SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934

                        Fiscal Year Ended April 30, 2001

                        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.  $200


There were 18,675,000 shares of the Registrant's common stock outstanding as of
April 30, 2001.

The aggregate market value of no shares of voting common stock held by
nonaffiliates of the Registrant is approximately $0 on April 30, 2001.



<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

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
         Item 12. Certain Relationships and Related Transactions
         Item 13. Exhibits and Reports on Form 8-K

SIGNATURES




<PAGE>



PART I

Item 1.  BUSINESS
         --------

         History
         -------

            The Company was formed in April 2000 for the purpose of engaging in
any lawful business. Nominal revenues have been achieved. The Company is not
profitable. 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 and supplementary Data," 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 no 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 is filing 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

<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 this 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. See "Form
of Acquisition," below, and "Risk Factors - The Company - Lack of Continuity in

<PAGE>

Management." In the 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.  PROPERTIES
         ----------

         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



<PAGE>


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

         None

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

         As of April 30, 2001, 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.



<PAGE>


                                     PART II

Item 5.  MARKET FOR REGISTRANT'S 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:

                         2001               High          Low
                   First quarter             *             *
                   Second quarter            *             *
                   Third quarter             *             *
                   Fourth quarter            *             *


                         2000               High          Low
                   First quarter             *             *
                   Second quarter            *             *
                   Third quarter             *             *
                   Fourth quarter            *             *

                         1999               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, 2001, there were 2 record holders of the Company's
common Stock.

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



<PAGE>


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        -----------------------------------------------------------------------
OF OPERATIONS
-------------

Results of Operations For year Ended April 30, 2001 as Compared to Year Ended
-----------------------------------------------------------------------------
April 30, 2000
--------------

The Company has experienced $1,527 in expenses for 2001 compared to $675 in
2000. The Company had nominal revenues of $200 in 2001 compared to $0 in 2000.
The Company had a loss of ($1,327) in 2001 compared to a loss of ($675) in 2000.
The loss per share was nominal in the period in both 2001 and 2000. 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 $74. The current assets
exceed current liabilities by $134. 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 placements of stock.


Item 7.  Financial Statements and Supplementary Data
         -------------------------------------------

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

Item 8.  Changes in and Disagreements 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.



<PAGE>



                                    PART III

Item 9.  Directors and Executive Officers of the Registrant and Compliance with
         ----------------------------------------------------------------------
Section 16(a)
-------------

The directors and executive officers of the Company as of December 31, 2000, are
as follows:

          Name         Age       Position                           Term
          ----         ---       --------                           ----
Bernard Pracko, II     56        President and Director             Annual
Gaylen Hansen          50        CFO, Secretary, Treasurer
                                 and Director                       Annual

            Bernard F. Pracko, II, age 56, entered Investment Real Estate
Brokerage in 1984 in Arizona where he also held a mortgage broker's license. He
worked with Grubb & Ellis Investment Division in Phoenix, Arizona, where he
complied and presented investment packages to investors on properties of $2MM to
$20MM up to 1986. In 1994, he formed Cypress Mortgage, Inc., the operating dba
of Fayber Associates, Inc., operating as President and Director and overseeing
loan originators, loan processors, investor relations, officer personnel,
company policy making, internet website, internet systems design, financial
affairs, negotiations of legal agreements for broker and correspondent investor
relationships. He obtain a BA at the University of Colorado in 1970 and an MA
from Peach Theological Seminary in 1997. He is a licensed real estate broker in
Arizona and Colorado. He is a member of Colorado Association of Mortgage Brokers
since 1994. He also serves on the legislative committee of the Colorado
Association of Mortgage Brokers.

         Gaylen R. Hansen, age 50, is a partner with the CPA firm of Oatley &
Hansen. He is also currently a member and Chairman of the Colorado Securities
Board. From 1993 to 1998, he was self-employed as a Certified Public Accountant.
From 1987 to 1993, he was a partner with Jerome W. Karsh & Co. From 1983 to
1987, he was a Senior Manager with Price Waterhouse. At Arthur Andersen & Co.,
from 1976 to 1983, he was an audit manager. His affiliations include the State
of Colorado - Securities Board, member and Chairman, American Institute of
Certified Public Accountants (AICPA), and Colorado Society of Certified Public
Accountants. Mr. Hansen graduated with a Bachelors degree in business
administration from California State Polytechic University, Pomona in 1975 and
was awarded a Master of Business Administration from California State
University, Fullerton in 1977.

         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.

<PAGE>

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.

         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.


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, 2001. 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, 2000

                                    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 ($)     Award(s)($)
---------------------------------------------------------------------------------------------------------------------------------

Bernard F. Pracko, II,  2001      0          0             0                       0                      0
President
                        ---------------------------------------------------------------------------------------------------------

                        2000      0          0             0                       0                      0
                        ---------------------------------------------------------------------------------------------------------


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

Gaylen Hansen, CFO,     2001      0          0             0                       0                      0
Secretary, Treasurer,
& Director
                        ---------------------------------------------------------------------------------------------------------

                        2000      0          0             0                       0                      0
=================================================================================================================================

</TABLE>

         The Company has no employee incentive stock option plan.

<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. Director                       0                 0              0                     0             0
Bernard F. Pracko, II

B. Director                       0                 0              0                     0             0
Gaylen Hansen

</TABLE>


<PAGE>



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

         The following table sets forth information, as of April 30, 2001, 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.

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


Officers and Directors as a group       15,000,000               81%


                                     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.

<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.

<PAGE>


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

                  The following documents are filed as part of this report:

                  1.       Reports on Form 8-K:  None

                  2.       Exhibits:


                                      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)


<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: July 23, 2001
                                            /s/ Bernard F. Pracko, II
                                            ------------------------------------
                                            Bernard F. Pracko, II, President


<PAGE>

                               Fayber Group, Inc.
                          (A Development Stage Company)

                              Financial Statements

                                 April 30, 2001



<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


<PAGE>

                               Comiskey & Company
                            Professional Corporation
                   Certified Public Accountants & Consultants
                         789 Sherman Street, Suite 440
                                Denver, CO 80203
                             Phone: (303) 830-2255
                              Fax: (303) 830-0876

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Board of Directors and Stockholders of
Fayber Group, Inc.


We have audited the accompanying balance sheet of Fayber Group, Inc. (a
development stage company) as of April 30, 2001, and the related statements of
operations, stockholders' equity, and cash flows for the year ended April 30,
2001, the initial period ended April 30, 2000, and for the period from inception
(April 17, 2000) to April 30, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fayber Group, Inc. as of April
30, 2001, and the results of its operations and cash flows for the year ended
April 30, 2000, the initial period ended April 30, 2000, and for the period from
inception (April 17, 2000) to April 30, 2001, in conformity with generally
accepted accounting principles.


Denver, Colorado
May 23, 2001
                                                /s/ Comiskey & Co.
                                                PROFESSIONAL CORPORATION

                                      F-1

<PAGE>

                               Fayber Group, Inc.
                         (A Development Stage Company)
                                 BALANCE SHEET
                                 April 30, 2001


     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                        $  74
                                                                      -----

         TOTAL ASSETS                                                 $  74
                                                                      =====



     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                $  208
                                                                     ------

         Total current liabilities                                      208

STOCKHOLDERS' EQUITY
     Preferred stock, $.0001 par value; 25,000,000
         shares authorized; no shares issued
         and outstanding                                                  -
     Common stock, $.0001 par value; 75,000,000
         shares authorized; 18,675,000 shares issued and
         outstanding                                                  1,868
     Additional paid-in capital                                           -
     Deficit accumulated during the development
         stage                                                       (2,002)
                                                                     -------

                                                                       (134)

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $  74
                                                                      =====


    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 inception            For the year
                                                    (April 17, 2000) to             ended               Intial period
                                                         April 30,                April 30,               April 30,
                                                           2001                     2001                    2000
                                                           -----                    -----                   ----
<S>                                                <C>                            <C>                     <C>

REVENUES                                                      $ 200                    $ 200                     $ -

EXPENSES
    Selling, general and administrative                       2,202                    1,527                     675
                                                              ------                   ------                    ---

       Total expenses                                         2,202                    1,527                     675
                                                             ------                   ------                     ---

NET LOSS                                                     (2,002)                  (1,327)                   (675)

Accumulated deficit

    Balance, beginning of period                                  -                     (675)                      -
                                                                 --                     -----                      -

    Balance, end of period                                 $ (2,002)                $ (2,002)                 $ (675)
                                                           =========                =========                 =======

NET LOSS PER SHARE                                 $             (-)                      (-)                     (-)
                                                  ==================              ===========             ===========

WEIGHTED AVERAGE NUMBER OF
       SHARES 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)
                       STATEMENT OF STOCKHOLDERS' EQUITY


                                                                                          Deficit
                                                                                        accumulated
                                             Common stock               Additional       during the          Total
                                       Number of                          paid-in        development     stockholders'
                                        shares           Amount          capital           stage            equity
                                        -------          -------         --------          ------           -------
<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 period ended
    April 30, 2001                                -                -                -           (1,327)           (1,327)
                                        -----------         --------             ----         ---------           -------

Balance, April 30, 2001                  18,675,000          $ 1,868              $ -         $ (2,002)           $ (134)
                                        ===========         ========             ====         =========           =======


</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 CASH FLOWS


                                                                For the period
                                                                from inception        For the year
                                                              (April 17, 2000) to         ended            Intial period
                                                                  April 30,             April 30,            April 30,
                                                                     2001                 2001                 2000
                                                                     -----                -----                ----
<S>                                                                      <C>                  <C>                    <C>

 CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                           $ (2,002)            $ (1,327)              $ (675)
      Adjustments to reconcile
        net loss to net cash flows
        from operating activities:
             Increase (decrease) in accounts payable                          208                  (99)                 307
                                                                             ----                  ----                 ---

             Net cash flows from operating activities                      (1,794)              (1,426)                (368)

 CASH FLOWS FROM INVESTING ACTIVITIES                                           -                    -                    -

 CASH FLOWS FROM FINANCING ACTIVITIES
      Issuance of common stock for expenses paid by shareholders              368                    -                  368
      Issuance of common stock for cash                                     1,500                    -                1,500
                                                                           ------                -----                -----

             Net cash flows from financing activities                       1,868                    -                1,868
                                                                           ------                -----                -----

 NET INCREASE (DECREASE) IN CASH
        AND CASH EQUIVALENTS                                                   74               (1,426)               1,500

 CASH AND CASH EQUIVALENTS,
        BEGINNING OF PERIOD                                                     -                1,500                    -
                                                                            -----               ------              -------

 CASH AND CASH EQUIVALENTS,
        END OF PERIOD                                                       $  74                 $ 74              $ 1,500
                                                                            =====                =====              =======

</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, 2001


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,  Colorado
     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 board of directors shall establish the fiscal year of the corporation.

     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>


                                       F-7


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, 2001, 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, 2001, 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, 2001, 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).

     As of the date hereof, Fayber Capital, Inc. paid the Company $200 in
     consulting fees creating the only revenue for the Company.

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


                                      F-7