informed by the U.S. Department of Housing and Urban
Development (HUD) that it could not maintain its approved status as a mortgage
loan provider if it continued to receive substantial revenues from its real
estate operations. Accordingly in July 2006, Bottomline sold its Global Realty
Division to Right Start Real Estate Services, Inc., which is owned by
Bottomline's president and director, Buster Williams, Jr., for $1.

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. The
primary expenses for Bottomline's operations consist of salaries and 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 and the slowdown in the housing
market over recent months, Bottomline's historical performance may not be
indicative of results in future interest rate environment periods. Recent net
losses or profits by Bottomline may distort some ratios and financial statistics
and may make period-to-period comparisons difficult.


                                        2
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OPERATION OF BUSINESS AFTER ACQUISITION (CONTINUED)
--------------------------------------------------


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.

         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 $417,000 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.

                                        3

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OPERATION OF BUSINESS AFTER ACQUISITION (CONTINUED)
--------------------------------------------------

         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.

         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.


                                        4
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GOVERNMENT REGULATION (CONTINUED)
--------------------------------

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.


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.


                                        5
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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 June 30, 2006, Bottomline had a total of 204 employees, independent
contractors and staff. The breakdown is as follows, 175 Commission real estate
agents, who are independent contractors, 18 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, an unrelated
California Corporation. Bottomline pays annual rent of $81,900 for the use of
this 3,900 square foot office location.

Through June 30,2006, Bottomline also maintained six small satellite offices in
Southern California for use by the members of the Global Realty Network for
meetings with clients. Bottomline paid an aggregate of $78,687 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, 2006.



                                        6

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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 49,995 shares
of common stock, par value $0.001, of which 4,540 are issued and outstanding as
of June 30, 2006. 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.




                                        7

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

Bottomline's operations are conducted through its subsidiary Bottomline
Mortgage, Inc. Bottomline is an independent retail mortgage banking company
primarily engaged in the business of originating and selling residential
mortgage loans. Bottomline offers a broad array of residential mortgage products
targeted primarily to high-credit-quality borrowers over the Internet, as well
as through six commission-compensated loan originators. Operations are conducted
from Company offices in Monrovia, California, which operates as community loan
center and call center to service the nine states in which Bottomline is
currently approved to originate mortgages. Bottomline operates primarily as a
mortgage banker, underwriting, funding and selling its loan products to various
buyers. During fiscal year 2006, Bottomline originated approximately $77.1
million in loans, of which 90.4% were first mortgages and 9.7% were second
mortgages made to persons seeking to refinance their residential loans. During
the fiscal year 2005, approximately $53.9 million in loans were originated, of
which 92% were first mortgages and 8% were second mortgages to owners seeking to
refinance. Bottomline's last fiscal year of operation, July 1, 2005 to June 30,
2006, has shown a very positive impact from the continuing recruitment of Real
Estate Agents into our Global Realty network during the last year. Bottomline's
total revenues for the year ended June 30, 2006, were $8,527,454, up 60.7% over
the same period in 2005.
With the sale of the Global Realty Network in July 2006, however, we expect a
substantial reduction in our revenue for the 2007 fiscal year.

Total revenues for the year ended June 30, 2005, were $5,305,740. Bottomline's
net loss increased during its latest fiscal year from a net loss of $11,906 in
2005, to a net loss of $183,961 in 2006.

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


                                        8

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

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.

Expenses for the operation of Bottomline consist of salaries and benefits paid
to employees, rent, equipment costs, Internet related expenses, licensing and
participation fees, advertising costs, marketing, promotion costs, data
processing and communication costs. A substantial portion of these expenses is
variable in nature. Commissions paid to loan originators are extremely variable.
The commissions range from 50% to 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.

Interest rate and economic cycles also affect the mortgage industry. Loan
originations typically decrease in a rising interest rate environment. During
these periods, refinancing originations decrease as the higher interest rates
provide reduced economic incentives for borrowers to refinance their existing
mortgages. On the other hand, during a period of lowering of interest rates,
Bottomline may experience an increase in the number of loans that are
originated. It is possible that when interest rates lower by 1% or more during a
short period of time that we may also experience the prepayment of some of the
loans that we originate, due to borrowers refinancing a second time to take
advantage of the lower rates. Should this occur within the first 3 to 12 months
after the origination of our loan, it may cause us to repay service release




                                        9

<PAGE>


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

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 2006, inflation has been relatively low, and we
believe it has not had a material effect on Bottomline's results of operations.
To the extent inflation increases in the future, interest rates will also likely
rise, which would impact the number of loans that Bottomline originates. This
impact would adversely affect Bottomline's future results of operations.

Seasonality affects the mortgage banking business of Bottomline as loan
originations are typically at their lowest levels during the fall and winter
quarters due to a reduced level of home buying activity during the colder
months. Loan originations typically increase during the warmer months, beginning
in March and continuing through October. As a result of these trends, Bottomline
may experience higher earnings in 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 December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 153 ("SFAS 153"), Exchanges of Nonmonetary Assets, which changes the
guidance in APB 29, Accounting for Nonmonetary Transactions. This statement
amends APB 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The provisions of this SFAS
153 are to be applied prospectively and are effective for fiscal years beginning
after June 15, 2005. The Company does not expect adoption of SFAS 153 to have a
material impact on its financial condition or results of operations.



                                       10
<PAGE>

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

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
----------------------------------------

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154
("SFAS 154"), Accounting Changes and Error Corrections. This statement, which
replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3,
Reporting Accounting Changes in Interim Financial Statements, requires that a
voluntary change in accounting principle be applied retrospectively to all prior
period financial statements presented, unless it is impracticable to do so. SFAS
154 also provides that a change in method of depreciating or amortizing a
long-lived non-financial asset be accounted for as a change in estimate effected
by a change in accounting principle, and also provides that correction of errors
in previously issued financial statements should be termed a "restatement". SFAS
154 is effective for fiscal years beginning after December 15, 2005. The Company
does not expect adoption of SFAS 154 to have a material impact on its financial
condition or results of operations.

In February 2006, the Financial Accounting Standards Board (FASB) issued SFAS
No. 155 "Accounting for Certain Hybrid Financial Instruments - an amendment of
FASB Statements No. 133 and 140". This Statement amends FASB Statements No. 133,
Accounting for Derivative Instruments and Hedging Activities, and No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. This Statement resolves issues addressed in Statement 133
Implementation Issue No. D1, "Application of Statement 133 to Beneficial
Interests in Securitized Financial Assets." This statement is effective for all
financial instruments acquired or issued after the beginning of an entities
first fiscal year that begins after September 15, 2006. Adoption of SFAS No. 155
is not expected to have a material effect on the Company's results of
operations, financial condition of cash flows.

In March 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
156, "Accounting for Servicing of Financial Assets---an amendment of FASB
Statement No. 140." SFAS No. 156 amends SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities," with
respect to accounting for separately recognized servicing assets and servicing
liabilities. SFAS No. 156 is effective for fiscal years that begin after
September 15, 2006, with early adoption permitted as of the beginning of an
entity's fiscal year. The Company has adopted SFAS No. 156 as of June 30, 2006.




                                       11
<PAGE>


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

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, 2006 and 2005, 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, 2006 and 2005, Bottomline did not record any service release premiums.



                                       12


<PAGE>


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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES (CONTINUED)
-----------------------------------------------------

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

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

Equity Builder finder's fees represent finders' fees charged to customers to
initiate the Equity Builder Program (the program). The program allows the
customer to make biweekly payments by automatic transfer, which results in a
quicker loan payoff. Equity Builder revenue is recognized upon Bottomline
receiving confirmation from the servicing agent that the loan payments will be
processed in accordance with the program. The unpaid balance from the program
due from customers at June 30, 2006 and 2005, was $36,209 and $48,725, net
allowance for uncollectible receivables of $40,000 and $40,000, respectively,
which is shown under the caption "Equity Builder finder's fee receivable" on the
consolidated balance sheet. Bottomline stopped initiating customers in the
Equity Builder Program in September 2002, and does not anticipate enrolling
customers in the future. Revenue from servicing loans is recognized monthly as
the services are performed.

Bottomline originates mortgage loans for sale to the secondary market and sells
the loans on either a servicing retained or servicing released basis. Mortgage
servicing rights represent the right to receive payments from the mortgages,
administer the escrow accounts, and remit the mortgage payments to the investor.
The investor pays the servicer a predetermined rate in exchange for servicing
the loans. Servicing rights are recognized as assets based on a percentage of
the direct costs incurred to originate the loan. The percentage of direct costs
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, 2006 and 2005.




                                       13

<PAGE>


RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED JUNE 30, 2006, COMPARED WITH
------------------------------------------------------------------------------
JUNE 30, 2005
-------------

REVENUES
--------

Bottomline had $8,527,454 in revenue for the year ended June 30, 2006, and had
$5,305,740 in revenue for the year ended June 30, 2005. This increase is
primarily a result of Real Estate Commissions earned from Global Realty. During
fiscal 2006, we originated approximately $77.1 million of loans versus
approximately $54.0 million in fiscal 2005, an increase of 42.8%.

Bottomline had loan origination income and interest income of $1,191,552 in
fiscal 2006 versus $809,305 in fiscal 2005, an increase of 47.2%. In addition,
we had income from the sale of loans and servicing rights in the amount of
$1,511,039 in fiscal 2006 compared with $898,067 in fiscal 2005, an increase of
68.3%. We had income from the sale of servicing portfolios of $5,005 compared to
$255,836, respectively, of the fiscal years ended June 2006 and 2005. The
majority of the servicing rights were sold during the 2005 fiscal year.

We recognized servicing revenue of $1,262 and $16,708, respectively during the
years ended June 30, 2006 and 2005. During fiscal 2006, we focused our efforts
on loan origination and establishing the Global Realty network, therefore our
revenues from real estate commissions increased to $5,663,962 in 2006 from
$3,192,886 in 2005, an increase of 77.4%. We currently have over 175 real estate
agents that operated under our real estate license in California. Other revenues
totaled $154,632 and $132,938, respectively, for the years ended June 30, 2006
and 2005. Other revenues consist primarily of monthly desk fees and web site
set-up fees charged to our real estate agents.

EXPENSES
--------

General and administrative expenses for the fiscal year ended June 30, 2006,
were $722,372 and such expenses for the fiscal year ended June 30, 2005,
were $610,591, an increase of $111,781 or 18.3%. General and administrative
expenses for 2006 and 2005 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, 2006, were $2,345,634 compared to $1,383,613 for the year ended
June 30, 2005, an increase of $962,021 or 69.5%. This increase is attributable
to
an increase in employees and other related expenses. Interest expenses of
$279,575 for the year ended June 30, 2006, compared to $97,439 for 2005. This
increase of $182,136 or 186.9% is a result of increase in loan balances 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, 2006, were $8,739,138,
compared to $5,317,644 for the year ended June 30, 2005, an increase of
$3,421,494, or 64.3%, resulting primarily from real estate commissions paid and
other factors as stated.



                                       14


<PAGE>


RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED JUNE 30, 2006, COMPARED WITH
------------------------------------------------------------------------------
JUNE 30, 2005 (CONTINUED)
------------------------

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

The Company had a net loss of $183,961 for the year period ended June 30, 2006,
compared to net loss of $11,906 for the fiscal year ended June 30, 2005. The net
loss for the current year is a reflection of increased expense related to
interest and the cost associated with the recruiting of real estate agents to
build the Global Realty network.

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, 2007.

Bottomline's warehouse facility or line of credit used to fund loans, was $11
million as of June 30, 2006, This warehouse facility was renewed as of August
31, 2005 in the amount of $11 million, with an interest rate of prime plus 0.75%
(8.75%), with First Collateral Services. First Collateral requires that
Bottomline maintain a minimum tangible net worth of $900,000 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, 2006, was $9,308,535,
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.


                                       15

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

The Company's audited financial statements for the fiscal year ended June 30,
2006, are attached hereto as F-1 through F-18.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

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, 2006. Based upon that evaluation,
Bottomline's chief executive officer and chief financial officer has concluded
that Bottomline's disclosure controls and procedures were effective. 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

None.



                                       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.           53           President and Director
         David Williams                 31           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


                                       16
<PAGE>



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


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, 2006, and any
written representation referred to in paragraph (b)(2)(i) of Item 405 of
Regulation S-B, no person that, at any time during the most recent fiscal year,
was a director, officer, beneficial owner of more than 10% of any class of our
equity securities, and or any other persons known to be subject to Section 16 of
the Exchange Act, failed to file, on a timely basis, reports required by Section
16(a) of the Exchange Act.


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, 2006 and 2005:

<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     OMPEN-
   PRINCIPAL POSITION     YEAR  SALARY ($)   BONUS ($)     ($)(1)        ($)        (#)           ($)       SATION
---------------------- ------------------- ----------- ----------- ------------ ----------- ----------- ----------
<S>                        <C>
  Buster Williams, Jr.     2006          $0       --      $140,000          --           --          --        --
    CEO and Director
                           2005          $0       --      $ 99,110          --           --          --        --

-------------------------------
(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.


                                       17
<PAGE>



COMPENSATION OF DIRECTORS
--------------------------

Directors are not compensated as directors in addition to the other compensation
they receive as real estate agents or loan officers.


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 June 30, 2006, 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 June 30, 2006, there were 4,540 shares of common stock
issued and outstanding.

     NAME OF PERSON OR GROUP          NATURE OF OWNERSHIP(1)  AMOUNT  PERCENTAGE
     -----------------------          ----------------------  ------  ----------

PRINCIPAL STOCKHOLDERS:

  Buster Williams, Jr.(1)                 Common Stock         3,844        85%
  201 E. Huntington Drive, Suite 202
  Monrovia, CA 91016

  David J. Williams(2)                    Common Stock           276         6
  201 E. Huntington Drive, Suite 202
  Monrovia, Ca. 91016

DIRECTORS:
  Buster Williams, Jr.(1)                 Common Stock          3,844       85
  201 East Huntington Drive, Suite 202
  Monrovia, CA  91016

  David Williams(2)                       Common Stock            276        6
  201 East Huntington Drive, Suite 202
  Monrovia, CA  91016

  ALL EXECUTIVE OFFICERS AND
  DIRECTORS AS A GROUP (2 PERSONS)        Common Stock          4,120       91

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

(1)  Consists of 3000 shares held by Buster Williams, Jr. and Mei Chen, as JT,
     814 shares held by Buster Williams, Jr., and 30 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 250 shares held by David Williams and 26 shares held by his
     wife, Caitlin Williams. David Williams is a director of the Company and the
     son of Buster Williams, Jr.



                                       18

<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 3000 shares of common stock in
Bottomline Home Loan, Inc. at a price of $266.7 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, 2005,
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 71.5 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 17.5 shares of stock pursuant to that agreement for a price of $2,400
per share. During that period, Bottomline purchased 17.5 of those shares from
Mr. Williams at a price of $2,400 per share in an effort to increase its
ownership interest in its subsidiary. In April 2006, Bottomline Home Loan, Inc.,
sold 720,000 shares of its subsidiary, Bottomline Mortgage, Inc., to David
Williams, its Vice President and a director, for $240,000.


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.


    EXHIBIT                           TITLE OF DOCUMENT
    NUMBER                            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 December 15, 1999.  Incorporated by reference(1).

     3.03        Amendment to the Articles of Incorporation of Cyberenergy, Inc.
                 (name change to Bottomline Home Loan, Inc.) filed
                 July 20, 2001.   Incorporated by reference(2).

     3.04        Bylaws adopted December 31, 1999.  Incorporated by
                 reference(1).



                                       19

<PAGE>


ITEM 13. EXHIBITS (CONTINUED)

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

    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., dated April 2001.  Incorporated by
                 reference(2).

     10.02       Stock Acquisition Agreement between and among Cyberenergy, Inc.
                 and Buster Williams, Jr., David Williams, Mei Chen, Caitlin
                 Rabanera, Matt Morris, Sandra Jorgensen and Athena V. Killeen
                 dated May 2001.  Incorporated by reference (2).

     10.03       Stock Purchase Agreement between and among Cyberenergy, Inc.
                 and Torchmail Communications, Inc. dated June 2001.
                 Incorporated by 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 to Rule 13a-14.  Attached.

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

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


--------------------
(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.




                                       20
<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, 2006, were $35,000.00 and for fiscal year ended June
30, 2005 were $20,791.18

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 years ended June 30, 2006 and 2005, that are
not included under audit fees above.

Tax Fees
--------
There were no 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, 2006, or 2005.

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" for the
fiscal years ended June 30, 2006 and 2005.




         Annual Audited Financial Statements                                Page
                                                                            ----

         Report of Independent Registered Public Accounting Firm            F-1

         Consolidated Financial Statements

         Consolidated Balance Sheets                                        F-2

         Consolidated Statements of Operations                              F-3

         Consolidated Statement of Stockholders' Equity (Deficit)           F-4

         Consolidated Statements of Cash Flows                              F-5

         Notes to Consolidated Financial Statements                 F-6 to F-18





                                       21
<PAGE>


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 29th day of September, 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        September 29, 2006
------------------------
Buster Williams, Jr.


/s/ David Williams         Vice President and Director        September 29, 2006
------------------------
David Williams


                                       22


<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2006 AND 2005






             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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

We have audited the accompanying consolidated balance sheets of Bottomline Home
Loan, Inc. (a Nevada corporation) as of June 30, 2006 and 2005, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit includes consideration of
internal controls over financial reporting as basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bottomline Home
Loan, Inc. as of June 30, 2006 and 2005, and the results of its operations and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.


Mendoza Berger & Company, LLP

/s/ Mendoza Berger & Company, LLP



September 29, 2006
Irvine, California


<PAGE>
<TABLE>


                                BOTTOMLINE HOME LOAN, INC.
                               CONSOLIDATED BALANCE SHEETS

                                                            June 30,       June 30,
                                                              2006           2005
                                                           -----------    -----------
      ASSETS
<S>                                                       <C>
Current assets:
  Cash and cash equivalents                               $    415,503    $ 1,066,428
  Restricted cash                                               18,916         52,240
  Receivables from sales of loans                           10,173,705      3,206,115
  Mortgage servicing rights, net                                41,355         11,397
  Prepaids and other current assets                              3,647         42,487
                                                          ------------    -----------
     Total current assets                                   10,653,126      4,378,667

Property and equipment, net                                    177,453        154,353
Equity builder finder's fee receivable, net                     36,209         48,725
Other assets                                                    13,312         13,312
                                                          ------------    -----------
     Total assets                                         $ 10,880,100    $ 4,595,057
                                                          ============    ===========

      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Warehouse line of credit                                $  9,308,535    $ 2,998,849
  Accounts payable and accrued expenses                        254,118        308,200
  Current portion of capital lease obligations                  30,415         17,690
                                                          ------------    -----------
     Total current liabilities                               9,593,068      3,324,739

Capital lease obligations, net of current portion               70,820         30,691
                                                          ------------    -----------

     Total liabilities                                       9,663,888      3,355,430
                                                          ------------    -----------

Minority interest                                              335,343        174,797


Stockholders' equity:
  Preferred stock, $.001 par value, 5,000 shares
     Authorized; 0 shares issued and outstanding
     At June 30, 2006 and 2005, respectively                        --             --
  Common stock, $.001 par value, 49,995 shares
     authorized; 4,540 and 4,540 shares issued
     and outstanding at June 30, 2006 and 2005,
     respectively                                                    5              5
  Additional paid-in capital                                 1,319,097      1,319,097
  Accumulated deficit                                         (438,233)      (254,272)
                                                          ------------    -----------
     Total stockholders' equity                                880,869      1,064,830
                                                          ------------    -----------

     Total liabilities and stockholders' equity           $ 10,880,100    $ 4,595,057
                                                          ============    ===========



-------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                      F-2
<PAGE>


                                 BOTTOM LINE HOME LOAN, INC.
                            CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                YEARS ENDED JUNE 30,
                                                              2006             2005
                                                          ------------    ------------
Revenues:
  Income from sale of loans and servicing rights          $  1,511,039    $    898,067
  Origination fee revenue                                    1,191,552         809,305
  Income from sale of servicing portfolio                        5,005         255,836
  Real estate commission revenue                             5,663,962       3,192,886
  Servicing revenue                                              1,262          16,708
  Other revenue                                                154,632         132,938
                                                          ------------    ------------
     Total revenues                                          8,527,452       5,305,740
                                                          ------------    ------------

Operating expenses:
  Salaries and direct loan costs                             2,345,634       1,383,613
  Cost of servicing portfolio sold                                  --         166,361
  Real estate commissions paid                               5,391,557       3,059,640
  Interest on warehouse line of credit                         270,368          90,960
  Interest on capital leases                                     9,207           6,479
  General and administrative                                   722,372         610,591
                                                          ------------    ------------
     Total operating expenses                                8,739,138       5,317,644
                                                          ------------    ------------
     Loss from operations                                     (211,686)        (11,904)
                                                          ------------    ------------
Other expense:
  Other expense                                                   (671)           (340)
                                                          ------------    ------------
     Total other expense                                          (671)           (340)
                                                          ------------    ------------
     Net loss before minority interest and taxes              (211,015)        (12,244)

Income tax expense                                              (1,600)         (1,600)

Minority share of loss                                          29,996           1,938
                                                          ------------    ------------

Net loss                                                  $   (183,961)   $    (11,906)
                                                          ============    ============

Net loss per common share - basic and diluted             $     (40.52)   $      (2.62)
                                                          ============    ============

Weighted average shares outstanding - basic and diluted          4,540           1,540
                                                          ============    ============




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

<PAGE>


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

                                             YEARS ENDED JUNE 30, 2006 and 2005

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


Balance, June 30, 2004           1,540     $ 2    $ 649,928    $ (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                   3,000       3      799,997            --      800,000

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

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

Balance, June 30, 2005            4,540    $ 5   $ 1,319,097    $ (254,272)  $1,064,830

Net loss                             --     --            --      (183,961)    (183,961)

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

Balance, June 30, 2006            4,540    $ 5     $ 1,319,097   $ (438,233)   $ 880,869







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

<PAGE>

                              BOTTOMLINE HOME LOAN, INC.
                         CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                  YEARS ENDED JUNE 30,
                                                                 2006              2005
                                                             -----------      -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                  $  (183,961)     $    (11,906)
   Adjustments to reconcile net loss to net cash
     provided by operating activities:
     Depreciation and amortization                                60,991            23,620
     Bad debt expense on equity finder's fee receivable               --            20,000
     Minority interest in net income (loss)                      (29,996)           (1,938)
     Decrease (increase) in:
       Receivables from sales of loans                        (6,967,590)       (1,293,489)
       Equity builder finder's fee receivable                       -               16,051
       Short term receivables                                     12,516                --
       Prepaid and other current assets                           38,840           (38,482)
       Mortgage servicing rights                                 (29,958)           30,821
       Other assets                                                   --             2,775
     Increase (decrease) in:
       Accounts payable and accrued expenses                     (54,082)          136,874
                                                            ------------      ------------

         Net cash (used) provided by operating activities     (7,153,240)       (1,115,374)
                                                            ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Decrease (increase) in restricted cash                         33,324           (44,126)
   Purchase of property and equipment                            (84,091)          (13,822)
                                                            ------------       -----------

         Net cash used in investing activities                   (50,767)          (57,948)
                                                             ------------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net change in warehouse line of credit                      6,309,686          1,233,575
   Payment of note payable                                        12,725                --
   Payments of capital lease obligations                         (30,691)           (26,124)
   Proceeds from long-term debt                                   70,820                --
   Buy-back of subsidiary common stock                           (49,458)           (40,000)
   Proceeds from issuance of stock                               240,000            800,000
                                                             ------------       -----------

         Net cash provided by financing activities              6,553,082         1,967,451
                                                             ------------       -----------

Net increase in cash and cash equivalents                         650,925           793,829

Cash and cash equivalents at beginning of year                  1,066,428           272,599
                                                             ------------       -----------
Cash and cash equivalents at end of year                       $  415,503       $ 1,066,428
                                                              -----------       ------------



-------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.                            F-5
</TABLE>

<PAGE>

                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2006 AND 2005

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

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 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. 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. As of July 1, 2006, this division
       will have been acquired by Right Start Real Estate Services, Inc., as a
       separate legal entity owned by Buster Williams, Jr.

       PRINCIPLES OF CONSOLIDATION

       The accompanying consolidated financial statements include the accounts
       of Bottomline Home Loan, Inc. (formerly known as Cyberenergy, Inc.) and
       its 76%-owned subsidiary, Bottomline Mortgage, Inc. Minority interest in
       consolidated subsidiary represents minority shareholders' proportionate
       share of the equity in Bottomline Mortgage, Inc. All significant
       intercompany balances and transactions are eliminated.




--------------------------------------------------------------------------------
                                                                             F-6

<PAGE>

                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2006 AND 2005

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY

       Minority interest in the consolidated subsidiary represents Bottomline
       Home Loan, Inc.'s proportionate share of the equity of Bottomline
       Mortgage, Inc. At June 30, 2006 and 2005, Bottomline Home Loan, Inc.
       owned Bottomline Mortgage's capital stock, representing approximately 76%
       voting rights. Bottomline Home Loan, Inc.'s 76% interest requires that
       Bottomline Mortgage, Inc.'s operations be included in the consolidated
       financial statements. The twelve percent equity interest of Bottomline
       Home Loan, Inc., that is not owned by Bottomline Mortgage, Inc. is shown
       as "Minority interest in consolidated Subsidiary" in the June 30, 2006,
       and 2005 Consolidated Statements of Earnings and Consolidated Balance
       Sheets.

       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.

       RECLASSIFICATIONS

       Certain amounts in the prior year financial statements have been
       reclassified for comparative purposes to conform to the presentation in
       the current year financial statements.

       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. At June 30, 2006, the Company had $18,916
       of restricted cash, as compared with $52,240 at June 30, 2005. The
       restricted cash is classified as a current asset. The cash held in
       custody by the issuing bank, is restricted as to withdrawal or use, and
       is currently invested in money market funds. Income from these
       investments is paid to the Company.

       FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company estimates that the fair value of all financial instruments at
       June 30, 2006 and 2005, does not differ materially from the aggregate
       carrying values of its financial instruments recorded in the accompanying
       consolidated balance sheet.

       CONCENTRATION OF REVENUES

       The Company sold materially all of its loans to three investors during
       the years ended June 30, 2006 and 2005.

--------------------------------------------------------------------------------
                                                                             F-7

<PAGE>

                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       CONCENTRATION OF CREDIT RISK

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

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

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

       INTEREST RATE RISK

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

       EARNINGS PER SHARE

       The computation of basic earnings per common share is based on the
       weighted average number of shares outstanding during each year. 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, 2006 and 2005, the Company had no common
       stock equivalents outstanding.




--------------------------------------------------------------------------------
                                                                             F-8

<PAGE>

                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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, 2006 and 2005.


       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.







--------------------------------------------------------------------------------
                                                                             F-9

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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.

       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, 2006 and 2005, the
       Company did not refund any service release premiums to a servicer.





--------------------------------------------------------------------------------
                                                                            F-10

<PAGE>


                              BOTTOMLINE HOME LOAN, INC.
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       RECOGNITION OF MORTGAGE FEE INCOME (CONTINUED)

       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.

       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, 2006 and 2005 was
       $36,209 and $48,725, net of the allowance for uncollectible receivables
       of $40,000 and $40,000, respectively, which is shown under the caption
       "Equity builder finder's fee receivable, net" 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 operations.




--------------------------------------------------------------------------------
                                                                            F-11

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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. The Company is subject to an
       $800 minimum California Franchise Tax for each corporation, Bottomline
       Home Loan, Inc. and Bottomline Mortgage, Inc., a total of $1600 for the
       years ended June 30, 2006 and 2005.

       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", as amended by
       SFAS No. 123(R) "Share-Based Payment." 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, 2006 and 2005 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, 2006 and 2005, the Company had advertising expenses,
       which are included in general and administrative expenses, aggregating
       $18,013 and $9,199, respectively.

       NEW ACCOUNTING PRONOUNCEMENTS

       In December 2004, the Financial Accounting Standards Board (FASB) issued
       SFAS No. 153 ("SFAS 153"), Exchanges of Nonmonetary Assets, which changes
       the guidance in APB 29, Accounting for Nonmonetary Transactions. This
       statement amends APB 29 to eliminate the exception for nonmonetary
       exchanges of similar productive assets and replaces it with a general
       exception for exchanges of nonmonetary assets that do not have commercial
       substance. A nonmonetary exchange has commercial substance if the future
       cash flows of the entity are expected to change significantly as a result
       of the exchange. The provisions of this SFAS 153 are to be applied
       prospectively and are effective for fiscal years beginning after June 15,
       2005. The Company does not expect adoption of SFAS 153 to have a material
       impact on its financial condition or results of operations.



--------------------------------------------------------------------------------
                                                                            F-12

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

       In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS
       No. 154 ("SFAS 154"), Accounting Changes and Error Corrections. This
       statement, which replaces APB Opinion No. 20, Accounting Changes, and
       FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
       Statements, requires that a voluntary change in accounting principle be
       applied retrospectively to all prior period financial statements
       presented, unless it is impracticable to do so. SFAS 154 also provides
       that a change in method of depreciating or amortizing a long-lived
       non-financial asset be accounted for as a change in estimate effected by
       a change in accounting principle, and also provides that correction of
       errors in previously issued financial statements should be termed a
       "restatement". SFAS 154 is effective for fiscal years beginning after
       December 15, 2005. The Company does not expect adoption of SFAS 154 to
       have a material impact on its financial condition or results of
       operations.

       In February 2006, the Financial Accounting Standards Board (FASB) issued
       SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments - an
       amendment of FASB Statements No. 133 and 140". This Statement amends FASB
       Statements No. 133, Accounting for Derivative Instruments and Hedging
       Activities, and No. 140, Accounting for Transfers and Servicing of
       Financial Assets and Extinguishments of Liabilities. This Statement
       resolves issues addressed in Statement 133 Implementation Issue No. D1,
       "Application of Statement 133 to Beneficial Interests in Securitized
       Financial Assets." This statement is effective for all financial
       instruments acquired or issued after the beginning of an entities first
       fiscal year that begins after September 15, 2006. Adoption of SFAS No.
       155 is not expected to have a material effect on the Company's results of
       operations, financial condition of cash flows.

       In March 2006, the Financial Accounting Standards Board (FASB) issued
       SFAS No. 156, "Accounting for Servicing of Financial Assets---an
       amendment of FASB Statement No. 140." SFAS No. 156 amends SFAS No. 140,
       "Accounting for Transfers and Servicing of Financial Assets and
       Extinguishment of Liabilities," with respect to accounting for separately
       recognized servicing assets and servicing liabilities. SFAS No. 156 is
       effective for fiscal years that begin after September 15, 2006, with
       early adoption permitted as of the beginning of an entity's fiscal year.
       The Company will adopted SFAS No. 156 in the 2007 fiscal year.



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

                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

2. PROPERTY AND EQUIPMENT

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

                                                   2006             2005
                                             -----------------------------
            Furniture and equipment          $   403,788        $  319,697
            Less accumulated depreciation       (226,335)         (165,344)
                                             -----------------------------
                                             $   177,453        $  154,353
                                             =============================

       Depreciation expense for 2006 and 2005,was $37,965 and $ 7,620,
       respectively.


3. WAREHOUSE LINE OF CREDIT

       The Company has a warehouse line of credit with an available limit of
       $11,000,000. The line bears an interest rate of prime plus .75% (8.25%
       and 6.75%) at June 30, 2006 and 2005, respectively) and matures on March
       31, 2007. The line 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 $9,308,535 and $2,998,849, respectively, at
       June 30, 2006 and 2005.





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                                                                            F-14

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

4. CAPITAL LEASE OBLIGATION

       Capital lease obligations consists of the following:

                                                 2006                2005
                                           -----------------------------------
          Capitalized lease obligations    $    101,235       $        48,381
          Less current portion                  (30,415)              (17,690)
                                           -----------------------------------

          Capital lease obligations,
             Net of current portion        $     70,820       $        30,691
                                           ===================================

       Future maturities of capital lease obligations are as follows:

          YEAR ENDING JUNE 30:         2007                      $  30,415
                                       2008                         25,347
                                       2009                         18,498
                                       2010                         16,296
                                       2011                         10,679
                                                                 ---------
                                                                 $ 101,235

             Less amount representing interest                     (18,249)
                                                                 ---------
             Present value of future minimum capital
             lease obligations                                   $  82,986
                                                                 =========


       Amortization expense for the equipment under capital leases was
       approximately $23,026 and $16,000 for the years ended June 30, 2006 and
       2005, respectively.

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

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

                               2007           $       105,447
                               2008                    13,227
                                              ----------------

                                              $       118,674
                                              ================

       Total rent expense related to these non-cancelable operating leases for
       the years ended June 30, 2006 and 2005, was approximately $160,587 and
       $118,000, respectively. Rent expense is classified as part of general and
       administrative expense in the statement of operations.



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                                                                            F-15

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

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:

                                                        2006            2005
                                                       ------------------------
       Federal income tax benefit at statutory rate $  51,000    $    4,000

       State income tax benefit at statutory rate       5,000

       Change in valuation allowance                  (56,000)       (4,000)
                                                    -------------------------

        Net income tax provision                    $      -     $        -
                                                    =========================


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

                                                        2006             2005
                                                    --------------------------
            Depreciation                            $ (33,000)      $ (33,000)
            Net operating loss                        103,000          47,000
            Allowance for doubtful accounts            15,000          15,000
            Valuation allowance                       (85,000)        (29,000)
                                                    --------------------------

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

       At June 30, 2006, the Company has net operating loss carryforwards
       available to offset future taxable income of approximately $276,000,
       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. CAPITAL STOCK

       As of June 30, 2006, the Company effected a 10,001 to 1 reverse stock
       split. The terms of the reverse split gave effect to a 10,001 for 1 share
       exchange, and gave stockholders scrip for fractional shares that could be
       combined to create full shares. This reverse stock split has been
       reflected in the share and per share data in the financial statements.
       This represents no gain or loss to the Company or to the shareholders.



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

                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

8. 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, 2006 and 2005, respectively. No provision has been
       included in the financial statements for future loan repurchases because
       such amounts, based on historical experience, are not considered
       material.

       LITIGATION

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

       SUBSEQUENT EVENTS

       As of July 1, 2006, the Global Realty division of Bottomline Mortgage,
       Inc. has been acquired by Right Start Real Estate Services, Inc., as a
       separate legal entity owned by Buster Williams, Jr., the Company's Chief
       Executive Officer.



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

                           BOTTOMLINE HOME LOAN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                             JUNE 30, 2006 AND 2005
--------------------------------------------------------------------------------

9. RELATED PARTY TRANSACTIONS

       During the year ended June 30, 2005, the CEO of the Company bought 3000
       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 71.5
       shares of Bottomline Mortgage, Inc.'s stock from a shareholder for
       $2,400. 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 17.5
       shares for $595 from the CEO.


10. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

       During the years ended June 30:               2006              2005
              Cash paid for:
                              Interest        $    279,575    $       97,439
                              Income taxes    $      1,600    $        1,600

          During the year ended June 30, 2006 the Company:

       o      Acquired property and equipment in exchange for capital leases of
              $78,306.

       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.





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