SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934

                        Fiscal Year Ended April 30, 2004

                        Commission file number 000-30999

                               FAYBER GROUP, INC.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

        Nevada                               85-1542260
        ------                               ----------
(State of incorporation)        (I.R.S. Employer Identification No.)

                       7609 Ralston Road, Arvada, CO 80002
                      -------------------------------------
               (Address of principal executive offices) (Zip Code)

            Registrant's telephone number, including area code: None Securities
           registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                               Title of each class

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

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.   X
                  -----


State issuer's revenues for its most recent fiscal year.  $145


There were 16,675,000 shares of the Registrant's common stock outstanding as of
April 30, 2004.

The   aggregate   market  value  of  shares  of  voting  common  stock  held  by
nonaffiliates of the Registrant was $0 on April 30, 2004.



                                       1
<PAGE>



                               TABLE OF CONTENTS

                                     PART I

         Item 1.  Description of Business
         Item 2.  Description of Property
         Item 3.  Legal Proceedings
         Item 4.  Submission of Matters to a Vote of Security Holders

                                    PART II

         Item 5.  Market for Common Equity and Related Stockholder Matters
         Item 6.  Management's Discussion and Analysis or Plan of Operation
         Item 7.  Financial Statements
         Item 8.  Changes in and Disagreements With Accountants on Accounting
                  and Financial Disclosure
         Item 8A. Controls and Procedures
         Item 8B. Other Information

                                    PART III

         Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act
         Item 10. Executive Compensation
         Item 11. Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
         Item 12. Certain Relationships and Related Transactions
         Item 13. Exhibits
         Item 14. Principal Accountant Fees and Services

                                   SIGNATURES


                                       2
<PAGE>


                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

         History

            The Company was formed in April 2000 for the purpose of engaging in
any lawful business only. Nominal revenues have been achieved. The Company is
 notprofitable. The Company has no successful operating history, revenues from
operations, or assets. The Company faces all of the risks of a new business and
the special risks inherent in the investigation, acquisition, or involvement in
a new business opportunity. The Company must be regarded as a new or "start-up"
venture with all of the unforeseen costs, expenses, problems, and difficulties
to which such ventures are subject.

         Financial Information About Industry Segments
         ---------------------------------------------

         See "Financial Statements," Item 7 below.

         Narrative Description of Business
         ---------------------------------

         The Company was incorporated under the laws of the State of Nevada on
April 17, 2000 and is in the developmental stage. For the period of 2001 through
date hereof, the Company had minimal revenues or business at the date of the
report. The Company has no commercial operations as of date hereof. The Company
has no full-time employees and owns no real estate.

         The Company's current business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value. The acquisition of a
business opportunity may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. The Company has no capital, and it is unlikely
that the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

         At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any agreement
or definitive understanding with any person concerning an acquisition. The
Company has filed Form 10-SB on a voluntary basis in order to become a 12(g)
registered company under the Securities Exchange Act of 1934. As a "reporting
company," the Company may be more attractive to a private acquisition target
because it may be listed to trade its shares on the OTCBB.

         It is anticipated that the Company's officers and directors will
contact broker-dealers and other persons with whom they are acquainted who are
involved in corporate finance matters to advise them of the Company's existence


                                       3
<PAGE>

and to determine if any companies or businesses they represent have an interest
in considering a merger or acquisition with the Company. No assurance can be
given that the Company will be successful in finding or acquiring a desirable
business opportunity, given that no funds that are available for acquisitions,
or that any acquisition that occurs will be on terms that are favorable to the
Company or its stockholders.

         The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or a stock exchange (See "Investigation and Selection of Business
Opportunities"). The Company anticipates that the business opportunities
presented to it will (i) be recently organized with no operating history, or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

         The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

         As a consequence of the registration of its securities, any entity
which has an interest in being acquired by, or merging into the Company, is
expected to be an entity that desires to become a public company and establish a
public trading market for its securities. In connection with such a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the current
principal shareholders of the Company by the acquiring entity or its affiliates.
If stock is purchased from the current shareholders, the transaction is very
likely to result in substantial gains to them relative to their purchase price
for such stock. In the Company's judgment, none of its officers and directors
would thereby become an "underwriter" within the meaning of the Section 2(11) of
the Securities Act of 1933, as amended. The sale of a controlling interest by
certain principal shareholders of the Company could occur at a time when the
other shareholders of the Company remain subject to restrictions on the transfer
of their shares.

         Depending upon the nature of the transaction, the current officers and
directors of the Company may resign management positions with the Company in
connection with the Company's acquisition of a business opportunity. In the


                                       4
<PAGE>

event of such a resignation, the Company's current management would not have any
control over the conduct of the Company's business following the Company's
combination with a business opportunity.

         It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officer and director,
its other stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

         The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its officers or directors
are currently affiliated. Should the Company determine in the future, contrary
to foregoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is in general
permitted by Nevada law to enter into such a transaction if:

         1. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the Board of Directors, and the Board in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors constitute less than a
quorum; or

         2. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

         3. The contract or transaction is fair as to the Company as of the time
it is authorized, approved or ratified, by the Board of Directors or the
stockholders.


Item 2.  DESCRIPTION OF PROPERTY

         Facilities
         ----------

            The Company has no property. The Company does not currently maintain
an office or any other facilities. It does currently maintain a mailing address
at 7609 Ralston Road, Arvada, CO 80002. The Company pays no rent for the use of
this mailing address. The Company does not believe that it will need to maintain
an office at any time in the foreseeable future in order to carry out its plan
of operations described herein.

         Real Property
         -------------

         None



                                       5
<PAGE>


         Mineral Properties
         ------------------

         None

Item 3.  LEGAL PROCEEDINGS
         -----------------

         As of April 30, 2004, the Company was not a party to any legal
proceedings.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

     No matters were submitted during the period covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.


                                     PART II

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         --------------------------------------------------------

         As of the date of this report, there has been no trading or quotation
of the Company's common stock. The range of high and low trade quotations for
each fiscal quarter since the last report, as reported by the National Quotation
Bureau Incorporated, was as follows:

                         2004               High          Low
                   First quarter             *             *
                   Second quarter            *             *
                   Third quarter             *             *
                   Fourth quarter            *             *


                         2003               High          Low
                   First quarter             *             *
                   Second quarter            *             *
                   Third quarter             *             *
                   Fourth quarter            *             *

                         2002               High          Low
                   First quarter             *             *
                   Second quarter            *             *
                   Third quarter             *             *
                   Fourth quarter            *             *

* No quotations

         The above quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and may not necessarily represent actual
transactions.

         As of April 30, 2004, there were 2 record holders of the Company's
common Stock.


                                       6
<PAGE>

         The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable future.


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
        ----------------------------------------------------------

Results of Operations For year Ended April 30, 2004 as Compared to Year Ended
-----------------------------------------------------------------------------
April 30, 2003
--------------

The Company has experienced $10 in expenses for 2004 compared to $1,531 in 2003.
The Company had no revenues in 2004 or in 2003.  The Company had a loss of ($10)
in 2004 compared to a loss of ($1,341) in 2003. The loss per share was nominal
in the period in both 2004 and 2003. The Company will continue to have losses
until adequate income can be achieved to meet expenses. While the Company is
seeking capital sources for investment, there is no assurance that sources can
be found.

Liquidity and Capital Resources
-------------------------------

The Company had a cash balance at the end of the year of $0. The current
liabilities exceed current assets by $120. The Company will be forced to
either borrow or make private placements of stock in order to fund operations.
No assurance exists as to the ability to achieve loans or make private place-
ments of stock.

GOING CONCERN

     The Company has incurred losses since inception and has negative equity and
working  capital.  Management  plans to fund  operations of the Company  through
non-interest bearing advances from existing  shareholders,  until such time as a
business combination or other profitable  investment may be achieved.  There are
no written  agreements in place for such funding,  and there can be no assurance
that such funding will be available in the future.


NEED FOR ADDITIONAL FINANCING

        No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any addition-
al funds will be available to the Company to allow it to cover expenses as they
may be incurred.

        In the event the Company's cash assets and other prove to be inadequate
to meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.

        The Company has no plans at this time for purchases or sales of fixed
assets which would occur in the next twelve months.

        The Company has no expectation or anticipation of significant changes in
number of employees in the next twelve months, it may acquire or add employees
of an unknown number in the next twelve months.


Item 7.  Financial Statements
         --------------------

         Please refer to pages F-1 through F-7.

                                       7

<PAGE>

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

         In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused him to
make reference in connection with his report to the subject matter of the
disagreement(s).

         The principal accountants' reports on the financial statements for any
of the past two years contained no adverse opinion or a disclaimer of opinion
nor was qualified as to uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.  The auditor did assert the "going
concern" qualification in his Report for year ended April 30, 2004.


Item 8A.  Controls and Procedures
          -----------------------

        The Company maintains a system of disclosure controls and procedures
that are designed for the purposes of ensuring that information required to be
disclosed in our SEC reports is recorded, processed, summarized, and reported
within the time periods specified in the SEC rules and forms, and that such
information is accumulated and communicated to our management, including the
Chief Executive Officer as appropriate to allow timely decisions regarding
required disclosure.

        Wesley F. Whiting, who serves as the Company's Secretary/Treasurer,
after evaluating the effectiveness of the Company's disclosure controls and pro-
cedures as defined in Exchange Act Rules 13a-14(c) as of April 30, 2004 (the
"Evaluation Date") concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures were adequate and effective to ensure that
materialinformation relating to the Company and its consolidated subsidiaries
would be made known to them by individuals within those entities, particularly
during the period in which this annual report was being prepared and that infor-
mation required to be disclosed in our SEC reports is recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules
and forms. There were no significant changes in the Company's internal controls
or in other factors that could significantly affect the Company's disclosure
controls and procedures subsequent to the Evaluation Date, nor any significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions. As a result, no corrective actions were taken.


Item 8B.  Other Information
          -----------------

        None.


                                       8
<PAGE>

                                    PART III

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

The directors and executive officers of the Company as of April 30, 2004, are as
follows:

          Name         Age       Position                           Term
          ----         ---       --------                           ----
Wesley F. Whiting      72        Secretary/Treasurer                Annual


Wesley Whiting, age 72, Secretary/Treasurer of the Company since 2002. Mr.
Whiting was President, director, and secretary of Berge Exploration, Inc.
(1978-88), an oiland gas exploration company, and President, vice president,
and director of NELX, Inc. (1994-1998), engaged in real estate development and
attempts at technology development, and was vice president and director of Inter
-mountain Methane Corporation (1988-91), and President of Westwind Production,
Inc. (1997-1998), an oil and gas exploration company. He was a director of
Kimbell deCar Corporation (1998 until 2000) and he has been President and a
director of Dynadapt System, Inc. since 1998, a company in reorganization
without business. Dynadapt attempted to develop web site software solutions and
is inactive. He was a Director of Colorado Gold & Silver, Inc. from 1999 to
2000. He was President and director of Business Exchange Holding Corp. from 2000
to date and Acquisition Lending, Inc. (2000 to date), both of which are private
holding companies for stock investments. He was director and Vice President of
Utilitec, Inc, 1999 to 2003. It sought to be an environmental remediation busi-
ness. He was president of Premium Enterprises, Inc. October, 2002 to December
30, 2002 and was a director of Premium Enterprises, Inc. from October 2002 to
June 2003. Premium Enterprises is engaged in the "text to multimedia conversion"
business.  He was appointed President and Director of Houston Operating Company
in late 2004 serving until December 2004.  He was elected as a Director of
Mind2Market, Inc. with the term commencing January 1, 2005.

         No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

         The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Except as otherwise indicated, no organization by which any director or officer
has been previously employed is an affiliate, parent or subsidiary of the
Company.


                                       9
<PAGE>

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.  No report about filings is contained herein.


Item 10. Executive Compensation
         ----------------------

         The Company accrued a total of $0 in compensation to the executive
officers as a group for services rendered to the Company in all capacities
during the fiscal year ended April 30, 2004. No one executive officer received,
or has accrued for his benefit, in excess of $60,000 for the year. No cash
bonuses were or are to be paid to such persons.

<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                            Year Ended April 30, 2004

                                    Annual Compensation                         Awards
=================================================================================================================================
<S>                     <C>       <C>        <C>           <C>                     <C>                    <C>

Name and Principal                                                                                  Securities Underlying
Position                          Salary ($) Bonus ($)     Other                Annual Restricted   Stock Options/SARs(#)
                        Year                               Compensation ($)     Award(s)($)
----------------------------------------------------------------------------------------------------------------------------------

Wesley F. Whiting,      2004      0          0             0                       0                      0
Secretary/Treasurer     ---------------------------------------------------------------------------------------------------------
                        2003      0          0             0                       0                      0
                        ---------------------------------------------------------------------------------------------------------
                        2002      0          0             0                       0                      0
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Company has no employee incentive stock option plan.


                                       10
<PAGE>

         There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.

         Option/SAR Grants Table (None)

         Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)


<TABLE>
<CAPTION>

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
                   ------------------------------------------

(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)

                                    Cash Compensation                  Security Grants
Name                              Annual Retainer   Meeting Fees   Consulting            Number of     Number of Securities
                                  Fees ($)          ($)            Fees/Other Fees ($)   Shares (#)    Underlying Options/SARs(#)
-----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>            <C>                   <C>           <C>
A. Wesley F. Whiting              0                 0              0                     0             0


</TABLE>



                                       11
<PAGE>


Item 11. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

         The following table sets forth information, as of April 30, 2004, with
respect to the beneficial ownership of the Company's no par value common stock
by each person known by the Company to be the beneficial owner of more than five
percent of the outstanding common stock and as to the beneficial ownership of
the officers and directors.

                                         Number of           Percentage of
         Name                               Shares             Class
                                             Owned
-------------------------------------------------------------------------------
Bernard F. Pracko, II                   15,000,000               81%
M.A. Littman                             3,675,000               19%
Wesley F. Whiting                                0                0%

Officers and Directors as a group                0                0%


                                     PART IV

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

For information concerning restrictions that are imposed upon the securities
held by current stockholders, and the responsibilities of such stockholders to
comply with federal securities laws in the disposition of such Common Stock, see
"Risk Factors - Rule 144 Sales."

No officer, director, or affiliate of the Company has or proposes to have any
direct or indirect material interest in any asset proposed to be acquired by the
Company through security holdings, contracts, options, or otherwise.

The Company has adopted a policy under which any consulting or finder's fee that
may be paid to a third party or affiliate for consulting services to assist
management in evaluating a prospective business opportunity would be paid in
stock or in cash. Any such issuance of stock would be made on an ad hoc basis.
Accordingly, the Company is unable to predict whether or in what amount such a
stock issuance might be made.

Although there is no current plan in existence, it is possible that the Company
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to seeking business opportunities and completing a merger
or acquisition transaction.


                                       12
<PAGE>

Although management has no current plans to cause the Company to do so, it is
possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.

Transactions with Management and Others
---------------------------------------

There were no transactions or series of transactions during the Registrant's
last fiscal year or the current fiscal year, or any currently proposed
transactions or series of transactions of the remainder of the fiscal year, in
which the amount involved exceeds $60,000 and in which to the knowledge of the
Registrant, any director, executive officer, nominee, future director, five
percent shareholder, or any member of the immediate family of the foregoing
persons, have or will have a direct or indirect material interest.


Item 13. Exhibits
         --------

                  The following documents are filed as part of this report:

                  Exhibit 31 Sarbanes Oxley Certification

                  Exhibit 32 Sarbanes Oxley Certification


                                       13
<PAGE>

                                      INDEX

Regulation
S-K Number               Exhibit                        Page Number
-----------              -------                        -----------

3.1               Articles of Incorporation          *Incorporated by reference
                                                     to Registration Statement
                                                     #000-30999 (10SB)

3.2               Articles of Amendment              *Incorporated by reference
                                                     to Registration Statement
                                                     #000-30999 (10SB)

3.3               Bylaws                             *Incorporated by reference
                                                     to Registration Statement
                                                     #000-30999 (10SB)

31                Sarbanes Oxley Certification (302)

32                Sarbanes Oxley Certification (906)


Item 14.  Principal Accountant Fees and Services

       General. Larry O'Donnell, CPA, PC ("O'Donnell") is the Company's
principal auditing accountant firm. The Company's Board of Directors has
considered whether the provisions of audit services is compatible with maintain-
ing O'Donnell's independence.

AUDIT FEES

     The  aggregate  fees billed by Larry  O'Donnell,  CPA, PC for  professional
services rendered for the audit of our annual financial statements and review of
financial  statements  included in our Form  10-KSBs or services  that are norm-
ally  provided  in  connection  with  statutory  and  regulatory   filings  were
$2,500 for fiscal year 2004.

     The  aggregate  fees  billed  Larry  O'Donnell,  CPA,  PC for  professional
services  rendered for tax  compliance,  tax advice and tax planning were $0 for
fiscal year 2004 and 2003.

ALL OTHER FEES

     In fiscal  2004 and 2003,  Larry  O'Donnell,  CPA, PC fees billed for other
services were $0.

        All audit work was performed by the auditors' full time employees.


                                       14
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            FAYBER GROUP, INC.
                                            (Registrant)

Date: April 20, 2005
                                            /s/ Wesley F. Whiting
                                            ------------------------------------
                                            Wesley F. Whiting, Secretary



                                       15
<PAGE>

                               Fayber Group, Inc.
                          (A Development Stage Company)

                              Financial Statements

                                 April 30, 2004




                                       16
<PAGE>


                                    CONTENTS




                                                                         Page


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                  F-1

BALANCE SHEET                                                             F-2

STATEMENTS OF OPERATIONS                                                  F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                         F-4

STATEMENTS OF CASH FLOWS                                                  F-5

NOTES TO FINANCIAL STATEMENTS                                         F-6 to F-7


                                       17
<PAGE>

                           Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545                                 2228 South Fraser Street
                                                                          Unit 1
                                                          Aurora, Colorado 80014


             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Fayber Group, Inc.


I have audited the accompanying balance sheet of Fayber Group, Inc. as of April
30, 2004, and the related statements of operations, stockholders' equity, and
cash flows for the year then ended and the period from inception (April 17,
2000) to April 30, 2004.. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Fayber Group, Inc., as of April 30,
2004, and the results of its operations and cash flows for the year then ended,
and the period from inception (April 17, 2000) to April 30, 2004, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has negative working capital and a deficiency
in equity. These matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to these matters are
also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Larry O'Donnell, CPA, P.C.
April 14, 2005

                                      F-1

<PAGE>

                               FAYBER GROUP, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                 April 30, 2004

    ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                           $ -
                                                                ---------------
        TOTAL ASSETS                                                    $ -
                                                                ===============


    LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable                                                  $ 120
                                                                ---------------
        TOTAL CURRENT LIABILITIES                                       120

STOCKHOLDERS' DEFICIT
    Preferred stock. $0.0001 par value; 25,000,000
        shares authorized; no shares issued
        and outstanding                                                   -
    Common stock, $0.0001 par value; 75,000,000
        shares authorized; 16,675,000 shares issued
        and outstanding                                               1,868
    Additional paid-in capital                                        2,896
    Deficit accumulated during the development stage                 (4,884)
                                                                ---------------
                                                                       (120)

        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $ -
                                                                ===============


    The accompanying notes are an integral part of the financial statements

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                                       FAYBER GROUP, INC.
                                  (A Development Stage Company)
                                    STATEMENTS OF OPERATIONS

                                                                                    For the
                                                                                    period from
                              For the                       For the                 inception
                              year                          year                    (April 17,
                              ended                         ended                   2000) to
                              April                         April                   April
                              30, 2004                      30, 2003                30, 2004
                              ----------------              ----------------        -----------------
<S>                           <C>                           <C>                     <C>
REVENUES                                 $ -                            $ -                  $ 345
                              ----------------              ----------------        -----------------

EXPENSES
  Selling, general and
     administrative                       10                          1,531                  5,229
                              ----------------              ----------------        -----------------

        Total expenses                    10                          1,531                  5,229
                              ----------------              ----------------        -----------------

NET LOSS                                 (10)                        (1,531)                (4,884)

Accumulated deficit
  Balance, beginning
  of period                           (4,874)                        (3,343)                     -
                              ----------------              ----------------        -----------------

Balance,
End of Period                       $ (4,884)                      $ (4,874)              $ (4,884)
                              ================              ================        =================
NET LOSS PER SHARE                       $ -                            $ -                    $ -
                              ================              ================        =================

WEIGHTED AVERAGE
NUMBER OF SHARE
OUTSTANDING                       18,675,000                     18,675,000             18,675,000
                              ================              ================        =================
</TABLE>

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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                       FAYBER GROUP, INC.
                                  (A Development Stage Company)
                                     STATEMENTS OF CASH FLOW


                                                       From inception       For the year       For the year
                                                      (April 17, 2000)         ended              ended
                                                        to April 30,         April 30,          April 30,
                                                            2004                2004               2003
<S>                                                  <C>                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                     $ (4,884)             $ (10)          $ (1,532)
      Adjustments to reconcile net loss to
      net cash flows from operating activities:
         Increase in accounts payable                                120                 10                110
                                                     -------------------  -----------------  -----------------

   Net cash flows from operating activities                       (4,764)                 -             (1,422)

CASH FLOWS FROM INVESTING ACTIVITIES                                   -                  -                  -

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock for cash                               1,868                  -                  -
   Additional paid-in capital                                      2,896                  -              1,412
                                                     -------------------  -----------------  -----------------
      Net cash flows from financing activities                     4,764                  -              1,412

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                                                -                  -                (10)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                                  -                  -                 10
                                                     -------------------  -----------------  -----------------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                                      $ -                $ -                $ -
                                                     ===================  =================  =================
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                      F-4


<PAGE>

<TABLE>
<CAPTION>

                                       FAYBER GROUP, INC.
                                  (A Development Stage Company)
                          STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                       Deficit
                                                                                     accumulated        Total
                                            Common stock              Additonal      during the     stockholders'
                                      Number of                        paid-in       development       equity/
                                       shares          Amount          capital          stage         (deficit)
                                   ---------------  --------------  --------------  ---------------  --------------
<S>                                <C>              <C>             <C>             <C>              <C>
Common stock issued
    for cash, and expenses
    paid by shareholders
    April 30, 2000
    at $0.0001 per share                18,675,000         $ 1,868             $ -             $ -         $ 1,868

Net loss for the period ended
    April 30, 2000                               -               -               -            (675)           (675)

Net loss for the year ended
    April 30, 2001                               -               -               -          (1,327)         (1,327)
                                   ---------------  --------------  --------------  ---------------  --------------
Balance April 30, 2001                  18,675,000           1,868               -          (2,002)           (134)

Additional Paid-in Capital                                                   1,485                           1,485

Net loss for the year ended
    April 30, 2002                               -               -               -          (1,341)         (1,341)
                                   ---------------  --------------  --------------  ---------------  --------------
Balance, April 30, 2002                 18,675,000           1,868           1,485          (3,343)             10

Additional Paid-in Capital                                                   1,411                           1,411

Net loss for the year ended
    April 30, 2003                               -               -               -          (1,531)         (1,531)
                                   ---------------  --------------  --------------  ---------------  --------------
Balance, April 30, 2003                 18,675,000           1,868           2,896          (4,874)           (110)

Net loss for the year ended
    April 30, 2004                                                                             (10)            (10)
                                   ---------------  --------------  --------------  ---------------  --------------
Balances, April 30, 2004                18,675,000           1,868           2,896          (4,884)           (120)
                                   ===============  ==============  ==============  ===============  ==============
</TABLE>

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

                                      F-5


<PAGE>

                               Fayber Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2004


1.   Summary of Significant Accounting Policies
     ------------------------------------------
     Development Stage Company
     Fayber Group, Inc. (a development stage company) (the "Company") was
     incorporated under the laws of the State of Nevada on April 17, 2000. The
     principal office of the corporation is 7609 Ralston Road, Arvada CO  80002.

     The Company was formed as a holding company for mortgage broker
     subsidiaries, which it plans to acquire in the future. The Company has no
     operations of mortgage broker businesses as of the date of the financial
     statements. The Company's current business plan is to seek, investigate,
     and, if warranted, acquire one or more mortgage broker businesses, and to
     pursue other related activities intended to enhance shareholder value. The
     acquisition of a business opportunity may be made by purchase, merger,
     exchange of stock, or otherwise, and may encompass assets or a business
     entity, such as a corporation, joint venture, or partnership. The Company
     has limited capital, and it is unlikely that the Company will be able to
     take advantage of possible purchases which require cash. The Company
     intends to seek opportunities demonstrating the potential of profitable
     long-term revenues.

     Accounting Method
     The Company records income and expenses on the accrual method.

     Fiscal Year The fiscal year is April 30.

     Loss per Share
     Loss per share was computed using the weighted average number of shares
     outstanding during the period. Shares issued to insiders in anticipation of
     a public offering have been accounted for as outstanding since inception.

     Financial Instruments
     Unless otherwise indicated, the fair value of all reported assets and
     liabilities that represent financial instruments (none of which are held
     for trading purposes) approximate the carrying values of such amount.

     Organization Costs
     Costs to incorporate the Company were expensed as incurred.

     Statements of Cash Flows
     For purposes of the statements of cash flows, the Company considers all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     Use of Estimates
     The preparation of the Company's financial statements in conformity with
     generally accepted accounting principles requires the Company's management
     to make estimates and assumptions that effect the amounts reported in these
     financial statements and accompanying notes. Actual results could differ
     from those estimates.


                                       F-6

<PAGE>

                               Fayber Group, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2004



1.   Summary of Significant Accounting Policies (continued)
     ------------------------------------------------------
     Consideration of Other Comprehensive Income Items
     SFAF 130 - Reporting Comprehensive Income, requires companies to present
     comprehensive income (consisting primarily of net income plus other direct
     equity changes and credits) and its components as part of the basic
     financial statements. For the period from inception to April 30, 2004, the
     Company's financial statements do not contain any changes in equity that
     are required to be reported separately in comprehensive income.

     Stock Basis
     Shares of common stock issued for other than cash have been assigned
     amounts equivalent to the fair value of the service or assets received in
     exchange.

2.   Stockholders' Equity
     --------------------
     Preferred Stock
     As of April 30, 2003, 25,000,000 shares of the Company's $0.0001 par value
     preferred stock had been authorized, of which no shares were issued and
     outstanding.

     Common Stock
     As of April 30, 2003, 75,000,000 shares of the Company's $0.0001 par value
     common stock had been authorized, of which 18,675,000 were issued and
     outstanding.

3.   Related Party Transactions
     --------------------------
     As of the date hereof, the President is the owner of 15,000,000 shares of
     the Company's issued and outstanding common stock, constituting
     approximately 80.3% of the Company's issued and outstanding common stock.
     The shares were issued for total cash of $1,500 ($0.0001 per share).

     As of the date hereof, the Company's attorney is the owner of 3,675,000
     shares of the Company's issued and outstanding common stock, constituting
     approximately 19.7% of the Company's issued and outstanding common stock.
     The shares were issued for expenses paid on behalf of the Company totaling
     $368 ($0.0001 per share).

     Officers and directors are reimbursed for all out-of-pocket expenses.

4.   Income Taxes
     ------------
      The tax benefit of approximately $789 related to deductible temporary
      differences and operating loss carry forwards has been offset by a full
      allowance for realization.

5.   Going Concern
     -------------
     The Company has incurred losses since inception and has negative equity and
     working capital. Management plans to fund operations of the Company through
     non-interest bearing advances from existing shareholders, until such time
     as a business combination or other profitable investment may be achieved.
     There are no written agreements in place for such funding, and there can be
     no assurance that such funding will be available in the future.



                                       F-7